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BHARAT PETROLEUM CORPORATION LIMITED Press Tender Providing Call Centre Services for Managing BPCL SmartLine Tender Reference/CRFQ No.: 1000271478 System ID No.: 19967 Due Date: 19.1.2017 at 14.00 Hours IST

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BHARAT PETROLEUM CORPORATION LIMITED

Press Tender

Providing Call Centre Services for Managing BPCL SmartLine

Tender Reference/CRFQ No.: 1000271478

System ID No.: 19967

Due Date: 19.1.2017 at 14.00 Hours IST

Page 2 of 57

INDEX

SR. NO. DESCRIPTION PAGE #

1 Notice Inviting Tender 3

2 Annexure – I : Bid Qualification Criteria 7

3 Annexure – II : Terms of Reference 9

4 Annexure – III : Template for Submitting the Proposal 18

5 Annexure – IV : Technical Information Form 19

5 Annexure – V : Contract Terms and Conditions 21

6 Annexure – VI : Instruction to Bidders 35

7 Annexure – VII : Proforma for Integrity Pact (IP) 39

8 Annexure – VIII : Proforma for Non-Disclosure Agreement (NDA) 44

9 Annexure – IX : Credential Form 49

10 Annexure – X : Proforma for Price Bid 51

11 Annexure XI : Proforma for Performance Bank Guarantee 52

12 Annexure XII : Declaration Form 54

Page 3 of 57

CRFQ – 1000271478 Date: 30.12.2016

Press Tender for Providing Call Centre Services for Managing BPCL SmartLine

a) Bharat Petroleum Corporation Limited (BPCL) is a Fortune 500 company and a leading Navaratna Public

Sector Company with an all India presence, engaged in Refining, Marketing and Distribution of Petroleum

products through various Oil (POL) Depots, Installations, LPG Bottling Plants, Lube Oil Blending Plants

and Refineries etc. across the country. BPCL is also diversified into Exploration of oil and gas and has an

annual turnover of more than INR 2.5 trillion.

b) BPCL operates through its Strategic Business Units (SBUs) viz. Retail, I&C, Gas, LPG, Aviation, Lubes,

Refineries. Further it has entities viz. E&P, Shared Services & Corporate Finance etc. to support the SBU’s.

BPCL intends to engage a service provider for providing Call Centre services to manage BPCL SmartLine.

For this purpose BPCL is inviting bids. The purpose of this document is to present the requirements of BPCL

and to invite Techno-Commercial and Price bids proposals under the two-part bid tender process from

experienced, able and reputed Call center Service Providers registered in India for selection of the Call center

Services. The proposed contract shall be effective from the date of award of contract and the term of the

proposed contract shall be for three years as per the terms and conditions of this tender from the date of

commissioning extendable by two more years at sole discretion of BPCL.

c) Interested bidders may submit their offer, in two-part bid system, electronically as per the terms and

conditions of this tender.

d) The bidder shall have to submit their quote for the proposal confirming to the Terms of Reference for the

subject job as given in Annexure II.

e) Any consortium, collaboration or joint venture or such similar arrangement is not eligible to participate in

the bidding process

f) BID SECURITY: Bidders shall have to submit an Earnest Money Deposit (EMD) of Rs. 1 lakh. Please

refer clause 8 of Instructions to Bidders (Annexure VI) for more details.

g) INTEGRITY PACT (IP): IP is a pact between BPCL (as a purchaser) on one hand and the bidder on the

other hand stating that the two parties are committed to each other in regard to ensuring transparency and fair

dealings in this procurement activity. Bidders shall have to essentially sign this pact, for participating in this

tender, as per the pro-forma given at Annexure-VII. The salient features of this pact are:

i. Proforma of Integrity Pact shall be returned by the bidder/s along with the bid documents, duly signed

by the same signatory who is authorized to sign the bid documents. All the pages of the Integrity Pact

shall be duly signed. Bidder’s failure to return the IP Document duly signed along with the bid documents

by the bid submission deadline (given on page 1) shall result in the bid not being considered for further

Page 4 of 57

evaluation.

ii. If the bidder has been disqualified from the tender process prior to the award of the contract in accordance

with the provisions of the Integrity Pact, BPCL shall be entitled to demand and recover from the bidder,

Liquidated damages amount by forfeiting the EMD/Bid security as per provisions of the Integrity Pact.

iii. If the contract has been terminated according to the provisions of the Integrity Pact, or if BPCL is entitled

to terminate the contract according to the provisions of the Integrity Pact, BPCL shall be entitled to

demand and recover from the bidder, Liquidated Damages amount by forfeiting the Security Deposit/

Performance Bank Guarantee/ Supply and Performance Guarantee as per provisions of the Integrity Pact.

iv. Bidders may raise disputes/ complaints, if any, with the nominated Independent External Monitor whose

name/ address/ contact numbers are as given below:

1. Name of IEM and E-Mail Id Shri S.S.N Moorthy; [email protected] To be contacted for:

COMPLAINTS

ONLY

2. IEM’s Address GFQ, 1st Floor, B. Block, Summit Apts., Mettupalayam

Road, Coimbatore – 641 043

3. IEM’s Mobile Number 09500998610

1. Name of Procuring Officer-PO Ravi R Sahay

To be contacted for:

All Other

Clarifications/ Details

Regarding This Tender

2. PO’s email ID [email protected]

3. PO’s Office Address

BPCL, 2nd Floor,

Bharat Bhavan II, 4&6 Currimbhoy Road,

Ballard Estate,

Mumbai - 400 001

4. PO’s Contact Number 022-2271 4213

h) STRUCTURE OF THE RFQ: It is a Two-Part-Bid E-Tender, having Techno-Commercial Bid and Price

Bid. Please visit the website https://bpcleproc.in for online participating in this tender and submitting bid.

The E-Tender consists of the following annexures. Bidders have to carefully study the same for easy

participation:

I. Bid Qualification Criteria (Annexure - I)

II. Terms of Reference (Annexure - II)

III. Template for Submitting the Proposal (Annexure - III)

IV. Technical Information Form (Annexure - IV)

V. Contract Terms and Conditions (Annexure - V)

VI. Instruction to Bidders (Annexure VI)

VII. Proforma for Integrity Pact (IP) (Annexure – VII)

VIII. Proforma for Non-Disclosure Agreement (NDA) (Annexure VIII)

IX. Credential Form (Annexure IX)

X. Proforma for Price Bid (Annexure - X)

XI. Proforma for Performance Bank Guarantee (Annexure - XI)

XII. Declaration Form (Annexure XII)

Page 5 of 57

i) PRE-BID MEETING: A pre-bid meeting has been arranged on 6th January 2017, 10:00 hours IST at the

following address:

Bharat Petroleum Corporation Limited,

Symphony Hall (Bharat Bhavan III)

4 & 6, Currimbhoy Road,

Ballard Estate, Mumbai - 40001

Parties desiring to attend the pre-bid meeting are requested to send a prior intimation to the undersigned.

j) BID SUBMISSION: The Bidders are requested to refer Annexure-VI for Bidding Process for E-Tender and

may also consult our service provider M/s. E-Procurement Technologies Ltd. (ETL). Bidders have to

necessarily log on to our site https://bpcleproc.in and search for the Tender/ System Id (given on Page-1)

for participation and submitting the E-Bid.

k) LAST DATE FOR BID SUBMISSION: Your bid should be submitted online on or before the due date i.e.

19th January 2017, 14.00 hours IST. Bids/ Offers shall not be permitted in E-Tender System after the tender

due date/ time. Hence, no bid can be submitted after the due date and time of submission has elapsed. Bidders

are advised in their own interest to ensure that their bids are submitted in E-Procurement System well before

the closing date and time of bid submission. No manual bids/ offers along with electronic bids/ offers shall

be permitted. Bids not in the prescribed format, are liable to be rejected.

l) DIGITAL SIGNATURE: The tender documents along with Annexure thereto and Price Bids shall be

required to be digitally signed with a Class II B or above digital signature by the authorized signatory. The

authorized signatory shall be:

I. Proprietor in case of proprietary concern.

II. Authorized partner in case of partnership firm.

III. Director, in case of a Limited Company, duly authorized by its Board of Directors to sign.

If for any reason, the proprietor or the authorized partner or director as the case may be, are unable to digitally

sign the document, the said document should be digitally signed by the constituted attorney having full

authority to sign the tender document and a scanned copy of such authority letter and also the power of

attorney (duly signed in the presence of a Notary public) should be uploaded with the tender. Online

submission of the tender under the Digital Signature of the authorized signatory shall be considered as

token of having read, understood and totally accepted all the terms and conditions of this tender.

m) Bidders, on the Black/Holiday List of BPCL/MoP&NG/Oil PSE shall not be considered. BPCL reserves the

right to accept or reject any or all the Offers at their sole discretion without assigning any reason whatsoever.

BPCL’s decision on any matter shall be final and any vendor shall not enter into correspondence with BPCL

unless asked for. BPCL may call for additional documents if required. BPCL would also consider information

already available with them regarding Vendor’s credentials.

n) SUPPORT DESK: In case of any clarification pertaining to E-Procurement Process, the vendor may contact

ETL on Contact Numbers and E-Mail Ids, as appended below.

I. All India : +91 79 4001 6868

[email protected]

II. CPO(M) Office :Satyanarayan Behera (022-24176419)

[email protected]

: Shyam Kale (022-24176419)

[email protected]

: 022-2776 4464

Page 6 of 57

o) For clarifications, if any, please feel free to contact us on any working day between 10:00 am to 4:00 pm:

Team Leader (Analytics): Ravi R Sahay - 022-2271 4213

[email protected]

OFFICE ADDRESS: BPCL, 2nd Floor

Bharat Bhavan II

4 & 6 Currimbhoy Road,

Ballard Estate, Mumbai - 400 001

Thanking you,

Yours faithfully,

For Bharat Petroleum Corporation Ltd.

Ravi R Sahay

Team Leader (Analytics)

Page 7 of 57

ANNEXURE – I

BID QUALIFICATION CRITERIA

CRITERIA 1: PROVEN TRACK RECORD

i) The Bidder must be in the business of providing call center services registered in India, for at

least last three consecutive full calendar years i.e. 2014, 2015 and 2016

ii) The bidder should have executed a contract for at least 100 seats from a single client for domestic

operations (inbound and outbound or combined) at any of its centers within India for a

continuous 12 months period in the last TWO years from the due date of bid submission. A seat

here is defined in terms of operational workstations/consoles where call center agents/executives

can work within a call center

iii) Call center from where the bidder proposes to bid against this tender should be located within

the municipal limits of Mumbai/Navi Mumbai/ Thane/ Kalyan/ Vasai/Virar and should have at

least 100 operational seats being billed for at least last 12 months as on date of bid submission

Documents required:

Vendors to submit/ upload following document/s in support of their claim:

i) Certificates from Bidder’s clients for receiving call center services covering the entire period of

Jan 2014 to Dec 2016

ii) Invoices / reference letter/certificate indicating that at least 100 seats for domestic operations

(inbound, outbound or combined) were managed for a single client for any continuous 12 months

period in the last TWO years from the due date of bid submission

iii) Declaration letter mentioning the address of the facility and invoice/client reference letter (from

one or more clients) to validate that the number of operational seats from the same facility as

mentioned in the address is not less than 100 and is operating for at least last 12 months

CRITERIA 2: TECHNICAL CAPABILITIES

i) Bidder should have a valid ISO 9001 and/or PCMM Level3 (or above) certification for the call

center process

ii) Bidder should have a valid ISO 27001 certification for the call center process

iii) The call center technology solution deployed by the bidder should be one of the solutions as

listed in Gartner Magic Quadrant Report for Call Centre Infrastructure 2016

Documents required:

Vendors to submit/ upload following document/s in support of their claim:

i) Certified Copy of a valid ISO 9001 and/or PCMM Level3 (or above) Certificate

ii) Certified Copy of a valid ISO 27001 Certificate

iii) Declaration letter from Call Centre Technology solution provider stating that the bidder is the

licensee and has deployed the solution for at least one of its client for any continuous 12 months

period in the last THREE years from the due date of bid submission

Page 8 of 57

CRITERIA 3 : FINANCIAL CAPABILITY

i) Bidder should have achieved a Minimum Average Annual Financial Turnover of INR 2.1 crores

as per the Audited Financial Statements (including Balance sheet and Profit and Loss Account),

during the previous available THREE consecutive accounting years prior to the due date of bid

submission

ii) Net worth of the vendor should be positive as per the latest available Audited Financial

Statements. The Net worth is defined as TOTAL ASSETS MINUS TOTAL LIABILITIES

Documents required:

Audited Balance Sheets and Profit & Loss accounts of the vendor for the previous available three consecutive

accounting years prior to the due date of bid submission (English language only).

Page 9 of 57

ANNEXURE – II

TERMS OF REFERENCE

The successful bidder shall have to perform the following activities as per the scope of work given below:

1. Scope of Work:

1.1. Set-up an integrated contact center (ICC) for BPCL with following functionalities:

Nature of Service Minimum Requirement of

Seats Expansion up to

Inbound calls 55 75

Social Media/Email/Chat 5 10

Outbound calls 15 40

GRAND TOTAL 75 125

1.1.1. BPCL reserves the right to either decrease the seat requirement below the minimum requirement

or increase the seat requirement over and above as mentioned in above table by giving 45 days’

advance notice for the same.

1.1.2. Tentative Timing for Inbound calls :

1.1.2.1. Morning shift (8 AM – 4 PM)

1.1.2.2. Evening shift (4 PM – 12 AM)

1.1.2.3. Night Shift (12 AM – 8 AM)

1.2. Integrating CTI software with BPCL’s CRM software. A single screen to be provided to agents to access

both CTI as well as BPCL CRM

1.3. Coordination regarding installation, transfer, routing, mapping, and troubleshooting of the toll free

number as well as PRI lines shall be handled by the bidder. Any document/ letter in this regard will be

issued by BPCL.

1.4. Existing Toll Free numbers – 4 numbers to be mapped

1.5. Existing PRI lines to be mapped – 10 numbers (with a capacity to add additional 5 PRI lines)

1.6. Customer Handling :

1.6.1. Receive in-bound voice calls, emails, sound files, and social media interactions; enter details in

BPCL provided web-based CRM package.

1.6.2. Check status of complaints in CRM package & inform inbound callers accordingly.

1.6.3. Check CRM and initiate outbound calls (about 20%) as indicated in CRM package and enter

feedback in CRM package.

1.6.4. Initiate outbound calls for marketing campaigns and specific promotional offers as advised by

BPCL.

Page 10 of 57

1.6.5. Receive in-bound voice calls for customers interested in Bharatgas mini connection and refill

requests

1.6.6. Call conferencing facility to connect the customers on call with the field staff if required.

1.6.7. IVRS based system to assess customer satisfaction with the response provided by the CCAs.

1.6.7.1. How happy are you with the customer service representative you spoke to?

1.6.7.2. How happy are you with the outcome of your call/interaction?

1.6.8. Provide in-house training to call center agents periodically, as mutually agreed, as follows:

1.6.8.1. To new agents

1.6.8.2. To existing agents as refresher.

1.6.8.3. To existing agents as & when new services are launched by BPCL or existing services are

updated.

1.7. MIS Reports

1.7.1. Generate Daily / Weekly / Monthly statistics reports to BPCL.

1.7.2. Recording 100% in-bound as well out-bound calls for audit trail for six months & retrieving &

making available the data as & when required by BPCL.

2. Expansion : On demand, successful bidder is required to provide following services utilizing existing

resources:

2.1. Other Voice and non-voice services (at no extra cost):

2.1.1. Calling back the customers from a consolidated list of SMSs & updating the CRM

2.1.2. Updating CRM from web-form provided on corporate web-site / sub-sites of BPCL

2.1.3. Updating CRM on the basis of sound files received as emails

2.1.4. Updating CRM with customer interactions thru social media platforms, interactive chat

windows on BPCL and partner websites

2.1.5. Handling customer call related to new business themes such as:

2.1.5.1. Shopongo (Ecommerce food and grocery business)

2.1.5.1.1. Shopongo [Urban Household Solutions (UHS)] aims to be an omni-channel (physical

and digital) solution fulfilling regular food and grocery needs of urban customers.

BPCL aims at utilizing its existing connect with vast customer base and extensive

dealer and distributor network to provide this offering. The offering will be based on

the convenience, assured quality and timely delivery as per customers’ preference.

2.1.5.2. FleetGenie (Fleet Management solutions)

2.1.5.2.1. FleetGenie [Integrated Fleet Management (IFM)] is an end-to-end services for fleet

owners as well as vehicle drivers across the business value chain. Today fuel amounts

to 45-50% of a fleet owner's expenses and the rest of the expenses are fragmented

across multiple service providers and have significant pain points. IFM envisions

leveraging its relationship with fleet owners for providing one touch point for most

of their requirements and pain points. Integrated Fleet Management will offer end-to-

end services for commercial vehicle owners and shippers through a digital platform

for freight exchange, vehicle maintenance services, drive management, operation

management services, finance inclusion and driver services.

2.1.5.3. Happy Roads (Personal Travel Offering)

2.1.5.3.1. Personal Travel Offering is a comprehensive set of services to meet travel needs of

customers during the travel as well as between the travels. With this offering, BPCL

Page 11 of 57

envisages to become the one stop solution for destination discovery and trip assurance

thus helping customers plan their weekend getaways. The customer can choose a

curated destination and plan his journey. The customer will be provided with trip

assurance through allied services like Road Side Assistance (RSA); self-drive cars,

home stays, fueling stations, car maintenance and insurance. BPCL, through its

physical network and digital platform, intends to become an end-to-end partner for

road travelers.

2.1.5.4. Umang (Rural Market Place)

2.1.5.4.1. Rural Market Place initiative, brand named “Umang”, has been conceptualized as a

bouquet of services at Retail outlets catering to Rural Market Segment. Various

offerings in this initiative include Assisted E-Commerce, Financial & Allied services,

Vocational training and 2W servicing at retail outlets and LPG Gas agencies.

3. Place

The Call center shall have be located within the municipal limits of Mumbai, Navi Mumbai, Thane,

Kalyan-Dombivali, and Vasai-Virar.

4. Language

4.1. The call center would be required to provide inbound/outbound services in Hindi, English, Tamil,

Telugu, Kannada, Malayalam, Bengali, Oriya, Marathi and Gujarati.

4.2. Based on city of call origination, a caller would get the option of Hindi, English, and regional languages.

4.3. BPCL reserves the right to either introduce a new language or discontinue any of the existing regional

languages during the period of contract.

5. Software

5.1. BPCL will provide necessary web based CRM package to register a customer’s complaint/query and it

will be installed at BPCL data center.

5.2. The successful bidder would be accessing the CRM package through internet. The required internet

bandwidth would be minimum 10Mbps and the fixed and recurring cost for the same is to be borne by

the bidder.

6. Recruitment & Qualifications:

6.1. All pre‐ requisites for recruitment such as advertisement, interview etc. would have to be carried out

by the Bidder. The Bidder must ensure that the workforce recruited fulfils all the criteria specified by

BPCL and possess bonafide certificate for the same. No compensation would be paid by BPCL for

this process.

6.2. The minimum qualifications of a Call center Agent (CCA) should be as follows:

6.2.1. CCAs must be proficient in both spoken and written English. To qualify for the post of CCA,

candidates must pass the language proficiency test (both written and spoken) conducted as per

BPCL requirement.

6.2.2. The bidder has to adhere to the selection process as mentioned below for BPCL process

Criteria I Educational Qualification Minimum 12th pass

Criteria II Work Experience Minimum 12 months in an inbound/outbound process

Criteria III Language Proficiency Test

(Written – only English

& Spoken – All supported

To be designed by the bidder using the computer enabled

system for testing the written and spoken communication

skills of the CCA.

Page 12 of 57

languages for which CCA is

selected) The bidder also needs to design language proficiency test

for translation from non-English language to English

language for all the selected CCAs.

Scores to be available in real time to BPCL through web-

system enabled process.

Criteria IV Computer Typing Test All CCAs must have a minimum typing speed of 28 wpm

in English language. Only 3 attempts be given for the

agents to give the test and average scores to be

calculated.

Criteria V Final Interview BPCL will play a major role in ensuring only qualified

CCAs are appointed by the bidder for BPCL call centre

services.

7. Training

The bidder has to provide mandatory soft-skills (including voice & accent) as well as other necessary trainings to

all CCA before the functional training on BPCL process. It is mandatory for the bidder to employ only certified

voice & accent and soft-skills trainers for training CCA for BPCL process.

BPCL will provide the 1st time training to the 1st batch of CCAs and other staff handling BPCL process being

recruited by shortlisted bidder. The bidder has to adhere to following:

7.1. BPCL will provide a 3-day training to the 1st batch of CCAs and other staff working on BPCL

process at the facility arranged by the shortlisted bidder.

7.2. The training facility must have the audio-video arrangements for execution of training

7.3. The training facility must have the shared workstation for training on BPCL CRM

7.4. All CCAs will have to quality the written test with minimum 90% marks for them to work on BPCL

process to handle live calls.

7.5. The bidder has to manage and execute all future trainings to be provided to CCAs and other staff

during the duration of contract.

8. Facility for BPCL Staff at Contact Center

There will be a resource person from BPCL who will interact with call center on a daily basis with periodic visits

to liaise/supervise/monitor/ handle call escalation etc. The BPCL resource must be provided with all required

infrastructure including internet connectivity, headphone with call barge‐ in facility, screen/voice/ACD

monitoring facility with proper office space.

Further, BPCL designated officials must be given remote access through Internet to monitor the functioning such

as ACD monitoring, floor monitoring, CCA performance, voice recordings, web-based reports and interactive

visual dashboards etc. at the Call center.

9. Business Continuity

BPCL currently has an agreement for inbound calls with a bidder based in Navi Mumbai. The shortlisted bidder

has to submit the transition plan to migrate to new platform and facility with “ZERO” disruption of services with

respect to following areas:

9.1. Toll-free services

Page 13 of 57

9.2. IVRS based call handling

9.3. Diversion of call traffic at the shortlisted bidder’s premises

9.4. Trained CCA at the time of Go-Live date

10. Customer Satisfaction Audit

10.1. Provision must be available for IVR based customer satisfaction audit. The reports of the same

would have to be generated periodically as per BPCL requirement.

10.2. The IVR system should prompt customer to rate the CCA on a scale of 1 to 10 and respective ratings

must be mapped in the system

11. Disaster Recovery

The bidder is required to have an effective Disaster Recovery system in place. In case of any breakdown of service

due to Bidder’s deliverables and IT infrastructure failure, the functions carried out from the affected location must

be made operational at the same location or at the other location in the degraded mode as per the following matrix.

Time Frame Level of service

Within four hours 100% of incoming calls for gas leakage and fire complaints

Within eight hours 50% of incoming calls

Within twenty four hours 100 % full services

12. Facilities

The following basic facilities must be available in the Call center

Facility Minimum Requirements

Location/Space Call center services are to be provided from a single physical location and on

a single continuous floor with access control

Facility Usage Dedicated Work Stations as the scope involves 24*7 operations.

Training Rooms and

Equipment

Availability of Training Rooms with capacity of not more than 30

participants per batch along with all required connectivity facility such as

projector and screen, workstation computers, sound system, whiteboard,

should be available.

Video Conferencing Conference room with 24X7 video conferencing facility available at the contact

center.

Power back‐ up UPS with Automated Generator Back‐ up for Un Interrupted power

supply.

Page 14 of 57

13. Other Mandatory Requirements:

13.1. All Team supervisors, Process Managers, Quality Audit Managers etc. should have a minimum

2 years of work experience in the same profile. Also minimum 1 year of the 2 year work

experience must be with the bidder in the same profile. This condition is applicable for the

transition and Go-Live period.

13.2. CCAs working on BPCL processes must be housed in a separate room/portioned area and have

no disturbance from other processes or work areas etc.

13.3. CC TV with recording facility of the entire BPCL area on 24 x 7 basis

13.4. All recording of IVR options, product information must be by professionals at no extra cost to

BPCL

13.5. IVR recordings can be revised by BPCL at any given point of time during the period of contract.

Bidder has to ensure the IVR recordings by professionals at no extra cost to BPCL.

13.6. New IVRS menu can be added by BPCL at any given point of time during the period of contract.

Bidder has to ensure the IVR recordings by professionals at no extra cost to BPCL.

13.7. IVR tree must have provision to create multiple options having multiple sub levels.

13.8. Noise attenuating headsets with respect to noise rejection, receiving sensitivity and microphone

output to all the CCAs

13.9. Dedicated Call monitoring and barge – in facility to the BPCL designated officials in addition

to the Team Leaders, Floor Managers etc.

13.10. Incorporating all necessary information and circulars in the intranet to be used as Ready

Reckoner.

13.11. Bidder to always ensure that valid OSP license for operating of call center services is available

with the bidder. The bidder should renew the license from time to time and submit the attested

copy of OSP license to BPCL. BPCL will not be liable for any charges accruing as a result of

non-renewal of OSP license and for renewal of license

14. Key Performance Indicators for Service Level Agreement (SLAs)

14.1. System Availability

Availability is defined as the amount of time, if a customer had called, his call would have been attended to

by an agent at the call center. It excludes any and every form of downtime which might prevent a caller's call

from being answered.

Objective To ensure that the period in which no customer could have been serviced is not more

than 0.5% of the total period.

Definition

This is measured as Total down time minutes / Total minutes in a month.

For example, if there were 2 hours in July when a customer's call could not

have been answered, availability will be

[100- {120/ (31days x 24 hours x 60 minutes)}x 100 ]=99.73%

Data Capture

System availability should be captured by the IT systems at the Call center. Period

of non-availability should be clearly split by causes i.e. power failure, network

downtime, telecom link failure, manpower failure, hardware downtime etc

Measurement Interval Daily

Reporting Period Monthly

Measurement for Service

Level System availability value for month

Page 15 of 57

14.2. Call Queue Waiting Time

Objective To ensure that not less than 90% of calls requesting to speak with an agent are

attended to within 60 seconds

Definition

This is measured as the waiting time in Automatic Call Distributor (ACD)

queue after pressing prescribed digit to talk to the agent but before being

answered by the agent.

Data Capture This will be captured from the time the customer has keyed the relevant

number in the IVR option menu, for speaking to an agent.

Measurement Interval Daily

Reporting Period Monthly

Measurement for Service Level Percentage of call attended within 60 seconds

14.3. Correct tagging of all inbound interactions

Objective To ensure that all inbound interactions are tagged correctly in BPCL CRM so

that it reaches the right person within BPCL

Definition

This is measured on the basis of BPCL CRM reports on incorrect tagging of

interactions. The incorrect interactions will have to be corrected in BPCL CRM in

terms of mapping for correct place/business unit/category etc.

Data Capture Based on the data captured in BPCL CRM.

Measurement Interval Daily

Reporting Period Monthly

Measurement for Service Level No of call wrongly tagged

14.4. Call Abandonment Rate (At agent level)

Objective To ensure that not more than 3% of calls requesting for an agent go

unattended.

Definition This is measured as: Number of calls abandoned on ACD/Number of calls

which reached ACD

Data Capture The number of calls requesting for agents and the number of calls which

are answered by the agents, both, would need to be captured

Measurement Interval Daily

Reporting Period Monthly

Measurement for Service Level Call abandonment rate (on ACD)

Page 16 of 57

14.5. Call Quality Score

Objective

To measure the quality of calls being handled by the agents and ensure

that certain standards are adhered to during the calls with respect to

quality of information provided, diction, language, politeness etc.

Definition This is measured by scoring a random sample of calls on pre-defined

parameters, as mentioned in Annexure III

Data Capture

A composite score calculated on the basis of

Avg. of Quality score of minimum 250 calls audited by bidder’s team on

Quality Score parameters every month. Data for calls to be audited will

be shared by BPCL.

a) IVRS based customer satisfaction ratings captured by call center for

20% of total inbound callers.

Measurement Interval Daily/Monthly

Reporting Period Monthly

Measurement for Service Level Score on Call Quality as calculated above

14.6. Short login of Agents

Objective To ensure the ordered number of agents are provided by Bidders for

inbound/outbound services on each day

Definition This is measured by tracking the total number of agents

which are present at the Call center on each day

Measurement Interval Daily

Reporting Period Daily

Measurement for Service Level %age of total agents present any day

15. IT/Call Infrastructure

The CTI, IVR, IP PBX and ACD should be from the same OEM. The proposed solution from the Bidder

must be vetted and endorsed by the Call center Solution Provider and OEM. Necessary letter from the

OEM should be enclosed for CTI, IVR, IP PBX and ACD and the same should be a part of the technical

bid.

15.1. IP-PBX and IP telephony, Automatic Call distribution.

Some of the features are as mentioned below.

15.1.1. Intelligent Routing

15.1.2. Queue optimization routing – In case of threshold of defined queue and wait time, call

should be routed to another queue or ACD group.

15.1.3. Time based routing

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15.1.4. Routing based on longest idle time

15.1.5. Routing based on agent quality score in internal audits

15.1.6. CLI/ DNIS based routing

15.1.7. Call prompting

15.1.8. Skill based routing

15.1.9. Multiple skills assigned to an agent.

15.1.10. Rules based routing

15.1.11. Routing of calls based on agent’s attributes

15.1.12. Call transfer from/to agent to Supervisor / Manager‐ within the site / to any other site

15.1.13. Remote monitoring to access ACD reports.

15.1.14. Priority based routing, CRM Database directed routing

15.1.15. Call forward support.

15.1.16. Call blending based on the call flow

15.1.17. Integration with all CTI enabled equipment

15.1.18. System should inform the caller the status of the queue e.g. duration of expected hold time,

no of callers presently in queue etc.

15.1.19. Music / messages on hold (minimum 4 each)

15.1.20. Inbuilt resiliency & capability of high availability telephony environment.

15.1.21. Monitoring and reporting capabilities.

15.2. Interactive Voice Response (IVR)

15.2.1. All incoming calls should be routed through IVR.

15.2.2. Should support networked IVR (multi‐ site interconnected IVR).

15.2.3. Support Multiple Levels (Minimum six)

15.2.4. Integration with CRM, CTI

15.2.5. The Bidder must agree to get the IVR prompts in different languages recorded by professional

as per BPCL requirements.

15.2.6. IVRS should have the capability to route calls to any of the 3rd party call centres of BPCL in

any part of the country.

15.3. Voice logger and quality monitoring

15.3.1. The Bidder should provide 100 % automatic recording of all incoming and outgoing

conversation calls for six months and to be stored in a database and application for search and

retrieval of recordings on various parameters such as Agents ID, Date or time etc.

15.3.2. The bidder should provide remote access to BPCL to access and download recording as & when

required by BPCL.

*******

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ANNEXURE III

TEMPLATE FOR SUBMITTING THE PROPOSAL

The Technical Bid proposal of the bidder should cover the following:

1. Bidder’s understanding of BPCL’s expectation

2. Overall approach and the methodologies including approach for transition and operations to be adopted

by the bidder

3. Proposed Infrastructure as listed under various points under facilities, mandatory requirements and

IT/Call Infrastructure and other related heads of this document like

3.1. Scope of services covered: Inbound calls, Outbound calls, IVR

3.2. Design of IVR flows (Sample recordings etc.)

3.3. Competence of agents, Team Supervisors, Process Managers & recruitment

3.4. Quality management of agents

3.5. Monitoring and reporting of SLAs

3.6. Capability to scale up the operations in shortest span of time

4. Physical infrastructure adequacy in terms of suitability of location, physical and data security, power

backup, environmental protection, telecom infrastructure and other details like

4.1. Quality of premises and amenities

4.2. Training facilities and resources

5. Proposed Technology solution as listed under various points of this document like

5.1. Technologies used - hardware, software, applications, telecom expertise

5.2. Functioning of different channels

5.3. Capability of seamless dataflow through CRM integration with BPCL

6. Robustness of Implementation Plan, detailing including risk mitigation, practicality etc

6.1. Security, backup and data practices

7. Analytics, MIS, reporting & forecasting abilities. Reporting team, reporting tools used, nature of reports

and dashboards, capacity management methods, types of analysis

7.1. Reports produced for clients

7.2. Capability of web-based reports and interactive visual dashboards

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ANNEXURE IV

TECHNICAL INFORMATION FORM

The bidder will have to comply with all the below technical requirements. Disagreement to any of the below

points will result in the disqualification of the bidder and the bids of such bidders will not be considered for

awarding the tender.

S/No Mandatory Technical Requirements Compliance

(Yes/No)

Details of offered

Technical solution

(Please attach

necessary

documents)

Remarks

1 Capability of handling Service enquiries from

1.1. Inbound calls

1.2. Outbound calls

1.3. Consolidated SMSs from Service Provider

1.4. E-Mails

1.5. Web-forms

1.6. Web-Chats

1.7. Social Media interactions

1.8. Blogs or web-communities

2 Capability of Call center Agent stations to record

transactions in text format using a standard web browser.

All data storage and fetching of data will be from BPCL

servers using internet facility.

3 Capability of integrating Dialer with BPCL CRM

Software on a single screen

4 CTI, IVR, IP PBX, and ACD to be provided from the same

OEM

5 Capability of recording & storing inbound & outbound

calls for six months

6 Capability of providing individual voice recordings in real

time level to BPCL officials at any location All India

through web-logon

7 Capability of routing the calls on the basis of Internal

Quality audit scores for individual Agents

8 Intelligent automated outbound call logic to initiate an

automated call in case of emergency calls to customers

after a pre-defined period

9 Bidder to provide only certified voice & accent as well as

soft-skills trainer for BPCL process

10 Bidder to provide Team Leaders, Process Managers,

Quality Audit teams, with minimum 2 years of work

experience out of which 1 year to be mandatorily with

bidder in the same profile as mentioned in the point 12

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here.

11 IVRS based system to assess customer satisfaction on the

response provided by CCAs

12 Capability to provide IVR based language options to

callers on the basis of origination of call. For e.g. If a

customer is calling from Chennai he/she should get

English, Hindi and Tamil as language to be selected and

so forth

13 Adherence to 5-step selection process of CCAs as

mentioned by BPCL in RFP document

14 Capability to handle seamless transfer of call center

operations from existing bidder without disruption of

services

15 Capability to provide IVR recordings in a professional

setup at no extra cost

16 Voice Logger for recording calls

17 Capability to provide Screen Recording facility of Agent

desktops on demand by BPCL

18 Language Support (Hindi, English, Tamil, Telugu,

Kannada, Malayalam, Bengali, Oriya). Option to

introduce additional languages at the advice of BPCL

19 Internet Connectivity (10 Mbps)

20 Power Back-up with Adequate Genset capacity

21 In-house video conferencing facility to communicate with

BPCL representatives

22 Capability of producing BI reports to measure all SLAs

and providing direct access to these reports to BPCL

through a web-based system

23 Capability to create web based interactive dashboards on

KPIs as defined by BPCL

24 Capability of call center technology to receive, record and

tag all interactions coming from phone, sms, email, sound

files, chat, social media platforms

25 CCAs working on BPCL processes must be housed in a

separate room/portioned area and have no disturbance

from other processes or work areas etc.

26 CC TV with recording facility of the entire BPCL area on

24 x 7 basis

27 All recording of IVR options, product information must be

by professionals at no extra cost to BPCL

28 Dedicated Call monitoring and barge – in facility to the

BPCL designated officials in addition to the Team

Leaders, Floor Managers etc.

29 Call Conference facility to connect customers with field

staff on live calls

30 Acceptance of all SLAs and penalty clauses attached with

each of the SLA

Page 21 of 57

ANNEXURE – V

CONTRACT TERMS AND CONDITIONS

DEFINITION OF TERMS

In the contract documents as herein defined where the context so admits, the following words and expressions

will have following meanings:

(a) “The Owner/Company/BPCL” means the Bharat Petroleum Corporation Limited, incorporated in India

having its registered office at 4 & 6, Currimbhoy Road, Ballard Estate, Mumbai - 400 001 or their successors

or assigns

(b) “The Service Provider” means the person or the persons, firm or Company whose tender has been accepted

by the Owner and includes the Service Provider’s legal representative, his successor and permitted assigns.

(c) The “Managing Director” shall mean the Chairman and Managing Director of the Bharat Petroleum

Corporation Limited or his successor in office designated by the Owner.

(d) The “Officer-in-Charge” shall mean the person designated as such by the Owner and shall include those

who are expressly authorized by the Owner to act for and on his behalf for operation of this contract.

(e) The “Work” shall mean the works and/or services to be executed in accordance with the contract or part

thereof as the case may be and shall include extra, additional, altered or substituted works and/or services as

required for purpose of the contract.

(f) The “Contract Document” means collectively the Tender Document, Terms of Reference, agreed variations,

if any, and such other document constituting the tender and acceptance thereof.

(g) The “Contract” shall mean the Agreement between the Owner and the Service provider for the execution of

the works including therein all contract documents.

(h) The “Terms of Reference” shall mean the various works to be carried out, reports to be generated and

commercial documents to be created in line with the law, as detailed in the tender document

(i) The “Tender” means the tender submitted by the Service provider for acceptance by the Owner.

(j) The “Variation Order” means an order given in writing by the Officer-in-Charge to effect additions to or

deletion from and alterations in the works.

(k) The “Completion Certificate” shall mean the certificate to be issued by the Officer-in-Charge to the Service

provider when the works have been completed to his satisfaction.

(l) The “Period of Liability” in relation to a work means the specified period during which the Service provider

stands responsible for rectifying all defects that may appear in the services.

1. SUPPLY OF SOFTWARE AND ITS LICENCING

The service provider shall provide all requisite software and allied facilities needed for implementation of

this solution at no extra cost.

The software and allied facilities so provided should be in line with the Terms of Reference detailed in

Annexure I.

1.1. Post Go-Live, the Technology Solution should be supported by the bidder during the contractual period.

1.2. After the lapse of this contract, BPCL may enter into a separate agreement for the Support & Services

of the Technology Solution at mutually agreed terms and conditions.

1.3. Support to be provided / arranged by the successful bidder only.

1.4. The support (Proactive & Reactive) should be offered through a combination of channels viz.

telephonic, remote or onsite support (if situation warrants), at the same SLAs as approved in the

response to RFP.

1.5. A single point contact should be nominated to ensure proper delivery of the support & services.

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2. PERFORMANCE OF DUTIES AND SERVICES BY SERVICE PROVIDER

2.1. Service provider shall perform its Services in full accordance with the terms and conditions of the

Contract and any applicable local laws and regulations and shall exercise reasonable professional skill,

care and diligence in the discharge of the said work.

Service provider shall in all professional matters act as a faithful advisor to OWNER, and will provide

all the expert commercial/technical advice and skills which are normally required for the class of

Services for which it is engaged.

Service provider, its staff, employees shall carry out all its responsibilities in accordance with the best

professional standards.

Service provider shall prepare and submit documents /reports etc. in due time and in accordance with

the Tender Conditions.

2.2. Service provider will maintain for the performance of the Contract, personnel as determined to be

responsible for carrying out this job and such persons shall not be replaced or substituted without written

approval of OWNER.

3. PRIORITY OF WORKS

OWNER reserves the right to fix up priorities which will be conveyed by Officer-in-charge and the Service

provider shall plan and execute work accordingly.

4. INTELLECTUAL PROPERTY RIGHTS

Accessibility to the documents/system of Owner shall be provided to the Service provider for performing

the necessary activities as per requirement. The Service provider should maintain secrecy and should not

divulge any information to any person/Organization in India or abroad.

5. REPORT / PRESENTATION

The Service provider will submit copies of report, analysis from time to time as required during execution

of the work for comments of OWNER. The scope of work involves giving presentation to Senior

Management of OWNER as required for understanding of various activities and strategies to be finalized

during the course of execution of this work.

6. Right to Audit: BPCL reserves the right to audit or inspect work performed by the vendor. BPCL may

participate directly or through an appointed representative, e.g., Mutually Agreeable external auditor, in order

to verify that the tasks related to this project have been performed in accordance to the procedures indicated.

7. SIGNING OF THE CONTRACT

The successful bidder shall be required to execute an agreement within a period of 10 days of the receipt by

him of the notification of acceptance of tender. The payment will not be processed till the time the agreement

is executed.

8. MODIFICATION

Any modification of or addition to the contract shall not be binding unless made in writing and agreed by

both the parties

9. RECTIFICATION PERIOD

All services shall be rendered strictly in accordance with the terms and conditions stated in the Contract.

No deviation from such conditions shall be made without OWNER’S agreement in writing which must be

obtained before any work against the order is commenced. All services rendered by Service provider

pursuant to the Contract (irrespective of whether any information has been furnished, reviewed or approved

by OWNER) are guaranteed to be of the best quality of their respective kinds.

10. INTERPRETATION OF CONTRACT DOCUMENT

10.1. Except if and to the extent otherwise provided by the Contract, the provisions of the Contract Terms

and Conditions shall prevail over those of any other documents forming part of the contract. Several

documents forming the contract are to be taken as mutually explanatory. Should there be any

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discrepancy, inconsistency, error or omission in the contract or any of the matter may be referred to

Officer-in-Charge, who shall give his decisions and issue to the Service provider instructions directing

in what manner the work is to be carried out. The decision of the Officer-in-Charge shall be final and

conclusive and the Service provider shall carry out work in accordance with this decision.

10.2. Singular and Plural: In these contract documents unless otherwise stated specifically, the singular shall

include the plural and vice-versa wherever the context so requires. Words indicating persons shall

include relevant incorporated companies/ registered as associations/ body of individual/ firm or

partnership.

10.3. Notwithstanding the sub-division of the documents into these separate sections and volumes every part

of each shall be deemed to be supplementary to and complementary of every other part and shall be

read with and into the contract so far as it may be practicable to do so.

10.4. Wherever it is mentioned in the Terms of Reference that the Service provider shall perform certain work

or provide certain facilities, it is understood that the Service provider shall do so at his own cost.

11. PERFORMANCE SECURITY DEPOSIT/RETENTION MONEY:

To ensure performance of the contract and due discharge of the contractual obligations, the successful

Service provider will have to provide security deposit of 10% of the contract value.

This Security deposit may be furnished in the form of an Account payee Demand Draft payable to BPCL or

Bank Guarantee in the format prescribed as Annexure XI. The service provider shall have the option to

adjust any Earnest Money Deposit- (EMD) if paid by demand draft towards security deposit if he so desires

or otherwise if submitted by way of bank guarantee the validity of the same to be extended suitably as

advised by BPCL. In the case of security deposit submitted in the form of Bank guarantee, the Bank

Guarantee shall be valid and remain in force till the contractual completion period and with a claim period

of six months thereafter.

In case the successful service provider is not furnishing the performance security deposit as referred above

on award of the job, the same shall be deducted from each running account bills at the rate of 10% of bill

value till overall security deposit of 10% as mentioned above is collected. The security deposit will be

retained till the successful completion of the work. This retention money/Bank guarantee held shall be

released after the expiry of the contract period provided that any delay, lack of performance, breach of

agreement and/or any default under this contract appearing during that period are corrected by the service

provider.

All compensation or other sums of money payable by the service provider to the Owner under terms of this

contract may be deducted from his security deposit/retention money or from any sums which may be or may

become due to the Service provider by the Owner on any account whatsoever. In the event of his security

deposit/retention money being reduced by reasons of any such deductions, the service provider shall within

ten days thereafter make good any sum or sums, which may have been deducted from his security

Deposit/retention money. No interest shall be payable by the Owner from sum deposited as security

deposit/retention money.

The security deposit shall be held by the Owner, as security for the due performance of the service provider’s

obligations under the contract, provided that nothing herein stated shall make it incumbent upon the Owner

to utilize the security deposit/retention money in preference to any other remedy which the Owner may have,

nor shall be construed as confining the claims of the Owner against the contractor to the quantum of the

Security Deposit/retention money.

The Bank guarantee if submitted shall be from any Indian scheduled bank or an international bank of repute

having a branch in India or a corresponding banking relationship with an Indian scheduled bank. The security

deposit/retention money shall be in Indian Rupee in the case of domestic bidders and in US Dollars in the

case of foreign bidders.

12. FORFEITURE OF SECURITY DEPOSIT

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Whenever any claim against the Service provider for the payment of a sum of money arises out of or under

the contract, the Owner shall be entitled to recover such sum by appropriating in part or whole, security

deposit of the Service provider, forming whole or part of such security being insufficient or if no security

has been taken from the Service provider then the balance or the total sum recoverable, as the case may be,

shall be deducted from any sum then due or which at any time thereafter may become due to the Service

provider. The Service provider shall pay to the owner on demand any balance remaining due.

13. ACTION WHEN WHOLE OF SECURITY DEPOSIT IS FORFEITED: In any case in which, under

any clause or clauses of this contract, the Service provider shall have forfeited the whole of his security

deposit (whether submitted in the form of PBG or paid in one sum or deducted by installment) or have

committed a breach of any of the terms contained in this contract and has failed to rectify the same within 30

days of receipt of notice such breach or defect by the owner, shall have power to adopt any of the following

courses as he may deem best suited to his interest.

13.1. To rescind the contract (of which rescission notice in writing to the Service provider under the hand of

the owner shall be conclusive evidence) in which case the security deposit of the Service provider shall

stand forfeited and be absolutely at the disposal of the Owner.

13.2. To measure up the work of the Service provider and to take such part thereof as shall be unexecuted out

of his hand to give it to another Service provider to complete in which case any expenses which may

be incurred in excess of the sum which would have been paid to the original Service provider, if the

whole work had been executed by him (of the amount of which excess, the certificate in writing of the

Officer-in-Charge shall be final and conclusive) shall be borne and paid by the original Service provider

and may be deducted from any money due to him by the Owner under the contract or otherwise or from

his security deposit or from the proceeds of sale thereof, of a sufficient part thereof.

In the event of any of the above course being adopted by the Owner, the Service provider shall have no

claim to compensation for any loss sustained by him by reason of his entered into any agreements or

made any advances on account of or with a view to the execution of the work of the performance of the

contract. In case the Service provider shall not be entitled to recover or be paid any sum for any work

actually performed under this contract unless the Officer-in- Charge will certify in writing the

performance of such work and the value payable in respect thereof and he shall only be entitled to be

paid the value so certified.

14. SERVICE PROVIDER’S TEAM

14.1. Service provider shall nominate a qualified and experienced person as its Team Leader who will be the

contact person between the owner and Service provider for the performance of the Contract. Service

provider shall notify the owner in writing prior to the appointment of a new Team Leader.

14.2. Owner shall be at liberty to object to any nomination and to require Service provider to remove Service

provider's representative for good causes. Service provider shall replace immediately such person by

competent substitute at no extra cost to the owner.

14.3. Service provider’s Representative shall be entitled to act on behalf of Service provider with respect to

any decisions to be made under the Contract.

15. RETIRED/RESIGNED COMPANY OFFICER:

No Officer of the Owner is allowed to work as a Service provider for a period of two years after his

retirement/resignation from the employment of the Owner without the previous permission of the Owner.

The contract, if awarded, is liable to be cancelled if either the Service provider or any of his employees is

found at any time to be such a person, who had not obtained the permission of the Owner as aforesaid before

submission of tender, or engagement in the Service provider’s service as the case may be.

16. FIRM PRICE

The prices quoted by the Service provider should be firm and not subject to any price escalation.

17. NO COMPENSATION FOR ALTERATION IN OR RESTRICTION OF WORK

If at any time from the commencement of the work the owner shall for any reasons whatsoever, not require

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the whole or part thereof as specified in the tender to be carried out, the Officer-in-Charge shall give notice

in writing of the fact to the Service provider, who shall have no claim to any payment or compensation

whatsoever on account of any profit or advantage which he might have derived from the execution of the

work in full, but which he did not derive in consequence of the full amount of the work not having been

carried out, neither shall he have any claim for compensation by reason of any alterations having been made

in the original Terms of Reference and instructions which shall involve any curtailment of the work as

originally contemplated.

18. SERVICE PROVIDER TO OBTAIN HIS OWN INFORMATION:

The Service provider in fixing rate shall for all purposes whatsoever be deemed to have himself independently

obtained all necessary information for the purpose of preparing his tender. The Service provider shall be

deemed to have examined the Contract Documents, to have generally obtained his own information in all

matters whatsoever that might affect the carrying out the works at the scheduled rates and to have satisfied

himself to the sufficiency to his tender. Any error description of quantity or omission there from shall not

vitiate the contract or release the Service provider from executing the work comprised in the contract

according to Terms of Reference at the scheduled rates. He is deemed to have known the scope, nature and

magnitude of the works and the requirements of materials (Technological solution) and manpower involved

etc. and as to what all works he has to complete in accordance with the contract documents whatever be the

defects, omissions or errors that may be found in the Contract Documents. He is deemed to have acquainted

himself as to his liability for payment of Government taxes and other charges. Any neglect or failure on the

part of the Service provider in obtaining necessary and reliable information upon the foregoing or any other

matters affecting the contract shall not relieve him from any risk or liabilities or the entire responsibility from

completion of the works at the scheduled rates and time in strict accordance with the contract documents.

19. OWNER NOT BOUND BY PERSONAL REPRESENTATION

The Service provider shall not be entitled to any increase / or variation on the scheduled rates or any other

right or claim whatsoever by reason of any representations, explanations, statements or alleged

representation, promise or guarantee given or called to have been given to him by any person.

20. TAXES AND DUTIES

20.1. Service provider shall pay any and all taxes including service tax, duties, levies etc. which are payable

in relation to the performance of the Contract. The quoted price shall be inclusive of all such taxes

and duties as applicable on the due date of the tender.

20.2. Any statutory variation in taxes and duties within Contractual Completion period shall be payable by

OWNER. In case of introduction of GST, the same shall be payable provided any benefit on account

of GST accruing to the Service provider should be passed on to the owner.

20.3. OWNER shall deduct tax at source at applicable rates, as required by law.

21. CENVAT / VAT CREDIT

Bidders shall provide cenvatable invoice to enable OWNER to obtain cenvat credit of Indian Service Tax

paid as per Indian Service Tax rules.

22. PAYMENT TERMS

The Company, in consideration of the service provider carrying out and executing the said workto the

satisfaction of the Company, shall pay the service provider as per the said schedule of Rates, subject to

deductions, retentions and abatements, if any to be made therefrom in accordance with the provisions of this

Agreement. The following shall be the payments terms

22.1. The billing would start on inauguration and launching of call center by BPCL for which a letter in hard

copy on bidder’s letter head will be required

22.2. The payment will be made against invoices submitted on monthly basis duly approved by a BPCL

official

22.3. Payment shall be made within 30 days from the date of receipt and acceptance of the bills. The bills

should be submitted on monthly basis

22.4. Payments would be released by our office at BPEC, KHARGHAR through NEFT. The invoice should

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be addressed to BPEC.

22.5. No advance payment shall be made by BPCL

22.6. While making payment, taxes as applicable will be deducted. TDS certificate for the same will be made

available by BPCL

23. CONTRACT PERIOD

Period of contract will be 3 years with further provisions to extend it for another 2 years. A review will be

made on performance of the service provider at end of 3 years. Upon satisfactory performance and at the sole

discretion of BPCL, the contract will be renewed for another period of 2 years.

24. EXTENSION OF TIME

If the Service provider shall desire an extension of the time for setting up of the call centre on the grounds

of his having been unavoidably hindered in its execution or on any other grounds, he shall apply in writing

to the Officer-in-Charge within two weeks of the date of hindrance on account of which he desires such

extension as aforesaid, and the Officer-in-Charge shall if in his opinion (which shall be final), reasonable

grounds have been shown thereof, authorize such extension of time as may in his opinion be necessary or

proper. In the event of extension of Time of the contract, if granted, the Service provider shall be required

to suitably extend the period of Bank Guarantee if submitted, towards security Deposit/retention money

suitably.

25. PENALTY SCHEDULE

Post GO LIVE, the Service Level Agreement (SLA) already decided in the accepted proposal for Technology

Solution Support and cloud Service uptime, shall be adhered to failing which penalty shall be imposed as

under:

Service Level – System Availability

S No. System availability value for month Penalty

1 >= 99.5% Nil

2 > 99% but < 99.5% 1% of monthly billed amount

3 >= 96% but < 98% 2% of monthly billed amount

5 >= 90% but < 96% 5 % of monthly billed amount

6 < 90% 10 % of monthly billed amount

Service Level - Call Queue Waiting Time

S No. Percentage of calls attended Penalty

1 > 90% calls attended within 60

seconds Nil

2 <90% calls attended within 60

seconds 3% of monthly billed value

Service Level - Correct tagging of all inbound interactions

S. No. Percentage of calls attended Penalty

1 More than 2 but less than 5 in a

month 3 % of monthly billed value

2 More than 5 in a month 5 % of monthly billed value

Service Level - Call Abandonment Rate (At agent level)

S.No. Call abandonment rate (on ACD) Penalty

1 < 3% Nil

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2 Between 3%-5% 1% of monthly bill value

3 Between 5%-8% 3% of monthly bill value

4 >8% 5% of monthly bill value

Service Level – Call Quality Score

S.No. Score on Call Quality Penalty

1 > 90% Nil

2 More than equal to 80% but less than

90% 1 % of monthly billed value

3 More than equal to 70% but less than

80% 3 % of monthly billed value

4 < 70% 5 % of monthly billed value

Service Level – Short Login of Agents

S.No. % of total agents present any day Penalty

1 > 95% Nil

2 More than equal to 90% but less than

95% 5 % of daily billed value

3 More than equal to 80% but less than

90% 10 % of daily billed value

4 Less than 80% 25% of daily billed value

26. SUM PAYABLE BY WAY OF COMPENSATION TO BE CONSIDERED AS REASONABLE

COMPENSATION WITHOUT REFERENCE TO ACTUAL LOSS

All sums payable by way of compensation under any of the conditions shall be considered as reasonable

compensation without reference to the actual loss or damage, which shall have been sustained by the Owner.

27. STATUTORY COMPLIANCE

S/No Standard Compliances Condition

1 The Minimum Wages Act 1948 Mandatory

2 Payment Of Wages Act, 1936 & Payment Of Wages Rules, 1937 Mandatory

3 Payment Of Bonus Act, 1965 & Payment Of Bonus Rules, 1975 Mandatory

4 Payment Of Gratuity Act, 1972 & Payment Of Gratuity(Central) Rules,

1972

Mandatory

5 Maternity Benefit Act, 1961 Mandatory

6 Equal Remuneration Act, 1976 & Equal Remuneration Rules, 1976 Mandatory

7 Payment Of Bonus Act, 1965 & Payment Of Bonus Rules, 1975 Mandatory

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8 Employment Exchanges( Compulsory Notification Of Vacancies) Act,

1959

Mandatory

9 The Workman Compensation Act 1923 Mandatory

10 Contract Labour Regulations and Abolition Act Mandatory

11 Provident Fund Mandatory

12 ESIC Mandatory

13 Labour Welfare Fund Mandatory

14 Profession Tax Mandatory

15 Valid Other Service Provider (OSP) licenses for Domestic Call center issued

by the Department of Telecommunication, Govt. of India in

favour of the Bidder.

Mandatory

28. TERMINATION/OFFLOADING

28.1. The Service provider fully understands that timely completion of the work as per the schedule is of

paramount necessity as otherwise it would lead to adversely affecting the schedules of other

works/project with resultant financial and other losses to the Company/owner. In view of this, the

Service provider unconditionally agrees and binds himself to be liable for all the consequences for

non-completion of the work within the stipulated time.

28.2 In case a situation is brought about by the Service provider warranting termination/off-loading of the

whole or any part of the work for any reason whatsoever, the Company/owner shall have the liberty

and right to entrust/engage/award the work so terminated/off loaded at the risk and cost of the Service

provider to any other agency/Service provider by adopting any mode of inviting tenders, i.e.

open/limited/ single party/negotiation basis etc. in order to ensure completion of the work as per the

schedule or at the quickest possible time. Prior to engaging any third party BPCL shall give 30 days’

notice to the service provider to complete or rectify the fault.

29. LIABILITIES

29.1. Without prejudice to any express provision in the contract, Service provider shall be solely

responsible for any delay, lack of performance, breach of agreement and/or any default under this

contract.

29.2. Service provider shall remain liable for any damages due to its gross negligence within the next 12

months after the issuance of the provisional acceptance certificate of the contract.

29.3. The amount of liability will be limited to the total value of the contract.

29.4. Notwithstanding any other provisions, except only in cases of willful misconduct, gross negligence,

criminal acts, IPR infringement and breach of confidentiality obligations, neither the Service provider

nor OWNER shall be liable to each other, in Contract, tort or otherwise, for any consequential loss

or damage, loss of use, loss of production, or loss of profits or interest costs.

30. PROFESSIONAL LIABILITY

The Service provider is expected to carry out its assignment with due diligence and in accordance with

prevailing standards of the profession.

31. INDUSTRIAL AND INTELLECTUAL PROPERTY

31.1. In order to perform the services, Service provider must obtain at its sole account, the necessary

assignments, permits and authorizations from the titleholder of the corresponding patents, models,

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trademarks, names or other protected rights and shall keep the owner harmless and indemnify the

owner from and against claims, proceedings, damages, costs and expenses (including but not limited

to legal costs) for and/or on account of infringements of said patents, models, trademarks names or

other protected rights.

31.2. All documents, report, information, data etc. collected and prepared by Service provider in

connection with the scope of work submitted to the owner will be property of the owner.

31.3. All information, data, report, etc. residing in the cloud in connection with the scope of work submitted

to the owner will be the property of the owner. It should be handed over to the Owner as and when

demanded by the owner.

31.4. Service provider shall not be entitled either directly or indirectly to make use of the documents,

reports given by the owner for carrying out of any services with any third parties.

31.5. Service provider shall not without the prior written consent of the owner be entitled to publish studies

or descriptive article with or without illustrations or data in respect of or in connection with the

performance of services.

32. LIENS:

32.1. If, at any time, there should be evidence or any lien or claim for which the Owner might have become

liable and which is chargeable to the service provider, the Owner shall have the right to retain out of

any payment then due or thereafter to become due an amount sufficient to completely indemnify the

owner against such lien or claim and if such lien or claim be valid the Owner may pay and discharge

the same and deduct the amount so paid from any money which may be or may become due and

payable to the Service provider. If any lien or claim remain unsettled after all payments are made,

the Service provider shall refund or pay to the Owner all moneys that the latter may be compelled to

pay in discharging such lien or claim including all costs and reasonable expenses.

32.2. Service provider will not disclose details of the work to any person or persons except those engaged

in its performance, and only to the extent required for the particular portion of the work being done.

Service provider will not give any items concerning details of the work to the press or a news

disseminating agency without prior written approval from Owner.

33. CONFLICT OF INTEREST

33.1. The service provider shall not receive any remuneration in connection with the assignment except as

provided in the contract. The service provider and its affiliates shall not engage in consulting or other

activities that conflict with the interest of the employer under the contract.

33.2. Service provider has an obligation to disclose any situation of actual or potential conflict that impacts

their capacity to serve the best interest of their Client, or that may reasonably be perceived as having

this effect. Failure to disclose said situations may lead to the disqualification of the service provider

or the termination of its Contract.

34. CONFIDENTIALITY

34.1. OWNER and the Service provider agree to keep confidential (i) the terms and conditions of the

Contract (ii) any data/ information related to the Contract which is not in public domain and which

may have a material effect on the Contract, and (iii) any opinion, advice, statement, experts' views,

documents, technical particulars, etc., provided by OWNER to the Service provider and vice versa.

Further, the Service provider and OWNER agree that none of the foregoing matters may be disclosed

or referred to publicly or to any third party not concerned with the Contract excluding the

Government of India, OWNER or its authorized assigns or any such other body which has the

authority to ask for such information under the law) except in accordance with the written authority

of the other Party.

34.2. The provisions of the clause shall continue to be in force after the termination or completion of

Services under the Contract and shall expire after 24 months from termination or completion of

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service

35. SUBLETTING AGREEMENT

The Service provider shall not sublet or assign the work or any part thereof to another party without the

written consent of the company and no such subletting or assignment shall relieve the Service provider from

the full and entire responsibility of his obligation under this Agreement.

36. SUSPENSION OF WORKS:

The Service provider shall, if ordered in writing by the Officer-in-Charge or his representative, temporarily

suspend the works or any part thereof for such period and such time as so ordered and shall not, after receiving

such written order, proceed with the work therein ordered to be suspended, until he shall have received a

written order to proceed therewith. The Service provider shall not be entitled to claim/ compensation for any

loss or damage sustained by him by reason of temporary suspension of the works aforesaid. An extension of

time for completion, corresponding with the delay caused by any such suspension of the works as aforesaid

will be granted to the Service provider, should he apply for the same, provided that suspension was not

consequent to any default or failure on the part of the Service provider.

37. CANCELLATION

The Company shall at any and all times during the period stipulated for the work, has the right forthwith to

cancel this agreement by giving written notice thereof to the Service provider and in such case the Service

provider shall be paid for such part of the work as has been executed by him up to the date of cancellation,

on the basis of schedule of rates as per Purchase order/Contract and shall be reimbursed by the Company for

the cost and expenses incurred by him but which would now be wasted as a direct consequence of the

cancellation of the Agreement.

38. FORCE MAJEURE

Any delays in or failure of the performance of either party hereto shall not constitute default here under or

give rise to any claims for damages, if any, to the extent such delays or failure of performance is caused by

occurrences such as Acts of God or the public enemy expropriation or confiscation of facilities by

Govt./authorities, compliances with any order or request of any Government authorities, acts of war, rebellion

or sabotage or fires, floods, explosions, riots or strikes. The Service provider shall keep records of the

circumstances referred to above and bring these to the notice of Officer-in-Charge in writing immediately on

such occurrences.

39. ARBITRATION:

39.1. Any dispute or difference of any nature whatsoever, any claim, cross-claim, counter-claim or set off

of BPCL / Bidders against omission or on account of any of the parties hereto arising out of or in

relation to this Contract shall be referred to the Sole Arbitration of Director (Marketing) / Director

(HR) / Director (R) of BPCL as the case may be or to some officer of BPCL who may be nominated

by them.

39.2. In the event the Arbitrator being unable or refusing to act for any reason whatsoever, the said

Directors of BPCL shall designate another person to act as an Arbitrator in accordance with the terms

of the said Contract/Agreement. The Arbitrator newly appointed shall be entitled to proceed with the

reference from the point at which it was left by his predecessor.

39.3. It is known to the parties herein that the Arbitrator appointed hereunder is an employee of the

Corporation and may be Shareholder of the Corporation.

39.4. The award of the Arbitrator so appointed shall be final, conclusive and binding on all the parties to

the contract and the law applicable to arbitration proceedings will be the Arbitration and Conciliation

Act, 1996 or any other enactment in replacement thereof.

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39.5. The language of the proceedings will be in English and the place of proceedings will be Mumbai.

39.6. The parties hereby agree that the Courts in the city of Mumbai alone shall have jurisdiction to

entertain any application or other proceedings in respect of anything arising under this Agreement

and any Award or Awards made by the Sole Arbitrator hereunder shall be filed, if required, in the

concerned Courts in the City of Mumbai alone.

40. OPERATION OF CONTRACT

40.1. Law Governing:

Regardless of the place of contracting, place of performance or otherwise, this Agreement, and all

amendments, modifications, alterations, or supplements, thereto shall be governed by the laws of

India and respective state laws for the nature, validity and interpretation thereof.

40.2. Jurisdiction:

The Service provider shall be governed by the Laws in force in INDIA. The Service provider hereby

submits to the jurisdiction of the Courts situated at Mumbai, for the purpose of actions and

proceedings arising out of the contract and the courts at Mumbai, only will have jurisdiction to hear

and decide such actions and proceedings.

40.3. Non-Waiver of Default:

Any failure by the Owner or Service provider at any time, or from time to time, to enforce or require

the strict keeping and performance of any of the terms or conditions of this agreement, or to exercise

a right hereunder, shall not constitute a waiver of such terms, conditions or rights, and shall not affect

or impair same, or the right of the Owner or the Service provider, as the case may be at any time to

avail itself of same.

41. NOTICES

41.1. Any notice given by one party to the other pursuant to the CONTRACT shall be sent in writing or by

fax, telex/cable confirmed in writing.

41.2. A notice shall be effective when delivered or on the notice’s effective date, whichever is later.

42. HOLIDAY LISTING:

42.1. The following expressions used in this clause shall have the meaning indicated against each of these,

unless the context otherwise requires:

42.1.1. Agency: “Party/Contractor/Supplier/Bidders/Consultant/Service Provider/Bidder/Licensor” in

the context of these guidelines is indicated as ‘Agency’; “Party/ Contractor/Supplier/Bidders/

Consultant/Service Provider/bidders/Licensor” shall mean and include a public limited company

or a private limited company, a joint venture, Consortium, HUF, a firm whether registered or not,

an individual, co-operative society or an association or a group of persons engaged in any

commerce, trade, industry etc.

42.1.2. Appellate Authority: “Appellate Authority” shall mean the concerned functional Director of

BPCL or any other authority nominated by the C & MD. The Appellate authority shall be higher

than the “Competent Authority”.

42.1.3. Competent Authority: “Competent Authority” shall mean the authority, who is competent to

take final decision for Banning of business dealings with Agencies, in accordance with these

guidelines:

42.1.4. The Competent Authority for a Procurement Department which is initiating the Holiday Listing

process should be the Regional head (or) SBU / Entity head as the case may be relevant to the said

Procurement Department, but not below the level of General Manager

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42.1.5. Corporation: “Corporation” means Bharat Petroleum Corporation Ltd. with its Registered

Office at Bharat Bhavan-I, 4&6 Currimbhoy Road, Ballard Estate, Mumbai-400001.

42.1.6. Corrupt Practice: “Corrupt Practice” means the offering, giving, receiving or soliciting, directly

or indirectly, anything of value to improperly influence the actions in selection process or in

contract execution. Corrupt Practice” also includes any omission for misrepresentation that may

mislead or attempt to mislead so that financial or other benefit may be obtained or an obligation

avoided.

42.1.7. Fraudulent Practice: “Fraudulent Practice” means and include any act or omission committed

by an agency or with his connivance or by his agent by misrepresenting/ submitting false

documents and/ or false information or concealment of facts or to deceive in order to influence a

selection process or during execution of contract/ order;

42.1.8. Collusive Practice : “Collusive Practice” amongst bidders (prior to or after bid submission)”

means a scheme or arrangement designed to establish bid prices at artificial non-competitive levels

and to deprive the Employer of the benefits of free and open competition.

42.1.9. Coercive Practice: “Coercive practice” means impairing or harming or threatening to impair or

harm directly or indirectly, any agency or its property to influence the improperly actions of an

agency, obstruction of any investigation or auditing of a procurement process.

42.1.10. Officer-in-Charge: “Officer –in-Charge (OIC)” or “Engineer-in-Charge (EIC)” shall mean the

person (s) designated to act for and on behalf of BPCL for the execution of the work as per

requirement of the concerned department.

42.1.11. Malpractice : Malpractice means any Corrupt Practice, Fraudulent Practice, Collusive Practice

or Coercive practice as defined herein;

42.1.12. Misconduct : “Misconduct” means any act or omission by the Agency, making it liable for

action for Holiday Listing as per these guidelines

42.1.13. Nodal Department: “Nodal Department” means the Department primarily assigned with the

role of overseeing the Holiday Listing Process to ensure adherence to guidelines, maintaining,

updating and publishing the list of Agencies with whom BPCL has decided to ban business

dealings and shall be the Corporate Finance Department.

42.1.14. Bidders De-listment Committee: “Bidders De-listment Committee” relevant to the procurement

department which initiates the holiday listing process would the same as the Bidders enlistment

Committee as per DR&A of the concerned SBU/Entity.

42.2. An Agency may be placed in Holiday List for any one or more of the following circumstances for the

period mentioned herein:

42.2.1. In the context of its dealings with the Corporation:

S. No Reasons for holiday listing Period of holiday

listing

1 Indulged in malpractices resulting in financial loss to the Corporation 15years

2 Submitted fake, false or forged documents / certificates 3years

3 Has substituted materials in lieu of materials supplied by BPCL or has not

returned or has unauthorized disposed off materials/documents/drawings/tools

or plants or equipment supplied by BPCL

15years

4 Has deliberately violated and circumvented the provisions of labour

laws/regulations/rules, safety norms, environmental norms or other statutory

requirements

3years

5 Has deliberately indulged in construction and erection of defective works or

supply of defective materials

3years

6 has not cleared BPCLs previous dues if applicable 1year

7 Has committed breach of contract or has abandoned the contract 3years

8 Poor performance of the Agency in one or several contracts 1year

9 Has not honoured the fax of award/letter of award/ Contract/ Purchase order 1year

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after the same is issued by BPCL

10 Withdraws/revises the bid upwards after becoming the L1 bidder 1year

11 Has parted with, leaked or provided confidential/ proprietary information of

BPCL to any third party without the prior consent of BPCL

15years

42.2.2. Following additional grounds can also be reasons for Holiday Listing of an agency:

S. No Reasons for holiday listing Period of holiday

listing

1 If the Agency is or has become bankrupt , OR is being dissolved OR has

resolved to be wound up OR if proceedings for winding up or dissolution has

been instituted against the Agency

3years

2 Any other ground, including transgression of Integrity Pact, which, in the

opinion of the Corporation, makes it undesirable to deal with the Agency; In

the case of transgression of Integrity Pact, the same should be substantiated by

the verdict of the Independent External Monitor

3years

42.2.3. In cases where Holiday Listing is proposed based on advice from the Administrative Ministry,

no show cause or formal decision by competent authority will be required. The Nodal Department

will directly intimate the Agency that they have been placed in Holiday Listing by BPCL based

on the Ministry’s advice

42.3. Provision for Appeal

42.3.1. An agency aggrieved with the decision of the Competent Authority shall have the option of

filing an appeal against the decision of the Competent Authority within a maximum of 15 days

from the date of receipt of intimation of holiday listing.

42.3.2. Any appeal filed after expiry of the above period shall not be considered by the Appellate

Authority;

42.3.3. On receipt of the Appeal from the Agency, the Appellate Authority, if it so desires, may call

for comments from the Competent Authority;

42.3.4. After receipt of the comments from the Competent Authority, the Appellate Authority, if it so

desires, may also give an opportunity for personal hearing, to the Appellant Agency;

42.3.5. After examining the facts of the case and documents available on record and considering the

submissions of the Appellant Agency, the Appellate Authority may pass appropriate order by

which the Appellate Authority may either :

42.3.5.1. Uphold the decision of Competent authority with or without any variation/lesser

period of Holiday Listing; OR

42.3.5.2. Annul the order of the Competent Authority.

42.3.6. No Appeal is permitted in case an Agency is placed in Holiday List by BPCL, based on

Ministry’s advice.

42.4. Effect of Holiday Listing

42.4.1. No enquiry/bid/tender shall be entertained with an Agency as long as the ‘Agency’ name

appears in the Holiday list.

42.4.2. If an ‘Agency’ is put on the Holiday list during tendering:

42.4.2.1. If an‘ Agency’ is put on Holiday List after issue of the enquiry/bid/tender but before

opening of the un-priced bid, the un-priced bid of the ‘Agency’ shall not be opened and

BG/EMD, if submitted by the ‘Agency’ shall be returned. If an ‘Agency’ is put on Holiday

List after un-priced bid opening but before price bid opening, the price bid of the ‘Agency’

shall not be opened and BG/EMD submitted by the ‘Agency’ shall be returned .

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42.4.2.2. If an ‘Agency’ is put on Holiday List after opening of price bid but before finalization

of the tender, the offer of the ‘Agency’ shall be ignored and will not be further evaluated

and the BG/EMD if any submitted by the ‘Agency’ shall be returned, The ‘Agency’ will not

be considered for issue of order even if the ‘Agency’ is the lowest(L1). In such situation

next lowest shall be considered as L1;

42.4.2.3. If contract with the ‘Agency’ concerned is in operation, (including cases where

contract has already been awarded before decision of holiday listing) normally order for

Holiday Listing from business dealings cannot affect the contract, because contract is a legal

document and unless the same is terminated in terms of the contract, unilateral termination

will amount to breach and will have civil consequences.

42.4.3. Revocation of suspension order

“A Holiday Listing order may, on a review during its currency of operation, be revoked by the competent

authority if it is of the opinion that the disability already suffered is adequate in the circumstances of the

case, and the Agency has taken appropriate action to avoid recurrence. “

The entire guidelines and procedures for Holiday Listing are available in BPCL website and they can be accessed

@ http://bharatpetroleum.in/pdf/holidaylistingpolicyfinal.pdf.

*********

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ANNEXURE – VI

INSTRUCTIONS TO BIDDERS

1. Interested parties may download the tender from BPCL website (http://www.bharatpetroleum.in) or the CPP

portal (http://eprocure.gov.in) or from the e-tendering website (https://bpcleproc.in) and participate in the

tender as per the instructions given therein, on or before the due date of the tender. The tender available on

the BPCL website and the CPP portal can be downloaded for reading purpose only. For participation in the

tender, please fill up the tender online on the e-tender system available on https://bpcleproc.in.

2. Corrigendum/ Amendment, if any, shall be notified on the site https://bpcleproc.in. In case any

Corrigendum/ Amendment is issued after the submission of the bid, then such vendors who have submitted

their bids, shall be intimated about the Corrigendum/ Amendment by a system-generated email. It shall be

assumed that the information contained therein has been taken into account by the vendor. They have the

choice of making changes in their bid before the due date and time.

3. To maintain secrecy and security of bids and the data exchanged, the system operates with the “Digitally

signed Certificate” from buyer as well as seller. Data exchanged in the system shall have double encryption

which is enabled by a “Digitally signed Certificate”. This ensures maximum possible security and the bids

can be viewed only after the tender opening by BPCL / Service provider / participating vendors.

4. As a pre-requisite for participation in the tender, vendors are required to obtain a valid Digital Certificate of

Class IIB and above (having both signing and encryption certificates) as per Indian IT Act from the Licensed

Certifying Authorities operating under the Root Certifying Authority of India (RCIA), Controller of

Certifying Authorities (CCA). The cost of obtaining the digital certificate shall be borne by the vendor.

5. In case any vendor so desires, he may contact our e-procurement service provider M/s. E-Procurement

Technologies Ltd., Ahmedabad (Contact no. Tel: +91 79 4001 6868) for obtaining the Digital Signature

Certificate.

6. Directions for submitting online offers, electronically, against e-procurement tenders directly through

internet:

6.1. Vendors are advised to log on to the website (https://bpcleproc.in) and arrange to register themselves at

the earliest.

6.2. The system time (IST) that will be displayed on e-Procurement web page shall be the time considered

for determining the expiry of due date and time of the tender and no other time shall be taken into

cognizance.

6.3. Bidders are advised in their own interest to ensure that their bids are submitted in e-Procurement system

well before the closing date and time of bid. If the bidder intends to change/revise the bid already

entered, he may do so any number of times till the due date and time of submission deadline. However,

no bid can be modified after the deadline for submission of bids.

6.4. Bids / Offers shall not be permitted in e-procurement system after the due date / time of tender. Hence,

no bid can be submitted after the due date and time of submission has elapsed.

6.5. No manual bids/offers along with electronic bids/offers shall be permitted.

7. The entire tender document along with Annexure, Bid Qualification Criteria (if any), Techno-commercial

and other Details, Price Bid as well as all the uploaded documents shall form the part of the tender. Offers

should strictly be in accordance with the tender terms & conditions and our specifications. Tenderers are

requested to carefully study all the documents/ annexure and understand the conditions, specifications etc.,

before submitting the tender and quoting rates. In case of doubt, written clarifications should be obtained,

but this shall not be a justification for request for extension of due date for submission of bids.

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8. Earnest Money Deposit (EMD)

8.1. The bidder shall submit an interest-free Earnest Money Deposit of Rs. 1 lakh (Rupees One Lakh only)

by crossed account payee Demand Draft drawn on any nationalised/ scheduled bank in favour of

“BHARAT PETROLEUM CORPORATION LTD” payable at Mumbai.

8.2. EMD should be submitted in physical form in a sealed cover addressed to Team Leader - Analytics -

boldly super-scribed on the outer cover –

8.2.1. CRFQ number

8.2.2. Item

8.2.3. Closing date/Time

8.2.4. Name of the tenderer

It should be dropped in the tender box or sent by Registered Post/Courier to the following address so as

to reach on or before the due date & time of the tender:

Team Leader – Analytics,

Bharat Petroleum Corporation Limited,

Bharat Bhavan II (2nd Floor), 4 & 6, Currimbhoy Road,

Ballard Estate, Mumbai-400001

BPCL will not be responsible for non-receipt of instrument(s) due to postal delay/loss in transit etc.

8.2.5. Cheques, cash, Money Orders, Fixed deposit Receipts, Bank guarantees etc. towards EMD are not

acceptable. Similarly, request for adjustment against any previously deposited EMD/Pending

Dues/Bills/Security Deposits of other contracts etc. will not be accepted towards EMD.

8.2.6. Bid received without the EMD is liable to be rejected.

8.2.7. Units registered with National Small Industries Corporation (NSIC) and/or Micro or Small

Enterprises (MSE) are exempted from payment of EMD, subject to :

8.2.7.1. The unit being registered with NSIC for the item tendered.

8.2.7.2. Registration certificate being valid as on date of quotation.

Such bidders must upload a photocopy of valid NSIC Registration Certificate/ Review certificate duly

attested by a gazetted officer/notarized, (photocopy of application for registration as NSIC or for renewal

will not be acceptable) and/or a valid MSE registration with any notified body specified by Ministry of

Micro, Small and Medium Enterprises, failing which such bid will be treated as bid received without

EMD and liable to be rejected.

8.2.8. Registration with DGS&D will not entitle the bidder to claim exemption from payment of EMD.

8.2.9. EMD is liable to be forfeited (in addition to “Holiday Listing” as applicable in line with clause 43

of Contract Terms and Conditions) in the event of:

8.2.9.1. Withdrawal of offers during the validity period of the offer.

8.2.9.2. Non-acceptance of LOI/order, if and when placed.

8.2.9.3. Any unilateral revision in the offer made by the bidder during the validity of the offer.

8.2.10. EMD shall be refunded to all the unsuccessful bidders after finalization of order on the

successful bidder.

8.2.11. EMD shall be refunded to the successful bidder upon submission of the entire amount of

performance security deposit.

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9. Bidders are required to complete the following process online on or before the due date of closing of the

tender:

9.1. Techno-Commercial bid

9.1.1. Accept the contents of the following annexure barring deviations notified in the form provided for

this purpose:

9.1.1.1. Terms of Reference - Annexure II

9.1.1.2. Contract Terms and Conditions - Annexure V

9.1.2. Accept the contents of the following annexure in toto by clicking on the button provided on the

screen below each one of them:

9.1.2.1. Bid Qualification Criteria - Annexure I

9.1.2.2. Instructions to bidders - Annexure VI

9.1.3. Upload the proposal as per the template in Annexure III (template for submitting the proposal)

confirming to Terms of Reference.

9.1.4. Proforma of Integrity Pact (IP) has been uploaded as Annexure VII of tender documents. Bidder

shall be required to download and print it such that it is legible. All pages of the printed copy of

IP should be duly signed by the authorized signatory and stamped all the pages, with two witnesses

name, address & signature and place & date. Thereafter, that copy should be scanned and

uploaded by bidder along with other bid documents. This document is essential and binding.

9.1.5. Upload the NDA executed on a Rs.100/- stamp paper and as per the format given in annexure VIII

9.1.6. Fill in the Credential Form (Annexure IX) and Technical Information Form (Annexure IV) online

and fill in and upload Declaration Form (Annexure XII)

9.1.7. Submit the EMD [if applicable] in physical form or upload a copy of NSIC/MSE Registration

Document (all the pages of the EM-II Certificate [Part – II Memorandum]) issued by appropriate

authority, as proof of exemption thereof

9.2. Price bid

Fill in the price bid online as per the proforma given in Annexure X.

10. If the vendor intends to change/ revise the bid already submitted, they shall have to withdraw their bid already

submitted, change/ revise the bid and submit once again. However, if the vendor is not able to complete the

submission of the changed/ revised bid within due date & time, the system would consider it as no bid has

been received from the vendor against the tender and consequently the vendor will be out of contention. The

process of change/ revise may do so any number of times till the due date and time of submission deadline.

However, no bid can be modified after the deadline for submission of bids. Once the entire process of online

bid submission is complete, bidders will get an auto mail from the system stating they have successfully

submitted their bid in the following tender with tender details.

11. No responsibility will be taken by BPCL and/or the e-procurement service provider for any delay due to

connectivity and availability of website. They shall not have any liability to bidders for any interruption or

delay in access to the site irrespective of the cause. Vendors are advised to start filling up the tenders much

before the due date/ time so that sufficient time is available with him/ her to get acquaint with all the steps

and seek help if they so require. It should be noted that the bids become viewable only after opening of the

bids on/ after the due date/ time. Please be reassured that your bid will be viewable only to you and nobody

else (including E-Tendering Service Provider as well as BPCL Officials) till the tender is opened. BPCL

and/or the E-Procurement Service Provider shall not be responsible for any direct or indirect loss or damages

and or consequential damages, arising out of the bidding process including but not limited to systems

problems, inability to use the system, loss of electronic information etc. No claims on this account shall be

entertained.

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12. Bid Validity: Tender submitted by bidders shall remain valid for acceptance for a period of four months from

the date of opening of the tender (Technical Bid in the case of two-part bid). The bidder shall not be entitled

during the said period of four months, without the consent in writing of the Owner, to revoke, or cancel his

tender or vary the tender given or any term thereof. In case of bidder revoking or canceling his tender, varying

any terms in regard thereof without the consent of Owner in writing, appropriate penal action will be taken

by BPCL as deemed fit including putting the bidder/contractor on ‘Holiday listing’/’Delisting’ barring the

bidder/contractor from participating in future tenders for an appropriate period from the date of

revocation/cancellation/varying the terms. Further in the case of contractors who are not registered with

BPCL, the earnest money deposited by him will be forfeited. Once the quotation is accepted the rates quoted

shall be firm till the entire work is completed.

13. ACCEPTANCE OF BIDS BY THE CORPORATION:

For qualifying in the techno-commercial bid

13.1. BPCL should have received the EMD submitted by the bidder or proof of exemption there from

13.2. Bidder should have completed the entire bidding process

13.3. Bidder should not have been debarred or holiday listed by BPCL and/or Oil PSEs and/or MOP&NG for

a period that is not over as on the due date of this tender

13.4. Bidders should meet the entire BQC to be eligible for technical evaluation.

13.5. The proposal submitted by the bidder should be in line with Terms of Reference given as annexure II.

For the purpose of technical evaluation, BPCL reserves the right to carry a site visit and/or request the

bidder to submit additional documents/information/ clarifications as and when required. Bidders may

also be asked to make a presentation to the Technical Evaluation Committee at a date, time and venue

intimated by BPCL

13.6. The deviations mentioned by bidder should be acceptable to the corporation

Price bid of only those bidders shall be opened who qualify in the Techno-commercial bid. Price bid shall

be evaluated on the overall lowest cost basis.

14. BPCL reserves the right to accept any offer in whole or part or reject any or all offers without assigning any

reason. We are also not bound to accept the lowest Bid. Corporation reserves the right to reject any offer

which in the opinion of the Corporation is below the normal cost of Containers based on the current cost of

inputs.

15. No counter terms and conditions shall be acceptable to us.

16. It shall be understood that every endeavor has been made to avoid error which can materially affect the basis

of Tender and the successful Vendor shall take upon himself and provide for risk of any error which may

subsequently be discovered and shall make no subsequent claim on account thereof. No advantage is to be

taken either by the Corporation or the Vendor of any clerical error or mistake may occur in the general

specification, schedules and plans.

17. If any of the information submitted by the tenderer is found to be incorrect at any time including the contract

period, BPCL reserves the right to reject the tender/ terminate the contract and reserves all rights and remedies

available.

18. Vendors are advised not to enclose unwanted and unasked documents with the tender. Any such documents

if received shall not be considered.

19. A tender may not be considered, if BPCL is unable to evaluate that offer for want of any Information.

***********

Page 39 of 57

ANNEXURE – VII

PROFORMA FOR INTEGRITY PACT (IP)

Between

Bharat Petroleum Corporation Limited (BPCL) hereinafter referred to as "The Principal",

And

M/s.………………………..hereinafter referred to as "The Bidder/Consultant/Supplier"

Preamble

The Principal intends to award, under laid down organization procedures, contract/s for the job of

“Providing Call Centre Services for Managing BPCL SmartLine” The Principal values full compliance

with all relevant laws and regulations, and the principles of economic use of resources, and of fairness and

transparency in its relations with its Bidder/s, Consultant/s and Supplier/s.

In order to achieve these goals, the Principal cooperates with the renowned international Non-

Governmental Organization "Transparency international" (TI). Following TI's national and international

experience, the Principal will appoint an Independent External Monitor who will monitor the tender

process and the execution of the contract for compliance with the principles mentioned above.

Section 1 - Commitments of the Principal

(1) The Principal commits itself to take all measures necessary to prevent Corruption and to observe the

following principles:

a. No employee of the Principal, personally or through family members, will in connection with

the tender, or the execution of the contract, demand, take a promise for or accept, for

himself/herself or third person, any material or immaterial benefit which he/she is not legally

entitled to.

b. The Principal will, during the tender process, treat all Bidders with equity and reason. The

Principal will, in particular, before and during the tender process, provide to all Bidders the

same information and will not provide to any Bidder confidential / additional information

through which the Bidder could obtain an advantage in relation to the tender process or the

contract execution.

c. The Principal will exclude from the process all known prejudiced persons.

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(2) If the Principal obtains information on the conduct of any of its employees which is a criminal offence

under the relevant Anti-Corruption Laws of India, or if there be a substantive suspicion in this regard,

the Principal will inform its Vigilance Office and in addition can initiate disciplinary actions.

Section 2 - Commitments of the Bidder / Consultant/Supplier

(1) The Bidder / Consultant/Supplier commits itself to take all measures necessary to prevent corruption.

He commits himself to observe the following principles during his participation in the tender

process and during the contract execution.

(a) The Bidder / Consultant/Supplier will not, directly or through any other person or firm, offer,

promise or give to any of the Principal's employees involved in the tender process or the execution

of the contract or to any third person, any material or immaterial benefit which he/she is not legally

entitled to, in order to obtain in exchange, any advantage of any kind whatsoever during the tender

process or during the execution of the contract.

(b) The Bidder / Consultant/Supplier will not enter with other Bidders into any undisclosed agreement

or understanding, whether formal or informal. This applies in particular to prices, specifications,

certifications, subsidiary contracts, submission or non-submission of bids or any other actions to

restrict competitiveness or to introduce cartelization in the bidding process.

(c) The Bidder / Consultant/Supplier will not commit any offence under the relevant Anti-Corruption

Laws of India; further the Bidder / Consultant/Supplier will not use improperly, for purposes of

competition or personal gain, or pass on to others, any information or document provided by the

Principal as part of the business relationship, regarding plans, technical proposals and business

details, including information contained or transmitted electronically.

(d) The Bidder / Consultant/Supplier will, when presenting his bid, disclose any and all payments he

has made, is committed to, or intends to make to agents, brokers or any other intermediaries in

connection with the award of the contract.

(2) The Bidder / Consultant/Supplier will not instigate third persons to commit offences outlined above or

be an accessory to such offences.

Section 3 - Disqualification from tender process and exclusion from future contracts

If the Bidder, before contract award, has committed a transgression through a Violation of Section 2 or in

any other form such as to put his reliability or credibility as Bidder into question, the Principal is entitled

to disqualify the Bidder from the tender process or to terminate the contract, if already signed, for such

reason.

(1) If the Bidder/Consultant/Supplier has committed a transgression through a violation of Section 2 such

as to put his reliability or credibility into question, the Principal is also entitled to exclude the Bidder

/ Consultant/Supplier from future contract award processes. The imposition and duration of the

exclusion will be determined by the severity of the transgression. The severity will be determined by

the circumstances of the case, in particular the number of transgressions, the position of the

transgressors within the company hierarchy of the Bidder and the amount of the damage. The exclusion

will be imposed for a minimum of 6 months and maximum of 3 years.

(2) A transgression is considered to have occurred if the Principal after due consideration of the available

evidences, concludes that no reasonable doubt is possible.

(3) The Bidder accepts and undertakes to respect and uphold the Principal's absolute right to resort to and

impose such exclusion and further accepts and undertakes not to challenge or question such exclusion

Page 41 of 57

on any ground, including the lack of any hearing before the decision to resort to such exclusion is

taken. This undertaking is given freely and after obtaining independent legal advice.

(4) If the Bidder / Consultant/Supplier can prove that he has restored / recouped the damage caused by him

and has installed a suitable corruption prevention system, the Principal may revoke the exclusion

prematurely.

Section 4 - Compensation for Damages

(1) a) No employee of the Principal, personally or through family members, will in connection with

the tender, or the execution of the contract, demand, take a promise for or accept, for himself/herself or

third person, any material or immaterial benefit which he/she is not legally entitled to.

b) The Principal will, during the tender process, treat all Bidders with equity and reason. The

Principal will, in particular, before and during the tender process, provide to all Bidders

the same information and will not provide to any Bidder confidential / additional

information through which the Bidder could obtain an advantage in relation to the tender

process or the contract execution.

(2) If the Principal has terminated the contract according to Section 3, or if the Principal is entitled to

terminate the contract according to Section 3, the Principal shall be entitled to demand and recover

from the Consultant/Supplier liquidated damages equivalent to Security Deposit / Performance Bank

Guarantee.

(3) The Bidder agrees and undertakes to pay the said amounts without protest or demur subject only to

condition that if the Bidder / Consultant/Supplier can prove and establish that the exclusion of the

Bidder from the tender process or the termination of the contract after the contract award has caused

no damage or less damage than the amount of the liquidated damages, the Bidder / Consultant/Supplier

shall compensate the Principal only to the extent of the damage in the amount proved.

Section 5 - Previous Transgression

(1) The Bidder declares that no previous transgression occurred in the last 3 years with any other Company

in any country conforming to the TI approach or with any other Public Sector Enterprise in India that

could justify his exclusion from the tender process.

(2) If the Bidder makes incorrect statement on this subject, he can be disqualified from the tender process

or the contract, if already awarded, can be terminated for such reason.

Section 6 - Equal treatment of all Bidders / Consultants / Suppliers / Subcontractors

(1) The Bidder/Contractor/Supplier undertakes to demand from all subcontractors a commitment in

conformity with this Integrity Pact, and to submit it to the Principal before contract signing.

(2) The Principal will enter into agreements with identical conditions as this one with all Bidders,

Consultants/Suppliers and Subcontractors.

(3) The Principal will disqualify from the tender process all Bidders who do not sign this Pact or violate

its provisions.

Section 7 – Punitive Action against violating Bidders / Consultants / Suppliers / Subcontractors

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If the Principal obtains knowledge of conduct of a Bidder, Consultant, Supplier or Subcontractor, or of an

employee or a representative or an associate of a Bidder, Consultant, Supplier or Subcontractor which

constitutes corruption, or if the Principal has substantive suspicion in this regard, the Principal will inform

the Vigilance Office.

Section 8 - Independent External Monitors

(1) The Principal has appointed competent and credible Independent External Monitors for this Pact. The

task of the Monitor is to review independently and objectively, whether and to what extent the parties

comply with the obligations under this agreement.

(2) The Monitor is not subject to instructions by the representatives of the parties and performs his functions

neutrally and independently. He reports to the Chairperson of the Board of the Principal.

(3) The Bidder/Consultant/Supplier accepts that the Monitor has the right to access without restriction to

all Project documentation of the Principal including that provided by the Bidder/Consultant/Supplier.

The Bidder/Consultant/Supplier will also grant the Monitor, upon his request and demonstration of a

valid interest, unrestricted and unconditional access to this project documentation. The same is

applicable to Subcontractors. The Monitor is under contractual obligation to treat the information and

documents of the Bidder/Consultant/Supplier/ Subcontractor with confidentially.

(4) The Principal will provide to the Monitor sufficient information about all meetings among the parties

related to the Project provided such meetings could have an impact on the contractual relations

between the Principal and the Bidder/Consultant/Supplier. The parties offer to the Monitor the option

to participate in such meetings.

(5) As soon as the Monitor notices, or believes to notice, a violation of this agreement, he will so inform

the Management of the Principal and request the Management to discontinue or heal the violation, or

to take other relevant action. The Monitor can in this regard submit non-binding recommendation.

Beyond this, the Monitor has no right to demand from the parties that they act in a specific manner,

refrain from action or tolerate action. However, the Independent External Monitor shall give an

opportunity to the Bidder/Consultant/Supplier to present its case before making its recommendations

to the Principal.

(6) The Monitor will submit a written report to the Chairperson of the Board of the Principal within 8 to

10 weeks from the date of reference or intimation to him by the 'Principal' and, should the occasion

arise, submit proposals for correcting problematic situations.

(7) If the Monitor has reported to the Chairperson of the Board a substantiated suspicion of an offence

under relevant Anti-Corruption Laws of India, and the Chairperson has not, within reasonable time,

taken visible action to proceed against such offence or reported it to the Vigilance Office, the Monitor

may also transmit this information directly to the Central Vigilance Commissioner, Government of

India.

(8) The word 'Monitor' would include both singular and plural.

Section 9 - Pact Duration

This Pact begins when both parties have legally signed it. It expires for the Consultant/Supplier 12 months

after the last payment under the respective contract, and for all other Bidders 6 months after the contract

has been awarded.

Page 43 of 57

If any claim is made / lodged during this time, the same shall be binding and continue to be valid despite

the lapse of this pact as specified above, unless it is discharged / determined by Chairperson of the

Principal.

Section 10 - Other provisions

(1) This agreement is subject to Indian Law. Place of performance and jurisdiction is the Registered Office

of the Principal, i.e. Mumbai. The Arbitration clause provided in the main tender document / contract

shall not be applicable for any issue / dispute arising under Integrity Pact.

(2) Changes and supplements as well as termination notices need to be made in writing. Side agreements

have not been made.

(3) If the Bidder/Consultant/Supplier is a partnership or a consortium, this agreement must be signed by all

partners or consortium members.

(4) Should one or several provisions of this agreement turn out to be invalid, the remainder of this

agreement remains valid. In this case, the parties will strive to come to an agreement to their original

intentions.

----------------------- ----------------------------------------------

For the Principal For the Bidder/Consultant/ Supplier

Place ……………… Witness 1: ----------------------------------

(Signature/Name/Address)

Date ………………. Witness 2: ----------------------------------

(Signature/Name/Address)

# # # # #

Page 44 of 57

ANNEXURE – VIII

PROFORMA FOR NON-DISCLOSURE AGREEMENT (NDA)

(To be furnished on a stamp paper of Rs. 100)

This Agreement is made as of the ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 2016 between BHARAT PETROLEUM

CORPORATION LTD. (BPCL) a Government of India Enterprise, having its registered office and Corporate

office at Bharat Bhavan , 4&6 , Currimbhoy Road , Ballard Estate , Mumbai ‐ 400001 hereinafter referred as

First Part which expression shall unless repugnant to the subject or the context mean and included its successors,

nominees or assigns and M/s ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ a

company incorporated under the Indian Companies Act, 1956, and having its registered office at ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐‐ ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ herein after called “‐ Second Part ” which expression shall unless

repugnant to the subject or the context mean and include its successors, nominees or assigns.

Whereas in order to pursue the business purpose of this particular project as specified in

Exhibit A (the “Business Purpose”), M/s‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ recognize that there is a need to disclose certain information, as

defined inpara 1 below, to be used only for the Business Purpose and to protect such confidential information

from unauthorized use and disclosure.

In consideration of First Part’s disclosure of such information, Second Part agrees as follows:

1. This Agreement will apply to all confidential and proprietary information disclosed by First part to Second

part, including information which the disclosing party identifies in writing or otherwise as Confidential before

or within thirty days after disclosure to the receiving party (“Confidential Information”).

Page 45 of 57

Confidential Information consists of certain specifications, designs, plans, drawings, software, processes,

prototypes and/or technical information, and all copies and derivatives containing such Information, that may

be disclosed to other part by first part for and during the Purpose, which disclosing party considers proprietary

or confidential (“Information”). Confidential Information may be in any form or medium, tangible or

intangible, and may be communicated/disclosed in writing, orally, or through visual observation or by any

other means by other part (hereinafter referred to as the receiving party) by the First Part (hereinafter referred

to as one disclosing party). Information shall be subject to this Agreement, if it is in tangible form, only if

clearly marked as proprietary or confidential as the case may be, when disclosed to the receiving party or, if

not in tangible form, its proprietary nature must first be announced, and it must be reduced to writing and

furnished to the receiving party within thirty (30) days of the initial disclosure.

2. M/s ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ i.e. Second Part ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ hereby agreed that during the Confidentiality Period:

a) The receiving party shall use Information only for the Purpose, shall hold Information in confidence using

the same degree of care as it normally exercises to protect its own proprietary information, but not less than

reasonable care, taking into account the nature of the Information, and shall grant access to Information only

to its employees who have a need to know, but only to the extent necessary to carry out the business purpose

of this project as defined in exhibit A, shall cause its employees to comply with the provisions of this

Agreement applicable to the receiving party, shall reproduce Information only to the extent essential to

fulfilling the Purpose, and shall prevent disclosure of Information to third parties. The receiving party may,

however, disclose the Information to its consultants and contractors with a need to know; provided that by

doing so, the receiving party agrees to bind those consultants and contractors to terms at least as restrictive

as those stated herein, advise them of their obligations, and indemnify the disclosing party for any breach of

those obligations.

b) Upon the disclosing party's request, the receiving party shall either return to the disclosing party all

Information or shall certify to the disclosing party that all media containing Information have been destroyed.

3. The foregoing restrictions on each party's use or disclosure of Information shall not apply to Information that

the receiving party can demonstrate:

a) Was independently developed by or for the receiving party without reference to the Information, or was

received without restrictions; or

b) Has become generally available to the public without breach of confidentiality obligations of the

receiving party. The information shall not be deemed to be available to the general public merely because it

is embraced by more general information in the prior possession of Recipient or of others, or merely because

Page 46 of 57

it is expressed in public literature in general terms not specifically in accordance with the Confidential

Information; or

c) Was in the receiving party's possession without restriction or was known by the receiving party without

restriction at the time of disclosure and receiving party declare of possession of such confidential information

within a day upon such disclosure by disclosing party ; or

d) Pursuant to a court order or is otherwise required by law to be disclosed', provided that Recipient has

notified the disclosing party immediately upon learning of the possibility of any such court order or legal

requirement and has given the disclosing party a reasonable opportunity and co‐ operate with disclosing

party to contest or limit the scope of such required disclosure including application for a protective order.

e) Is disclosed with the prior consent of the disclosing party; or

f) The receiving party obtains or has available from a source other than the disclosing party without breach

by the receiving party or such source of any obligation of confidentiality or non‐ use towards the disclosing

party.

4. Receiving party agrees not to remove any of the other party’s Confidential Information from the premises of

the disclosing party without the disclosing party’s prior written approval and exercise extreme care in

protecting the confidentiality of any Confidential Information which is removed, only with the disclosing

party’s prior written approval, from the disclosing party’s premises. Receiving party agrees to comply with

any and all terms and conditions the disclosing party may impose upon any such approved removal, such as

conditions that the removed Confidential Information and all copies must be returned by a certain date, and

that no copies are to be made off of the premises.

5. Upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all

tangible items containing or consisting of the disclosing party’s Confidential Information all copies thereof.

6. Receiving party recognizes and agrees that all of the disclosing party’s Confidential Information is owned

solely by the disclosing party (or its licensors) and that the unauthorized disclosure or use of such Confidential

Information would cause irreparable harm and significant injury, the degree of which may be difficult to

ascertain. Accordingly, receiving party agrees that the disclosing party will have the right to obtain an

immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other

rights and remedies available at law or in equity for such a breach.

7. As between the parties, all Information shall remain the property of the disclosing party. By disclosing

Information or executing this Agreement, the disclosing party does not grant any license, explicitly or

implicitly, under any trademark, patent, copyright, mask work protection right, trade secret or any other

intellectual property right. The disclosing party disclaims all warranties regarding the information, including

all warranties with respect to infringement of intellectual property rights and all warranties as to the accuracy

Page 47 of 57

or utility of such information. Execution of this Agreement and the disclosure of Information pursuant to this

agreement does not constitute or imply any commitment, promise, or inducement by disclosing party to make

any purchase or sale, or to enter into any additional agreement of any kind.

8. Disclosing party’s failure to enforce any provision, right or remedy under this agreement shall not constitute

a waiver of such provision, right or remedy.

This Agreement will be construed in, interpreted and applied in accordance with the laws of India.

9. This Agreement and Exhibit A attached hereto constitutes the entire agreement of the parties with respect to

the parties' respective obligations in connection with Information disclosed hereunder and supersedes all

prior oral and written agreements and discussions with respect thereto. The parties can amend or modify this

Agreement only by a writing duly executed by their respective authorized representatives. Neither party shall

assign this Agreement without first securing the other party's written consent.

10. This Agreement will remain in effect for three years from the date of the last disclosure of Confidential

Information, at which time it will terminate, unless extended by the disclosing party in writing.

11. With regard to the confidential information of M/s disclosed to BPCL, BPCL agrees to comply with all

the obligations of receiving party mentioned in this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers or

representatives.

M/S ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ BHARAT PETROLEUM CORPORATION

LIMITED

Signature: _____________ Signature: ____________

Printed Name: _________ Printed Name: ___________

Designation: ________________ Designation: ____________

Page 48 of 57

Exhibit A

1. Business Purpose: ……………………………………………………………

…………………………………………………………………………………….

2. Confidential Information of M/s ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

All communication/ information submitted to the BPCL relating to the proposal of M/s

_______________ marked as confidential.

3. Confidential Information of BPCL:

a) All details relating to architecture and other Network infrastructure details of BPCL etc.

b) All information shared in oral or in written form by BPCL with M/s‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ .

c) Any information desired by M/s ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ shall be

justified for.

d) Information downloaded or taken in physical form shall be returned/ destroyed after use and not copied.

e) Draft Technical specifications for the various projects and Tender documents for the same.

BPCL: ___________________ M/s‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Signed Signed

Page 49 of 57

ANNEXURE – IX

CREDENTIAL FORM

1 Name of the Company

:

2 Address

Telephone No

Fax No.

Contact Person

Mobile No

E-mail

:

:

:

:

:

:

3 Constitution of the Firm – Sole Proprietorship /

Partnership / Pvt Ltd / Public Ltd. / Public

Sector Company’s

:

4 Names of Proprietor/ Partners / Directors /

Executives

:

5 Organizational Structure

(Attach Organogram)

:

6 Year of Establishment & Start of Business

:

7 Name of the Bankers

:

:

8 Whether registered under SSI/NSIC/ MSME

:

9 Income Tax – PAN no. :

Page 50 of 57

10 Service Tax Registration Number

:

11 Have you provided call center services to Oil

Marketing Cos? (Y/N)

If yes, provide details

:

12 List the geographical area of your operations :

13

List of Clients :

14 Whether the applicant has been blacklisted /holiday

listed by BPCL and/or MOP&NG and/or any oil PSE

in the past.

If yes, name of organization

Date of holiday-listing

Is the holiday-listing period over as on the due date

of the tender?

# # # # #

Page 51 of 57

ANNEXURE – X

PROFORMA FOR PRICE BID

(To Be Submitted Online)

Financials

Sr. No. Description Qty Unit

Rate Per 8 hr seat

per month Value

` `

1

Monthly charge for 8 hours per

day seat during Year 1 1500 Seat-

Month

2

Monthly charge for 8 hours per

day seat during Year 2 1500 Seat-

Month

3

Monthly charge for 8 hours per

day seat during Year 3 1500 Seat-

Month

4

Monthly charge for 8 hours per

day seat during Year 4 1500 Seat-

Month

5

Monthly charge for 8 hours per

day seat during Year 5 1500 Seat-

Month

Total

Service Tax 14.00%

Krishi Kalyan Cess 0.5%

Swachha Bharat Cess 0.5%

Grand Total

The rate should be all inclusive covering all costs including PF, ESI, other staff amenities, hardware, software,

other infrastructure costs, office overheads, establishment expenses, supervision, management costs etc

The rate should be on per seat basis (seat is defined for an 8 hr work-shift) for a total of 125 seats per day for 5

years period. Variation in bids for any year should not be less than 95% than the previous year. However BPCL

will start the operations with 75 seats divided in 3 shifts as mentioned in the tender document and will expand

upto a maximum of 125 seats on the basis of incremental call traffic during the period of contract with the same

terms and conditions.

# # # #

Page 52 of 57

ANNEXURE – XI

PROFORMA FOR PERFORMANCE BANK GUARANTEE

(On Non-judicial paper for appropriate value)

To,

Bharat Petroleum Corporation Limited

---------------------------------

--------------------------------

Dear Sir,

In consideration of the Bharat Petroleum Corporation Limited, (hereinafter called ‘the Company’ which

expression shall include its successors and assigns) having awarded to M/s. (Name) ……….

(Constitution)………….. (address) ……….(hereinafter referred to as “The vendor” which expression shall

wherever the subject or context so permits include its successors and assigns) a supply contract in terms interalia,

of the Company’s Purchase order No…….. dated ………. and the General and Special Purchase Conditions of

the Company and upon the condition of vendor’s furnishing security for the performance of the vendor’s

obligations and/or discharge of the vendor’s liability under and / or in connection with the said supply contract

upto a sum of Rs.(in figures)…………..Rs(in words)…………………………only amounting to 10% (ten

percent) of the total contract value.

We, (Name)…………..(constitution) ……………(hereinafter called “the Bank” which expression shall include

its successors and assigns) hereby jointly and severally undertake and guarantee to pay to the Company in -----

(Currency) forthwith on demand in writing and without protest or demur of any and all moneys any wise payable

by the Vendor to the Company under in respect of or in connection with the said supply contract inclusive of all

the Company’s losses and expenses and other moneys anywise payable in respect to the above as specified in any

notice of demand made by the Company to the Bank with reference to this Guarantee upto an aggregate limit of

Rs(in figures)…………Rs(in words)……………………….only.

AND the Bank hereby agrees with the Company that

i. This Guarantee/undertaking shall be a continuing guarantee and shall remain valid and irrevocable for

all claims of the Company and liabilities of the vendor arising upto and until midnight of

…………………………………..

This date shall be 6 months from the last date of guarantee period.

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ii. This Guarantee / Undertaking shall be in addition to any other guarantee or security of whatsoever that

the Company may now or at any time otherwise have in relation to the vendor’s obligation/liabilities

under and /or connection with the said supply contract, and the Company shall have full authority to take

recourse to or reinforce this security in preference to the other security(ies) at its sole discretion, and no

failure on the part of the Company in enforcing or requiring enforcement of any other security shall have

the effect of releasing the Bank from its liability hereunder.

iii. The Company shall be at liability without reference to the Bank and without effecting the full liability

of the Bank hereunder to take any other security in respect of the vendor’s obligations and /or liabilities

under or in connection with the said supply contract and to vary the terms vis a vis the vendor of the said

supply contract or to grant time and / or indulgence to the vendor or to reduce or to increase or otherwise

vary the prices of the total contract value or to release or to forbear from enforcement all or any of the

obligations of the vendor under the said supply contract and / or the remedies of the Company under any

other security(ies) now or hereafter held by the Company and no such dealing(s), variation(s),

reduction(s), increase(s) or the indulgence(s) or arrangement(s) with the vendor or release or forbearance

whatsoever shall have the effect of releasing the Bank from its full liability to the Company hereunder

or of prejudicing rights of the Company against the Bank.

iv. This Guarantee /Undertaking shall not be determined by the liquidation or winding up or dissolution or

change of constitution or insolvency of the vendor but shall in all respects and for all purposes be binding

and operative until payment of all moneys payable to the Company in terms hereof.

v. The Bank hereby waives all rights at any time inconsistent with the terms of the Guarantee/ Undertaking

and the obligations of the Bank in terms hereof shall not be anywise affected or suspended by reason of

any dispute or disputes having been raised by the vendor (whether or not pending before any Arbitrator,

officer, Tribunal or Court) or any denial of liability by the vendor or any other order of communication

whatsoever by the vendor stopping or preventing or purporting to stop or prevent any payment by the

Bank to the Company in terms hereof.

vi. The amount stated in any notice of demand addressed by the Company to the Guarantor as liable to be

paid to the Company by the vendor or as suffered or incurred by the Company on account of any losses

or damages of costs, charges and or expenses shall as between the Bank and the Company be conclusive

of the amount so liable to be paid to the Company or suffered or incurred by the Company, as the case

may be and payable by the Guarantor to Company in terms hereof.

Yours faithfully,

(Signature)

NAME & DESIGNATION

NAME OF THE BANK

NOTES:

# # # # #

Page 54 of 57

ANNEXURE – XII

DECLARATION FORM

PART- A

(Applicable where BIDDER is Sole Proprietor)

1. Name of Tenderer :

2. Address :

Office :

Residence :

3. Telephone :

4. State whether bidder is : Yes/No*

related to any of the director(s) of BPC

5. If `Yes' to 4, state the name of :

the Director and bidder’s relationship with him/her.

* Strike whichever is not applicable.

Page 55 of 57

PART -B

(Applicable where the Bidder is a Partnership Firm)

1. Name of the Partnership firm :

2. Address :

3. Name of Partners :

4. State whether any of the partner : Yes/No*

is a Director to BPC

5. If `Yes' to 4 ,state the names(s) : Yes/No*

of Directors.

6. State whether any of the partner : Yes/No*

is related to any of the Director(s)

of BPC

7. If `Yes' to 6 state the name(s) :

of Director(s) and the concerned

Partner's relationship with him/her.

* Strike whichever is not applicable.

Page 56 of 57

PART -C

(Applicable where the Bidder is a Public / Private Ltd. Co.)

1. Name of the Company :

2. Address of :

Regd. Office :

Principal Office :

3. State whether the company is :

a Pvt. Ltd. Co. or Public Ltd Co.

4. Names of Directors of the :

Company

5. State whether any of the : Yes/No*

Page 57 of 57

Director of your Company is a

Director of BPC .

6. If `Yes' to (5) state the name(s) :

name(s) of the Director

7. State whether any of the Director : Yes/No*

of your Company is related to any

of the Director's of BPC.

8. If `Yes' to (7) state the name(s) :

of Director and the concerned

Director's (of the Vendor)

relationship with him/her.

*Strike whichever is not applicable.