Memorandum of Understanding · 2020. 4. 22. · Page 1 of 19 Memorandum of Understanding THIS...

of 19

Memorandum of Understanding

THIS MEMORANDUM OF UNDERSTANDING (MoU) made between President of

India acting through Mr. Ajay Kumar Rai, Director (Systems), a duly authorised

officer, Directorate General of Supplies & Disposals having its office at 5,

Sansad Marg, Jeevan Tara Building, New Delhi–110001 (hereinafter referred to

as "DGS&D" which expression unless repugnant to the context, shall always

mean and include its successors and permitted assigns) being the party of the

first PART;

AND

“Bank of Baroda” constituted under the Banking Companies (Acquisition and

Transfer of Undertakings) Act 1970, having its Head Office at Mandvi, Baroda

and its corporate office at Baroda Corporate Centre, C-26, G-Block, Bandra

Kurla Complex, Bandra (East), Mumbai, (hereinafter referred to as the bank

which expression unless repugnant to the context, shall always mean and

include its successors and permitted assigns) , through Mr G B Panda, General

Manager, a duly authorized officer in this behalf, of the other PART.

DGS&D and BANK OF BARODA shall hereinafter collectively referred to as the

“Parties” and individually as “Party”.

WHEREAS DGS&D has agreed to assign BANK OF BARODA with the task of

establishing e-payment system as integrated with www.gem.gov.in for

collection and transfer, to appropriate Govt. Account within permissible time,

of Cost of e-bidding Fees /Registration Fees /Earnest Money

Deposit(EMD)/Security Deposit(SD) / e-PBG or any other charges due from the

customers to GeM/DGS&D as per the Terms & Conditions set out hereinafter

appearing.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL MOU AND COVENANTS AND CONDITIONS HEREIN CONTAINED, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Establishing e-payment system as integrated with for collection and transfer, within permissible time, of Cost of e-bidding fees/Registration fees / EMD / SD/e-PBG or any interest thereon arising due to activities of the customers on www.gem.gov.in to appropriate Govt. Account through BANK OF BARODA as per the Terms & Conditions set out hereinafter appearing, including the following:

http://www.gem.gov.in/

of 19

1.0) DEFINITIONS:- ‘Customer’ - Customer means any person registered or to be registered with GeM website www.gem.gov.in and who desires to avail services offered by GeM through www.gem.gov.in and make payment from his/her account to BANK OF BARODA for the same using any of the payment modes namely netbanking, Debit/Credit cards etc.

‘Customer Charge’ - means the fee payable by the customer towards Cost of e-bidding Fee/Registration Fee/EMD/SD/e-PBG and any interest thereon along with applicable taxes, duties, cost, charges, expenses (if any) as prescribed by GeM/DGS&D in conformity with the applicable Rules & Regulations. ‘Service Fee’ means, the amount per Transaction charged by the BANK OF BARODA from the customer for the facility (in addition to the ‘customer charge’) as specified in para 9.0 (As per Annexure B). “Charge back transaction” means those transactions which the Customer

disputes for not having received the products/services as per purchase

order/Terms & Conditions from merchant.

‘Effective Date’ means the date of execution of this MOU by the Parties which will be the date of signing of MOU, except in specific clause(s) where indicated otherwise. ‘Facility’ means Payment Gateway facility (BANK OF BARODA Multi Option Payment System) provided by the BANK OF BARODA as integrated with www.gem.gov.in in terms of this MOU and any other services that augment or enhance the current facility: ‘Order or service request’ means an order for availing services raised by the customer on GeM/DGS&D through www.gem.gov.in. ‘Service’ means any service that offers to provide, and that is availed by the customer, the payment of which is to be made through the customer’s valid Internet Banking Account/or any other Channel with BANK OF BARODA/or any other bank.

‘Transaction’ means every service request that results in delivery of successful completion confirmation/failure report by the BANK OF BARODA to GeM/DGS&D in respect of which service request was placed by the customer or information accessed by Customers from GeM/DGS&D through www.gem.gov.in.





of 19

“Pooling / Nodal Account” means account of GeM/DGS&D with Branch of BANK OF BARODA for the purpose of facilitating online payments with respect to RBI notification dated 24th Nov 2009. The Branch will open Nodal/Pooling Accounts for collection of e-bidding fees and Registration fees/ EMD / SD/e-PBG and any other fees and these account numbers will be intimated by BANK OF BARODA to GeM/DGS&D after signing of this MoU. ‘Transaction value’ is defined as total transaction value of all successful

transactions routed through BANK OF BARODA Internet Banking.

2.0) TERM: NON-EXCLUSIVE

a) This MOU shall become effective on the date as defined above and shall remain in full force and effect for a period of five years from the effective date, subject to the periodical review on need basis for incremental facilities desired by GeM/DGS&D which may be extended thereafter by mutual consent among the parties.

b) Nothing in this MOU shall prohibit the GeM/DGS&D or BANK OF BARODA from engaging for services similar to those provided under this MOU to others, including competitors of GeM/DGS&D/BANK OF BARODA.

3.0) Responsibility of BANK OF BARODA

a) In Management of facility, BANK OF BARODA agrees to

i) Make its best efforts with due diligence to ensure and maintain the facility in operation 24 hours a day, seven days a week with suitable back up alternate arrangements to ensure continued operation of services through web portal of www.bankofbaroda.com.

ii) Make its best efforts with due diligence to ensure to provide the facility

in a manner that protects information transmitted by the Software from (A) unauthorised interception, (B) undetected unauthorised modification or alteration after its origination, (C) undetected initiation by persons posing as other persons or entities, (D) unauthorised replication.

iii) Make its best efforts with due diligence to ensure Contingency

plans/disaster recovery mechanism for unforeseen circumstances. iv) To ensure security of the data and the software residing on Bank’s

server with periodical security audit of the software being used in providing the services on www.bankofbaroda.com.

http://www.bankofbaroda.com/

of 19

Limitations: The BANK OF BARODA obligations described above are subject to the following limitations:

i) Messages that originate from the server hosted by NeGD acting on behalf of the GeM/DGS&D or the server of any third party designated by GeM/DGS&D shall be deemed to be authorised by the GeM/DGS&D, and BANK OF BARODA shall not be liable for processing such messages; save and except for the data processing required for accepting the payment tendered through e-Payment system for the compliance/information sought by the GeM/DGS&D/customer.

ii) BANK OF BARODA would in no way be responsible for the security of data residing on the server hosted by NeGD acting on behalf of the GeM/DGS&D, or a third party designated by the GeM/DGS&D.

iii) BANK OF BARODA shall have no liability for any failure or delay in performing its obligations under this MOU if such failure or delay: (A) is caused solely by the “GeM/DGS&D/NeGD” acts or omissions; (B) results from actions taken by the BANK OF BARODA in a reasonable good faith effort to avoid violating a law, rule or regulation of any governmental authority or to prevent fraud on Customers; or solely due to the inability of the “GeM/DGS&D” or “NeGD” acting on behalf of the GeM/DGS&D to process the message/information supplied by the BANK OF BARODA ; (C) is caused by circumstances beyond the BANK OF BARODA control, including but not limited to vandalism, hacking, theft, phone service disruptions, internet disruptions, loss of data, extreme or severe weather conditions or any other causes in the nature of “ACTS OF GOD” or force majeure.

b) Customer Support: - BANK OF BARODA shall endeavour to provide

best customer support to the Customers with respect to using the facility in terms of the applicable Rules & Regulations prescribed by law. Such support shall include appropriate notice to the Customers of (i) a means of contacting the BANK OF BARODA in the event the Customer has questions regarding the mode of payment by Internet Banking through their web portal (ii) reference to the available procedures for resolving any query or disputes.

If there is any failure to comply with this paragraph by BANK OF

BARODA, which is causing an unacceptable accountability/burden on the e-Procurement system, GeM/DGS&D may take suitable action stating reasons thereto if such non-compliance is not remedied within 7 days.

of 19

The BANK OF BARODA will prominently display on its website the details of service fee chargeable as agreed between GeM/DGS&D and Bank, to customers for using the facility of payment gateway Internet banking. The BANK OF BARODA will provide email id and telephone numbers to display on GeM website (www.gem.gov.in) for any customer grievances, redressal or query.

c) Compliance with Law & guidelines: The BANK OF BARODA shall at all times comply with applicable laws of the land, rules and regulations in so far as relevant to its use of the Facility. The BANK OF BARODA will at all times comply with the guidelines set by RBI/Ministry of Finance/GeM/DGS&D or any other Govt. body as applicable from time to time. GeM/DGS&D shall not be responsible for BANK OF BARODA act of non-compliance with applicable laws and regulations. If the utilisation of the Facility by the BANK OF BARODA results in or may result in non-compliance being placed on the GeM/DGS&D under RBI guidelines, provided the GeM/DGS&D, has duly notified in writing to the BANK OF BARODA and the BANK OF BARODA has not remedied within 7 days, such utilisation shall be deemed to be a violation of this MOU.

d) Prevention of Infringement: If for any reason the software of the

facility or its component becomes, or in the opinion of GeM/DGS&D is likely to become, the subject of a claim of infringement, then BANK OF BARODA shall, at its expense, either (i) procure the right to continue using the software as permitted in this MOU, or (ii) replace or modify software or the infringing component of the software so that it becomes non-infringing. If, after using commercially reasonable efforts, the BANK OF BARODA is unable to cure the infringement, GeM/DGS&D may seek to resolve the dispute as deemed fit.

4.0) Collection of Customer Charges

i) BANK OF BARODA will arrange for collection of Cost of e-bidding

Fees/Registration Fees/EMD/SD/E-PBG or any interest thereon for the GeM/DGS&D through the following Channels and transfer of the amount as instructed through www.gem.gov.in to designated Government account on completion of transaction.

i. BANK OF BARODA’s Internet Banking through Direct Debit to the account of customer.

ii. Debit Cards of BANK OF BARODA iii. Other Banks Internet Banking/Debit Cards iv. VISA/ MASTER Credit Cards.


of 19

BANK OF BARODA will arrange to debit the customer account, irrevocably, on receipt of instructions from GeM site (www.gem.gov.in) duly authenticated/ authorised by the customer.

ii) On debit to Customer’s account in BANK OF BARODA, BANK OF BARODA shall automatically credit the Internal Collection Account for a like amount on T+1 basis (within one working day after the date of the transaction) and settle the funds with RBI as per Govt. Business Rules within the time lines prescribed by Reserve Bank of India. In case of other Bank’s customer, BANK OF BARODA will credit the collection account on T+1 basis, where 'T' means the day when BANK OF BARODA will receive the funds from other banks.

Repudiation of Payment:

BANK OF BARODA may repudiate payment in respect of Orders where:

i. As prescribed by the VISA/MasterCard or any other

Card Organisation(s).

ii. If no such time line is prescribed, then within 21 days of intimation

from BANK OF BARODA to GeM/DGS&D.

a) Payment of any order, which the Customer disputes, BANK OF BARODA shall

ask the Customer to deal the case directly with merchant i.e GeM/DGS&D as

per Clause 8 below. However, if such dispute is not resolved within the

timelines or in case the customer is not satisfied and demands the same from

BANK OF BARODA, then BANK OF BARODA shall intimate DGS&D on the same

and GeM/DGS&D shall resolve the dispute within aforesaid timelines, failing

which, BANK OF BARODA shall debit the Internal Collection Account and credit

the Customer’s account.

b) Where BANK OF BARODA is entitled to repudiate payments in respect of an

Order for reasons as mentioned in 4 (a) above and has already credited the

Internal Collection Account of GeM/DGS&D as per clause 4(ii) hereinabove,

BANK OF BARODA shall be entitled to refund, by way of Debiting the Internal

Collection Account of GeM/DGS&D with a intimation to GeM/DGS&D, or,

c) Call upon GeM/DGS&D to deposit the relevant amount in their Collection

Account within 7 working days


of 19

5.0) BANK OF BARODA INTERNET BANKING: DIRECT DEBIT

• GeM/DGS&D do understand and agree to the following system of

Internet Banking for facilitating transaction on GeM Website (www.gem.gov.in ) on account of Cost of e-bidding Fees/Registration Fees/EMD/SD/E-PBG or any interest thereon arising due to activities of the customers on the said website or any other transaction agreed to subsequently through mutual consent.

● DGeM/DGS&D through NeGD shall provide a link to the BANK OF BARODA Internet Banking portal viz. www.barodaconnect.com and Customers willing to exercise this option of payment (who shall have an account with BANK OF BARODA having Internet Banking facility with transaction rights) shall be directed to the same along with a string containing a unique Reference ID (RID) and other parameters which need to be displayed to customer on BANK OF BARODA website. On confirmation of payment by customer, unique Transaction ID would be generated by www.bankofbaroda.com with the success/failure flag and the customer will be directed back to the www.gem.gov.in portal.

● Electronic confirmation as Cyber Receipt bearing the unique Reference ID (RID) and unique Transaction ID, Amount and Time would be displayed to the customer immediately after receiving success message by www.gem.gov.in.

● The www.gem.gov.in portal shall send a verification string direct to www.bankofbaroda.com for independent verification of status, amount of transaction and other details identified with unique Transaction ID generated by www.bankofbaroda.com. Irrespective of the message received in response, no transaction status shall be treated as successful if the verification activity of a transaction has failed (Double Verification).

● On successful payment, the said amount of transaction towards e-bidding Fees/Registration Fees/EMD/SD/E-PBG or any interest thereon would be credited to the GeM/DGS&D Account.

6.0) PROVIDING COLLECTION INFORMATION TO GeM/DGS&D: a.

MIS on the agreed format for amount collected towards Collection of e-bidding Fees/Registration Fee /EMD/SD/E-PBG and any interest thereon, will be sent to the www.gem.gov.in portal by SSL mode by 16.00 Hrs the following working day.


http://www.barodaconnect.com/






of 19

b. T

The MIS files will be consolidated/named as (BOBddmmyy) and then transmitted to www.gem.gov.in in secured and safe manner as per the formats desired by GeM/DGS&D in compatible data form. BANK OF BARODA will also arrange to provide additional information as specified by GeM/DGS&D from time to time. These MIS files will also be maintained for generation of exception reports in format specified by GeM/DGS&D on BANK OF BARODA’s portal of www.bankofbaroda.com with access to authorize GeM/DGS&D users for accessing and downloading daily MIS reports/statements.

7.0) RECONCILIATION AND GENERATION OF EXCEPTION REPORTS:

GeM/DGS&D will carry out a two stage reconciliation of the payment data MIS sent to the www.gem.gov.in portal by BANK OF BARODA:

i. R

Reconciliation of total amount collected for GeM/DGS&D as reported by BANK OF BARODA and the total amount payable to GeM/DGS&D at the end of a particular day’s transaction. BANK OF BARODA shall provide necessary information on format as desired by GeM/DGS&D from time to time.

ii. R

Reconciliation of total collected amount reported by BANK OF BARODA in MIS sent to www.gem.gov.in portal with the actual amount credited by BANK OF BARODA to Government account for settlement of Government funds as per laid down instructions. BANK OF BARODA shall provide necessary information on format as desired by GeM/DGS&D from time to time.

iii. DGeM/DGS&D will separately generate exception reports by processing the MIS for internal checks as and when required. In addition exception reports shall be generated by BANK OF BARODA on applications received from customers.

8.0) HANDLING OF EXCEPTION ERRORS: i. D

GeM/DGS&D while processing the MIS received from BANK OF BARODA on a daily basis shall seek confirmation from BANK OF BARODA of the duplicate payments, if any, and deal with the customers directly regarding corresponding refunds, if needed. GeM/DGS&D will also deal directly with the customers, who have not paid appropriate customers charges.




of 19

ii. ABANK OF BARODA shall provide necessary assistance in reconciliation of financial transactions made by customers using the portal of GeM/DGS&D (www.gem.gov.in) and www.bankofbaroda.com . Any Information sought by GeM/DGS&D for such reconciliation shall be provided by BANK OF BARODA in electronic form and in format specified by GeM/DGS&D within 2 working days of the request. Other exceptions may be handled by BANK OF BARODA and GeM/DGS&D as mutually agreed upon.

iii. A

BANK OF BARODA will designate a NODAL OFFICER at it's New Delhi Main Branch (the Focal Point Branch), who shall be responsible for supply of information and data as may be required by GeM/DGS&D for reconciliation.

iv. B

Bank shall provide necessary information to the GeM/DGS&D for satisfactory redressal of complaints of concerned customers arising out of errors or delay in capturing of data.

v. ABANK OF BARODA will ensure fool proof mechanism for uninterrupted data transfer between GeM portal www.gem.gov.in and www.bankofbaroda.com to ensure completion of transaction. In case of any intermittent failure or downtime of servers, BANK OF BARODA shall have exception handling mechanism to meet this objective.

9.0) SERVICE FEE

a) N

No charges, whatsoever, will be payable by GeM/DGS&D to BANK OF BARODA for providing the facility for collection of e-bidding Fees/Registration Fees/EMD / SD/e-PBG or any interest thereon.

b) However, in consideration of the Payment Gateway facility being provided by

the BANK OF BARODA, the GeM/DGS&D agrees to BANK OF BARODA for charging and collecting the Service Fee or any other charges from the customers in addition to the Customer Charges levied by the GeM/DGS&D in accordance with the procedure and manner agreed to between the BANK OF BARODA and GeM/DGS&D.

c) The Service Fee and other charges charged by BANK OF BARODA from

customers are defined in Annexure-'B' of this MoU.

10.0) RECORD RETENTION





of 19

The parties hereby agree that in the course of performing the functions and obligations under this MOU, the Parties shall retain all records and information for such period and in such form as per their record retention policy.

11.0) FORCE MAJEURE

Neither Party to this MOU shall be liable to the other for any loss or damage which may be suffered by the other due directly to the extent and for the duration of any cause beyond the reasonable control of the Party unable to perform (“Force Majeure”) events such as but not limited to Acts of God not confined to the premises of the Party claiming the Force Majeure, flood, drought, lightning or fire, earthquakes, strike, lockouts beyond its control, labour disturbances not caused at the instance of, or limited to, the Party claiming Force Majeure, acts of Government or other competent authority, war, terrorist activities, military operations, riots, epidemics, civil commotions etc.

12.0) ARBITRATION

(i) I

In the event of any dispute or differences between the parties hereto, such disputes or differences shall be resolved amicably by mutual consultation or through the good offices of empowered agencies of the government. If such resolution is not possible, then, the unresolved disputes or differences shall be referred for arbitration. The parties hereby agree that, notwithstanding anything contained in any of the documents executed between the parties, in the event of any dispute or differences relating to the interpretation, application and enforcement of the provisions of the contracts, such dispute or difference shall be referred by either party for Arbitration to the sole Arbitrator in the Department of Public Enterprises to be nominated by the Secretary to the GoI in-charge of Department of Public Enterprises. The Arbitration & Conciliation Act, 1996 shall not be applicable to arbitration under this clause. The award of Arbitrator shall be binding upon the parties to the dispute, provided, however, any party aggrieved by such award may make a further reference for setting aside or revision of the award to Law Secretary, Department of Legal Affairs, Ministry of Law and Justice, GoI. Upon such reference, the dispute shall be decided by the Law Secretary or Special Secretary/Additional Secretary, when so authorized by the Law Secretary, whose decision shall bind the Parties finally and conclusively. The Parties to the dispute will share equally the cost of arbitration fixed by the Arbitrator.

(ii) T

The arbitration shall be conducted in New Delhi, India. The arbitration shall

of 19

be conducted in English and all written document used during the arbitration shall be in English. The award shall be a speaking award.

(iii) T

The parties agree that any decision for any award of any arbitral tribunal pursuant to this clause shall be a domestic award and final conclusive and binding upon the parties and person(s) affected by it. The parties also agree that any arbitration award rendered pursuant to this clause may be enforced by any court of competent jurisdiction.

(iv)

During any period of arbitration, there shall be no suspension of this MOU.

(v) TThe arbitration proceedings will be conducted as per relevant clauses of GCC of GeM/DGS&D.

(vi) A

Any dispute or differences between the customer and GeM/DGS&D shall be governed by the arbitration clause contained in the standard clause of relevant act of GOI.

13.0) TERMINATION:

a) This MOU may be terminated by either GeM/DGS&D or the BANK OF BARODA with prior written notice of at least 120 days in the event any of the other party commits any breach of the terms of this MOU and if such breach is not remedied within the above-mentioned notice period.

b) Upon termination by either, the BANK OF BARODA or GeM/DGS&D, the BANK OF BARODA shall within 45 days of the termination hand over/furnish to GeM/DGS&D all information/transaction details, any material relating to transaction in its possession as on the date of termination of the MOU, save and except such information which the BANK OF BARODA may be required to retain as per the applicable, Banking Regulations or any other regulatory requirements. Simultaneously the GeM/DGS&D shall within 45 days of termination provide and furnish documents, information, material as it may be required to furnish to the BANK OF BARODA for the purpose of this MOU. Notwithstanding any such termination the GeM/DGS&D and BANK OF BARODA shall continue to co-operate and assist each other in completing resolving any issues / legal cases which may have been instituted pursuant to the transactions originating under this MOU.

of 19

14.0) Confidentiality clause

The Parties agree and acknowledge that in connection with this MoU, each Party will have access to certain trade-secrets and other non-public confidential information of the other during and in connection with its performance of Services hereunder (“Confidential and Proprietary Information”), and hereby agrees not to disclose any Confidential Information to any third party and not to use any such Confidential Information for any purpose other than those as strictly required for performance under this MoU. All such Confidential Information is and shall remain the exclusive property of the disclosing Party and no license shall be granted or implied with respect to such Confidential Information by reason of other Party’s access to such Confidential Information. Each Party agrees to protect the proprietary information of the other with the same standard of care and precaution used by each to protect its own proprietary information of similar importance.

“Confidential and Proprietary Information” is not meant to include any

information which

a) Is publicly available prior to this MoU or is made publicly available by

the Parties without restriction.

b) Is rightfully received by the personnel of both the Parties from Third

party without accompanying secrecy obligations.

c) Is already in the possession of both the Parties personnel and was

lawfully received from sources other than the Parties themselves.

d) Is independently developed by the personnel of both the Parties

without use or reference to Confidential and Proprietary

Information.

e) Is disclosed under any judicial or regulatory directive or disclosed to

auditors appointed under any law.

However, the above exclusions shall not be applicable in respect of the

Customer data of the BANK OF BARODA and customer data shall always

remain confidential and proprietary information.

The secrecy of the Confidential and Proprietary Information disclosed

pursuant to this MoU shall remain valid irrespective of the expiry /

cancellation / termination of this MoU.

15.0) GENERAL PROVISIONS a) Entire MOU: This MOU including Annexures A, B and C (e-PBG Indicative

Process Flow) constitutes the entire MOU between parties pertaining to the subject matter hereof and supersedes in their entirety all written or oral

of 19

MOUs between the Parties. Each party acknowledges that it has not relied on or been induced to enter into this MOU by a representation or warranty other than those expressly set out in this MOU. To the extent permitted by Applicable Law, a party is not liable to another party in contract or tort or in any other way for a representation or warranty that is not set out in this MOU.

b) Relationship between Parties: The Parties to this MOU are independent contractors and nothing in this MOU shall make them joint ventures, partners, employees, agents or other representatives of the other Party hereto. Neither Party shall make any representation that suggests otherwise.

c) Severability: If any provision of this MOU is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and in full force and effect.

d) Modifications: The Parties may, by exchange of letter in writing, make modification/addition to this MOU.

e) Assignment: Each party may assign all its rights, titles, and benefits under this MOU to any of its affiliates with prior written confirmation of other parties, which may not be unreasonably denied.

f) Rights And Remedies; Waiver: All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If any legal action is brought to enforce any obligations hereunder, the prevailing Party shall be entitled to receive its attorney’s, fees, court costs and other collection expenses, in addition to any other relief it may receive. If either Party fails to perform its obligations under any provision of this MOU or the other Party does not enforce such provision, failure to enforce on that occasion shall not prevent enforcement on later occasions.

g) Survival of Provisions: Notwithstanding any other provision to the contrary herein, terms, which by their nature survive termination or expiration of this MOU, shall bind the parties following any expiration or termination of this MOU.

h) Liability Upon Expiration: Neither Party shall be obligated to extend or

renew this MOU.

i) Jurisdiction and governing law: This MOU shall be governed by the laws of India only and no other nation. The Parties agree to submit to the exclusive jurisdiction of the Courts located in Delhi, India as regards any claims or matters arising under or in relation to these terms and conditions.

of 19

j) Headings and sub – headings: The headings and sub headings in this MOU are for convenience only and do not affect the meaning of the relative section / clause.

k) Notices: Any notice, direction or instruction given under this MOU or other documents, which may be given by either Party under this MOU, shall be in writing and delivered in person or by pre-paid recorded delivery post or by facsimile transmission. The notice shall be addressed to the other Party’s office address as mentioned first herein above. Notice and instructions will be deemed served 7 days after posting or upon receipt in the case of hand delivery, cable or facsimile.

16.0) GeM/DGS&D hereby undertakes and agrees to indemnify BANK OF BARODA and hold the BANK OF BARODA harmless and keep at all times fully indemnified and held harmless from and against all actions, proceedings, claims, liabilities, penalties, demands and costs, awards, damages, losses and/or expenses howsoever arising directly or indirectly as a result of:

(a) any breach or non-performance by GeM/DGS&D of any of their

undertaking, warranty or obligation under this MoU, or

(b) any claim or proceedings brought by the Customer against BANK

OF BARODA in respect of any Product / Service.

GeM/DGS&D shall also fully indemnify or hold harmless BANK OF BARODA

against any loss, costs, charges, expenses, demand or liability whether

direct or indirect out of claim by third party that GeM/DGS&D products

infringe intellectual property rights. Bank (i) shall provide prompt written

notice of such claim to the GeM/DGS&D and (ii) shall allow the Merchant

to defend any such claim using counsel of its choice. (iii) Bank shall not

settle any such claim without the express written consent of the

GeM/DGS&D.

17.0) The parties represent and warrant to each other that they have all

corporate, statutory and other authorizations, licenses and consents

necessary to legally execute and perform its obligations under the

Memorandum of Understanding and shall continue to have all such

authorizations, licenses and consents at the time it carries out its

respective rights and obligations hereunder or seeks to exercise and / or

enforce any of its rights under this Memorandum of Understanding.

In WITNESS whereof the parties herein through their authorized representatives have signed this Memorandum of Understanding on the -------

day of _____, 2017 at New Delhi in the presence of the under-mentioned witnesses.

of 19

Signed, sealed and delivered in presence of:

On behalf of the DGS&D Signature__________________ Name: Shri Ajay Kumar Rai Designation: Director (Systems)

Address: 5, Sansad Marg, Jeevan Tara Building, New Delhi–110001

On behalf of the BANK OF BARODA Signature__________________

Name: Mr G B Panda, General Manager,

Address: Govt Relationships, 7th Floor, Bank of Baroda Building, 16, Sansad Marg, Parliament Street New Delhi- 110001 Witness Signature__________________ Name: Designation: Address:

of 19

Annexure to MOU between DGS&D and BANK OF BARODA

ANNEXURE A

1. BANK OF BARODA will provide following facilities to www.gem.gov.in

(GeM/DGS&D):

Direct Debit of Customers/ Bidders Account using

● INB of BANK OF BARODA including NEFT and RTGS

● Debit card of BANK OF BARODA

● Other Banks Internet banking/Debit Cards

● VISA/ MASTER Credit Card

2. GeM/DGS&D will ensure that the portal www.gem.gov.in are secured sites,

verified by Verisign or equivalent.

3. GeM/DGS&D will arrange for security audit of the web site www.gem.gov.in

and submit Vendor site compliance certificate from a security consultant

empanelled with CERT-IN.

4. All communication between www.bankofbaroda.com and www.gem.gov.in

will be in encrypted mode with a checksum attached to it. BANK OF BARODA

will share a key with GeM/DGS&D for encrypting the messages exchanged

between BANK OF BARODA & their server.

5. Any action for the online request received from www.gem.gov.in will be

solely on the basis of identifier available in the request string like ‘Registration

of bidder as ‘REG’, Collection of e-bidding Fees as ‘BIDFEE’, Collection of

Registration Fees as ‘REGFEE’, Collection of EMD as ‘EMD’ , Collection of SD as

‘SD’ and Collection of e-PBG as ‘BG’.

6. GeM/DGS&D will ensure to match the responses from BANK OF BARODA

with every request of debit to customer/bidder generated from its site. In case

of pending response or responses, GeM/DGS&D will verify the responses from

BANK OF BARODA server by sending verification requests.

7. Cut off time for BANK OF BARODA's day's report will be 17:.00 hrs.



of 19

8. Bank will accept all requests only from www.gem.gov.in for processing the

payments. Bank will not be responsible for any loss or claim against such

requests initiated from www.gem.gov.in.

9. The MIS file is provided to the GeM/DGS&D on next working day at the

earliest possible time latest by 1600 hrs.

10. Bank will not be liable for any damages/compensation/interest for any

delay in processing the transaction or non availability of services through

www.bankofbaroda.com due to any technical snag in the system or loss of

connectivity or for any other reason whatsoever, if claimed by the

customer/Bidder/GeM/DGS&D.



of 19

ANNEXURE B

Charges to be levied on customers for collections* under Multi Option Payment

System:

Type of Transactions Commission

1 BANK OF BARODA INB and

BANK OF BARODA Debit Card

NIL

2 Other Bank’s Net Banking Rs. 6 /- per Transaction inclusive of taxes

3 Other Bank’s Debit Card Rs. 12/- per Transaction inclusive of taxes

4 Credit Card Transaction 1.50 % of transaction value minimum of Rs. 12

/- per transaction inclusive of taxes

*Besides above charges levied on customers, BANK OF BARODA will be entitled for

applicable agency commission as decided by RBI from time to time for government

transactions.

Charges to be levied for handling online collection and refunds of EMD /

SD/ e-PBG under e-tendering:

A. Online Collection of e-bidding Fees

I. BANK OF BARODA and other Bank’s Net Banking Rs 20/- + Taxes.

II. Debit Cards (Transaction up to Rs. 2000 /-): 0.75 % of transaction value +

Taxes (minimum Rs. 11/- + Taxes)

III. Debit Cards (Transaction above Rs. 2000 /-): 1.00 % of transaction value +

Taxes

IV. Credit Card: 1.50 % of transaction value + Taxes

B. Online Collection of EMD / SD/e-PBG

I. BANK OF BARODA and other Bank’s Net Banking /BANK OF BARODA Debit

Card : 1% of transaction value + Taxes (maximum Rs 150 /- + Taxes).

II. Other Bank’s Debit Card : 1% of transaction value + Taxes.

III. Credit Card: 1.50% of transaction value + Taxes

Agency commission if applicable will be recovered separately

of 19

ANNEXURE C

E-PBG Indicative Process Flow:

• Bankers server will be integrated with GeM portal for information interchange related with e-PBG through Application Programming Interface (API)/Web Services.

• Nearest Branch of bankers will act as advising branch for E-PBG related transaction.

• If needed, buyer may opt for bank guarantee & indicate advising Banker of his choice at time of creating bid and accordingly system will alert prospective bidder about the requirement of bank guarantee in electronic form from the successful supplier after completion of bidding cycle.

• After successful bidding process, System will provide standard BG format complete with all the necessary field such as value of contract, validity of the BG, beneficiary detail, BIC Code of advising bank chosen by the buyer and vital information related with the contract populated from GeM data base in automated manner.

• Simultaneously, an advisory containing field value of critical SFMS attribute consisting of beneficiary details, validity of BG, value of BG, contract number & BIC code etc will also be made available by the system to issuing Bank trough supplier to avoid mistake during SFMS process. These values will also be transmitted to advising bank concurrently for validation of e-PBG received from issuing bank of supplier. Responsibility of correctness of e-PBG content will rest with issuing bank and supplier itself.

• Paper BG of issuing bank will not be operational unless same is transmitted to advising bank through SFMS message COV 760. There is provision for Supplier to upload paper BG in PDF format before sending the same to buyer for their reference and scrutiny.

• Advising bank, on receipt of the SFMS message (760 COV), will compare & validate the e_PBG from the validation data base created on basis of advance information received from GeM portal. On positive validation, banker server will update the GeM server by flag “ Y” and thus enabling the buyer to place formal contract on supplier. Unless flag is “Y”, formal contract cannot be placed.

• In case validation failed, error message will be generated with the reason of failure. Accordingly GeM portal will advise supplier for amendment through COV 767 message from issuing bank. On receipt of amendment through SFMS, advising bank will process the input as per above step and update the flag of GeM portal suitably.

• Advising bank will keep on alerting the buyer about the e_PBG such as its expiry etc & if nothing received adversely, capital blocked in form of BG will be released within time frame which will ultimately reduce the cost of procurement.

Memorandum of Understanding · 2020. 4. 22. · Page 1 of 19 Memorandum of Understanding THIS...

Documents

Transcript of Memorandum of Understanding · 2020. 4. 22. · Page 1 of 19 Memorandum of Understanding THIS...