RFP NO.
ISSUE DATE
MOB/CCT/25/06/15-023
25th June 2015
REQUEST FOR PROPOSAL
FOR
REMOTE CALL CENTER
SERVICES
Mobitel (Pvt) Limited
108, W.A.D. Ramanayake Mawatha,
Colombo 2
Sri Lanka.
RFP Reference No: MOB/CCT/30/08/13-023
Mobitel (Private) Limited
Table of Contents
1
Executive summary .......................................................................................... 3
2
RFP Documents ................................................................................................ 4
3
GENERAL CONDITIONS OF RFP ......................................................................... 5
4
Scope Of Work .................................................................................................. 7
5
RFP Details ........................................................................................................ 8
6
Minimum Validity Period of Offer .................................................................... 9
7
Bid Bond ........................................................................................................... 9
8
Schedule of Prices........................................................................................... 10
9
Documents and Details to accompany Proposal............................................ 10
10 Power of Accept or Reject Offers and Intimation of Acceptance .................. 10
11 Use of Documents and Information ............................................................... 10
12 Canvassing, Gifts and commission ................................................................. 11
13 Patent Rights .................................................................................................. 11
14 Misrepresentation and or Mistakes in Information ....................................... 11
15 Multiple Bids and Partial selection ................................................................. 12
16 Technical experience ...................................................................................... 12
17 Performance Bond.......................................................................................... 12
18 Sublet of Contract........................................................................................... 12
19 Insurance ........................................................................................................ 13
20 Indemnification .............................................................................................. 13
21 Payment.......................................................................................................... 13
22 Intellectual Property Rights ............................................................................ 13
23 Change Orders ................................................................................................ 13
24 Subcontracts ................................................................................................... 14
25 Delays in Contractors Performance ............................................................... 14
26 Liquidated Damages ....................................................................................... 15
27 Extensions in the Contractor's Performance.................................................. 15
28 Inability to Perform the Service ..................................................................... 15
29 Termination for Default.................................................................................. 16
30 Force Majeure ................................................................................................ 16
31 Governing Language ....................................................................................... 16
32 Applicable Law and Jurisdiction ..................................................................... 16
In strict commercial confidence
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Mobitel (Private) Limited
33 Arbitration (Applicable Only in the event of Parties entering in to a Contract)
17
34 Correspondence ............................................................................................. 17
35 Taxes and Duties............................................................................................. 17
36 Acceptance ..................................................................................................... 18
37 Warranty......................................................................................................... 18
38 System and Data Security ............................................................................... 19
39 Protection of Existing Telecommunications/IT System, Integration and
Interoperability............................................................................................ 19
40 Damage property and persons ....................................................................... 20
41 Responsibilities of Mobitel ............................................................................. 20
42 Responsibilities of Bidder ............................................................................... 20
43 Oral Presentation ........................................................................................... 21
44 Demonstration of Service ............................................................................... 21
45 Commercial Terms.......................................................................................... 21
46 RELATIONSHIP ................................................................................................ 22
47 Annexure 1-Technical Specification ............................................................... 23
48 Annexure 2 - Price Format.............................................................................. 24
49 Annexure 3-Agreement on Non-Disclosure and Restriction of use of Material
27
50 Annexure 4 -Functional Requirements .......................................................... 34
51 Annexure 5-Bid Bond...................................................................................... 35
52 Annexure 6 - Performance Bond .................................................................... 37
In strict commercial confidence
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Mobitel (Private) Limited
Executive summary
MOBITEL (PRIVATE) LIMITED
Introduction
Mobitel was originally formed by Sri Lanka Telecom PLC and the Telstra
Corporation of Australia in 1993. It was subsequently turned into a joint
venture between the two companies in 1996, and in 2002 Sri Lanka Telecom
became the sole owner of Mobitel. Currently, Mobitel is the second largest
mobile phone service provider in Sri Lanka and has a customer base
approximating to 5 Million.
Parent Company
Sri Lanka Telecom PLC (SLT) is the dominant telecommunication provider in
Sri Lanka, with a fixed line market share of above 50% and is the largest
company in terms of market capitalization. It is listed on the Colombo Stock
Exchange and has a turnover in excess of Rupees 50 billion per annum, one of
the highest annual turnovers in Sri Lanka. It has an established, industry
leading strategic partner as one of its shareholders namely Global
Telecommunication Holdings (GTH) which owns 44.9% of the shareholding of
SLT. Furthermore, SLT enjoys the strong support of the Government of Sri
Lanka, which owns the balance 49.5% of SLT.
In 1996, SLT acquired a 40% interest in Mobitel, and in October 2002 the
company acquired the remaining 60% from Telstra Corporation, Australia.
With the acquisition of Mobitel, the group became the first integrated
operator in Sri Lanka capable of offering fixed line, data and mobile services
to its retail and corporate customers.
Mobitel Overview
The alliance of Mobitel and SLT has changed the existing paradigm of mobile
communications in Sri Lanka to a more customer-focused service. With the
current expansion of GSM, UMTS, LTE Networks, Mobitel will be able to
increase the present coverage and capacity.
The current GSM, UMTS and LTE platforms provide a host of services such as
mobile broadband using LTE, HSPA, GPRS multimedia messaging and
information on demand services in addition to the basic voice and SMS
services. Further, Mobitel is in the process of implementing Wi-Fi and has
already launched the latest technology, LTE at certain selected locations of
the Country . These new implementations ensure Mobitel’s value added
services lead the competition. Mobitel has always emphasised on clarity
coverage and customer Care, standing by its Slogan “We Care. Always”
In strict commercial confidence
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RFP Reference No: MOB/CCT/30/08/13-023
Mobitel (Private) Limited
The purpose of this RFP is to consider the options of procuring remote call
Centre Services.
RFP Documents
ITEM DESCRIPTION
This RFP is for Procurement of Remote Call Center Services by Mobitel (Pvt) Limited.
RFP NO: MOB/CCT/25/06/15-023
BID BOND
Value of the bid bond is Rupees One Million (Rs.1,000,000/-). The bid bond shall be
valid for One hundred and Twenty days (120) from the date of closing Bids. The Bid
Bond format is given in Annexure 5.
PLACE OF ACCEPTANCE OF RFP
Office of the Manager Procurement
Mobitel (Pvt) Limited,
108, W. A. D. Ramanayake Mawatha,
Colombo 2,
Sri Lanka .
RECEIVING AND CLOSING OF RFP
Proposals will be received not later than 10.00 hours on 24th July 2015 (to be filled by
procurement)
In strict commercial confidence
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Mobitel (Private) Limited
GENERAL CONDITIONS OF RFP
3.1 Definitions
In this document, the following terms shall be interpreted as indicated.
“Mobitel”/“MOBITEL” means the Sri Lanka Telecom Mobitel Private Limited in the
Democratic Socialist Republic of Sri Lanka.
“Chief Executive Officer” means the person for the time being holding or acting in
the office of the Chief Executive of Mobitel or any other Authorised Officer.
“Contract” means the agreement that will be entered into between Mobitel and the
successful Contractor to provide remote call centre Services to Mobitel
“Contractor” or “Bidder” means a company or firm offering to provide remote call
centre Services under this RFP to Mobitel;
“Proposal” or “Bid” means the proposal made by the Bidder
“Coordinator” means the person or persons duly authorised by the Chief Executive
Officer to co-ordinate with the Contractor in matters relating to the Service
contemplated under this RFP.
“Contract Price” means the price payable to the Contractor under the Contract for the
full and proper performance of its contractual obligations.
“Notice to Proceed" means the written notice issued to the Contractor by Mobitel to
commence the Service.
“Effective date of Contract” means the date on which the Contractor receives the
“Notice to Proceed”. In case Mobitel specifies a date to commence work on the
“Notice to Proceed”, then the effective date of Contract shall mean such date as
specified in the “Notice to Proceed”.
“Proof of Concept” or “POC” means the secure integration of the Contractor’s
system with the existing Mobitel Telecommunications/IT System to provide the
Services in terms of this RFP.
“Service Manager” means the person who will be nominated by the Contractor in
writing to act as the Contractor’s representative for the execution of the Service.
“Service “ means to provide call centre services in accordance with the Technical
Specifications and the Functional Requirements stipulated in Annexures 1 and 4
respectively, at the prices quoted in the Price Schedule prepared in accordance with
Annexure 2
In strict commercial confidence
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“Site” means where the Contract shall have its infrastructure facility from which the
Services are provided.
“Purchaser's Country” means the Democratic Socialist Republic of Sri Lanka.
“Subcontractor” means a natural or legal person who will enter into an agreement
with the successful Contractor to carry out certain parts of the main contract on behalf
of the successful Contractor.
“Technical and Functional Requirement” means requirements given in annexures 1,
“The RFP price” means the price quoted by the Contractor under this RFP for the full
and proper performance of the scope of work.
In this document, unless the terms & conditions here in contained otherwise required,
the following terms shall be interpreted as indicated, and singular words shall include
the plural and vice versa and words importing persons shall include
Corporations/firms, etc.
The technical terms and conditions used in this RFT which are not defined, shall have
the same meaning given to the same in the telecommunication industry.
In strict commercial confidence
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Scope Of Work
The Manager Procurement of Mobitel (Pvt) Limited, 108, W. A. D. Ramanayake
Mawatha, Colombo 2, Sri Lanka will receive Proposals for Procuring Remote Call
Center Services.
The Technical specifications, Price Format and Functional Requirement for the
Procurement of Remote Call Centre Services are attached to this document as
Annexure 1, Annexure 2 and Annexure 4 respectively The table given below should
be completed by the Bidder for each clause in this General Terms and Conditions,
Annexure 1 and Annexure 2 .All the terms and conditions stated herein below are
mandatory, the Bidder must comply with the terms and conditions given in this RFP.
Following should be noted when marking compliance for the RFP Clauses including
General, Technical and Functional.
1. The compliance shall be stated clearly whether it is Yes, No or Partial.
a. Yes = Full Compliance
b. No = No Compliance
c. Partial = Partial Compliance
2. Partial compliance shall be explained with a brief description as to specify what is
in compliance and what is not in compliance.
3. If the compliance status is marked as Yes and it is accompanied with remarks, it
is considered as Partial Compliance.
Please use the following format in noting the compliance level.
RFP Clause Yes/No/Partial
# of RFP
Remarks for Partial
Compliance
In strict commercial confidence
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RFP Details
5.1 Receipt and Close of RFP
(A) The Bidder shall complete details of the Non-Disclosure Agreement in Annex 3, sign
and return the same before 20-07-2015 to the Manager Procurement of Mobitel.
(B) All Proposals should be made in the prescribed appropriate Form in triplicate each
copy being duly signed (Note that the bottom of each and every page of the RFP
document should be authenticated by placing the signature of the Bidder or his
authorized representative) by the Bidder. The scope of the RFP consists of the
requirement of the buyer, if the Contractor offers any features in addition to the
minimum requirements of the buyer, the Contractor shall offer such features
separately and if there are any commercial terms, the commercial terms too shall be
provided separately.
(C) The Contractor shall provide a list of value additions which will form part and parcel
of purchase price of the Supply Contract without any additional cost to Mobitel.
(D) All technical and commercial submissions (both soft copies and hard copies) from
Contractors to Mobitel shall strictly follow the formats given in Annexures 1 and 2
herein.In all three formats mentioned, it is mandatory to indicate whether the
particular Soft/Hard copy is a technical submission or a commercial submission
within brackets as specified.
(E) The Bidder shall separately seal and enclose three documents in three (3) separate
covers and mark “Original”, “Duplicate” and “Triplicate”.
(F) The Commercial section of the Proposal should be separated from the Technical
information. No commercial information shall be included in the Technical
information. If any information exclusive to commercial section is disclosed to any
person by the Bidder without the express authority of CEO of Mobitel, Mobitel
reserves the right to disqualify such Bidder from the RFP process.
(G) The following sections should be separated and marked as given below:
(I). the first containing the technical submission which includes the compliance
with technical and functional requirement with detailed
technical
infrastructure facilities, manpower available etc , (the second containing the
Commercial submission;
(II). and the third containing;
(a).
Bid Bond ( format given in Annexure 5),
(b).
Power of Attorney giving authority to the representative of the
Company to act on behalf of the Company, Firm etc.. And
(H) Three (3) separately password protected (Password should be given at the time of Bid
Proposal submission) soft copies of above (F) I and (F) II, in MS office suite shall be
submitted to Mobitel with formulas used intact. (files given in PDF formats shall not
be accepted),
In strict commercial confidence
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(I) The Proposal documents shall only be handed over to the Manager Procurement or
his nominated representative of Mobitel (Pvt) Ltd, 108 W. A. D. Ramanayake
Mawatha, Colombo 2. Sri Lanka no later than the day as indicated in the RFP
Document by an authorized representative on behalf of the Bidder, capable to
establish Legal capacity to represent the Bidder.
5.2 Opening of Bid Proposals
The (1) the Bid Bond (2) the Power of Attorney giving authority to the representative
of the Company to act on behalf of the Company, Firm etc..
5.3 Acceptance of Proposals
(A) The proposals will only be received from Bidders who have complied with the
condition in the RFP document.
(B) Having received final proposal, it is MOBITEL’s intention to select the most
appropriate solution and award contract(s) to the successful Bidder(s). However,
MOBITEL reserves the right to reject any or all the proposals received in response to
this RFP. MOBITEL has no obligation to explain to unsuccessful Bidders the reasons
for rejecting their proposals.
(C) MOBITEL reserves the right to cancel the project at any time prior to signing a
contract for any reason and without penalty.
(D) Bidders shall agree to comply with the terms specified in the RFP and the Annexures
and must attach a letter to that effect with the submissions of the RFP. In the event of
non- compliance, the Bidder shall indicate such variations in the compliance table
mentioned in Clause 4. Any clarifications must be made in writing within 10 days of
issuance of this RFP and should be sent via email in accordance with clause 34
(Correspondence)
Minimum Validity Period of Offer
6.1 All offers shall be held good for acceptance for a minimum period of 120 days from
the date of closing of this RFP.
6.2 All prices indicated in the Schedule of Prices prepared in accordance with Annexure
2 shall be firm and not be subjected to increase within the validity period of offer
specified in (6.1) above.
Bid Bond
7.1 Each Bid Proposal shall be accompanied by a Bid Bond to the value indicated in the
RFP Data Sheet, undertaking that the offer will be held valid for the validity period
and that the offer will not be withdrawn during that period. Such security shall be in
the form of a Bank Draft or a Bank Guarantee issued by a Commercial Bank in Sri
Lanka, and payable to Mobitel (Pvt) Limited. The Bid Bond shall be valid for One
Hundred and twenty days (120) from the date of closing of Bids and should be
substantially in accordance with the specimen at Annexure 5. Failure to submit the
Bid Bond at the time or before the closing of the Bids and in accordance with above
said requirements may result in the Proposal being rejected. Bid securities from
unsuccessful Bidders will be returned to them after an award is made to the successful
Bidder. The Bid Securities of the successful Bidder will be returned to them after
receipt of the performance bond.
In strict commercial confidence
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Schedule of Prices
8.1 Bidder shall follow the instructions and pricing format specified in Annex 2 in
preparing the schedule of prices.
8.2 Prices indicated in the schedule shall be firm and shall not be subjected to increase.
8.3 Scalability of pricing
8.3.1
Services provided shall be scalable and pricing provided for such Services shall
be in accordance with such scalability so that Mobitel is able to change
configuration without incurring any out of proportion expense.
Documents and Details to accompany Proposal
9.1 All Proposals should contain adequate particulars in respect of the Services offered.
Documents which the Bidder must submit are specified in the Technical Requirement
document (Annexure 1.)
9.2 The Bidders must submit the profile of the company, published/audited financial
statements for past 3 years, the current market share with proof, a list of customers
and contact details of reference customers.
9.3 All Proposals should contain adequate particulars in respect of the Services offered.
Other documents, which the Bidder must submit, if any, herein.
9.4 All proposal documents shall become the property of MOBITEL and shall not be
returned to the Bidder.
Power of Accept or Reject Offers and Intimation of Acceptance
10.1
MOBITEL is not bound to make the award of Contract to the Bidder
submitting the lowest commercial offer.
10.2
Chief Executive Officer of MOBITEL reserves the right to reject any or all
Proposals, without adducing any reason.
10.3
MOBITEL reserves the right to - make the award to more than one Bidder.
Bidders are required to fully co-operate with other selected Bidder(s) to collectively
fulfil the objectives and requirements of the Contract.
10.4
A Letter of Intent (LoI) under the hand of the Chief Executive Officer or the
Manager Procurement will be sent by registered post/hand delivered letter to the
successful Bidder/Bidders to the address given by him in the Proposal document as
soon as possible after the decision has been made.
10.5
MOBITEL’S decision in selecting the Bidder(s) shall be final and conclusive;
any unsuccessful Bidder(s) shall not make any attempt or request to change such
decision.
10.6
Mobitel intends to enter in to a two year Contract with the Service provider
for providing call center services with an option for premature termination with 4
months’ notice
Use of Documents and Information
11.1
The Bidder shall not, without Mobitel’s prior written consent, disclose any
document, any specification, plan, drawing, pattern, sample or information furnished
by or on behalf of Mobitel in connection therewith to any person other than a person
employed by the Bidder in the performance of work relating to this offer. Disclosure
to any such employed person shall be made in confidence and shall extend only so
far, as may be necessary for purposes of such performance.
In strict commercial confidence
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11.2
The Bidder shall be responsible and required to do a detailed and
comprehensive business process and analysis without charge to Mobitel for the
purpose of fulfilling the Functional requirements (Annexure 4) and technical
Specification (Annexure 1) . The output of said analysis is the sole property of
Mobitel and must be surrendered to Mobitel without any exception on conclusion of
the RFP or on request by Mobitel. Furthermore the Bidder must destroy all copies or
derivatives of aforementioned document(s) within its premises
11.3
The Bidder shall not, without Mobitel’s prior written consent, make use of
any document or information enumerated in Clause 11.1 except for purposes of
performing the Service in terms of this offer.
11.4
Any document, enumerated in Clause 11.1 shall remain the property of
Mobitel and shall be returned to Mobitel on completion of the Bidders performance
under the contract, if so required by Mobitel.
11.5
It is agreed that a violation of any of the provisions of this clause will cause
irreparable harm and injury to Mobitel, and Mobitel shall be entitled, in addition to
any other rights and remedies it may have at law and in equity, to an injunction
enjoining and restraining the Bidder from doing or continuing to do any such act and
any other violation or anticipatory violation of this provisions stated herein.
11.6
All the Bidders shall sign a Non-Disclosure Agreement with Mobitel in the
format set out in Annexure 3.
Canvassing, Gifts and commission
12.1
The Bidders or their Agents should not canvas, offer or agree to give or give
any kind of gift, commission, rebate or consideration as an inducement or reward to
any person employed by Mobitel, or any person employed by its shareholders for any
act or omission or for showing any favour and disfavour in relation to Contract,
12.2
Breach of this Clause may be punishable in Law, and shall render the
Proposal invalid and/or enable a Contract to be rescinded.
Patent Rights
13.1
The Contractor shall indemnify Mobitel against all third-party claims of all
Intellectual Property rights violations including but not limited to infringement of
patent, trademark or industrial design rights arising in relation to the Services
performed in terms of this RFP.
Misrepresentation and or Mistakes in Information
14.1
The Contractor shall be responsible for any discrepancies, errors or omissions
in the drawings, designs and other written information supplied by the Contractor,
whether they have been approved by Mobitel or not, provided that such discrepancies,
errors, or omissions are not due to inaccurate drawings or information furnished by
Mobitel. In such an event, Mobitel will be liable only for the relevant cost incurred.
14.2
The Contractor shall carry out at its own expense any alterations or remedial
work necessitated by reason of discrepancies, errors or omissions due to the fault of
the Contractor and shall modify the drawings, designs and other written information.
Accordingly, or in the event if the same were done by or on behalf of Mobitel, the
Contractor shall bear all costs incurred thereby in agreement with Mobitel.
14.3
The Contractor shall supply all the information and documents directly
relevant to the Service as per the quoted in the commercial submission If any other
In strict commercial confidence
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optional and relevant information exists in technical submission, more than what is
included in the commercial submission such additional information shall be clearly
given separately. If any information in relation to any optional items provided in the
commercial submission, such items shall be clearly defined as Optional in the
technical submission.
Multiple Bids and Partial selection
15.1
Mobitel has the right to select multiple Contractors.
15.2
Mobitel has the right to offer the Contractors selected Services.
15.3
Mobitel has the right to order additional services more than the initially
awarded within the availability period (2 Years from date of awarding the contract)
at the same discounted price given by the Contractor.
15.4
Mobitel has the right to order services less than which is indicated in the
BOQ.
15.5
No Party shall be the exclusive supplier to Mobitel even if the total Contract
is awarded to one Contractor.
Technical experience
16.1
The Proposal should give all the past experience references which should
include the purchaser’s name, platform used, services rendered , performance
benchmarks and the capacity serviced.
16.2
The Proposal should give the current Market share information of the Bidder.
16.3
The Proposal should give the Bidder’s past experiences in providing the
Service in a Telco environment.
Performance Bond
17.1
The Contractor shall furnish Performance Bond to Mobitel amounting to ten
per cent (10%) of the Annual Contract Price in the form provided in the RFP
Document (Annexure 6) within fourteen (14) days after the date of signing the
Contract with Mobitel. If the Contractor requires an Advance Payment, the
Performance Bond amount shall be equivalent to the Advance Payment amount plus
10% of the Contract Price. If not, the bidder shall provide in addition to the
Performance Bond of 10%, an Advance Payment Guarantee to the equivalent value of
Advance Payment. The Contractor shall provide the Performance Bond/Advance
Payment Guarantee to Mobitel before Mobitel provides the Advance Payment.
17.2
The proceeds of the Performance Bond shall be payable to Mobitel for the
Contractor’s failure to complete its obligations and as a security against the Advance
Payment. Mobitel may at its discretion extend the validity period of the performance
Bond dependent on the extension of work schedules.
17.3
The performance Bond shall be in the form of an irrevocable and
unconditional Bank guarantee, issued by a bank located in Mobitel’s country
acceptable to Mobitel, in the form provided in the RFP documents (Annex 6). The
said bank guarantee shall remain in force for the duration of the Contract.
Sublet of Contract
18.1
The Contractor may not sublet or assign any part of the Service to be
performed hereunder without the prior written approval of Mobitel. Mobitel reserves
In strict commercial confidence
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the right to refuse to recognize a Power of Attorney issued by the Contractor to any
person authorising such person to carry out the project on the Contractor’s behalf.
Insurance
19.1
The Contractor shall at its own expense arrange for and effect all necessary
insurance policies against all losses and/or damages for which it may be held
responsible.
Indemnification
The Contractor shall fully indemnify and keep indemnified Mobitel, its officials,
officers, employees, and agents against all losses, claims, demands, expenses, and
liabilities with respect to its obligations herein or otherwise for loss of business ,
goodwill, spherical, indirect, consequential or incidental damages, whether in tort or
in contract consequent to any failure to perform, or for delay or any other cause
whatsoever attributable to the Contractor.
Payment
21.1
The terms and conditions of payment will be based on the payment terms
and/or financial proposal given by the Contractor in accordance with Annexure 2,
Price Schedule (Bill of Quotations).All the prices should be given in LKR.
Intellectual Property Rights
22.1
The Contractor is required to warrant that the Equipment and Software and
all items of equipment used for services to be provided to Mobitel do not, alone or in
combination with each other, infringe any patent or other intellectual property rights
and the Contractor shall defend and indemnify and hold indemnified Mobitel
completely and at all times from all damages, costs and expenses of the alleged
infringement of any patent or other intellectual property rights, including awards of
final judgement, settlement by order or court may be assessed or imposed against
Mobitel on account of such infringement.
22.2
The Contractor shall defend Mobitel at the Contractor's own cost any or all
such suits or proceedings. If the Equipment and Software or any item thereof is held
to constitute an infringement in such action, the Contractor at his own expense
replace such infringing items with non-infringing items so that they can provide
continuous Services to Mobitel without any infringement.
Change Orders
23.1
Mobitel may at any time, by a written notice given to the Contractor to make
changes within the General Scope of the RFP in any one or more of the following but
not limited to that:
(a). Services to be provided by the Contractor
(b). Technological aspects
(c). Functional aspects
23.2
Upon notification by Mobitel of such change, the Contractor should submit to
Mobitel an estimate of costs for the proposed change (hereinafter referred to as the
Change or Changes), including any change in the schedule of payments, within ten
(10) calendar days of receipt of notice of the Change and shall include an estimate of
In strict commercial confidence
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the impact (if any) on the performance of the Service under the Contract, as well as a
detailed schedule for the execution of the Change, if applicable.
23.3
The Contractor shall not perform Changes in accordance with Clause 23
above until Mobitel has authorised a Change order in writing on the basis of the
estimate provided by the Contractor.
23.4
If any such Change Order causes an increase or decrease in the cost of, or the
time required for, the Contractor’s performance of any part of the Service under the
Contract, an equitable adjustment shall be made in the Contract Price or delivery
schedule, or both and the Contract shall accordingly be amended. Any claims by the
Contractor for adjustment under this clause must be asserted within thirty (30) days
from the date of Contractors receipt of Mobitel’s change order.
Subcontracts
24.1
The Contractor shall notify Mobitel in writing of all subcontracts awarded
under the Contract if not already specified in his Contract. Such notification, in his
original Contract or later, shall not relieve the Contractor from any liability or
obligation under the Contract and he shall be responsible for the acts, defaults and
negligence of any Subcontractor, his agents, servants or workmen as fully as if they
were the acts, defaults or negligence of the Contractor.
24.2
The Contractor shall submit to Mobitel a copy of all Subcontracts associated
with the Contract price, within one (1) week after the Notice to Proceed. Mobitel shall
check whether the general terms and a condition is against the Contract. Mobitel shall
notify the Contractor to amend such part (s).
24.3
Subcontracts must comply with the provisions of Clause 16 of General
Conditions.
24.4
If Mobitel is not satisfied with the performance of the Subcontractor(s),
Mobitel shall inform Contractor and Contractor shall take immediate measures to
replace the Subcontractor if Mobitel is either, reasonably able to demonstrate that the
performance of the Subcontractor will not be satisfactory, or the Parties mutually
agree upon replacing such Subcontractor.
24.5 If Mobitel performs any Services for the Contractor on behalf of the Contractor, the
Contractor shall still be liable to Mobitel for such services performed.
Delays in Contractors Performance
25.1
The Contractor in accordance with the time schedule agreed shall perform the
Services.
25.2
Any unacceptable delay by the Contractor in the performance of his
obligations shall render the Contractor liable to any or all of the following sanctions:
forfeiture of its Performance Bond, imposition of liquidated damages, and/or
termination of the Contract in whole or in parts for default.
25.3
If at any time during performance of the Contract, the Contractor or his
subcontractor (s) should encounter conditions impeding the timely supply of Services,
the Contractor shall promptly notify Mobitel in writing of the fact of the delay, its
likely duration and its cause(s). As soon as after receipt of the Contractor’s notice,
Mobitel shall evaluate the situation and may at its discretion extend the Contractor’s
time for performance, in which case the extension shall be ratified by the parties by
amendment of the Contract.
In strict commercial confidence
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Liquidated Damages
26.1
Subject to Clause 25, at any time if the Contractor fails to perform the
Services within the time period(s) specified in the Contract, Mobitel shall, without
prejudice to its other remedies under the Contract, deduct from the Contract Price, as
liquidated damages, a sum equivalent to 0.75% of the delivered price of the delayed
or unperformed Services and 0.75% of the delivered price of the impacted part of the
service due to such delay for each week of delay until actual delivery or performance,
up to a maximum deduction of 10% of the Contract Price and 10% of the impacted
part of the system. Once the maximum is reached, Mobitel shall have the right to
terminate the Contract. Any liquidated damages shall be deducted from the money
payable to the Contractor.
26.2
For the failure to meet Service Level Agreement in the Service, Contractor
shall be charged as damages of per day 10% of the Monthly fee. If there is consistent
failure to meet the Service Level Agreement, Mobitel shall have the right to terminate
the contract with 30 days’ notice.
26.3
In the event liquidated damages cannot be recovered from the amounts
outstanding under the Contract Price, Contractor shall pay un-recovered liquidated
damages to Mobitel on submission of Mobitel’s claim or Mobitel has the right to
claim or deduct this amount from any existing or future contracts with the Contractor
or from the performance guarantee.
Extensions in the Contractor's Performance
27.1
Performance of the Services under the Contract shall be made by the
Contractor in accordance with the work schedule.
27.2
The Contractor may be allowed to claim extension of the time limits as set
forth in the Work Schedule in case of:
(a). Changes ordered by Mobitel pursuant to Clause 23.
(b). Force Majeure pursuant to Clause 30 and.
(c). Delay in performance of Service caused by directives issued by Mobitel.
The Contractor shall demonstrate to Mobitel's satisfaction that he has used his best
endeavours to avoid or overcome such causes of delay, and the parties will mutually
agree upon remedies to mitigate or overcome such causes of delay.
27.3
Notwithstanding Clause 25.2 here above, the Contractor shall not be entitled
to an extension of time for completion, unless the Contractor, at the time such
circumstances arise, has immediately notified Mobitel in writing of any delay that it
may claim as caused by circumstances pursuant to Clause 25.2 here above, and, upon
request of Mobitel, the Contractor shall substantiate that delay is due to the
circumstances referred to by the Contractor.
Inability to Perform the Service
28.1
After placing the order for performing the Services contemplated hereunder,
if the contractor anticipates at any time that the Contractor will be unable to execute
the Contract within the time specified in the Contract, Contractor shall at once give
notice accordingly in writing, to the Chief Executive Officer of Mobitel (Pvt) Ltd.
108, W.A.D. RamanayakeMawatha, Colombo-02, Sri Lanka explaining the causes of
the delay and such Contractors will be disqualified for further orders.
In strict commercial confidence
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Termination for Default
29.1
If the Contractor fails to perform the Services within the time period(s)
specified by the Contract, or any extension thereof granted by Mobitel pursuant to
Clause 27 of General Conditions of Contract;
Or
If the Contractor fails to perform any other obligation(s) under the Contract
Mobitel may, without prejudice to any other remedy for breach of the Contract, by
written notice of default sent to the Contractor, terminate the Contract in whole or in
part. Such notice shall deem to be notice of termination.
29.2
In the event Mobitel terminates the Contract in whole or in part, pursuant to
the above Clause 27.1, Mobitel may procure, upon such terms and in such manner as
it deems appropriate, Similar Service from third parties, and the Contractor shall be
liable to Mobitel for any excess costs for such similar Services. However, the
Contractor shall continue performance of the Contract to the extent not terminated.
Force Majeure
30.1
If either party is temporarily unable by reason of Force Majeure to meet any
contractual obligations under the Contract and if such party gives to the other party
written notice of the event within fourteen (14) days after its occurrence, such
obligations of the party that it is unable to perform by reason of such event shall be
suspended for as long as the inability persists.
30.2
Neither party shall be liable to the other for loss or damage sustained by such
other party arising from any event referred to in this Clause 30 or delay arising from
such event.
30.3
The term "Force Majeure" as employed herein, shall mean acts of God,
strikes, lock-outs or other industrial disturbances, acts of the public enemy, wars,
blockades, insurrection, riots, epidemics, landslides, earthquakes, tsunamis, storms,
lightning, floods, washouts, civil disturbances, explosions and any other events not
within control of either party and when by the exercise of due diligence neither party
is able to overcome.
30.4
If a Force Majeure situation arises, the Contractor shall promptly notify
Mobitel in writing of such condition and the cause thereof. Unless otherwise directed
by Mobitel in writing, the Contractor shall continue to perform its contractual
obligations as far as is reasonable and practical, and shall seek all reasonable
alternative means for performance not prevented by the Force Majeure event. In case
of delays in the date of completion due to any of the event mentioned above, the date
of completion shall be extended accordingly.
Governing Language
31.1
All correspondence and other documents pertaining to the RFP shall be
written in the English language.
31.2
If any printed documents written in any other language are furnished, the
English translation shall have to be certified by the relevant embassy or High
Commission.
Applicable Law and Jurisdiction
32.1
The RFP and any Contract resulting there from will be governed by and
construed in accordance with the laws of the Democratic Socialist Republic of Sri
In strict commercial confidence
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Lanka and shall be subject to the exclusive jurisdiction of Sri Lankan Courts and
Arbitration tribunal.
Arbitration (Applicable Only in the event of Parties entering in to a Contract)
33.1
The Parties shall use their best efforts to settle any dispute difference or
question between them arising out of any resulting Contract in an amicable way. The
subject matter shall be discussed in good faith.
33.2
If however, the subject matter remains in dispute despite the Parties efforts to
settle the dispute in question either party may submit the matter to arbitration as set
out below
33.3
All disputes differences or questions between the Parties with respect to any
matter arising out of or relating to any resulting Contract shall be finally settled
under the Rules of Conciliation and Arbitration in accordance with the provisions of
the Arbitration Act No 11 of 1995 and the rules of the Arbitration Centre of the
Institute for the Development of Commercial Law and Practice, in Colombo (Sri
Lanka) by three(3) arbitrators appointed in accordance with the said Rules and
proceedings and the proceedings shall be conducted in the English language.
Correspondence
34.1
Any correspondence to Mobitel shall be sent by e-mail and confirmed in
writing to the following. All the e-mails from a Contractor shall be sent only from one
e-mail address which shall be informed to Mobitel in advance.
Alicia Slemmermann
Senior Procurement Executive
Mobitel (Pvt) Ltd
108 W A D Ramanayake Mawatha
Colombo 02.
Email: alicias@Mobitel.lk
In the event the correspondence is sent through any other form it shall not be
accepted. Any correspondence originated by any Bidder on the RFP shall always be
made through above listed e-mail. The Bidder shall not make any attempt on
originating a correspondence via any other media such as telephone conversations,
meetings etc. All the correspondence shall be made only through the official(s)
nominated by Mobitel. The violation of any of these conditions will be a
disqualification.
Any deviation request against the conditions mentioned above has to be addressed to
the CEO and copied to the aforesaid official(s) nominated by Mobitel in writing.
If the Bidder wishes to make any queries regarding the RFP the Bidder should follow
the Specific format given in Annexure 2 for such purpose.
Taxes and Duties
35.1
If applicable Value Added Tax (VAT) , payable in Sri Lanka by the
Contractor relating to the execution of the Contract shall be borne by Mobitel.
35.2
The Contractor should be registered for VAT shall submit to Mobitel
complete and sequentially numbered invoices stating the VAT numbers of both
In strict commercial confidence
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parties and showing the component of VAT separately and Mobitel shall pay such
total tax invoices.
35.3
However personal income tax and corporate income tax of the Contractor, the
Contractor’s employees or his subcontractors payable whether in Sri Lanka or outside
Sri Lanka shall not be borne by Mobitel.
35.4
Any taxes outside Sri Lanka shall not be borne by Mobitel.
35.5
Any taxes whether in Sri Lanka or outside Sri Lanka by Subcontractors or
employees of the Contractors shall not be borne by Mobitel.
35.6
If there is any withholding tax to be deducted from payments, Mobitel shall
deduct such withholding tax and make such payments to the respective tax authority
and provide the WHT Certificate to the Contractor.
Acceptance
Proof of Concept Test (POC Test) In order to determine the compliance with the
requirements of Technical and Functional Requirements including integration, the
Contractor shall carry out a Proof of Concept Test in accordance with the Technical
and functional requirements as set forth in Annexure 1 and 4. All such tests shall be
performed by the Contractor and shall be witnessed by Mobitel. If the Proof of
Concept Test fails, contract shall be terminated without any obligation on the part of
Mobitel. If the Proof of Concept Test is successful but may be qualified or may have
annexed to it an agreed list of outstanding items that are not in compliance with the
requirements of the Contract. The timetable for the remedy of such outstanding items
shall be 3 months. If the outstanding items are not cleared within the specified period,
Mobitel have the option of rejecting the Services for which the Conditional POC was
issued.
36.1
Cost of POC Test
All expenses incurred (including testing, apparatus and technical staff) in the
execution of POC Test shall be borne by the Contractor.
Warranty
37.1
The Contractor warrants to provide services in terms of the Technical and
Functional Requirements of Annexures 1 and 4 herein and at the Prices quoted in the
bid documents for the duration of the Contract.
37.2
The Contractor shall warrant to Mobitel that Services provided under the
Contract will comply strictly with the Contract, shall be first class in every particular
case and shall be free from defects.
35.3
The Contractor warrants that
a) It has the legal right/lawful authority and/or necessary approval to submit a proposal
under this RFP and/or enter into a Contract in pursuance of this RFP
Or
b) There is no legal requirement imposed on the Contractor to obtain approval from any
authority to submit a proposal under this RFP and/or enter into a Contract in
pursuance of this RFP
37.4
In the event the Contractor is required to obtain necessary approvals for the
provision of Services in terms of this RFP, the Contractor shall duly obtain the same.
In strict commercial confidence
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System and Data Security
38.1
The Contractor shall ensure that its system used to integrate with the existing
Mobitel Telecommunications/IT System guarantees data integrity & security using
methods such as, but not limited to encryption, https, etc.
38.2
The Contractor must guarantee that the data collected by it in performing the
Services contemplated hereunder will not be disclosed or used for any other purpose
which may be harmful to Mobitel’s business strategies.
38.3
The Contractor and its employees shall safeguard all the information it/they
access and shall not disclose to any party which has no authority to have access to
such information. The Contractor shall always be guided by the guidelines provided
by Mobitel in respect of confidentiality of the information available to it.
Protection of Existing
Interoperability.
Telecommunications/IT
System,
Integration
and
39.1
During the integration period, the Contractor shall pay special attention to the
protection of the existing telecommunications/IT System from damage or
interference.
39.2
When integrating the Contractor’s system with the Mobitel
telecommunications/IT System, the Contractor shall ensure that the Contractor’s
system is capable of integrating into the Mobitel existing telecommunications/IT
System as it is.
39.3
The Suppler shall ensure that standard interfaces shall be used for the points
of interface.
39.4
In case such damage or interference should occur, the Contractor shall
immediately suspend his Works and ask Mobitel for their instructions, upon receipt of
which he shall repair and restore services as soon as possible at his own cost.
39.5
Integration of the Contractor’s system (all the hardware and software
including any interfacing hardware and software) to the existing
telecommunication/IT System of Mobitel shall be the responsibility of the Contractor
. All costs attributable to the contractor for any changes needed in the integration
process shall be borne by the Contractor. If the Contractor’s existing system is unable
to integrate to any part of the existing Telecommunications/IT of Mobitel, the
Contractor shall bear the total cost of alternative solutions as stipulated by Mobitel.
39.6
Any downtime during integration process shall be agreed amongst the
Contractor, System Integrator and Mobitel prior to such integration and execute such
integration by taking downtime only during the maintenance window of 1.00 am to
5.00 am each day. If the actual downtime exceeds the agreed downtime, (or time
frame), the Contractor shall be liable to pay a penalty.
39.7
If there is any unplanned down time the Contractor shall be liable to pay a
penalty.
39.8
The Contractor shall warrant and be responsible for Inter-operability of the
Contractor’s System with Mobitel’s existing GSM/UMTS/HSPA+/4G and It
infrastructure and any other Contractor’s or Contractor’s GSM/UMTS/HSPA+/4G
and IT infrastructure as chosen by Mobitel. If the Contractor is unable to get its
In strict commercial confidence
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System to inter-operate with the systems of Mobitel, the Contract shall be liable to be
terminated without any obligation to Mobitel.
Damage property and persons
40.1
The Contractor shall be solely responsible for all damages to property
resulting from any act, omission, neglect, fraud, or misconduct in the Contractor’s
manner or method of executing the Work, or from his non-execution of the Works, or
from defective Works or materials, or acts of his employees, subcontractors. The
Contractor shall not be released from such responsibility until all Works has been
completed and accepted. In the case of any such damage, the Contractor shall restore
the damaged property at his own expense and to a condition equal to or similar to that
existed before such damage occurred. The Contractor shall be responsible for any
injury to a third party, including death, and for any dispute with a third party arising
from the Contractor’s negligence or misconduct.
40.2
The Contractor shall indemnify Mobitel against all losses and claims for such
injuries, deaths or damages, and against all claims, demands, proceedings, damages,
costs, charges and expenses in respect of or in relation thereto.
40.3
The Contractor shall obtain an insurance cover in favour of Mobitel to
comply with provisions made under the clauses above.
Responsibilities of Mobitel
Mobitel will at its discretion give reasonable assistance for the following:
41.1
To supply when requested the Contractor with all technical information
necessary for the execution of the Service save and except if such request violates
confidentiality requirements internally and or externally.
.
Responsibilities of Bidder
42.1
General Conditions are mandatory and all the Bidders shall comply with the
General Conditions. The Bidder shall submit a letter in accordance with Clause 10.4
of this General Conditions. The Bidders shall comply with all the requirements given
in the Technical Specifications and Commercial requirements, Annexures 1,2, and 4
in this RFP and execute the contract to the satisfaction of Mobitel, according to the
implementation schedule provided by Mobitel. The successful Bidder shall be
required to enter into the standard Mobitel Contracts. This RFP and the Response
shall form part of the Contract.
42.2
The contractor shall ensure that the employees of the Contractor are suitably
qualified and trained to provide the Service in terms of the functional requirements
laid down in Annex 4 herein and shall ensure that professionalism, and proper
telephone etiquette is observed in performing the Service.
42.3
The contractor shall be responsible for the accuracy, reliability of the
information provided by its employees and shall ensure that any unethical, obscene,
defamatory, scandalous or political material/information or any other
material/information which is likely to offend the religious and racial susceptibilities
of any other community is not provided/communicated by its employees through the
Service envisaged by this RFP.
In strict commercial confidence
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42.4
The Contractor shall not at any time provide any information/ material
regarding any competitor of MOBITEL or any material/ information, which has a
conflict of interest with MOBITEL.
42.5
The Contract shall be liable for all actions and omissions of its employees
committed whilst acting in the course of their employment and shall make good any
losses and/or damages suffered by MOBITEL as a result of such actions and
omissions.
42.6
The Contractor shall be solely liable for all payments including all salaries,
remunerations, compensations and statutory dues in respect of the employees
recruited by the Contractor to provide Services in terms of this RFP. The Contractor
shall also keep Mobitel indemnified against all claims, losses, liabilities or damages
arising as a result of claims made by employees or any other third Party in respect of
such payments.
42.7
The Contractor shall ensure that any details, relating to Mobitel or its
subscribers are handled with confidentiality and are not misused and/or
misappropriated.
42.8
The Contractor shall bear all its costs, payments, license fees (from its own
revenue
42.9
The Contractor shall be accountable and held responsible for all losses and/or
damages suffered by Mobitel due to the failure of the Contractor to duly render its
services in accordance with the terms of this RFP and the contract entered into in
pursuant of the same.
42.10
The Contractor shall indemnify Mobitel (Pvt) Ltd. against any claims by or in
respect at any employee of the Contractor under the Workmen's Compensation
Ordinance or any other statutory enactments , thereof.
Oral Presentation
43.1
Mobitel, at its sole discretion, may ask the Contractor to make an oral
presentation without charge to Mobitel at Mobitel facilities.
Demonstration of Service
44.1
Mobitel, at its sole discretion, may ask the Contractor to demonstrate the
Service at Mobitel facilities without charge to Mobitel. Mobitel will allow as much as
a half day for Contractor demonstrations.
44.2
Mobitel will request the Contractor to make recommendations with regard to
the length of demonstration before the demonstration is scheduled.
Commercial Terms
45.1
The Contractor shall follow the guidelines listed below when designing the
Proposal. All the prices shall be strictly quoted in LKR. Technical Proposal shall not
carry any commercial information.
In strict commercial confidence
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45.2
The Contractor shall submit the detailed - Price Schedule
in accordance
with the Format given in Annexure 2 (Strictly follow the given format without
adding/ deleting any words or lines.
45.3
The following information /reports shall be given
45.3.1 Company profile
45.3.2 Last three years Annual report / Audited Financial Statements
45.3.3 Company organization structure (Global/Local)
45.3.4 Name, email and telephone number of the contacting Commercial responsibility
person (Global/Local)
45.4
Price Discounts and Erosion
45.4.1 The Vendor shall specify the applicable volume discounts for services..
45.4.2 Vendor shall provide a list of all the Free of Charge items, which will be provided
with the services
45.5
Reproduction of Proposal Documents
45.5.1 MOBITEL reserves the right to reproduce as many paper and electronic copies as
necessary for its own use, free of charge.
45.5.2 The Contractor shall provide to Mobitel any documents or updates of any
documents (including softcopies) that are relevant to Mobitel’s current business
processes and procedures, free of charge. The chosen Contractor shall state when
such updates are available.
RELATIONSHIP
46.1
Nothing contained herein shall be deemed or construed as creating an agency,
joint venture, partnership or other association between the parties or as constituting
one party as an agent or legal representative of any other party for any purpose
whatsoever, or as conferring any right or authority to assume or create any obligation
or responsibility, express or implied, orally or in writing, on behalf of or in the name
of any other party. Each party shall act as an independent contractor and not as an agent
of the other for any purpose whatsoever and neither shall have any authority to bind the
other. As such the Contractor shall not be considered as an agent or employee of
Mobitel for any propose, and the employees of the Contractor shall not be considered
as employees of Mobitel or be entitled to any of the benefits that Mobitel provides for
its employees. The Contractor will be solely and entirely responsible for its acts and
the acts of Contractor’s Sub Contractors, agents, employees and servants.
In strict commercial confidence
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Annexure 1-Technical Specification
2.1 Voice Requirements
2.1.1
The existing Mobitel Contact Centre System is capable of delivering the
following Services
2.1.1.1 Skill based Call routing
2.1.1.2 Automatic Call Recording
2.1.1.3 Report and service level calculations related to contact center
2.1.1.4 Live monitoring and agent intrusion
2.1.1.5 SEC Pop UP for customer call information .(CTI Window may deploy after all
the integration done with CRM)
2.1.1.6 SIP Connectivity for agent registering with IP PBX (IP level permissions and
Ports should assign accordingly)
2.2 Client PC Requirements
2.2.1
Following requirement must be satisfied by each of the client PC.
2.2.1.1 Client Software running on Windows 7 OS and Windows 8 64bit
2.2.1.2 Latest Processor with minimum 4GB RAM
2.3 Separate Connectivity should be provided for Telnet options.
2.4 Network Infrastructure Requirements
2.4.1
Metro Ethernet 20Mbps Capacity for 80 Agents, which should expandable if the
number of agents are to be increased
2.4.2
Mobitel Intranet should be extended over the Metro Ethernet
2.4.3
Interconnectivity Specification between Mobitel and Vendor
2.5 Vendor should provide all the network infrastructure facilities including the
following:
2.5.1
Twenty (20) Mbps Ethernet link between Mobitel & the supplier for Data/Voice
communication
2.5.2
Routers/Switches at the supplier ends
2.5.3
Workstation’s Data/Power facilities at the supplier end, etc.
In strict commercial confidence
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Annexure 2 - Price Format
Inbound Pre-Paid (Language Skills – English , Sinhala, Tamil)
Number of Calls per day
Price in LKR
Below 6,000
6,000 – 6,499
6,500 – 6,999
7,000 – 7,499
7,500 – 7,999
8,000 – 8,499
8,500 – 8,999
9,000 – 9,499
9,500 – 9,999
10,000 – 10,499
10,500 – 10,999
11,000 – 11,499
11,500 – 11,999
12,000 – 12,499
12,500 – 12, 999
13,000 – 13, 499
13,500 – 13, 999
14,000 – 14,499
14,500 – 14,999
In strict commercial confidence
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Mobitel (Private) Limited
15,000 and above
Inbound – Post Paid (Language Skills - English, Sinhala, Tamil)
Number of Calls per day
Price in LKR
Below 6,000
6,000 – 6,499
6,500 – 6,999
7,000 – 7,499
7,500 – 7,999
8,000 – 8,499
8,500 – 8,999
9,000 – 9,499
9,500 – 9,999
10,000 – 10,499
10,500 – 10,999
11,000 – 11,499
11,500 – 11,999
12,000 – 12,499
12,500 – 12, 999
13,000 – 13, 499
13,500 – 13, 999
14,000 – 14,499
In strict commercial confidence
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14,500 – 14,999
15,000 and above
Inbound Enterprise (Language Skills – English, Sinhala, Tamil)
Number of Calls per day
Price in LKR
Below 999
1,000 – 1,499
1,500 – 1,999
2,000 and above
Out bound Calls (Language Skills – English, Sinhala, Tamil)
Number of Calls per day
Price in LKR
Below 4,499
4,500 – 4,999
5,000 – 5,499
5,500 – 5,999
6,000 and above
Notes:
1. All charges shall be stated in LKR (Sri Lankan Rupees).
2. Validity of offer - 120 days from closing date of Proposal.
3. Credit period – 30 days
(30 days will be counted from the date that the invoice is submitted to Mobitel Payments
Section)
4. Commercial proposal should clearly indicate the prices and the applicable taxes
separately and should be signed by an Authorized Signatory of the Company with the
company seal.
5. A letter needs to be submitted stating compliance to the draft agreement in Annexure
7 along with your commercial proposal.
In strict commercial confidence
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Mobitel (Private) Limited
Annexure III- AGREEMENT ON NON-DISCLOSURE AND
RESTRICTION OF USE OF MATERIAL
THIS AGREEMENT made and entered into on this …….. day of
……………………………… Two Thousand and Fifteen (2015).
By and Between
………………………………………………., a Company incorporated under
the Companies Act, No.7 of 2007 under the Registration No. PV …….. and,
having its registered office at at ………………………………………………
(hereafter referred to as "………" which expression shall, unless repugnant to
the context or meaning thereof, be deemed to mean and include
………………………………………………………its
successors
and
permitted assigns) of the ONE PART.
1
And
MOBITEL (PRIVATE) LIMITED a Company incorporated under the
Companies Act, No.7 of 2007 under the Registration No. PV 9478 and, having
its registered office at 108, W.A.D. Ramanayake Mawatha, Colombo 02, Sri
Lanka (hereafter referred to as “Mobitel” which expression shall include,
unless explicitly excluded, MOBITEL (PRIVATE) LIMITED, its
successors-in-interest and permitted assigns) of the OTHER PART.
2
Mobitel and ………………are hereinafter jointly referred to as “Parties” and individually as
“Party”.
WHEREAS
……………………..
………………………………………………..
3
is
engaged
in
WHEREAS Mobitel is carrying on the business of providing mobile telecommunication cellular
services ;
4
5
AND WHEREAS the Parties wish to protect and preserve the confidential
and/or proprietary nature of information and materials to be disclosed or made
available by either Party (hereinafter referred to as the “Disclosing Party”) to
the other Party (hereinafter referred to as the “Receiving Party”) in
connection with exploring a business opportunity including and not limited to
certain discussions, negotiations or dealings between the Parties (“Purpose”)
in accordance with the terms and conditions set forth herein;
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY MUTUALLY
AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-
In strict commercial confidence
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1.
To facilitate discussions, meetings and the conduct of business, as may from
time to time occur, between the parties in connection with the proposed
business relationship between the two parties, it may be necessary for either
party to disclose to the other technical, customer, personnel and/or business
information in written, graphic, oral or other tangible or intangible forms,
clearly marked or labeled "Confidential" or "Proprietary" (or with a similar
legend), including, but not limited to specifications, records, data, computer
programs, drawing, know-how, notes, model reports and samples, idea,
invention (whether patentable or not), process, technique, algorithm, computer
program (source and object code), design, schematic, drawing, formula, data,
product development plan, strategy, forecast and other technical, engineering,
manufacturing, product, marketing, servicing, financial, personnel, human
resources, and other information and materials, such information may contain
proprietary, private or confidential material, or material subject to applicable
laws regarding secrecy of communications or trade secrets [hereinafter
referred to as “Confidential Information”].
2.
Each party acknowledges and agrees:
a.
That all Confidential Information acquired by the Receiving Party
from the Disclosing Party shall be and shall remain the exclusive
property of the Disclosing Party. Except as may be otherwise agreed to
in writing, no warranties of any kind, whether express or implied, are
given by Disclosing Party with respect to any Confidential Information
or any use thereof;
b.
To consider all the information exchanged between the parties as
Confidential Information unless otherwise agreed between the Parties
at the time of disclosure.
c.
That information that is disclosed orally between the Parties
should be considered by the Receiving Party as Confidential
Information.
d
e.
To receive in confidence any Confidential Information; to limit access to
such Confidential information to authorized employees on a need to know
basis of the Confidential Information in order for the Receiving Party to
participate in the matter of mutual interest described above; and not to
disclose such Confidential Information to others which includes other entities
and persons who are not full-time, regular employees of the Receiving Party ,
but exclude consultants and advisors provided that such Consultants and
advisors have signed similar confidentiality agreements with the Receiving
Party or authorize anyone else to discuss such Confidential Information to
others without the prior written approval of the Disclosing Party.
To use such Confidential Information only for the Purpose or specified by the
Disclosing Party.
In strict commercial confidence
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f.
That all the Confidential Information in written, graphic or other tangible
form furnished hereunder shall remain the property of the Disclosing
Party and shall (i) be returned to the Disclosing Party at its written
request , together with their Derivations (as defined below), including
all copies made thereof by the Receiving Party, and (ii) the Receiving
Party shall promptly erase or destroy all Confidential Information,
Derivations, and copies thereof if recorded and stored in an electronic
medium (as an example: computer discs, tapes, flash drives, etc).
Upon written request by the Disclosing Party, an officer of the
Receiving Party shall certify the following in writing: (a) the return of
all tangible records containing Confidential Information, Derivations,
and copies thereof; (b) the destruction or erasure thereof, if the
Confidential Information and/or Derivations are stored in an electronic
medium as provided above; (c) of the discontinued use and its intent
not to continue to use the Confidential Information; and (d) its
compliance with the requirements of this Section 4. Derivations are
defined as documents or records, in intangible or tangible form, or on
electronic media, describing, summarizing, reproducing, or redisclosing the Confidential Information, whether in whole or in part, or
any extracts thereof.
g.
Notwithstanding the term hereof, to treat all Confidential Information
as provided herein until such time as the Parties mutually agree in
writing that such treatment is no longer warranted; and
h
Neither disclosure of Confidential Information nor this Agreement
shall be construed as a license to make, use or sell the Confidential
Information to products derived there from.
i
Subject to Clause 3 below the release of any information,
Confidential or otherwise, should be with the prior written approval of
the Disclosing Party.
j
That the Receiving Party shall maintain all Confidential Information of
the Disclosing Party in trust and strict confidence for the sole benefit of
Disclosing Party and shall not disclose such Confidential Information
to any third party without Disclosing Party’s prior written consent.
k.
That the Receiving Party shall take all reasonable measures, but in any
event no less than the same degree of care that it uses to protect its own
confidential and proprietary information of similar nature and
importance, to protect the confidentiality and avoid the unauthorized
use, disclosure, publication, or dissemination of Disclosing Party’s
Confidential Information.
l.
That the Receiving Party shall not remove, overprint, or deface any
notice of confidentiality, copyright, trademark, logo, legend, or other
In strict commercial confidence
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notices of ownership from any originals or copies of Confidential
Information it obtains from the Disclosing Party.
3.
These obligations do not apply to Confidential Information which:
a.
As shown by reasonably documented proof, was in the Receiving
Party’s possession prior to receipt thereof from the Disclosing Party;
and
b.
As shown by reasonably documented proof, was received by the
Receiving Party in good faith from a third party not subject to a
confidential obligation to the Disclosing Party; or
c.
is or becomes publicly known through no breach of confidentiality
obligation by the Receiving Party; or
d.
Is disclosed to a third party by the Disclosing Party without a similar
nondisclosure restriction; or
e.
Is disclosed pursuant to a requirement imposed by a Government
agency or is otherwise required to be disclosed by operation of law,
except that prior to any disclosure pursuant to this sub-section, the
Receiving Party receiving the request for the information shall notify
the Disclosing Party in writing and shall give the Disclosing Party an
opportunity to participate in objecting to production of the Confidential
Information and shall cooperate fully with Disclosing Party in
protecting against any such disclosure and/or obtaining a protective
order narrowing the scope of such disclosure and/or use of the
Confidential information; or
f.
Was developed by the Receiving Party independently without having
access to any of the Confidential Information received from the
Disclosing Party.
g.
Is authorized in writing by the source to be released or is designated in
writing by the source as no longer being Confidential or proprietary.
4.
Business Relationships.
4.1
Each Party acknowledges that the other Party's employees and contractors are
valuable business assets. Each Party agrees that, during the period until the
Purpose is completed and for one (1) year thereafter, it shall not (for itself or
for any third party) divert or attempt to divert from the other Party any
employee or contractor, through solicitation or otherwise.
In strict commercial confidence
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5.
Nothing contained in this Agreement shall act to prevent any one or all of the
Parties hereto from concurrently or otherwise discussing or planning similar
projects with non-parties to this Agreement so long as the non-disclosure
aspects of this Agreement are not violated. Neither Party shall discuss or
disclose in writing or by any other means to any third party, any information
knowingly allusive to any Confidential Information.
6.
Except as provided herein, no right or license whatsoever, either expressed or
implied is granted to the Receiving Party pursuant to the Agreement under any
trade secret, know-how, patent, patent application , trademark, copyright or
other proprietary right now or hereafter owned or controlled by the Disclosing
Party or its successors or permitted assigns.
7.
It is agreed that a violation of any of the provisions of this Agreement will
cause irreparable harm and injury to the non-violating Party and that Party
shall be entitled, in addition to any other rights and remedies it may have at
law or in equity, to an injunction enjoining and restraining the violating Party
from doing or continuing to do any such act and any other violations or
anticipatory violations of this Agreement. Except in showing of willful
violation of this Agreement, neither Party shall be liable to the other, whether
in contract or in tort or otherwise, for special, indirect, incidental or
consequential damages.
8.
Neither this Agreement nor provision of Confidential Information pursuant to
it shall be construed as an agreement, commitment, promise or representation
by either Party to do business with the other or to do anything except as set out
specifically in this Agreement.
9.
This Agreement shall be construed in accordance with the laws of Sri Lanka
and be subject to the jurisdiction of the Courts of Sri Lanka.
10.
This Agreement shall be binding on agents, successors and permitted assigns
of the Parties.
11.
This Agreement is the entire agreement between the Parties with respect to
nondisclosure of Confidential Information pertaining to the matters stated
above and suspends all prior agreements and understandings with respect to
this subject. This Agreement shall not be assigned or transferred by either
Party without the prior written consent of the other Party.
12.
Unless terminated earlier by written notice without prejudice to any rights and
obligations of this Agreement, this Agreement shall remain in force for a
period of five years from “from the date of signing hereof”. Provided however
the provisions relating to’ Confidentiality’ shall survive any termination.
In strict commercial confidence
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13.
.Any doubt, dispute, controversy, and, or claim arising out of or in connection
with this agreement and any subsequent amendments thereto including without
limitation its formation, interpretation or on the rights, duties, obligations, or
liabilities of any party thereto or on the operation, breach, termination, existence
or validity thereof including non contractual claims whether during or after its
termination shall be referred to and finally determined and settled by Arbitration
by a panel of three Arbitrators in accordance with the provisions of the
Arbitration Act No. 11 of 1995.
The Arbitration will be held in Colombo Sri Lanka and will be conducted in the
English Language.
14.
MISCELLANEOUS
14.1
The waiver by either Party of a breach of or a default under any provision of
this Agreement shall not be construed as a waiver of any subsequent breach of
or default under the same or any other provision of this Agreement, nor shall
any delay or omission on the part of either Party to exercise or avail itself of
any right or remedy that it has or may have hereunder operate as a waiver of
any right or remedy. In the event that any of the provisions of this Agreement
shall be held by a court or other tribunal of competent jurisdiction be invalid
or unenforceable, the remaining portions hereof shall remain in full force and
effect, and such provision shall be enforced to the maximum extent possible so
as to effect the intent of the Parties and shall be reformed to the extent
necessary to make such provision valid and enforceable. The Parties are
independent contractors, and neither Party shall have any authority of any kind
to bind the other Party in any respect whatsoever.
IN WITNESS WHEREOF Common Seal of Mobitel and the Common Seal or
Signature of the authorized representative of ………………… are placed hereunto
and to one other of the same tenor and date as these presents on the date mentioned at
beginning hereof
The Common Seal of MOBITEL (PRIVATE)
LIMITED is affixed hereunto in the presence of
Mr. P. G. Kumarasingha, the Chairman and
Corporate Advisory Services (Private) Limited
the Secretaries to the Company
In strict commercial confidence
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Who do hereby attest the sealing hereof
6
Witnesses
Signature
Name
1.
………………………..
……………………………
2.
………………………..
……………………………
The Common Seal of
……………………………………………is affixed hereunto in the
presence of
And
who attest the
Sealing hereof
7
Witnesses:
Signature
Name
1.
………………………..
……………………………
2.
………………………..
……………………………
In strict commercial confidence
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Annexure 4 -Functional Requirements
4.1 The service provider shall be able to meet the following requirements which
will also be the service level agreement
4.1.1
Answer minimum of 6,000 Pre-paid inbound calls, 6,000 Post Paid
inbound calls, 1,000 Enterprise Inbound Calls on a 24 x 7 basis and
5,000 Outbound Calls from 8AM to 8.PM all days throughout the year. of
which
4.1.1.1 80% of the 1st level Post-paid and Pre-paid calls must be answered in
less than 30 seconds. 90% 1st Level Enterprise calls must be answered
in less than 30 seconds. 80% success rate for outbound calls.
4.1.1.2 Abandon call rate shall not exceed 3% of all the incoming calls.
4.1.1.3 The above service levels should be achieved in all three languages
namely English, Sinhala and Tamil
4.1.1.4 Agents answering inbound calls and making outbound calls should be
well conversant and fluent in the chosen language
4.1.2
Must have the capability to do upselling and cross selling of Mobitel value
added services.
4.1.3
The bidder will have to consent to support activities such as gathering
customer profiling data, carrying customer satisfaction, net promoter
surveys and any other value adding activity during a call
4.2 Integrate with the Mobitel Customer Resolution Management System to Mark
or Tag all the calls according to Mobitel Call Center Standard operating
procedures.
4.3 Integrate with the Mobitel Knowledge base System and the Mobitel Prepaid
System to Process customer queries according to Mobitel Customer Care
Standard operating procedures.
4.4 Monitor and control all quality control standards set out by the Mobitel Call
Center Call Quality Standard.
4.5 Must be able to securely connect to Mobitel Intranet and PBX services.
4.6 Must follow Mobitel Standardized operating procedures .
4.7 The Bidder should comply with the Draft Agreement annexed as to be signed
by the selected bidder and Mobitel
In strict commercial confidence
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Annexure 5-Bid Bond
BID BOND FORMAT
Gtee Ref
Date of Issue
Bene Name
Address
AT THE REQUEST OF Applicant Name & Address, WE DO HEREBY
UNDERTAKE AND AGREE UNCONDITIONALLY AND IRREVOCABLY AND
GUARANTEE TO PAY ON FIRST DEMAND WITHOUT CAVIL, ARGUMENT AND
OR ANY REQUIREMENT BY MOBITEL (PRIVATE) LIMITED TO ADDUCE
REASONS, PROOF OR CONDITION AND WITHOUT ANY OBJECTION
WHATSOEVER BY US, ALL MONEYS THAT MAY BE CLAIMED AND/OR
DEMANDED BY YOU AS Purpose of Gtee WE FURTHER UNDERTAKE THAT,
IN THE EVENT REASONS HAVE BEEN FURNISHED IN THE SAID DEMAND,
THE SAID REASONS PROVIDED THEREIN SHALL NOT BE QUESTIONED OR
DISPUTED BY US.
EVERY DEMAND HEREUNDER SHALL BE IN WRITING FOR SPECIFIC
AMOUNTS UNDER THE HAND OF THE CHIEF EXECUTIVE OFFICER OF
MOBITEL (PVT) LTD AND SHALL CERTIFY THAT THE SAID Applicant Name
HAVING BECOME LIABLE TO PAY Purpose of Gtee, FAILED TO PAY THE
SAME WHEN SO REQUESTED BY OR ON BEHALF OF THE MOBITEL (PVT) LTD
AND SHALL BE ADDRESSED TO THE MANAGER, bank and address
DELIVERED AT OUR COUNTERS AT address, AT OR BEFORE 12 NOON ON
……………… (Expiry Date being 18 months from date of issue), AND IN CASE
THE SAID Expiry date SHALL BE A BANK HOLIDAY, THEN AND OR 12 NOON
ON THE FIRST BANK NORMAL WORKING DAY THEREAFTER.
OUR MAXIMUM LIABILITY HEREUNDER SHALL NOT IN ANY EVENT EXCEED
THE SUM OF Amount in words (Amount in Figures).
EVERY PAYMENT MADE BY US THEREUNDER SHALL BE A PRO TANTO
DISCHARGE OF OUR LIABILITY THEREUNDER.
THIS GUARANTEE SHALL BECOME AUTOMATICALLY NULL AND VOID AND
CEASE TO BE OF ANY FORCE OR AVAIL IN LAW AFTER 12 NOON ON THE
SAID Expiry Date (AND IN CASE THE SAID DATE SHALL BE A BANK HOLIDAY
THEN AFTER 12 NOON ON THE FIRST BANK NORMAL WORKING DAY
THEREAFTER) AND OUR LIABILITY HEREUNDER SHALL BE COMPLETELY
EXTINGUISHED AFTER 12 NOON ON THE SAID DATE (OR AFTER 12 NOON
ON THE FIRST NORMAL WORKING DAY THEREAFTER, AS THE CASE MAY BE)
WHETHER OR NOT THE ORIGINAL OF THIS LETTER OF GUARANTEE IS
RETURNED TO US DULY DISCHARGED EXCEPT ONLY IN RESPECT OF
DEMANDS FOR SPECIFIC AMOUNTS FORMULATED AND CERTIFIED IN
MANNER AFORESAID AND DULY RECEIVED FROM YOU BY US AT OUR
In strict commercial confidence
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COUNTERS AT (address of the bank) AS AFORESAID UNDER THIS
GUARANTEE AT OR BEFORE 12 NOON ON THE SAID Expiry Date (OR AT OR
BEFORE 12 NOON ON THE FIRST BANK NORMAL WORKING DAY
THEREAFTER, AS THE CASE MAY BE).
WE AGREE THAT ANY CHANGE OR ADDITION TO OR OTHER MODIFICATION
OF THE TERMS OF ANY CONTRACT BETWEEN THE PARTIES SHALL NOT IN
ANY WAY RELEASE US FROM ANY LIABILITY UNDER THIS GUARANTEE.
THIS PERFORMANCE GUARANTEE SHALL BE GOVERNED BY THE LAWS OF
SRI LANKA
DATED AT COLOMBO ON THIS ………….DAY OF 2012.
Bank
Location
AUTHORIZED SIGNATORY
In strict commercial confidence
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Annexure 6 - Performance Bond
Mobitel (Private) Limited
108 W. A. D. Ramanayake Mawatha,
December 2012
Date of Issue: ___
Colombo 2,
Sri Lanka.
Dear Sirs,
OUR LETTER OF GUARANTEEE……………….
At the request of we issue the following Performance Bond.
At the request of............................................................................, We,
The ……………………………………………duly incorporated under the
Laws of the Sri Lanka with limited liability and having its registered
office…………………………………………………………………………..,do
hereby undertake and agree unconditionally and irrevocably and guarantee to
pay on first demand without cavil, argument and or any requirement by
Mobitel (Private) Limited to adduce reasons, proof or condition and
without any objection whatsoever by us, all moneys that may be claimed
and/or demanded by you in relation to failure to perform obligations under
PO No.:…………………………… of the Contract concerning the supply
of Remote Call Centre Services we further undertake that, in the event
reasons have been furnished in the said demand, the said reasons provided
therein shall not be questioned or disputed by us.
Every demand hereunder shall be in writing for specific amounts under the
hand of the Chief Executive Officer of Mobitel (Private) Limited and shall
certify
that
the
said.....................................................................................,
having
become liable to pay for the PO No.:_ of the Contract concerning the
supply of .failed to pay the same when so requested by or on behalf of the
Mobitel (Private) Limited and shall be addressed to the Manager Trade
Services, the ………………………………………………., at or before 12.00
noon on...................... ……Day of, and in case the said expiry date shall be
a bank holiday, then and or 12.00 noon on the first bank normal working day
thereafter.
Our maximum liability hereunder shall not in any event exceed the sum of
LKR**** (Sri Lankan Rupees ***).
In strict commercial confidence
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Every payment made by us thereunder shall be a pro tanto discharge of our
liability thereunder.
This guarantee shall become automatically null and void and cease to be of
any force or avail in law after 12.00 noon on the said expiry date ……. Day of
........................(and in case the said date shall be a bank holiday then after
12.00 noon on the first bank normal working day thereafter) and our liability
hereunder shall be completely extinguished after 12.00 noon on the said date
(or after 12.00 noon on the first normal working day thereafter, as the case
may be) whether or not the original of this Letter of Guarantee is returned to
us duly discharged except only in respect of demands for specific amounts
formulated and certified in manner aforesaid and duly received from you by
us at our counters at the ……………………………………………………. as
aforesaid under this guarantee at or before 12 noon on the ……… Day
of ………………………. (or at or before 12.00 noon on the first bank normal
working day thereafter, as the case may be).
We agree that any change or addition to or other modification of the terms of
any contract between the parties shall not in any way release us from any
liability under this guarantee.
This Performance Guarantee shall be governed and construed in all respects
in accordance with the laws the Republic Of Sri Lanka.
Your faithfully,
FOR THE ……………………………………….
DATED AT COLOMBOON THIS ………….DAY OF 2013.
AUTHORIZED SIGNATORY
In strict commercial confidence
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ANNEXURE 7
-DRAFT AGREEMENT
THIS AGREEMENT is made and entered into on this ………………….day
of……………… Two Thousand and Fifteen (2015)
BY AND BETWEEN:-
MOBITEL (PVT) LIMITED, a company duly incorporated and existing under
the company laws of Sri Lanka and having its Registered Office at No. 108 W.
A. D Ramanayake Mawatha, Colombo 02, Sri Lanka [hereinafter referred to as
“MOBITEL”] of the ONE PART
AND
………………………………………………..a company duly incorporated and existing
under the company laws of Sri Lanka and having its Registered Office
at………………………………………………………….., Sri Lanka [hereinafter referred to as
“Contractor. ”] of the OTHER PART
WHEREASMOBITEL is a company engaged, inter alia, in the business of selling
and supplying mobile telecommunication and related products and services.
AND WHEREAS CONTRACTOR is a company engaged, inter alia, in the
business of providing contact centre services and solutions.
AND WHEREAS MOBITEL has agreed to appoint CONTRACTOR to operate and
manage the Call Centre in Sri Lanka and to provide inter alia the Services to
Customers of MOBITEL on the following terms and conditions.
AND WHEREAS the Parties are desirous of entering into this Agreement to
set out their respective rights and obligations as contained herein.
In strict commercial confidence
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NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND
BETWEEN THE PARTIES HERETO AS FOLLOWS:
1.
DEFINITIONS INTERPRETATIONS AND DOCUMENTATION
1.1. DEFINITIONS
In this Agreement unless otherwise stated, the following terms shall have
following meanings assigned thereto:(i)
“Mobile Telecommunication Products” shall mean and include without
limitation voice, data and related value added services and other products
provided by MOBITEL for valuable consideration or otherwise to Customers;
(ii)
“Call Centre” shall mean the facility provided by CONTRACTOR at
……………………………………………………………………….Sri Lanka responsible for
responding and providing for Customers of MOBITEL during the Term of this
Agreement;
(iii)
“CSR” shall mean a customer service representative/agent provided by
CONTRACTOR to carry out the Services exclusively for MOBITEL;
(iv)
“Calls” shall mean calls pertaining Inbound Customer Services, Inbound
Telemarketing Services and Outbound Calls as and when required performed
by CSR’s for and on behalf of MOBITEL;
(v)
“Customers” shall mean past, present and prospective customers/clients who
purchase Mobile Telecommunication Products of MOBITEL for valuable
consideration or otherwise;
(vi)
“Telephone Services” shall collectively mean and include Calls and such other
services provided by CONTRACTOR morefully described in Clause 4 of this
Agreement;
(vii)
“Working Hours” shall mean the hours by day of week CONTRACTOR is
expected to operate the call centre;
In strict commercial confidence
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(viii)
“Business Day” shall mean a day in which banks are open for business in
Colombo, Sri Lanka and shall exclude all Saturdays, Sundays, bank, public and
mercantile holidays in Sri Lanka;
(ix)
“Dedicated Telephone Numbers” shall mean the telephone number
0712755777 and 1717 owned by MOBITEL;
(x)
“Facilities” shall mean and include those facilities provided by CONTRACTOR
at its own cost and expense under and in terms of Clauses 4 below to carry
out the Services as contemplated in herein;
(xi)
“FAQ's” shall mean frequently asked questions;
(xii)
“Inbound Customer Services” shall mean inbound telephone support services
performed by CSR’s exclusively for and on behalf of MOBITEL and morefully
described in Clause 4.3. (i) of this Agreement;
(xiii)
“Maximum Abandon Rate” shall mean the maximum amount of Call(s)
abandoned and/or unanswered each month which shall not exceed (three
per centum) 3% of the total amount of Calls for such month.
(xiv)
“Modes of Communication” shall mean and include without limitation the
following communication facilities and tools:a)
Dedicated Telephone Numbers;0712755777 and 1717
b)
or such other mode of communication which may be introduced by
MOBITEL in the future with due notice and mutual agreement by
parties to CONTRACTOR;
(xv)
“Telephone System” shall mean the systems provided by MOBITEL that
enables automatic call distribution, interactive voice menus, call queuing, call
recording and other call centre features required to perform the operation.
(xvi)
“Outbound Support and Telemarketing Services” shall mean outbound
support and marketing services and calls performed by CSR’s exclusively for
and on behalf of MOBITEL and morefully described in Clause 4.3. (iii) of this
Agreement;
(xvii)
“Parties” shall collectively refer to MOBITEL and CONTRACTOR and shall
individually be referred to as the “Party”;
(xviii) “Systems” shall initially mean MOBITEL’s Intelligent Network (IN)
computerized system and others computer systems that maybe introduced
by MOBITEL;
In strict commercial confidence
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(xix)
“Payment” shall mean the amounts payable each month by MOBITEL to
CONTRACTOR under and in terms of Clause 7.1. of this Agreement;
(xx)
“Reports” shall mean the reports to be provided by CONTRACTOR to
MOBITEL without delay and within the stipulated timescales under and in
terms of Clause 4.14. of this Agreement;
(xxi)
“Rs” shall mean the lawful currency of Sri Lanka a currency in which any
and/or all payments under this Agreement may be made;
(xxii)
“Sri Lanka” shall mean the Democratic Socialist Republic of Sri Lanka;
(xxiii) “This Agreement” shall mean this written agreement and any attachment,
appendix and/or schedule attached hereto.
(xxiv) “Term” shall mean the period of this Agreement as stipulated in Clause 3.1.
below;
1.2 INTERPRETATION
In this Agreement, unless the context otherwise requires:
(i)
The captions, recitals, headings, underlined text and section numbers
appearing in this Agreement are inserted only as a matter of convenience. They
do not define, limit, construe or describe the scope or intent of the provisions
of this Agreement
(ii)
Words importing the singular include the plural and vice versa; and words
importing a gender include any gender;
(iii)
An expression importing a natural person includes any corporation or other
body corporate, partnership, association, public authority, two or more
persons having a joint or common interest, or any other legal or commercial
entity or undertaking;
(iv)
A reference to any Party includes that Party’s successors in business and
permitted assigns;
In strict commercial confidence
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(v)
A warranty, representation, covenant or agreement on the part of two or more
persons binds them jointly and severally;
(vi)
Reference to any statute or statutory provision includes a reference to that
statute or statutory provision as from time to time amended, extended or reenacted and includes all by-laws, instruments, orders rules and regulations
made thereunder;
(vii)
Any schedule, attachment, annexure and appendix attached or affixed hereto
form part and parcel of this Agreement;
(viii)
In this Agreement reference to a “day” shall mean a period of twenty four
hours; “month” shall mean a calendar month “year” shall mean a period of 365
consecutive days;
(ix)
Any agreement, notice, consent, approval, disclosure or communication under
or pursuant to this Agreement must be in writing and in the English Language;
(x)
If MOBITEL amend Annex 2 which results in increase in call handling time or
significant skill upgrade of the Agent, such amendments should be undertaken
by the CONTRACTOR
1.3
DOCUMENTATION
The Agreement shall consist of the following documents, as amended from time to time as
provided herein,
a. This Agreement document
b. The Annexes: 1,2,3,4
c. Such documents as are incorporated by reference.
In strict commercial confidence
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These Agreement documents a), b) c)and d) shall prevail among themselves according
to the order in which they are listed above.
2.
PRINCIPLE
2.1. MOBITEL hereby appoints CONTRACTOR and CONTRACTOR hereby agrees to
operate and manage a Call Centre for and on behalf of MOBITEL to provide
uninterrupted twenty four (24) hour Services on the terms and conditions set
forth herein during the entire Term for and in consideration of the Payments to
be made by MOBITEL specified hereunder and in further consideration of the
due observance and performance of the mutual covenants, terms and
conditions contained herein.
3. TERM
3.1. This Agreement shall be valid for a period of ………………….years commencing
from ……………………………..2015 and ending on ……………………………………. unless
otherwise terminated in accordance with the provisions of this Agreement.
3.2. Prior to the expiration of the Term the Parties hereto agree to renew this
Agreement for a further period on terms and conditions mutually acceptable to
each other.
4. DUTIES AND OBLIGATIONS OF CONTRACTOR
4.1.
CONTRACTOR shall provide Call Centre Services as contemplated in this
Agreement for the full range of Mobile Telecommunication Products of
MOBITEL as morefully stipulated in Annex ………………….herein which may be
amended from time to time.
4.2. The Call Centre maintained and operated by CONTRACTOR shall provide
uninterrupted Services on behalf of MOBITEL to MOBITEL Customers and shall
be open and operated 24 hours a day, 365 days a year during the Term of this
In strict commercial confidence
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Agreement. However, this shall exclude the facilities under the control of
MOBITEL.
4.3. Subject to the terms and conditions of this Agreement, MOBITEL hereby
appoints CONTRACTOR to operate and manage the Call Centre and to provide
services through and via the Modes of Communication to Customers of
MOBITEL during the Term of this Agreement and CONTRACTOR hereby accepts
such engagement:(i)
CONTRACTOR shall provide inbound telephone support for MOBITEL’s
Customers which shall include without limitation accepting calls, queries
handling of activation, balance inquiries, payment advice, top-ups,
outlets, device support and answer general questions in relation to
Mobile Telecommunication Products of MOBITEL(collectively referred to
as “Telephone Services”) as morefully stipulated in Annex
………………..which may be amended from time to time.
(ii)
During the Term of this Agreement, CONTRACTOR shall on the request
and instructions of MOBITEL provide Outbound customer support and
telemarketing services to Customers of MOBITEL which shall include inter
alia informing Customers of any promotions, new products or services or
merely upsell existing products and services inform other MOBITEL offices
both locally and internationally of such changes (collectively referred to
as “Outbound Support and Telemarketing Services”)as morefully
stipulated in Annex ……………which may be amended from time to time .
4.4.
CONTRACTOR must meet the following service level requirements (also
referred to as KPI) which will also be referred as the service level agreement
4.4.1. Answer minimum of …………………(calls) in bound calls all days
throughout the year (and ……………….per Month) of which
4.4.1.1.
80% of the calls must be answered in less than 30 seconds and
95% of the calls to be answered within 90 seconds.
4.4.1.2.
Abandon call rate shall not exceed 3% of all the incoming calls.
4.4.1.3.
Calls that are abandoned within 10 seconds will be considered
as dropped calls therefore will not be part of the abandon call
rate.
The calls answered if deemed required must be handled for more than 3
minutes However the average call holding time is considered as 3 minutes.
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4.4.1.4.
The number of repeated calls shall not exceed five (5) per number
per day and in the event if the number of repeated calls exceed five
(5) per number per day, MOBITEL shall charge a penalty from the
CONTRACTOR as provided under clause 4.7 below
4.4.1.5.
The number of repeated calls per day shall not exceed five percent
(5%) of the total call volume answered by CONTRACTOT per day and
in the event if the number of repeated calls exceed five percent (5%)
of the total call volume answered by CONTRACTOR MOBITEL shall
charge a penalty from CONTRACTOR as provided under clause 4.7
below
4.4.1.6.
number of fatal calls per day shall not exceed five percent (5%) of the
total call volume monitored per day and in the event if the number of
fatal calls exceed five percent (5%) of the total call monitored,
MOBITEL shall charge a penalty from CONTRACTOR as provided under
clause 4.7 below.
4.5. The service levels are observed on a monthly basis and provided totals calls
presented for the particular month is within maximum +5% of the forecasted call
volumes/slab for that particular month.
4.6. MOBITEL shall be entitled to charge following penalties for the failure of KPIs
by CONTRACTOR. However penalties shall not be charged during the grace period of
first four months of operations.
4.6.1.
the failure of each of the following KPIs, MOBITEL shall charge a Ten
Percent (10%) penalty of the daily equivalent of the monthly fee.
a)
failure of abandon rate ( applicable rate 10% of the daily equivalent
of the monthly fee).
b)
failure of under 30 sec target ( applicable rate 10% of the daily
equivalent of the monthly fee).
c)
failure to comply with the Repeat calls requirement as provided
under clause 4.4.1.5 above, ( applicable rate 10% of the daily
equivalent of the monthly fee).
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d)
failure to comply with the Repeat daily call volume requirement
as provided under clause 4.4.1.6 above, ( applicable rate 10% of
the daily equivalent of the monthly fee).
e)
failure to comply with the fatal calls requirement as provided
under clause 4.4.1.7 above, ( applicable rate 10% of the daily
equivalent of the monthly fee).
f)
failure to comply with the Monthly evaluation score
requirement as provided under clause 4.40 above, ( applicable
rate 10% of the daily equivalent of the monthly fee).
For avoidance of doubt the following example shall be
followed. If Monthly fee is = Rs30,000/= Then Daily equivalent =
Rs.1000/=






g)
Penalty for Failure of each KPI = Rs.100/=
Penalty for failure of 2 KPI = Rs.200/=
Penalty for failure of 3 KPI = Rs.300/=
Penalty for failure of 4 KPI = Rs.400/=
Penalty for failure of 5 KPI = Rs.500/=
Penalty for failure of 6 KPI = Rs.600/=
Notwithstanding clauses under 4.6.1 (a) to (f) , the total
penalties deducted in any given month shall not exceed 30%
of the monthly fees payable to CONTRACTOR.
4.7. CONTRACTOR shall compensate Mobitel in respect of errors and mistakes done
by CSRs in providing the services relating to Paid Services of Mobitel and shall
reimburse any costs incurred by Mobitel relating to such errors/mistakes,
which shall be set off against the payments payable to CONTRACTOR by
Mobitel
4.8. If there is a total failure of service by CONTRACTOR then MOBITEL shall be
entitled to impose the prorated daily fee as a penalty for the days in which
there was a total failure of service.
4.9. If CONTRACTOR is not prepared to accept the agreed call volumes, Mobitel
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shall not be under any obligation to make the minimum payment applicable.
Accordingly Mobitel shall be obliged to pay only for the actual number of calls
handled by CONTRACTOR.
4.10. CONTRACTOR shall at its own cost and expense provide and maintain the Call
Centre or other suitable business premises/office to provide Services for and
on behalf of MOBITEL.
4.11. CONTRACTOR shall at its own cost and expense provide inter alia such Facilities
as
seating facility (computers, desks, tables, partitioning, chairs) to
accommodate MOBITEL’s current and future requirements, high availability IT
and power infrastructure, training facility and logistics support to provide
efficient and uninterrupted Services
4.12. CONTRACTOR shall provide appropriate managerial, supervisory support,
training and quality assurance, technology, reports and other services required
for launch, integration with MOBITEL systems. Further CONTRACTOR shall be
responsible for general day-to-day operating supplies for the performance of
its Services, including ordinary and routine office supplies. CONTRACTOR shall
implement its generic call center-related processes and procedures necessary
to provide the Services at the Call Centre; provide security at its facilities and
disaster recovery mitigation and escalation in accordance with its standard
policies and procedures. Parties shall mutually agree in writing the provision
and manner in which remote live observations on all CSR’s shall be effectuate
4.13. During the entire Term of this Agreement CONTRACTOR shall at its own cost
and expense employ sufficient number of CSR’s as may be agreed between
Parties from time to time, to provide uninterrupted Services twenty-four (24)
hour a day 365 days of the year for MOBITEL. All CSR’s employed by
CONTRACTOR shall be fluent in Sinhala, English and Tamil Languages, efficient
and competent to provide the Services at the Call Centre as contemplated
herein.
4.14. The Key Performance Indicators of the CSRs shall be as follows;
Monthly evaluation Score
90%
Quality Monitoring – Transaction 95%
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monitoring score
Call tagging
90%
Customer Satisfaction Score (C-SAT 90%
Score)
4.15. CONTRACTOR hereby agrees to increase the number of CSR’s within thirty (30)
days of receipt of written notice from MOBITEL.
4.16. CONTRACTOR shall during the entire Term of this Agreement provide without
delay and within the stipulated timescales the following reports, statistics, data
and information to MOBITEL:
(a)
Using the reporting module provided by MOBITEL’s Telephone System
provide on a daily basis of any and all information required by MOBITEL
with regards to call and CSR performance;
(b)
Such other and further information, statistics, data and reports as may be
reasonably required by MOBITEL within the stipulated timescales in
relation to the Services provided under this Agreement;
4.17. CONTRACTOR agrees that in the event a CSR is unable to resolve a support
incident during an inbound and/or outbound Call, the CSR will make all
reasonable efforts to contact the Customer as soon as possible either via
telephone with a solution.
4.18. CONTRACTOR shall recruit, screen, hire and train competent personnel as
dedicated CSRs who shall be responsible to answer, handle and process
customer service interactions utilizing MOBITEL’s customer information
systems and such other tasks as the Parties shall mutually determine. During
the Term of this Agreement CONTRACTOR shall be solely responsible for the
payment of salaries, wages, allowances, statutory liabilities and/or other
payments including all remuneration and other compensation (including taxes,
incentives, bonus, and benefits) for all such CSRs in respect of the Call Centre.
Persons employed by CONTRACTOR will be under the complete and exclusive
direction and control of CONTRACTOR and will not be considered employees
or CSRs of MOBITEL for any purpose. CONTRACTOR, on its own, or in
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consultation with MOBITEL, shall create the job descriptions and hiring criteria
(which may include background checks as may be mutually agreed) for such
personnel. Based on such descriptions and criteria, CONTRACTOR shall share
with Mobitel the final selection list of the CRS. Mobitel shall together with the
CONTRACTOR complete the final selection of all staff to be recruited as CSR’s
The CONTRACTOR shall have the responsibility and authority for any and all
selection, hiring, management, coaching, evaluation, discipline, promotion and
termination of its employees. CONTRACTOR has the sole right to provide direct
management and supervision to its personnel on-site at any time. If MOBITEL
has a complaint or concern regarding any of CONTRACTOR employees, it will
promptly notify the appropriate Project Manager, Program Director or the
equivalent, in writing by identifying the employee and giving a detailed
description of the nature of the complaint or concern. Thereafter, within five
(5) Business Days after such notice, CONTRACTOR will make itself available to
review and discuss the matter (including MOBITEL's concerns), with MOBITEL,
and CONTRACTOR will thereafter promptly review the employee's actions,
record and performance and handle the matter in accordance with
employment laws and CONTRACTOR’s generally applicable employment
policies and procedures.
4.19. CONTRACTOR shall not assign CSR’s to provide Services hereunder unless they
have received adequate training as approved by MOBITEL and shall use any or
all training material provided by MOBITEL for training and support purposes for
the Services only.
4.20. CONTRACTOR shall at all times during the Term of this Agreement effect and
maintain at its own cost and expense appropriate insurance cover for
office/premises, workmen/employees and/or liability cover required for a
business of like kind against all reasonably foreseeable risks and perils which
would in the ordinary circumstances be required to be insured including but
not limited to loss, theft, injury or death to any person and damage.
4.21. CONTRACTOR shall use the System of MOBITEL for providing support for
Customers.
4.22. CONTRACTOR shall assume and be responsible for all costs and expenses
relating the Internet and connectivity between MOBITEL designated
offices/contact centers and CONTRACTOR premises for transferring calls.
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4.23. CONTRACTOR recognizes MOBITEL as the owner and proprietor of the
Dedicated Telephone Numbers and any Facilities assigned to CONTRACTOR by
MOBITEL and in the event of the Termination or sooner determination of this
Agreement, CONTRACTOR shall promptly transfer, return and handover the
said Dedicated Telephone Numbers, and any Facilities and equipment at its
own costs and expense to MOBITEL.
4.24. The Divisional head of the MOBITEL Call Center or a person appointed by
him/her will be the single point of contact for Contractor concerning, but not
limited to MOBITEL Call Center documentation, clarifications, call quality
standards, Standard operational procedures, training, and special operational
instructions.
4.25. CONTRACTOR shall provide such other and further services, facilities and
personnel as may be reasonably required to provide uninterrupted and
efficient Services and for the proper and effective discharge of its
responsibilities under this Agreement.
4.26. CONTRACTOR shall not subcontract the Services to any third party without the
prior written consent of MOBITEL.. The decision of MOBITEL shall be final and
binding with regard to approval and will not be subject to dispute resolution as
set out in this Agreement. It is clarified that should MOBITEL permit
CONTRACTOR to subcontract the Services, the Service Provider will always
remain responsible and liable for complying with the terms of this Agreement
including the obligations the herein under.
4.27. Customer satisfaction will be measured by the Customer Transaction
Monitoring (“CTM”) and or by the Customer Satisfaction Survey (“CSS”). CSS
means feedback taken from the customer online based on the last transaction
/ interaction he / she had with the call center. MOBITEL or a third Party
appointed by MOBITEL will do this. MOBITEL intends to move this assessment
to CSS in which feedback from customer would be taken based on his
relationship with MOBITEL. Service Provider shall comply with the
requirements of CTM and CSS.
4.28. MOBITEL has a comprehensive quality assurance process to monitor call centre
performance on a monthly basis as morefully stipulated in Annex……………….
which may be amended from time to time.
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4.29. CONTRACTOR will ensure that Call Quality follows pre-defined specification as
stipulated in Annex………………. of handling a call and the score is reflective of
adherence to internal quality norms. While CONTRACTOR will have to set up its
own internal quality audit mechanism as per MOBITEL guidelines, MOBITEL
may also get the call quality monitored through a third party.
4.30. In regard to Call Monitoring
4.30.1. CONTRACTOR will ensure at least 20n calls /agent/ month are monitored.
This parameter is subject to change from time to time.
4.30.2. CONTRACTOR shall prepare a stack ranking of CSRs and team leaders and
share with MOBITEL.
4.30.3. The Bottom 25% Performers will be identified each week along with the
specific areas, which require improvement for each CSR. A minimum of 1
hour of coaching/counseling should be conducted with each CSR within
one week of identification.
4.30.4. The coaching/counseling provided would include but not be limited to,
side-by-side and silent monitoring, training material handouts, agent selfevaluation (recorded chats) and one-on-one discussions in an attempt to
improve the specific areas of weakness identified by the quality scores.
4.30.5. A performance improvement process shall be used by CONTRACTOR to
address the repeat offenders.
4.31. In regard to Call Recording (Voice) ,all call recordings for Inbound will be done
and controlled by MOBITEL, and that for Outbound will be done and
controlled by CONTRACTOR.
4.32. CONTRACTOR shall at its’ cost have a comprehensive redundancy path and
system, to ensure complete redundancy, inclusive and without limitation to
the links and call handling system whenever the need arises.
4.33. CONTRACTOR at its costs shall have the capability to do upselling and cross
selling of MOBITEL value added services.
4.34. CONTRACTOR will utilize the MOBITEL Customer Resolution Management
System to Mark or Tag all the calls according to MOBITEL Call Center
Standard operating procedures.
4.35. CONTRACTOR will utilize the MOBITEL Knowledge base System and the MOBITEL
Prepaid System to Process customer queries according to MOBITEL Customer Care
Standard operating procedures as morefully stipulated in Annex……………… which
may be amended from time to time.
4.36. CONTRACTOR at its costs will securely connect to MOBITEL Intranet and PBX
services.
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4.37. CONTRACTOR at all times will adhere to MOBITEL Standardized operating
procedures as morefully stipulated in Annex……………… which may be amended from
time to time.
4.38. CONTRACTOR at costs will make provision to integrate if deemed required
into MOBITEL Customer Relationship Management system and its related sub
systems.
4.39. CONTRACTOR shall ensure that CSRs are provided with in-depth class room
style and side-by-side on the job training on Mobitel’s products and services.
The class room style training shall be for a minimum period of one week
followed by side-by-side training for a further minimum period of one week
until the CSRs are duly trained and competent in answering the calls.
4.40. The monthly evaluations on the product knowledge of the CSRs shall be
conducted by the Quality monitoring team of Mobitel. For the avoidance of
doubt, it shall be mandatory that ALL CSRs take part in the monthly
evaluations conducted by Mobitel.
4.41. CONTRACTOR shall ensure that at the Monthly evaluation conducted by the
Quality monitoring team, more than Ninety percent (90%) of the CSRs shall
obtain a Monthly evaluation Score exceeding Ninety (90%) and the CSRs who
fail to secure the said Score shall be required to be sent for retraining. In the
event if CONTRACTOR fail to comply with the above requirement, MOBITEL
shall charge a penalty from CONTRACTOR as provided under clause 4.6.1 .
4.42. CONTRACTOR shall ensure that the CSRs with the required prescribed skills
for each Call types are assigned at all timed on 24hours X 7 days per week for
providing the Telephone Services under this Agreement.
4.43. CONTRACTOR shall at all times during the Term of this Agreement effect and
maintain at its own cost and expense appropriate insurance cover for
workmen/employees and/or liability cover required for a business of like kind
against all reasonably foreseeable risks and perils which would in the
ordinary circumstances be required to be insured including but not limited to
loss, theft, injury or death to any person and damage.
In strict commercial confidence
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4.44. CONTRACTOR shall use the System of MOBITEL for providing support for
Customers.
4.45. CONTRACTOT shall ensure that the CSRs use the Telephone System and the
Systems exclusively used for Customers Services and the said Systems shall
not be misused or abused for the personal benefits of the friends and family
of the CSRs. CONTRACTOR shall ensure that its CSRs are strictly prohibited
from changing the said Systems for personal benefits and advantages without
prior approval from an authorized officer of Mobitel.
4.46. CONTRACTOR shall ensure that the CSRs use the facilities provided
exclusively for the business purposes and shall strictly refrain from abusing,
misusing or using them for illegal, unlawful, malicious and vindictive
purposes.
4.47. CONTRATOR recognizes MOBITEL as the owner and proprietor of the
Dedicated Telephone Numbers and any Facilities assigned to CONTRACTOR
by MOBITEL and in the event of the Termination or sooner determination of
this Agreement, CONTRACTOR shall promptly transfer, return and handover
the said Dedicated Telephone Numbers, and any Facilities and equipment at
its own costs and expense to MOBITEL.
4.48. The Divisional head of the MOBITEL Call Center or a person appointed by
him/her will be the single point of contact for CONTRACTOR concerning, but
not limited to MOBITEL Call Center documentation, clarifications, call quality
standards, Standard operational procedures, training, and special operational
instructions.
5. DUTIES AND OBLIGATIONS OF MOBITEL
5.1. MOBITEL shall at its cost and expense provide uninterrupted usage of its
Telephone System with all the required features CONTRACTOR from its Call
Centre Facility and shall be responsible for the payment of charges in respect of
all calls.
5.2. MOBITEL shall at its cost and expense provide to CONTRACTOR uninterrupted
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access and usage of its IN, billing, CRM and any other systems that maybe
required to perform the duties stipulated in this agreement.
5.3. In the event of variation or change of Mobile Telecommunication Products or
addition or launch of new Mobile Telecommunication Products or make any
changes to any annexes, MOBITEL shall provide CONTRACTOR reasonable
notice and information of such variation, change, addition or launch but no
later than twenty (24) hours prior to such variation, change, addition or
launch.
5.4. MOBITEL shall at its cost and expense provide CSR’s training on MOBITEL’s
Mobile Telecommunication Products and Systems. CONTRACTOR will provide
training facilities at CONTRACTOR’s own premises free of charge.
5.5. In the event MOBITEL desires to introduce a new Mode of Communication to
carry out the Services by CONTRACTOR as contemplated herein MOBITEL shall
give CONTRACTOR Fifteen (15) days prior written notice and if necessary
provide training to the CSR’s to operate same.
5.6. MOBITEL will allow CONTRACTOR to access its Systems by assigning a unique
password. Software will be exclusively owned and/or licensed by MOBITEL and
MOBITEL shall hereby grants to Contractor a limited, non-transferable,
revocable, non-exclusive license, to use MOBITEL Software for the sole purpose
of providing Services under this Agreement. Upon termination/expiry of this
Agreement, such license, sublicense, and/or ability to use MOBITEL Software
shall stand cancelled and withdrawn forthwith. Contractor shall comply with
all licenses, requirements, rules and policies provided by MOBITEL to
Contractor with respect to MOBITEL Software, and MOBITEL shall have the
right to ensure compliance of the same and take steps to protect the security
and ownership of the MOBITEL Software. Contractor shall not have the right to
modify the MOBITEL Software in any manner whatsoever or make
improvements except with the prior written consent MOBITEL.
6. MUTUAL RIGHTS AND OBLIGATIONS OF THE PARTIES
6.1. CONTRACTOR acknowledges that MOBITEL is the owner and/or proprietor of
the intellectual property rights, Dedicated Telephone Numbers, Systems,
Telephone and Systems assigned to CONTRACTOR for the provision of Services
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and CONTRACTOR agrees to abide by all the terms and conditions of use of
such intellectual property and Facilities.
6.2. Both Parties hereto recognize that there may be instances where CONTRACTOR
may not be able to resolve a Customer call, contact or query without
MOBITEL’s assistance. Promptly following the execution of this Agreement or
on occurrence of such an event, both Parties will mutually agree to a procedure
to resolve support problems that require MOBITEL’s technical personnel
and/or third Party intervention. MOBITEL agrees to provide necessary and
timely resources to CONTRACTOR to resolve such support problems in a timely
manner.
6.3. MOBITEL shall have the right to review and approve the level of proficiency to
which the CSR’s are to be trained by CONTRACTOR to facilitate the
performance of quality Services, which approval shall not be unreasonably
withheld.
6.4. Both Parties agree to collaborate to prepare a list of FAQs and responses
thereto in respect of the Products of MOBITEL.
7. PAYMENTS
7.1. MOBITEL shall pay to CONTRACTOR the following amounts each month:-
(i)
MOBITEL to provide quarterly forecasts on the expected calls per month
and CONTRACTOR will increase the CSR’s within 30 days from written
notice request to handle the forecasted call volumes;
In strict commercial confidence
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Inbound Pre-Paid (Language Skills – English , Sinhala, Tamil)
Number of Calls per day
Price in LKR
Below 6,000
6,000 – 6,499
6,500 – 6,999
7,000 – 7,499
7,500 – 7,999
8,000 – 8,499
8,500 – 8,999
9,000 – 9,499
9,500 – 9,999
10,000 – 10,499
10,500 – 10,999
11,000 – 11,499
11,500 – 11,999
12,000 – 12,499
12,500 – 12, 999
13,000 – 13, 499
13,500 – 13, 999
14,000 – 14,499
14,500 – 14,999
In strict commercial confidence
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15,000 and above
Inbound – Post Paid (Language Skills - English, Sinhala, Tamil)
Number of Calls per day
Price in LKR
Below 6,000
6,000 – 6,499
6,500 – 6,999
7,000 – 7,499
7,500 – 7,999
8,000 – 8,499
8,500 – 8,999
9,000 – 9,499
9,500 – 9,999
10,000 – 10,499
10,500 – 10,999
11,000 – 11,499
11,500 – 11,999
12,000 – 12,499
12,500 – 12, 999
13,000 – 13, 499
13,500 – 13, 999
14,000 – 14,499
In strict commercial confidence
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14,500 – 14,999
15,000 and above
Inbound Enterprise (Language Skills – English, Sinhala, Tamil)
Number of Calls per day
Price in LKR
Below 999
1,000 – 1,499
1,500 – 1,999
2,000 and above
Out bound Calls (Language Skills – English, Sinhala, Tamil)
Number of Calls per day
Price in LKR
Below 4,499
4,500 – 4,999
5,000 – 5,499
5,500 – 5,999
6,000 and above
In strict commercial confidence
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*The Monthly Fee is fixed based on the forecasted volume/slab as
CONTRACTOR will be resourcing the CSR’s based on the forecast.
**all calls above the forecasted call volume/slabs will be charged at the
stipulated excess call rate for such forecasted slab. CONTRACTOR will
endeavour to handle up to +5% of calls with the resource. Any calls
presented above the 5% will have a direct impact on the service levels
and shall not affect the KPI targets given in clause 4.6
7.2. CONTRACTOR shall invoice MOBITEL on the 10th day of each month for the
previous month’s Call Volume and MOBITEL shall settle same within thirty (30)
Business Days after receipt of the relevant invoice.
7.3. The Monthly Fees and Excess Call charges are excluding Government taxes and
levies and will be charged at the prevailing rate at the time of invoice.
7.4. CONTRACTOR should be registered for VAT and shall submit to MOBITEL
complete and sequentially numbered invoices stating the VAT numbers of both
parties and showing the component of VAT separately and MOBITEL shall pay
such total tax invoices. If MOBITEL has RIP status (Registered Identified
Purchaser) the SVAT system shall apply. However personal income tax and
corporate income tax of CONTRACTOR and CONTRACTOR’s employees or his
subcontractors payable whether in Sri Lanka or outside Sri Lanka shall not be
borne by MOBITEL.
7.5. If there is any withholding tax to be deducted from payments, Mobitel shall
deduct such withholding tax and make such payments to the respective tax
authority and provide the WHT Certificate to CONTRACTOR
8. EXCLUSIVITY
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8.1. CONTRACTOR shall ensure that all Modes of Communication, Facilities and
CSR’s shall be for the exclusive use and to provide dedicated Services to
Customers of MOBITEL. CONTRACTOR further undertakes that there shall be no
co-mingling of client activity handled by CONTRACTOR other than the activities
of MOBITEL’s Customers.
9.
WARRANTIES AND REPRESENTATIONS
9.1. CONTRACTOR warrants and represents to MOBITEL as follows:(i)
That it is a company with limited liability duly incorporated and re-registered under
the laws of Sri Lanka and has the corporate power and authority to carry on its
business as it is being conducted.
(ii)
That it has the corporate power to enter into and perform all the terms,
conditions, obligations and covenants contained in this Agreement to
which it is a Party and upon execution of same by MOBITEL such terms,
conditions, obligations and covenants shall become valid, legally binding
and enforceable.
(iii)
That it shall perform the Services diligently in a professional manner and
in accordance with generally accepted standards in the industry.
(iv)
That the Services contemplated herein comply with all the laws and
regulations of Sri Lanka and that the supply and use of the Services does
not constitute a breach of any law or regulation and that CONTRACTOR
has at its own cost and expense obtained due approvals, licenses, permits,
consents or authority for the performance of the Services.
(v)
CONTRACTOR undertakes to indemnify and hold harmless MOBITEL
during the continuation of this Agreement and/or termination thereof
against any, cost, action, claim, demand, loss or damages occasioned to the
MOBITEL as a result of a breach of this Clause.
9.2. MOBITEL warrants and represents to CONTRACTOR as follows:(i)
That it is a company with limited liability duly incorporated and re-registered under
the laws of Sri Lanka and has the corporate power and authority to carry on its
business as it is being conducted.
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(ii)
10.
That it has the corporate power to enter into and perform all the terms,
conditions, obligations and covenants contained in this Agreement to
which it is a Party and upon execution of same by CONTRACTOR such
terms, conditions, obligations and covenants shall become valid, legally
binding and enforceable.
EVENTS OF DEFAULT
10.1. Each of the following shall constitute an Event of Default:-
(i)
Failure and/or refusal to provide the Services contemplated herein within
the stipulated time frames;
(ii)
Failure and/or refusal to increase the number of CSR’s as contemplated
herein;
(iii) Failure and/or refusal to effect and maintain suitable insurance as
contemplated herein;
(iv) Failure and/or refusal by either Party hereto to observe and perform any
obligation, covenant or undertaking contained in this Agreement and in
respect of such failure which is capable of remedy, which shall not have
been remedied within Fourteen (14) Business Days of service of notice by
the non-defaulting Party to the defaulting Party requiring the same to be
remedied;
(v)
If either Party hereto becomes insolvent or commits an act of insolvency,
goes into liquidation, becomes the subject of voluntary or involuntary
winding up or reorganization proceeding, makes a general assignment for
the benefit of, or enters into any arrangement or compromise with its
creditors, or suffers any of its goods to be taken in execution of a
judgment against it and or ceases to be in business either temporarily or
permanently;
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11. TERMINATION
11.1. Upon the occurrence of an Event of Default, either Party may terminate this
Agreement at any time provided that such Event of Default remains uncured or
not remedied after Thirty (30) Business Days of such default being notified.
11.2. MOBITEL shall have the right to terminate this Agreement with Thirty days (30)
prior written notice to the CONTRACTOR without assigning any reason for such
termination
11.3. Termination of this Agreement as contemplated in this Clause shall be subject
to settlement of any or all outstanding Payments due by MOBITEL to
CONTRACTOR up to the date of Termination.
11.4. Subject to the foregoing termination of this Agreement by either Party shall be
without prejudice to the respective rights and obligations accrued under this
Agreement prior to such termination.
12. INTELLECTUAL PROPERTY
12.1. CONTRACTOR agrees to disclose and furnish promptly to MOBITEL any and all
technical information, computer or other apparatus programs, inventions,
specifications, drawings, records, documentation, works of authorship or other
creative works, ideas, knowledge or data, written, oral or otherwise expressed,
first made or created for and paid for by MOBITEL under this Agreement.
(hereinafter "Work Product"). The Work Product specifically includes, without
limitation, any scripts, lists of frequently asked questions and responses
thereto, etc., prepared and utilised by CONTRACTOR in connection with
providing Services contemplated herein.
12.2. CONTRACTOR agrees to assign and does hereby assign to MOBITEL all right,
title and interest in and to any Work Product.
12.3. CONTRACTOR shall not acquire any right to any, trade name, trademark,
service mark, copyright, patent or other form of intellectual property of
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MOBITEL. CONTRACTOR shall not use such intellectual property of MOBITEL in
any manner except in the performance of its obligations hereunder as
permitted or contemplated in this Agreement.
13. GOVERNING LAW AND DISPUTE RESOLUTION
13.1. The construction, validity and performance of this Agreement shall be
governed by, construed and interpreted in accordance with the laws of Sri
Lanka.
13.2. Any dispute, controversy or claim arising between the Parties from any right,
duty, obligation or liability of the Parties hereto or any breach or termination
thereof or any matter or thing of whatsoever nature arising under this
Agreement or in connection therewith shall be in the first instance be discussed
between the Parties hereto and resolved in a spirit of mutual co-orperation.
13.3. In the event of failure to reach an amicable resolution, such dispute, claim or
controversy or matter arising under this Agreement other than seeking
injunctive relief shall be referred to arbitration for resolution in terms of the
provisions of Arbitration Act No.11 of 1995.
13.4. Both Parties may agree to the appointment of a single arbitrator. If the Parties
do not agree to a single arbitrator then the arbitral tribunal shall consist of
three arbitrators where each Party shall appoint one arbitrator, and the two
arbitrators so appointed shall appoint the third arbitrator to act as Chairman of
the arbitral tribunal.
13.5. Any award or decree of the arbitrator or arbitral tribunal on any matter or
dispute referred for resolution shall be final, conclusive and binding on the
Parties to this Agreement.
13.6. The place of Arbitration shall be Colombo Sri Lanka and the proceedings shall
be conducted in the English Language.
14. CONFIDENTIALITY
14.1. Each Party hereto shall maintain strict confidentiality and secrecy in respect of
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all information and documentation received by such Party directly or indirectly
pursuant to this Agreement and neither Party hereto or their respective
directors, employees, servants or agents shall disclose, reveal or divulge any
confidential information howsoever acquired pursuant to this Agreement to
any third party without the written consent of the other Party.
14.2. If required by law/ court decree such information will be released to such
institution.
14.3. Upon termination or expiration of this Agreement for any reason whatsoever,
MOBITEL and CONTRACTOR shall leave with or return to the other all
documents, records, notebooks, computer files, and similar repositories or
materials containing confidential information of the otherParty and/or its
affiliates, including any and all copies thereof.
14.4. MOBITEL and CONTRACTOR agree that the terms of this Clause 14.1. are
reasonable and necessary to protect their respective business interests and
that the non-defaulting Party would suffer irreparable harm from a breach of
same. Thus, in addition to any other rights or remedies, all of which shall be
deemed cumulative, MOBITEL and CONTRACTOR shall be entitled to obtain
injunctive relief to enforce the terms of this Clause 14.
15. SEVERABILITY
15.1. If any provision of this Agreement shall be deemed to be illegal, invalid, void
and or unenforceable, the remaining provisions of this Agreement shall not in
any way be affected or impaired but shall remain binding on the Parties hereto
to such extent as permitted by applicable law. The Parties further agree that
they shall make every effort to change and/or amend such illegal, invalid, void
and or unenforceable provision by way of a duly executed addendum to this
Agreement, to make same legal, valid and binding.
16. WAIVER
16.1. The failure of either Party to partially or fully exercise any right or the waiver by
either Party of any breach, shall not prevent a subsequent exercise of such
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right or be deemed a waiver of such breach or any other term of this
Agreement.
17. ASSIGNMENT
17.1. Neither Party hereto shall assign any of their respective rights or obligations
under this Agreement to any other person or entity without the express and
unanimous prior written consent of the other Party.
18. AMENDMENTS
18.1. No amendments, changes, alterations or modifications to any provision of this
Agreement shall be effective unless such changes, alterations or modifications
are agreed and reduced to writing and are signed by the authorized officers of
the Parties hereto.
19. FORCE MAJEURE
19.1. Either party is temporarily unable by reason of Force Majeure to meet any
contractual obligations under the Agreement and if such party gives to the
other party written notice of the event within fourteen (14) days after its
occurrence, such obligations of the party that it is unable to perform by reason
of such event shall be suspended for as long as the inability persists.
19.2. Neither party shall be liable to the other for loss or damage sustained by such
other party arising from any event referred to in this Clause or delay arising
from such event.
19.3. The term "Force Majeure" as employed herein, shall mean acts of God, strikes,
lock-outs or other industrial disturbances, acts of the public enemy, wars,
blockades, insurrection, riots, epidemics, landslides, earthquakes, tsunamis,
storms, lightning, floods, washouts, civil disturbances, explosions and any
other events not within control of either party and when by the exercise of due
diligence neither party is able to overcome.
19.4. If a Force Majeure situation arises, the Contractor shall promptly notify
MOBITEL in writing of such condition and the cause thereof. Unless
otherwise directed by MOBITEL in writing, the Contractor shall continue to
perform its contractual obligations as far as is reasonable and practical, and
shall seek all reasonable alternative means for performance not prevented by
the Force Majeure event. In case of delays in the date of completion due to any
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of the event mentioned above, the date of completion shall be extended
accordingly.
20. INDEPENDENT CONTRACTOR
20.1. Nothing contained herein shall be deemed or construed as creating an agency,
joint venture, partnership or other association between the parties or as
constituting one party as an agent or legal representative of any other party for
any purpose whatsoever, or as conferring any right or authority to assume or
create any obligation or responsibility, express or implied, orally or in writing,
on behalf of or in the name of any other party. Each party shall act as an
independent contractor and not as an agent of the other for any purpose
whatsoever and neither shall have any authority to bind the other. As such
CONTRACTOR shall not be considered as an agent or employee of MOBITEL for
any propose, and the employees of CONTRACTOR shall not be considered as
employees of MOBITEL or be entitled to any of the benefits that MOBITEL
provides for its employees. CONTRACTOR will be solely and entirely
responsible for its acts and the acts of CONTRACTOR’s Sub Contractors, agents,
employees and servants with respect to all matters relating to this Agreement,
CONTRACTOR shall be deemed to be an independent contractor. CONTRACTOR
shall not represent itself or its organization as having any relationship to
MOBITEL other than that of an independent agent for the purposes described
in this Agreement.
21. SUBLET OF CONTRACTING AND SUBCONTRACTING
21.1. CONTRACTOR may not sublet or assign any part of the Service to be
performed hereunder without the prior written approval of MOBITEL.
MOBITEL reserves the right to refuse to recognize a Power of Attorney issued
by CONTRACTOR to any person authorizing such person to carry out the
project on CONTRACTOR’s behalf.
21.2. Contractor shall notify MOBITEL in writing of all subcontracts awarded under
CONTRACTOR if not already specified in his Agreement. Such notification, in
his original Agreement or later, shall not relieve CONTRACTOR from any
liability or obligation under the Agreement and he shall be responsible for the
acts, defaults and negligence of any Subcontractor, his agents, servants or
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workmen as fully as if they were the acts, defaults or negligence of
CONTRACTOR.
21.3. CONTRACTOR shall submit to MOBITEL a copy of all Subcontracts associated
with the Agreement price, within one (1) week after the Notice to Proceed.
MOBITEL shall check whether the general terms and a conditions is are
against CONTRACTOR MOBITEL shall notify the Contractor to amend such
part (s).
21.4. If MOBITEL is not satisfied with the performance of the Subcontractor(s),
Mobitel shall inform CONTRACTOR and CONTRACTOR shall take immediate
measures to replace the Subcontractor if MOBITEL is either, reasonably able
to demonstrate that the performance of the Subcontractor will not be
satisfactory, or the Parties mutually agree upon replacing such Subcontractor.
21.5. If MOBITEL performs any Services for
CONTRACTOR on behalf of
CONTRACTOR, CONTRACTOR shall still be liable to MOBITEL for such services
performed
22. LIQUIDATED DAMAGES
22.1. If at any time if CONTRACTOR fails to perform the Services within the time
period(s) specified in the Contract, MOBITEL shall, without prejudice to its
other remedies under the Contract, deduct from the Agreement Price, as
liquidated damages, a sum equivalent to 0.75% of the delivered price of the
delayed or unperformed Services and 0.75% of the delivered price of the
impacted part of the service due to such delay for each week of delay until
actual delivery or performance, up to a maximum deduction of 10% of the
Agreement Price and 10% of the impacted part of the system. Once the
maximum is reached, MOBITEL shall have the right to terminate the
Contract. Any liquidated damages shall be deducted from the money payable
to the Contractor.
22.2. For the failure to meet Service Level as morefully stipulated in clause 4
herewith the , Contractor shall be charged as damages as morefully stipulated
in Clause 4 herein. If there is consistent failure to meet the Service Level,
MOBITEL shall have the right to terminate the Agreement with 30days prior
notice.
22.3. In the event liquidated damages cannot be recovered from the amounts
outstanding under the Agreement Price, Contractor shall pay un-recovered
liquidated damages to MOBITEL on submission of MOBITEL’s claim or
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MOBITEL has the right to claim or deduct this amount from any existing or
future contracts with the Contractor or from the performance guarantee.
23. SYSTEM AND DATA SECURITY
23.1. CONTRACTOR shall ensure that its system used to integrate with the existing
MOBITEL Telecommunications/IT System guarantees data integrity & security
using methods such as, but not limited to encryption, https, etc.
23.2. CONTRACTOR must guarantee that the data collected by it in performing the
Services contemplated hereunder will not be disclosed or used for any other
purpose which may be harmful to MOBITEL’s business strategies.
23.3. CONTRACTOR and its employees shall safeguard all the information it/they
access and shall not disclose to any party which has no authority to have
access to such information. CONTRACTOR shall always be guided by the
guidelines provided by MOBITEL in respect of confidentiality of the
information available to it.
24. PROTECTION OF EXISING TELECOMMUNICATION IT SYSTEM INTEGRATION AND
INTEROPERABILITY
24.1. In the integration period, CONTRACTOR shall pay special attention to the
protection of the existing telecommunications/IT System from damage or
interference.
24.2. When integrating
CONTRACTOR’s system with the MOBITEL
telecommunications/IT System, CONTRACTOR shall
ensure that
CONTRACTOR’s system is capable of integrating into the MOBITEL
existing telecommunications/IT System as it is.
24.3. CONTRACTOR shall ensure that standard interfaces shall be used for the
points of interface.
24.4. In case such damage or interference should occur, CONTRACTOR shall
immediately suspend his Works and ask MOBITEL for their instructions,
upon receipt of which he shall repair and restore services as soon as possible at
his own cost.
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24.5. Integration of the Contractor’s system(all the hardware and software including
any
interfacing
hardware
and
software)
to
the
existing
telecommunication/ITSystem of MOBITEL shall be the responsibility of
CONTRACTOR . All costs attributable to CONTRACTOR for any changes
needed in the integration process shall be borne by CONTRACTOR. If
CONTRACTOR s existing system is unable to integrate to any part of the
existing Telecommunications/IT of MOBITEL, CONTRACTOR shall bear
the total cost of alternative solutions as stipulated by MOBITEL.
24.6. Any downtime of the system shall be agreed amongst CONTRACTOR, and
MOBITEL prior to such downtime and execute of such downtime only during
the maintenance window of 1.00 am to 5.00 am each day. If the actual
downtime exceeds the agreed downtime, (or time frame), CONTRACTOR
shall be liable to pay a penalty.
24.7. If there is any unplanned down time CONTRACTOR shall be liable to pay a
penalty as per Clause 4.7
24.8. CONTRACTOR shall be responsible for maintaining the connection with
Mobitel System. If CONTRACTOR is unable to connect or to maintain the
connection with Mobitel system, for a reason attributable to CONTRACTOR,
the Agreement shall be liable to be terminated with notice but without any
obligation to Mobitel.
24.9. CONTRACTOR shall ensure that no employee of CONTRACTOR or any
other person using the terminals installed at CONTRACTOR be permitted to
have any unauthorized access to the Mobitel system or breach any of
Mobitel’s system security..
25. DAMAGE PROPERTY AND PERSONS
25.1. CONTRACTOR shall be solely responsible for all damages to property
resulting from any act, omission, neglect, fraud, or misconduct in
CONTRACTOR’s manner or method of executing the Work, or from his nonexecution of the Works, or from defective Works or materials, or acts of his
employees, subcontractors. CONTRACTOR shall not be released from such
responsibility until all Works has been completed and accepted. In the case of
any such damage, CONTRACTOR shall restore the damaged property at his
own expense and to a condition equal to or similar to that existed before such
damage occurred. CONTRACTOR shall be responsible for any injury to a
third party, including death, and for any dispute with a third party arising from
CONTRACTOR’s negligence or misconduct.
25.2. CONTRACTOR shall indemnify MOBITEL against all losses and claims for
such injuries, deaths or damages, and against all claims, demands,
proceedings, damages, costs, charges and expenses in respect of or in relation
thereto if any claims are being made.
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25.3. CONTRACTOR shall obtain an insurance cover in favour of MOBITEL to
comply with provisions made under the clauses above and give a copy to
MOBITEL
26. PERFORMANCE BOND
26.1. Contractor shall furnish Performance Bond to MOBITEL amounting to ten per
cent (10%) of the Annual Agreement Price within fourteen (14) days after the
date of signing the Agreement with MOBITEL.. The Contractor shall provide
the Performance Bond to MOBITEL within 2 weeks from the execution of this
Agreement
26.2. The proceeds of the Performance Bond shall be payable to MOBITEL for the
Contractor’s failure to complete its obligations.
26.3. The performance Bond shall be in the form of an irrevocable and
unconditional Bank guarantee, issued by a bank located in MOBITEL’s
country acceptable to MOBITEL, in the form provided in the Annex 4.The
said bank guarantee shall remain in force for the duration of the Contract.
27. DELAY IN AGREEMENT PERFORMANCE
27.1. CONTRACTOR in accordance with the time schedule agreed shall perform the
Services.
27.2. Any unacceptable delay by CONTRACTOR in the performance of his
obligations shall render CONTRACTOR liable to any or all of the following
sanctions: forfeiture of its Performance Bond, imposition of liquidated
damages, and/or termination of the Agreement in whole or in parts for
default.
27.3. If at any time during performance of the Contract, CONTRACTOR or his
subcontractor (s) should encounter conditions impeding the timely supply of
Services, CONTRACTOR shall promptly notify MOBITEL in writing of the fact of
the delay, its likely duration and its cause(s). As soon as after receipt of
CONTRACTOR’s notice, MOBITEL shall evaluate the situation and may at its
discretion extend CONTRACTOR’s time for performance, in which case the
extension shall be ratified by the parties by amendment of the Agreement.
28. EXTENSION IN THE AGREEMENT PERFORMANCE
28.1. The Performance of the Services under the Agreement shall be made by
CONTRACTOR in accordance with the work schedule.
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28.2. CONTRACTOR may be allowed to claim extension of the time limits as set
forth in the Work Schedule in case of:
(a). Changes ordered by MOBITEL.
(b). Force Majeure and.
(c). Delay in performance of Service caused by directives issued by
MOBITEL.
28.3 CONTRACTOR shall demonstrate to MOBITEL's satisfaction that he has used his
best endeavors to avoid or overcome such causes of delay, and the parties will
mutually agree upon remedies to mitigate or overcome such causes of delay.
28.4 Notwithstanding Clause 28.2 here above, CONTRACTOR shall not be entitled to
an extension of time for completion, unless CONTRACTOR, at the time such
circumstances arise, has immediately notified MOBITEL in writing of any delay
that it may claim as caused by circumstances pursuant to Clause 28 here above,
and, upon request of MOBITEL, CONTRACTOR shall substantiate that delay is
due to the circumstances referred to by CONTRACTOR.
29. INABILITY TO PERFORM THE AGREEMENT
29.1. After placing the order for performing the Services contemplated hereunder, if
CONTRACTOR anticipates at any time that CONTRACTOR will be unable
to execute the Agreement within the time specified by MOBITEL in the
Agreement. , CONTRACTOR shall at once give notice accordingly in writing,
to the Chief Executive Officer of MOBITEL (Pvt) Ltd. 108, W.A.D.
Ramanayake Mawatha, Colombo-02, Sri Lanka explaining the causes of the
delay.
29.2. If CONTRACTOR fails to perform the Services within the time period(s)
specified by the Contract, or any extension thereof granted by MOBITEL
pursuant to Clause 28.2
Or
If CONTRACTOR fails to perform any other obligation(s) under the
Contract
MOBITEL may, without prejudice to any other remedy for breach of the
Contract, by written notice of default sent to CONTRACTOR, terminate the
Agreement in whole or in part. Such notice shall deem to be notice of
termination.
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29.3. In the event MOBITEL terminates the Agreement in whole or in part,
pursuant to the clause herein, , CONTRACTOR shall continue performance of
the Agreement to the extent not terminated
30. ACCEPTANCE TEST
30.1. Acceptance Test Program
At least one calendar month before the estimated date of start of the
Acceptance Tests as provided for in Technical Specification,
CONTRACTOR shall submit to MOBITEL for approval a test program and
an Acceptance Handbook for the conduct of the Acceptance Tests.
Any additional test items to be included in the Acceptance Test shall be
agreed upon by both Parties.
30.2 acceptance Tests
In order to determine the compliance with the requirements of Technical
Specification, CONTRACTOR shall carry out tests for Provisional
Acceptance prior to the commercial operation of the system and Final
Acceptance as described in Inspections and Tests documentation for each
system in accordance with the procedures as set forth in this Agreement. All
such tests shall be performed by CONTRACTOR and shall be witnessed by
MOBITEL
1.1.
Notice of Provisional Acceptance or Rejection
Within thirty (30) days of receipt of the initial report of the Provisional
Acceptance Tests results, MOBITEL shall notify CONTRACTOR either:
(a)
MOBITEL propose to issue a Certificate of Provisional Acceptance, or
(b)
MOBITEL does not propose to issue a Certificate of Provisional
Acceptance.
1.2.
On receipt of a notice , CONTRACTOR may make representations to MOBITEL in
explanation of disputed results of the Acceptance Tests and MOBITEL may, if satisfied
with explanation, issue a fresh notice
1.3.
When the results of the Acceptance Tests that Goods and Services have been
completed in accordance with the Technical Specifications and other requirements of
the Contract, MOBITEL shall issue a Certificate of Provisional Acceptance and Goods
and Services shall be deemed to be provisionally accepted.
1.4.
The certificate of Provisional Acceptance may be qualified or may have annexed to it
an agreed list of outstanding items (Punch List) that do not affect the normal operation
and maintenance of Services in compliance with the requirements of the Agreement,
The time for the remedy of such outstanding items shall be one week. In this latter
case, and pursuant to the list of outstanding items, MOBITEL is entitled to deduct value
of such outstanding item from the Performance Bond with notice and if not corrected.
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1.5.
CONTRACTOR as soon as practicable, remedy the deficiencies indicated in all such
listed items, in any event within One Week of the Certificate of Provisional Acceptance,
so as to ensure full conformity with the requirement of the Agreement and so long as
any such items are outstanding, CONTRACTOR shall continue to carry the risk in
respect of such items and be responsible for its maintenance.
31. NOTICES
31.1. Any notice, demand or other communication required under or in terms of this
Agreement shall be in writing in the English Language and shall be deemed to
have been duly served if sent by registered post after 3 working days of posting
of the confirmation and shall be addressed to the Party concerned at the
address set out at the beginning of this Agreement or to such other address as
either Party may designate by notice in writing.
32. COUNTERPARTS
32.1. This Agreement shall be executed in duplicate, each of which shall be deemed
an original, but together they shall constitute one and the same instrument.
33. ETHICS AND CODE OF CONDUCT
33.1. The Parties will conduct all its dealings in a very ethical manner and with the
highest business standard.
33.2. The Parties will provide all possible assistance to each other in order to
investigate any possible instances of unethical behavior or business conduct
violations by an employee of the other. Either Party will disclose forthwith
any breach of these provisions that comes to their knowledge to allow for
timely action in their prevention and detection.
33.3. The Service Provider will adopt appropriate processes to prevent offering any
illegal gratification in the form of bribes or kickbacks either in cash or in kind
in the course of all dealings with us. Any instances of such violations will be
viewed in a serious manner and MOBITEL reserves the right to take all
appropriate actions or remedies as may be required under the circumstances
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VALIDITY
33.4. Both Parties hereto acknowledges that they have read and understood the
contents of this Agreement and the legal implications thereof.
Continued on the next page “IN WITNESS WHEREOF”
IN WITNESS WHEREOF the duly authorized officers of the Parties hereto have placed
their respective hands to this Agreement and to one other of the same tenor on the
respective dates and places as specified hereunder.
MOBITEL (PRIVATE) LIMITED
……………………………………
Signature:
………………………………………….
Signature:
Name :, the Chairman
and Corporate Advisory Services
(Private) Limited the Secretaries
of the Company
Name :
Chief Executive Officer
Place : Colombo, Sri Lanka
Place : Colombo, Sri Lanka
Date
Date
:
:
WITNESSES:
WITNESSES:
Signature:
Signature:
Name:
Name:
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