SERVICE ORDER GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
The following definitions shall be used for the purpose of
interpreting the SERVICE ORDER.
1.1 AFFILIATE(S) means any company or other entity that
directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with
a Party to this SERVICE ORDER. Control means ownership
of more than 50% of the shares of the controlled company or
the direct or indirect right to determine its actions by
contract or otherwise.
1.2 CHANGES means changes in the WORK and/or an
adjustment to the SERVICE ORDER PRICE. The CHANGES shall
be effected by issuance of relevant CHANGE ORDER as set
out in Article 10.
1.3 CHANGE ORDER means a document issued by COMPANY
which sets forth CHANGES in the WORK and/or SERVICE
ORDER as stipulated in Article 10.
1.4 COMPANY GROUP means the COMPANY, its CO-
VENTURERS, its and their respective AFFILIATES, its other
contractors, its and their respective directors, officers and
employees (including COMPANY PERSONNEL and agency
personnel), but shall not include any member of the
CONTRACTOR GROUP.
1.5 CONTRACTOR GROUP shall mean the CONTRACTOR, its
SUBCONTRACTORS, its and their AFFILIATES, its and their
respective directors, officers and employees (including
agency personnel), but shall not include any member of the
COMPANY GROUP. CONTRACTOR GROUP shall also mean
subcontractors (of any tier) of the SUBCONTRACTOR which
are performing WORK offshore or at any well sites, their
AFFILIATES, their directors, officers and employees
(including agency personnel).
1.6 CO-VENTURER means any other entity with whom the
COMPANY is or may be from time to time a party to a joint
operating agreement or similar agreement relating to the
operations for which the WORK is being performed and the
successors in interest of such CO-VENTURER or the assignees
of any interest of such CO-VENTURER.
1.7 EFFECTIVE DATE means the date of the SERVICE ORDER.
1.8 GST means any Goods and Services Tax imposed pursuant
to, but subject to derogations from, Act 762 of the Laws of
Malaysia Goods and Services Tax Act 2014 (as amended,
repealed, or replaced) and all rules and regulations made
under that Act or any form of services, sales or value added
taxes that may come into effect after the date of this
SERVICE ORDER.
1.9 SERVICE ORDER means the document issued by the
COMPANY acquiring services from the CONTRACTOR and
shall incorporate all documents and/or attachments
appended to it.
1.10 SERVICE ORDER PRICE means the price for the WORK as
provided in the SERVICE ORDER, but is exclusive of TAXES
and GST (as referred to in Article 14) payable under the
SERVICE ORDER.
1.11 SUBCONTRACTOR means any party (other than the
CONTRACTOR) to a subcontract.
OFFSHORE SERVICES version 2015
1.12 TECHNICAL INFORMATION means all such information
provided by or caused to be provided by the COMPANY
pursuant to the SERVICE ORDER.
1.13 WORK means all the work that the CONTRACTOR is
required to carry out in accordance with the provisions of
the SERVICE ORDER, including the provision of all materials,
services and equipment for the performance of such work,
or which are to be rendered in accordance with the SERVICE
ORDER.
1.14 WORKSITE means the lands, waters and other places on,
under, in or through which the WORK is to be performed
including offshore installations, floating construction
equipment, fabrication yard, vessels (including the area
covered by approved anchor patterns), design offices,
workshops and places where equipment, materials or
supplies are being obtained, stored or used for the purposes
of the SERVICE ORDER.
2. INTERPRETATION
2.1 All instructions, authorisations, approvals and
acknowledgements shall be in writing which includes email
communications. All documentation, correspondence and
other documents shall be in the English language.
2.2 Any reference to statute, statutory provision or statutory
instrument shall include any re-enactment or amendment
thereof for the time being in force.
2.3 The headings and subheadings in the SERVICE ORDER are
used for convenience and ease of reference and shall not be
deemed to be part thereof or taken into consideration in the
interpretation or construction of the SERVICE ORDER.
3. CONTRACTORS GENERAL OBLIGATIONS
3.1 The CONTRACTOR shall provide all management,
supervision, personnel, materials and equipment, (except
materials and equipment specified to be provided by the
COMPANY), plant, consumables, facilities and all other
things whether of a temporary or permanent nature, so far
as the necessity for providing the same is specified in or
reasonably to be inferred from the SERVICE ORDER for the
performance of the WORK.
3.2 The CONTRACTOR shall carry out all of its obligations under
the SERVICE ORDER and shall execute the WORK with all due
care and diligence and with the skill to be expected of a
reputable contractor experienced in the types of work to be
carried out under the SERVICE ORDER.
3.3 The CONTRACTOR shall take full responsibility for the
adequacy, stability and safety of all its operations and
methods necessary for the performance of the WORK and
shall keep strictly to the provisions of all laws and
regulations and COMPANYs procedure on health, safety and
environment.
3.4 In order to ensure that performance and completion of the
WORK are not delayed or impeded the CONTRACTOR shall be
responsible for the timely provision of all matters referred
to under this SERVICE ORDER.
3.5 CONTRACTOR shall be responsible for ensuring that its own
and its SUBCONTRACTORS PETRONAS license remains valid
throughout the SERVICE ORDER duration as specified under
the PETRONAS requirements in compliance with the
Malaysian Petroleum Development Act, failing which the
SERVICE ORDER may be terminated by COMPANY, and/or the
CONTRACTOR and/or SUBCONTRACTORS may be blacklisted..
Page 1 of 9
3.6 CONTRACTOR shall ensure that all PETRONAS requirements
and guidelines relating to procurement are imposed upon all
SUBCONTRACTORS. COMPANY has the right to deduct the
total sum of any purchase or services made by CONTRACTOR
or its SUBCONTRACTOR from the SERVICE ORDER PRICE
which is not in compliance with the above stipulated
PETRONAS procurement guidelines.
4. OFFSHORE TRANSPORTATION AND ACCOMMODATION
4.1 The CONTRACTOR shall be provided with, at no cost to the
CONTRACTOR, all offshore accommodation and messing and
all routine and medivac transportation for personnel
provided by CONTRACTOR GROUP and for equipment and
materials provided by CONTRACTOR GROUP which are
capable of transportation by helicopter or supply boat
between the COMPANY designated heliport and supply base
and the offshore part of the WORKSITE.
4.2 The costs of non-routine transportation requested by the
CONTRACTOR may, at the sole option of the COMPANY, be
recovered from the CONTRACTOR.
4.3 COMPANY shall always have the right to change the schedule
without prior notice for reasons of unavailability of transport
and for emergency and safety considerations as determined
solely by COMPANY.
5. CONTRACTOR TO INFORM ITSELF
5.1 The CONTRACTOR shall be deemed to have satisfied itself,
before entering into the SERVICE ORDER, as to the extent
and nature of the WORK including but not limited to the
services, personnel, materials and equipment, plan,
consumables and facilities required for the WORK, the
correctness and sufficiency of the rates and prices, general
and local conditions, and all other matters which could
affect progress or performance of the WORK.
5.2 Any failure by the CONTRACTOR to take account of matters
which affect the WORK will not relieve the CONTRACTOR
from its obligations under the SERVICE ORDER.
6. CONTRACTOR TO INFORM COMPANY
6.1 The CONTRACTOR shall notify the COMPANY without undue
delay of all things which in the opinion of the CONTRACTOR
appear to be deficiencies, omissions, contradictions or
ambiguities in the SERVICE ORDER or conflicts with
applicable law. The COMPANY shall review these items and
issue the necessary instructions before the CONTRACTOR
proceeds with any part of the WORK affected.
6.2 The CONTRACTOR shall immediately notify the COMPANY of
any accidents which occur in connection with the carrying
out of the WORK or of any other incidents or of any
proposed or actual stoppages of work, industrial disputes or
other matters affecting or likely to affect the carrying out or
completion of the WORK.
7. ASSIGNMENT AND SUBCONTRACTING
7.1 Assignment
(a) COMPANY is entitled to assign the SERVICE ORDER or any
part of it or any benefit or interest in or under it to any
CO-VENTURER or AFFILIATE of the COMPANY for
OFFSHORE SERVICES version 2015
performance of the WORK contemplated hereunder. In
addition the COMPANY may make any such assignment to
any other third party but only with the prior agreement
of the CONTRACTOR which shall not unreasonably be
withheld or delayed.
(b) The CONTRACTOR shall not assign the SERVICE ORDER or
any part of it, any benefit, or any interest in or under it
to any party without the prior approval of the COMPANY
which shall not unreasonably be withheld or delayed.
7.2 Subcontracting
(a) The CONTRACTOR shall not subcontract any part of the
WORK without the prior approval of the COMPANY which
approval shall not unreasonably be withheld or delayed.
(b) The CONTRACTOR shall be responsible for all work, acts,
omissions and defaults of any SUBCONTRACTOR as fully
as if they were work, acts, omissions or defaults of the
CONTRACTOR.
8. CONTRACTOR PERSONNEL
8.1 The CONTRACTOR undertakes to provide sufficient personnel
at all times to ensure performance and completion of the
WORK in accordance with the provisions of the SERVICE
ORDER.
8.2 All personnel employed on the WORK shall, for the work
which they are required to perform, be competent, properly
qualified, skilled and experienced in accordance with good
industry practice. The CONTRACTOR shall verify all relevant
qualifications of such personnel.
8.3 Where key personnel of the CONTRACTOR are specified in
the SERVICE ORDER they shall not be replaced without the
prior approval of the COMPANY. Any replacement shall work
with the person to be replaced for a reasonable handover
period.
8.4 The CONTRACTOR shall ensure that such key personnel shall
read, write and speak fluent English.
8.5 The CONTRACTOR shall make its own arrangements for the
engagement of personnel, local or otherwise, and, save in so
far as the SERVICE ORDER otherwise provides, for their
payment and onshore transport, housing, maintenance and
board and lodging.
8.6 The CONTRACTOR shall be as responsible for any WORK
performed by any agency personnel and by any other person
provided by the CONTRACTOR in connection with the WORK
as if the WORK was performed by the employees of the
CONTRACTOR.
8.7 The CONTRACTOR shall ensure that all employees of the
CONTRACTOR and any SUBCONTRACTOR engaged in the
performance of the WORK comply with applicable laws
including immigration laws and where required are in
possession of a valid work permit for the duration of the
SERVICE ORDER.
9. DEFECTIVE PERFORMANCE
9.1 The CONTRACTOR warrants that the WORK shall be free
from errors, defects, deficiencies and/or failures, comply
with all requirements of the SERVICE ORDER, be of good
quality and workmanship and fit for the intended purpose
Page 2 of 9
 where a purpose is defined in the SERVICE ORDER or, where
no such purpose is defined, fit for its ordinary purpose.
9.2 Where the COMPANY has found the WORK or part thereof or
any rework performed by the CONTRACTOR not to have been
performed in accordance with the SERVICE ORDER, the
COMPANY shall notify CONTRACTOR in writing of the specific
nature of the defect. The CONTRACTOR shall at its own
expense and risk, remedy that part of the WORK which has
not been performed in accordance with the SERVICE ORDER.
9.2 The COMPANY may engage a third party to remedy any part
of the WORK which has not been remedied by CONTRACTOR
pursuant to the notice provided by COMPANY under Article
9.2, in which case CONTRACTOR shall cease immediately any
work being carried out by CONTRACTOR under Article 9.2.
9.4 Notwithstanding Article 9.2 and Article 9.3, the COMPANY is
entitled to forthwith remedy the defect either by itself or
by engaging a third party without affording the
CONTRACTOR a prior opportunity to remedy.
9.5 Where the COMPANY, under Article 9.3 or Article 9.4,
engages a third party, the CONTRACTOR shall be liable for
any additional costs (including, without limitation, the total
costs of the re-performance of the relevant part of the
WORK by the third party) reasonably incurred by the
COMPANY as a direct result of the defective performance or
re-performance of the relevant part of the WORK by the
CONTRACTOR. The COMPANY is entitled to deduct such costs
from any moneys due or which may become due to
CONTRACTOR or recover such costs as a debt due from the
CONTRACTOR without prejudice to COMPANYs rights under
the SERVICE ORDER and/or at law.
10. CHANGES
10.1 Nothing shall constitute a CHANGE ORDER unless it is given
in writing by the COMPANY and it states that it is given
pursuant to this Article 10.
10.2 COMPANY or CONTRACTOR shall have the right, at any time,
to request a change but such change shall in no way affect
the rights or obligations of the parties hereto except as
explicitly provided in the CHANGE ORDER.
10.3 Changes to the scope of WORK, SERVICE ORDER PRICE,
property and/or personnel of the CONTRACTOR may be
required for the performance of the WORK. Such changes
may include, but is not limited to additions, deletions,
substitutions, alterations and modifications. If any such
changes affect the amount due and/or the time of
performance thereunder, an equitable adjustment shall be
made as mutually agreed by CONTRACTOR and COMPANY, to
the amount due and/or the time of performance, as the
case may be by the issuance of a CHANGE ORDER.
10.4 Any adjustment to the SERVICE ORDER PRICE resulting from
any CHANGES shall be valued at the appropriate rates and
prices included in the SERVICE ORDER or in the absence of
such rates and prices, a fair valuation shall be made.
10.5 No CHANGES shall be effective unless evidenced by a
CHANGE ORDER which is signed by both parties.
11. FORCE MAJEURE
11.1 Where any force majeure event as hereinafter defined
renders impossible or hinders or delays the performance of
any obligation under the SERVICE ORDER, then the failure or
omission of COMPANY or CONTRACTOR to perform such
OFFSHORE SERVICES version 2015
obligation, except the obligation to pay money due for the
WORK, shall not be treated as failure or omission to comply
with the SERVICE ORDER.
11.2 The events falling within force majeure include events
beyond the control of the parties or either of them but are
not limited to acts of God or force of nature, earthquake,
tsunami and perils to navigation (other than adverse sea or
weather conditions), act of war (declared or undeclared) or
of public enemy, strike (excluding strikes, lockouts or other
industrial disputes or action solely amongst employees of
CONTRACTOR or its SUBCONTRACTORS), act or omission of
sovereign states or those purporting to represent sovereign
states, blockade, embargo, quarantine, public disorder or
sabotage. However, the following events shall not be
considered as force majeure events:
(a) late delivery of materials or equipment caused by
congestion at suppliers plant or elsewhere, an oversold
condition of market, inefficiencies, or similar event; or
(b) late performance by CONTRACTOR and/or a
SUBCONTRACTOR caused by unavailability of equipment,
supervisors, or labour; or
(c) breakdown or damage of any CONTRACTOR PROPERTY
unless it was caused by a force majeure event; or
(d) delays due to ordinary storm or inclement weather; or
(e) non-performance by SUBCONTRACTORS, unless the delay
arises out of a force majeure event and is beyond control
of both CONTRACTOR and SUBCONTRACTOR and an
alternate acceptable source of services, equipment or
material is unavailable; or
(f) financial distress of CONTRACTOR or SUBCONTRACTOR.
11.3 If the event of a force majeure occurrence and in the
opinion of COMPANY, CONTRACTOR equipment and products
to perform the WORK cannot be delivered to the WORKSITE
or should any act of force majeure cause suspension of
WORK hereunder for a continuous period of at least 30 days
and continuation of this SERVICE ORDER will adversely affect
COMPANYs operations, then COMPANY shall have the option
either to terminate the SERVICE ORDER or part of the WORK,
in which case neither party shall have any further obligation
or liability hereunder.
12. SUSPENSION
12.1 The COMPANY shall have the right to suspend the WORK or
any part thereof, for any of the following reasons;
(a) in the event of some default on the part of the
CONTRACTOR; or
(b) in the event that suspension is necessary for the proper
execution or safety of the WORK, or persons; or
(c) to suit the convenience of the COMPANY.
12.2 Upon receipt of any such notice, the CONTRACTOR shall,
unless instructed otherwise;
(a) discontinue the WORK or the part of the WORK, on the
date and to the extent specified, and
(b) properly protect and secure the WORK as required by the
COMPANY.
12.3 If suspension results from default on the part of the
CONTRACTOR any additional costs reasonably incurred by
the COMPANY as a direct result shall be recoverable by the
COMPANY from the CONTRACTOR.
Page 3 of 9
12.4 The COMPANY may, by further notice, instruct the
CONTRACTOR to resume the WORK to the extent specified.
13. TERMS OF PAYMENT
13.1 The CONTRACTOR shall submit to the COMPANY the invoice
in duplicate, one (1) original and one (1) copy each
complete with the necessary original supporting
documentation following completion of the WORK.
Each invoice shall be forwarded to:-
Petrofac (Malaysia-PM304) Limited
Level 21, Tower 3, Persiaran KLCC,
Kuala Lumpur City Centre
50088 Kuala Lumpur
Attention: Accounts Payable
13.2 Unless otherwise stated in the SERVICE ORDER, COMPANY
shall subject to any dispute over the invoice, make payment
in respect of such correctly prepared, non-disputed and
adequately supported invoice within thirty (30) days as
follows:
(a) for payments in Ringgit Malaysia the COMPANY shall
make payment of the due amount into the bank account
of the CONTRACTOR specified in the SERVICE ORDER or
otherwise notified by the CONTRACTOR; or
(b) Where SERVICE ORDER PRICE is stated in a foreign
currency and CONTRACTOR is not authorised to accept in
such currency then, for the purpose of converting a
foreign currency to enable payment to be made in
Ringgit Malaysia, the rate of exchange to be used shall
be the average of the selling and buying rates of
Telegraphic Transfer published in the opening of
business rate sheet by Malayan Banking Berhad Kuala
Lumpur, on the day of payment. If such day falls on a
day where the rate is not available, the rate quoted
immediately before such day shall be used.
13.3 (a) In the event that the SERVICE ORDER is segregated for
services performed inside and/ or outside Malaysia, the
CONTRACTOR shall state the applicable description on
the invoices as follows:-
i.WORK performed inside Malaysia;
ii.WORK performed outside Malaysia;
iii.Reimbursements/ disbursements inside Malaysia;
iv. Reimbursements/ disbursements outside Malaysia;
v. Hotel accommodation charges during travels in
Malaysia (if any/ required);
vi. Service tax or GST (if applicable).
(b) The CONTRACTOR shall state the applicable description
on the invoices as follows:-
i. Supply of equipment;
ii. Custom charges and/ or GST (if applicable).
13.4 If the COMPANY at any time incurs costs which, under the
provisions of the SERVICE ORDER, the COMPANY is entitled
to recover from the CONTRACTOR, the COMPANY may
invoice the CONTRACTOR for such costs, provided always
that the COMPANY may deduct the amount of such costs
from any amount due, or that may become due to the
CONTRACTOR under the SERVICE ORDER.
The CONTRACTOR shall pay the COMPANY within thirty (30)
days of receipt of invoice any sums outstanding after such
deduction.
14. TAXES
14.1 CONTRACTOR shall be responsible for:-
OFFSHORE SERVICES version 2015
(a) and shall pay at its own expense when due and payable
all TAXES assessed against it in connection with the
SERVICE ORDER. All TAXES levied on CONTRACTOR shall
be for the account of CONTRACTOR and shall not be
reimbursed by COMPANY;
(b) compliance with all statutory obligations to make
deductions on account of and to remit the required
amounts to any appropriate government authority
whether of Malaysia or elsewhere, in respect of all
TAXES in connection with the SERVICE ORDER; and
(c) ensuring that any SUBCONTRACTOR or any other person
employed, or providing services on or in connection with
the SERVICE ORDER shall comply with this Clause.
14.2 CONTRACTOR shall supply to COMPANY all such information,
in connection with activities under the SERVICE ORDER, as is
necessary to enable COMPANY to comply with the lawful
demands for such information by any appropriate
government authority whether of Malaysia or elsewhere.
14.3 COMPANY shall if required by local law or regulation deducts
withholding taxes from payments due from COMPANY to
CONTRACTOR under this SERVICE ORDER. If CONTRACTOR is
under the opinion that the payment(s) should not be subject
to withholding tax in Malaysia, CONTRACTOR shall submit to
COMPANY a letter from the Malaysian Tax Authority
confirming that CONTRACTOR is a tax resident in Malaysia,
failing which COMPANY shall consider CONTRACTOR a non-
resident in Malaysia for tax purposes until such time that the
required letter is submitted to COMPANY.
Where CONTRACTOR is claiming any tax benefits and/ or
exemption in relation to payment due to CONTRACTOR
under this SERVICE ORDER under a Double Taxation
Agreement, CONTRACTOR is required to provide its
certificate of residence as issued by CONTRACTORs Tax
Authority, in the absence of which, COMPANY shall withhold
TAXES from all payments due to CONTRACTOR under this
SERVICE ORDER.
If any withholding tax is deducted, COMPANY shall provide
CONTRACTOR with official receipts or other satisfactory
evidence in respect of such deduction or withholding.
14.4 CONTRACTOR shall save, indemnify, defend and hold
harmless COMPANY against:
(a) all claims or liability for TAXES assessed or levied by the
Malaysian Taxing Authority or elsewhere, whichever is
applicable against CONTRACTOR or its SUBCONTRACTOR
or against COMPANY for or on account of any payment
made to or earned by CONTRACTOR in connection with
this SERVICE ORDER.
(b) all TAXES assessed or levied against or on account of
wages, salaries or other benefits paid to or enjoyed by
CONTRACTORs employees, or employees of its
SUBCONTRACTOR, and all TAXES assessed or levied
against, on or for account of any property or GOODS of
CONTRACTOR or its SUBCONTRACTOR.
(c) all claims, demands and causes of action based on any
actual TAXES for which they are liable or any actual or
alleged failures by CONTRACTOR or its SUBCONTRACTOR
to comply with applicable tax reporting, return, or other
procedural requirement with respect to the SERVICE
ORDER. This indemnity shall include without limitation
all penalties, awards, and judgements; court and
arbitration costs; attorneys fees; and other reasonable
expenses associated with such claims, demands, and
causes of action.
14.5 If COMPANY receives a notice requiring it to pay any TAXES
whether with respect to CONTRACTOR, any
Page 4 of 9
 SUBCONTRACTOR or any other person employed by them on
or in connection with the SERVICE ORDER, COMPANY shall
forthwith notify CONTRACTOR who shall work with COMPANY
to make all reasonable endeavours to make any valid appeal
against such payment. In the event that COMPANY is
ultimately required to make such payment, COMPANY may
recover from CONTRACTOR any such sums and all reasonable
costs incurred in connection therewith and CONTRACTOR
shall within fourteen (14) days of receiving written notice
from COMPANY pay to COMPANY any such sum or COMPANY
shall be entitled to deduct such sums from any monies due,
or which may become due, to CONTRACTOR.
14.6 Goods and Services Tax (GST)
14.6.1 The sums payable under this SERVICE ORDER shall be
exclusive of GST.
14.6.2 If anything done under this SERVICE ORDER constitutes a
supply on which GST is chargeable, the party making the
supply and who has registered with the Royal Malaysian
Customs of Malaysia (RMCD) is entitled to charge GST on
the payment of the supply. The consideration for such
supply will be increased by an amount calculated as:
AxR
Where:
A is the amount of consideration payable for the supply; and
R is the applicable rate of GST
The recipient of that supply shall, upon receipt of a valid tax
invoice in relation to that supply, pay the supplier (in
addition to any other amounts payable under this SERVICE
ORDER) an amount equal to any GST so chargeable for which
the supplier is liable to account. The payment of GST
applicable under this SERVICE ORDER shall be made
simultaneously with the remaining invoice value in
accordance with Article 13.
14.6.3 If CONTRACTOR is liable for GST as contemplated by 14.6.2
then:
(a) if requested by the COMPANY , CONTRACTOR shall:
i. provide to COMPANY information that may be
reasonably required to establish its liability for GST;
and
ii. do such things and provide such information and
documents as may reasonably be required by
COMPANY to enable COMPANY to claim an input tax
credit under the relevant law.
(b) where a taxable supply has been made and consideration
charged but the applicable GST has not been charged,
the increase in the consideration required by paragraph
14.6.2 shall be paid by COMPANY upon the provision of a
tax invoice by CONTRACTOR in accordance with the GST
law.
14.6.4 Where GST charged by CONTRACTOR to COMPANY creates
additional irrecoverable GST costs to COMPANY, the parties
shall have a discussion regarding arrangements to mitigate
such irrecoverable GST costs.
14.6.5 Where costs incurred by CONTRACTOR are to be
reimbursed by COMPANY, CONTRACTOR shall make
reasonable efforts to reduce GST costs by making use of
available reliefs, zero-ratings, suspensions and exemptions
applicable to such costs.
14.6.6 CONTRACTOR shall protect and indemnify COMPANY and
hold COMPANY safe and harmless from:-
(a) any and all claims, demands and causes of action based
on any actual GST for which they are liable or any actual
OFFSHORE SERVICES version 2015
or alleged failures by CONTRACTOR or its
SUBCONTRACTOR to comply with applicable reporting,
return, or other procedural requirement with respect to
their payment of SERVICE ORDER; and
(b) any and all claims, demands and causes of action for
which COMPANY shall be or become liable as a result of
CONTRACTORs or its SUBCONTRACTORS failure to
comply with the instructions, directions and procedural
requirements of COMPANY, the RMCD or other relevant
authorities, with respect to GST.
This indemnity shall include without limitation all penalties,
awards, and judgments; court and arbitration costs;
attorneys' fees; and other reasonable expenses associated
with such claims.
14.7 Stabilisation
If a material change occurs to CONTRACTORs or COMPANYS
economic benefits after the Effective Date of the SERVICE
ORDER due to the promulgation of new laws, decrees, rules
and regulations or any amendment to the applicable laws,
decrees, rules and regulations made by the Government of
Malaysia, then both COMPANY and CONTRACTOR shall
consult promptly to consider if it is appropriate to amend
the SERVICE ORDER.
15. OWNERSHIP
15.1 The COMPANY shall retain title to all TECHNICAL
INFORMATION.
15.2 All equipment, materials and supplies provided by the
CONTRACTOR for permanent incorporation into the WORK
shall become the property of the COMPANY upon delivery to
the offshore part of the WORKSITE or payment by the
COMPANY whichever is the earlier.
15.3 Title in any equipment, materials and supplies provided by
CONTRACTOR which do not comply with the requirements of
the SERVICE ORDER and which are rejected by the
COMPANY, shall re-vest immediately in the CONTRACTOR.
15.4 Where designs, drawings, reports, sketches and other
documents and data to be provided by the CONTRACTOR
hereunder are created and stored electronically, the
CONTRACTOR shall provide to the COMPANY such designs,
drawings, reports, sketches and other documents and data
on a disk or other electronic media compatible with the
COMPANYs systems at the times when reasonably required
by the COMPANY. The COMPANY and the CONTRACTOR shall
agree the system compatibility requirements applicable to
the WORK.
15.5 Title to all reports, test results and charts of whatever
nature in respect of COMPANYs wells including information
on the geology and formations encountered in the well that
have been created by the CONTRACTOR in the performance
of the WORK shall vest in the COMPANY with effect from the
date of creation. Upon completion, suspension or
abandonment of each well or if earlier upon completion of
CONTRACTORs WORK in connection with that well, the
CONTRACTOR shall issue to the COMPANY all such documents
in its possession.
16. PATENTS INDEMNITY
16.1 CONTRACTOR shall hold COMPANY GROUP harmless (and
indemnify COMPANY GROUP and keep COMPANY GROUP
indemnified) against all costs, claims, demands, expenses
and damages of whatsoever nature incurred by or awarded
against COMPANY GROUP arising out of a claim of
infringement of any intellectual property right however
arising as a result of or in connection with the provision of
WORK by the CONTRACTOR in connection with this SERVICE
ORDER.
Page 5 of 9

17. LAWS AND REGULATIONS
17.1 The CONTRACTOR shall comply with all applicable laws,
rules and regulations applicable to the SERVICE ORDER
and/or that of any governmental or regulatory body having
jurisdiction over the WORK and/or the WORKSITE which are
applicable to it and CONTRACTOR shall save, indemnify,
defend and hold harmless the COMPANY GROUP from and
against any claims, losses, damages, liability, fines and/or
penalties incurred as a result of the CONTRACTOR's non-
compliance therewith.
17.2 The CONTRACTOR shall obtain all licences, permits,
temporary permits and authorisations required by the
applicable laws, rules and regulations for the performance
of the WORK.
18. INDEMNITIES
18.1 The CONTRACTOR shall be responsible for and shall save,
indemnify, defend and hold harmless the COMPANY GROUP
from and against all claims, losses, damages, costs
(including legal costs) expenses and liabilities in respect of:
(a) loss of or damage to or loss of use of property of the
CONTRACTOR GROUP whether owned, hired, leased or
otherwise provided by the CONTRACTOR GROUP arising
from or relating to the performance of the SERVICE
ORDER; and
(b) personal injury including death or disease to any
personnel of the CONTRACTOR GROUP arising from or
relating to the performance of the SERVICE ORDER; and
(c) personal injury including death or disease or loss of or
damage to the property of any third party to the extent
that any such injury, loss or damage is caused by the
negligence or breach of duty (whether statutory or
otherwise) of the CONTRACTOR GROUP. For the purposes
of this Article 18.1(c) third party shall mean any party
which is not a member of the COMPANY GROUP or
CONTRACTOR GROUP.
18.2 The COMPANY shall be responsible for and shall save,
indemnify, defend and hold harmless the CONTRACTOR
GROUP from and against all claims, losses, damages, costs
(including legal costs) expenses and liabilities in respect of:
(a) loss of or damage to or loss of use of property of the
COMPANY, whether owned, hired, leased or otherwise
provided by the COMPANY GROUP, arising from or
related to the performance of the SERVICE ORDER
located at the WORKSITE; and
(b) personal injury including death or disease to any
personnel of the COMPANY arising from or relating to the
performance of the SERVICE ORDER; and
(c) personal injury including death or disease or loss of or
damage to the property of any third party to the extent
that any such injury, loss or damage is caused by the
negligence or breach of duty (whether statutory or
otherwise) of the COMPANY GROUP. For the purposes of
this Article 18.2(c) third party shall mean any party
which is not a member of the CONTRACTOR GROUP or
COMPANY GROUP.
OFFSHORE SERVICES version 2015
18.3 Notwithstanding the provisions of Article 18.1(c) and except
as provided by Article 18.1(a), 18.1(b) and Article 18.4, the
COMPANY shall save, indemnify, defend and hold harmless
the CONTRACTOR GROUP from and against any claim of
whatsoever nature arising from pollution and/or
contamination including without limitation such pollution or
contamination emanating from the reservoir and/or from
any property of the COMPANY GROUP arising from or related
to the performance of the SERVICE ORDER.
18.4 Notwithstanding the provisions of Article 18.2(c) and except
as provided by Article 18.2(a) and Article 18.2(b), the
CONTRACTOR shall save, indemnify, defend and hold
harmless the COMPANY GROUP from and against any claim of
whatsoever nature arising from pollution arising from or
relating to the performance of the SERVICE ORDER where:
(a) such pollution occurs on the premises of the
CONTRACTOR GROUP;
(b) such pollution emanates from property of the
CONTRACTOR which is located at the wellsite above the
rotary table or above the bottom of the vessel where
WORK is performed from a vessel, whichever is the
higher; and/or
(c) such pollution occurs whilst on CONTRACTOR GROUP
provided transportation between the premises of the
CONTRACTOR GROUP and the wellsite.
.
18.5 All exclusions and indemnities under this Article 18 and
Article 25 shall apply irrespective of any claim in tort, under
contract or otherwise at law.
18.6 If CONTRACTOR becomes aware of any incident likely to give
rise to a claim under the above indemnities, CONTRACTOR
shall notify COMPANY and CONTRACTOR shall co-operate
fully in investigating the incident.
19. INSURANCE BY CONTRACTOR
19.1 CONTRACTOR hereby warrants that it shall maintain levels of
insurance sufficient to cover its respective liabilities and
obligations under the SERVICE ORDER and at law.
19.2 CONTRACTOR shall cause their insurers to expressly waive
any and all rights of subrogation against the COMPANY to the
extent of the indemnity obligations assumed under this
SERVICE ORDER.
20. CONFIDENTIALITY
20.1 Parties shall keep confidential and shall not, without the
prior consent in writing of the other, disclose to any third
party any technical or commercial information which has
been acquired from the other in strict confidence and as a
result of discussions, negotiations and other communication
between them relating to this SERVICE ORDER.
21. TERMINATION
21.1 The COMPANY shall have the right by giving fourteen (14)
days prior written notice to terminate all or any part of the
WORK or the SERVICE ORDER at such time or times as the
COMPANY may consider necessary for any or all of the
following reasons:
(a) to suit the convenience of the COMPANY; or
Page 6 of 9
 (b) in the event of any default on the part of the
CONTRACTOR; or
(c) in the event of the CONTRACTOR becoming bankrupt or
making a composition or arrangement with its creditors
or a winding-up order of the CONTRACTOR being made or
(except for the purposes of amalgamation or
reconstruction) a resolution for its voluntary winding-up
being passed or a provisional liquidator, receiver or
manager of his business or undertaking has been duly
appointed, or possession taken by or on behalf of
creditors or debenture holders secured by a floating
charge of any property comprised in or subject of the
said floating charge, or any equivalent act or thing
should be done or suffered under any applicable law.
21.2 In the event of default on the part of the CONTRACTOR and
before the issue by the COMPANY of an order of termination
of all or any part of the WORK or the SERVICE ORDER, the
COMPANY shall give notice of default to the CONTRACTOR
giving the details of such default. If the CONTRACTOR upon
receipt of such notice does not commence and thereafter
continuously proceed with action satisfactory to the
COMPANY to remedy such default the COMPANY may issue a
notice of termination in accordance with the provisions of
Article 21.1. Notwithstanding the foregoing, COMPANY is
entitled to forthwith issue a notice of termination in the
event that the COMPANY is of the opinion that such default
is incapable of being remedied by the CONTRACTOR.
21.3 In the event of the COMPANY giving the CONTRACTOR notice
of termination of all or any part of the WORK or the SERVICE
ORDER, such notice shall become effective on the date
specified therein (or in the absence of any specified date at
the date of receipt of the notice) whereupon the
CONTRACTOR shall immediately:
(a) cease performance of the WORK or such part thereof as
may be specified in the notice; and
(b) allow the COMPANY or its nominee full right of access to
take over the WORK or the relevant part of the WORK;
and
(c) assign to the COMPANY, or its nominee, to the extent
desired by the COMPANY all or the relevant parts of the
rights, titles, liabilities and SUBCONTRACTS relating to
the WORK which the CONTRACTOR may have acquired or
entered into.
21.4 In the event of termination under Article 21.1(a) the
CONTRACTOR shall be entitled to payment as set out in the
SERVICE ORDER for the part of the WORK performed in
accordance with the SERVICE ORDER together with such
other payments and fees as may be set out in the SERVICE
ORDER or in the absence of such provisions such reasonable
costs as agreed between the parties at the time of
termination.
21.5 In the event of termination in accordance with Article
21.1(b) or Article 21.1(c) the following shall apply:
(a) CONTRACTOR shall cease to be entitled to receive any
money or monies on account of the SERVICE ORDER until
the costs of completion and all other costs arising as a
result of CONTRACTORs default or other events giving
rise to the termination have been finally ascertained;
(b) thereafter and subject to any deductions that may be
made under the provisions of the SERVICE ORDER the
CONTRACTOR shall be entitled to payment only for the
part of the WORK completed in accordance with the
SERVICE ORDER up to the date of termination; and
(c) any additional costs reasonably incurred by the
COMPANY as a direct result of the CONTRACTORs
OFFSHORE SERVICES version 2015
default or other events giving rise to termination shall be
recoverable from the CONTRACTOR.
22. AUDIT
22.1 The CONTRACTOR shall co-operate fully with the COMPANY
and/or its representatives in the carrying out of any audit
required by the COMPANY. The COMPANY will conduct any
audit in a manner which will keep to a reasonable minimum
any inconvenience to the CONTRACTOR.
23. LIENS
23.1 The CONTRACTOR shall not claim any lien, charge or the like
on the WORK or on any property of the COMPANY in the
possession of the CONTRACTOR or at the WORKSITE.
23.2 Without prejudice to any other provisions of this Article 23,
the CONTRACTOR shall save, indemnify, defend and hold
harmless the COMPANY from and against all liens,
attachments, charges or claims by any SUBCONTRACTORS in
connection with or arising out of the SERVICE ORDER.
24. BUSINESS ETHICS
24.1 CONTRACTOR agrees that at all times in relation to the
performance of the WORK it will and it will procure that its
directors, officers, employees, SUBCONTRACTORS, agents
and consultants will observe and abide by the Petrofac Code
of Business Conduct (the "Code") and to all applicable laws,
rules, orders, decrees or regulations relating to anti-bribery
and corruption and including, without limitation, the
Malaysia Anti-Corruption Commission Act 2009 (Act 694) or
any statutory amendment, modification or re-enactment
thereof.
25. INDIRECT LOSS
25.1 Indirect Loss shall mean loss of production, loss of
product, loss of use and loss of revenue, profit or
anticipated profit, arising from or related to the
performance of the SERVICE ORDER whether or not such
losses were foreseeable at the time of entering into the
SERVICE ORDER or made known to the other party.
25.2 Notwithstanding any provisions to the contrary elsewhere in
the SERVICE ORDER and except to the extent of any agreed
liquidated damages (including any predetermined
termination fees) provided for in the SERVICE ORDER, the
COMPANY shall save, indemnify, defend and hold harmless
the CONTRACTOR GROUP from the COMPANY GROUPs own
Indirect Loss and the CONTRACTOR shall save, indemnify,
defend and hold harmless the COMPANY GROUP from the
CONTRACTOR GROUPs own Indirect Loss, arising from,
relating to or in connection with the performance or non-
performance of the SERVICE ORDER.
26. PERSONAL DATA
26.1 For the purposes of this Article 26, personal data shall
have the same meaning deployed to it under Act 709 of the
Laws of Malaysia, i.e. Personal Data Protection Act 2010
(PDPA 2010).
26.2 CONTRACTOR shall ensure that all personal data provided to
COMPANY is accurate at the point of submission and that
COMPANY is kept updated of any changes to such personal
Page 7 of 9
 data. It shall be the obligation of the CONTRACTOR to
ensure that it has obtained all necessary consents and
approvals from the data subject before such personal data is
provided to COMPANY and CONTRACTOR shall provide
COMPANY the requisite notices required under the PDPA
2010 evidencing such consents and approvals.
26.2 CONTRACTOR shall ensure that all personal data provided by
COMPANY to CONTRACTOR shall be processed, handled or
otherwise dealt with by CONTRACTOR in strict compliance
with the PDPA 2010. CONTRACTOR shall ensure that such
data is solely used for the purposes set-out under this
SERVICE ORDER and shall not be utilised for any other
purpose without the prior written approval of the COMPANY.
26.3 CONTRACTOR agrees (or where relevant, warrants that it
has the requisite consent from the data subject and has
complied with all the requirements under the PDPA 2010) to
allow COMPANY GROUP to use, process, disclose, transfer or
to deal with all of the personal data provided by
CONTRACTOR to COMPANY, whether in electronic or any
other form and whether provided orally or in writing to
COMPANY, including but not limited to such personal data
which may be provided in any forms, declarations,
appendices, notices, exhibits and any changes thereto, and
any other personal, financial or sensitive personal data as
COMPANY deems appropriate for the purposes of
performance and fulfilment of this SERVICE ORDER.
26.4 CONTRACTOR also consents and agrees (or where relevant,
warrants that it has the requisite consent from the data
subject and has complied with all the requirements under
the PDPA 2010) that the personal data may be disclosed or
transferred to locations outside Malaysia (where the
personal data may not be afforded the same level of
protection as it is under the laws of Malaysia) or otherwise
processed by the following categories of persons (whether
within or outside Malaysia) for the aforesaid purposes:
(a) COMPANY GROUP;
(b) PETRONAS, including all related companies, subsidiaries,
holding companies and associated companies;
(c) anybody or person to whom COMPANY is compelled or
required to disclose to under any laws or in response to
any competent or government, state, provincial, local
government, statutory or municipal authority, industry
regulators, agency or body;
(d) COMPANYs contractors or third party service or product
providers (including but not limited to its auditors,
lawyers, company secretaries, service providers, events
and training organisers, telecommunications
companies, cloud computing or data backup service
providers and other advisers);
(e) any prospective persons, owners or company and their
advisors in the case of a joint venture or collaboration,
financing, sale, merger or acquisition by another
business or company (or when either of these
possibilities or a similar event is being contemplated).
26.5 CONTRACTOR acknowledges and confirms that all personal
data provided to COMPANY, whether orally or in writing, is
true, accurate and complete in all aspects and CONTRACTOR
unconditionally agrees to be bound by this Article 26.
27. RESOLUTION OF DISPUTES
27.1 Any dispute between the COMPANY and the CONTRACTOR in
connection with or arising out of the SERVICE ORDER or the
WORK shall be firstly resolved by referring such dispute to
the COMPANY representative and CONTRACTOR
representative who shall discuss the matter in dispute and
make all reasonable efforts to reach an agreement.
OFFSHORE SERVICES version 2015
27.2 In the absence of any agreement being reached on a
particular dispute in accordance with Article 27.1, either
party may refer the dispute to arbitration in accordance
with the following provisions of this Article 27.
27.3 Any dispute arising out of or in connection with the SERVICE
ORDER which cannot be resolved in accordance with the
foregoing provisions of this Article, including any questions
regarding its existence, validity or termination, shall be
exclusively referred to and finally resolved by arbitration at
the Kuala Lumpur Regional Centre for Arbitration (KLRCA)
in accordance with the KLRCA Rules in place at the material
time, in the following manner:
(a) the seat and venue of arbitration shall be in Kuala
Lumpur, Malaysia;
(b) the arbitral tribunal shall consist of one (1) arbitrator
who shall be independently appointed by the Director
of the KLRCA;
(c) the language of the arbitration shall be English;
(d) the award shall be final and binding and its recognition
and enforcement may be requested from any court
having competent jurisdiction;
(e) the costs of the arbitration shall be borne by the Party
whose contention was not upheld by the arbitral
tribunal, unless otherwise provided in the arbitration
award.
27.4 Whilst any matter or matters are in dispute, the
CONTRACTOR shall proceed with the execution and
completion of the WORK with all due diligence, and both the
CONTRACTOR and the COMPANY shall comply with all the
provisions of the SERVICE ORDER.
28. GENERAL LEGAL PROVISIONS
28.1 Waiver
None of the terms and conditions of the SERVICE ORDER shall
be considered to be waived by either the COMPANY or the
CONTRACTOR unless a waiver is given in writing by one party
to the other. No failure on the part of either party to
enforce any of the terms and conditions of the SERVICE
ORDER shall constitute a waiver of such terms.
28.2 Retention of Rights
Subject to the provisions of Article 18, unless otherwise
specifically stated in the SERVICE ORDER, both the COMPANY
and the CONTRACTOR shall retain all rights and remedies,
both under the SERVICE ORDER and at law, which either may
have against the other.
The CONTRACTOR shall not be relieved from any liability or
obligation under the SERVICE ORDER by any review,
approval, authorisation, acknowledgement or the like, by
the COMPANY.
28.3 Independence of the Contractor
The CONTRACTOR shall act as an independent contractor
with respect to the WORK and shall exercise control,
supervision, management and direction as to the method
and manner of obtaining the results required by the
COMPANY.
Page 8 of 9
 It shall be the sole exclusive duty of CONTRACTOR to
determine at all times whether the WORK can be safely
continued or undertaken. It shall be CONTRACTOR's duty to
inspect and ensure that all items of equipment and products
stored at the WORKSITE and at CONTRACTOR's base are in a
proper condition suitable to undertake any contemplated
operation under the then existing conditions.
The presence of and the inspection and supervision by
COMPANY representative(s) at the WORKSITE shall not
relieve CONTRACTOR from CONTRACTOR's obligations and
responsibilities.
28.4 Governing Law
The SERVICE ORDER shall be governed by Malaysian Law.
. COMPANY and the CONTRACTOR hereby agree to attempt to
28.5 Notices
All notices in respect of the SERVICE ORDER shall be given in
writing and delivered by hand, by telefax or by registered
mail to the relevant address specified in the SERVICE ORDER
and copied to such other office or offices of the parties as
shall from time to time be nominated by them in writing to
the other.
Such notices shall be effective:
(a) If delivered by hand - At time of delivery to either Party
(b) If sent by fax - At time of transmission
(c) If sent by registered mail - At time of receipt or
recorded delivery.
28.6 Status of Company
The COMPANY enters into the SERVICE ORDER for itself and
as agent for and on behalf of the other CO-VENTURERS.
Notwithstanding the above:
effective unless evidenced in writing and signed by the
parties to the SERVICE ORDER.
28.8 Mitigation of Loss
Both the COMPANY and the CONTRACTOR shall take all
reasonable steps to mitigate any losses resulting from any
breach of SERVICE ORDER by the other party.
28.9 Invalidity and Severability
If any provision of this SERVICE ORDER is found to be invalid
or unenforceable, the invalidity or unenforceability of such
provision shall not affect the other provisions of this SERVICE
ORDER and all provisions not affected by such invalidity or
unenforceability shall remain in full force and effect. The
substitute, for any invalid or unenforceable provision, a
valid or enforceable provision which achieves to the greatest
possible extent, the economic, legal and commercial
objectives of the invalid or unenforceable provision.
28.10Survivorship
The rights of the CONTRACTOR and COMPANY under this
SERVICE ORDER arising prior to the termination or
completion of this SERVICE ORDER shall survive the
termination or completion of this SERVICE ORDER.
28.11Incidental Costs
All costs in connection with or incidental to the preparation,
execution, stamping and registration of this SERVICE ORDER
or of any other documents to be executed or of any act, or
thing to be done pursuant to or in consequence of this
SERVICE ORDER arising from and including the date hereof
shall be borne and paid by CONTRACTOR.
29. PETRONAS RIGHT TO DISCLOSE

(a) the CONTRACTOR agrees to look only to the COMPANY
for the due performance of the SERVICE ORDER and
nothing contained in the SERVICE ORDER will impose any
liability upon, or entitle the CONTRACTOR to commence
any proceedings against any CO-VENTURER other than
the COMPANY; and
(b) the COMPANY is entitled to enforce the SERVICE ORDER
on behalf of all CO-VENTURERS as well as for itself. For
that purpose the COMPANY may commence proceedings
in its own name to enforce all obligations and liabilities
of the CONTRACTOR and to make any claim which any
CO-VENTURER may have against the CONTRACTOR; and
29.1 PETRONAS may from time to time disclose to any
governmental body, agency or department or any other
fiscal, monetary, regulatory authority or agency (including
but not limited to the Ministry of Finance), their legal
counsels and/or other professional advisers information
relating to the CONTRACTOR and/or the SERVICE ORDER as
such authority may require whether or not such requirement
has the force of law.

(c) All losses, damages, costs (including legal costs) and

expenses recoverable by the COMPANY pursuant to the
SERVICE ORDER or otherwise shall include the losses,
damages, costs (including legal costs) and expenses of
the COMPANYs CO-VENTURERS and its and their
respective AFFILIATES except that such losses, damages,
costs (including legal costs) and expenses shall be
subject to the same limitations or exclusions of liability
as are applicable to the COMPANY or the CONTRACTOR
under the SERVICE ORDER.

28.7 Entire Agreement

The SERVICE ORDER constitutes the entire agreement

between the parties hereto with respect to the WORK and
supersedes all prior negotiations, representations or
agreements related to the SERVICE ORDER, either written or
oral. No amendments to the SERVICE ORDER shall be

OFFSHORE SERVICES version 2015 Page 9 of 9