Bank of India Page 1 of 114 REQUEST FOR PROPOSAL
BULK EMAIL SERVICES
Bank of India Page 2 of 114 REQUEST FOR PROPOSAL (RFP)
Document Control Sheet
Bid document may be downloaded from Bank’s website
Name of Company Bank of India
Date of Issue 04.12.2015
RFP/Bid Reference No BOI/2015-16/BES-DWH/RFP-1
Cost of the Bid Documents(Non-Refundable)
Rs.10,000/- (Rupees Ten thousand only) Demand Draft, issued by a Scheduled Commercial Bank in India, drawn in favor of “Bank of India” payable at Mumbai Last date for requesting any clarification 14.12.2015
Date of Pre - bid Meeting 21.12.2015 – 3.00 PM Last Date and Time for Receipt of Bids 04.01.2016 – 3.00 PM Date and Time of opening of Technical Bids 04.01.2016 – 3.00 PM Date and time of opening of Financial Bids 11.01.2016 – 3.00 PM
Place of Indicative Pre-bid meeting and opening Bids
Bank of India, Star house-2, C5, G Block, Head office, Datawarehouse Department, 7th Floor, Bandra Kurla Complex, Bandra East, Mumbai-400051.
Earnest Money deposit(EMD)
Rs.20,000/- (Rupees Twenty Thousand only) Demand Draft, issued by a Scheduled Commercial Bank in India, drawn in favor of “Bank of India” payable at Mumbai
Contact Person
Shri Ganesh Murugan Krishnasamy Chief Manager, Datawarehouse Dept. Email:
Phone : 022 – 6131 9806 Mobile:70453 46988
Address for Communication and submission of bid.
Bank of India, Star house-2, C4, G Block, Head office, Datawarehouse Department, 7th Floor, Bandra Kurla Complex, Bandra East, Mumbai-400051.
Bank of India Page 3 of 114 NOTE:
1. This tender document is the sole property of Bank of India and it is not transferable. 2. This bid document has 114 pages.
3. If a holiday is declared on the dates mentioned above, the bids shall be received /opened on the next working day up to the appointed time/at the same time specified above.
Disclaimer
This Request for Proposal document (“RFP document” or “RFP”) has been prepared solely for the purpose of enabling Bank of India (“Bank”) to select a vendor for Bulk Email Services.
The RFP document is not a recommendation, offer or invitation to enter into a contract, agreement or any other arrangement in respect of the services. The provision of the services is subject to observance of selection process and appropriate documentation being agreed between the Bank and any successful bidder as identified by the Bank after completion of the selection process.
The information contained in this Request for Proposal (RFP) document or information provided subsequently to Bidder(s) or applicants, whether verbally or in documentary form by or on behalf of Bank of India, is provided to the Bidder(s) on the terms and conditions set out in this RFP document and all other terms and conditions subject to which such information is provided.
This RFP does not claim to contain all the information each Bidder may require. Each Bidder may conduct his/her own investigations and analysis and is free to check the accuracy, reliability and completeness of the information in this RFP and where necessary obtain independent advice. Bank of India makes no representation or warranty and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or completeness of this RFP.
The RFP document contains statements derived from information that is believed to be true and reliable at the date obtained but does not purport to provide all of the information that may be necessary or desirable to enable an intending contracting party to determine whether or not to enter into a contract or arrangement with Bank in relation to the provision of services. Neither Bank nor any of its directors, officers, employees, agents, representative, contractors, or advisers gives any representation or warranty (whether oral or written), express or implied as to the accuracy, updating or completeness of any writings, information or statement given or made in this RFP document. Neither Bank nor any of its directors, officers, employees, agents, representative, contractors, or advisers has carried out or will carry out an independent audit or verification or investigation or due diligence exercise in relation to the contents of any part of the RFP document.
Bank of India Page 4 of 114 The information contained in the RFP document is selective and is subject to updating expansion, revision and amendment. Bank of India reserves the right or discretion to change, modify, add to or alters any or all of the provisions of this RFP document and / or the bidding process, without assigning any reasons, whatsoever. Such change will be intimated to all Bidders. Any information contained in this RFP document will be superseded by any later written information on the same subject made available to all recipients by Bank of India.
Bank of India may in its absolute discretion, and without being under any obligation to do so, update, amend or supplement the information in this RFP.
Bank of India reserves the right to reject any or all the expression of interest / proposals received in response to this RFP document at any stage without assigning any reason whatsoever. The decision of Bank of India shall be final, conclusive and binding on all the parties.
Bank of India Page 5 of 114 TABLE OF CONTENTS
SECTION 1: INTRODUCTION ... 9
1.Terminologies and Abbreviations ... 10
SECTION 2: INVITATION FOR BIDS ... 11
1.Invitation for Bids ... 11
2.Due Diligence ... 11
3.Cost of Bidding ... 11
4.Cost of RFP/Bid Document ... 11
5.Content of Bid/RFP Document... 12
6.Clarification of Bidding Documents... 12
7.Amendment of Bid Document/RFP Document ... 13
SECTION 3 : INSTRUCTIONS TO BIDDERS (ITB) ... 14
Preparation of Bids ... 14
1.Language of Bid ... 14
2.Documents constituting the Bid ... 14
3.Bid Prices ... 17
4.Firm Prices ... 18
5.Bid Currencies ... 18
6.Bid Security (EMD) ... 18
7.Period of Validity of Bids ... 20
8.Format and Signing of Bid ... 20
9.Revelation of Prices ... 21
10.Sealing and Marking of Bid... 21
11.Rejection of Bid ... 22
12.Deadline for Submission of Bids ... 22
13.Late Bids ... 23
14.Modification and Withdrawal of Bids ... 23
Bank of India Page 6 of 114
Bid Opening and Evaluation of Bids ... 24
16.Opening of Technical Bids ... 24
17.Opening of Financial Bids ... 25
18.Clarification of Bids ... 25
19.Eligibility Criteria / Preliminary Examination ... 25
20.Rectification of Errors/Omissions ... 28
21.Rejection / Acceptance of Bid ... 28
22.Cancellation of Bid ... 28
23.Evaluation and comparison of Bids ... 29
24.Contacting Bank of India ... 32
Award of Contract ... 33
25.Bank of India’s right to accept any Bid and to reject any Bid or all Bids ... 33
26.Notification of acceptance of Bid ... 33
27.Confidentiality of RFP... 36
28.Cost Borne by Respondents ... 36
SECTION 4 : TERMS AND CONDITIONS OF THE CONTRACT ... 37
1.Definitions ... 37
2.Interpretation ... 39
3.Conditions Precedent ... 40
4.Standard of Performance ... 41
5.Use of Contract Documents & Information ... 41
6.Intellectual Property Rights and Patent Rights ... 42
7.Indemnity ... 43
8.Contract Amendments ... 44
9.Delay in the Vendor’s / Bidder’s Performance ... 45
10.Payment Terms ... 45
11.Taxes and Duties ... 46
Bank of India Page 7 of 114
13.Resolution of Disputes... 48
14.NO CLAIM Certificate ... 49
15.Survival ... 50
16.No Agency ... 50
17.No Set-off, counter-claim and cross-claims ... 50
18.Key Performance Measurements ... 50
19.Commencement and Progress ... 53
20.Statutory Requirements ... 53
21.Bank of India’s / Purchaser’s Right of Inspection and Periodic Audit ... 53
22.Contract Prices ... 54
23.Information Security ... 55
24.Ownership and Retention of Documents ... 56
25.Data Ownership ... 56
26.Representations and Warranties ... 56
27. Confidentiality/Non-disclosure ... 61
28.Termination ... 64
29.Consequences of Termination ... 66
30.Relationship between the Parties ... 68
31.No Assignment ... 68
32.Entire Contract ... 68
33.Governing Law ... 68
34.Jurisdiction of Courts... 69
35.Suspension of Payment to the Contractor ... 69
36.Time Limit for the Commencement of Work ... 70
37.Period of Contract ... 70
38.Proof of Concept ... 70
39.Treatment of RFP Response Deviation ... 70
40.Contract Agreement ... 71
41.Violation of Terms... 71
42.Publicity ... 71
Bank of India Page 8 of 114
SECTION 5 : SCOPE OF WORK ... 72
1.Scope of the Service(s) ... 72
SECTION 6: BIDDER INFORMATION ... 78
1.Company Details ... 78
2.Financial Details ... 79
3.Client List ... 79
4.Reference sites and Site Visit ... 79
SECTION 7: PRODUCT INFORMATION ... 81
ANNEXURE – 1 : CONTENTS AND FORMAT OF TECHNICAL BID ... 83
FORM – 1 : Format of Cover Letter ... 86
FORM – 2 : Format of power-of-attorney for signing of Bid ... 88
FORM – 3 : Undertaking ... 90
FORM – 4 : Deed of Indemnity... 91
FORM – 5 : Performance Guarantee ... 95
FORM – 6 : Contract Form ... 101
FORM – 7 : Non – Disclosure Agreement ... 105
ANNEXURE – 2 : CONTENTS AND FORMAT OF FINANCIAL BID ... 112
ANNEXURE – 3 : UNCONDITIONAL ACCEPTANCE OF THE TERMS & CONDITIONS OF THE RFP ... 114
Bank of India Page 9 of 114 SECTION 1: INTRODUCTION
Background
Bank of India (“Bank of India”) is a company a banking company under section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) nationalized on 19th July, 1969 through an act namely the Banking Acquisition and Transfer of undertaking Act. Bank of India is also a scheduled bank as notified by the Reserve Bank of India (RBI) under the Reserve Bank of India Act, 1934. Bank of India is engaged in conducting banking business and providing finance to industries and other category of customers. Bank of India with its Head Office at "STAR HOUSE", Bandra Kurla Complex, Bandra East, Mumbai has a pan-India presence. As on 31 March, 2015 Bank of pan-India has a network of 4903 branches and 1702 ATMs across the country and employed over 40,000 employees.
Purpose
Bank of India is required to send bulk emails to its customers with different periodicity as per requirements, during the course of its business. The emails are of two types. One is transactional like a statement of account and the other is promotional for marketing new products/services. Bank of India intends to send these bulk mails through a service provider.
This Request for Proposal (RFP) is to invite proposals from eligible Bidders for availing their services for sending bulk emails to Bank of India’s customers.
Bank of India Page 10 of 114 1. Terminologies and Abbreviations
API Application Program Interface MIS Management Information Systems ISO International Standard Organization
LAN Local Area Network
EMD Earnest Money Deposit
ITB Instruction to Bidder
ATS Annual Technical Support
ICT Information and Communication Technology
UAT User Acceptance Testing
RFP Request for Proposal
POC Proof of Concept
PSU Public Sector Undertaking
PSB Public Sector Bank
DNS Domain Name Service
SP Service Provider
SI System Integrator
Bank of India Page 11 of 114 SECTION 2: INVITATION FOR BIDS
1. Invitation for Bids
Sealed offers / Bids (Bid) prepared in accordance with this RFP should be submitted to, the General Manager, Information Technology Department, 8th Floor, Star House -2, C-4, G-Block, Bandra Kurla Complex, Bandra East, Mumbai – 400 051 on or before 14th December, 2015 -3.00 PM .
2. Due Diligence
The Bidder is expected to examine all instructions, forms, terms and specifications in this RFP and study the RFP document carefully. Bid shall be deemed to have been submitted after careful study and examination of this RFP with full understanding of its implications. The Bid should be precise, complete and in the prescribed format as per the requirement of this RFP. Failure to furnish all information required by this RFP or submission of a Bid not responsive to this RFP in each and every respect will be at the Bidder’s own risk and may result in rejection of the Bid and for which Bank of India shall not be held responsible.
3. Cost of Bidding
The Bidder shall bear all costs and expenses associated with the preparation and submission of its Bid and Bank of India shall in no case be held responsible or liable for these costs, regardless of the conduct or outcome of the bidding process including cancellation or abandonment or annulment of the bidding process.
4. Cost of RFP / Bid document
Cost of RFP / Bid document is Rs.10,000/- (Rupees Ten thousand only). The prospective Bidder is required to pay the prescribed fee in the form of Demand Draft or pay order in favor of “Bank of India”, payable at Mumbai, at the time of purchasing the RFP/Bid Document. In case, the Bid/RFP Documents are downloaded from the Internet (Bank of India site), the prescribed fee towards the cost of Bid Document should be paid along with the submission of the Bid response. Bids without the payment of fee towards the cost of Bid Document shall be rejected. The Cost of RFP / Bid document is non-refundable.
Bank of India Page 12 of 114 5. Content of Bid / RFP Document
The major requirements, bidding procedures and General Terms & Conditions are prescribed in the RFP documents. The RFP document includes:
Section 1: Introduction Section 2: Invitation for Bids Section 3: Instructions to Bidders
Section 4: General Terms and Conditions Section 5: Scope of Work
Section 6: Bidders’ Information/Profile Section 7: Product Information
Annexure – 1: Contents and Formats of Technical Bid Annexure – 2: Contents and Formats of Financial Bid
Annexure – 3: Unconditional acceptance of the terms of the RFP. 6. Clarification of Bidding Documents
A prospective Bidder requiring any clarification of this RFP may notify Bank of India in writing vide E-mail. The following personnel may be contacted for these purposes.
Name of the officer Designation Contact Particulars
Mr. Ganesh Murugan
Krishnasamy Chief Manager
022-61319806 7045346988
Mr. Santhosh Kumar Manager
022-61319814 9930422492
Bank of India shall respond in writing through E-Mail to any request for clarification on the bidding documents, from the prospective Bidders, which it receives not later than 14th December 2015.
Further, Bank of India will respond through E-Mail, to all clarifications, without identifying the source of the inquiry. Bank of India shall not be held responsible for any external agency’s delays in sending the above communication or communication failures due to any other cause.
Bank of India Page 13 of 114 7. Amendment of Bid Document/RFP Document
a) Bank of India reserves the right in its sole discretion –for inclusion of any addendum to this entire Bid process. The Bidders however, shall not claim it as a right by requiring Bank of India to do the aforesaid.
b) At any time before the deadline for submission of Bids / offers, Bank of India may, for any reason whatsoever, whether at its own initiative or in response to a clarification requested by any or all prospective Bidders, modify the RFP/Bid document and all such modifications shall be binding on all of them.
c) All prospective Bidders, who have received this RFP shall be notified about the amendment in writing through e-mail or fax or post, and all such amendments shall be binding on them.
d) Bank of India at its sole discretion reserves the rights to extend the deadline for the submission of Bids, if required, in order to allow reasonable time for prospective Bidders to take the amendments into account while preparing their Bids/RFP response. Under no circumstance, would the deadline for submission of Bids be extended beyond a period of 7 days. No request from the Bidder, shall be binding on Bank of India in respect of the same. Bank of India’s decision in this regard will be final, conclusive and binding on all the Bidders.
e) Any attempt by the Bidders to visit or meet Top Management officials or any other official in Bank of India in connection with the Bid process, shall be construed by Bank of India as an unlawful attempt by the prospective Bidder, to influence the Bid process and may invite disqualification from participating in the Bid process.
Bank of India Page 14 of 114 SECTION 3: INSTRUCTION TO BIDDERS (ITB)
Preparation of Bids 1. Language of Bid
The Bid prepared by Bidders, as well as all correspondence and documents relating to the Bid exchanged by the Bidders and Bank of India, shall be in English only.
CLARIFICATIONS ON BID DOCUMENT/RFP
Before bidding, the Bidders are requested to carefully examine the Bid Documents and the terms and conditions specified therein, and if there appears to be any ambiguity, contradictions, gap(s) and/or discrepancy between any of the Bid Documents, they should forthwith refer the matter in writing to Bank of India for necessary clarifications within the specified time. Points raised in pre-bid meeting requiring clarifications shall also be dealt with similarly. Bank of India's decision in this regard shall be final, conclusive and binding on all the bidders or offers.
2. Documents constituting the Bid
The Bid prepared by the Bidder shall comprise the following components. The Bids not conforming to the requirements as stated herein below shall be summarily rejected. a) Technical Bid
i. Refer Annexure 1 for the Technical Bid contents and formats.
ii. Please note that no price schedule should be indicated in the Technical Bid and shall only be quoted in the Financial Bid.
b) Financial Bid
i. Refer Annexure 2 for the Financial Bid contents and formats.
ii. The Bidders shall quote price in clear terms. Break up should abide by the Format for Financial Bid described in Annexure 2.
Bank of India Page 15 of 114 iii. The bidder has to quote the total cost consisting of
a) Product cost (Purchase and establishment of hardware and software – one time) including Anti-virus software.
b) Operation system of the product should be LINUX/UNIX Operating system. c) Consolidated quote of ATS for 5 years should be given in the financial bid. Bank
will pay average cost of ATS every year.
d) Adequate scalability of hardware to match broadcast Volume of 6 Crore per day for both promotional and transactional emails together. (Leased line network and public IP address will be provided by the Bank for the same purpose).
e) Cost of hardware required in Active-Passive mode.
f) All Products, hardware and software purchased for Bank of India should be in the name of Bank of India and belong to Bank of India and training to bank staff along with proper documentation.
g) Providing Personal Computers (hardware and software) for on-site engineers. h) Cost of warming up of one unit of Public IP address capable of broadcasting one
lakh email/hour to be multiplied as required, Feedback loop process of one unit of public IP address to be multiplied as required and whitelisting one unit of public IP address to be multiplied as required.
i) Annual Technical support of support and services which will also include recurring cost of the following support and services.
1) Cost of support and services mentioned in scope of work.
2) Cost for integration of pre-existing customized PDF file (Transactional emails), cost for integration of third party software through SMTP port & IP address for broadcasting transactional and promotional emails.
3) Conversion of required image/other file format into HTML file format for promotional emails
4) Technical and maintenance support and services of hardware and software including upgradation of software, applying of patches, data backup, data recovery, recovery process, required data backup software & hardware like tapes, drives, etc., data to be purged at the end of the month of broadcasting.
Bank of India Page 16 of 114 6) Periodical broadcast reports of Promotional and transactional emails from time to
time.
7) Active support to import email list as per periodical requirements from time to time.
8) Active support to bank network team/bank team for configuration of public IP address, cost of creating of domain address, and creating of zone record in DNS (i.e. a record, cname record, MX record, SPF, DKIM record and addition record/requirements at DNS).
9) Cost and renewal of creating and maintaining SSL certificate in the proposed server and cost of creating and maintaining domain name in DNS.
10) Renewal of software licenses as applicable, if any.
iv. All prices shall be for delivery of product, support and services to Bank of India exclusive of taxes to the satisfaction of Bank of India or Bank of India’s representatives. The aggregated price should be quoted in words also.
v. The Financial Bids should strictly conform to the formats provided to enable evaluation of the Bids and special care may be taken in this regards as Bids having any hidden costs or conditional costs will be liable for outright rejection.
vi. The price components furnished by the Bidders will be solely for the purpose of facilitating the comparison of Bids by Bank of India and will not in any way limit Bank of India’s right to negotiate the contract on any of the terms offered.
vii. Prices quoted by the Bidders shall remain fixed during the entire Contract period of 5 years and no increase of rates on account of cost escalation will be allowed under any circumstances. No open-ended Bid shall be entertained and the same is liable to be rejected summarily.
viii. The price quoted must be all-inclusive and there should be no re-openers. The service tax, if applicable, will be paid extra. Any other tax applicable shall be deducted at source as per prevailing rates time to time. The rates quoted must be inclusive of all statutory dues payable and due under and as per all applicable laws of the land.
Bank of India Page 17 of 114 3. Bid prices:
i. The Bidder shall quote the Bid Prices as indicated in Annexure 2.
ii. The prices quoted should be written both in figures and words. In case of any discrepancy, the price mentioned in words will be treated as correct and will be relied upon.
iii. The prices quoted will be exclusive of all applicable taxes including sales tax, VAT, duties, levies, charges, Road Permits/Entry Tax, Service tax, etc. All applicable taxes, levies will be paid as actual on submission of original receipt (proof), drawn in the name of “Bank of India”. Applicable taxes would be deducted at source, if any, as per prevailing rates.
iv. The prices quoted should be valid for the period of 90 days from the date of award of the contract or till the successful commissioning of the systems as mentioned in the acceptance certificate mentioned in Section 3.
v. The prices quoted in Price Bid for warming up the public IP address, feedback loop process and whitelisting the public IP address will be used to calculate charges for further orders over and above the projected quantities, if any.
vi. In the absence of above information a bid may be considered incomplete and summarily rejected. Any decision in this regard by Bank shall be final, conclusive and binding on the Bidder.
vii. Bidder shall carry out the supply and implementation of equipment strictly in accordance with the requirements detailed under the Scope of Work of the Bid document and it shall be the responsibility of the Bidder to fully meet all the requirements of the Bid document and to complete the Work duly operable and safe as per the best industry practice.
Bank of India Page 18 of 114 4. Firm Prices
Prices quoted must be firm and final and shall not be subject to any re-openers or upward modifications, on any account whatsoever including exchange rate fluctuations, revision in taxes, duties, levies, charges etc. The Bid Prices shall be indicated in Indian Rupees (INR) only. Any decision in this regard by Bank shall be final, conclusive and binding on the Bidder.
The fees/consideration payable by Bank is all inclusive and no further amounts shall be payable by the Bank. Bank shall not be liable to pay any amounts towards travelling, boarding, lodging, conveyance, out of pocket expenses etc. Further the Vendor shall be solely responsible for payment of all applicable, present and future Taxes, levies, charges, license fees, octroi, royalties, road tax, service tax, excise, customs duties, entry tax/fee etc., and other taxes/fees whatsoever that may be imposed by State/Central Government or any local body from time to time, in connection with the Contract. It is clarified that Bank shall not be liable to compensate the Vendor in the event of upward revision of the Taxes/Fees as above.
5. Bid Currencies
Prices shall be quoted in Indian National Rupee (INR).
6. Bid Security (EMD)
a) Amount of Bid Security (EMD)
The Bidder shall furnish, as part of its Bid, a Bid Security (EMD) in the form of
Demand Draft / Bankers’ Cheque/ Pay order, drawn in favor of “Bank of India” for an amount of Rs.20,000/- (Rupees Twenty thousand only) payable at Mumbai, and must accompany Technical Bid.
The Bid security / EMD shall not bear any interest.
b) Requirement of Bid Security (EMD)
The Bid Security is required to protect Bank of India against the risk of Bidder’s conduct, which would warrant the security’s forfeiture, pursuant to Clause 6(f) hereof.
Bank of India Page 19 of 114 c) Rejection of Bid
Any Bid not accompanied by the EMD as mentioned above, shall be rejected by Bank of India, without any further correspondence, as non-responsive.
d) Discharge of Bid Security of Unsuccessful Bidder
In the case of unsuccessful Bidder or decision to abandon the Bid process, the Bid Security will be discharged / returned / refunded without any interest payment within 90 days from the date of closure of Bid to all the Bidders who participated in the Bid process.
e) Discharge of Bid Security/EMD of Successful Bidder
The successful Bidder’s Bid Security amount will be discharged upon the Bidder signing the contract and furnishing of the performance guarantee of reputed nationalized bank in the form and manner to the satisfaction of Bank of India, within the stipulated time.
f) Forfeiture of Bid Security The Bid Security shall be forfeited:
i. If a Bidder withdraws his Bid during the Bid validity period; or
ii. If a Bidder makes any statement or encloses any form or document which turns out to be false, incorrect and/or misleading at any time prior to signing of contract and/or conceals or suppresses any material information; or
iii. If the successful Bidder fails to sign the contract or furnish performance guarantee of reputed nationalized bank in the form and manner to the satisfaction of Bank of India, as mentioned in the Bid documents; or
iv. In the event of any evasion, avoidance, refusal or delay on the part of the Bidder to sign and execute any document, as may be required by Bank of India.
Any decision in this regard by Bank of India shall be final, conclusive and binding on the Bidder.
Bank of India Page 20 of 114 7. Period of Validity of Bids
a) Validity Period
Bids shall remain valid for three months after the date of Bid opening prescribed by Bank of India. Bank of India reserves the rights to reject a Bid, valid for a period shorter than three months as non-responsive, without any correspondence. Any decision in this regard by Bank of India shall be final, conclusive and binding on the Bidders.
b) Extension of Period of Validity
In exceptional circumstances, Bank of India may solicit the Bidder’s consent to an extension of the validity period. The request and the response thereto shall be made in writing. Extension of validity period by the Bidder should be unconditional and irrevocable. The Bid Security provided shall also be suitably extended. A Bidder may refuse the request without forfeiting the Bid Security. A Bidder granting the request will not be permitted to modify its Bid. Any decision in this regard by Bank of India shall be final, conclusive and binding on the Bidders. 8. Format and Signing of Bid
a) Number of copies of Bid
The Bidders shall prepare one Technical Bid, clearly marking "Technical Bid". Similarly, Bidders shall prepare one Financial Bid, clearly marking "Financial Bid”.
b) Authentication of Bid
The Bids shall be type written and shall be signed by a person or persons duly authorized to bind the Bidder to the Contract. The letter of authorization shall be supported by a written power-of-attorney (Refer to Form-2 of Annexure 1) accompanying the Bid. The person or persons signing the Bid shall initial all pages of the Bid documents with company rubber stamp. The bid should be a complete document and should be bound as a volume. The document should be printed on one side only with page numbers and appropriately flagged and contain the list of contents with page numbers.
Bank of India Page 21 of 114 c) Validation of interlineations in Bid
Any interlineations, erasures or overwriting shall be valid only if the person or persons signing the Bid have authenticated the same with signature along with company rubber stamp. The deficiency in documentation may result in the outright rejection of the Bid. Any decision in this regard by Bank of India shall be final, conclusive and binding on the Bidders.
9. Revelation of prices
Rate in any form or for any reason should not be revealed before opening the Bid, failing which the offer / Bid shall be liable to be summarily rejected. If price change is envisaged due to any clarification(s), revised Bid in a separate sealed cover shall be submitted with prior written permission of Bank of India.
10. Sealing and marking of Bids a) Enclosing of Bid
The Technical Bid shall be placed in a separate sealed envelope clearly marked as “Bulk email services for Bank of India - Technical Bid”
The Financial Bid shall be placed in a separate sealed envelope clearly marked as
“Bulk Email services for Bank of India – Financial Bid (Prices only) – Do not open with Technical Bid”.
Both the envelopes carrying Technical Bid (envelope A) and Financial Bid (envelope B) should then be put in a single outer cover sealed. The cover should read “Bid for Bulk Email services for Bank of India” and a statement “Do not open before 4th January, 2016 – 3.00 PM.”
Bid envelope shall also indicate the name and address of the Bidder to enable the Bid to be returned unopened in case it is declared "late" i.e. it is not submitted by the Bidder within the period stipulated for submission of the Bids. No indications pertaining to price or financial or commercial terms are made on the envelopes.
Bank of India Page 22 of 114 b) Mailing Address for Bids
Bid shall be addressed to the Bank of India at the following address: General Manager,
Information Technology Department, 7th Floor, Datawarehouse department, Star House-2, C-4, G-Block,
Bandra Kurla Complex,
Bandra East, Mumbai – 400 051. c) Responsibility of Bank of India
If the outer envelope is not sealed and marked as required, Bank of India will assume no responsibility for the Bid’s misplacement or premature opening.
11. Rejection of Bid
The Bid has to be submitted in the form of a printed document only. The Bids submitted by telex, fax or email Bids shall not be entertained.
Any condition put forth by the Bidders which are non-conforming to the Bid requirements, shall not be entertained at all and such Bid shall be rejected. Any decision in this regard by Bank of India shall be final, conclusive and binding on the Bidders.
12. Deadline for Submission of Bids a) Last date for Submission
The Bids (both Technical and Financial) must be received by Bank of India, at the address specified, not later than 14th December, 2015 - 3.00 PM. In the event of the specified date for the submission of Bids being declared a holiday for Bank of India, the Bids will be received up to the appointed time on the next working day.
b) Extension for Last date for Submission
Bank of India may, at its own discretion, extend the period for submission of Bids by amending the Bid documents/RFP, in which case all rights and obligations of Bank of India and Bidders shall stand extended. However no request for extension of time from the Bidders shall be binding upon Bank of India.
Bank of India Page 23 of 114 13. Late Bids
Any Bid received by Bank of India after the deadline for submission of Bids prescribed by Bank of India, will be summarily rejected and returned unopened to the Bidder.
Bank of India shall not be responsible for any postal delay or non-receipt / non-delivery of the documents. Bank of India's decision shall be final, conclusive and binding on the affected parties. No further correspondence on this subject will be entertained by Bank of India. 14. Modification and Withdrawal of Bids
a) Written Notice
The Bidder may modify or withdraw its Bid after the Bid’s submission, provided that
Bank of India receives written notice of the modification or withdrawal, before the expiration of deadline prescribed for submission of Bids. The Bidder should submit its modified bid in wholesome as a replacement of its previous bid.
b) Signing and Marking of Notice
The Bidder’s modification or withdrawal notice shall be prepared, sealed, marked and dispatched in accordance with the provisions of this document shall be placed in an envelope duly marked as “Modification” or “Withdrawal”. A duly signed withdrawal notice may also be sent by fax or post so as to reach the designated office before the expiry of the deadline for submission of Bids.
c) Last Date for Notice
No Bid may be modified subsequent to the deadline for submission of Bids. No Bid may be withdrawn in the interval between the deadline for submission of Bids and the expiration of period of Bid validity specified by the Bidder on the Bid form. Withdrawal of a Bid during this interval may result in the Bidder’s forfeiture of its Bid Security.
Bank of India Page 24 of 114 15. Proof of Concept
The successful bidder is expected to complete POC i.e. Proof of concept within three month from the receipt of Letter of Intent from the bank and demonstrate the solution in banks working environment. If the successful bidder fails to do so, the Bank reserves the right to approach the L2 bidder for the procurement. All costs related to POC will be borne by the successful bidder.
Bid Opening and Evaluation of Bids 16. Opening of Technical Bids a) Opening of Bids
Bank of India will open all Technical Bids, in the presence of Bidders or their representatives who choose to attend the Technical Bid opening at Bank of India, Datawarehouse Department, 7th Floor, Star house -2, C-4, G- Block, Bandra Kurla Complex, Bandra East, Mumbai- 400021, on 4th January, 2016 – 3.00 PM. Bidder's representatives who are present shall sign a register evidencing their attendance.
In the event of the specified date of Bid opening being declared a holiday for Bank of India, the Bids shall be opened at the appointed time and location on the next working day.
b) Announcement of Bids
The Bidder’s names, Bid modifications or withdrawals and the presence or absence of requisite Bid Security and such other details as Bank of India at its sole discretion may consider appropriate, will be announced at the opening of the Bids. No Bid shall be rejected at the time of Bid opening, except for late Bids, which shall be returned unopened to the Bidders.
c) Bids not considered for evaluation
Bids that are rejected during the Bid opening process shall not be considered for further evaluation, irrespective of the circumstances.
Bank of India Page 25 of 114 17. Opening of Financial Bids
a) Opening of Bids
Financial Bids of only the first three ranked Bidders based on the Technical qualification scores amongst others will be opened on 11th January, 2016 – 3.00 PM.
Financial Bids of technically disqualified Bidders shall not be opened and returned back to the Bidders.
b) Announcement of Bids
The Financial Bids will be opened, in the presence of Bidders or their’ representatives who choose to attend the Financial Bid opening on date and time to be communicated to the qualified Bidders. The Bidder’s representatives who are present shall sign a register evidencing their attendance. The name of Bidder, Bid Prices, Discount, etc. will be announced at the meeting.
18. Clarification of Bids
During evaluation of Bids, Bank of India may, at its discretion, when deemed necessary, ask the Bidder for a clarification of its Bid. The request for clarification and the response shall be in writing. If the response to the clarification is not received within seven days from the date of such a request, Bank of India reserves the right to make its own reasonable assumptions at the total risk and cost of the Bidder.
19. Eligibility Criteria / Preliminary Examination
(a) The prospective Bidders should fulfill the respective pre-qualifications mentioned below; otherwise their Bids will not be considered valid for the Bid evaluation process and will be summarily rejected. The Bidders should submit all the supporting documents in the Bidder’s eligibility proof. In the absence of such documentary evidences Bid will be rejected without any further correspondence. The decision of Bank of India shall be final, conclusive and binding on all the parties.
Bank of India Page 26 of 114 Pre- Qualification Eligibility Criteria
Bidder should be a registered company with an established setup in India.
Minimum annual turnover of Bidder should be Rs.1Crore in last 2 financial years 2015 and 2014. Bidder should be an Net profit earning company in the last FY i.e. Financial year 2015
Bidder should have been offering bulk email sending services either promotional or transactional emails for at least one PSU/Private bank in India with more than 1000 branches for at least one year at the time of floating the RFP.
Bidder should not have been blacklisted by any Govt. organizations/ PSU/PSB during the last three years. The bidder shall give a declaration that they have not been black listed by any of the Govt. Authority or PSUs, as on date of submission of the tender, otherwise the bid will not be considered. Bidder should be the prime bidder and no consortium is allowed
Note: Bidder must comply with all the above mentioned criteria as specified above and more elaborately described in Annexure 1 (Contents and format of Technical Bid). Non-compliance of any of the criteria can entail rejection of the offer. Photocopies of relevant documents / certificates should be submitted as proof in support of the claims made for each of the above mentioned criteria. The Bank reserves the right to verify / evaluate the claims made by the bidder independently. Any deliberate misrepresentation will entail rejection of the offer ab-initio.
(b) The supporting document as described below shall be submitted along with the covering letter as a part of Technical Bid. Without the documents, Bid will be rejected in the first stage (technical evaluation) itself.
i. A Bid Security as specified in the Bid Documents must accompany all the Bids.
ii. The Bidder shall commit in writing to operationalize the Bulk email services as per the time schedule indicated in this RFP.
Bank of India Page 27 of 114 iii. The Bidder shall commit that the key personnel to be employed for the bulk email
services are qualified enough with adequate experience to handle a project of this nature and involved in similar implementations and that once assigned to the project will not be moved out of it, except for reasons beyond the control of the Bidder.
iv. The Bidder must organize the response in accordance with the format specified in the RFP and under no circumstance will leave a response item unanswered. If any row or column does not contain the response, the entire response will not be taken up for consideration. Any response not as per the format will not be included for any further consideration.
v. The Bidder must provide undertaking to make all software changes/ to provide software patches, necessary to comply with all the requirements as well as any other requirements specified by Bank of India from time to time, free of cost within the contract period.
vi. The date of operationalization i.e. performing live operations shall not be later than 1 month from the date of award of the Contract. The Bidder shall categorically undertake to meet this timeline. Time being the essence of the contract; the Bidder is not likely to be considered if there is no such undertaking.
(c) Completeness of Bids
Bank of India will examine the Bids to determine whether they are complete, whether they meet all the terms & conditions and Technical Specifications and whether any computational errors have been made, whether required sureties have been furnished, whether the documents have been properly signed, and whether the Bids are generally in order.
(d) Rejection of Non-responsive Bids
A Bid determined as non-responsive will be rejected by Bank of India and may not subsequently be made responsive by the Bidder by correction of the non-conformity in the Bid. Any decision in this regard by Bank of India shall be final, conclusive and binding on the Bidder.
(e) Waivers
Bank of India Page 28 of 114 which does not constitute a material deviation from the requirements specified in the RFP, provided such waiver, does not prejudice or affect the relative ranking of any Bidder.
20. Rectification of Errors/Omissions.
Each recipient should notify the Bank of any error, fault, omission or discrepancy found in this RFP document but not later than five business days prior to the due date for lodgment of response to RFP. Decision as to any arithmetical error, manifest or otherwise in response to Bid Document/ RFP shall be decided at the sole discretion of Bank of India and shall be binding on the Bidder. Any decision of Bank of India in this regard shall be final, conclusive and binding on the Bidder.
21. Rejection / Acceptance of Bid
Bank of India reserves the right to accept any Bid and to annul or abandon the Bid process and / or reject in part or full any or all the Bids at any time prior to award of contract / Bid, without assigning any reason whatsoever and without thereby incurring any liability whatsoever to the affected Bidders or any obligation to inform the affected Bidders of the grounds for the Bank of India’s action. Any action / decision of Bank of India in this regard shall be final, conclusive and binding on the Bidder.
22. Cancellation of Bid
Bank of India reserves the right to cancel, annul or abandon the entire Bid process in case of any anomaly, irregularity or discrepancy or for any other reasons or otherwise without thereby incurring any liability whatsoever to the affected Bidders or any obligation to inform the affected Bidders of the grounds for the Bank of India’s action. Bank of India shall not be bound to give any reasons or explain the rationale for its actions / decisions to annul or abandon or cancel the bid process. Any action / decision of Bank of India in this regard shall be final, conclusive and binding on the Bidder. Bank of India further reserves the right to re-issue /re-commence the bid or circulate new RFP altogether on the subject matter or any activity or part thereof concerning thereto. Any decision of Bank of India in this regard shall be final, conclusive and binding on the Bidder.
Bank of India Page 29 of 114 23. Evaluation and comparison of Bids
a) Each Recipient acknowledges and accepts that the Bank may, in its sole and absolute discretion, apply whatever criteria it deems appropriate in the selection of organizations, not limited to those selection criteria set out in this RFP document.
b) The issuance of RFP document is merely an invitation to offer and must not be construed as any agreement or contract or arrangement nor would it be construed as any investigation or review carried out by a Recipient. The Recipient unconditionally acknowledges by submitting its response to this RFP document that it has not relied on any idea, information, statement, representation, or warranty given in this RFP document.
c) A screening committee constituted by Bank of India for the purpose of selection of the successful Bidder, would evaluate Technical Bids to qualify the Bidders.
d) The proposals will be evaluated in TWO stages. In the first stage, i.e. Technical Evaluation, the Bidders will be short listed, based on the responses given by the Bidders to the questions in the RFP, other relevant information provided in the proposal, reference site feedback, and the technical solution presentation & DEMO. In the second stage, the commercials of implementation would be evaluated.
STAGE 1 - Technical Evaluation: Technical Bids will be evaluated as tabulated below.
Sr.No Evaluation Parameter Max Marks
1
Broadcasted around 1 lakh Email/hour per public IP address on-site in any one PSU/Private bank in India with 1000 branches for at least one year at the time of floating the RFP.
30
2 Advanced HTML editor 5
3 Import from Excel/CSV 5
4 Real Time Email Tracking and Reporting 5
Bank of India Page 30 of 114 a) To qualify in technical bid and to be shortlisted for next phase of commercial bid evaluation,
minimum 70% score i.e. 70 out of total 100 score assigned to technical proposal evaluation is necessary.
b) The company’s profile, past experience of the Bidder in the area of On-site bulk email services, delivery of alerts and reports, price, etc. shall be some of the important criteria in selecting the Bidder.
c) During the period of evaluation, the Bidders may be asked to provide more details and explanations about information they have provided in the proposals. The Bidders should respond to such requests within the time frame indicated in the letter/fax/ e-mail seeking the explanation.
d) Bank of India reserves the right to modify / amend the evaluation process at any time during the Bid process, without assigning any reason, whatsoever, and without any requirement of intimating the Bidders of any such change. Any time during the process of evaluation, Bank of India may seek specific clarifications from any or all the Bidders.
e) The Financial Bids of the finally qualified and short listed 3 top Bidders would be opened in their presence or their authorized representatives wishing to be present.
6 Automatic bounce Process 5
7 Automatic Unsubscribe Option 5
8 Unlimited Number of Email Marketing Campaign 5 9 Unlimited Number of Email list and contacts 5
10 Email Scheduling 5
11 Special Broadcasting Option 10
12 Free & unlimited image hosting 5
13
Other product features like web based, Product GUI, User friendly interface for third party integration via SMTP, easy to troubleshoot etc.
10
Bank of India Page 31 of 114 f) The Bidder cannot quote for the Bid in part.
g) No intimation would be sent to the unsuccessful Bidders (Technical). STAGE 2 - Commercial Bid Evaluation
a) The Bidders scoring a minimum of 70% score based on the detailed evaluation in stage 1 – Technical Proposal Evaluation would be qualified and shortlisted for the stage 2 – Commercial Bid Evaluation.
b) The Technical evaluation and the Commercial evaluation shall have the weight-age of 70% and 30% respectively for evaluation, and this weight-age shall be taken into consideration for arriving at the Successful Bidder. Weighted score of each bidder will be calculated as explained in the Weighted Evaluation section below.
Weighted Evaluation
Weighted score of each bidder will be calculated for all qualified Bidders using the following formula:
() ∗ +
(ℎ ℎ)∗ (1 − )
‘C’ stands for price quoted by each bidder; ‘C (low)’ stands for the lowest price quoted by any of the bidders amongst all the bidders. ‘T’ stands for technical evaluation score(S) for each of the bidders and ‘T (high)’ stands for the score of the technically highest Bidder. ‘X’ is equal to 0.3 representing 30% value for price bid. There would be a weightage of 70% to the Technical Proposal Evaluation and 30% for the Commercial Bid Evaluation. The maximum marks (Total score) for Technical and Commercial proposals would be 100. It would be normalized as under: - The proposals will be ranked in terms of total points scored. The proposal with the highest total points (H-1) will be considered first for award of contract. Based on the present value (PV) quoted by the Bidder in the Commercial Bid, Bidders will be ranked with Commercial 1 (‘L1’) as the Bidder having the lowest cost followed by the respective Bidder.
Bank of India Page 32 of 114 # Bidder Technical Evaluation Marks (T) PV (In INR cr.) (T / T high) * 0.70 = (A) (C low / C )* 0.30 =(B) Score (S) =A+B 1 ABC 925 18 (925/950)*0.70 = 0.682 (16/18)*0.30 = 0.267 0.948 2 XYZ 900 16 (900/950)*0.70 = 0.663 (16/16)*0.30 = 0.300 0.963 3 UVW 950 21 (950/950)*0.70 =0.700 (16/21)*0.30 = 0.229 0.929
‘C (low)’ in this case is 16 Crore and ‘T (high)’ is 950. In the above example, XYZ, with the highest score becomes the successful Bidder.
a. Bank of India's decision in respect to evaluation methodology and short-listing Bidders will be final and binding and no claims whatsoever in this respect will be entertained.
b. Bank of India is not bound to accept the lowest or any Bid and has the right to reject any Bid without assigning any reason whatsoever.
c. Bank of India also reserves the right to re-issue / re-commence / cancel the Bid/Bid process. Any decision in this regard by Bank of India shall be final, conclusive and binding on the Bidders.
24. Contacting Bank of India a) Contact by Writing
No Bidder shall contact Bank of India on any matter relating to its Bid; from the time of the Bid opening to the time the Contract is awarded. If the Bidder wishes to bring additional information to the notice of Bank of India, it should be done in writing.
b) Rejection of Bid
Any effort by a Bidder to influence Bank of India in its decisions on Bid evaluation, Bid comparison or Contract award may result in rejection of the Bidder’s Bid.
Bank of India Page 33 of 114 Award of Contract
25. Bank of India’s right to accept any Bid and to reject any Bid or all Bids
Bank of India shall however not bind itself to accept the best Bid or any Bid and reserves the right to accept any Bid, wholly or in part. Bank of India reserves rights to annul the Bidding process and reject all Bids at any- time before the award of Contract at its sole discretion, without thereby incurring any liability to the affected Bidder or Bidder.
26. Notification of acceptance of Bid a) Notification to Bidder
I. Before the expiry of the period of validity of the proposal, Bank of India shall notify the successful Bidder in writing by registered letter or by fax or by hand-delivery, that its Bid has been accepted. However, the successful bidder is expected to complete POC i.e. Proof of concept within three month from the receipt of Letter of intent from the bank and demonstrate the solution in banks working environment. If the successful bidder fails to do so, the Bank reserves the right to approach the L2 bidder for the procurement. All costs related to POC will be borne by the successful bidder
II. The Bidder shall acknowledge in writing receipt of the notification of acceptance and has to convey his absolute, unconditional and unqualified acceptance and thereafter enter into agreement / Contract within seven (7) days from the date of POC acceptance.
b) Signing of Contract
Signing of the Contract shall follow the notification of the POC acceptance. However, Bank of India may negotiate certain terms with successful Bidder before signing of the Contract. The Bidder should sign the Contract Form (Refer Annexure 1: Form-6) the signing of Contract will amount to award of contract and Bidder will initiate the execution of the work as specified in the Contract. The signing of contract shall be completed within 7 days of receipt of notification of the POC acceptance.
Bank of India Page 34 of 114 c) Discharge of Bid Security (EMD)
Upon the successful Bidder signing the Contract/Agreement, Bank of India shall advise the Bidder to provide performance guarantee. EMD of successful Bidder shall be discharged on the Successful Bidder signing the Contract/Agreement and upon furnishing the Performance Security. The Bid Security to unsuccessful Bidders shall be discharged after the Bid validity period. The Bid security / EMD shall not bear any interest.
d) Performance Guarantee
i. Within 7 days of the receipt of POC acceptance of Bid by Bank of India, the successful Bidder shall furnish the Performance Bank Guarantee as per the format provided in Annexure-1 (Form-5). The Performance Bank Guarantee furnished by the Bidder shall be unconditional and irrevocable.
ii. The value of the Performance Bank Guarantee will be 5 % of the total contract value. iii. The Performance Security / Performance Bank Guarantee shall be denominated in
Indian Rupees [INR] and shall be in form of a bank guarantee issued by a reputed nationalized bank.
iv. The Performance guarantee will be invoked by Bank of India as compensation for any loss or damage resulting from the Bidder’s failure to complete its obligations under and in accordance with the Contract.
v. The Performance Bank Guarantee should be valid till end of five years from the operationalization of the Bulk email services with 90 days claim period from the expiry of the five years from the operationalization of the bulk email services.
vi. Failure of the successful Bidder to comply with the requirement of the Performance Bank Guarantee shall constitute sufficient grounds for the annulment of the award and forfeiture of the Bid Security, in which event Bank of India may award the Contract to
Bank of India Page 35 of 114 the next best evaluated Bidder or call for new Bids. Any decision in this regard by Bank of India shall be final, conclusive and binding on the Bidder.
vii. The Performance guarantee will be discharged by Bank of India and returned to the Vendor after 90 (ninety) days from the expiry of the five years from the operationalization of the bulk email services.
e) Expenses for the Contract
All costs and expenses (including stamp duty, etc.) in connection with the execution of Agreement / Contract shall be borne by the successful Bidder.
f) Failure to abide by the Agreement / Contract
The conditions stipulated in the Agreement/Contract shall be strictly adhered to and any breach / violation thereof will entail termination of the Contract without prejudice to the other rights of Bank of India including recovery of penalties as specified in this RFP or Agreement / Contract.
g) Annulment of Award
Failure of the successful Bidder to comply with the requirement shall constitute sufficient ground for the annulment of the award and forfeiture of the Bid Security, in which event Bank of India may at its sole discretion, make the award to the next lowest evaluated Bidder or call for new Bids.
Bank of India Page 36 of 114 27. Confidentiality of RFP
The RFP document is confidential and is not to be disclosed, reproduced, transmitted, or made available by the Recipient to any other person. The RFP document is provided to the Recipient on the basis of the undertaking of confidentiality given by the Recipient to Bank. Bank may update or revise the RFP document or any part of it. The Recipient accepts that any such revised or amended document will be subject to the same confidentiality undertaking. The Recipient will not disclose or discuss the contents of the RFP document with any officer, employee, consultant, director, agent, or other person associated or affiliated in any way with Bank or any of its customers or suppliers without the prior written consent of Bank.
28. Costs Borne by Respondents
All costs and expenses incurred by Recipients / Respondents in any way associated with the development, preparation, and submission of responses, including but not limited to attendance at meetings, discussions, demonstrations, etc. and providing any additional information required by Bank of India, will be borne entirely and exclusively by the Recipient / Respondent.
Bank of India Page 37 of 114 SECTION 4: TERMS AND CONDITIONS OF THE CONTRACT
1. Definitions
In the Contract, the following terms shall have the following meanings and shall be interpreted accordingly:
a) "The Contract" means the agreement to be entered into between Bank of India and the Bidder as recorded in the contract form duly signed by the Parties, including all annexure, schedules, exhibits, supplements, appendices, amendments, revisions, notations and modifications thereof for supply and implementation of software & provide / carry out the Services of Vendor, as indicated / spelt out in Section–5 - Scope of Work.
b) “Bidder" or "Contractor” or "Vendor" means any person / persons / firm / company, etc., to whom work has been awarded and whose Bid has been accepted by Bank of India and shall include its authorized representatives and successors and permitted assigns“
c) "Bank of India" or “The Purchaser” means Bank of India.
d) "The Contract Price" means the price/compensation payable to the Contractor under and in accordance with the Contract for the due performance and observance of its contractual obligations under and in accordance with the Contract“
e) "Services" means all the services as specified in Section 5 – Scope of Work, which the Vendor/ Bidder is required to provide and/or procure for the Purchaser/Bank of India under and in accordance with the Contract.
Bank of India Page 38 of 114 f) In case of a difference of opinion on the part of the Bidder in comprehending and /or
interpreting any clause / provision of the Bid documents after submission of the Bid, the interpretation by Purchaser/Bank of India and decision of Purchaser/Bank of India in this behalf shall be final, conclusive and binding on the Bidder.
g) “Acceptance of Bid” means the letter/fax or any memorandum communicating to the Bidder the acceptance of his Bid.
h) “Business Day” means any day that is not a Sunday or a public holiday (as per the official holidays observed by Bank of India in Mumbai)
i) "Confidential Information" means, (i) intellectual property information; (ii) technical or business information or material not covered in (i); (iii) proprietary or internal information related to the current, future and proposed products or services of the Parties including, financial information, process/flow charts, business models, designs, drawings, data information related to products and services, procurement requirements, purchasing, customers, investors, employees, business and contractual relationships, business forecasts, business plans and strategies, information the Parties provide regarding third parties; (iv) information disclosed pursuant to this Contract and (v) all such other information which by its nature or the circumstances of its disclosure is confidential.
j) “Commissioning” means the successful operationalization of the Bulk email services to the satisfaction of the Purchaser/Bank of India.
k) “Document” means any embodiment of any text or image howsoever recorded and includes any data, text, images, sound, voice, codes, computer programs, software and / or databases or microfilm or computer generated microfiche or similar device.
Bank of India Page 39 of 114 l) “Effective Date” means the date on which this Contract is signed and executed by the
Parties hereto. If this Contract is executed in parts, then the date on which the last of such Contracts is executed shall be construed to be the Effective Date.
m) “Intellectual Property Rights” means any patent, copyright, trademark, trade name, design, trade secret, permit, service marks, brands, propriety information, knowledge, technology, licenses, databases, computer programs, software, know how or other form of intellectual property right, title, benefits or interest whether arising before or after the execution of this Contract and the right to ownership and registration of these rights.
n) “Parties” means the Purchaser/Bank of India and the Contractor and “Party” means either of the Parties.
o) “Site” means the place in which the operations/service(s) are to be carried out or places approved by the Purchaser for the purposes of the Contract together with any other places designated in the Contract as forming part of the Site.
p) “POC” means Proof of Concept. 2. Interpretation
In this Contract unless a contrary intention is evident:
a) The clause headings are for convenient reference(s) only and do not form part of this Contract;
b) Unless otherwise specified a reference to a clause number is a reference to all of its sub-clauses;
Bank of India Page 40 of 114 c) Unless otherwise specified a reference to a clause, sub-clause or section is a reference to a
clause, sub-clause or section of this Contract including any amendments or modifications to the same from time to time;
d) A word in the singular includes plural and a word in the plural includes singular;
e) A word importing a gender includes any other gender;
f) A reference to a person includes a partnership and a body corporate;
g) A reference to legislation includes legislation repealing, replacing or amending that legislation;
h) Where a word or phrase is given a particular meaning it includes the appropriate grammatical forms of that word or phrase which have corresponding meanings;
i) Reasonability and materiality of “doubt” and "controversy" shall be at the discretion of Bank of India.
j) The words not expressly defined herein shall have meanings ascribed to them in the General Clauses Act, 1897 and the Information Technology Act, 2008.
3. Conditions Precedent
a) The Contract is subject to the fulfillment of the following conditions precedent by the Contractor.
i. Furnishing of an unconditional and irrevocable Performance Bank Guarantee (Performance Security) as mentioned in Section 3(RFP) 26(d) as per the format given in Annexure-1 (Form No 5).
ii. Execution of a Deed of Indemnity as per format given in Annexure-1 (Form No-4). iii. Furnishing solvency certificate and certificate confirming that there are no vigilance or
Bank of India Page 41 of 114 iv. Furnishing of such other documents as Bank of India / Purchaser may specify, including
but not limited to definitive documents. 4. Standard of Performance
The Contractor shall perform the service(s) and carry out its obligations under the Contract with due diligence, efficiency and economy, in accordance with generally accepted techniques and practices used in industry and with professional engineering standards recognized by the international professional bodies and shall observe sound management, technical and engineering practices. It shall employ appropriate advanced technology, procedures and methods. The Contractor shall always act, in respect of any matter relating to the Contract, as faithful advisors to Bank of India and shall, at all times, support and safeguard its own legitimate interests in any dealing with third parties.
5. Use of Contract Documents & Information
b) The Contractor shall treat all documents, information, data and communication of and with Bank of India / the Purchaser as privileged and Confidential and shall be bound by the terms and conditions of the Non-Disclosure Agreement. The Contractor shall execute the Non-Disclosure Agreement simultaneously at the time of execution of the Contract. The Contractor shall not, without Purchaser's prior written consent, disclose the Contract, or any provision thereof, or any specification, plan, sample or information or data or drawings / designs furnished by or on behalf of Purchaser/Bank of India in connection therewith, to any person other than a person employed by the Contractor in the performance of the Contract. Disclosure to any such employed person shall be made in utmost confidence and shall extend only so far as may be necessary and relevant for purpose of such performance and shall be subject to the terms and conditions of the Non-Disclosure Agreement.
c) The Contractor shall not, without Purchaser's/Bank of India's prior written consent, make use of any document, data or information etc., enumerated in this Bid Documents save and except for due performance and observance of the Contract.
Bank of India Page 42 of 114 d) Any document, other than the Contract itself, enumerated in this Bid Documents shall
remain the property of Purchaser/Bank of India and shall be returned (in all copies) to Contractor on completion of the Contractor’s performance under and in accordance with the Contract, if so required by Purchaser/Bank of India.
6. Intellectual Property Rights and Patent Rights
a) Purchaser shall own and have a right in perpetuity to use all Intellectual Property Rights excluding source code which have arisen out of or in connection with the implementation of this Contract, including all processes and products which have been developed by the Bidder during the performance of Services and for the purposes of inter-alia use or sub-license of such Services under this Contract. The Bidder undertakes to disclose all Intellectual Property Rights arising out of or in connection with the performance of the Services to the Purchaser and execute all such agreements/documents and file all relevant applications, effect transfers and obtain all permits, approvals, consents and no objections that may be necessary in this regard to effectively transfer and conserve the Intellectual Property Rights of the Purchaser.
c) Further, the Bidder shall be obliged to ensure that all approvals, consents, no objections, registrations, licenses, permits and rights which are inter-alia necessary for use of the information technology system installed by the Bidder, shall be acquired in the name of the Purchaser, prior to termination of this Contract and which shall be assigned by the Purchaser if necessary under the applicable laws or otherwise to the /Bidder for the purpose of execution of any of its obligations under the terms of the Bid, or this Contract. However, subsequent to the term of this Contract, such shall ensure to the exclusive benefit of the Purchaser.
d) The Bidder shall ensure that while it uses any software, hardware, processes or material in the course of performing the Services, it does not infringe the Intellectual Property Rights of any person and the Bidder shall keep the Purchaser indemnified against all costs,
