Applicable to contracts, agreements, and purchase orders signed with APIC and any of its subsidiaries

First Party: Arab Palestinian Investment Company (APIC) Group, also referred to herein as “The Company”

Second Party: The Supplier, vendor, distributor, service provider, consultant, recipient of Corporate Social Responsibility support, or other third-party entering into a contractual relationship with The Company (“Contractor”). For the purposes of these Terms and Conditions, the term “Contractor” shall also include its employees, agents, subcontractors, suppliers, affiliates, successors, and any other third party engaged directly or indirectly in the performance or fulfillment of the contractual instrument.

These General Terms and Conditions govern the Contractor’s provision of goods and/or services to The Company and sets out the Contractor’s obligations in alignment with applicable law and the International Finance Corporation (IFC) Performance Standards on Environmental and Social Sustainability (2012) (“IFC PS”).

1. Purpose and Scope

The Contractor shall perform all agreed upon services under the contractual instrument in a professional and diligent manner, consistent with industry standards, and in accordance with the following requirements:

2. Compliance with applicable laws, and regulations in the jurisdictions where it operates or provides services.
3. Alignment with The Company’s commitment and policies relating to environmental, social, and governance responsibility as may be updated to the Contractor from time to time. The Contractor acknowledges that such policies form part of these Terms and Conditions.
4. Compliance with the IFC Performance Standards (PS1‑PS8) in all material respects, including responsibilities toward workers, supply-chain workers, communities, and the environment.

2. Environmental Responsibilities

• The Contractor shall implement and maintain an Environmental and Social Management System (ESMS).
• The Contractor shall at all times comply with all applicable environmental, health, and safety laws and regulations.
• The Contractor shall work towards managing and increasing energy efficiency, water efficiency, and sustainable sourcing, as well as protection of critical habitats and endangered species, and consultation with relevant authorities.
• The Contractor shall work towards managing and reducing emissions, waste, chemicals, and resource use
• The Contractor shall identify, mitigate, and monitor environmental impacts, prevent pollution, and apply best practices to reduce its environmental footprint, including in its supply chain, and assessment and mitigation of risks to local communities including but not limited to, noise, traffic, pollution, land use, and other community health and safety concerns..
• The Contractor shall support climate action, resource efficiency, and transparency in environmental performance.

• Upon request, the Contractor shall provide the Company with verifiable data, records, or reports demonstrating compliance and ongoing environmental performance.
  
  

3. Social Responsibilities

3.1 Human Rights

• The Contractor shall respect internationally recognized human rights principles and comply with all applicable laws relating to human rights, including but not limited to forced labour, child labour, freedom of association, and non-discrimination.
• The Contractor shall extend these obligations to all subcontractors and suppliers in its supply chain, including its security personnel.

3.2 Non-Discrimination

• The Contractor shall provide equal opportunities to all workers and shall prohibit discrimination based on race, gender, religion, age, disability, or other legally protected characteristics.

3.3 Modern Slavery and Child Labor

• The Contractor shall not engage in or benefit from forced, bonded, or involuntary labour.

The Contractor shall not employ children below the legal working age.

3.4 Working Hours and Conditions

• The Contractor shall comply with all applicable laws on working hours, overtime, wages, and leave.

Overtime shall be voluntary and compensated in accordance with local law.

3.5 Health and Safety

• The Contractor shall implement and maintain an occupational health and safety system to prevent accidents, injuries, and work-related illnesses.
• The Contractor’s health and safety system must include incident reporting, emergency preparedness, and supply-chain worker safety.
• Workers, including sub-contractors, shall have access to safe working conditions.

3.6 Sexual Harassment and Gender-Based Violence

• The Contractor shall provide a work environment free from sexual harassment, bullying, and any form of gender-based violence.
• The Contractor shall adopt and implement a policy prohibiting sexual harassment, including clear reporting and disciplinary procedures.
• All employees, subcontractors, and workers in the supply chain shall receive training on sexual harassment prevention, reporting mechanisms, and workplace conduct.
• The Contractor shall ensure that complaints of sexual harassment are handled promptly, confidentially, and fairly, and that victims are protected from retaliation.
• These obligations must also be flowed down to all subcontractors and suppliers engaged by the Contractor.

3.7 Community and Stakeholder Engagement

• The Contractor shall identify and mitigate risks to affected communities and provide mechanisms for grievances and stakeholder engagement.
• The Contractor shall include protection of cultural heritage if relevant (e.g., construction, land clearing, or archaeological risks), including protection of and consultation with indigenous communities.
  
  

4. Governance Responsibilities

4.1 Free and Fair Competition

• The Contractor shall value free and fair competition throughout the world and comply with anti-trust and competition laws.

 4.2 Compliance with Laws and Regulations

• The Contractor shall comply with all applicable national and local laws, including those relating to labour, environmental, anti-corruption, and corporate governance laws.
• The Contract shall seek external independent third party validated inspection, monitoring, and verification of financial performance in line with local laws and international standards, and of environmental, social, and governance performance as needed.

4.3 Anti-Corruption and Anti-Bribery

• The Contractor shall not engage in bribery, extortion, embezzlement, fraud, collusion, money laundering, improper political contribution, or other forms of corruption.

The Contractor shall flow down these obligations to its subcontractors and suppliers.

4.4 Transparency and Record-Keeping

• The Contractor shall maintain accurate books and records, implement internal controls, and be transparent in reporting, and ensure complete and accurate information provided to The Company.

• Upon request, the Contractor shall provide the Company access to relevant documents, reports, or evidence demonstrating compliance with these Terms and Conditions.

4.5 Training

• The Contractor shall provide training for its employees, agents, and subcontractors to ensure compliance with these General Conditions and the IFC Performance Standards.
• The Contractor shall ensure that its relevant employees, agents, and subcontractors attend trainings conducted by The Company related to environmental, social, labour, health & safety, anti-corruption, and sexual harassment obligations, as well as other topics required for compliance with these General Conditions and the IFC Performance Standards.
• The Contractor shall document attendance and completion of such trainings.
• The Contractor shall take corrective action if any of its personnel fail to participate in mandatory trainings, including restricting their access to relevant activities until compliance is achieved.

4.6 Certifications and Registrations

• The Contractor shall obtain, maintain and renew all necessary licenses, permits, and certifications necessary to perform obligations under the contractual instrument for the duration of the signed agreement.

4.7 Confidentiality and Intellectual Property

• Without prejudice to any non-disclosure agreements entered into between the Parties, The Contractor shall treat as strictly confidential all non-public information received from, belonging to or relating to The Company, whether disclosed verbally, in writing, electronically, visually, or through access to systems, facilities, personnel, or operations. Such Confidential Information includes, without limitation, any proprietary, technical, financial, operational, commercial, contractual, strategic, legal, regulatory, organizational, or governance information; intellectual property; business plans; software; drawings; databases; trade secrets; research and development materials; personal data; client, supplier, or stakeholder information; pricing, cost, or margin details; know-how; internal reports; ESG-related disclosures; and any information that, due to its nature or the circumstances of disclosure, would reasonably be understood as confidential, regardless of whether it is marked or identified as such (collectively, the “Confidential Information”).
• Such Confidential Information shall not be disclosed to any third party or used for any purpose other than fulfilling the obligations and/or agreed upon services under the contractual instrument executed between the Parties, unless expressly authorized in writing by The Company. The Contractor shall ensure that only individuals with a legitimate need-to-know have access and that such individuals are bound by confidentiality obligations no less stringent than those contained herein.
• Confidentiality obligations shall not apply to information that becomes public through no fault of the Contractor, is independently developed without reference to the Confidential Information, or must be disclosed pursuant to a lawful order, provided prior written notice is given to the Company where legally permitted.
• Upon termination or completion of the contractual relationship, the Contractor shall return or securely destroy all Confidential Information and certify destruction upon request. These confidentiality obligations shall survive termination.
• In addition and for the purposes of this clause, “Intellectual Property Rights” shall mean any and all existing and future intellectual or industrial property rights (whether registered or unregistered) including, but not limited to, patents, copyrights, design rights, database rights, trade marks, software code, internet/domain names and any and all applications for any of the foregoing and any and all rights to apply for the foregoing.
• All Intellectual Property Rights owned, developed, or held by the Company shall remain its sole and exclusive property. Unless otherwise agreed upon in writing, any work product, deliverable, data, design, report, software, analysis, or material created, developed, or delivered by the Contractor in connection with its obligations, shall vest in and become the exclusive property of the Company.

• The Contractor shall not, without the Company’s prior written consent, use, reproduce, disclose, or otherwise exploit any Intellectual Property Rights of the Company for any purpose other than the proper performance of its obligations under any contractual instrument between the Parties. The Contractor shall not permit or enable any third party to access, use, or benefit from such rights.
• Upon completion or termination of any contractual instrument between the Parties, the Contractor shall promptly return to the Company, or permanently delete, all materials, data, software, documents, and work product belonging to or derived from the Company and shall not retain any copies, extracts, or reproductions thereof in any form.

4.8 Grievance Mechanism

• The Contractor shall maintain a grievance mechanism accessible to its employees, supply-chain workers, sub-contractors, and affected communities.
• In addition, grievances and non-compliance to these General Conditions can be submitted via APIC Group’s whistleblowing platform: https://whistleblowing.apic.ps/
  
  

5. Monitoring, Reporting, and Remediation

• The Contractor shall submit copies of available internal or external reports, assessments, and certifications on ESG compliance and corrective action plans where non-compliance occurs.
• The Company reserves the right to conduct audits and inspections of the Contractor and its subcontractors to verify compliance.
• Failure to remediate material non-compliance may result in suspension or termination of the signed agreement.
  
  

6. Supremacy of these General Conditions

• In the event of conflict between these General Conditions and any purchase order, release, invoice, or other document, these General Conditions shall prevail.