1. Definitions
a. “The Order” / “The Agreement” – All documents constituting the agreement between the Association and the Supplier, including the order form, the approved price quote, this General Terms and Conditions Appendix, and any other attached appendices.
b. “The Association” – OU Israel – Baruch and Sarah Falk Foundation (R.A.) and/or anyone on its behalf.
c. “The Supplier” – The entity or person whose details appear in the Order and who provides the services and/or goods to the Association.
2. Subordination and Cancellation of Prior Documents
Upon the signing/approval of the Order/Agreement, any prior document, agreement, understanding, or memorandum of understanding (oral or written) shall be null and void. In any event of conflict between the provisions of this Appendix and the Supplier’s price quote or any other document, the provisions of this General Terms and Conditions Appendix shall prevail, unless explicitly agreed otherwise in writing.
3. Quality of Items and Service
The goods and/or services shall be provided to the Association in accordance with the details in the Order, and in any event shall be of the highest quality of material and excellent professional execution. The Supplier shall perform its obligations faithfully, with expertise, high quality, and at the required professional level. To the extent an official standard applies to the product or service, the Supplier undertakes to comply with it.
4. Intellectual Property, Knowledge, Reputation, Confidentiality, and Privacy
a. Any information, data, knowledge, lists of participants/donors, plans, work methods, training materials, and documents provided by the Association to the Supplier or created as a result of the engagement (hereinafter: “Confidential Information”) are and shall remain the exclusive property of the Association. The Supplier undertakes to maintain absolute confidentiality regarding any Confidential Information that reaches him, not to make any use of it except for the purpose of executing this Order, and not to transfer it to any third party without the Association’s prior written approval.
b. All deliverables of the Order/Agreement and/or arising therefrom, including the reputation and rights therein, specifically copyrights, belong solely to the Association.
c. The Supplier undertakes to act in accordance with the provisions of the Privacy Protection Law, 5741-1981, its regulations, and the guidelines of the Privacy Protection Authority. To the extent the Supplier is exposed to or processes personal information held by or for the
Association, it undertakes to take all data security measures required by law, not to transfer the information outside of Israel without prior approval, and to report to the Association any incident of suspected data leakage or security breach immediately upon discovery. Without derogating from the above, the Supplier confirms that it has received the Association’s general privacy policy document and undertakes to act accordingly (in case of conflict between this Appendix and the policy document – the policy document shall prevail).
5. Indemnification and Liability for Damage
The Supplier shall bear full responsibility for any damage, loss, or injury caused to the body or property of the Association, its employees, its volunteers, its program participants, or any third party, resulting from an act or omission of the Supplier or anyone on its behalf within the framework of the engagement. The Supplier undertakes to indemnify and compensate the Association immediately upon its first demand for any expense, damage, or payment (including legal expenses) it may incur due to a claim filed against it for damage under the Supplier’s responsibility.
6. Insurance
The Supplier undertakes to insure itself and its employees with appropriate and customary insurance for the type of service/goods provided (such as: Employers’ Liability, Third Party, Professional Indemnity/Product Liability). The Supplier’s insurance policies shall be extended to indemnify the Association for liability imposed on it due to the Supplier’s acts. The Supplier shall provide the Association with a signed insurance certificate as required.
7. Right of Inspection and Control
The Association’s representatives shall be entitled to supervise the performance of the Supplier’s obligations and check the quality of work/products at any stage, and the Supplier shall cooperate fully. Such supervision does not exempt the Supplier from its exclusive responsibility for the quality of the service.
8. Consideration, Delivery, and Invoicing
The consideration set in the Order is final and includes all expenses involved in its execution. No addition shall be paid unless approved in advance and in writing by the Association’s authorized signatories. Payment shall be made after full delivery of the items/services to the Association’s satisfaction, against a lawful tax invoice/receipt accompanied by a delivery note/work completion confirmation signed by an Association representative. Payment terms shall be as agreed between the parties, and if not otherwise agreed: Net 30 from the date of receipt of a valid invoice at the Association’s offices.
9. Non-Conformity and Delay in Delivery
The Supplier is responsible for any defect, shortage, or non-conformity in the service or products. The Supplier shall repair or replace any defect at its own expense immediately upon receipt of notice from the Association. Delay in the delivery of goods or services beyond the set date shall grant the Association the right to cancel the Order, in whole or in part, and/or demand compensation for damages caused by the delay, including the purchase of an alternative product/service from another supplier and charging the Supplier for the cost difference.
10. Customer-Contractor Relationship
a. The relationship between the Association and the Supplier is that of a customer and an independent contractor, and no employer-employee relationship exists or shall exist between them and/or anyone on their behalf. The Supplier shall be solely responsible for the payment of all wages, taxes, and social benefits for itself and its employees. If it is determined by any competent authority that an employment relationship existed, the Supplier undertakes to fully and immediately indemnify the Association for any expense, payment, or damage caused to it due to such desicion, including wage differences and social conditions.
b. Any supervision or control by the Association over the Supplier and/or the provision of equipment/means by the Association for the Supplier’s use, if any, are done within the business engagement as customer-contractor for the purpose of efficient execution and convenience only. None of the above shall create an employment relationship.
c. The Supplier complies and shall continue to comply with all labor laws applicable in Israel regarding its employees.
11. Cancellation of Order by the Association
a. The Association may, at its sole discretion, cancel the Order (in whole or in part) at any time with 14 days’ prior written notice. In the event of such cancellation, the Association shall pay the Supplier a proportional part of the consideration for the work or products actually provided up to the date the cancellation takes effect. The Supplier shall not be entitled to any further compensation, including for loss of profit or anticipated profit.
b. In the following cases, the Association is entitled to cancel the Order/Agreement immediately and without prior notice:
i. A petition for liquidation is filed against the Supplier, a receiver is appointed, or the Supplier becomes insolvent.
ii. The Supplier and/or anyone on its behalf performed an action intended to damage the Association’s reputation or good name, or due to conduct constituting sexual harassment by law.
12. Absence of Conflict of Interest
The Supplier is not and shall not be in a position of conflict of interest between its obligations to the Association and its other occupations. The Supplier undertakes to avoid any action involving such a conflict of interest and to notify the Association immediately of any concern regarding a conflict of interest arising during the engagement period.
13. Prohibition of Assignment (Subcontracting)
The Supplier may not assign, transfer, or pledge the Order, its execution, or any right arising therefrom to a third party (including subcontractors) unless it has received the Association’s prior written consent. If such consent is given, it shall not exempt the Supplier from its obligations to the Association, and the Supplier shall remain fully responsible to the Association for any breaching act and/or tort of a third party.
14. Right of Set Off
The Association shall be entitled to set off any amount due to it from the Supplier (including for damages, shortages, or compensation) from any amount due to the Supplier from the Association under this Agreement or any other agreement.
15. Force Majeure
Unless explicitly stated otherwise, neither party shall be considered in breach of its obligations to the extent their performance is prevented due to an event beyond the parties’ control that could not have been anticipated, including war, hostilities, strike, global pandemic, or natural disaster. In such a case, the parties’ obligations shall be suspended for the duration of the delay. If the delay continues for more than 30 days, the Association shall be entitled to cancel the Order without compensation against payment for what was actually performed up to the date of the delay.
16. Prevention of Sexual Harassment and Prevention of Violence Against Minors
a. The Supplier declares and undertakes that it is familiar with the provisions of the Prevention of Sexual Harassment Law, 5758-1998, and the regulations thereunder, and that it acts and will continue to act in accordance with them. The Supplier undertakes to bring the legal prohibitions to the attention of all its employees, subcontractors, or anyone on its behalf (hereinafter, collectively: “Supplier’s Employees”) and to prevent any case of sexual harassment and/or victimization within the framework of providing services to the Association.
b. To the extent the execution of the Order involves contact with minors (under the age of 18) or helpless individuals, the Supplier declares and undertakes that it acts in accordance with the provisions of the Law for the Prevention of Employment of Sex Offenders in Certain Institutions, 5761-2001. Prior to employing any Supplier’s Employee in the performance of services, the Supplier has received clearance from the Israel Police that there is no impediment to their employment under said law. Copies of the clearances shall be made available for the Association’s review immediately upon request.
c. It is strictly prohibited to employ a person who has been determined by a competent instance or convicted of a sex offense, sexual harassment, or an offense of violence against minors, or against whom there is a pending criminal proceeding for these offenses.
d. The Supplier undertakes that the Supplier’s Employees shall act with the highest standards of ethics and professionalism and shall exercise zero tolerance toward any manifestation of sexual harassment, physical, verbal, or emotional violence toward participants in the Association’s programs, its employees, or third parties.
e. The Association shall be entitled to demand the immediate removal of any Supplier’s Employee regarding whom there is a suspicion of violating the provisions of this section, without this derogating from the Supplier’s obligations to complete the services.
f. The Supplier shall indemnify and compensate the Association for any damage, expense, or claim (including tort claims or administrative fines) resulting from an act and/or omission of the Supplier and/or Supplier’s Employees contrary to its declarations and undertakings in this section.
17. Miscellaneous and Jurisdiction
a. A waiver or failure to act by either party shall not be considered a waiver of its rights unless made explicitly and in writing.
b. Provisions which by their nature are intended to remain in effect after the end of the engagement, including provisions regarding intellectual property and confidentiality, liability and indemnification, and jurisdiction, shall continue to apply and bind the parties without time limit even after the termination or cancellation of the Order.
c. Exclusive and unique jurisdiction in any matter concerning this engagement shall be vested in the competent courts in the city of Jerusalem. Any notice sent to the parties’ addresses (including by email) shall be deemed to have reached its destination within 3 business days from the date of its sending.