Supplier Agreement

VENDOR / SUPPLIER / USER AGREEMENT
The Procurement System (also referred to as the "System") is an electronic tool that allows Ooredoo Q.P.S.C (hereinafter referred to as Ooredoo) to provide to participating vendor’s authorized representative (hereinafter referred to as "Vendor") the ability, among other things, to receive requests for quotations, purchase orders, contracts and send quotes, bids, shipment notices and invoices online and engage in cooperative procurement activities.

The Vendor is required to complete the online registration of his/her company profile for approval. Completion of online registration would allow Ooredoo to register the Vendor as a pre-approved supplier of Ooredoo and assign a username and password for a secure access to the System.

The Vendor acknowledges that he/she fully understands the nature of the System and the governing terms and conditions. The Vendor's use of this System constitutes his agreement to the terms and conditions, which are stated below

Conduit Services Only

The Ooredoo Procurement System provides only an internet conduit (medium?) through which the Vendor can communicate the availability of its goods and services, respond to request for quotations, bids or proposals to Ooredoo and for Ooredoo to communicate its procurement needs to the Vendor.

Signatures

If either Party transmits a document using any network access device or password of such Party, such document will be deemed “signed” and “executed” by such Party. Each Party waives any defense to the enforceability of any contract formed as a result of the transmission of such document on the ground that it was not “signed” or “executed” by the Party.

Transmissions

Proper Delivery

Documents shall be deemed properly delivered by the sender when transmitted to the receiving Party’s pre-agreed designated receipt terminal or electronic mailbox.

Proper Receipt

Documents shall be deemed properly received by the receiving Party when accessed at such Party’s designated receipt terminal or electronic mailbox, whether or not an acknowledgment is received by either party.

Acceptance

If the Parties agree in writing that notification of acceptance of the terms of a document is required, any such document even though properly received, shall not give rise to any obligation unless and until the Party receiving such document has properly delivered in return an acceptance document or other agreed form of acknowledgment of acceptance.

Garbled Transmissions

If any properly delivered document is received in an unintelligible or garbled form (i.e. one which cannot be completely translated) the receiving Party shall promptly notify the originating Party and request a copy of the document to be re-transmitted. In the absence of such notice, the originating Party’s records of the contents of such document shall prevail.

Coded Access

The Ooredoo Procurement System is available only to designated agents and properly registered vendors who desire to, have entered into, or are choosing to enter into legally binding agreement with Ooredoo. Accordingly, access to the System is limited to vendors having been assigned username and password. Also, only authorized vendor representative, who hold individual username and password may use this System. The Vendor agrees not to divulge his Vendor username, password or any individual authorization code to anyone outside his company. Ooredoo has no way of detecting unauthorized use of the Vendor's codes and is not responsible for any unauthorized use of the System. The Vendor is solely and completely responsible to SAFEGUARD THE ASSIGNED USERNAME AND PASSWORD. Unauthorized users of this System may be subject to both civil and criminal prosecution under applicable Qatar laws.

Availability of the Site

Ooredoo’s online procurement tool utilizes the internet and the World Wide Web which is comprised of systems that are completely out of Ooredoo’s control. Ooredoo is not responsible for internet outages, hardware failures, software failures, downtime, FORCE MAJEURE? Acts of God and/or user errors. While every effort will be made to keep the site operating during all scheduled hours of operation, no guarantee of uninterrupted operation can be given. The Vendor agrees that the services provided on this site are provided as is basis and that the Vendor will not have any claim against Ooredoo as a result of any non-availability of the site at a particular given time or times or any failure of the System to operate as intended. It’s the sole responsibility of the Vendor to contact Ooredoo in the event the System is inaccessible for an extended period of time.

Vendor Responsibility

The Vendor understands and agrees that he assumes full and sole responsibility for the use of this site. If the Vendor is dissatisfied with any aspect of this site or the services it provides, his remedy is to provide the Ooredoo Procurement department with any recommendations for improving the System.

THE VENDOR AGREES THAT HE HAS, AND WILL HAVE NO CLAIM OR RIGHT OF ACTION OF ANY KIND AGAINST Ooredoo, OR Ooredoo’S OFFICIALS, IN CONNECTION WITH THE Ooredoo PROCUREMENT SYSTEM OR HIS USE OF THIS SYSTEM

Information Provided by the Vendor

The Vendor agrees that any information he provides either when registering to use the System or any time thereafter is true, accurate, current and complete. The System is self-maintained, and the Vendor is responsible for updating his registration information a minimum of once every calendar year, and as and when there are material changes in the information provided earlier. Information not validated may be considered inactive and removed from Ooredoo System. If Ooredoo suffers any claim or incurs any liability as a result of information entered into the site by users of the Vendor's account, the Vendor will indemnify Ooredoo against such claim or liability including costs and attorneys fees incurred in defending against it.

Security

Ooredoo uses industry standard security measures, to safeguard any information the Vendor may provide to Ooredoo on the System. The Vendor has the responsibility to manage his internal security by safeguarding his password and establishing his internal security procedures, as he would for paper transactions, to assure the proper use of the System. In the event of any compromise in the security of the System, the Vendor agrees to immediately report the same to Ooredoo and a new password will be assigned for the Vendor's use. However, the Vendor acknowledges that perfect security does not exist on the Internet, and Ooredoo does not and cannot guarantee that information will in all cases remain secure.

Responsibility for Sales Activities

The Vendor agrees that the full responsibility for the sales process lies with his company. It is solely the Vendor's responsibility when using this System to comply with all applicable laws, regulations, and policies governing his sales of goods or services. Ooredoo shall have no responsibility for ensuring that sales of goods or services using this System will comply with such laws, regulations, and policies. As in a paper sales transaction, the Vendor, in using

the System, has the sole and exclusive responsibility for the sale including, but not limited to, the following:

• Preparing and assuring the completeness of any bids, quotes or proposals
• Selecting appropriate procurement opportunities
• Complying with all applicable legal requirements
• Establishing and adhering to the terms and conditions of contracts
• Assuring proper authorization to enter into a contract and proper administration of any resulting contract
• Maintaining the security and integrity of the procurement process.

Access to the Internet

The Vendor agrees that in order to use this System he must:

• Arrange for his own access to the Internet (Ooredoo recommends an ADSL connection)
• Arrange all equipment necessary for him to connect to the internet.

Interference with Others

The Vendors agrees not to use the site in a manner that would restrict or inhibit any other third party’s use of the services.

Links to Other Sites

Ooredoo Procurement site may contain links to third party websites that are not under the control or operation of Ooredoo. The vendor understands and agrees that the linking of the system to other sites are endorsed by Ooredoo, and Ooredoo is not responsible for the legality, accuracy or another aspect of the operation or content of any sites to which links are provided.

Framed Links

The Vendor may not create framed links to the site without express written permission from Ooredoo.

Conflict of Interest

We hereby declare that we don’t have an economic interest in, or acts as an officer or a director of, any outside entity whose financial interests would reasonably appear to be in conflict with Ooredoo. In addition, we disclose any personal, business, or volunteer affiliations that may give rise to a real or apparent conflict of interest.

Copyright: How you May Use the Content of this Site

The content of Ooredoo Procurement site (“Content”) is protected by copyright law under both Qatar and foreign laws. The Vendor may download, use, and copy the materials found on the site for his internal business use only, provided that all copies that he makes of the material must bear any copyright, trademark, or other proprietary notice located on the site, which pertains to the material being copied. This material is not for publication in any form. Except as authorized in this paragraph, the Vendor is not being granted a license under any Copyright, trademark, patent, or other intellectual property right in the material or the services, processes, or technology described therein. Ooredoo and/or any third party owner of such rights retain all such rights. Also, the Vendor may not sell or modify the Content or reproduce, display, publicly perform, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use of the Content on any other website or in a networked computer environment for any purpose is prohibited. None of the Content, including any software, may be reverse-engineered, disassembled, decompiled, reproduced, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means, resold, or redistributed without the prior written consent of Ooredoo, except as described herein. Nothing in this paragraph prohibits the Vendor from printing, using or reproducing any records or reports of his transactions using the Ooredoo Procurement System.

Termination

Ooredoo reserves the right to terminate the Vendor's access to the site or any or all of its services at any time. In the event of such termination, Ooredoo shall not be obligated to notify the Vendor.

Amending this Agreement

From time to time, Ooredoo may amend these Terms and Conditions of Use. In the event of any such amendment, the Vendor will, as a condition of further use of the Ooredoo Procurement System, be required to acknowledge and agree to the amendment.

Law Applicable, Limitations

This site is controlled and operated by Ooredoo from its location in Doha, Qatar. These Terms and Conditions of use should, therefore, be construed in accordance with the laws of Qatar, without regard to any conflict of laws provisions. Exclusively the courts in Qatar shall resolve any dispute arising out of these terms and conditions. The Vendor agrees that, notwithstanding any more permissive statute of limitations, you must file any claim or cause of action arising out of or related to your use of the site within one (1) year after such claim or cause of action arises or be forever barred from doing so.