3. Obligations and Liabilities of the Service Provider
3.1 The Service shall be carried out by the Service Provider with all due dispatch, care, accuracy and attention, and shall be fully completed as required in Appendix A to the satisfaction of the Customer in all respect, and shall be fully completed and delivered to the Customer within the relevant due date stated in Appendix B.
Notwithstanding anything to the contrary contained herein, the Customer shall be entitled to early terminate this Agreement for whatsoever reason or for no reason by notifying the Service Provider at least 30 days in writing in advance. The Service Provider shall have no right to claim for any loss and/or damage suffered by it as a result of such early termination by the Employer (except for payment of part of the Remuneration for the Service completed to the satisfaction of the Customer and the Customer has signed off as acceptance of such portion of the Service, provided that the Service Provider has not been in fault of any terms and conditions stated herein).
3.2 In performing the Service as required herein, the Service Provider shall appoint one representative as its contact person to liaise with the Customer throughout the entire period of this Agreement. Should there be any change of this contact person, the Service Provider shall notify the Customer in writing in advance. The Service Provider confirms that the Customer shall be entitled with the right to demand a change of this contact person as it may deem appropriate without having to give the Service Provider any reason of such demand.
3.3 The Service Provider understands and acknowledges that the delivery date of the Service is the essence of this Agreement, and, should the Service Provider fail to delivery any of the Service or delay in delivery of any of the Service, the Service Provider must notify the Customer of such delay and the cause thereof as stipulated hereinbelow.
3.4 The Service Provider shall be held responsible and liable for any losses and/or damages arising out of or in connection with any act, omission, negligence or breach of this Agreement by the Service Provider, any of its directors, employees, representatives, or subcontractors, in all respects.
3.5 Any delivery of the Service as required herein shall be deemed as fully completed and valid only after the Customer has given its signature as acceptance of such delivery in writing. The Service Provider is obligated to prove to the Customer that the Service is fully completed according to this Agreement, and meets the Customer’s requirements in all respects as specified in Appendix A.
3.6 The Service Provider agrees to provide the Service with good expertise, technique and skill, and be in compliance with high professional standards and applicable laws/regulations.
3.7 The Service Provider shall indemnify the Customer from all claims, actions or demands made by third parties against the Customer, and all liabilities of the Customer to third parties (collectively referred to as “Third Party Liabilities”) and from all damage, losses, costs, expenses and payments whatsoever suffered or incurred by the Customer either directly or in relation to Third Party Liabilities in respect of (i) any loss or damage to property, life, or body which shall have occurred in connection with the provision of the Services under this Agreement, (ii) any defect in the Services, and (iii) any breach by the Service Provider of any terms of this Agreement.
3.8 The Service Provider shall furnish with all reasonable promptness to the Customer written reports on the discharge of his obligations under this Agreement as and when the Customer may request. Such reports shall include but not be limited to the progress in and methods of providing the Services, together with all problems and other matters relating thereto.
3.9 The Service Provider shall be held responsible and liable for any accident, loss, death, injuries, or damage incurred to its employee(s) or to any person during the performance of the Service.
3.10 The Service Provider shall pay to its employees salaries and other monies at the rate of salaries agreed between the Service Provider and its employees and as required by the Thai labor laws and other laws related thereto. Should the Service Provider fail to pay any salary or any other money to any of its employees as described herein, the Service Provider agrees that the Customer shall be entitled (but not be obligated) to pay the said salaries and/or other monies to the Service Provider’s employees by disbursing it from the Remuneration payable by the Customer to the Service Provider as stipulated hereunder. Upon the aforesaid disbursement, it shall be deemed that the Service Provider has received same as Remuneration for the Service under this Agreement. Upon the failure of the Service Provider in paying any salary or any other money to its employees as aforesaid, it shall also be deemed that the Service Provider is in breach of this Agreement, and the Customer shall have the right to terminate this Agreement due to such event forthwith.
The Service Provider shall be solely responsible for obtaining work permits and visas for its employees at its own costs and expenses.
3.11 Before or during the carrying out of Service under this Agreement, should any detail described herein be incorrect or misleading, the Service Provider agrees to proceed with the Service strictly according to the instruction(s) given by the Customer.
3.12 The Service Provider agrees that the Customer’s authorized representative will have full right to inspect and manage the performance of the Service, so that it will be in compliance with this Agreement and the details attached hereto. The Customer’s authorized representative shall have full right to alter, change or modify the said details, so that the Service hereunder will be in accordance with the terms, conditions and purpose of this Agreement. Should the Service Provider fail to comply with this provision, the Customer’s authorized representative shall have the right to order that the performance of the Service be suspended, and any delay incurred therefrom shall not be deemed as a reason for the extension of the Service’s delivery date.
3.13 The Service Provider shall be solely responsible and pay for stamp duties arising out of this Agreement.