PUNJAB & SIND BANK

REQUEST FOR PROPOSAL

FOR

“End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

Tender No. PSB/HOIT/RFP/158/2021-22

Dated 14.06.2021

Head office: Bank House, 21, Rajendra Place New Delhi - 110008

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Abbreviations used in this Document

1 RFP Request for Proposal (Interalia the term “Tender”) 2 EPG Electronic Payment Gateway through Credit and Debit Cards, Internet Banking, Mobile Banking, Wallet Transaction, Virtual Cards, Prepaid cards, UPI etc., on various channels like web, Mobile app etc. 3 BIDDER Who submit the proposal in response to this tender 4 SUCCESSFUL Means the Bidders who are shortlisted by the Bank as per the criteria BIDDER enlisted in the tender document and subject to compliance of all the Terms and Conditions of the RFP, etc. 5 SERVICE Means respondent to the RFP document also abbreviated as “Bidder” PROVIDER 6 NEFT National Electronic Funds Transfer 7 RTGS Real Time Gross settlement 8 NPCI National Payments Corporation of India 9 AMEX American Express 10 EMV Euro pay, MasterCard , and Visa, 11 NMAS National Merchant Alert System 12 PCI-DSS Payment Card Industry Data Security Standard 13 PA-DSS Payment Application-Data Security Standard 14 DRS Disaster Recovery Site 15 BCP Business Continuity Plan 16 OEM Original Equipment Manufacturer 17 BIN Bank Identification Number 18 BG Bank Guarantee 19 SOLUTION Means End to End solution to supply, set up, Manage and Operate electronic Payment Gateway for fee/Bill collection and other approved commercial payments /collections in online and offline mode.

20 SLA Service Level Agreement

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INDEX

S. No. Detail Page No. From To

1 Key Information about Tender 4 5

2 Introduction 6 6

3 Disclaimer 7 7

4 Chapter 1 – Instructions to Bidders 8 21

5 Chapter 2- Terms and Conditions 22 31

6 Chapter 3 - Scope of Work 32 37

7. Chapter 4 – Uptime and Penalties 38 38

8. Annexures and Formats 38 78

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KEY INFORMATION

Particulars Details

Tender Number PSB / HOIT / RFP / 158 / 2021-22

Tender Title Request for proposal for Selection of vendor for End-To- End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS” Participation Fee (Non- Rs. 10,000 + 18 % GST (Non-refundable) should be Refundable) submitted online only in favour of Punjab & Sind Bank on or before last date of bid submission in the following account: IFSC Code: PSIB0000606 Bank & Branch: Punjab & Sind Bank, Rajendra Place, New Delhi -110008 Account No. 06061100068431 (14 digits) Bid Security (EMD- Earnest Rs. 5,00,000/- (Rs. Five Lakh only) Money Deposit) * In the shape of Irrevocable Bank Guarantee for minimum 225 days from any scheduled commercial bank as per format given in Annexure 17. Bank & Branch: Punjab & Sind Bank, Rajendra Place, New Delhi. IFSC Code: PSIB0000606 (GST No. 07AAACP1206G3ZX) Bid Validity 180 days

Date of Publishing the tender on 14.06.2021 11:00 Hrs. Bank’s Website Last Date for submission of Pre- 18.06.2021 12:00 Hrs. Bid Query (Queries must be mailed to [email protected] only as per Annexure 20 in MS- excel format quoting tender reference number in the subject) Date and Time for Pre Bid Meeting 21.06.2021 12:00 Hrs. Last Date and time for submission 05.07.2021 15:00 Hrs. of Bids Date and Time of opening of 05.07.2021 15:30 Hrs. Technical Bids Date and Time of opening of To be notified later to the qualifying bidders only. Commercial Bids Place of submission and opening Punjab & Sind Bank, of Bids HO IT Department, Second Floor, Plot No. 151, Sector 44, Gurugram-122003, Haryana. Contact Persons for any Asst. Gen. Manager (ADC) - +91- 9759780603 clarifications/ Submission of Bids Chief Manager (IT) +91- 8285078008

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*All MSEs(Micro & Small Enterprises) having registration as per provisions of the Public Procurement Policy for Micro and Small Enterprises i.e. District Industries Centre (DIC) or Khadi and Village Industries Commission (KVIC) or Khadi and Industries Board (KVIB) or Coir Board or National Small Industries Commission (NSIC) or directorate of Handicrafts and Handlooms or Udyog Aadhaar Memorandum or any other body specified by Ministry of MSME and Start-ups (recognized by DIPP) are exempted from submission of Participation Fee and EMD only. Relevant certificates should be submitted by the bidder in this regard to avail exemption. Also, copy of valid MSME/NSIC registration Certificate bearing registration no. to be submitted.

Note:

1. The above dates are tentative and are subject to change without any prior notice or intimation. Notwithstanding anything contained in this document, Bidders shall confirm with the Bank the venue, date and time, one day prior to any of the above scheduled event.

2. If any of the dates given above happens to be Holiday in Haryana, the related activity shall be undertaken on the next working day at the same time.

3. All Claims made by the Bidder will have to be backed by documentary evidences.

4. Bidders to ensure to get themselves registered timely on e-procurement site, managed by Bank’s service provider M/s C1 India Pvt. Ltd. as detailed in the RFP, at least two working days before the bid submission date, to avoid last moment issues.

5. Bidders are required to strictly submit their bids in personal and in electronic form too using the e-procurement system at https://psb.eproc.in by using their digital certificates of class III and above (both encryption and signing). Bidders are advised to keep digital certificates (or tokens) ready at time of submission of bid. Use of Digital Certificate is mandatory for participation in e-tendering process. Bidders should ensure that Digital token has not expired or corrupted at the time of e- tendering process. In case of any clarification/ queries regarding online registration/ participation, Bidders may reach out to: Email: [email protected] Ph: 0124- 4302033/36/37.

6. Bidders should submit bids well before time rather than waiting for last moment to avoid any technical glitches or networking issues etc. at their end.

7. Bidders are requested to use a reliable internet connection (data cable / broad band) to safeguard themselves. Bank is not responsible for telephone line glitch, internet response issues, hardware hangs etc., at bidder’s end.

8. No Claim of any bidder shall be entertained, whatsoever for delayed submission of their bid at any stage because of any reason. Therefore, bidders are advised to submit their bids well before the scheduled time. .

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PUNJAB & SIND BANK, INFORMATION TECHNOLOGY DEPARTMENT, GURUGRAM

INVITATION FOR BIDS (IFB)

DATE: 14.06.2021 RFP No.: PSB/HOIT/RFP/158/2021-22

INTRODUCTION

Punjab & Sind Bank (hereon referred to as ‘PSB’ or the ‘Bank’), one of the leading nationalized Banks of the country, has a national presence through a widespread network of 1500 plus branches/offices all networked under Centralized Banking Solution. It also has a network of more than 1000 ATM(s) spread across the country including onsite and offsite ATMs as well. With more than 112 years of customer services, the Bank has a large satisfied clientele throughout the country. The Bank's Head Office is at Rajendra Place, New Delhi and its Department of Information Technology is at 2nd Floor, Plot No-151, Sector - 44 Gurgaon. For enhancing customer convenience levels and overall inter-branch efficiency, the bank has been a frontrunner in implementing various IT enabled products.

Punjab & Sind Bank intends to select vendor for selection of vendor for End-to-End White Labelled Payment Gateway Solution” For Merchant Acquiring Business for facilitating payments over internet and through offline transactions ON “REVENUE SHARING BASIS” to meets its requirement of our Customers.

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DISCLAIMER

I. The information contained in this Request for Proposal Document (RFP Document) or subsequently provided to Bidder/s, whether verbally or in documentary form by or on behalf of the Punjab & Sind Bank or any of their representatives, employees or advisors (collectively referred to as ― Bank Representatives), is provided to Bidder(s) on the terms and conditions set out in this RFP Document and any other terms and conditions subject to which such information is provided. This document shall not be transferred, reproduced or otherwise used for purpose other than for which it is specifically issued.

II. This RFP Document is not an agreement and is not an offer or invitation by the Bank Representatives to any party other than the entities who are qualified to submit their Proposal (Bids). The purpose of this RFP Document is to provide the Bidder with information to assist the formulation of their Proposal. This RFP Document does not purport to contain all the information each Bidder may require. This RFP Document may not be appropriate for all persons, and it is not possible for the Bank Representatives, their employees or advisors to consider the investment objectives, financial situation and particular needs of each party who reads or uses this RFP Document.

III. The Bank, its employees and advisors make no representation or warranty and shall have no liability to any person, including any Applicant or Bidder under any law, statute, rules or regulations or tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost or expense which may arise from or be incurred or suffered on account of anything contained in this RFP or otherwise, including the accuracy, adequacy, correctness, completeness or reliability of the RFP and any assessment, assumption, statement or information contained therein or deemed to form or arising in any way for participation in this bidding process.

IV. The Bank also accepts no liability of any nature whether resulting from negligence or otherwise, howsoever caused arising from reliance of any Bidder upon the statements contained in this RFP.

V. The Bidder is expected to examine all instructions, forms, terms and specifications in the RFP Document. Failure to furnish all information required by the RFP Document or to submit a Bid not substantially responsive to the RFP Document in all respect will be at the Bidder’s risk and may result in rejection of the Bid.

VI. The Bank Representatives may in their absolute discretion, but without being under any obligation to do so, update, amend or supplement the information in this RFP Document.

VII. The Bank makes no representation or warranty and shall incur no liability, whatsoever, under any law, statute, rules or regulations on any claim by any bidder or if any potential Bidder makes in case of failure to understand the requirement and respond to the tender document. If there are conflicting points in this tender document, the Bank reserves the right to take a position on the conflicting issue which will be binding on the Bidder any time during the period of contract and no appeal will be entertained in this regard.

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CHAPTER – 1

INSTRUCTIONS TO BIDDERS

1.1 Minimum eligibility Criteria for the Bidders shall be as under: -

S. No. ELIGIBILITY CRITERIA SUPPORTING DOCUMENTS TO BE SUBMITTED EC-1 The bidder should be a registered corporate in Copy of Certificate of India registered under the Companies Act, Incorporation/ Certificate of 1956/2013 and should have been in existence in commencement of business/ India for the last five years as on date of Memorandum & Article of submission of Bid. Association whichever is applicable. EC-2 Bidder should have implemented/managed Bidder has to submit Payment Gateway Solution (As given in the Certificates/Letter from the definition here above) successfully on hosted client. model for minimum 03 years, during the last 05 years for at least 02 Scheduled Commercial Banks. EC-3 The Bidder should have yearly transaction Bidder has to submit processing volume of not less than Rs.250 Crores certificates /Letters from clients during last two financial years i.e. 2019-20 and clearly specifying the yearly 2020-21. transaction processed.

EC-4 The bidder should have a minimum turnover of Copies of Audited Balance Rs.50 Crore per annum for the last 3 financial sheet and Profit & Loss A/c years i.e. 2018-19, 2019-20 & 2020-21 from their along with a Certificate as per operations and the bidder should also have Annexure-10 duly signed and networth of Rs.15 Crore during the last financial stamped by CA are required to year i.e. 2020-21. be submitted. EC-5 The bidder should not be involved in any legal case Self-declaration confirming the that may affect the solvency / existence of firm or in criteria. any other way affect the bidder’s capability to provide / continue the services to Bank. EC-6 Bidder should not be currently black-listed by any Self-declaration confirming the Government Agency / Banks / Financial Institutions criteria. / RBI / NPCI / IBA. Bidder must certify to that effect. EC-7 The bidder should have permanent office in India. Self-declaration with office address. EC-8 The bidder should not have filed for Bankruptcy in Self-declaration confirming the India at the time of bid submission. criteria. EC-9 The bidder should have branch/ service centers at List of service center with full least at 5 centers in India Address, Name, and Contact Number etc. should be attached.

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S. No. ELIGIBILITY CRITERIA SUPPORTING DOCUMENTS TO BE SUBMITTED EC-10 The solution should be a PCI-DSS and PADSS Copy of valid Certificates as on certified company as on date. The hosting space date of Bid to be submitted. should be ISO 27001 certified. EC-11 The Bidder should have direct/indirect arrangement Details along with supporting with Card Associations/ Net Banking/ Wallets/UPI/ documents are to be provided. IMPS/ other payment modes if any. EC-12 The Bidder should have a robust Fraud Risk Details along with Monitoring Management Monitoring system in place. mechanism to be provided.

EC-13 The Bidder has necessary Approval/Authorisation Supporting documents are to to setup, run, and operate such Payment Gateway be provided. System from statutory/regulatory authorities. EC-14 EPG Infrastructure supply & management shall Self-declaration confirming the comply with RBI/Govt./NPCI/IBA guidelines from criteria. time-to-time. EC-15 The bidder should not be from a country which A declaration on letter head of shares a land border with India unless the bidder is bidder duly signed by registered with the Competent Authority (as Authorised Signatory stating detailed in Office memorandum- F.No.6/18/2019- the following is to be submitted: PPD of Dept. of Expenditure, Ministry of Finance). Bidder from a country which shares land border with India means: “We have read the clause a. An entity incorporated, established or registered in regarding restrictions on such a country; or procurement from a bidder of a b. A subsidiary of an entity incorporated, established country which shares a land or registered in such a country; or border with India; We certify c. An entity substantially controlled through entities that we are not from such a incorporated, established or registered in such a country; or country or; if from such a d. An entity whose beneficial owner is situated in such country, have been registered a country; or with the Competent Authority. e. An Indian (or other) agent of such an entity; or We hereby certify that we fulfil f. A natural person who is a citizen of such a country; all requirements in this regard or and are eligible to be a. A consortium or joint venture where any member of considered”. the consortium of joint venture falls under any of the above.

Note:

I. Photocopies of relevant documents / certificates duly stamped and signed by authorized person, must be submitted as proof in support of the claims made. The Bank reserves the right to verify /evaluate the claims made by the Bidder independently. The decision of the Bank in this regard shall be final, conclusive and binding upon the Bidder. If any of the self- declaration found incorrect, Bank may blacklist the bidder and invoke the EMD. II. It is to note that the only vendors, who fulfil all the qualifications mentioned in the “eligibility criteria” of the tender, are eligible to participate in the tender. The Bank reserves the right to relax or enhance the eligibility criteria depending on the merits and may accept/reject any or all of the offers without assigning any reason whatsoever.

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1.2 Cost of Tender

a) The tender document is required to be downloaded from the Bank’s official website www.psbindia.com. The bidder is required to submit a non-refundable fee as mentioned in Key-Information by way of NEFT only in favour of Punjab & Sind Bank, payable at New Delhi, before submission of the complete bid, failing which the bid of the concerned Bidder will be rejected. It may be noted that amount will not be refunded to any prospective bidder under any circumstances including cancellation of RFP. The softcopy will also be available at the Bank’s authorized e-Tendering website: https://psb.eproc.in

b) Bidder shall bear all costs associated with the preparation and submission of its Bid and the Bank will in no case be responsible or liable for these costs, regardless of the conduct or outcome of the Bidding process.

c) If any information / data / particulars are found to be incorrect, Bank will have the right to disqualify / blacklist the bidder and invoke the Performance bank guarantee/ forfeit the EMD. All communications, correspondence will be only to the authorized signatory of the prime bidder. Any partner/sub-contractor has to communicate only through the prime bidder. The prime bidder will act as the single point of contact for the Bank.

d) Bank reserves its right to cancel the order even after placing the letter of Intent (LOI) / Purchase Order (PO), if Bank receives any directions / orders from Statutory Body / RBI/Govt. of India in a nature that binds the Bank not to take the project forward.

e) Please note that any deviations mentioned anywhere in the Bid Document will not be considered and evaluated by the Bank and the bid will be summarily rejected and no further clarification will be sought. Bank reserve the right to reject the bid, if bid is not submitted in proper format as per RFP.

f) No Bidder solely or jointly shall submit more than one Bid for the Project.

1.3 Language of the Bid

The bid as well as all correspondence and documents relating to the bid exchanged by the Bidder and the Bank shall be in English language only.

1.4 Bid Currency & Price Structure

Prices shall be expressed in the Indian Rupees only. The bidder must quote the price exclusive of all the taxes and duties. The price shall not depend on any variation on dollar exchange rate/changes in tax structure.

1.5 Authorised Signatory /Personnel

The Bid Proposal being submitted would be binding on the Bidder. As such it is necessary that authorized personnel of the firm or organization must sign the Bid. The designated personnel should have the POA clearly mentioning his / her authority to sign the bid on behalf on company be authorized by a senior official of the Organization having such authority to do so. The Xerox copy of necessary Original Resolutions/ Authority/ Power of Attorney having authority to authorize the person to submit Bid Documents, on behalf of the Company shall be enclosed. The proposal must be accompanied with an undertaking letter duly signed by the designated personnel providing a Bid commitment indicating the complete name and designation of the designated personnel. Page 10 of 78

1.6 Two Bid System

a. The bidder shall submit his response to the present RFP Document separately in two parts – “The Technical Bid” and ‘Commercial Bid’. Technical Bid will contain complete product specifications as per the specified standard determined by the bank whereas Commercial Bid will contain the pricing information. In the first stage, only the Technical Bids shall be opened and evaluated as per the Eligibility criterion determined by the Bank. Those bidders satisfying the technical requirements as determined by the Bank in its absolute discretion shall be short-listed for opening their Commercial Bid.

b. The Bank reserves the right to accept or not to accept any bid or to reject a particular bid at its sole discretion without assigning any reason whatsoever.

c. Bid documents shall be submitted in a Single sealed envelope, including Bid Security (EMD) and other required documents as mentioned in the RFP Document and a separate sealed envelope containing Commercial Bid , duly super-scribing the envelope with the reference of this RFP, due date, name of the Bidder with contact details, Offer reference number etc. Bid document should be duly filed and all the pages of Bid including Brochures should be made in an organized, structured, and neat manner. Brochures / leaflets etc. should not be submitted in loose form. All the pages of the submitted Bid Documents should be serially numbered and the Bidder’s seal duly affixed with the Signature of the Authorized Signatory on each page. Documentary proof, wherever required, in terms of the RFP shall be enclosed.

d. The Bids containing erasures or alterations will not be considered. There should be no hand-written material, corrections or alterations in the Bids. Technical details must be completely filled in. Correct technical information of the product being offered must be filled in.

1.7 Formation of Bid

1. The technical bid should be submitted in a single hard-bound file. No loose page be submitted.

2. All pages of the Bid Document must be serially numbered, and each page must be manually/physically signed by the authorized signatory and stamped by Bidder’s Official seal. No document should contain photocopy/stamp of the sign.

3. The Entire bid document must be signed by a Single Authorized Signatory Only. If Bank seeks any clarification during the evaluation, the clarification documents should also be signed by the same authorized signatory who has signed the bid documents.

4. All Annexures must be on the letter head of the Bidder. All documents, addressed to the Bank, should be submitted in Original. (No Photocopies will be acceptable).

5. All third party documents must be signed by their authorized signatory and his/her designation, Official E-mail ID and Mobile no. should also be evident.

6. All supporting documents must be submitted in readable form.

The Bid should be properly sealed and marked as “Bid for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”, Tender Reference Number, Bidder’s name and address.

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The Technical Bid shall contain the following documents: -

S. No. Documents 1 Checkpoints to ensure accuracy of the bid before physical submission of the bid as per Annexure 1 2 Tender Covering Letter as per Annexure 2 3 Compliance to Minimum Eligibility Criteria as per Annexure 3 (please ensure that all related documents to Minimum Eligibility criteria have been attached) 4 Bidders Information as per Annexure 4 5 Authorization Letter Format as per Annexure 5 6 Acceptance of the terms and conditions of RFP and Technical Specifications (compliance Statement as per Annexure 6 7 Performance Statement as per Annexure 7 8 Proposed Team Profile as per Annexure 8 9 Escalation Matrix as per Annexure 9 10 Audited financial results certificate as per Annexure 10 11 Scope of work compliance as per Annexure 11 12 Service Support Centers details as per Annexure 12 13 Another Sealed Envelope containing commercial Bid as per Annexure 13 (A), 13(B), 13 (C) duly labeled as ‘Commercial Bid’ and Tender Ref. No., Name of the Bidder. 14 Technical Parameters as per Annexure 14 15 Compliance for Technical Specification as per Annexure 15 16 Integrity Pact As per Annexure 16 (To be stamped on Rs.100 non-judicial stamp paper). 17 Bid Earnest Money in the form of Irrevocable Bank Guarantee as per Annexure 17 18 Duly signed and stamped copy of RFP & Addendum to be submitted along with Technical Bid. 19 Duly signed and stamped Price Masked commercial bid – Annexure 13 (A), 13(B), 13 (C). 20 Declaration/Certificate w.r.t restrictions on procurement from abider of a country which shares a land border with India as per EC 15. 21 Detail of Payment made on account of bid fee through NEFT (UTR No, Date of Tran etc.) 22 Power of Attorney on non-judicial stamp paper of Rs. 100/- for authorizing official for signing the Bid. 23 Any other documents as specified in the RFP or indicating the features of the solution.

Note: All Claims made by the Bidder will have to be backed by relevant documentary evidence.

1.8 Submission of bid

The Bank expects the bidders to carefully examine all instructions, terms and conditions, technical specifications mentioned in this RFP document before submitting its unconditional compliance as part of the RFP. Failure to furnish all information required or submission of an RFP not substantially responsive to the RFP in every respect will be at the bidder’s risk and may result in the rejection of its response/bid without any further reference to the bidder. Bidders should strictly submit the bid as per RFP failing which the bid will be rejected as non-responsive.

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A complete Bid with all supporting documents, duly sealed should be submitted, in person as well as electronically as mentioned in KEY-INFORMATION of this document, on or before the last Date and Time for bid submission at the address mentioned below.

Punjab & Sind Bank, Information Technology Department, 2nd Floor, Institutional Area, Plot No. 151, Sector 44, Gurugram 122003.

Kindly note that hard copy of Technical Bid will be received/accepted only after successful submission of Bid electronically.

Any other mode of submission, e.g. by courier, fax, e-mail etc. and submission of bid at any other place will not be accepted/considered.

Bid will be submitted in the legal name of the bidder and shall be signed and duly stamped by the bidder or a person duly authorized to sign on behalf of the bidder. Further, this tender document is not transferable. Only the party, which has purchased this tender, is entitled to quote.

1.9 Cost of Preparation and submission of bid

The Bidder shall bear all costs associated with the preparation and submission of its Bid and the Bank will in no case be responsible or liable for these costs, regardless of the conduct or outcome of the Bidding process.

1. If any information / data / particulars are found to be incorrect, Bank will have the right to disqualify/ blacklist the bidder and invoke the Performance bank guarantee/ forfeit the EMD. All communications, correspondence will be only to the authorized signatory of the prime bidder. Any partner/sub-contractor has to communicate only through the prime bidder. The prime bidder will act as the single point of contact for the Bank.

2. Bank reserves its right to cancel the order even after placing the letter of Intent (LOI) / Purchase Order, if Bank receives any directions / orders from Statutory Body / RBI/Govt. of India in a nature that binds the Bank not to take the project forward.

3. Please note that any deviations mentioned anywhere in the Bid Document will not be considered and evaluated by the Bank and the bid will be summarily rejected and no further clarification will be sought. Bank reserve the right to reject the bid, if bid is not submitted in proper format as per RFP.

1.10 Late bids

Bank will not accept/receive any bid after the due date and time (for receipt of bids as prescribed in this RFP) in any circumstances. Bidders are advised to take a note of it. Any bid received by the Bank after the deadline for submission of bids will be rejected and/or returned unopened to the Bidder, if so desired.

1.11 Modification and/or Withdrawal of Bids

Bids once submitted will be treated, as final and no modification will be permitted. No correspondence in this regard will be entertained. No bidder shall be allowed to withdraw the bid after the deadline for submission of bids.

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1.12 Earnest Money Deposit (EMD)

Non-submission of Earnest Money Deposit as mentioned in Key-Information will lead to outright rejection of the Offer/Bid. The EMD is to be submitted in the shape of irrevocable Financial Bank Guarantee from any scheduled commercial bank (other than Punjab & Sind Bank) valid for minimum 225 Days from the last date of Bid Submission. EMD will not be accepted in any other form & Bid will be rejected.

EMD of unsuccessful Bidders will be returned on completion of the procurement process. The EMD of successful Bidder(s) will be returned within 30 days on submission of irrevocable Performance Bank Guarantee subject to verification of PBG by issuing Bank.

The Earnest Money Deposit may be forfeited under the following circumstances:

a. If the Bidder withdraws its bid during the period of bid validity (180 days from the date of opening of the technical bid). b. If the Bidder makes any statement or encloses any form which turns out to be false, incorrect and/or misleading at any time prior to signing of contract and/or conceals or suppresses material information; and / or c. In case of Technically qualified bidder, if the bidders fail:  To participate in commercial bidding.  To accept bid after submitting the bid in commercial bidding. d. In case of the successful Bidder, if the Bidder fails:  To accept the commercial bid price submitted during commercial bidding.  To sign the Contract in the form and manner to the terms of RFP  To furnish irrevocable Performance Bank Guarantee (PBG) in the form and manner to the terms of RFP.

1.13 Performance Bank Guarantee

The successful bidder shall be required to submit a Performance Guarantee to the bank for Rs.20 lakhs (Rs. Twenty Lakhs only) for an initial period of 36 months with claim period of 1 year, indemnifying any loss to the Bank. The Bank Guarantee shall be provided within 30 days from the date of acceptance of the offer by the successful bidder as per Annexure 18. Bank has the right to invoke the PBG for any non-compliance of the terms & conditions in terms of this RFP at any point of time. Thus, in case vender(s) fails to perform the contract or fails to pay the due penalty, if any, as demanded by bank, Bank shall invoke the Performance Bank Guarantee to recover penalty/damages.

1.14 Erasures or Alterations

The Bid should contain no alterations, erasures or overwriting except as necessary to correct errors made by the Bidder, in which case corrections should be duly stamped and initialed / authenticated by the person/(s) signing the Bid. The Bidder is expected to examine all instructions, forms, terms and specifications in the bidding documents. Failure to furnish all information required by the bidding documents or submission of bid not substantially/conclusively responsive to the bidding documents in every respect will be at the Bidders risk and may result in rejection of the bid.

Bids once submitted will be treated, as final and no modification will be permitted. No correspondence in this regard will be entertained. No bidder shall be allowed to withdraw the bid after the deadline for submission of bids.

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1.15 Opening of bids

Technical Bid offer will be opened on the date and time mentioned in the RFP ‘Key- Information’ in the presence of the representatives of prospective Bidders having authority letter as per the format (Annexure - 5) & KYC document in hand on behalf of company to attend the opening of said bids. No separate intimation will be given in this regard. Authorization letter should be carried in person and shall not be placed inside any of the bid covers.

If any of the bidders or all bidders who submitted the tender are not present during the specified date, time and venue of opening it may be deemed that such bidder is not interested to participate in the opening of the Bid/s and the bank at its discretion will proceed further with opening of the Technical Bids in their absence.

An “on the spot statement” giving details of the bids opened and other particulars as read out during the opening of the bids will be prepared which will then be signed by all the bidders/representatives and bank officers present at the time of opening of bids.

1.16 Evaluation Process of the Bids

The Evaluation will be a Three-stage process:

I. Eligibility Criteria Evaluation - (Mandatory to meet by each of the prospective bidders) II. Technical Evaluation- (For bidders founded eligible in Eligibility Criteria Evaluation) III. Commercial Evaluation- (For technically qualified Bidders)

The evaluation by the Bank will be undertaken by a committee of internal Bank officials and may include Consultant. The decision of Bank’s Committee shall be considered final and will be binding on all the bidders.

1.16.1 Preliminary Scrutiny a. The Bank shall examine the bids to ascertain whether they are Complete; whether any computational errors have been made; whether required information has been provided as underlined in the bid document; whether the documents have been properly signed, and whether bids are generally in order. The bid not conforming to the terms and conditions of bid document will be liable to be rejected. Bids from agents without proper authorization from the Bidder as per the authorization form, shall be treated as nonresponsive and will be out-rightly rejected. b. The Bank may, at its discretion, waive any minor infirmity, non-conformity, or irregularity in a Bid, which does not constitute a material deviation without any reference to the bidder or their representatives. Bank’s decision with regard to minor non-conformity is final and the waiver shall be binding on all the bidders. Bank reserves the right for such waivers. c. The Bank will first examine whether the Bid and the Bidder is eligible in terms of Eligibility Criteria. The bids not meeting the Minimum Eligibility Criteria shall not be considered for further evaluation. d. Prior to technical evaluation, the Bank will determine the responsiveness of each Bid to the Bidding Document. For purposes of these Clauses, a responsive Bid is one, which conforms to all the terms and conditions of the RFP Document without material deviations. Deviations from, or objections or reservations to critical provisions, such as those concerning Bid Security (EMD), Applicable Law, Performance Bank Guarantee, Eligibility Criteria, will be deemed to be a material deviation. Page 15 of 78

e. The Bank’s determination of a Bid’s responsiveness will be based on the contents of the Bid itself, without recourse to extrinsic evidence. If a Bid is not responsive, it will be rejected by the Bank and may not subsequently be made responsive by the Bidder by correction of the non-conformity. f. Arithmetic errors will be rectified on the basis that if there is discrepancy between words and figures, the amount in the words will prevail.

1.16.2 Clarification of bids

To assist in the scrutiny, evaluation and comparison of offers/bids, the Bank may, at its sole discretion, ask some or all Bidders for clarification of their offer/bid. The request for such clarifications and the response will necessarily be in writing and no change in the price or substance of the bid shall be sought, offered or permitted. All clarifications received by within stipulated time shall be considered for evaluation. In case a clarification is not received within the stipulated time, the respective technical parameter would be treated as non-compliant and any decision of the Bank in this regard shall be final, conclusive and binding on the Bidder. Any subcontract by the bidder/s after the acceptance of letter of selection, will not relieve the bidder from any liability or obligation under the contract with Bank.

1.16.3 Technical evaluation

The technical bids shall be evaluated by a committee of experts constituted by the Bank for the following:

i. Compliance of Minimum eligibility criteria ii. Receipt of all/complete documents/information/undertakings etc. iii. Compliance of technical specifications of the products quoted as per Annexure-15. iv. Adherence to support set up requirements.

The Bank may call upon the Bidders to make a Presentation regarding its technical capabilities and proposed solution employed towards execution of the services required by the Bank. Bidders shall be given a minimum of three days to put up this presentation, if called upon to do so. The presentation of proposed solution will be at Bidder’s cost at Office of the Bank at Delhi/NCR.

As a part of evaluation process of technical bids, the Bank may inspect the Bidder’s processing facilities. The bidder will facilitate inspection of sites selected by the Bank. The cost incurred by the evaluation team representing the Bank for site visits will be borne by the Bank. The Bank, at its sole discretion, may engage technical consultants for the purpose.

Under technical bid evaluation, scoring will be allotted as given below:

S. No Particulars Marks Score of bidder’s response to Technical Requirements on the basis of 1 40 Annexure-14

a) To get eligibility to participate in Commercial Biding, the Bidder has to Score Minimum 30 Marks in the Technical evaluation i.e., 30 out of 40”.

The Commercial Bid of only those bidders who qualify in Technical bid evaluation will be reckoned for opening.

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1.16.4 Commercial Evaluation

Bank intends to shortlist a service provider on the basis of rates quoted as per Annexure-13 (A), (B) & (C) for providing the above services. The commercial bids shall be opened in the presence of short listed bidders, if they are present. If the shortlisted bidders or their duly authorized representatives are not present, the commercial bids will be opened in their absence. The intimation of time and place of opening of commercial bids will be informed separately to technically qualified Bidders only.

Under Commercial bid evaluation, scoring will be based on the following:

S. No Particulars Weightage 1 Rack rate/Base rate for each Value of weightage of rate for each 60% category of merchants/ category quoted by bidder in institutions like Government, Annexure-13(A) will be calculated Utility, Education, e-Commerce as per % weightage given in etc., Annexure-13(B). 2 The sharing percentage between % weightage of revenue share for Bank and the selected bidder of base/rack rate quoted by bidder will 40% the revenue generated as TDR. be calculated as per weightage The bidder has to submit/quote given in Annexure-13(C). the bidder’s share of percentage for rendering the services.

The aggregate value of weightage (Total of Annexure 13-B and Annexure 13-C) shall be considered for evaluation. The Bidder who gets the lowest value based on the commercial weightage shall be the L-1 Bidder.

1.15. Revelation of Prices

The prices in any form or by any reason should not be disclosed in the technical or other parts of the bid except in the commercial bid. Failure to do so will make the bid liable to be rejected.

1.17 Address for Submission of Bid and communication

The bidder is required to submit the bids in person as well as electronically as mentioned in the Key-Information. Along with electronic bids, bids required to be submitted offline as mentioned in the section 1.8 (Submission of bids). Offers should be addressed to the following office at the address given below:

Deputy General Manager (IT) Punjab & Sind Bank Information Technology Department 2nd Floor, Institutional Area, Plot No. 151, Sector 44, Gurugram 122003

1.18 No commitment to accept lowest or any bid

The Bank shall be under no obligation to accept the lowest or any other offer received in response to this tender notice and shall be entitled to reject any or all offers including those received late or incomplete at any stage. Bank reserves the right to make changes in the terms and conditions of purchase. Bank will be under no obligation to have discussions with any bidder, and/or entertain any representation.

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1.19 Right to Accept Any Bid And To Reject Any Or All Bids / Cancellation Of Tender Process:

Punjab & Sind Bank reserves the right to accept or reject in part or full any or all offers without assigning any reason thereof even after issuance of letter of Intent. Any decision of Punjab & Sind Bank in this regard shall be final, conclusive and binding upon the bidders. The Bank reserves the right to accept or reject any Bid in part or in full, and to annul the Bidding process and reject all Bids at any time prior to contract award, without thereby incurring any liability to the affected Bidder or Bidders or any obligation to inform the affected Bidder or Bidders of the grounds for Bank’s action.

During any stage of evaluation process, if it is found that the bidder does not meet the eligibility criteria or has submitted false /incorrect information the bid will be summarily rejected by the Bank and no further correspondence would be entertained in this regard. Bank further reserves the right to amend, rescind, reissue or cancel this RFP and all amendments will be advised to the Bidder and such amendments will be binding upon them. The Bank also reserves its right to accept, reject or cancel any or all responses to this RFP without assigning any reason whatsoever. Further please note that the bank would be under no obligation to acquire any or all the items proposed. No contractual obligation whatsoever shall arise from the RFP process unless and until a formal contract is signed and executed by duly authorized officials of Punjab & Sind Bank and the Vendor.

The Bank reserves the right to accept or reject any technology proposed by the bidder. Bank also reserves the right to revise the RFP, to request one or more re-submissions or Clarifications from one or more Bidders. No Bidder is obligated to respond to or to continue to respond to the RFP. Additionally, Bank reserves the right to alter the specifications, in part or whole, during the RFP process, and without re-issuing the RFP. Decision of the Bank in this regard shall be final and binding on the Bidders.

1.20 Correction of Errors with respect to submission of Commercial Bid

Bidders are advised to exercise greatest care in entering the pricing figures. No corrigenda or requests for prices to be corrected will be entertained after the bids are opened. If there are any corrections in the bid document, the authorized signatory should initial them all, failing which the figures for such item shall not be considered. Discrepancies in bids will be corrected as follows:

 Where there is a discrepancy between the amounts in figures and in words, the amount in words shall prevail.  Where there is a discrepancy between the unit rate and the line item total resulting from multiplying the unit rate by the quantity, the unit rate will govern unless, in the opinion of Bank, there is an obvious error such as a misplacement of a decimal point, in which case the line item total will prevail.  Where there is a discrepancy between the amount mentioned in the bid and the line item total present in the schedule of prices, the amount obtained on totaling the line items in the Bill of Materials will prevail.

The amount stated in the correction form, adjusted in accordance with the above procedure, shall be considered as binding. Based on the Bank’s requirements as listed in this document, the bidder should identify and offer the best-suited solution / bill of material for the product that would meet the Bank’s requirements and quote for the same.

During Tender process, if any event of conflict arises between the content of the Annexures submitted by bidders and the main body of RFP, then the content of main RFP shall prevail/ applicable. Page 18 of 78

1.21 Soft copy of tender document

The soft copy of the tender document will be made available on the Bank’s website https://psbindia.com, https://psb.eproc.in & on Govt. Site (e-Publishing). However, the Bank shall not be held responsible in any way, for any errors / omissions /mistakes in the downloaded copy.

1.22 Bid validity period

Bids shall remain valid for 180 (one hundred eighty) days after the date of bid opening prescribed by the Bank. The Bank holds the rights to reject a bid valid for a period shorter than 180 days as non-responsive, without any correspondence. In exceptional circumstances, the Bank may solicit the Bidder’s consent to an extension of the validity period. The request and the response thereto shall be made in writing. Extension of validity period by the Bidder should be unconditional and irrevocable. The Bid Security provided shall also be suitably extended.

A Bidder acceding to the request will neither be required nor be permitted to modify its bid. A Bidder may refuse the request without forfeiting its bid security. In any case the bid security of the Bidders will be returned after completion of the process.

1.23 Pre-bid meeting

The purpose of the tender is to provide necessary information to the potential Bidders, who qualify and intend to submit their responses. Though sufficient care has been taken in the preparation of the tender document with an endeavor to provide all required information to the potential Bidders, Bank will not be held responsible for any inadequacy / insufficiency in the information provided herein. The bidders must apply their judgment and conduct their own investigation and analysis regarding any information contained in the tender document.

For clarification of doubts of the prospective bidders on issues related to this RFP, the Bank intends to hold a Pre-Bid Meeting on the date and time as indicated in the RFP in Key- Information. Only two authorized representatives from each of the prospective bidders will be allowed to attend the meeting.

For any clarification with respect to this RFP, the bidder may send an email to [email protected] by last date of submission of queries as defined in Key-Information in this document. The format to be used for seeking clarification is mentioned in Annexure- 20 (Pre-bid Query Format). It may be noted that all queries, clarifications, questions etc., relating to this RFP, technical or otherwise, must be in writing only and should be sent to the email-id as stated earlier. Bank will not entertain any other request for clarification other than the ones, which are submitted in writing/email as specified herein.

The Bank will provide the reply to bidder’s queries and will publish changes to the Tender document (if any) on Bank’s website. Non reply to any of the queries raised by the vendors during pre-bid Meeting shall not be considered as acceptance of the query/issue by the Bank. By responding to this tender document, the bidder is deemed to have accepted the terms & conditions as stated in this tender document.

The Bank makes no representation or warranty and shall incur no liability, whatsoever, under any law, statute, rules or regulations on any claim by any bidder or if any potential Bidder makes in case of failure to understand the requirement and respond to the tender document. If there are conflicting points in this tender document, the Bank reserves the right to take a position on the conflicting issue which will be binding on the Bidder any time during the period of contract and no appeal will be entertained in this regard.

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1.24 Award of contract

Following evaluation, a contract may be awarded to the bidder whose bid meets the requirements of this RFP and provides the best value to the Bank from commercial point of view after Commercial bidding.

The Bank reserves the right to award the contract in whole or in part. The acceptance of the bid, subject to contract, will be communicated by way of placing a purchase order in writing at the address supplied by the bidder in the bid document. Any change of address of the bidder should therefore be notified promptly to the Deputy General Manager (IT) at the address given in this RFP.

On receipt of the offer letter (that may be sent simultaneously by speed post/courier and email) issued by the Bank with regard to this RFP, the bidder shall be required to submit his acceptance to the Bank within 7 days. If acceptance is not received within 7 days from the date of offer letter, the Bid is liable to be rejected.

1.25 Contract Period

The Contract will be for the period of three years from the date of acceptance of PO and thereafter extendable up to three years (one year each term on terms and conditions agreed mutually). The price and other terms and conditions as agreed between the bidder and the Bank shall be valid for a period of three years from the date of acceptance of Purchase Order. Bank have the right to extend it at the terms & conditions agreed mutually further for three years (one year each term) with termination clause until completion of services to be performed under this Agreement or unless terminated as set forth herein.

1.26 Signing of contract

The successful bidder(s) shall be required to enter into a contract with the Bank. If required, bidders need to enter into a separate contract with all GSTN Nodal Centres of Bank within thirty (30) days of the acceptance of the Purchase Order/Letter of Indent or within such extended period, as may be specified by the Bank. This contract shall be based on this RFP document (read with addendums / Corrigendum/Clarifications),LOI/ Purchase order and such other terms and conditions as may be determined by Bank to be necessary for the due performance of the work, as envisaged herein and in accordance with the bid.

However, the terms and conditions of purchase order and RFP shall constitute a binding contract till such a contract is executed.

1.27 Confidentiality of the Bid Document

The Bidder, irrespective of their participation in the bidding process, shall treat the details of the documents as secret and confidential. No news release, public announcement, or any other reference to this RFP or any program there under shall be made without written consent of Client. Reproduction of this RFP, by photographic, electronic, or other means is strictly prohibited.

1.28 Signing of Pre- Contract Integrity Pact (IP)

To ensure transparency, equity, and competitiveness and in compliance with the CVC guidelines, this tender shall be covered under the Integrity Pact (IP) policy of the Bank. The pact essentially envisages an agreement between the prospective bidders/vendors and the Bank committing the persons/officials of both the parties, not to exercise any corrupt influence on any aspect of the contract. The format of the agreement is enclosed as Annexure 16. Page 20 of 78

Signing of IP with Bank would be one of the preliminary qualifications for further evaluation. In other words, entering into this pact would be one of the preliminary qualifications for this RFP Document and the pact shall be effective from the stage of invitation of bids till the complete execution of the contract. Only those bidders, who commit themselves to the above pact with the Bank, shall be considered eligible for participating in the bidding process. Any vendor/ bidder not signed the document or refusing to sign shall be disqualified in the bidding process.

Bidders shall disclose the payments to be made by them to agents/brokers or any other intermediary. Bidders shall disclose any transgressions with any other company that may impinge on the anticorruption principle. Integrity Pact in respect of this contract would be operative from the stage of invitation of the Bids till the final completion of the contract. Any violation of the same would entail disqualification of the bidders and exclusion from future business dealings. The Integrity Pact Agreement submitted by the bidder during the Bid submission will automatically form the part of the Contract Agreement till the conclusion of the contract i.e. the final payment or the duration of the Warranty/Guarantee whichever is later. Integrity pact shall be signed by the person who is authorized to sign the Bid.

The Name and Contact details of the Independent External Monitor (IEM) nominated by the Bank are as under:

Sh. Ratan Kishore Bajaj, Email: [email protected] Mob: 9818156262

1.29 Non-Disclosure Agreement (NDA)/Service Level Agreement (SLA)

The Successful Bidder shall be required to sign Non-Disclosure Agreement (Annexure 19) and Service Level Agreement (SLA) covering all terms and conditions of this RFP Document and subsequent/other documents.

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CHAPTER – 2

TERMS AND CONDITONS

2.1 TERMS AND TERMINATION OF CONTRACT

Performance of solution shall be maintained throughout the contract period by the Successful Bidders in accordance with the terms stipulated and as per the scope of work specified in this Bid Document. If at any time performance of solution dips in any way e.g. consistently <99% availability of solution, failure to produce desired reports etc., the bank has right to terminate contract, invoke the Performance Bank Guarantee and blacklist the bidder after providing a cure period of 15 (Fifteen) days.

a) Any deficiency / interruption in performing the obligation by the Successful Bidder will result in imposition of liquidated damages as specified in RFP Continuous delay or persistent deficiency in performance may also result in termination of the Contract any time before the completion of contract period of 3 years. Bank also has a right to terminate the license anytime during the contract period without assigning any reason thereof. Bank will however exercise the right of termination on account of deficiency in services of performance or otherwise without assigning any reason thereof, only after giving the supplier a one month written notice.

b) If the bidder is unable to improve services/performance to the satisfaction of the Bank within the notice period, the contract may be terminated after completion of the notice period. Upon termination of the license, Bank may recover losses incurred by it on account of non- performance by invocation of and from the proceeds of Performance.

c) Bank Guarantee submitted by the bidder: In case, the amount of Performance Bank Guarantee is not sufficient to meet the recoverable amount, then the Bank shall recover the same through arbitration/other options available to the Bank.

d) Above provisions shall also be made applicable in case of the successful bidder abandoning the Project mid-term due to any reason after entering into the Contract with the Bank.

e) Any termination of the contract from the bank's side will be accompanied by a de-facto blacklisting of the bidder and revocation of Performance Bank Guarantee unless specifically clarified by the bank.

f) The Bank reserves the right to cancel the contract/order placed on the selected Bidder and recover expenditure incurred by the Bank under the following circumstances: -

i. The Bidder goes into liquidation, voluntarily or otherwise. ii. An attachment is levied or continues to be levied for a period of seven days upon effects of the bid.

iii. If the selected Bidder fails to complete the assignment as per the timelines prescribed in the RFP and the extension if any allowed, it will be a breach of contract.

iv. If deductions of account of liquidated damages exceeds more than 10% of the total contract price.

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2.2 CONSEQUENCES OF TERMINATION

a) In the event of termination of the Contract due to any cause whatsoever, [whether consequent to the stipulated term of the Contract or otherwise], the Bank shall be entitled to impose any such obligations and conditions and issue any clarifications as may be necessary to ensure an efficient transition and effective business continuity of the Service(s) which the Bidder shall be obliged to comply with and take all available steps to minimize loss resulting from that termination/breach, and further allow the next successor Bidder to take over the obligations of the erstwhile Bidder in relation to the execution/continued execution of the scope of the Contract.

b) In the event that the termination of the Contract is due to the expiry of the term of the Contract, a decision not to grant any (further) extension by the Bank, Bidder herein shall be obliged to provide all such assistance to the next successor Bidder or any other person as may be required and as the Bank may specify including training, where the successor(s) is a representative/personnel of the Bank to enable the successor to adequately provide the Service(s) hereunder, even where such assistance is required to be rendered for a reasonable period that may extend beyond the term/earlier termination hereof.

c) Nothing herein shall restrict the right of the Bank to invoke the Performance Bank Guarantee and other guarantees, securities furnished, enforce the Deed of Indemnity and pursue such other rights and/or remedies that may be available to the Bank under law or otherwise.

d) The termination hereof shall not affect any accrued right or liability of either Party nor affect the operations of the provisions of the Contract that are expressly or by implication intended to come into or continue in force on or after such termination.

2.3 PRICES AND TAXES

Prices shall be expressed in the Indian Rupees only. The bidder must quote price/rate inclusive of charges related to end to end transaction processing and recon, dispute settlement etc. All taxes like GST shall be extra on actual basis wherever applicable.

2.4 PAYMENT TERMS

Bank and the selected bidder will be sharing the merchant discount (Merchant Sharing fee). The prices are exclusive of all taxes including GST if any which will be paid on actual basis. Payments will be settled on monthly basis.

2.5 DETAILS OF LICENSES

The successful bidder must furnish a list of all the licenses number of all the software used/ supplied by the bidder, along with a COA (certificate of authenticity) from concerned OEMs. (Original Equipment Manufacturers).

2.6 DELIVERY PERIOD

The Bidder shall commence delivery/performance of the services in accordance with the scope of work as specified by the bank, within 45 days from the date of acceptance of purchase order.

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2.7 SUBCONTRACTING

The successful bidder is required to take the prior approval/consent by the bank for the use of subcontractors for any part of outsourced activity.

2.8 INSURANCE

The Service Provider may be required to take adequate insurance cover against all kinds of risks including fidelity clause for the loss arising from acts of omission/ commission/ dishonesty of its employees and/ or agents and would be required to keep the insurance policy alive at all times during the currency of the agreement. Bank will not be responsible for any loss to bidder on account of non-insurance to any equipment or services. All expenses towards insurance shall be borne by the Vendor.

2.9 WARRANTIES

The Bank and the Bidder shall together prepare the contingency plan to migrate the merchants who are already availing the services under this facility to any other alternate service provider in case of termination of bidder’s services.

The Bidder agrees that in the event of cancellation or exit or expiry of the contract it would extend all necessary support to the Bank or to its selected agency as would be required in the event of the migration of merchants and to ensure run the system uninterruptedly on the same terms & conditions till the completion of migration.

In the pursuance of above clause, Bidder/s to handover all the copies and/or materials including all the originals whether in tangible and/or intangible form to Bank, including but not limited to:

a) Information, data, computer data and its structure related to Bank and/or its customers.

b) All or any deliverables as covered under the scope of work.

2.10 CORRUPT AND FRAUDULENT PRACTICES

a) As per Central Vigilance Commission (CVC) directives, it is required that Bidders/Suppliers/Contractors observe the highest standard of ethics during the Procurement and execution of such contracts in pursuance of this policy:

b) "Corrupt Practice" means the offering, giving, receiving or soliciting of anything of values to influence the action of an official in the procurement Process or in contract execution.

c) “Fraudulent Practice" means a misrepresentation of facts in order to influence a Procurement process or the execution of contract to the detriment of the Bank and includes collusive practice among bidders (Prior to or after bid submission) designed to establish bid prices at artificial noncompetitive levels and to deprive the Bank of the benefits of free and open competition.

d) The Bank reserves the right to reject a proposal for award if it determines that the bidder recommended for award has engaged in corrupt or fraudulent practices in Competing for the contract in question.

e) The Bank reserves the right to declare a firm ineligible, either indefinitely or for a stated period of time, to be awarded a contract if at any time it determines that the firm has engaged in corrupt or fraudulent practices in Competing for or in executing the contract.

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f) The decision of the Bank in determining the above aspects will be final and binding on all the Bidders.

g) No Bidder shall contact through any means of communication the Bank or any of its employees on any matter relating to its bid, from the time the bid opening to the time the contract is awarded.

h) If the Bidder wishes to bring additional information to the notice of the Bank, it may do so in writing/Email. An effort/attempt by a Bidder to influence the Bank in its decision on bid evaluation, bid comparison or contract award may result in Rejection of the Bidder’s bid and/or blacklisting the Bidder.

i) The Bidder agrees not to hire, solicit or accept solicitation either directly or through a third party from any of the employees of the Bank directly involved in this contract during the period of contract.

2.11 DELAYS IN THE BIDDER’S PERFORMANCE

The bidder must strictly adhere to the delivery and installation time schedule, as specified in the contract, executed between the Bank and the selected bidder for performance of the obligations, arising out of the purchase contract and any delay in completion of the obligations by the Bidder will enable Bank to resort to any or all of the following:

i. Claiming Liquidated Damages ii. Termination of the purchase agreement fully or partly and claim liquidated damages. iii. Forfeiting of Earnest Money Deposit / Invoking Performance Bank Guarantee

2.12 LIQUIDATED DAMAGES

Any loss caused to the bank or claims made against the Bank owing to non-performance of the service provider as per the SLA, or non-compliance of regulatory guidelines, will attract liquidated damages to the extent of the claim made against the bank. The Bank reserves the right to recover this amount from any dues payable or to accrue to the Service Provider in future in any form or by invoking the Performance Bank Guarantee as deem fit.

Any financial loss to the Bank on account of fraud/ data breach/loss/damage taking place due to the Bidder’s, its employees or their service providers” negligence shall be recoverable from the Bidder along with damages if any with regard to Bank’s reputation and goodwill. Without prejudice to charging of penalty, besides initiating legal action for recovery of damages, the Bank has right to cancel the order in case delivery/services are not effected within stipulated time schedule.

2.13 DISPUTE RESOLUTION MECHANISM AND GOVERNING LAW a) The Bidder and the Bank shall endeavor their best to amicably settle all disputes arising out of or in connection with the Contract in the following manner: -

i. The Party raising a dispute shall address to the other Party a notice requesting an amicable settlement of the dispute within seven (7) days of receipt of the notice. ii. The matter will be referred for negotiation between Competent Authority of the Bank and the Authorized Official of the Bidder. The matter shall then be resolved between them and the agreed course of action documented within a further period of 15 days.

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b) In case any dispute between the Parties, does not settle by negotiation in the manner as mentioned above, the same may be resolved exclusively by arbitration and such dispute may be submitted by either party for arbitration within 20 days of the failure of negotiations. Arbitration shall be held in New Delhi and conducted in accordance with the provisions of Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof. Each Party to the dispute shall appoint one arbitrator each and the two arbitrators shall jointly appoint the third or the presiding arbitrator. c) The “Arbitration Notice” shall accurately set out the disputes between the parties, the intention of the aggrieved party to refer such disputes to arbitration as provided herein, the name of the person it seeks to appoint as an arbitrator with a request to the other party to appoint its arbitrator within 45 days from receipt of the notice. All notices by one party to the other in connection with the arbitration shall be in writing and be made as provided in this tender document. d) The arbitrators shall hold their sittings at New Delhi. The arbitration proceedings shall be conducted in English language. Subject to the above, the courts of law at New Delhi alone shall have the jurisdiction in respect of all matters connected with the Contract/Agreement. The arbitration award shall be final, conclusive and binding upon the Parties and judgment may be entered thereon, upon the application of either party to a court of competent jurisdiction. Each Party shall bear the cost of preparing and presenting its case, and the cost of arbitration, including fees and expenses of the arbitrators, shall be shared equally by the Parties unless the award otherwise provides. e) The Bidder shall not be entitled to suspend the Service/s or the completion of the job, pending resolution of any dispute between the Parties and shall continue to render the Service/s in accordance with the provisions of the Contract/Agreement notwithstanding the existence of any dispute between the Parties or the subsistence of any arbitration or other proceedings. f) Notwithstanding the above, the Bank shall have the right to initiate appropriate proceedings before any court of appropriate jurisdiction, should it find it expedient to do so. g) The contract shall be governed by and interpreted in accordance with Indian law.

2.14 JURISDICTION

All disputes and controversies between Bank and Bidder shall be subject to the exclusive jurisdiction of the Courts in New Delhi and the parties agree to submit themselves to the jurisdiction of such court.

2.15 NOTICES

Notice or other communications given or required to be given under the contract shall be in writing and shall be faxed/e-mailed followed by hand-delivery with acknowledgement thereof or transmitted by pre-paid registered post or courier. Any notice or other communication shall be deemed to have been validly given on date of delivery if hand delivered & if sent by registered post than on expiry of seven days from the date of posting.

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2.16 AUTHORIZED SIGNATORY

The selected Bidder shall indicate the authorized signatories who can discuss and correspond with the bank with regard to the obligations under the contract. The selected Bidder shall submit at the time of signing the contract a certified copy of the resolution of their board, authenticated by the company secretary, authorizing an official or officials of the Bidder to discuss, sign agreements/ contracts with the Bank , raise invoice and accept payments and also to correspond. The Bidder shall provide proof of signature identification for the above purposes as required by the bank.

2.17 FORCE MAJEURE

Notwithstanding the above provisions, the Successful bidder shall not be liable for termination on account of default if and to the extent that the delay or failure to perform its obligations under the Contract is the result of an event of Force Majeure. For purposes of this clause, “Force Majeure” is herein defined as any cause, which is beyond the control of the selected Bidder and not involving the Bidder's fault or negligence or the Bank as the case may be which they could not foresee or with a reasonable amount of diligence could not have foreseen and which substantially affect the performance of the contract, such as:-

 Natural phenomenon, including but not limited to floods, droughts, earthquakes and epidemics  Acts of any government, including but not limited to war, declared or undeclared priorities, quarantines and embargos  Terrorist attack, public unrest in work area

Provided either party shall within 10 days from occurrence of such a cause, notify the other in writing of such causes. The Bidder or the Bank shall not be liable for delay in performing his/her obligations resulting from any force Majeure cause as referred to and/or defined above. If a Force Majeure situation arises, the Bidder shall promptly notify the Bank in writing of such condition and the cause thereof. Unless otherwise directed by the Bank in writing, the Bidder shall continue to perform its obligations under the Contract as far as is reasonably practical, and shall seek all reasonable alternative means of performance not prevented by the Force Majeure event.

Any delay beyond 30 days shall lead to termination of contract by parties and all obligations expressed quantitatively shall be calculated as on date of termination. Notwithstanding this, provisions related to Indemnity, confidentiality survives termination of the contract.

2.18 CONFIDENTIALITY

The selected vendor acknowledges that all material information which has or will come into its possession or knowledge in connection with this agreement or the performance hereof, consists of confidential and proprietary data, whose disclosure to or use by third parties will be damaging or cause loss to Punjab & Sind Bank. The vendor agrees to hold such material and information in strictest confidence and not to make use thereof other than for the performance of this agreement to release it only to employees requiring such information and not to release or disclose it to any other party. The vendor agrees to take appropriate action with respect to its employees to ensure that the obligations of non-use and non- disclosure of confidential information under this agreement can be fully satisfied.

2.19 OWNERSHIP AND RETENTION OF DOCUMENTS

The Bank shall own the documents, prepared by or for the selected Bidder arising out of or in connection with the Contract.

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Forthwith upon expiry or earlier termination of the Contract and at any other time on demand by the Bank, the Bidder shall deliver to the Bank all documents provided by or originating from the Bank / Purchaser and all documents produced by or from or for the Bidder in the course of performing the Service(s), unless otherwise directed in writing by the Bank at no additional cost.

Bidder shall ensure preservation of documents and data in accordance with legal/regulatory obligation of the Bank communicated to bidder in writing by the Bank, provided to bidder by the Bank, in order to render the required Service to the Bank. Due diligence/KYC/physical verification of employees of the company/their sub-contractor will be done and proper record of the same will be maintained.

The bidder has to ensure that adequate steps are taken to build strong safeguards to avoid the comingling of information/documents records and assets of the Bank with other organizations for whom bidder undertakes similar services. The bidder will ensure to get its security, practices and control processes audited on a regular basis and disclose security breaches, if any, to the Bank. The copy of such audit report including the steps taken to address the issues raised by the auditors is provided to the Bank. Bidder will ensure to have effective business continuity and disaster recovery plan. Bidder shall develop and establish a robust framework for documenting, maintaining and periodic testing of business continuity and recovery procedures and shall maintain a record of the same.

The bidder shall supply along with each item, all the related documents, manuals, catalogues, if any, without any cost to the Bank. The media and documents shall be in English. All related documents, manuals, catalogues and information furnished by the bidder shall become the property of the Bank.

2.20 INTELLECTUAL PROPERTY RIGHTS

In the event of any claim asserted by a third party of infringement of copyright, patent, trademark, industrial design rights, etc., arising from the use of the Goods or any part thereof in India, the Vendor shall act expeditiously to extinguish such claim. If the Vendor fails to comply and the Bank is required to pay compensation to a third party resulting from such infringement, the Vendor shall be responsible for the compensation to claimant including all expenses, court costs and lawyer fees. The Bank will give notice to the Vendor of such claim, if it is made, without delay. The Vendor shall indemnify the Bank against all third party claims.

2.21 COMPLIANCE WITH STATUTORY AND REGULATORY PROVISIONS

It shall be the sole responsibility of the Vendor to comply with all statutory, regulatory & Law of Land and provisions while delivering the services mentioned in this RFP.

2.22 INDEMNITY

The bidder assumes responsibility for and shall indemnify and keep the Bank harmless from all liabilities, claims, costs, expenses, taxes and assessments including penalties, punitive damages, attorney's fees and court costs which are or may be required to be paid by reasons of any breach of the bidder's obligation under these general conditions or for which the bidder has assumed responsibilities under the purchase contract including those imposed under any contract, local or national law or laws, or in respect to all salaries, wages or other compensation to all persons employed by the bidder or bidders in connection with the performance of any system covered by the contract.

Bidder undertakes to indemnify the Bank and keep the Bank and its officers/employees/ Directors fully indemnified and harmless from and against all the consequences of any of its actions and/or its sub-contractors, representatives, employees leading to breach of any of the provisions of law faced, suffered or incurred by the Bank.

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Similarly, in the event of any claims being made on the Bank, on account of any breach or non- compliance of any applicable law, unauthorized act, fraud, deed or thing done or omitted to be done or undertaking made or deficiency in service by bidder, its employees, officers, agents, bidder undertakes to pay on first demand made by the Bank of any amount on this account without any demur, contest, protest whatsoever within 7 working days of the demand being made. The Bank may at its discretion settle any or all claims made on it and recover the amount so paid from bidder and /or make deductions from the amount payable by the Bank to bidder.

The bidder shall execute, deliver such other further instruments to comply with all the requirements of such laws and regulations as may be necessary there under to conform and effectuate the contract and to protect the Bank during the tenure of contract. Where any patent, trademark, registered design, copyrights and/ or intellectual property rights vest in a third party, the bidder shall be liable for settling with such third party and paying any license fee, royalty and/ or compensation thereon.

In the event of any third party raising claim or bringing action against the Bank including but not limited to action for injunction in connection with any rights affecting the services by the bidder covered under the contract or the use thereof, the bidder agrees and undertakes to defend and / or to assist the Bank in defending at the bidder's cost against such third party's claim and / or actions and against any law suits of any kind initiated against the Bank.

2.23 INTELLECTUAL PROPERTY INDEMNITY & INDEMNITY AGAINST MISUSE OF LICENSE

The bidder shall, at their own expense, defend and indemnify the Bank against all third party claims or infringement of intellectual Property Right, including Patent, trademark, copyright, trade secret or industrial design rights arising from use of the products or any part thereof in India or abroad.

The bidder shall expeditiously extinguish any such claims and shall have full rights to defend it there from. If the Bank is required to pay compensation to a third party resulting from such infringement, the successful bidder shall be fully responsible therefore, including all expenses and court and legal fees. The Bank will give notice to the bidder of any such claim without delay, provide reasonable assistance to the Supplier in disposing of the claim, and shall at no time admit to any liability for or express any intent to settle the claims.

The selected vendor has to undertake to indemnify Punjab & Sind Bank and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any Indian or foreign patent, trademark or copyright, arising out of the performance of this contract.

2.24 LEGAL COMPLIANCE

The successful bidder hereto agrees that it shall comply with all applicable union, state and local laws, ordinances, regulations and codes in performing its obligations hereunder, including the procurement of licenses, permits and certificates and payment of taxes where required. If at any time during the term of this agreement, the Bank is informed or information comes to the Bank's attention that the Successful bidder is or may be in violation of any law, ordinance, regulation, or code (or if it is so decreed or adjudged by any court, tribunal or other authority), the Bank shall be entitled to terminate this agreement with immediate effect. The Successful bidder shall maintain all proper records, particularly but without limitation accounting records, required by any law, code, practice or corporate policy applicable to it from time to time including records, returns and applicable documents under the Labour Legislation.

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The Successful bidder shall ensure payment of minimum wages to persons engaged by it as fixed from time to time under the Minimum Wages Act, 1948. In case the same is not paid, the liability under the act shall solely rest with the successful bidder.

2.25 ASSIGNMENT

The bidder/service provider shall not assign to anyone, in whole or in part, its obligations to perform under the contract, except with the Bank’s prior written consent. If the Bank undergoes a merger, amalgamation, take-over, consolidation, reconstruction, change of ownership etc., this RFP shall be considered to be assigned to the new entity and such an act shall not affect the rights and obligations of the bidder under this RFP.

2.26 CONFLICT OF INTEREST

The Bidder shall disclose to the Bank in writing all actual and potential conflicts of interest that exist, arise or may arise (either for the Bidder or the Bidder’s team) in the course of performing the Service(s)as soon as practical after it becomes aware of that conflict. The Bidder should not be owned or controlled by any Director or officer/ employee of the Bank or their relatives having the same meaning as assigned under section. 6 of the Companies Act, 2013.

2.27 PUBLICITY

Any publicity by either party in which the name of the other party is to be used should be done only with the explicit written permission of such party. The bidder/service provider shall not, without the Bank’s prior written consent, make use of any document or information provided by the Bank in Bid document or otherwise except for purpose of performing contract.

2.28 LIMITATION OF LIABILITY

Vendor’s aggregate liability under the contract shall be limited to a maximum of the contract value. This limit shall not apply to third party claims for IP Infringement indemnity Bodily injury (including Death) and damage to real property and tangible property caused by vendor/s‘ gross negligence. For the purpose for the section, contract value at any given point of time, means the aggregate value of the purchase orders placed by bank on the vendor that gave rise to claim, under this tender. Vendor shall be liable for any indirect, consequential, incidental or special damages under the agreement/ purchase order.

2.29 CONTACTING THE BANK

Any effort by a bidder to influence the Bank in evaluation of the bid, bid comparison or contract award decision may result in the rejection of the Bidders’ bid. Bank’s decision will be final and without prejudice and will be binding on all parties. The bidder understands that the bank is a public sector bank. The bank and its officials are bound by guidelines of governance and transparency in processes. The bank has undertaken the RFP process to ensure that there is transparency and fairness in the process of selection of suitable Bidder and the bank and its customers get the best possible support and service.

Therefore from the time the Proposals are opened to the time the Bidders are shortlisted, the Bidder should not contact the Bank or any officials of the bank on any matter, except to seek clarifications or respond to the queries of the bank in writing or email. Any effort by Bidders to influence the Bank in the examination, evaluation, ranking of proposals, and recommendation for award shall result in the rejection of the Bidders’ Proposal.

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The Bank reserves the right to seek clarifications from the Bidders. Such clarification(s) shall be provided by the Bidder within the time specified by the Bank for this purpose. Any request for clarification(s) and all clarification(s) in response thereto shall be in writing through email. Bank, its employees or its consultants are not liable towards any financial loss caused to the bidder either directly or indirectly as a result of their response to this RFP.

2.30 INSPECTION AND AUDIT OF THE SERVICES

a) The bidder shall provide unrestricted access to its premises and records being maintained with regard to the job being performed as per its contract with the Bank, to the authorized personnel of the Bank / its auditors (internal and external)/ any statutory / regulatory authority / authorized personnel from RBI to carry out any kind of System/ process audit or audit of products, software and services including that of its operations and records related to Bank’s Merchant Acquiring Business in the presence of representatives of the bidder, at any point of time.

b) All the clauses specified under point (a) above shall be applicable and extended to any entity to which the bidder has outsourced any part of the prescribed activity under Bank’s Merchant Acquiring operations. It shall be the responsibility of the bidder to ensure restricted access to the authorities/ officials as mentioned above to the places where such services are outsourced, for inspection and verification.

c) The Bank shall be at liberty to share the agreement or the information as provided by the service provider to RBI or any other regulatory/ statutory authority and access to the books of accounts of the service providers. Compliance of the observations made by the inspecting officials shall be adhered to by the Bidder.

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CHAPTER – 3

SCOPE OF WORK

3.1 Bank is looking for an end to end White labelled Payment Gateway Solution for Merchant Acquiring Business by partnering with Payment Gateway Solution providers for facilitating payments over Internet for Online & Offline transactions through Credit/Debit/Prepaid card (Visa/Mastercard/Rupay/Amex)/ Internet Banking/Mobile Banking/ Wallet /IMPS/UPI/QR Code/POS/Cash Challan/NEFT Challan etc. on Revenue Sharing Model as per scope of work given in the RFP over the period of next 3 years:

a) To enable the Bank to acquire merchants by offering a robust and seamless e- commerce solution to Educational/Govt. Institutions and other Businesses establishments.

b) To Facilitate Customers/Consumers/Citizens of Educational/Govt. Institutions and other Businesses establishments for making payment of fee, monthly subscriptions, taxes, bills, instalment amount, fines, penalties and other payments over Internet for Online & Offline transactions on real-time basis.

c) To Support the delivery of e-Services and increase the Digital transactions to promote Digital India across all the segments of the society.

d) A Bidder should act as a Service Provider for providing an end to end white labelled Payment Gateway Solution that supports and enables online payments/off line payments on Revenue Sharing model.

e) The solution should be easy-to-use/ pluggable on merchant/ biller platform, configurable, scalable, and compliant with various standards like PCI-DSS, PA-DSS etc.

3.2 The Bidder must be able to provide following services: Online Payment Gateways services not limited to covering acceptance of

(i) Credit Cards (all cards Visa, Mastercard, Rupay, Amex etc.), (ii) Debit Cards (all cards Visa, Mastercard, Rupay, Amex etc.), (iii) Prepaid Cards. (iv) Internet Banking/Mobile Banking covering all banks. (v) Cash Cards/Wallets/EMI. (vi) UPI/BHIM /Bharat Bill pay. (vii) Bharat QR Code/POS. (viii) Aadhar-Based Payments. (ix) RTGS/NEFT/Cash Challans, etc. (x) Any other payment modes introduced in future.

For Cash Challan, Bank wants a facility of challan based cash collection at our Bank’s Branches. For NEFT Challan, Bank wants a facility of challan based cash collection at any Bank’s Branches. Bidder is required to integrate with the Bank's system to enabled Cash Challan/ NEFT Challan.

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3.3 Convenient access via web Interface to various reports on merchants/ billers/ settlement /reconciliation/reversals/refunds/ usage/ charge back claims/transaction status / summary etc. and interface for merchant/Super admin interface for the Bank for parameterization, monitor, control, etc. should be the feature of the solution. i. Parameterization - In terms of type of queries/report required based on various parameters (Filters) like date range, type of transactions, category of merchants, value of transaction etc. , ii. Monitor - Various alerts, exceptions required for smooth conduct of the business like various velocity limits breached, transactions received from different geographies, no. of charge backs etc. iii. Control - Through the super admin interface, if the Bank feels any ambiguity over the merchant's transactions, the aggregator will be informed by the Bank to block the Payment gateway facility to the Merchant through the super admin interface.

3.4 The selected bidders should also support the requisite certifications, integration, maintenance, patching, onboarding of merchants, compliance, query handling, chargebacks, settlements etc. and day to day operations on 24*7 basis.

i. Bidders shall have the capability of detecting any high value transactions which are suspicious in nature on 24*7 basis and should block the transactions immediately through the Fraud Risk Management system." ii. The Bidder shall have the capability of implementing any new products as per the new market trends to facilitate the Merchants/Customers to make payments with ease. Also the Bidder shall have the capability of analyzing the merchant's behaviour pattern towards any chargebacks issues. iii. There is a possibility of showing the successful transaction also as a failed transaction in the interface provided to the Bank and to the Merchant. Bidders should have the capability of minimizing those errors. iv. Bidder needs to act as an intermediary party between the merchant and the end customer to resolve the chargeback cases in order to absolve the Bank from any liability. v. Bidder shall provide a dedicated Project Manager during and post deployment and should have a 24 X 7 monitoring /proactive monitoring, technical and functional support team with skilled man power for support, monitoring and operations. The project manager / monitoring team will operate remotely from the bidder's premises. However, Bidder has to deploy one resource in the Bank's premises as and when required.

3.5 The solution should have real time Fraud Risk Management Solution deployed at bidder’s end. The following capabilities shall be available as part of Risk and Fraud Management. a) Transactions monitoring in Real time through an automated rule engine. b) Alert Management team with 24*7 presences. c) Expertise in identification of changes in market trends, merchant behaviour patterns. d) Capability to hold the merchant payments in case of suspicion. e) Expertise in creating and implementing rules with minimum false positive ratios. f) Capability of IP tracking and risk monitoring with various velocity checks in terms of no. of transaction, per day limits etc. 3.6 Bank is also having its own Fraud Risk Management (FRM) Solution. If needed, Bidder is required to integrate payment gateway to Bank’s FRM system without any cost to the Bank.

3.7 The bidder has to integrate/maintain the Payment Gateway with the Merchant websites and manage the same at bidder’s own cost. The Merchant websites shall be integrated with the PG with the help of aggregator who has provided necessary PG integration kit. Page 33 of 78

3.8 The ingratiation should support various platforms like JAVA, ASP, PEARL, PHP, .NET etc. In the case of Merchants who are not having their own portal, aggregators can provide a static webpage to the merchants without any cost along with embedded payment gateway.

3.9 The Bidders shall ensure that the Payment Gateway shall be android and iPhone friendly with all requisite certifications currently or in future mandated by Government of India, Reserve Bank of India or any other Government/ Semi Government Authority. It should also be compatible with web and smart device like mobile/tablet etc.

3.10 Based on the requirement, Payment gateway should be integrated with various channels of the Bank such as CBS, BCs, Internet/Mobile Banking, UPI, Call Center, Bank wallet, ATMs, KIOSKs, Omni Channel, API Gateway and other channels as required in future. Bidder is required onboard all his billers to Bank’s Digital Applications to enable the customers to make the payments to respective billers.

3.11 If the merchants are having their own application software/ERP solution for accepting the fee payments, the Bidders should able to integrate with merchant system with ease and without expecting any major change at merchant side.

3.12 Routing of transactions to Bidder’s Payment Gateway and then to appropriate interchange via VISA, MasterCard, NPCI, Amex etc. and UPI/Net/Mobile Banking of various Banks etc.

3.13 The support include but not limited to backend services of onboarding the Merchants, settlement, reconciliation, merchant management, authorization, dispute resolution, chargeback/arbitrations settlements, Refunds/Reversals, query resolution, Dashboard/ MIS Reports etc.

3.14 The bidder should constitute a project management team within one week of placement of purchase order and work with Bank’s Project team.

3.15 The successful bidder shall have all the necessary certifications from various association/agencies/ statutory authorities as required from time to time to build and operate such payment gateway systems.

3.16 Payment Gateway should be capable of facilitating various security features such as Verified by Visa, Master Card Secure Code, Pay Secure, OTP etc. as per the guidelines issued from time to time by NPCI, Regulatory Bodies, Card Associations/interchanges etc.

3.17 The Payment Gateway Solution should accept CVV fraud checking for card payments. This checking will help to identify and reduce the impact of fraudulent transactions. The Payment Gateway should also support paperless Direct Debit set-up and draw down.

3.18 The Bidder shall ensure that appropriate security measures are put in place to protect payment gateway systems from intrusions and other attacks while conducting e-payment transactions, whether internal or external, e.g., message interception, tampering, redirection, repudiation etc. and should also comply with national and international information security standards and best practices without any additional cost to bank.

3.19 The Bidder shall ensure clearance of relevant certifications (application audit etc.) at its own cost. This includes re-audit (if required) and updation of application, hence it is recommended that bidder should deploy application in consideration of rules defined by Government of India, RBI or any other government authority for mandated security measures.

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3.20 The Payment Gateway should support multi-channel, multi-currency, multi-participants and multi-merchant configuration. It should support sale, refund, void, pre-auth and reversal type of transactions.

3.21 The Successful bidder should provide web interface to the Bank to view the Dash Board, collections for various merchants through various channels, reports/data on various parameters, query, MDR details, settlement of the daily transactions etc.

3.22 Bank is also in process of development of Merchant Onboarding Solution. The bidder is required to integrate Bank’s Merchant Onboarding Solution with bidder’s payment gateway and Merchant Management Software. The integration should facilitate real time update for various activities and MIS. The Bidder should be able to post real time response on the Bank’s Server. To achieve this, necessary customisations are to be done at bidder’s end without any cost to the Bank. The complete details of bank’s merchant solution shall be shared with successful bidder.

3.23 The solution should facilitate the merchant to upload refunds /reversal file online. It should also facilitate reconciliation mechanism.

3.24 The agreement with the Successful Bidder(s) should provide for safe keeping of the transaction records and logs created on daily basis as per industry standards and regulatory requirements.

3.25 The bidder may source and identify merchants and if agreed by the Bank shall integrate with their websites, do merchant management. The Bank may also provide the Lead and necessary assistance in sourcing and identification of the Merchants. The turnaround time for converting a lead generated by the Bank shall be as under:

Area Turn Around Time Metro and Urban 5 days Semi-urban 7 days Rural 9 days

Note: If the merchant requests the presentation/demo over the offered solution and requests any help while doing the integration, the bidders shall be requested to visit merchant's site along with the Bank's officials if required.

3.26 The bidder should undertake daily Reconciliation of the Transactions and provide reports of Reconciled/Un reconciled / exception transactions to the Bank/ to the merchant. The Settlement Reports with Reconciliation reports should be provided to the Bank on a daily basis through Mail/Web interface.

3.27 For all receipts received through Payment Gateway solution, the bidder shall have to necessarily credit the respective amount to merchant accounts on at the latest on T+1 period basis.

3.28 The bidder should undertake the Dispute Resolution and other related activities including Chargeback, Presentment, Pre-compliance, Compliance, Pre – Arbitration and Arbitration etc. The cost of chargeback and other associated risks including frauds will be entirely borne by the bidder.

3.29 The bidder will be responsible for first level of customer service and provide 24X 7 operational services and helpdesk.

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3.30 The bidder to provide a Merchant Helpdesk at the Bank/Bidder’s location for attending to the queries of the Merchants regarding settlement of transactions. Bidder shall also attend the queries raised by the Bank and Merchants over the phone and e-mail and shall be provided with suitable solution for the queries. Bidder may be asked to integrate Payment Gateway with Bank’s CRM system as per business requirements.

3.31 Should support session time outs, connection time outs, account locking after number of failed attempts etc. In case of the merchant is provided with the ERP solution/fee module, the Bidder shall identify and restrict the student/end customer with the login credentials to do any further transactions post attempting of failed transactions.

3.32 The product offered should be agile, customisable, scalable, flexible and compliant with best industry and regulatory standards including any other requirement in future mandated by Government of India, Reserve Bank of India or any other Government/ Semi Government regulatory authority.

3.33 The Successful Bidder must agree to maintain the system performance standard as described by Visa, MasterCard, NPCI etc. and as per the industry standards.

3.34 Implementation of the proposed solution should be completed within 45 days of the acceptance of purchase order.

3.35 Bidder shall provide all 3rd party hardware, software and secure network infrastructure required for the project at no cost to the Bank.

3.36 To provide any other facility not mentioned above but related to project.

3.37 Bidder shall take up customization of the daily/weekly/monthly/ quarterly/ half-yearly/yearly MIS reports in various formats like pdf, xlsx, csv, html, txt etc. as per the requirement of the Bank/Merchant/Regulators.

3.38 Bidder shall have Disaster Recovery Site facility for the entire Infrastructure with minimum fail time switch over and located on different latitudes.

3.39 The selected bidders shall assist the Bank in framing the Merchant Acquiring standards as part of merchant management activities in tune with best practices available in the industry:

a) Framing a merchant acquiring strategy. b) Ascertaining and documenting the marketing risk and other risk factors involved. c) Preparing a job card showing detailed workflows and approval hierarchy for acquisition and setup, authorization processing, monitoring and review of merchant activity, suspect activity and termination of merchants. d) Accounting and reconciliation of transactions. e) Training in all areas related to merchant acquiring business for staff and merchants on usage of online payment platform. f) Preparing risk guidelines for signing up new merchants approved from Bank. g) The Bidder shall prepare and update on regular basis the user manual/operation manual including risk guidelines for Bank.

3.40 The Bank reserves the right to inspect all installation/s while evaluating the Technical Bid if required by its officers or through appointment of external agencies/auditors.

3.41 Bank will not incur any cost as there is no development of any kind involved in implementation of white labelled PG solution. All the cost will be borne by the bidder only.

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3.42 The RFP is for a white labelled PG solution wherein the bidder will acquire the transaction through one of its acquiring Bank. However, at a later date Bank may request the selected bidder to use Bank's bin to route the transaction by sharing the Bank's BIN. In such scenario, bidder is required to do necessary integrations and customisations at no cost to the Bank.

3.43 Bidder to have option, which will facilitate/enable the end customers of the merchant to make the payments through URL/link sent through SMS/Mail without any cost to the Bank. The SMS/Mail cost can be recovered from the merchant/end customer.

3.44 The bidder is required to integrate the payment gateway with Bank’s website to enable the customers of bank’s onboarded merchants to make the payments like school fee, monthly subscriptions, taxes, bills, instalment amount, fines, penalties and other payments etc.

3.45 Bidder is required to migrate the existing merchant as per merchant/bank’s discretion.

3.46 Apart from the webfront model, the bidder is required to provide The Enterprise Resource Planning (ERP) solution to the school/college/organization/institution, which are not having their own charges collection software so that the institution will able to upload the student data into the ERP solution from the Back end. Whenever the student visits his/her institution's website, will enter credentials like roll no. or admin. No., all the details should be fetched from the ERP solution and should display on the screen to the student for making the fee payment. Using merchant web interface, the institutions will be able to monitor and track the collections online. ERP Solution will maintain database and will keep record of all payments. This ERP solution will also provide Employee Salary Records, Attendance Records, Certificates etc. along-with payment collection.

3.47 If the proposal/quotation includes equipment products /services/software and or support by other companies or individuals, the bidder as the principal bidder shall be responsible for their installation and maintenance and uninterrupted operations. The principal bidder must ensure that they possess the necessary expertise and required infrastructure for executing the task as per scope of work and has the requisite permission/license for the equipment/software. It will be the responsibility of the bidder to enter into the agreement with such other service provider(s) so as to ensure uninterrupted operations.

3.48 If any functionalities, not specifically described in this RFP, are an inherent, necessary or customary part of the deliverables/services and are required for proper performance or provision of the deliverables or services in accordance with this RFP, they shall be deemed to be included within the scope of the deliverables/services. Such functions specifically required and described in this RFP shall be provided by the Vendor at no additional cost to the Bank.

3.49 RBI vide their Circular No. RBI/2019-20/174 DPSS.CO/PD. No. 1810/02.14.008/2019-20 dated March 17, 2020 and Circular No. RBI/2020-21/117 CO.DPSS.POLC.No.S33/02-14- 008/2020-2021 dated March 31, 2021, issued guidelines to regulate in entirety the activities of PAs and to provide baseline technology-related recommendations to PGs. Bidders are required to be compliant of the RBI guidelines given in the circulars.

3.50 All the guidelines issued from time to time by RBI related to payment gateway security issues including transaction on net banking, Mobile, Cards, UPI, wallets, tags etc. shall be mandatorily binding on the PGSP and they are expected to keep themselves updated and compliant.

3.51 Bidder should at all times offer its services in compliance of the provisions of the Payment and Settlement Systems, Act 2007 and any rules, regulations or guidelines issued by RBI.

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CHAPTER – 4

UPTIME AND PENALTIES

4.1. Uptime

Service Provider should maintain round-the-clock connectivity of the services with an up-time of 99.5 % of their Host systems. Bidder has to submit the report of uptime to the Bank on monthly basis. Bank may verify the uptime reports with other stakeholder/counterparts and decision of the Bank shall be binding on Bidder.

Calculation of uptime will be done on monthly basis as per following criteria

(Total Minutes in Month - Total Downtime in Minutes in Month) % of Uptime= X 100 (Total Minutes in month)

Whereas Total Minutes in Month are on 24X7 basis.

4.1. Uptime Service Provider should maintain round-the-clock connectivity of the services with an up-time of 99% of their Host systems. Bidder has to submit the report of uptime to the Bank on monthly basis. Bank may verify the uptime reports with other stakeholder/counterparts and decision of the Bank shall be binding on Bidder.

4.2. Performance Requirements & Penalties If the bidder fails to maintain guaranteed uptime on monthly basis, Bank shall impose penalty. If the uptime is below 95%, the Bank shall have full right to terminate the contract under this RFP.

Business / Service Downtime and Deterioration shall be the key considerations for determining “Penalties” that would be levied on the bidder as under:-

Sr. Uptime % of total value of Transaction Discount No Rate amount of that particular month. 1 99% and above: No penalty 2 98% and above but below 99% 0.5% 3 97% and above but below 98% 1% 4 96% and above but below 97%: 2% 5 95% and above but below 96% 3% 6 Below 95% 4%

4.3. Following will be excluded while calculating downtime:

i. Downtime due to Bank issue. ii. Scheduled downtime for maintenance activity. Bidder should inform the bank before 3 working days before scheduled downtime. iii. Downtime due to force majeure.

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ANNEXURE –1

CHECKPOINTS TO ENSURE ACCURACY OF THE BID BEFORE PHYSICAL SUBMISSION OF THE BID.

The Deputy General Manager - IT Punjab & Sind Bank, HO IT Department, Institutional Area, Plot No. 151, Sector 44, Gurugram.

Dear Sir,

Sub: “RFP for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

Ref.: Your RFP No.______dated ______

Checkpoints to ensure accuracy of the bid is as under: Annexure. No Particulars Yes/No Page No. From To 1 Check Points 2 Tender Covering Letter 3 Compliance to Minimum Eligibility Criteria 4 Bidder’s information 5 Authorization Letter Format 6 Acceptance/Compliance Certificate 7 Track Record of Merchant Acquiring Business through Internet Payment Gateway. 8 Proposed Team Profile 9 Escalation Matrix 10 Audited financial results certificate 11 Scope of work compliance 12 Service Support Centers details 13 (A),13(B),13 (C) Commercial Bid 14 Mandatory Technical information, Technical Parameters 15 Compliance for Technical Specifications 16 Pre Contract Integrity Pact Other Documents if any 1 Whether Cost of the Tender document is Paid Page 39 of 78

2 Whether the Bid is authenticated by authorized person? Copy of Power of Attorney or Authorization letter from the company

authorizing the person to sign the bid document to be submitted

3 Whether all pages are authenticated with signature and seal (Full signature to be affixed and not initials).Erasures / Overwriting / Cutting / Corrections authenticated Certification / Undertaking is authenticated? 4 Whether ensured that, the separately sealed envelopes containing Eligibility Criteria, Technical Proposal and Commercial Bid for Selection of Service Provider for Merchant Acquiring Business through EPG are placed and sealed in another big envelope super scribed as per RFP instructions. The Name of the Bidder, RFP No. and Due date of the RFP is specified on the top of the envelope.

5 Whether ensured Indexing of all Document Submitted with page numbers? 6 Ownership letter by the bidder (Under taking letter by the bidder taking the ownership of the project execution in case third party also involved in project execution either fully or partially. The bidder shall also submit the ownership certificate issued by the third party clearly mentioning the extent of ownership.

Bidders to verify the above checklist and ensure accuracy of the same before submission of the bid.

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

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ANNEXURE - 2

TENDER COVERING LETTER

The Deputy General Manager - IT Punjab & Sind Bank, HO IT Department, Institutional Area, Plot No. 151, Sector 44, Gurugram

Dear Sir,

Sub: “RFP for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

Ref.: Your RFP No.______dated ______

With reference to the above RFP, having examined and understood the instructions including all annexure, terms and conditions forming part of the Bid, we hereby enclose our offer for Set up, Manage and Operate Merchant Acquiring Business through Internet Payment Gateway on Revenue Sharing Model forming Technical as well as Commercial Bids being parts of the above referred Bid.

We have carefully gone through the contents of the above referred RFP and furnish the following information relating to Technical Bid/Specification:

S Particulars Details to be furnished No. by the Bidder 1 Name of the Bidder 2 E-mail address of contact persons 3 Approach and methodology for the proposed scope of work along with illustrative Deliverables. 4 Details of similar assignments executed by the bidder during the last two years in India

(Name of the Bank and Time Taken for execution of the assignments documentary proof from the Bank are to be furnished) 5 Details of inputs/requirements required by the bidder to execute this assignment. 6 Conformity to the obtaining of various certificates/bench mark testing standards for the items quoted to meet the intent of the RFP 7 Conformity regarding back to back Arrangements with third party software for providing continuous and un- interrupted support to meet SLA obligations as per RFP Terms. 8 List of Major clients and their contact addresses which have been on-boarded in the last 2/3 years (Reference letter also may be enclosed)

Page 41 of 78

Declaration:

(I) Further we agree to abide by and accept the terms and conditions, instructions and scope of work of this tender and our offer shall remain valid for 180 days from the date of commercial bid opening and our offer shall remain binding upon us which may be accepted by the Bank any time before expiry of 180 days.

(II) Until a formal contract is executed, this tender offer (RFP and subsequent addendums / corrigendum’s), together with the Bank’s written acceptance thereof and Bank’s notification of award, shall constitute a binding contract between us.

(III) We understand that the Bank is not bound to accept the lowest or any offer the Bank may receive. We also certify that we are not blacklisted / banned by any Public sector Bank/PSU/GOI Department at the time of bid submission.

(IV) All the details mentioned by us are true and correct and if Bank observes any misrepresentation of facts on any matter at any stage, Bank has the absolute right to reject the proposal and disqualify us from the selection process.

(V) We hereby unconditionally accept that Bank can at its absolute discretion apply whatever criteria it deems appropriate, not just limiting to those criteria set out in the RFP, in short listing of bidders.

(VI) We confirm that we have noted the contents of the RFP and have ensured that there is no deviation in filing our response to the RFP. All the details mentioned by us are true and correct and if Bank observes any misrepresentation of facts on any matter at any stage, Bank will have the absolute right to reject the proposal and disqualify us from the selection process in case of any such deviations/discrepancies.

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

Page 42 of 78

ANNEXURE-3

COMPLIANCE TO MINIMUM ELIGIBILITY CRITERIA

The Deputy General Manager - IT Punjab & Sind Bank, HO IT Department, Institutional Area, Plot No. 151, Sector 44, Gurugram

Dear Sir,

Sub: “RFP for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

Ref.: Your RFP No.______dated ______

S. ELIGIBILITY CRITERIA COMPLIED DOCUMENTARY No. YES/NO PROOF 1 The bidder should be a registered corporate in India registered under the Companies Act, 1956/2013 and should have been in existence in India for the last five years as on date of submission of Bid. 2 Bidder should have implemented/managed Payment Gateway Solution (As given in the definition here above) successfully on hosted model for minimum 03 years, during the last 05 years for at least 02 Scheduled Commercial Banks. 3 The Bidder should have yearly transaction processing volume of not less than Rs.250 Crores during last two financial years i.e. 2019-20 and 2020-21. 4 The bidder should have a minimum turnover of Rs.50 Crore per annum for the last 3 financial years i.e. 2018-19, 2019-20 & 2020-21 from their operations and the bidder should also have networth of Rs.15 Crore during the last financial year i.e. 2020-21. 5 The bidder should not be involved in any legal case that may affect the solvency / existence of firm or in any other way affect the bidder’s capability to provide / continue the services to Bank. 6 Bidder should not be currently black-listed by any Government Agency / Banks / Financial Institutions / RBI / NPCI / IBA. Bidder must certify to that effect. 7 The bidder should have permanent office in India. 8 The bidder should not have filed for Bankruptcy in India at the time of bid submission.

Page 43 of 78

9 The bidder should have branch/ service centers at least at 5 centers in India 10 The solution should be a PCI-DSS and PADSS certified company as on date. The hosting space should be ISO 27001 certified. 11 The Bidder should have direct/indirect arrangement with Card Associations/ Net Banking/ Wallets/UPI/ IMPS/ other payment modes if any. 12 The Bidder should have a robust Fraud Risk Management Monitoring system in place. 13 The Bidder has necessary Approval/Authorisation to setup, run, and operate such Payment Gateway System from statutory/regulatory authorities. 14 EPG Infrastructure supply & management shall comply with RBI/Govt./NPCI/IBA guidelines from time- to-time. 15 The bidder should not be from a country which shares a land border with India unless the bidder is registered with the Competent Authority (as detailed in Office memorandum- F.No.6/18/2019-PPD of Dept. of Expenditure, Ministry of Finance). Bidder from a country which shares land border with India means: g. An entity incorporated, established or registered in such a country; or h. A subsidiary of an entity incorporated, established or registered in such a country; or i. An entity substantially controlled through entities incorporated, established or registered in such a country; or j. An entity whose beneficial owner is situated in such a country; or k. An Indian (or other) agent of such an entity; or l. A natural person who is a citizen of such a country; or b. A consortium or joint venture where any member of the consortium of joint venture falls under any of the above.

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

Page 44 of 78

ANNEXURE - 4 BIDDER’S INFORMATION

The Deputy General Manager - IT Punjab & Sind Bank, HO IT Department, Institutional Area, Plot No. 151, Sector 44, Gurugram

Dear Sir,

Sub: “RFP for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

Ref.: Your RFP No.______dated ______

With reference to your above mentioned RFP (Read with its Addendums/Corrigendum/ Amendments), we submit necessary information hereunder:-

1. Name of the Company 2. Company Head Office / Registered Office Addresses : Contact Person(s) : Phone : E-mail Website 3. Registration No. and Date of establishment/Date of Incorporation 4. Nature of Activity 5. Constitution 6. Present strength of the firm (a) Nos. of Staff Members (b) Number of years of experience in implementation of solution (c) Major Clients & services offered to them 7. Key Contact Persons a. Name b. Address c. Contact No. d. E-mail address 8. Any pending or past litigation YES/NO (Within three years)? If yes please give details. (IF YES, PLEASE FURNISH THE Also mention the details of claims and DETAILS) complaints received in the last two Years (About the Company / Software that are sold / licensed by the Company). 9. Detail of Tender Fee and Earnest Money Deposited. 10. Figures for last 3 years (in Crores with two 2018-19 2019-20 2020-21 decimal): - Annual Turnover ______Profit ______Net worth ______Page 45 of 78

11. GSTN Number 12. Income Tax PAN 13. Previous Assignments with the Punjab & Sind Assignment Year Bank, if any, during the last five years ______14. If Assignments done (as per Column 13) with Yes / No Punjab & Sind Bank, whether Satisfactory Performance Letter is attached with the Bid 15. Please indicate the tasks that will be Outsourced. 16. Is the company ISO certified? If yes, please provide information along with true copy of certificate. 17. Mention Location and addresses of the Data Center and Disaster Recovery Center of the entire infrastructure for EPG.

DECLARATION I/We hereby declare that the terms and conditions of the tender stated herein and as may be modified/mutually agreed upon are acceptable and biding to me/us. We understand and agree that:

1. The Bank is not bound to accept the lowest bid or may reject all or any bid. 2. If our Bid for the above job is accepted, we undertake to enter into and execute at our cost, when called upon by the Bank to do so, a contract in the prescribed form. Unless and until a formal contract is prepared and executed, this bid together with your written acceptance thereof shall constitute a binding contract between us. 3. If our bid is accepted, we are to be jointly and severally responsible for the due performance of the contract. 4. The Bank may accept or entrust the entire work to one Bidder or divide the work to more than one bidders without assigning any reason or giving any explanation whatsoever and the Bank’s decision in this regard shall be final and binding on us. Bidder means the vendor who is decided and declared so after commercial bidding process. 5. We understand that during Tender process, if any event of conflict arise between the content of the Annexures submitted by bidders and the main body of RFP, then the content of main RFP shall prevail/ applicable.

Name of person Authorized to sign Mobile No. Email

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

Page 46 of 78

ANNEXURE - 5

AUTHORIZATION CERTIFICATE

(To be presented by the authorized person at the time of Technical / Commercial Bid Opening on the letter head of Bidder and should be signed by an Authorized Signatory with Name and Seal of the Company)

The Deputy General Manager - IT Punjab & Sind Bank, HO IT Department, Institutional Area, Plot No. 151, Sector 44, Gurugram

Dear Sir,

Sub: “RFP for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

Ref.: Your RFP No.______dated ______

This has reference to your above RFP.

Mr./Miss/Mrs. ______is hereby authorized to attend the bid opening of the above RFP on ______behalf of our organization.

The specimen signature is attested below:

______Specimen Signature of Representative

______Signature of Authorizing Authority

______Name & Designation of Authorizing Authority

NOTE: This Authorization letter is to be carried in person and shall not be placed inside any of the bid covers.

Page 47 of 78

ANNEXURE – 6

ACCEPTANCE/COMPLIANCE CERTIFICATE

The Deputy General Manager - IT Punjab & Sind Bank, HO IT Department, Institutional Area, Plot No. 151, Sector 44, Gurugram

Dear Sir,

Sub: “RFP for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

Ref.: Your RFP No.______dated ______

DECLARATION

Compliance Description Compliance (Yes/No) Terms and We hereby undertake and agree to abide by all the terms Conditions and conditions including all annexure, corrigendum(s) etc. stipulated by the Bank in this RFP. (Any deviation may result in disqualification of our bid).

Scope of work and/ We certify that the systems/services offered by us for Technical tender conform to the Scope of work and technical Specification specifications stipulated by you. (Any deviation may result in disqualification of our bid).

RFP, Clarifications & We hereby undertake that we have gone through RFP, subsequent clarifications & Corrigendum/s issued by Bank and agree Corrigendum/s, if to abide by all the terms and conditions including all Any. annexure, corrigendum(s) etc. stipulated by the Bank in this RFP. (Any deviation may result in disqualification of our bid).

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

Page 48 of 78

ANNEXURE - 7

TRACK RECORD OF MERCHANT ACQUIRING BUSINESS THROUGH EPG ON REVENUE SHARING MODEL

The Deputy General Manager - IT Punjab & Sind Bank, HO IT Department, Institutional Area, Plot No. 151, Sector 44, Gurugram

Dear Sir,

Sub: “RFP for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

Ref.: Your RFP No.______dated ______

NAME OF BIDDER: ______

Details of track record on merchant acquiring business through EPG:

S. Name of Contact Mention services on Performance No the client person’s name, OPEX or CAPEX model (Attach and Tel no and full or Rental or Revenue certificate from address address Sharing Model customer)

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

Page 49 of 78

ANNEXURE - 8

PROPOSED TEAM PROFILE

The Deputy General Manager - IT Punjab & Sind Bank, HO IT Department, Institutional Area, Plot No. 151, Sector 44, Gurugram

Dear Sir,

Sub: “RFP for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

Ref.: Your RFP No.______dated ______

NAME OF BIDDER: ______

PROPOSED TEAM PROFILE

S. No Particulars Details 1. Name of the team leader 2. Contact details of the team leader 3. Overall program/ management team 4. Operations team 5. Size of the team 6. Average age of the team 7. Average duration of association with the bidder 8. Average industry experience 9. Detailed employee retention policies

The Bidder should provide detailed responses for each of the above Particulars along with documentary proofs.

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

Page 50 of 78

ANNEXURE - 9

ESCALATION MATRIX

Name of the Company:

Delivery related issues:

Name Designated Full office Address Contact no. Email

First Level Contact

Second Level contact (if response not received in 24 hrs.) Regional/Zonal Head (if response not received in 48 hours) Country Head (if response not received in one week)

Service Related Issues:

Name Designated Full office Contact Email Address No First Level Contact Second Level contact (if Response not received in 24 hrs.) Regional/Zonal Head (if Response not received in 48 hrs.) Country Head (if response not received in one week)

Any change in designation, substitution will be informed by us immediately.

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

Page 51 of 78

ANNEXURE - 10

AUDITED FINANCIAL RESULTS CERTIFICATE (To be provided by Chartered Accountant/Statutory Auditor)

The Deputy General Manager - IT Punjab & Sind Bank, HO IT Department, Institutional Area, Plot No. 151, Sector 44, Gurugram

Dear Sir,

Sub: “RFP for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

Ref.: Your RFP No.______dated ______

This is to certify that M/s,______a company incorporated under the companies act,1956 with its headquarters at ______is having Annual Turnover of Rs.50 Crore or more from the EPG services in India during the last three financial years and also having Net Worth of Rs.15 Crore in the last Financial Years (FY).

Sr. No. Financial Annual Turnover from Net Profit/Loss Net Worth Year Turnover the EPG (in Cr) (in Cr) (in Cr) services (in Cr)

1 FY 2018-19

2 FY 2019-20 3 FY 2020-21

Date:

Place:

Signature of CA/Statutory Auditor Name of CA/Statutory Auditor: Designation: Seal of Company

Page 52 of 78

ANNEXURE - 11

SCOPE OF WORK COMPLIANCE

The Deputy General Manager - IT Punjab & Sind Bank, HO IT Department, Institutional Area, Plot No. 151, Sector 44, Gurugram

Dear Sir,

Sub: “RFP for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

Ref.: Your RFP No.______dated ______

Scope of Work Compliance We certify that the solution offered by us for RFP (tender) conforms to the scope of work stipulated by you in the “scope of work” section of RFP with the following deviations:

List of deviations

1) 2) 3) 4)

(If left blank it will be construed that there is no deviation from the specifications given above)

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

Page 53 of 78

ANNEXURE - 12

SERVICE SUPPORT CENTERS DETAILS

The Deputy General Manager - IT Punjab & Sind Bank, HO IT Department, Institutional Plot No. 151, Sector 44, Gurugram

Dear Sir,

Sub: “RFP for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

Ref.: Your RFP No.______dated ______

Sr. Location Status of Office Number of No Address Office Name of contact Working days maintenance staff Tele. Person with contact & hours Number number

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

Page 54 of 78

ANNEXURE-13 (A)

FORMAT FOR COMMERCIAL BID

The Deputy General Manager - IT Punjab & Sind Bank, HO IT Department, Institutional Area, Plot No. 151, Sector 44, Gurugram

Dear Sir,

Sub: “RFP for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

Ref.: Your RFP No.______dated ______

With reference to the commercial biding part of the RFP, We, the undersigned, offer the below Base/Rack rates for the subject services:

Vertical/ Merchant UPI Debit Credit Net Banking of all Prepaid Wallets Category (% of Card Card Banks (Rs. per Txn.) /Gift Cards (% of Txn. (% of (% of (% of Txn. Txn. Amt.) Txn. Txn. Amt.) Amt.) Amt.) Amt.) Ecommerce (other than i) SBI - Merchant ii) ICICI/ HDFC/ Category mentioned in AXIS Bank - the table) iii) Other Banks - Educational Institutions i) SBI - ii) ICICI/ HDFC/ AXIS Bank - iii) Other Banks - Utility Companies i) SBI - ii) ICICI/ HDFC/ AXIS Bank - iii) Other Banks - Government Bodies i) SBI - ii) ICICI/ HDFC/ AXIS Bank - iii) Other Banks - Base/Rack Rate Per Challan Rs.______per challan irrespective of transaction amount for Processing offline transactions (Challan means Processing involves generating Challan from the Cash Challan/NEFT Challan) Merchant’s website, updating of successful/failure challan payments in the Merchant’s/Bank’s Dashboard/ Merchant’s Website. Page 55 of 78

Rack/Base rate of convenience Convenience fee Rs.______per transaction fee irrespective of amount.

*Convenience fee is for providing Dynamic form builder facility/fee module/ERP solution for Educational Institutes along with Payment Gateway and Challan facility is provided to the Merchant. Convenience fee is per transaction charge in addition to the Debit Card/Credit Card/Net Banking/Challan/ UPI/Wallet Charges.

Note:  Rates should be in conformity with RBI/Govt. Directives on Digital transactions.  Bidder may quote different rates for Different segment of Banks for Net Banking Gateway (Segments are 1. SBI, 2. HDFC/ICICI/Axis Bank, 3. All other Banks).  Any fluctuation in prices due to inflation, sectorial regulations, memberships, licensing, taxes, other than GST will be borne by the bidder and not be passed on to the Merchant/User or Bank.

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

Page 56 of 78

Annexure -13 (B)

Total weightage will be given by the Bid evaluation Committee for the rack/base rates given in Annexure13 (A) is as detailed below:

Vertical/ Type of Payment Weightage % of rate Weightage value of Merchant quoted in Annexure rate quoted in Category 13 (A) Annexure 13(A) X1) UPI 1% E- Commerce Debit Card 1% Credit Card 2% (Total Max. Net Banking of all Banks 4% Weightage SBI- 1, 10%) ICICI/HDFC/Axis Bank - 1, Other Banks - 2 Prepaid/Gift Cards – 1, 2% Wallet – 1 X2) UPI 1% Educational Debit Card 1% Institutions Credit Card 2% Net Banking of all Banks 8% (Total Max. SBI-3 Weightage ICICI/HDFC/Axis Bank- 2, 14%) Other Banks – 3 Prepaid/Gift Cards – 1, 2% Wallet – 1 X3) UPI 1% Utility Debit Card 1% Companies Credit Card 2% Net Banking of all Banks 8% (Total Max. SBI-3 Weightage ICICI/HDFC/Axis Bank- 2, 14%) Other Banks – 3

Prepaid/Gift Cards – 1, 2% Wallet – 1 X4) UPI 1% Debit Card 1% Government Credit Card 2% bodies Net Banking of all Banks 8% (Total Max. SBI-3 Weightage ICICI/HDFC/Axis Bank- 2, 14%) Other Banks – 3 Prepaid/Gift Cards – 1, 2% Wallet – 1 X5) Rack/Base Rate Per Challan 4% Offline: processing (Processing Challan involves generating Challan

Page 57 of 78

Processing from the Merchant’s website, fee updating of successful/failure (Cash / NEFT) challan payments in the Merchant’s/Bank’s Dash Board/ Merchant’s Website) X6) 4% Rack/Base rate of convenience fee for providing Dynamic form builder facility along with Challan facility to the Merchant. (Convenience fee is an additional per transaction charge to the Debit Card/Credit Card/Net Banking/Challan Charges etc.)

Total (X1+X2+X3+X4+X5+X6)

Total (X1+X2+X3+X4+X5+X6) =

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

Page 58 of 78

ANNEXURE –13 (C)

Referring point number 2 of table under S. No: 1.16.4, the sharing percentage between Bank and the selected bidder will be sharing the revenue generated from the rack rate/Base rate. The bidder has to submit/quote Bidder’s share of percentage in the below table for rendering the services.

Total weightage for Clause No. 1.16.4, point 2 of table, is as explained below:

Revenue Sharing:

S. Activity % of Revenue Weightage % Weightage No. Share of the of Revenue value Bidder (out of Share of the 100%) Bidder 1 Revenue share with the Bidder on 2% UPI Payments, Debit Card earned from the Rack/Base rates. (Y1) 2 Revenue share with the Bidder on 6 % Credit Card earned from the Rack/Base rates. (Y2) 3 Revenue share with the Bidder on 12 % Net Banking Payments earned from the Rack/Base rates. (Y3) 4 Revenue share with the Bidder 10 % earned from the Rack/Base rates of Prepaid/Gift Card and Wallets. (Y4) 5 Revenue share with the Bidder on 8 % offline transactions (Cash Challan/ Neft challan) earned from the Rack/ Base Rate Per Challan processing. (Y5) 6 Revenue share with the Bidder 2 % earned from the Rack/Base rate of convenience fee for providing Dynamic form builder facility along with the Challan facility to the Merchant. (Y6)

Total (Y1+Y2+Y3+Y4+Y5)

Total (Y1+Y2+Y3+Y4+Y5) =

The Final Selection would be calculated as follows:

Z= Total as per Annexure-13 (B) + Total as per Annexure 13 (C)

Z = ______

The bidder with lowest (Z) value would be selected as L1 vendor.

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Note: i. All the columns for price must be filled up even if the amount is zero (0.00) for any item. The revenue share must be given as per the specification mentioned in the Bid. ii. Bank will not pay anything extra for procurement of White labelled solution other than revenue sharing as mentioned in the Commercial Bid. iii. The premium rate over and above the base/stack rate quoted by Bank to merchant will be revenue for Bank only and there will not be any sharing of these revenue.

Certified that all the terms and conditions of this RFP are accepted by us.

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

Page 60 of 78

Annexure – 14

TECHNICAL PARAMETERS AND THEIR RESPECTIVE WEIGHTAGE FOR TECHNICAL EVALUATION

Bidder needs to respond to each parameter and sub parameters explicitly. In case of implicit or vague answers and in the absence of supporting information/certificate/ declaration sought, marks will not be provided.

Parameters and Scoring Please put Marks a tick in the S. Obtained relevant (Not to be No column filled by the Bidder) Number of Banks availing White labelled payment gateway 1 services from the Bidder Less than 2 - 1 mark >2 but < 5 - 2 marks More than 5 - 3 marks Number of EPG Acquiring Transaction Processed Per 2 month Less than 25000 - 0 mark >25000 but <100000 - 1 mark

>100000 but <300000 - 2 marks >300000 - 3 marks 3 Data Centre Own Primary and DR Centre - 3 marks Own Primary and Outsourced DR - 2 marks Outsourced Primary/DR site - 1 mark Existing Merchant base for Debit, Credit Cards, Internet 4 Banking, Mobile Banking etc., being managed by the Bidders Less than 1000 - 1 marks >1000 but <5000 - 2 marks >5000 - 3 marks 5 Number of Banks Net Banking facility is available >15 but < 25 - 1 mark >25 and up to 40 - 2 marks >40 - 3 marks Dynamic form builder capabilities to configure any form 6 without coding Yes - 2 Marks

No - 0 Mark Page 61 of 78

7 Value Added Services ERP Solution/fee module - 1mark

Wallet payment option - 1 mark Invoice presentment through SMS/ Mail - 1 mark UPI - 1 mark Facility of White labelled mobile application to the students to make the fee payments and to view any circulars/notifications issued by the institution. -1 mark EMI option - 1 mark Customer Relationship and Complaint Management Call 8 Centre Call Centre with > 10 employees & auto call log is available -2 Marks

Call Centre with <10 employees; auto call log is not available - 1 Mark

9 VAPT Certification Yes - 1 mark

No - 0 mark Web interface to the Bank & Merchant including dash board 10 for retrieval of transaction data, MIS to lodge complaints, Transactions, History retrieval, analytics support, Data upload etc.

Available - 2 marks

Not Available - 0 mark 11 Whether the Payment gateway facility is Mobile rendered Yes - 1 Mark

No - 0 Mark 12 Availability of Fraud Risk Management Tool Available at its own - 3 marks Available but outsourced - 2 marks No such Tool - 0 Mark Option to create customized web application to conduct different type of onetime fee collection activities like 13 Professional meets, medical conferences, Govt. tenders etc., Yes -2 marks

No - 0 mark

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Option to complete the Broken transactions to avoid 14 making a fresh transaction Yes - 1 mark

No - 0 mark Option to enable the merchants to make the payments in 15 Punjab & Sind Bank website. Yes - 2 marks

No - 0 mark Option to integrate the white labelled solution with Punjab & 16 Sind Bank Mobile Banking application Yes - 1 mark

No - 0 mark Facility to enable/ disable payment modes i.e., 17 DC/CC/NB/UPI /Challan in the merchant’s payment gateway Yes - 1 mark

No - 0 mark 18 Capability of handling Load balancing Yes - 1 mark

No - 0 mark Total Score for Technical Evaluation 40

a) The Bidder has to submit relevant supporting documents for the above information.

b) To get eligibility to participate in the presentation and to participate in Commercial Bid, The Bidder has to Score Minimum 30 Marks in the Technical evaluation i.e. 30 out of 40”

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

Page 63 of 78

Annexure - 15

Mandatory Technical Information for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

S. Activity Yes / No No. 1 Integration /Maintenance and Management of Payment Gateway with Merchant websites as per decision taken by the Bank 2 The solution should be easy-to-use/ pluggable on merchant/ biller platform, configurable, scalable, compliant with various standards like PCI etc. 3 The solution should be able to process various cards - credit and debit, Gift Cards, Internet Banking, Wallet transaction, prepaid cards,, UPI etc. on various channels like Web etc. 4 Convenient access via web Interface to various reports online/ offline/ real time merchant/ biller/ settlement / usage/ charge back Claims, status, transaction status / summary, etc. and admin interface for parameterization, monitor, control, etc. should be the features of the solution. 5 The solution should have Fraud Risk management Monitoring system deployed at bidder’s end 6 The solution should be VISA, MasterCard and NPCI certified and benchmarked for minimum TPS of 250 and should be highly Scalable as per the Bank’s business demands and forecast. 7 Bidder capable of integrating Payment Gateway with the Merchant websites and maintain at their own cost

8 Payment Gateway should be capable to facilitate integrations for Verified by Visa and Master Card/NPCI (Rupay)/(AMEX, if Merchant specific) Secure Code and other guidelines issued from time to time by regulatory bodies and interchanges 9 Bidder to provide necessary reports to the Bank for settlement of the daily transactions with VISA/MasterCard NPCI(Rupay)/(AMEX, if Merchant specific) networks and other Banking Channels also the data files on daily basis for affording credits to the Merchant maintaining account with the Bank. 10 Bidder shall source and assist the Bank in identification of merchants and integrate with their websites, merchant Management and training. The Bank will also provide the Lead and necessary assistance in sourcing the Merchants 11 Bidder should undertake daily Reconciliation of the Transactions and provide reports of Reconciled/Un reconciled / Exception transactions to the Bank. The Settlement Reports With Reconciliation reports should be provided to the Bank on daily basis.

Page 64 of 78

12 Bidder to undertake the Dispute Resolution and other related activities, including Chargeback, Presentment, Pre- Compliance, Compliance, Pre –Arbitration and Arbitration etc. The cost of chargeback and other associated risks including frauds will be entirely borne by the bidder 13 Bidder will be responsible for first level of customer service and provide 24X 7 operational services and helpdesk 14 Service provider must agree to maintain the system performance standard as described by Visa/ MasterCard/ NPCI (Rupay)/(AMEX, if Merchant specific) and other government Regulatory authorities. 15 Bidder will provide all 3rd party hardware, software and secure network infrastructure required for the project 16 Bidder will customize and provide MIS/report daily/ weekly/ quarterly/ half yearly/ yearly as per the requirement of the Bank without any cost. 17 Bidder should be capable of providing DRS facility of the entire Infrastructure with minimum fail time switch over and located On different latitudes. 18 Bidder to undertake Signing up of the merchants for acquiring card/internet and mobile banking transactions

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

Page 65 of 78

ANNEXURE - 16 Tender No: PRE CONTRACT INTEGRITY PACT

Between Punjab & Sind Bank (PSB) hereinafter referred to as "The Principal", And ______hereinafter referred to as "The Bidder/ Contractor" Preamble The Principal intends to award, under laid down organizational procedures, contract/ s for ______. The Principal values full compliance with all relevant laws of the land, rules, and regulations, economic use of resources and of fairness I transparency in its relations with its Bidder(s) and I or Contractor(s).

In order to achieve these goals, the Principal has appointed Sh. Rattan Kishore Bajaj as Independent External Monitors (IEMs) 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 for, or the execution of a contract, demand, take a promise for or accept, for self or third person, any material or immaterial benefit which the person is not legally entitled to.

b. The Principal will, during the tender process treat all Bidder(s) with equity and reason. The Principal will in particular, before and during the tender process, provide to all Bidder(s) the same information and will not provide to any Bidder(s) confidential I additional information through which the Bidder(s) 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.

(2) If the Principal obtains information on the conduct of any of its employees which is a criminal offence under the IPC/PC Act, or if there be a substantive suspicion in this regard, the Principal will inform the Chief Vigilance Officer and in addition can initiate disciplinary actions

Section 2 - Commitments of the Bidder(s)/ Contractor(s)

(1) The Bidder(s)/ Contractor(s) commit themselves to take all measures necessary to prevent corruption. The Bidder(s)/ Contractor(s) commit themselves to observe the following principles during participation in the tender process and during the contract execution.

a. The Bidder(s)/ Contractor(s) 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 other benefit which he / she is not legally entitled to, in order to obtain in exchange any advantage of an kind whatsoever during the tender process or during the execution of the contract.

b. The Bidder(s)/ Contractor(s) 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 contract submission or non-submission of bids or any other actions to restrict competitiveness or to introduce cartelisation in the bidding process.

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c. The Bidder(s)/ Contractor(s) will not commit any offence under the relevant IPC/PC Act; further the Bidder(s)/ Contractor(s) 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(s)/Contractors(s) of foreign origin shall disclose the name and address of the Agents/representatives in India, if any, similarly the Bidder(s)/Contractors(s) of Indian Nationality shall furnish the name and address of the foreign principals, if any. Further details as mentioned in the "Guidelines on Indian Agents of Foreign Suppliers" shall be disclosed by the Bidder(s)/Contractor(s).Further, as mentioned in the Guidelines all the payments made to the Indian agent/representative have to be in Indian Rupees only. Copy of the "Guidelines on Indian Agents of Foreign Suppliers" is placed at (page nos. 6-7)

e. The Bidder(s)/ Contractor(s) will, when presenting their bid, disclose any and all payments made, is committed to or intends to make to agents, brokers or any other intermediaries in connection with the award of the contract.

f. Bidder(s) /Contractor(s) who have signed the Integrity Pact shall not approach the Courts while representing the matter to IEMs and shall wait for their decision in the matter.

(2) The Bidder(s)/ Contractor(s) 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(s)/Contractor(s), before award or during execution has committed a transgression through a violation of Section 2, above or in any other form such as to put their reliability or credibility in question, the Principal is entitled to disqualify the Bidder(s)/Contractor(s) from the tender process or take action as per the procedure mentioned in the "Guidelines on Banning of business dealings".

Section 4 - Compensation for Damages

(1) If the Principal has disqualified the Bidder(s) from the tender process prior to the award according to Section 3, the Principal is entitled to demand and recover the damages equivalent to Earnest Money Deposit/ Bid Security.

(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 Contractor liquidated damages of the Contract value or the amount equivalent to Performance Bank Guarantee.

Section 5 - Previous transgression

(1) The Bidder declares that no previous transgressions occurred in the last three years with any other Company in any country conforming to the anti-corruption approach or with any 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 action can be taken as per the procedure mentioned in "Guidelines on Banning of business dealings".

Section 6 - Equal treatment of all Bidders / Contractors / Subcontractors (1) The Principal will enter into agreements with identical conditions as this one with all Bidders and Contractors.

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(2) The Principal will disqualify from the tender process all bidders who do not sign this Pact or violate its provisions.

Section 7 - Criminal charges against violating Bidder(s) / Contractor(s) / Subcontractor(s)

If the Principal obtains knowledge of conduct of a Bidder, Contractor or Subcontractor, or of an employee or a representative or an associate of a Bidder, Contractor or Subcontractor which constitutes corruption, or if the Principal has substantive suspicion in this regard, the Principal will inform the same to the Chief Vigilance Officer.

Section 8 - Independent External Monitor

(1) The Principal appoints competent and credible Independent External Monitor for this Pact after approval by Central Vigilance Commission. 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/her functions neutrally and independently. The Monitor would have access to all Contract documents, whenever required. It will be obligatory for him / her to treat the information and documents of the Bidders/Contractors as confidential. He/ she reports to the MD & CEO of Punjab & Sind Bank.

(3) The Bidder(s)/Contractor(s) accepts that the Monitor has the right to access without restriction to all Project documentation of the Principal including that provided by the Contractor. The Contractor will also grant the Monitor, upon his/her request and demonstration of a valid interest, unrestricted and unconditional access to their project documentation.

(4) The Monitor is under contractual obligation to treat the information and documents of the Bidder(s)/ Contractor(s) with confidentiality. The Monitor has also signed declarations on 'Non- Disclosure of Confidential Information' and of 'Absence of Conflict of Interest'. In case of any conflict of interest arising at a later date, the IEM shall inform MD & CEO of Punjab & Sind Bank and recuse himself / herself from that case.

(5) 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 Contractor. The parties offer to the Monitor the option to participate in such meetings.

(6) As soon as the Monitor notices, or believes to notice, a violation of this agreement, he/she will so inform the Management of the Principal and request the Management to discontinue or take corrective action, or to take other relevant action. The monitor can in this regard submit non-binding recommendations. 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.

(7) The Monitor will submit a written report to the MD & CEO of Punjab & Sind Bank, 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.

(8) If the Monitor has reported to the MD & CEO of Punjab & Sind Bank, a substantiated suspicion of an offence under relevant IPC/ PC Act, and the MD & CEO of Punjab & Sind Bank has not, within the reasonable time taken visible action to proceed against such offence or reported it to the Chief Vigilance Officer, the Monitor may also transmit this information directly to the Central Vigilance Commissioner.

(9) The word 'Monitor' would include both singular and plural

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Section 9 - Pact Duration

This Pact begins when both parties have legally signed it. It expires for the Contractor 12 months after the last payment under the contract, and for all other Bidders 6 months after the contract has been awarded. Any violation of the same would entail disqualification of the bidders and exclusion from future business dealings.

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 MD & CEO of Punjab & Sind Bank.

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. New Delhi.

(2) Changes and supplements as well as termination notices need to be made in writing. Side agreements have not been made.

(3) If the Contractor 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.

(5) Issues like Warranty / Guarantee etc. shall be outside the purview of IEMs.

(6) In the event of any contradiction between the Integrity Pact and its Annexure, the Clause in the Integrity Pact will prevail.

______(For & On behalf of the Principal) (For & On behalf of Bidder / Contractor)

(Office Seal) (Office Seal)

Place ------Witness 1 Witness 2

Date ------(Name & Address) (Name & Address)

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ANNEXURE - 17

Performa for the Bank Guarantee for Earnest Money Deposit (To be stamped in accordance with stamp act) Ref: Bank Guarantee # Date :______

Punjab & Sind Bank Information Technology Department 21, Rajendra Place, Bank House, New Delhi 110008

Dear Sir,

In accordance with your bid reference No.______Dated ______M/s______having its registered office at ______herein after called “bidder‟) wishes to participate in the said bid for End-To-End White Labelled Payment Gateway Solution for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”. An irrevocable Financial Bank Guarantee (issued by any Scheduled Commercial Bank) against Earnest Money Deposit amounting to Rs.______(Rs.______) valid up to ______is required to be submitted by the bidder, as a condition for participation in the said bid, which amount is liable to be forfeited on happening of any contingencies mentioned in the bid document. M/s______having its registered office at ______has undertaken in pursuance of their offer to Punjab & Sind Bank (hereinafter called as the beneficiary) dated ______has expressed its intention to participate in the said bid and in terms thereof has approached us and requested us______(Name of Bank) ______(Address of Bank) to issue an irrevocable financial Bank Guarantee against Earnest Money Deposit (EMD) amounting to Rs ______(Rupees______) valid up to______. We, the ______(Name of Bank)______(Address of Bank) having our Head office at ______therefore Guarantee and undertake to pay immediately on first written demand by Punjab & Sind, the amount Rs. ______(Rupees______) without any reservation, protest, demur and recourse in case the bidder fails to Comply with any condition of the bid or any violation against the terms of the bid, Without the beneficiary needing to prove or demonstrate reasons for its such demand. Any Such demand made by said beneficiary shall be conclusive and binding on us irrespective of any dispute or difference raised by the bidder. This guarantee shall be irrevocable and shall remain valid up to ______. If any further extension of this Guarantee is required, the same shall be extended to such required period on receiving instructions in writing, from Punjab & Sind Bank, on whose behalf guarantee is issued. "Not withstanding anything contained herein above Our liability under this bank guarantee shall not exceed Rs.______(Rupees______).

This bank guarantee shall be valid up to ______. We are liable to pay the guaranteed amount or any part thereof under this bank guarantee only if you serve upon us a written claim or demand, on or before ______14.30 hours (Indian Standard Time) where after it ceases to be in effect in all respects whether or not the original bank guarantee is returned to us." In witness whereof the Bank, through its authorized officer has set its hand stamped on this ______Day of ______2021 at ______

Name of signatory Designation Bank Common Seal

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ANNEXURE - 18

Format of Performance Bank Guarantee

(issued by any Scheduled Commercial Bank)

Tender Reference No: ______Date ______

The Deputy General Manager -IT Punjab & Sind Bank, HO IT Department, 2nd floor, Plot No.151, Sector 44, Gurugram 122003.

Performance Bank Guarantee No. Bank Guarantee Amount Expiry Date Claim Period Account

Dear Sir,

GUARANTEE FOR PERFORMANCE OF CONTRACT/AGREEMENT

THIS GUARANTEE AGREEMENT executed at ______day of______Two Thousand ______BY : ______Bank, a body corporate constituted under ______, having its Registered Office/ Head Office at ______, and a Branch Office at______(Hereinafter referred to as “the Guarantor”, which expression shall, unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and include its successors and assigns)

IN FAVOUR OF: Punjab & Sind Bank, a body corporate, established under the Banking Companies (Acquisition and Transfer of Undertakings) Act 1980 and having its Registered Office at 21, Rajendra Place, New Delhi 110008 (hereinafter referred to as “Bank” which expression shall unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and include its successors and assigns), WHEREAS Bank had called for the bids for engagement of service provider for End-To-End White Labelled Payment Gateway Solution for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS” and for the purposes M/s……………………… have been appointed as the Vendor (hereinafter referred to as "Vendor") and accordingly has entered into Contract / Agreement on ……….. (Agreement) with Bank subject to the terms and conditions contained in the said documents and the Vendor has duly confirmed the same.

AND WHEREAS pursuant to the Bid Documents, the Agreement, and the other related documents (hereinafter collectively referred to as “the said documents”, the Bank has agreed to avail from M/s……………………. and M/s……………… has agreed to provide to the Bank, the Services / Systems to Set up, Manage and Operate Merchant Acquiring Business through Internet Payment Gateway on Revenue Sharing Model and other required applications, more particularly described in the Schedule/Annexure to the said documents, subject to payment of the contract price as stated in the said documents and also subject to the terms, conditions, covenants, provisions and stipulations contained the said documents.

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AND WHEREAS the Vendor has duly signed the said documents.

AND WHEREAS in terms of the said documents, inter alia, the Vendor is required to procure an unconditional and irrevocable performance Bank guarantee, in favour of the Bank, from a Bank acceptable to the Bank for a sum of Rs………………… (Rupees……………………………………………………. Only) for the faithful observance and performance by the Vendor of the terms, conditions, covenants, stipulations, provisions of the Agreement /the said documents.

AND WHEREAS at the request of the Vendor, the Guarantor has agreed to issue the Guarantee in favour of the Bank for a sum of Rs………………………………………………….. (Rupees………………………………………………..Only)

AND WHEREAS at the request of the Vendor, the Guarantor has agreed to guarantee the Bank that the Vendor shall faithfully observed and performed of the terms of the said documents.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS: In consideration of the above premises, the Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Bank as follows: (1) The guarantor hereby agrees and guarantee that the Vendor shall faithfully observed and performed all the terms and conditions stipulated in the Contract/Agreement and the said documents. (2) The Guarantor hereby guarantees and undertakes to pay, on demand and without demur, reservation, contest, recourse or protest or without any reference to the Vendor, to the Bank at its office at New Delhi forthwith, and all monies payable by the Vendor to the extent of Rs.………………………………………. against any loss, costs, damages, etc. suffered by the Bank on account of default of the Vendor in the faithful observance and performance of the terms, conditions, covenants, stipulations, provisions of the Agreement / said documents, without any demur, reservation, contest, recourse or protest or without any reference to the Vendor. Any such demand or claim made by the Bank, on the Guarantor shall be final, conclusive and binding notwithstanding any difference or any dispute between the Bank and the Vendor or any dispute between the Bank and the Vendor pending before any Court, Tribunal, Arbitrator, or any other authority. (3) The Guarantor agrees and undertakes not to revoke this Guarantee during the currency of these presents, without the previous written consent of the Bank and further agrees that the Guarantee herein contained shall continue to be enforceable until and unless it is discharged earlier by the Bank, in writing. (4) The Bank shall be the sole judge to decide whether the Vendor has failed to perform the terms of the Agreement / said documents for providing the Services by the Vendor to the Bank, and on account of the said failure what amount has become payable by the Vendor to the Bank under this Guarantee. The decision of the Bank in this behalf shall be final, conclusive and binding on the Guarantor and the Guarantor shall not be entitled to demand the Bank to establish its claim under this Guarantee but shall pay the sums demanded without any objection, whatsoever. (5) To give effect to this guarantee, the Guarantor will be deemed to be the Principal Debtor to the Bank. (6) The liability of the Guarantor, under this Guarantee shall not be affected by

(a) any change in the constitution or winding up of the Vendor or any absorption, merger or (b) amalgamation of the Vendor with any other company, corporation or concern; or (c) any change in the management of the Vendor or takeover of the management of the Vendor by the Government or by any other authority; or

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(a) acquisition or rationalization of the Vendor and/or of any of its undertaking(s) pursuant to any law; or (b) any change in the constitution of Bank / Vendor; or (c) any change in the setup of the Guarantor which may be by way of change in the constitution, (d) winding up, voluntary or otherwise, absorption, merger or amalgamation or otherwise; or the absence or deficiency of powers on the part of the Guarantor to give Guarantees and/or Indemnities or any irregularity in the exercise of such powers.

(7) This guarantee will remain in force up to 36 months (with a claim period of further 1 year) from the date of signing the contract. (8) Notwithstanding anything contained in this Guarantee, the Guarantor hereby agrees and undertakes to extend the validity period of this guarantee for a further period as may be requested by the Bank, from time to time. (9) This guarantee shall be binding upon us and successors -in -interest and shall be irrevocable. (10) For all purposes connected with this Guarantee and in respect of all disputes and differences under or in respect of these presents or arising there from the courts of New Delhi where the Bank has its Head Office shall alone have jurisdiction to the exclusion of all other courts. (11) Notwithstanding anything contained herein above I. Our liability under this Performance Bank Guarantee shall not exceed Rs ……………. (Rupees ……………………….. only) II. This Performance Bank Guarantee shall be valid up to……………. III. We are liable to pay the guaranteed amount or any part thereof under this Bank Guarantee only and only if you serve on us a written claim or demand on or before ………………… (mention validity period + claim period) IN WITNESS WHEREOF the Guarantor has caused these presents to be executed on the day, month and year first herein above written as hereinafter appearing.

SIGNED SEALED AND DELIVERED BY the within named Guarantor (Vendor Bank), ______by the hand of Shri. ______, its authorised official.

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ANNEXURE – 19

NON- DISCLOSURE AGREEMENT (Non-Judicial Stamp Paper of appropriate value)

Tender No:

This Non-Disclosure Agreement made and entered into at…………………. This …………………..day of…………..2021 BY AND BETWEEN ………………………………… …………………….., a company incorporated under the Companies Act, 1956 having its registered office at ….………. (Hereinafter referred to as the Vendor which expression unless repugnant to the context or meaning thereof be deemed to include its permitted successors) of the ONE PART; AND Punjab & Sind Bank, a body corporate, established under the Banking Companies (Acquisition and Transfer of Undertakings) Act 1980 and having its Head Office at 21, Rajendra Place, New Delhi 110008 (hereinafter referred to as “Bank” which expression shall unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and include its successors and assigns) of the OTHER PART.

The Vendor and Punjab & Sind Bank are hereinafter collectively referred to as “the Parties” and individually as “the Party” WHEREAS:

1. Punjab & Sind Bank is engaged in the business of providing financial services to its customers and intends to engage service provider for End-To-End White Labelled Payment Gateway Solution for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS” for three years, extendable up to three years (one year each term on terms and conditions agreed mutually). 2. In the course of such assignment, it is anticipated that Punjab & Sind Bank or any of its officers, employees, officials, representatives or agents may disclose, or deliver, to the Vendor some Confidential Information (as hereinafter defined), to enable the Vendor to carry out the aforesaid Implementation assignment ( hereinafter referred to as " the Purpose"). 3. The Vendor is aware and confirms that all information, data and other documents made available in the RFP/Bid Documents/Agreement /Contract or in connection with the Services rendered by the Vendor are confidential information and are privileged and strictly confidential and or proprietary of Punjab & Sind Bank. The Vendor undertakes to safeguard and protect such confidential information as may be received from Punjab & Sind Bank.

NOW, THEREFORE THIS AGREEMENT WITNESSED THAT in consideration of the above premises and the Punjab & Sind Bank granting the Vendor and or his agents, representatives to have specific access to Punjab & Sind Bank property / information and other data it is hereby agreed by and between the parties hereto as follows: 1. Confidential Information: (i) “Confidential Information” means all information disclosed/furnished by Punjab & Sind Bank to the Vendor whether orally, in writing or in electronic, magnetic or other form for the limited purpose of enabling the Vendor to carry out the proposed Implementation assignment, and shall mean and include data, documents and information or any copy, abstract, extract, sample, note or module thereof, explicitly designated as "Confidential"; Provided the oral information is set forth in writing and marked "Confidential" within seven (7) days of such oral disclosure. (ii) The Vendor may use the Confidential Information solely for and in connection with the Purpose and shall not use the Confidential Information or any part thereof for any reason other than the Purpose stated above. Page 74 of 78

Confidential Information in oral form must be identified as confidential at the time of disclosure and confirmed as such in writing within seven (7) days of such disclosure. Confidential Information does not include information which:

(a) is or subsequently becomes legally and publicly available without breach of this Agreement by either party, (b) was rightfully in the possession of the Vendor without any obligation of confidentiality prior to receiving it from Punjab & Sind Bank, (c) was rightfully obtained by the Vendor from a source other than Punjab & Sind Bank without any obligation of confidentiality, (d) was developed by for the Vendor independently and without reference to any Confidential Information and such independent development can be shown by documentary evidence, or is/was disclosed pursuant to an order of a court or governmental agency as so required by such order, provided that the Vendor shall, unless prohibited by law or regulation, promptly notify Punjab & Sind Bank of such order and afford Punjab & Sind Bank the opportunity to seek appropriate protective order relating to such disclosure. (e) the recipient knew or had in its possession, prior to disclosure, without limitation on its confidentiality; (f) is released from confidentiality with the prior written consent of the other party. The recipient shall have the burden of proving hereinabove are applicable to the information in the possession of the recipient. Confidential Information shall at all times remain the sole and exclusive property of the disclosing party. Upon termination of this Agreement, Confidential Information shall be returned to the disclosing party or destroyed, if incapable of return. The destruction shall be witnessed and so recorded, in writing, by an authorized representative of each of the parties. Nothing contained herein shall in any manner impair or affect rights of Punjab & Sind Bank in respect of the Confidential Information. In the event that any of the Parties hereto becomes legally compelled to disclose any Confidential Information, such Party shall give sufficient notice to the other party to enable the other Party to prevent or minimize to the extent possible, such disclosure. Neither party shall disclose to a third party any Confidential Information or the contents of this Agreement without the prior written consent of the other party. The obligations of this Clause shall be satisfied by handling Confidential Information with the same degree of care, which the receiving party applies to its own similar confidential information but in no event less than reasonable care. The obligations of this clause shall survive the expiration, cancellation or termination of this Agreement 2. Non-disclosure: The Vendor shall not commercially use or disclose any Confidential Information or any materials derived there from to any other person or entity other than persons in the direct employment of the Vendor who have a need to have access to and knowledge of the Confidential Information solely for the Purpose authorized above. The Vendor shall take appropriate measures by instruction and written agreement prior to disclosure to such employees to assure against unauthorized use or disclosure. The Vendor may disclose Confidential Information to others only if the Vendor has executed a Non-Disclosure Agreement with the other party to whom it is disclosed that contains terms and conditions that are no less restrictive than these presents and the Vendor agrees to notify Punjab & Sind Bank immediately if it learns of any use or disclosure of the Confidential Information in violation of terms of this Agreement. Notwithstanding the marking and identification requirements above, the following categories of information shall be treated as Confidential Information under this Agreement irrespective of whether it is marked or identified as confidential:

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a) Information regarding Punjab & Sind Bank and any of its Affiliates, customers and their accounts (“Customer Information”). For purposes of this Agreement, Affiliate means a business entity now or hereafter controlled by, controlling or under common control. Control exists when an entity owns or controls more than 10% of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of another entity; or b) any aspect of Punjab & Sind Bank's business that is protected by patent, copyright, trademark, trade secret or other similar intellectual property right; or c) business processes and procedures; or d) current and future business plans; or e) personnel information; or f) Financial information.

3. Publications: The Vendor shall not make news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents / provisions thereof, other information relating to this Agreement, the Purpose, the Confidential Information or other matter of this Agreement, without the prior written approval of Punjab & Sind Bank.

4. Term: This Agreement shall be effective from the date hereof and shall continue till expiration of the Purpose or termination of this Agreement by Punjab & Sind Bank, whichever is earlier. The Vendor hereby agrees and undertakes to Punjab & Sind Bank that immediately on termination of this Agreement it would forthwith cease using the Confidential Information and further promptly return or destroy, under information to Punjab & Sind Bank, all information received by it from Punjab & Sind Bank for the Purpose, whether marked Confidential or otherwise, and whether in written, graphic or other tangible form and all copies, abstracts, extracts, samples, notes or modules thereof. The Vendor further agree and undertake to Punjab & Sind Bank to certify in writing upon request of Punjab & Sind Bank that the obligations set forth in this Agreement have been complied with.

Any provisions of this Agreement which by their nature extend beyond its termination shall continue to be binding and applicable without limit in point in time except and until such information enters the public domain

5. Title and Proprietary Rights: Notwithstanding the disclosure of any Confidential Information by Punjab & Sind Bank to the Vendor, the title and all intellectual property and proprietary rights in the Confidential Information shall remain with Punjab & Sind Bank.

6. Remedies: The Vendor acknowledges the confidential nature of Confidential Information and that damage could result to Punjab & Sind Bank if the Vendor breaches any provision of this Agreement and agrees that, if it or any of its directors, officers or employees should engage or cause or permit any other person to engage in any act in violation of any provision hereof, Punjab & Sind Bank may suffer immediate irreparable loss for which monetary compensation may not be adequate. Punjab & Sind Bank shall be entitled, in addition to other remedies for damages & relief as may be available to it, to an injunction or similar relief prohibiting the Vendor, its directors, officers etc. from engaging in any such act which constitutes or results in breach of any of the covenants of this Agreement.

Any claim for relief to Punjab & Sind Bank shall include Punjab & Sind Bank's costs and expenses of enforcement (including the attorney's fees).

7. Entire Agreement, Amendment and Assignment: This Agreement constitutes the entire agreement between the Parties relating to the matters discussed herein and supersedes any Page 76 of 78

and all prior oral discussions and / or written correspondence or agreements between the Parties. This Agreement may be amended or modified only with the mutual written consent of the Parties. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable.

8. Dispute Resolution: Disputes, if any, arising out of this Agreement remaining unresolved by mutual discussions shall be referred to a sole Arbitrator for Arbitration and the provisions of Arbitration & Conciliation Act, 1996, shall accordingly apply. The venue for such Arbitration shall be New Delhi. The language of the Arbitration shall be English.

9. Governing Law: The provisions of this Agreement shall be governed by the laws of India and the competent court at Delhi shall have exclusive jurisdiction in relation thereto even though other Courts in India may also have similar jurisdictions.

10. Indemnity: The Vendor shall defend, indemnify and hold harmless Punjab & Sind Bank, its affiliates, subsidiaries, successors, assigns, and their respective officers, directors and employees, at all times, from and against any and all claims, demands, damages, assertions of liability whether civil, criminal, tortuous or of any nature whatsoever, arising out of or pertaining to or resulting from any breach of representations and warranties made by the Vendor. and/or breach of any provisions of this Agreement, including but not limited to any claim from third party pursuant to any act or omission of the Vendor, in the course of discharge of its obligations under this Agreement.

11. General: The Vendor shall not reverse - engineer, decompile, disassemble or otherwise interfere with any software disclosed hereunder. All Confidential Information is provided “as is”. In no event shall the Punjab & Sind Bank be liable for the inaccuracy or incompleteness of the Confidential Information. None of the Confidential Information disclosed by Punjab & Sind Bank constitutes any representation, warranty, assurance, guarantee or inducement with respect to the fitness of such Confidential Information for any particular purpose.

Punjab & Sind Bank discloses the Confidential Information without any representation or warranty, whether express, implied or otherwise, on truthfulness, accuracy, completeness, lawfulness, merchantability, fitness for a particular purpose, title, non-infringement, or anything else.

12. Waiver: A waiver (whether express or implied) by Punjab & Sind Bank of any of the provisions of this Agreement, or of any breach or default by the Vendor in performing any of the provisions hereof, shall not constitute a continuing waiver and such waiver shall not prevent Punjab & Sind Bank from subsequently enforcing any of the subsequent breach or default by the Vendor under any of the provisions of this Agreement. In witness whereof, the Parties hereto have executed these presents the day, month and year first herein above written.

For and on behalf of ------Ltd. For and on behalf of Punjab & Sind Bank (Designation) (Designation)

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ANNEXURE - 20

Pre-bid query format (to be submitted in MS- excel format)

The Deputy General Manager - IT Punjab & Sind Bank, HO IT Department, Institutional Area, Plot No. 151, Sector 44, Gurugram

Dear Sir,

Sub: “RFP for End-To-End White Labelled Payment Gateway Solution” for Merchant Acquiring Business for facilitating payments over internet on “REVENUE SHARING BASIS”

Ref.: Your RFP No.______dated ______

Sr. Page Clause Number RFP clause Bidders no No. remark

Signature of Authorized Signatory with Seal of Company Date: Name of Signatory: Place: Designation: Email ID: Mobile No: Telephone No.:

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