The Consideration. 3.1. In consideration for providing the Services the Company shall pay to the Service Provider consideration in the sum in shekels that equals 70$ (seventy US Dollars) for each hour of providing the Services (the “Hourly Consideration”) or any other consideration that shall be agreed upon between the parties. The monthly consideration shall be calculated by multiplying the hourly consideration by the number of hours of providing the Services and it shall be paid against a tax invoice that the Service Provider shall issue to the Company (the “Monthly Consideration”). Once per month (and after the development of the Model pertaining to section 2.10 above shall be completed) the Service Provider shall submit to the Company details regarding the monthly consideration that is due to it. In the framework of these details, details shall be given regarding the plan that was approved and what was actually performed (plans against performance), the extent of the work hours that were invested in the Project in the relevant month and the expenses required (adding written proof of these expenses). 3.2. Notwithstanding the provisions in section 3.1 above, it is agreed that in the beginning the consideration set forth in section 2.11 shall be paid to the Service Provider, and afterwards monthly consideration shall be paid to the Service Provider according to the Work Plan that shall be approved in advance by the Company. 3.3. In addition, the Service Provider shall be entitled to a refund of the expenses that it paid (and against a tax invoice) in addition to the monthly consideration, for traveling abroad for the Company, including for promoting and marketing the Project and/or the product, and other expenses that shall be approved in advance by the Company’s representative (the “Expenses”). 3.4. The Company shall pay the monthly consideration to the Service Provider with additional lawful VAT, and the expenses within 14 (fourteen) days after receiving the tax invoice. The Service Provider confirms that the Company shall deduct income tax and/or any other tax from the monthly consideration as required according to the provisions of any law, unless the Service Provider shall furnish to the Company an exemption from the tax authorities for deducting withholding tax. 3.5. It is agreed between the parties that the monthly consideration constitutes all the consideration to the Service Provider for providing the Services and the Service Provider shall not be entitled to any payment, terms, benefits, or other rights, except for the payment of the expenses as set forth in this agreement, unless it shall be otherwise agreed in advance and in writing between the parties.
Appears in 1 contract
The Consideration. 3.112.1. In consideration for providing full compliance with the Services Supplier’s obligations, including the provision of the services pursuant to the Agreement to the Company’s satisfaction, the Company shall will pay the Supplier the amount specified in the Supplier’s price quote for the RFQ, pursuant to the Service Provider consideration in the sum in shekels that equals 70$ (seventy US Dollars) for each hour of providing the Services (the “Hourly Consideration”) or any other consideration that shall be agreed upon between the parties. The monthly consideration shall be calculated quantities and units as actually ordered and approved by multiplying the hourly consideration by the number of hours of providing the Services and it shall be paid against a tax invoice that the Service Provider shall issue to the Company (hereinafter: "the “Monthly Consideration”). Once per month (and after the development of the Model pertaining to section 2.10 above shall be completed) the Service Provider shall submit to the Company details regarding the monthly consideration that is due to it. In the framework of these details, details shall be given regarding the plan that was approved and what was actually performed (plans against performance), the extent of the work hours that were invested in the Project in the relevant month and the expenses required (adding written proof of these expenses").
3.212.2. Notwithstanding For the provisions in section 3.1 aboveavoidance of doubt, it is agreed clarified that the data detailed in the beginning price quote does not constitute a presentation and/or commitment regarding the consideration set forth in section 2.11 shall scope of the services and/or works actually ordered from the Supplier. The Company reserves the right to increase or decrease the quantities as aforementioned.
12.3. The Consideration will be paid to the Service ProviderSupplier, subject and afterwards monthly consideration shall be paid to the Service Provider according to the Work Plan that shall be approved in advance by the Company.
3.3. In addition, the Service Provider shall be entitled to a refund upon receipt of the expenses that it paid (and against a tax invoice) in addition to the monthly consideration, for traveling abroad for the Company, including for promoting and marketing the Project and/or the product, and other expenses that shall be approved in advance by the Company’s representative (the “Expenses”)written approval.
3.412.4. The Company shall pay Supplier’s proposal includes all the monthly consideration preparation and necessary works for the supply, installation, operation and maintenance of the services subject to the Service Provider with additional lawful VAT, Tender and the expenses within 14 (fourteen) days after receiving the tax invoice. The Service Provider confirms that the Company shall deduct income tax and/or any other tax from the monthly consideration as required according Specific Invitation and pursuant to the provisions of any lawdetails in the technical specifications, unless the Service Provider shall furnish to the Company an exemption from the tax authorities for deducting withholding tax.
3.5Company’s full satisfaction. It is agreed between hereby expressly clarified that all the parties aforementioned services are included in the Supplier’s price proposal and the Supplier will not be paid any additional consideration in respect of the aforementioned.
12.5. For the avoidance of doubt, it is clarified that the monthly consideration constitutes Consideration is final and includes all the consideration to service components (including additional and/or indirect services) that are the Service Provider for providing subject of this Agreement, as detailed in the Services Tender Documents and Specific Invitation and this includes: overhead expenses, price increased, office and/or general expenses, equipment costs, wages of employees and/or those employed by the Service Provider Supplier, including staff members (including full social expenses), and any additional and/or other expense of any kind and type. For the avoidance of doubt, it is clarified that the Supplier shall not be entitled to any paymentconsideration and/or additional payment for/or regarding its work beyond the aforementioned.
12.6. It is clarified that the Supplier shall not be entitled to any consideration and/or additional payment for its services beyond the Consideration, termsunless otherwise stipulated expressly in the Agreement or if the parties have agreed upon this expressly in writing.
12.7. The Company’s liability in matters regarding Consideration and/or the scope of the Agreement, benefitsis subject to prior written document signed by the Company’s signatories. The Supplier is aware and agrees that any instruction that may affect the Consideration and/or scope of the Agreement which wasn’t approved by the Company as aforementioned, or shall not bind the Company and the Supplier shall not be entitled to act pursuant to it and, should it act pursuant to it, it shall not be entitled to any consideration whatsoever in this regard.
12.8. VAT will be lawfully added to the Consideration, subject to the issuance of a lawful tax invoice. #273747
12.9. For the avoidance of doubt, it is hereby emphasized that the Company may offset any amount due to it by the Supplier pursuant to this Agreement and/or any other rightsagreement that it has with it and/or pursuant to any law, except including reimbursement for the advances and/or payment of damages, against any sum it owes the expenses as set forth in this agreement, unless it shall be otherwise agreed in advance and in writing between the partiesSupplier.
Appears in 1 contract
Sources: Framework Agreement
The Consideration. 3.1. 15.1 In consideration for providing full compliance with the Services Supplier’s obligations, including the provision of the services pursuant to the Agreement to the Company’s satisfaction, the Company shall will pay the Supplier the amount specified in the Supplier’s price quote for the Specific Invitation, pursuant to the Service Provider consideration in the sum in shekels that equals 70$ (seventy US Dollars) for each hour of providing the Services (the “Hourly Consideration”) or any other consideration that shall be agreed upon between the parties. The monthly consideration shall be calculated quantities and units as actually ordered and approved by multiplying the hourly consideration by the number of hours of providing the Services and it shall be paid against a tax invoice that the Service Provider shall issue to the Company (hereinafter: "the “Monthly Consideration”"). Once per month (and after For the development avoidance of the Model pertaining to section 2.10 above shall be completed) the Service Provider shall submit to the Company details regarding the monthly consideration that is due to it. In the framework of these details, details shall be given regarding the plan that was approved and what was actually performed (plans against performance), the extent of the work hours that were invested in the Project in the relevant month and the expenses required (adding written proof of these expenses).
3.2. Notwithstanding the provisions in section 3.1 abovedoubt, it is agreed clarified that the data detailed in the beginning price quote does not constitute a presentation and/or commitment regarding the consideration set forth scope of the services and/or works actually ordered from the Supplier. The Company reserves the right to increase or decrease the quantities as aforementioned. As stated, the unit prices proposed by the Supplier in section 2.11 shall its proposal, include a warranty and maintenance period in relation to the system and its components and/or its Modules, as detailed in the technical specifications.
15.2 The Consideration will be paid to the Service ProviderSupplier, subject and afterwards monthly consideration upon receipt of the Company’s written approval regarding the completion of each of the milestones detailed in the technical specifications.
15.3 If the Period of Engagement is extended by the Company, the Consideration to which the Supplier shall be paid to entitled during the Service Provider option period will be calculated according to the Work Plan that shall be approved Supplier's proposed price in advance by the CompanySpecific Invitation for those components, as detailed in the price quote.
3.3. In addition15.4 The Supplier’s proposal includes all the preparation and necessary works for the supply, the Service Provider shall be entitled to a refund installation, operation and maintenance of the expenses that it paid (and against a tax invoice) in addition services subject to the monthly considerationTender and the Specific Invitation and pursuant to the details in the technical specifications, for traveling abroad for the Company, including for promoting and marketing the Project and/or the product, and other expenses that shall be approved in advance by to the Company’s representative (the “Expenses”).
3.4. The Company shall pay the monthly consideration to the Service Provider with additional lawful VAT, and the expenses within 14 (fourteen) days after receiving the tax invoice. The Service Provider confirms that the Company shall deduct income tax and/or any other tax from the monthly consideration as required according to the provisions of any law, unless the Service Provider shall furnish to the Company an exemption from the tax authorities for deducting withholding tax.
3.5full satisfaction. It is agreed between hereby expressly clarified that all the parties aforementioned services are included in the Supplier’s price proposal and the Supplier will not be paid any additional consideration in respect of the aforementioned.
15.5 For the avoidance of doubt, it is clarified that the monthly consideration constitutes Consideration is final and includes all the consideration to service components (including additional and/or indirect services) that are the Service Provider for providing subject of this Agreement, as detailed in the Services Tender Documents and Specific Invitation and this includes: overhead expenses, price increased, office and/or general expenses, equipment costs, wages of employees and/or those employed by the Service Provider Supplier, including staff members (including full social expenses), and any additional and/or other expense of any kind and type. For the avoidance of doubt, it is clarified that the Supplier shall not be entitled to any paymentconsideration and/or additional payment for/or regarding its work beyond the aforementioned.
15.6 It is clarified that the Supplier shall not be entitled to any consideration and/or additional payment for its services beyond the Consideration, termsunless otherwise stipulated expressly in the Agreement or if the parties have agreed upon this expressly in writing.
15.7 The Company’s liability in matters regarding Consideration and/or the scope of the Agreement, benefitsis subject to prior written document signed by the Company’s signatories. The Supplier is aware and agrees that any instruction that may affect the Consideration and/or scope of the Agreement which wasn’t approved by the Company as aforementioned, or other rightsshall not bind the Company and the Supplier shall not be entitled to act pursuant to it and, except should it act pursuant to it, it shall not be entitled to any consideration whatsoever in this regard.
15.8 VAT will be lawfully added to the Consideration, subject to the issuance of a lawful tax invoice.
15.9 At the end of each month, the Supplier will submit a detailed monthly report to the Company, regarding the services provided by its staff members for the previous month, and for which the payment is requested. The Supplier will detail its compliance with the service level indices in the said report. The monthly report will detail the account and payment requested pursuant to the discounts offered by the Supplier in its proposal. The Company may instruct the Supplier to provide additional data in its monthly report, at its sole discretion.
15.10 Subject to the Company’s approval of the monthly report as aforementioned, the Supplier will submit the approved ▇▇▇▇ to the Company as aforementioned. The Company will pay the Supplier within 45 Israeli business days from the date the ▇▇▇▇ was submitted to the Company, subject to a receipt of a lawful tax invoice, and to the extent the Company is requested to transfer the payment to an offshore account - also subject to the Supplier presenting all the required approvals in accordance with Israeli law and the requirements of the Israeli tax authorities (including withholding tax certificate, etc.). The date in which the Company stamps the Supplier’s ▇▇▇▇, shall be considered as the determining date for the date of submission of the ▇▇▇▇. The Consideration will be paid after withholding legal tax at source (unless the Supplier has provided the Company with a legal authorization regarding an exemption from withholding at the source).
15.11 For the avoidance of doubt, it is hereby emphasized that the Company may offset any amount due to it by the Supplier pursuant to this Agreement and/or any other agreement that it has with it and/or pursuant to any law, including reimbursement for advances and/or payment of damages, against any sum it owes the expenses as set forth in this agreement, unless it shall be otherwise agreed in advance and in writing between the partiesSupplier.
Appears in 1 contract
Sources: Framework Agreement
The Consideration. 3.1. 15.1 In consideration for providing full compliance with the Services Supplier’s obligations, including the provision of the services pursuant to the Agreement to the Company’s satisfaction, the Company shall will pay the Supplier the amount specified in the Supplier’s price quote for the Specific Invitation, pursuant to the Service Provider consideration in the sum in shekels that equals 70$ (seventy US Dollars) for each hour of providing the Services (the “Hourly Consideration”) or any other consideration that shall be agreed upon between the parties. The monthly consideration shall be calculated quantities and units as actually ordered and approved by multiplying the hourly consideration by the number of hours of providing the Services and it shall be paid against a tax invoice that the Service Provider shall issue to the Company (hereinafter: "the “Monthly Consideration”"). Once per month (and after For the development avoidance of the Model pertaining to section 2.10 above shall be completed) the Service Provider shall submit to the Company details regarding the monthly consideration that is due to it. In the framework of these details, details shall be given regarding the plan that was approved and what was actually performed (plans against performance), the extent of the work hours that were invested in the Project in the relevant month and the expenses required (adding written proof of these expenses).
3.2. Notwithstanding the provisions in section 3.1 abovedoubt, it is agreed clarified that the data detailed in the beginning price quote does not constitute a presentation and/or commitment regarding the consideration set forth scope of the services and/or works actually ordered from the Supplier. The Company reserves the right to increase or decrease the quantities as aforementioned. As stated, the unit prices proposed by the Supplier in section 2.11 shall its proposal, include a warranty and maintenance period in relation to the system and its components and/or its Modules, as detailed in the technical specifications.
15.2 The Consideration will be paid to the Service ProviderSupplier, subject and afterwards monthly consideration upon receipt of the Company’s written approval regarding the completion of each of the milestones detailed in the technical specifications.
15.3 If the Period of Engagement is extended by the Company, the Consideration to which the Supplier shall be paid to entitled during the Service Provider option period will be calculated according to the Work Plan that shall be approved Supplier's proposed price in advance by the CompanySpecific Invitation for those components, as detailed in the price quote.
3.3. In addition15.4 The Supplier’s proposal includes all the preparation and necessary works for the supply, the Service Provider shall be entitled to a refund installation, operation and maintenance of the expenses that it paid (and against a tax invoice) in addition services subject to the monthly considerationTender and the Specific Invitation and pursuant to the details in the technical specifications, for traveling abroad for the Company, including for promoting and marketing the Project and/or the product, and other expenses that shall be approved in advance by to the Company’s representative (the “Expenses”).
3.4. The Company shall pay the monthly consideration to the Service Provider with additional lawful VAT, and the expenses within 14 (fourteen) days after receiving the tax invoice. The Service Provider confirms that the Company shall deduct income tax and/or any other tax from the monthly consideration as required according to the provisions of any law, unless the Service Provider shall furnish to the Company an exemption from the tax authorities for deducting withholding tax.
3.5full satisfaction. It is agreed between hereby expressly clarified that all the parties aforementioned services are included in the Supplier’s price proposal and the Supplier will not be paid any additional consideration in respect of the aforementioned.
15.5 For the avoidance of doubt, it is clarified that the monthly consideration constitutes Consideration is final and includes all the consideration to service components (including additional and/or indirect services) that are the Service Provider for providing subject of this Agreement, as detailed in the Services Tender Documents and Specific Invitation and this includes: overhead expenses, price increased, office and/or general expenses, equipment costs, wages of employees and/or those employed by the Service Provider Supplier, including staff members (including full social expenses), and any additional and/or other expense of any kind and type. For the avoidance of doubt, it is clarified that the Supplier shall not be entitled to any paymentconsideration and/or additional payment for/or regarding its work beyond the aforementioned.
15.6 It is clarified that the Supplier shall not be entitled to any consideration and/or additional payment for its services beyond the Consideration, termsunless otherwise stipulated expressly in the Agreement or if the parties have agreed upon this expressly in writing.
15.7 The Company’s liability in matters regarding Consideration and/or the scope of the Agreement, benefitsis subject to prior written document signed by the Company’s signatories. The Supplier is aware and agrees that any instruction that may affect the Consideration and/or scope of the Agreement which wasn’t approved by the Company as aforementioned, or other rightsshall not bind the Company and the Supplier shall not be entitled to act pursuant to it and, except should it act pursuant to it, it shall not be entitled to any consideration whatsoever in this regard.
15.8 VAT will be lawfully added to the Consideration, subject to the issuance of a lawful tax invoice.
15.9 At the end of each month, the Supplier will submit a detailed monthly report to the Company, regarding the services provided by its staff members for the previous month, and for which the payment is requested. The Supplier will detail its compliance with the service level indices in the said report. The monthly report will detail the account and payment requested pursuant to the discounts offered by the Supplier in its proposal. The Company may instruct the Supplier to provide additional data in its monthly report, at its sole discretion.
15.10 Subject to the Company’s approval of the monthly report as aforementioned, the Supplier will submit the approved bill to the Company as aforementioned, by the 5th of the following month. The Company will pay the Supplier, according to the payment date in Section 3 of the Delivery of Payments to Suppliers Law, 5777 – 2017, at the end of the month in which the bill was submitted to the Company, subject to a receipt of a lawful tax invoice. The date in which the Company stamps the Supplier’s bill, shall be considered as the determining date for the date of submission of the bill. The Consideration will be paid after withholding legal tax at source (unless the Supplier has provided the Company with a legal authorization regarding an exemption from withholding at the source).
15.11 For the avoidance of doubt, it is hereby emphasized that the Company may offset any amount due to it by the Supplier pursuant to this Agreement and/or any other agreement that it has with it and/or pursuant to any law, including reimbursement for advances and/or payment of damages, against any sum it owes the expenses as set forth in this agreement, unless it shall be otherwise agreed in advance and in writing between the partiesSupplier.
Appears in 1 contract
Sources: Framework Agreement
The Consideration. 3.1. 15.1 In consideration for providing full compliance with the Services Supplier’s obligations, including the provision of the services pursuant to the Agreement to the Company’s satisfaction, the Company shall will pay the Supplier the amount specified in the Supplier’s price quote for the Specific Invitation, pursuant to the Service Provider consideration in the sum in shekels that equals 70$ (seventy US Dollars) for each hour of providing the Services (the “Hourly Consideration”) or any other consideration that shall be agreed upon between the parties. The monthly consideration shall be calculated quantities and units as actually ordered and approved by multiplying the hourly consideration by the number of hours of providing the Services and it shall be paid against a tax invoice that the Service Provider shall issue to the Company (the “Monthly Consideration”). Once per month (and after the development of the Model pertaining to section 2.10 above shall be completed) the Service Provider shall submit to the Company details regarding the monthly consideration that is due to it. In the framework of these details, details shall be given regarding the plan that was approved and what was actually performed (plans against performance), the extent of the work hours that were invested in the Project in the relevant month and the expenses required (adding written proof of these expenses).hereinafter: "the
3.2. Notwithstanding the provisions in section 3.1 above, it is agreed that in the beginning the consideration set forth in section 2.11 shall 15.2 The Consideration will be paid to the Service ProviderSupplier, subject and afterwards monthly consideration upon receipt of the Company’s written approval regarding the completion of each of the milestones detailed in the technical specifications.
15.3 If the Period of Engagement is extended by the Company, the Consideration to which the Supplier shall be paid to entitled during the Service Provider option period will be calculated according to the Work Plan that shall be approved Supplier's proposed price in advance by the CompanySpecific Invitation for those components, as detailed in the price quote.
3.3. In addition15.4 The Supplier’s proposal includes all the preparation and necessary works for the supply, the Service Provider shall be entitled to a refund installation, operation and maintenance of the expenses that it paid (and against a tax invoice) in addition services subject to the monthly considerationTender and the Specific Invitation and pursuant to the details in the technical specifications, for traveling abroad for the Company, including for promoting and marketing the Project and/or the product, and other expenses that shall be approved in advance by to the Company’s representative (the “Expenses”).
3.4. The Company shall pay the monthly consideration to the Service Provider with additional lawful VAT, and the expenses within 14 (fourteen) days after receiving the tax invoice. The Service Provider confirms that the Company shall deduct income tax and/or any other tax from the monthly consideration as required according to the provisions of any law, unless the Service Provider shall furnish to the Company an exemption from the tax authorities for deducting withholding tax.
3.5full satisfaction. It is agreed between hereby expressly clarified that all the parties aforementioned services are included in the Supplier’s price proposal and the Supplier will not be paid any additional consideration in respect of the aforementioned.
15.5 For the avoidance of doubt, it is clarified that the monthly consideration constitutes Consideration is final and includes all the consideration to service components (including additional and/or indirect services) that are the Service Provider for providing subject of this Agreement, as detailed in the Services Tender Documents and Specific Invitation and this includes: overhead expenses, price increased, office and/or general expenses, equipment costs, wages of employees and/or those employed by the Service Provider Supplier, including staff members (including full social expenses), and any additional and/or other expense of any kind and type. For the avoidance of doubt, it is clarified that the Supplier shall not be entitled to any paymentconsideration and/or additional payment for/or regarding its work beyond the aforementioned.
15.6 It is clarified that the Supplier shall not be entitled to any consideration and/or additional payment for its services beyond the Consideration, termsunless otherwise stipulated expressly in the Agreement or if the parties have agreed upon this expressly in writing.
15.7 The Company’s liability in matters regarding Consideration and/or the scope of the Agreement, benefitsis subject to prior written document signed by the Company’s signatories. The Supplier is aware and agrees that any instruction that may affect the Consideration and/or scope of the Agreement which wasn’t approved by the Company as aforementioned, or other rightsshall not bind the Company and the Supplier shall not be entitled to act pursuant to it and, except should it act pursuant to it, it shall not be entitled to any consideration whatsoever in this regard.
15.8 VAT will be lawfully added to the Consideration, subject to the issuance of a lawful tax invoice.
15.9 At the end of each month, the Supplier will submit a detailed monthly report to the Company, regarding the services provided by its staff members for the previous month, and for which the payment is requested. The Supplier will detail its compliance with the service level indices in the said report. The monthly report will detail the account and payment requested pursuant to the discounts offered by the Supplier in its proposal. The Company may instruct the Supplier to provide additional data in its monthly report, at its sole discretion.
15.10 Subject to the Company’s approval of the monthly report as aforementioned, the Supplier will submit the approved bill to the Company as aforementioned, by the 5th of the following month. The Company will pay the Supplier within 45 Israeli business days from the date the bill was submitted to the Company, subject to a receipt of a lawful tax invoice, and to the extent the Company is requested to transfer the payment to an offshore account - also subject to the Supplier presenting all the required approvals in accordance with Israeli law and the requirements of the Israeli tax authorities (including withholding tax certificate, etc.)The Company will pay the Supplier, according to the payment date in Section 3 of the Delivery of Payments to Suppliers Law, 5777 – 2017, at the end of the month in which the bill was submitted to the Company, subject to a receipt of a lawful tax invoice. The date in which the Company stamps the Supplier’s bill, shall be considered as the determining date for the date of submission of the bill. The Consideration will be paid after withholding legal tax at source (unless the Supplier has provided the Company with a legal authorization regarding an exemption from withholding at the source).
15.11 For the avoidance of doubt, it is hereby emphasized that the Company may offset any amount due to it by the Supplier pursuant to this Agreement and/or any other agreement that it has with it and/or pursuant to any law, including reimbursement for advances and/or payment of damages, against any sum it owes the expenses as set forth in this agreement, unless it shall be otherwise agreed in advance and in writing between the partiesSupplier.
Appears in 1 contract
Sources: Framework Agreement