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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

IDBI LIMITED

REQUEST FOR PROPOSAL (RFP) For ATM Managed Services

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

TABLE OF CONTENTS.

Sr No Contents Page Number

1 Document Control Sheet 4 2 Disclaimer 5 3 Section - I - Request for Proposal 6 4 Section – II - Eligibility Criteria for the Bidder 13 5 Section- III - Scope of Work 14 6 Section – IV - Instructions to the Bidder 30 7 Section –V - Terms and Conditions 37 8 Annexure- 1 Offer Covering Letter 61 9 Annexure- 2 Functional Specifications 63 10 Annexure- 3 Technical Specifications 78 11 Annexure- 4 Indicative Commercial Bid 81 12 Annexure- 5 Eligibility Criteria & Details of Bidder 82 13 Annexure- 6 Bank Details 85 14 Annexure- 7 Experience in Providing Reconciliation 86 Software 15 Annexure- 8 Details of Support Centers 87 16 Annexure- 9 Format for Raising Pre-Bid Clarifications 88 17 Annexure- 10 Power Of Attorney 89 18 Annexure- 11 Undertaking 91 19 Annexure- 12 Agreement/Contract 93 20 Annexure- 13 Deed of Indemnity 96 21 Annexure- 14 Non-Disclosure Agreement 99 22 Annexure- 15 Format for Unconditional Acceptance of 104 Terms & Conditions of the RFP 23 Annexure- 16 Performance Security 105 24 Annexure- 17 Certificate regarding Change in Ownership 109 25 Annexure- 18 Checklist to be given by the bidder at the time 110 of technical bid

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

Document Control Sheet Name of the Company IDBI Bank Ltd.

Bid Ref No IDBI Bank/ CPU -TN -DC -04 / Dec ember 201 4

Date of commencement of issue [02-12-2014] of tender document

Cost of the BID Document Rs 10,000 ( Ten Thousand only) (non-refundable) EMD (Earnest Money Deposit) Rs 10 (Rupees Ten Lakhs only) Amount [1500] Hrs on [10-12-2014]

Last date for submission of Pre- Queries should be forwarded strictly in the bid queries format given in Annexure 9 of this RFP to Shri Ravi Aswani ( [email protected] ) and Shri Prashant Rao ( [email protected] ) [1100 ] Hrs on [ 15-12 -2014 ] Date of Pre-bid meeting with Bidders Last Date and Time for Receipt [1500] Hrs on [23-12-2014] / Submission of Bids Date and Time of opening of [1600] Hrs on [23-12-2014] Technical Bids. (Eligibility and technical bid evaluation will be done at a later date.) Date and time of opening of After Evaluation of Technical Bids and short listing of indicative Price /Indicative bidders, Date, Time and Venue for opening of indicative Commercial Bid commercial bids would be conveyed to eligible bidders. Schedule of Conducting of Date will be intimated via email aft er opening of Online Reverse Auction Commercial Bid. (ORA is at discretion of Bank). IDBI Bank Central Processing Unit, 6 th Floor Place of Opening of bids /pre- Plot No 90, Road No 7, Street No 15 bid meeting MIDC, Andheri East Mumbai – 400093 Address for Communication The Asst General Manager, IDBI Bank Card Division, 5th Floor, Central Processing Unit Plot No 90, Road No 7, Street No 15 MIDC, Andheri East Mumbai – 400093 Email - [email protected] or [email protected]

Note: 1. This tender document is the property of IDBI Bank Ltd. & is not transferable. 2. If a holiday is declared on the dates mentioned above, the bids shall be received /opened on the next working day at the same time specified above. 3. This tender document has [111] pages.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

Disclaimer The information contained in this Request for Proposal (“RFP”) document or information provided subsequently to Bidders or applicants whether verbally or in documentary form by or on behalf of IDBI Bank Limited. (“IDBI Bank” or "Bank"), is provided to the Bidder(s) on the terms and conditions set out in this RFP document and all other terms and conditions subject to which such information is provided. This RFP document is not an agreement and is neither an offer. This RFP is to invite proposals from applicants who are qualified to submit the bids (hereinafter individually and collectively referred to as “Bidder” or “Bidders” respectively). The purpose of this RFP is to provide the Bidders with information and to assist the formulation of their proposals (Bids). This RFP does not claim to contain all the information each Bidder may require. Each Bidder should, at own costs without any right to claim reimbursement, conduct its own independent investigations and analysis and is free to check the accuracy, reliability and completeness of the information in this RFP. IDBI Bank makes no representation or warranty and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or completeness of this RFP. The information contained in the RFP document is selective and is subject to updating, expansion, revision and amendment. IDBI Bank does not undertake to provide any Bidder with to any additional information or to update the information in the RFP document or to correct any inaccuracies therein, which may become apparent. IDBI Bank reserves the rights of discretion to change, modify, add to or alter any or all of the provisions of this RFP and/or the bidding process, without assigning any reasons whatsoever. Such change will be published on the Bank's website. Any information contained in this RFP will be superseded by any later written information on the same subject made available by IDBI Bank at its website. Information provided in this RFP is on a wide range of matters, some of which may depend upon interpretation of law. The information given is not intended to be an exhaustive account of statutory requirements and should not be regarded as a complete or authoritative statement of law. IDBI Bank does not own any responsibility for the accuracy or otherwise for any interpretation or opinion on law expressed herein. Further, IDBI Bank also does not accept 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. IDBI Bank in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the information in this RFP. IDBI Bank reserves the right to reject any or all the expression of interest / proposals received in response to this RFP document at any stage without assigning any reason whatsoever. The decision of IDBI Bank shall be final, conclusive and binding on all the Bidders/parties directly or indirectly connected with the bidding process.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

SECTION - I

Request for Proposal 1.1 Background 1.1.1 IDBI Bank Limited (“IDBI Bank/Bank”) is a company incorporated and registered under Companies Act, 1956 (1 of 1956) and a banking company under section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949). IDBI Bank is also a Scheduled Bank as notified by the Reserve Bank of under the Reserve Act, 1934. and has been categorized under a new sub group "other public sector bank". As on date, IDBI Bank is engaged in providing finance to industries and banking business. 1.1.2 IDBI Bank, has card base of approximately 68 Lacs debit cards and has a daily volume of approximately 5,50,000 ATM and POS () transactions in a day. IDBI Bank produces approximately 10000 debit cards in a day. IDBI Bank has deployed 2710 ATMs, 15252 POS devices at merchant locations and various networks like VISA, MasterCard, NPCI Net, Rupay, Bancs, Amex etc. through which approximately 5,50,000 financial and non-financial transactions are processed on a normal day. IDBI Bank intends to avail services of a Bidder of repute having proven expertise and competence in the field of providing a solution for reconciliation of Transactions and ATMs. 1.1.3 IDBI Bank therefore, invites Request for Proposal (“RFP”) for providing a software solution offering END TO END Reconciliation Solution for Debit Card Transactions and ATMs at Bank’s primary and DR (Disaster Recovery) site, from Bidders having proven past experience and competence in the field of providing transaction reconciliation solutions in various at different locations PAN India, as mentioned in the scope of services. The RFP document may be downloaded from the Bank’s official website www.idbi.com. The cost of the RFP document is Rs.10000/- (Rupees Ten Thousand Only) and Bidder is required to submit the same in the form of Demand Draft / Pay Order in favour of IDBI Bank Limited, payable at Mumbai at the time of submission of the technical bid, failing which the bid of the concerned Bidder will be rejected. The cost of this RFP is non-refundable. For avoidance of doubts it is clarified that the amount so paid towards the cost of RFP is not earnest money / security deposit and shall not be adjusted against any amounts paid/ payable by the Bidder. 1.1.4 All costs and expenses (whether in terms of time or money) incurred by the Bidder in any way associated with the preparation and submission of responses, including but not limited to attendance at meetings, discussions, demonstrations, etc. and providing any additional information required by Bank, will be borne entirely and exclusively by the Bidder. IDBI Bank shall in no case be held responsible or liable for such costs, regardless of the conduct or outcome of the biding process including but not limited to cancellation / abandonment / annulment of the bidding process. 1.1.5 The RFP document is intended solely for the information of the party to whom it is issued (“ Recipient ”). Each Recipient may notify the Bank of any error, fault, omission, or discrepancy found in this RFP document as pre-bid query on or before the last date of submission of pre-bid query. A Recipient will, by responding to this RFP document, be deemed to have accepted the terms as stated in this RFP. 1.1.6 The RFP cannot be sold and / or transferred / assigned. If the same is done, Bid shall liable to be summarily rejected by IDBI Bank. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder. 1.1.7 The Bidder is expected to examine all instructions, forms, terms and specifications contained in the RFP. Bid shall be deemed to have been made by the Bidder after careful study and examination of this RFP with full understanding of its implications. Each Bidder should, at its own costs without any right to claim

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs reimbursement, conduct its own investigations, analysis and should check the accuracy, reliability and completeness of the information in this RFP and wherever felt necessary obtain independent advice. The Bid should be precise, complete and in the prescribed format, as per the requirement of this RFP. Failure to furnish all information required by this RFP or non-submission of a Bid in accordance with this RFP in each and every respect will be at the Bidder’s risk and may result in rejection of the Bid for which IDBI Bank shall not be held liable or responsible. Any decision taken by IDBI Bank as to completeness of the Bid or rejection of any / all Bid(s) shall be final, conclusive and binding upon the Bidder(s) and shall not be question / challenged by the Bidder(s). 1.1.8 The RFP document is intended solely for the information of the party to whom it is issued. Each recipient of the RFP (prospective Bidder) may notify the Bank of any error, fault, omission, or discrepancy found in this RFP document as pre-bid query on or before the last date of submission of pre-bid query. 1.1.9 A prospective Bidder requiring any clarification in relation to this RFP may in writing or by way of an E-mail contact the following personnel. The address for communication is mentioned in the Document Control Sheet.

Name of the Contact Particulars Contact Number officer

Shri Ravi Aswani Email: [email protected] 022-66700528

Shri Prashant Rao Email: [email protected] 022-66700529

IDBI Bank may respond to such clarifications by E-mail/Letter/Fax which it receives not later than [1500] hrs on [10-12-2014]. IDBI Bank shall not be responsible or liable for any delay in above communication caused due to any reason whatsoever. Further, IDBI Bank may hold a pre-bid meeting on any request or queries for clarification of this RFP, from the prospective Bidder, which it receives not later than [1500] hrs on [10-12-2014].

1.1.10 IDBI Bank reserves the sole right to amend / modify the RFP and/or to include any addendum to this RFP. The Bidder shall not claim as a right for requiring IDBI Bank to do the aforesaid. At any time before the deadline for submission of Bids, IDBI Bank may, for any reason whatsoever, whether at its own initiative or in response to a clarification requested by prospective Bidder, modify this RFP and all such modifications shall be binding on them. The amendments/addendum made to this RFP shall be brought to the notice of / made accessible to all prospective Bidders and all such amendments shall be binding on them. If required, in order to allow prospective Bidders reasonable time, to take into account the amendment/addendum in preparing their Bids, IDBI Bank at its sole discretion reserves the right (but shall not be bound) to extend the deadline for the submission of Bids. However, no request from the Bidder, shall be binding on IDBI Bank for the same. The decision of IDBI Bank shall be final, conclusive and binding on all the Bidder(s) and shall not be questioned / challenged by the Bidder(s). 1.1.11 Notwithstanding the above, IDBI Bank in its sole discretion, may amend /modify the RFP after the deadline for submission of Bids and in such an event IDBI Bank shall extend the deadline so fixed for submission of Bids. 1.1.12 Tender offers will be opened in the presence of the Bidders’ representatives who choose to attend the opening of tenders on the above specified date, time and venue.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs Technical Specifications, Terms and Conditions and various formats and pro-forma for submitting the tender offer are described in this RFP document. 1.1.13 The RFP document is not recommendation, offer or invitation to enter into a contract, agreement or any other arrangement, in respect of the services. The provision of the services is subject to observance of selection process and appropriate documentation being agreed between the IDBI Bank and successful Bidders as identified by the IDBI Bank, after completion of the selection process as detailed in this RFP document. 1.1.14 Decision as to any arithmetical error, manifest or otherwise in the response to Bid Document shall be decided at the sole discretion of IDBI Bank and shall be binding on the Bidder. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder. 1.1.15 In case of reduction of prices due to technological obsolescence / change of product model, the Bidder should pass on the price benefit to IDBI. Similarly, in case of any increase in prices the Bidder has to continue to absorb the same and not charge any additional amount other than the one arrived in the RFP. 1.1.16 The Prices must be indicated in Indian Rupees only. The price quoted by the bidder will be an all-inclusive price i.e. it shall include all taxes, levies, duties, insurance, transportation, freight, royalties, Installation and commissioning charges, if any, etc excluding service tax and Octroi. 1.1.17 In case there is any difference in rate quoted given in words and figures, the rate written in words shall be considered final & binding. 1.1.18 No extra cost shall be payable by IDBI Bank for integration with all relevant applications/systems for reconciliation. 1.1.19 Prices payable to the Bidder as stated in the Contract shall be firm and not subject to adjustment during performance of the Contract, irrespective of reasons whatsoever, including exchange rate fluctuations, changes in taxes, duties, levies, charges, etc

1.2 Bid Currency Bids are to be quoted in Indian Rupees only.

1.3 Bid Price Prices quoted by the Bidder shall be fixed during the Contract Period of 3years. The per-transaction Bid price (indicative) should be quoted by the bidder as per format given in Annexure 4 of the RFP. The indicative Price Bids of eligible and technically responsive shortlisted bidders would be opened. The date and time of opening of Price Bids (Indicative) will be communicated to such shortlisted Bidders. The price quoted by the Bidder will be an all-inclusive price and should be inclusive of applicable taxes, duties, levies, insurance, charges, Road Entry Tax, transportation, freight, royalties, installation and commissioning charges etc., but exclusive of Service Tax payable to Government Authorities and Octroi.. The price quoted shall not be subject to variation on any account, including exchange rate fluctuations, changes in taxes, duties, levies, charges etc. The Service tax as applicable from time to time on the fees payable will be borne / paid by the IDBI Bank. In case of any new tax on the fees payable for services rendered by the bidder being introduced subsequently, the same will be borne by the IDBI Bank. The Bank will pay for actual number of financial transactions (on us / issuer/ acquirer / POS/ e-commerce) recorded at the level for a day. The payment will be made on monthly basis for a particular month. The payment by IDBI Bank to the Bidder will be made as per the payment terms specified in section 5.31 of the RFP. No charges other than the cost arrived as L1 price excluding service tax will be payable to the Bidder. L1 price will be the lowest offer price arrived at after the Online Reverse Auction.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs Prices that are not quoted as above will be summarily rejected. A bid submitted with an adjustable price quotation will be treated as non-responsive and will be rejected forthwith. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on Bidders. Prices quoted must be firm and final and shall not be subject to any re-openers or upward modifications, on any account whatsoever including exchange rate fluctuations, revision in taxes, duties, levies, charges etc. The Bid Prices shall be indicated in Indian Rupees (INR) only. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidder.

1.4 Bid Security (Earnest Money Deposit [EMD] )

1.4.1 The Bidder shall furnish, as part of its Bid, a bid security (EMD) as mentioned in document control sheet by way of demand draft or pay order in favour of ‘IDBI Bank Limited’ payable at Mumbai. The EMD shall be furnished in Indian National [INR] only. Any Bid not secured by EMD as mentioned above, shall be summarily rejected forthwith by IDBI Bank, without any further correspondence, as non- responsive. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder. 1.4.2 The EMD will not bear any interest and this amount shall be forfeited in the event of any evasion, avoidance, refusal or delay on the part of the Bidder to sign and execute the Contract/ agreements or any other document, as may be required by Bank in case the Bid is accepted by the Bidder. 1.4.3 The EMD of the Successful Bidder(s) will be returned within 90 days from date of signing of the Contract and submission of performance guarantee and other guarantee(s)/security in the form and manner satisfactory to IDBI Bank, within the stipulated time. It is clarified that no interest shall be payable by IDBI Bank on the EMD. 1.4.4 The EMD of the Unsuccessful Bidders’ will be returned to the Unsuccessful Bidder through NEFT/RTGS or any other mode as may be decided by IDBI Bank as promptly as possible but not later than 90 days after the expiration of the Bid Validity Period prescribed by IDBI Bank. No interest will be payable on EMD. 1.4.5 The EMD will be forfeited: a) If the Bidder withdraws its Bid during the Bid Validity Period; or 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; or c) In the case of the Successful Bidder, if the Successful Bidder evades / avoids / refuses / delays / fails: i. To sign the Contract in the form and manner to the satisfaction of IDBI Bank.; or ii. To furnish performance security in the form and manner to the satisfaction of IDBI Bank. Notwithstanding anything contained in the RFP, any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidders and shall not be questioned / challenged by the Bidders 1.4.6 The Bidders shall submit their bids strictly in accordance with the terms and conditions of this RFP document. Any Bidder, who stipulates conditions contrary to the conditions given in this RFP document, is liable for rejection forthwith. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidders. 1.5 Any decision as to compliance of the terms and conditions of this RFP document and on rejection of any tender document or any part thereof shall be at the sole

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs discretion of IDBI Bank Ltd. and shall be final, conclusive and binding on the tender /supplier/Bidder. 1.6 IDBI Bank reserves the right to adjust arithmetical or other errors in the bid, in the manner in which IDBI Bank considers appropriate or deem fit. Any adjustments so made by IDBI Bank shall be stated to the Bidder, if IDBI Bank makes an offer to accept his bid. The final decision as to any error manifest or otherwise shall be at the sole discretion of IDBI Bank and be final, conclusive and binding on the Bidder. 1.7 Period of Validity of Bids a) Bids should be valid for 180 (One hundred and eighty) days from the last date of submission ( Bid Validity Period) A bid valid for a shorter period may be rejected by Bank as non-responsive, without any correspondence. Any decision in this regard by Bank shall be final, conclusive and binding on the Bidder. b) In exceptional circumstances, Bank may solicit the Bidders' consent to an extension of the period of validity. The request and the responses thereto shall be made in writing. The refusal of the request for extension of the period of validity shall not forfeit or affect the validity of the Bid Security. A Bidder granting the request will not be permitted to modify its bid. Extension of Bid Validity Period by the Bidder should be unconditional and irrevocable. The Bid Security provided shall also be suitably extended by the Bidder c) Any bid received by IDBI Bank after the last date for receipt of bids prescribed by IDBI Bank, will be rejected and/or returned unopened to the Bidder. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidder(s). d) The Bidder should also submit a copy of this RFP along with Corrigendum, if any, duly signed and stamped by its authorized signatory as acceptance of all terms and conditions including scope of work etc. mentioned in the RFP. The letter of authorization/ board resolution (certified true copy) shall accompany the Bid. The person or persons signing the Bid shall put his/her initial on all the pages of the Bid. The Corrigendum, if any, will be published only on the Bank’s website. e) There may be a pre bid meeting with the Bidders on the stipulated date and time to address any queries in connection with the RFP document. It is essential that all clarifications/queries be submitted to IDBI Bank before the date specified on document control sheet and in the format given as per Annexure 9 f) A Bidder may modify or withdraw its Bid after its submission, provided that written notice of the modification or withdrawal is received by IDBI Bank prior to the closing date and time prescribed for submission of Bids. No Bid can be modified or withdrawn by the Bidder, subsequent to the closing date and time for submission of the Bid. The Bidder’s modification or withdrawal notice shall be prepared, sealed, marked and delivered in accordance with the procedure set-out for submission of Bids and shall be placed in an envelope marked as “MODIFICATION” or “WITHDRAWAL” as appropriate. A duly signed withdrawal notice may also be sent by fax or post so as to reach the designated office before the expiration of deadline for submission of Bids. g) No Bid may be withdrawn in the interval between the deadline for submission of Bids and the expiry of Bid Validity Period. Withdrawal of a Bid during this interval may result in the Bidder’s forfeiture of its EMD. h) The Bidders shall submit their Bids strictly in accordance with the terms and conditions of this RFP document. Any Bidder, who stipulates conditions contrary to the conditions given in this RFP document, is liable for rejection forthwith. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidders. i) The Commercial Bids of Bidders will not be opened for bidders who are technically disqualified and will not be taken up for further process and no discussions/interface will be granted to such Bidders.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs j) IDBI Bank will scrutinize the Bids to determine completeness, accurateness and whether items are quoted as per the schedule etc. IDBI Bank may, at its discretion, waive any minor non-conformity or any minor irregularity in the Bid. This shall be final, conclusive and binding on all Bidders and IDBI Bank reserves the right for such waivers. k) The Bid prepared by the Bidder, as well as all correspondence and documents relating to the Bid exchanged by the Bidder and IDBI Bank and supporting documents and printed literature shall be in English. l) Technical details must be completely filled up. The Bid form and the documents attached to it shall not be detached or removed one from the other and no alteration(s) or mutilation(s) (other than filling in all the blank spaces) shall be made in any of the Bid documents attached thereto. However, alterations or changes to the entries in the attached documents shall be made by a separate covering letter, in the absence of which it shall be rejected forthwith. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidder. m) IDBI Bank will not entertain any enquiries from the Bidders post Bid opening on the status of the Bid, nor allow any price reductions during the course of technical or commercial evaluation, till the selected Bidder is notified. No Bidder shall contact IDBI Bank on any matter relating to its Bid, from the time of offer opening to the time the Contract is awarded. Any effort by a Bidder to influence IDBI Bank in its decision on Bid evaluation, comparison or Contract award decisions may result in the rejection of the Bidder’s Bid forthwith. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder. n) The Bank reserves the right to accept or reject any Bid/offer received in part or in full, and to cancel the Bidding process and reject all Bids at any time prior to award of Contract, 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 the Bank’s action. IDBI Bank shall not be bound to give any reasons or explain the rationale for its actions/decisions to annul or abandon or cancel the bid process. IDBI Bank further reserves the right to re-issue/re-commence the Bid or circulate new RFP altogether on the subject matter or any activity or part thereof concerning thereto.

1.8 Format and Signing of Bid a) The Bidder shall submit Only One Original set of the bid. b) The original bid shall be typed or written legibly. The original shall be signed by the Bidder or a person or persons duly authorized to bind the Bidder to the Contract. c) The bid shall contain no interlineations, erasures or overwriting except as necessary to correct errors made by the Bidder, in which case such corrections shall be initialed by the authorised person or persons signing the bid. d) The bid should be a complete document and should be bound as a volume . The document should be printed on one side only with page numbers and appropriately flagged and contain the list of contents with page numbers. The deficiency in documentation may result in the rejection of the Bid. Any decision in this regard by Bank shall be final, conclusive and binding on the Bidder.

e) Each page should be stamped and initialed by authorized signatory. f) The Bidders shall seal and mark the Bid accordingly.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs g) If the outer cover of the bid is not sealed and marked appropriately, IDBI Bank will assume no responsibility for the bid's misplacement or premature opening.

1.9 Bidder Qualification

a) The "Bidder" as used in the Bid Documents shall mean the one who has signed the Bid Form. The Bidder may be either the Principal Officer or his duly Authorized Representative, in which case he/she shall submit a certificate of authority. All certificates and documents (including any clarifications sought and any subsequent correspondences) received hereby, shall, as far as possible, be furnished and signed by the Authorized Representative and the Principal Officer. b) It is further clarified that the individual signing the Bid or other documents in connection with the bid must certify whether he/she signs as Constituted Attorney of the firm / company. c) The Bidder shall sign the bid with the exact name of the firm to whom the contract is to be issued. The bid shall be duly signed and sealed by an authorised officer of the Bidder’s organization. Each bid shall be signed by a duly authorized officer. d) The Bidder shall clearly indicate their legal constitution and the person signing the bid shall state his capacity and also source of his ability to bind the bidder. e) The power or authorization, or any other document consisting of adequate proof of the ability of the signatory to bind the Bidder shall be annexed to the bid. IDBI Bank may reject outright any bid not supported by adequate proof of the signatory’s authority.

1.10 Late Bids

Any bid received by Bank after the last date and time (as referred in the Document Control Sheet) for receipt of bids prescribed by IDBI Bank, will be rejected. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidder.

1.11 Signing of Contract

a) After Bank notifies the successful Bidder that its bid has been accepted; IDBI Bank will issue a letter of intent to the selected bidder. After receiving the same the selected bidder would send acceptance in writing within one week from the date of the receipt b) The Successful Bidder should sign the Agreement / Contract Form at Mumbai (as given in Annexure 12) within 15 days of receipt of notification of award of contract.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

SECTION - II

Eligibility Criteria for the Bidder

The qualification for selecting a bidder will primarily depend upon the level of expertise and experience, capacity and capability of the Bidder.

2.1 The Bidder submitting the offer should be a registered company in India. 2.2 The Bidder should be in the business of implementing or providing outsourcing services for ATM Cash Balancing and ATM, POS, Networks and E-commerce transaction reconciliation for a minimum period of three years as on the bid submission date. 2.3 Bidder should have Transaction Reconciliation software or OEM license and is providing reconciliation services in at least two scheduled commercial Bank in India (including one PSU Bank in India) for at least one year and having a transaction volume of 3 lac transactions per day. 2.4 The Bidder should have a minimum turnover of Rs.20 crores for each of the previous 3 financial years as per the audited financial statement. i.e. FY 2011-2012, FY 2012- 2013 and FY 2013-2014. Copies of the last three financial year's audited balance sheets along with other details as per the form prescribed in Annexure-5 should be submitted along with the offer. 2.5 The Bidder shall have positive net worth and in profit for the last 2 financial years viz., 2012-13, and 2013-14. 2.6 The bidder should not have been put in the negative list or be blacklisted by any Government Department / PSU / PSE or Bank for breach of any law or violation of regulatory prescriptions or breach of agreement. The Bidder has to submit self certification on its letterhead. 2.7 The applicant bidder should have all necessary licenses, permissions, consents, no objections, approvals as required under the law for carrying out its business. 2.8 The bidder must comply with government’s rules and regulations like minimum wages Act, Provident fund and ESIC facility standard. (Proof of compliance and labour license needs to be submitted along with the quotation) 2.9 The Bidder is required to submit the supporting documents as mentioned in Annexure 5 for satisfying the eligibility criteria as mentioned in this RFP. 2.10 The Bidder must comply with all above-mentioned criteria. Bidders who meet these criteria would only qualify for the second stage of evaluation. Non-compliance of any of the criteria will entail rejection of the bid summarily. Photocopies of relevant documents / certificates should be submitted as proof in support of the claims made. IDBI Bank reserves the right to verify /evaluate the claims made by the Bidder independently. Any decision of IDBI Bank in this regard shall be final, conclusive and binding upon the Bidder. 2.11 Bidder should comply with all applicable Union, State and local laws, ordinance, regulations in performing its obligations including the procurement of licenses, permissions, certificates, etc. payment of taxes, if required. Bidder has to submit self- certification on its letterhead. 2.12 The Bidder should have trained /experienced personnel and manpower to carry out this activity.

Note: All documentary evidences/certificates confirming compliance criteria should be part of Technical bid

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

SECTION – III

Scope of Work

3.0.1 Background: IDBI Bank has connectivity with various financial networks like NPCI Net, VISA, MasterCard, BANCS, , Amex and other Bilateral Consortium Networks etc. through which IDBI issuer and acquirer transactions are processed.

3.0.2 Brief Technical Scope of the Project : 1. The project is to be executed on an OPEX Model; where in the required application reconciliation software and the manpower for doing the reconciliation services is supplied by the bidder and sized to meet the current and projected requirement. 2. In case the software is not owned by the bidder, the bidder needs to have back to back arrangement with OEM for implementation, maintenance and customization of the Transaction Reconciliation Software without any cost to IDBI Bank. The bidder also needs to provide letter from OEM confirming that the software implementation, maintenance, necessary customization will be carried out specifically for IDBI Bank for the entire contract period. The copy of the ATS agreement between the bidder and the OEM should also be given to IDBI Bank. The ATS agreement must be valid for the entire contract period 6 months. 3. The Hardware, database, OS and security patches will be provided by IDBI Bank. Any other third party tools / applications required to run the application will have to be provided by the bidder. 4. The bidder shall upgrade the systems and software application from time to time in order to ensure the Service Levels are met. 5. The bidder shall deploy adequate number of skilled & experienced manpower to carry out reconciliation of ATM/Debit Card transactions and ATM Balancing considering fallback / disaster arrangements. 6. The space for hosting the solution and for carrying out the operations such as telephone and PC Workstations will be provided by IDBI Bank at any of the IDBI Banks premise in Mumbai or from any other location decided by the Bank from time to time. 7. BCP & DR: The necessary hardware, database, OS and security patches will be provided by IDBI Bank and the Bidder shall do the like-to-like setup of the Hardware, System Software, application Software, OS and Database with Real Time Data Replication at the Disaster Recovery Site of the Bank or any other space provided by IDBI Bank as a part of BCP, so that the reconciliation solution can easily be commenced from the alternate location when the BCP is invoked. 8. The required connectivity between Data Center (DC) & Disaster Recovery (DR) Site shall be provided by IDBI Bank. 9. The application software to be web enabled and RDBMS based. 10. The bidder should either own the software or hold license, with the right to customize the solution if required during the tenure of the contract. No additional cost for any form of customization to meet the scope will be paid by IDBI Bank. 11. The software should be efficient enough to upload and process minimum of 5 lacs transactions per day with facility to upload partial data and give the pending status branch wise/ number of records wise etc. 12. It should also be scalable for taking higher transaction volume in the future. 13. The RDBMS and the proposed software solution should be able to continue uninterrupted in case of a failure of any system component including disk failure, disk controller failure, node failure etc. 14. The bidder to ensure security and confidentiality of the data or information obtained from IDBI Bank.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 15. The data so received by the bidder shall be used for the sole purpose of reconciliation and thereafter the same shall be the property of IDBI Bank and same shall be in the custody of IDBI Bank. 16. The bidder to generate MIS reports in softcopy as well as printed hardcopy, the formats and the frequency of submission of MIS shall be decided by IDBI Bank. Any other details which may be required by IDBI Bank shall also be provided by the successful bidder in the desired format. 17. It will be binding upon the bidder to install the solution and integrate it with related systems. In case of problem, the same has to be settled by the bidder with the concerned vendors. 18. The bidder should provide all interfaces required with CBS, ATM Switch, DCMS, Web services, other packages provided by the networks, Tracker of the bidder and any other systems. 19. The turnaround time for reconciliation of any transaction shall be T+1 day. The bidder will be required to follow-up with branch, Bank’s ATM Managed Service Provider and Ministry of Finance Service Providers for obtaining data- files/settlement files/CBR/EJ/JP or any other information required for reconciliation of ATM, claim settlement and Network Reconciliation of Transaction. The bidder will be required to handle queries from branches on the reconciled and pending entries etc. 20. The bidder will handle the reconciliation of other payment systems handled through the ATM switch such as mobile recharge, Online Payment Gateway, or any other enhancement and new services from time to time during the contract period etc. 21. The bidder must have the provision to customize the solution if required during the tenure of the contract. 22. The successful Bidder has to impart necessary basic training to the employees of the bank to handle the system in case of need. 23. The successful Bidder has to provide the necessary resources available to manage the application as per the policy of the Bank.

3.0.3 Reconciliation Process 4-way reconciliation is to be done for ONUS and Acquirer transactions; 3-way reconciliation is to be done for Issuer – ATM and POS transactions. ATM cash balancing is to be done along with management / dispute resolution for all transactions, preparation of settlement vouchers, generation of uploadable files and exception reporting. The Application should have the provision to handle incoming Settlement & other files for debit cards from Schemes (Visa/ Master card / Rupay), Cashnet, NFS consortium and bilateral consortiums, Bancs, Amex etc. File formats differ for schemes and consortiums. System should have the provision to define parameters by users, report violations and exceptions handling by user intervention. System should be capable of reconciling incoming and outgoing files with regard to VISA/MasterCard/Rupay etc.

3.0.4 Record Management 1. Obtaining and preserving Electronic Journal (EJ) Log: Bidder will obtain the EJ from the internal site of IDBI Bank for the purpose of reconciliation and resolution of dispute. 2. Maintenance of records related to disputes –as mandated by respective network guidelines should be maintained by the bidder. 3. Handling of Banking Ombudsman / Legal authorities – documentary evidence is to be provided by the bidder as per their requirements. 4. Daily cash summary and cash balance report – these reports should tally with individual ATM cash balances: Reports of various ATM vendors should be matched with the ATM wise cash balances including reconciliation of suspect / failed transactions.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

3.0.5 Management Information System : The bidder is supposed to provide all the reports as per the requirements of the operations team, business team, regulatory authorities and any other report required time to time from Bank/RBI / Network guidelines or other governing bodies at no additional cost. The MIS shall form the basis of dispute management, transaction level reconciliation, ATM Balancing reports, Chargeback Management, Charges and Fees paid / collected, settlement, exception reporting and monitoring of receivable and payable accounts. The details are given in the later part of the document.

3.0.6 Right of Information Act: The bidder is expected to provide the information necessary pertaining to the transaction so that the Information can be submitted to the applicant of RTI.

3.0.7 Transaction Process Reconciliation process should identify various types of failed and reversed transactions so as to facilitate credit to customer accounts as well as release of credit adjustment through various networks. The uploadable file has to be provided by the bidder as per IDBI Bank provided format. Recovery of claims paid by the Bank vis-à-vis the actual amount to be re-loaded in ATM and/or recovered from the service provider, including entry wise details/ MIS there of: Banks requirement is summary report of claim settled by the Bank as per frequency determined by the Bank which should be matched with the claims raised through the system of NPCI/VISA/Master etc and also amount recoverable from the various bidder towards ATM cash differences and dispute settlement. The report should be submitted covering any mismatch in the above.

3.0.8 Future Requirement Future utilities which may be made live in ATMs and debit card - vendor has to give the Bank roadmap for implementing such future requirements of the bank. In case of any other specific requirement from bank as per the guidance and under the legal framework of RBI/NPCI/Finance Ministry, bidder must able to include such addition, amendment in the system. The bidder must be capable to modify and incorporate changes in procedures and policies, accounting and settlements in line with Bank/VISA/Mastercard/NPCI/ etc. requirements. No additional cost for any form of customization to meet the present scope and future requirement will be paid by the Bank.

The broad scope of work/services to be provided by bidder is as detailed below:-

3.1 ATM Transactions Reconciliation – ONUS and Acquirer

3.1.1. The system should be capable of performing 4 way reconciliation (i.e. Switch, CBS, EJ, and CBR) for ATM Transactions (ONUS and Acquirer Transactions- credit leg) and 3 way reconciliation (i.e. Switch, CBS, and Network Switch) for Acquirer transactions- debit leg. 3.1.2. Bank will receive Electronic Journal (EJ) from ATM MSP, raw files of Transactions from Switch, CBS/Bank’s SFTP server on daily basis which are required to be reconciled by the recon solution. There has to be an Interface to collect the SWITCH data through secure FTP and upload and to identify mismatches and duplicate transactions. 3.1.3. Bank will receive settlement files, Charge Back Claims file and Raw Data Files received from NPCI Net, National Financial Switch (NFS), DFS, Master, Visa, CashNet, Bancs, Bilateral consortium networks etc. In case the Bank decides to join

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs any other payment network in the future, the bidder should make necessary modifications/enhancements in the software to enable the reconciliation of the transactions. 3.1.4. System should have an In-built reconciliation rule table to reconcile transactions based on various parameters. The unmatched entries upon completion of the four way reconciliation to force matched based on the parameters set by the Bank. 3.1.5. Generation of Reports like entries un-reconciled per ATM and ATM Network wise. System should generate exception reports like: 1 Switch Outstanding 2 Core Outstanding 3 Tie-up Banks Outstanding 4 VISA/Master/NFS/ATM Outstanding. 3.1.6. Generation of uploadable files as per CBS format to post exception entries to CBS as per Bank’s Accounting System. 3.1.7. Check for duplicate processing of a single claim and also should be available to stop processing the same file more than once. 3.1.8. For other Bank debit card transactions on our ATMs (Acquired), uploading of the chargeback received in the system and generation of the report for the same citing the status in the ATM and EJ. Generation of Accounting Entries for failed transactions for which chargeback is received, upload files in DMS and management of the chargeback received for various network, such as NFS, Visa, Master, Bancs, Cashnet, Bilateral consortium networks etc. and MIS for the same. 3.1.9. In case of acquiring transaction on Bank ATM, if the claim is payable from overage/excess amount for ATM, the overage has to be reduced by the amount for which the claim was settled, and the reconciliation report for balance overage should reflect the same. 3.1.10. Reconciliation of acquiring Mobile Recharge Transactions through ATM. Generation of exception reports, and preparation of settlement vouchers. Generation of uploadable files for reversals, debit adjustments and credit adjustments. 3.1.11. The reconciliation of the Bank’s suspense account for the overages should include the reduction of the amounts for the disputes settled cases and addition of fresh excess / overages on a day to day basis. 3.1.12. Check for duplicate posting for single claim. 3.1.13. Uploading of reconciled and unreconciled files, Raising of proactive credit adjustment, debit adjustments and technical on the basis of 4-way reconciliation for ONUS and acquirer transactions and network credit adjustment files in the Bidder’s Dispute Management System. Providing uploadable file of unsuccessful transactions for recredit to cardholders account of our Bank and other network separately for credit adjustments. Providing uploadable file of successful transactions but not debited to accounts for debit to cardholders account of our Bank and other network separately for debit adjustments. Generation of uploadable files for debiting of charges for transactions either fully or partly for domestic and international transactions. 3.1.14. The bidder has to upload the reconciled and unreconciled files, proactive credit adjustment files, network credit adjustment files in the Bidder’s Dispute Management System.

3.2 Cash in ATM Balancing

3.2.1. Interface for Uploading Cash Balancing Report (CBR) received from the bidder and branches. The software should be able to store / retrieve Cash Balancing Report CBR along with Switch, CBS and EJ data and reconcile the same with the Bank records. The system should be capable to decrypt the error codes of the EJ of various ATM providers.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 3.2.1. Update and Reconcile report from cash management services agencies with Bank Records. 3.2.2. A Cross verification of actual cash loaded and logical cash loaded by comparing ATM cash counters with admin transactions. Reconciliation of ATM cash, Switch Cash Balance with Physical cash at ATM. 3.2.3. Computation of cash dispensation amount between EOD processes for all ATMs as per Switch Data, CBS Data and EJ. Reconciliation and generation of mismatches on a daily basis of the ATM transactions (EJ File) with banks CBS host, ATM switch file, Network files. 3.2.4. Comparison of computed amount with dispensation report in CBR. 3.2.5. Reporting of overages and shortages of CBR dispensation vis-à-vis Switch Data, CBS Data and EJ and storing in the system. 3.2.6. In case of shortages, analysis of Switch Data and EJ Data to identify transaction and reason for shortage. Intimation to Bank of the reason and initiate the necessary corrective action i.e. generate uploadable files for debiting customer’s account, raise claims with other Banks as per Network TAT, report for claiming from ATM Vendor, and debiting to shortages account. 3.2.7. In case of overages, analysis of Switch Data and the EJ Data to identify the transaction for settlement of chargeback claim received & proactive Credit Adjustments generate uploadable files for parking of the overages for future dispute settlement. 3.2.8. In case of loading differences, the same is to be resolved by contacting the branch, or the MSP vendor or the MOF vendors in case of branch ATMs, offsite ATMs, and MOF ATMs and any other vendor as appointed from time to time under ATM Business Model. 3.2.9. Bank maintains one office account per ATM (Cash Account) in CBS. Bank also maintains issuer office account and acquirer office account per ATM Network. On daily basis the report needs to be generated providing balances of all these accounts along with the receivables, payables, outstanding amount. Since these are running accounts the balancing of the previous period is required to be done and such outstanding balances will be taken as a cut off balance for the purpose of reporting to the Bank. 3.2.10. System based computation of ATM cash dispense between ATM EODs. 3.2.11. Maintain mirror accounts of ATM Cash accounts, Network pool accounts and Overages/ Shortages suspense accounts and balancing of the same with the credits and debits received and reporting the same to the Bank. 3.2.12. Bank maintains settlement accounts with different banks for different ATM Networks (For Visa, Master Card, Bancs settlements etc. Bank maintains account with , Bank of India and RBI for NFS Network). On daily basis, the software has to provide reports for funding these accounts based on the settlement files. The software should provide uploadable files in CBS format for internal transfer of settlement amount to the different office accounts of the Bank. 3.2.13. Contacting the Branches for obtaining EJ files/ATM Cash tallying report where cash tallying is done by the Branch for disputes resolution 3.2.14. Cash tallying certificate of individual ATMs on a daily basis and maintaining for production to Ombudsman along with other documents to be produced before Ombudsman or consumer forums in case of disputes.

3.3 Third Party Reconciliation and Accounting – Issuer Transactions & Coop Bank Arrangement under NFS & others.

3.3.1 The solution should be capable of doing the a) 3-way reconciliation is to be done for Issuer – ATM and POS transactions by checking bank switch, network switch and CBS.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs b) Reconciliation of issuer transactions in various third party network to which bank is associated like VISA, MasterCard, NFS, Rupay, Cashnet, Bancs, Amex, Bilateral consortium networks, Visa C2C, etc c) Reconciliation of non-financial transactions and off-line VMT (VISA Money Transfer) transactions. d) Reconciliation of all card products including (WCC and GCC) transactions in various currencies, preparation of settlement vouchers, preparing of uploadable files, raising of chargebacks and responding to disputes raised by customers within the prescribed TAT guidelines of the respective network. Appropriate action to be taken for incoming debits on account of late presentments, no authorization and duplicate processing, cash fee, tips and exchange fluctuations. e) Preparation of uploadable files for posting of entries related to Co brand products where transactions will be authorized out of IDBI Bank’s system like ITZ cash card/Prepaid card transactions. System should also allow raising of chargeback for ONUS and OFFUS ATM Transactions of ITZ Cash card holders. Updating of MIS from TT-140 file received from ITZ Cash Card. Submitting report of ITZ Cash ONUS transaction report on a daily basis to ITZ Cash Card Team. Handling any other activities pertaining to ITZ Cash Card Transactions. f) Reconciliation of all new products and tie-ups that may happen in future. g) Reconciliation of Mobile Recharge Transactions through ATM, Mobile and Internet Banking. Generation of Exception Reports, and Preparation of Settlement Vouchers. Generation of uploadable files for reversals, debit adjustments and credit adjustments. h) System should be able to extract the document proof from the respective Network DMS and host the same for issuer transaction in the Bidder’s Dispute Management System. i) Reconciliation of Surcharge entries debited online and generation of difference of Base1 Base 2 file after taking into account the online entries pertaining to surcharge. Coop Bank’s ATM transactions Reconciliation Presently the Bank has a tie up with 11 Cooperative Banks registered under NFS network. The transactions of the cards issued by them are processed by the ASP Switch. The reconciliation of transactions of the cards issued by these coop Banks need to be done in the similar fashion as is being done for bank’s own cards. For the purpose of Reconciliation Coop Bank’s customer transactions on the Bank’s ATM would be treated as acquirer transaction, and the transactions done on other Bank’s ATMS is to be treated as issuer transactions,

The reconciliation for /Sponsored/Associate Bank should cover at least the following: Reconciliation of both Issuer and Acquirer Transactions Automated Accounting entries for tie-up/Sponsored/Associate bank transactions Update and Reconcile transactions Generation of settlement files bank wise Transaction based accounting Computation of fees for Issuer /Acquirer transactions

3.3.2 Capability to handle all types of settlements and reconciliation works related to payments and receipts to the above networks, including but not limited to charge backs, dispute resolution as per the mechanisms set out by these networks / Bank. 3.3.3 Capable to modify and incorporate changes in procedures and policies, accounting and settlements in line with Bank /VISA / MasterCard/ NFS/ Rupay/ CashNet, Amex, Bilateral Consortium networks etc. requirements.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 3.3.4 For Debit Card Transactions on other bank ATMs, downloading and processing of representments received and sending emails to branches for such representment 3.3.5 Reconciliation and generation of unreconciled entries. 3.3.6 Reconciliation of incoming and outgoing files with regard to VISA / MasterCard /Rupay. 3.3.7 Creation of outgoing files for raising chargeback for VISA, MasterCard, NFS, Rupay, CashNet, Bancs, Amex, Bilateral consortium networks in the specified format of BASE II / IPM / xml and as per requirement of the network. 3.3.8 Generation of settlement vouchers for posting the entries in Finacle for transactions related to VISA/MasterCard /NFS/ Rupay/ CashNet, Amex, Bilateral Consortium networks etc etc. 3.3.9 Identification of Issuer fees, acquirer fees, and option to debit credit the respective GL’s. 3.3.10 Tracking of inflated transactions such as: Petrol, Railways, Tip adjustments, Other Option’s and Option to debit/Credit the respective GL’s 3.3.11 Cross tallying of Settlement Bank A/c foreign and local for VISA and MasterCard transactions with GL advice. 3.3.12 Computation of foreign exchange fluctuation, difference for international transactions and appropriate accounting in the respective network settlement voucher as per Bank’s Accounting System. 3.3.13 Computation of the settlement amounts and verification of the same with the settlement received from various networks. 3.3.14 Tracking various fees/ Charges/ penalties by VISA/MasterCard/NFS/Rupay / CashNet, Bancs, Amex, Bilateral consortium Networks. 3.3.15 Computation of Issuer fees, acquirer fees, balance enquiry fees and any other charges/difference in charges for debiting to cardholders account 3.3.16 Balancing of acquirer and issuer pool accounts, settlement accounts, chargeback accounts etc. 3.3.17 Uploading of new and modified customer mobile numbers in Enstage Software for verification of OTP during e-commerce transactions, and also any other activity related to the same in future. 3.3.18 Processing of VISA Card to Card Transactions on a Daily Basis within TAT, and reconciliation and balancing of the VISA card to card transactions.

3.4 Monitoring Interchange and Switching Fees

3.4.1. Monitoring and maintaining MIS of and other charges levied by various Networks and informing bank on exceptional variances found, if any in daily settlement. 3.4.2. Summary of service tax amounts of Issuer and Acquirer wise ATM Financial and Non-Financial Transactions along with transaction count and amount on the basis of Settlement report. and also calculation of TDS on Issuer Switching Fees. In case any changes are made in service tax rate, the system should show the revised amounts after the same is revised, and the amount calculated prior to revision should not get affected because of the change in the rate master. 3.4.3. Check should be made available to identify and ensure that there is no duplication of levying of Interchange and Switching Fees. 3.4.4. Monitoring and checking of fees charges, penalties levied by Visa, MasterCard, NFS VISA/MasterCard/NFS/Rupay/Cashnet, Bancs, Amex, Bilateral consortium networks in settlement checking against reports and appropriate accounting as per Bank’s Accounting System. 3.4.5. Provision for generation of uploadable files and MIS reports for Allocation of Interchange income earned for Acquirer Transactions of various Networks. These entries generated in uploadable files will be passed to the branches by uploading in Finacle.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

3.5 Chargeback Management

3.5.1. Identification of the appropriate reason code of chargeback for each respective network. Compliance of the chargeback / retrieval request procedures 3.5.2. Automated processing and raising of chargeback and / or retrieval request in the respective network – VISA / Master/ NFS/ Rupay / Bancs / Amex / Cashnet and other Bilateral Networks. Also raising of representments / prearbitration / arbitration in the respective networks. Related MIS containing the information about the number and the status of chargebacks / representments / prearbitration / arbitration received and raised in the respective network is to be provided. Track has to be kept on the number of days (TAT) in each case of chargeback / representment / prearbitration / arbitration. 3.5.3. Checking if the transaction was done with 2 Factor authentication (2FA) 3.5.4. Details of Transaction lifecycle to be provided– History of retrieval request, chargebacks and remedy– Fulfillment-Documents sent to cardholder , Dates and other particulars of 1st chargeback, second presentment received, document received, arbitration chargeback, credit processed to cardholders – arbitration received, accepted /referred to MasterCard/Visa/ Rupay, retrieval fees chargeback – references decision of MasterCard/Visa/Rupay w.r.t compliance , pre-compliance etc. 3.5.5. Uploadable file to be provided for chargeback, representment, debit adjustment, credit adjustment, pre-arbitration, pre-arbitration representment, arbitration and good faith for both issuer and acquirer which will include penalty as well as per files downloaded from NFS-DMS site(format as per banks specifications ) 3.5.6. Creation of chargeback/ arbitration chargeback for onward transmission to MasterCard/Visa/ Rupay. 3.5.7. Monthly/Quarterly/half yearly/yearly details of chargeback reports and any other related reports as specified by the Bank. 3.5.8. Generation of files for debiting or crediting the Card holder for the amount of Chargeback or Representment. 3.5.9. Generation of Reconciliation statement of chargeback accounts. 3.5.10. Menu for processing of miscellaneous debits/ credits/ charges/ fees to acquirers/issuers. Reversal of wrong debits received through incoming files. 3.5.11. Creation and completion of necessary chargeback questionnaire in VISA / Master / Rupay while raising the chargeback. 3.5.12. Generation of outgoing chargeback files. 3.5.13. Acceptance of arbitration chargeback and generation of Pre - arbitration /Arbitration / Pre compliance / Compliance letters wherever necessary. 3.5.14. Good Faith request Acceptance / Forwarding of our request. 3.5.15. Facility to attach scanned document in the system for Chargeback and Retrieval Request.

3.6 Dispute and Claim Management

3.6.1 The Bidder should have the Dispute module capable of handling the disputes related to ONUS, acquirer, issuer, POS and E-commerce transactions. The Dispute module should be web-based and accessible by users across various branches. 3.6.2 Upload of reconciled and unreconciled transactions in the Dispute Module of the Bidder. Capability of downloading the disputes from the dispute module of the Bidder. Automated processing, Dispute Management & settlement of dispute resolution at different stages under various networks, and with tie-up banks and third party transactions as per regulatory guidelines of each network. 3.6.3 Check for duplicate entry for single claim. Check for duplicate claims and ensure that posting for single claim is done only once. 3.6.4 Validate the transaction from database and from the Electronic Journal available.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 3.6.5 Tracking of Disputes w.r t dispensed amount and claimed amount- Customer wise, Branch wise. 3.6.6 Tracking of turnaround time of dispute resolution and variance with standard time. 3.6.7 Maintaining mirror account of the : 3.6.7.1 Chargeback account and balancing of the same with credits and debits received and reporting to Bank. 3.6.7.2 Issuer transactions and balancing of the same with credit /debit received on account of the debit adjustments, credit adjustments, good faith transactions. 3.6.7.3 Acquirer transactions and balancing of the same with credit /debit received on account of the debit adjustments, credit adjustments, good faith transactions. 3.6.7.4 Maintaining mirror account of Network pool accounts and balancing of the same with the credits and debits received and reporting the same to the Bank. 3.6.8 Monitoring and checking of fees/charges/ penalties levied by VISA/MasterCard/NFS/ RUPAY in daily settlement reports and checking for the correctness and provide appropriate accounting entries as per Bank’s Accounting System. 3.6.9 The bidder should inform the Banks’ team in case of variations / exceptions 3.6.10 Monitoring the disputes at every stage and escalating within the specified period to bidder, branches and higher authorities within the department. After the dispute is settled, originator of disputes to be informed with the status and provided the supporting documents. The same has to be updated in the Dispute Tracker of the Bidder. 3.6.11 System should have the Provision for Bank Staff to view & track the following: i. pending claims age wise, ii. settled claims with date of settlement, iii. successful claims with proof and email sent to branches regarding successful claims, iv. claims for which penalty paid and penalty amount paid. v. Any other details as and when required. 3.6.12 Reporting of frauds to networks and filing of necessary formats and documents like VISA Fraud Reporting (TC40), Master SAFE Online etc. 3.6.13 Preservation and Retrieval of records for production before ombudsman/ any other authority. 3.6.14 Resolving the disputes within the period specified by RBI /network regulations at present and if modified in future. 3.6.15 MIS reports for Disputes Received along with status ( per day / per month / per network) : i. ATM wise ii. Date wise iii. Branch wise iv. Tie-up bank wise v. Others (As required by bank) vi. Day end report showing amount of chargeback/ pre-arbitration/arbitration/credit adjustment/debit adjustment/representment as per different networks and uploaded in database. 3.6.16 PROCESS FOR DISPUTE MANAGEMENT: A) ON US Transactions: i. Check the status of the transaction against the EJ. In case of failed transaction, generate uploadable file in CBS format to credit the customer account as per Bank’s accounting structure. If transaction is successful, send email to the customer’s branch along with document of proof. In the absence of EJ for any reason, the bidder should call for JP from the branch and in case of non receipt of the same, inform Bank before the time frame of forced settlement.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs ii. If the claim is payable from overage /excess amount arrived at during Cash Balancing, then the system should track the remaining overage /excess amount for the ATM for the day/ EOD and reduce the available balance from the amount available for claim settlement. iii. In case of suspicious transaction/ transaction where no overage or shortage is available, check for status of the transaction with the ATM Vendor and take decision accordingly. The same needs to be reported to the Bank Team. iv. Good faith, pre-arbitration, arbitration requests of our debit cardholders within and outside the dispute system of the network through stages prescribed by the network or directly with the in case of our cardholders disputes beyond the period prescribed by network and resolving the same within the time specified by the Bank. v. Mechanism to post penalty charges for delay in settlement as per RBI mandates along with settlement of claim

B) ISSUER Transactions i. In case of failed transactions as per settlement file, an uploadable file in CBS format to credit the customer account as per Bank’s accounting structure. ii. In case of credit adjustment files received generate an uploadable file in CBS format to credit the customer account as per Bank’s accounting structure. iii. Generation of chargeback files in the format as required by the different ATM Networks and uploading /sending to the different ATM Networks. iv. Downloading and processing of representments received and updating the same in the dispute module of the bidder. v. Crediting of accepted chargeback with an uploadable file in CBS format as per Bank’s accounting system. vi. Processing of Debit adjustments and generating uploadable file for recovering amount from customers and passing of accounting entries as per Bank’s accounting system. In case of non-availability of balance, the prescribed office account is to be debited. However, mechanism should be there to follow-up with the branch through email for recovery of debit adjustment amount from the customer or raising of a debit adjustment in the network DMS. vii. The Reconciliation software must also have a mechanism to raise representment for debit adjustment within the accepted time period (in case the customer does not have balance in his account). viii. The Dispute Module should be able to accept second chargeback / prearbitration /arbitration / good faith request of the customer and generate uploadable file in the respective networks. ix. Provision to accept 2nd presentment from branches into the bidder’s system and generation of unique identification number for the same. Such cases would be lodged by the branches/customers who are dissatisfied with the reply given to him/her in the first instance. Hence the customer has right to represent for pre-arbitration. Such cases need to be allowed in the system with a unique identity number. x. Tracking of pre-arbitration/ arbitration and good faith claims and posting of the same with an uploadable file in CBS format. xi. Processing of Debit Adjustments and representment received in good faith, posting of the same and email to branches. xii. Check for duplicate posting for single claim xiii. Mechanism to post penalty charges for delay in settlement as per RBI mandates along with settlement of claim

C) ACQUIRER Transactions:

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

i. Handling acquirer chargebacks by verifying the EJ, Switch file and CBS file and ATM cash tally report including acceptance/rejection with necessary proof through the system prescribed by each network for ATM transactions. ii. Handle Good faith requests received from other Banks outside/within the system i.e. through email – attending to the requests and resolving the same within the period specified by the Bank. iii. Download the claims from different ATM Networks and uploading to bidder’s system. iv. Checking the status of the transaction against the EJ. In case of failed transactions, accept the claims and in case of successful transactions, represent the claims as per policy of the different ATM Networks v. Posting of accepted chargeback with an uploadable file in CBS format as per Bank’s accounting system vi. Maintaining mirror account of the chargeback account and balancing of the same with credits and debits received and reporting to Bank. vii. Raising Debit Adjustments and posting them with an uploadable file in CBS format as per Bank’s accounting system viii. Raising Credit Adjustments and posting of raised adjustments with an uploadable file in CBS format as per Bank’s accounting system ix. Downloading of 2nd presentment and good faith from other banks into the bidder’s system and generation of unique identification number for the same. x. Generation of necessary documents to represent pre-arbitration for different ATM Networks and uploading/sending the same to the different networks. xi. Tracking of pre-arbitration and good faith claims and posting of the accepted claims with an uploadable file in CBS format as per Bank’s accounting system. xii. Raising representment in good faith to different networks and corresponding posting of accepted claims with an uploadable file in CBS format as per Bank’s accounting system. xiii. Check for duplicate posting for single claim. xiv. If the claim/adjustment is payable from overage /excess amount arrived at during Cash Balancing, then the system should track the remaining overage /excess amount for the ATM for the day/EOD and reduce the available balance from the amount available for claim settlement. xv. Mechanism to post penalty charges for delay in settlement as per RBI mandates along with settlement of claim

D) Card to Card Transactions: The bidder is required to check if the transaction was successfully staged and check the status with the recipient bank in case of dispute. The status needs to be updated in the dispute module. In case any reversal is received, the same has to be credited to the customer’s account.

3.7 Other Services

3.7.1 Reconciliation and accounting of Mobile transactions with various sources. 3.7.2 Any other mode of payment from the debit card, mobile banking and net banking reflected in Switch. (Visa Money transfer, Mobile Recharge Transactions, POST PAID Mobile Bill Payment, Bill Payment etc.) 3.7.3 Capability for Reconciliation for other transactions of value added services through ATM Card, like Fund Transfer, utility payments, mobile top-ups, Card to Card money transfer etc on daily basis.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 3.8 Point of Sale Transactions / E-commerce Transactions

3.8.1 3 Way recon between Bank switch, network switch and CBS. 3.8.2 The unmatched entries upon completion of reconciliation to force matched based on parameters set by the Bank. 3.8.3 Receiving Incoming Visa Base II settlement files, Incoming MasterCard IPM settlement file, NPCI settlement files and match its authorization transaction Base I database with incoming Base II and IPM files and NPCI Files. Reconciliation of Card Transactions on Bank POS and other Bank POS. Full functionality of processing of data provided in Visa Base II / MasterCard IPM / NPCI Settlement in respect of all types of transactions provided in it. 3.8.4 The No Base 2 transaction records to be kept separately and matched on subsequent days with the Base 2 records. In case the record in No Base2 exists even after 30 days, then the upload file is to be prepared for reversing the debit to the customer’s account. 3.8.5 Mechanism should be there to identify No Base1 records, late presentments and duplicate processing. Immediate action is required to be taken against such transactions as per the Bank’s policy. 3.8.6 Generation of exception reports w.r.t entries matched /unmatched. 3.8.7 Generation of upload file as per CBS format to post exception entries to CBS as per Bank’s Accounting System. 3.8.8 Provision for uploading for acceptance of claim received from Bank over email into system. These claims should be assigned a unique identification number by the software in the league with Bank’s identification numbering method. 3.8.9 Check for duplicate entry for a single claim. 3.8.10 Validate the transaction from database to confirm that such a transaction exists. 3.8.11 Downloading and processing of representments received, originator of disputes to be informed with the status and provided the supporting documents. The same has to be updated in the Dispute Tracker of the Bidder. 3.8.12 For card transactions on POS, adjustments of accepted claims with an upload able file in CBS format as per Bank’s Accounting System. 3.8.13 Refund Received from any Networks are to be matched with the Chargeback cases and with pending receivable entries and entries in No Base2. The entries from No Base2 records to be deleted once the refund is processed so as to avoid double credit to the customers. 3.8.14 Maintain mirror account of Network pool accounts and balancing of the same with the credits and debits received and reporting the same to the Bank. 3.8.15 Monitoring and checking of fees/charges/penalties levied by VISA / MasterCard / Rupay in their Settlement, checking against reports and appropriate accounting as per Bank’s Accounting System. 3.8.16 The bidder should inform the Banks’ team in case of variations / exceptions.

3.9 Accounting

3.9.1 Maintenance of ledger account as per bank requirement 3.9.2 Transaction based accounting of all the transactions in: Switch, Branch, Tie-up Bank, Third Party Network.

3.10 MIS

3.10.1 Daily reports on reconciliation as per Bank’s Format 3.10.2 Age-wise Daily reports on outstanding entries, receivables and payables.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 3.10.3 Age-wise Daily reports of claims received, settled and outstanding claim network wise. 3.10.4 Daily reports of claims paid late and penalty amount paid with reason. 3.10.5 Daily report of exception in Cash Loading. 3.10.6 Daily reports of accounts with large Debit/Credit Balances. 3.10.7 Daily report of ATM transactions with zero hits, abnormal frequency and below normal hits. 3.10.8 Daily Reconciliation and Balancing Reports. 3.10.9 Day end report showing amount of chargeback/ pre-arbitration / arbitration / credit adjustment / debit adjustment / representment as per different networks and uploaded in database. 3.10.10 Monthly and quarterly report of reconciliation, outstanding entries, receivables and payables. 3.10.11 Monthly and quarterly reports of chargeback received (accepted and rejected), penalty paid, pending claims, good faith claims with other Banks and with Bank. Monthly/Quarterly/half yearly/yearly details of chargeback report. 3.10.12 MIS on Break up of Interchange & No of transactions Network wise. 3.10.13 Provision for generation of accepted and pending for recovery status cases for Debit Adjustments. Generation of report of No Base1 cases wherein a chargeback / recovery is to be done. 3.10.14 Generation of exception reports like entries un-reconciled per ATM & ATM Network wise. • List of heavy cash drawing customers • List of customers using the ATM heavily for drawing low amounts • List of Cards frequently used for booking Railway tickets • List of Cards sorted as per MCC sectors • List of Cards frequently used abroad 3.10.15 Details of our cardholders using other banks ATMs. 3.10.16 Transaction Details based on Date / Card Number • VISA/MasterCard/NFS ISSUER SETTLEMENT SUMMARY • VISA/MasterCard/NFS ACQUIRER SETTLEMENT SUMMARY • VISA/MasterCard/NFS INFLATED SETTLEMENT SUMMARY • VISA/MasterCard/NFS Money Transaction Report • VISA/MasterCard/NFS Credit Voucher Report • VISA/MasterCard/NFS Petrol Transaction Difference Report • VISA/MasterCard/NFS Railway Transaction Difference Report

• VISA/MasterCard/NFS Foreign Exchange Transaction Difference Report

• VISA/MasterCard/NFS TIPS/Other Transaction Difference Report • VISA/MasterCard POS income Report • Issuing/Acquirer POS fees Identification and Report generation • Interchange Fee Identification and Report generation • VISA/MasterCard/NFS Issuing/Acquiring Fees Identification and Report generation. • VISA/MasterCard/NFS Interchange Fee Identification and Report Generation • VISA/MasterCard/NFS Maintenance and Report generation of all Exceptional/dispute Transactions. • VISA/MasterCard/NFS BOA/BOI/RBI Settlement (Tallied) Report Generation of VISA / MasterCard / NPCI Net. 3.10.17 Preparation and submission of various reports /information to Sharing Networks / Service Providers about Cards Transactions / ATMs etc, as required at Monthly / Quarterly or other such intervals.(QMR & QOC /SAFE etc.)

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 3.10.18 Age-wise summary of unreconciled transactions based on the parameters specified by the Bank with number of transactions and amount. 3.10.19 Audit trail of the entire application with periodical backup of the data to be provided to the Bank in a format readable by the Bank and specified by the Bank. 3.10.20 Age-wise Daily Report giving the Details of ATMs for which CBR is not obtained. 3.10.21 Age-wise Daily Report giving the Details of ATMs for which EOD is not done. 3.10.22 Age-wise Daily Report giving the Details of ATMs for which the GL level reconciliation of ATM is not done. 3.10.23 Age-wise Details of differences in ATMs. 3.10.24 Monthly/Quarterly/Half yearly report to Board of directors/VISA/, MasterCard. Preparation and submission of various reports /information to Sharing Networks / Service Providers about Cards Transactions / ATMs etc, as required at Monthly / Quarterly or other such intervals.(QMR& QOC /SAFE etc.) 3.10.25 Report on number of ATMS which are not tallied for more than 15 days. 3.10.26 Monthly reports on Number of Disputes Received, Resolved, Carried over to next month. MIS reports for Disputes Received along with status ( per day / per month / per network) : • ATM wise • Date wise • Branch wise • Tie-up bank wise • Others (As required by bank) • Day end report showing amount of chargeback/ pre- arbitration/arbitration/credit adjustment/debit adjustment/representment as per different networks and uploaded in database. 3.10.27 Any other report required time to time from Bank/RBI or other governing bodies at no additional cost. 3.10.28 Should be able to generate periodical as well as ad- hoc reports as per the requirements of the Bank

3.11 Compliance

3.11.1 The reconciliation process proposed to be implemented as per the scope should follow PCI DSS guidelines and be compliant with PCI DSS standards. 3.11.2 The software should be upgraded/ enhanced to comply with any new directives and guidelines that will be issued by RBI/NPCI or any other regulatory authority. 3.11.3 The solution should be capable of incorporating and handling changes in procedures in terms with Bank’s policies during the tenure of contract. 3.11.4 Bank reserves the right to get software audited by Bank’s Internal/External team.

3.12 Deployment of Servers and Manpower 1. The bidder is required to provide the detailed list of hardware / software required for implementation and maintenance of END TO END Reconciliation Solution for Debit Card Transactions and ATMs. The Hardware will be provided by the Bank. The bidder should also inform the Bank about the sizing of the server required to run the reconciliation software. Bank will also be maintaining Hardware (OS, DB) for Primary and Backup Servers required for undertaking the activity. The sizing of the servers will be carried out by the bank in consultation with vendor. However, insurance is the responsibility of the Bank. The Bank would Upgrade and enhance the Server Hardware and bidder would upgrade the Software as required during the contract period to maintain the Service levels. The server would be located at Bank’s premises.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 2. Adequate manpower resources for reconciliation and balancing of the transactions, cash in ATM, processing chargeback claims and other activities covered in above in Scope of Work. The work will be carried out from Bank’s premises for which seating arrangement will be done by the Bank. The bidder will be responsible for the activities done by the manpower deployed. In case any wrong credits are done, or wrong chargebacks are accepted, or the chargebacks / representment done in the networks are in wrong code due to which they are rejected and if any of the activities even other than the one specified above result in financial loss to the bank, the same will be recovered from the bidder. This may be over and above the action that can be taken under the heading penalties in the later part of the RFP. 3. The manpower appointed by the bidder will be led by the appointed team leader by the bidder. This appointed team leader will be the focal point of interaction with the Bank staff. He has to be capable and conversant with all the procedures and regulatory requirements and daily functioning of activities. In case of absence of team leader, and alternative team leader has to be appointed by the bidder. 4. The Bank will provide required PCs, nodes, printers, telephone line and consumables of paper, cartridges etc. for the resources sourced by the bidder.

3.13 Sub-Contracting It is expected that the manpower engaged for reconciliation, balancing and other services stipulated under this RFP is employed by the bidder. In case such services are further outsourced/assigned/subcontracted by the Bidder to other agencies, it will be the sole responsibility of the bidder to conduct background screening and due diligence of such manpower before engaging for the purpose.

3.14 Backup Activities The bidder will inform the Bank about the configuration required for the back-up Server. Bank will implement backup of the Primary Server on daily basis as per the standard policy adopted by the Bank.

Bank will also backup on removable storage media as per the internal policy. Removable Storage media will be provided by the Bank.

Maintenance of milestone / adhoc backup will also be the responsibility of the Bank.

3.15 Time Frame a) The Cash in ATM Balancing and Reconciliation of Debit Card transactions should be completed by the bidder within One day of receipt of Settlement files, Cash Balance Report, Finacle Report and Switch Transaction Log. The Daily Report for the same should be submitted to the Bank’s team. b) The bidder should report the incidences of non-availability of CBR reports to the Bank team and send e-mail to ATM bidder as first level follow up. c) The settlement of claims should be done within the stipulated time frame as per directive of RBI and other settlement agencies from time to time. d) Reporting of shortages upon Reconciliation and Ledger Balancing or errors in Cash Balance Report is required to be done to the Bank’s team within maximum period 1 day from the receipt of Cash Balance Report. e) Reporting of error and differences in the CBR submitted by the ATM Vendor is to be done within 2 working days of receipt of the CBR. f) The raising of disputes in the dispute module and their resolution is to be done within the TAT as prescribed by the respective network guidelines.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs g) If the activities are not done in the prescribed time frame, bidder may be subject to levying of penalties (described under section of penalties).

3.16 UAT 3.16.1 The Bank proposes to conduct “User Acceptance Testing” (UAT) of the Solution for the purpose of ensuring that all the functionalities requested for by the Bank are available and are functioning accurately. 3.16.2 The Bidder will convey to the Bank that all the customizations that are required to “Go Live”, as agreed upon and signed off by the Bank are completed and the solution is ready for testing without any cost to the Bank. 3.16.3 The Bank expects the Bidder to help set up the required infrastructure setup at the desired testing center of the Bank for the purpose of testing. 3.16.4 The Bidder will be responsible for preparing detailed test cases including test data.

3.16.5 The Bidder will assist the Bank in conducting all the tests and analyzing/comparing the results. Bidder shall provide adequate full time resources conversant in all business areas, for trouble-shooting and resolving defects during the entire UAT process. 3.16.6 Any deviations/discrepancies/errors observed during the testing phase will be formally reported to the Bidder and the Bidder will have to resolve them immediately or within the UAT approach and guidelines, formulated between the Bidder and the Bank. The resolution timelines will be completely aligned to the project timeline of this RFP. 3.16.7 The Bidder will be responsible for maintaining appropriate program change control and version control for all the modifications/enhancements carried out during the implementation/testing phase. 3.16.8 The Bidder will be responsible for providing and updating system & user documentation as per the modifications. 3.16.9 Once the system is made available by the successful bidder, the Bank will perform the following tests as part of the UAT acceptance. However, these tests are only indicative, and Bank reserves the right to conduct any test of the functionality as mentioned in the scope of the RFP Document.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

SECTION – IV

Instructions to the Bidder 4.1 The tender documents cannot be sold and / or transferred / assigned. If the same is done, tender documents are liable to be summarily rejected by IDBI Bank Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder. The Bid prepared by Bidder, as well as all correspondence and documents relating to the Bid exchanged by the Bidder and IDBI Bank, shall be in English only.

4.2 Instructions to Bidders for Submission Of Bids

a) Before bidding, the Bidders are requested to carefully examine the Bid Documents and the terms and conditions of the contract thereof, and if there appears to be any ambiguity, gap(s) and/or discrepancy between any of the Bid Documents they should forthwith refer the matter to Bank for necessary clarifications and / or confirmation. b) The Bidder shall complete in all respects, form(s) annexed to the Bid Documents, quote the prices, furnish the information called for therein, and sign and date each of the documents in the relevant space provided therein for the purpose. The Bidder shall initial each page of the Bid Documents. c) The bid shall be properly signed by a person or persons duly authorized by the Bidder with signature duly attested. In the case of a body corporate, the bid shall be signed by the duly authorized officers and supported by requisite internal corporate authorizations. The bid submitted in case of a consortium shall be rejected without assigning any reason thereof. d) The bid shall contain the full name, address, telephone no.(mobile no and landline), fax no. and E-mail ID, if any, of Bidder for facilitating communications including notices to be given to the Bidder in connection with the bid transaction. e) The Bid forms and the Documents attached to it shall not be detached or removed one from the other and no alteration (s) or mutilation (s) (other than filling in all the blank spaces) shall be made in any of the Bid Documents attached thereto. Any alterations or changes to the entries in the attached documents shall be made by a separate covering letter, in the absence of which it shall be rejected. Any decision in this regard by Bank shall be final, conclusive and binding on the Bidder. f) The Bidder shall bear all costs for the preparation and submission of the Bid Documents. Bank shall not be responsible or liable for reimbursing/compensating these costs, regardless of the conduct or outcome of the bidding process. g) The Bid Security as specified in Section I should be paid along with the Bid Document during submission. Bids without the Bid Security shall be rejected. h) The Bidder, irrespective of his/her participation in the bidding process, shall treat the details of the documents as secret and strictly confidential. i) Bank reserves the right to adjust arithmetical or other errors in the bid, in the manner in which Bank considers appropriate or deem fit. Any adjustments so made by Bank shall be stated to the Bidder, if Bank makes an offer to accept his bid. The final decision as to any error manifest or otherwise shall be at the sole discretion of Bank and shall be final, conclusive and binding on the Bidder.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs j) The bid prepared by the Bidder, as well as all correspondence and documents relating to the bid exchanged by the Bidder and Bank and supporting documents and printed literature shall be in English. k) The Bidder shall submit their offers strictly in accordance with the terms and conditions of the Bid Documents. Any Bid, which stipulates conditions contrary to the terms and conditions given in the Bid Documents, shall be rejected. Any decision in this regard by Bank shall be final, conclusive and binding on the Bidder. l) The Bidder cannot quote for the services in part. m) The Bidder is expected to examine and follow all instructions, forms, terms & conditions, and scope of work in the Bid Document. Failure to furnish complete information in all respects required by the Bid Document or submission of a bid not substantially responsive to the Bid Document in every respect will be at the Bidder's risk and may result in the rejection of the Bid by Bank. Any decision in this regard by Bank shall be final, conclusive and binding on the Bidder. n) The Bidder shall prepare the bid based on details provided in the Bid documents. It must be clearly understood that the quantities, specifications and drawings are intended to give the Bidder an idea about the order, type, scale and magnitude of the work and are not in any way exhaustive and guaranteed by Bank.

o) Bank reserves the sole right to itself for including any addendum to this entire bid process. The Bidders shall not claim as a right for requiring Bank to do the aforesaid.

4.3 Clarification of Bid Document

Any prospective Bidder requiring clarification of the Bid Document may notify Bank in writing at the mailing address indicated in Section I. Bank will respond in writing, to any request for clarification of the Bid Document, received not later than the dates prescribed in Section I of this Bid Document. Bank’s response (including an explanation of the query but without identifying the source of inquiry) will be posted on Bank’s website.

4.4 Language of Bids

The Bids prepared by the Bidder and all correspondence and documents relating to the bids exchanged by the Bidder and Bank, shall be written in the English language.

4.5 Submission Of Bids

The bid should be submitted in 2 separate envelopes. The details thereof are as follows:

ENVELOPE-I (Technical Offer): (1 Copy) The Technical bid (TO) should be completed and complied with in all respects and contains all information asked for, except commercial quote. The technical bids should also contain conformity to eligibility criteria.

The Technical bid should be accompanied by all the documents in the serial order as mentioned in Annexure 18 . The above details are MANDATORY, without which the Bids are liable to be rejected. IDBI Bank at its sole discretion may not evaluate a Technical Offer in case of non-submission or partial submission of technical details.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs The copy of Technical Bid should also be submitted in soft copy (DVD/CD) clearly marked as “Technical Bid- soft copy”.

ENVELOPE-II ( Indicative Commercial Offer): (1 Copy) The Indicative Commercial bid (CO) ( Annexure-4) should give all relevant price information and should not contradict the TO in any manner.

These two envelopes containing the Technical Offer and Indicative Commercial Offer should be separately dropped in the Tender Box at address mentioned in the document control sheet. Please note that if any envelope is found to contain both TO and CO, then that bid will be rejected summarily by IDBI Bank. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder. The prices quoted in the indicative commercial bid should be without any conditions.

Bids Technical & Indicative Commercial must be submitted at the same time, giving full particulars in separate sealed envelopes at IDBI Bank address, as per document control sheet. Signed copy of RFP along with Corrigendum if any, should be signed by authorized signatory as acceptance of all terms and conditions including scope of work etc mentioned in the RFP. Any deficiency in documentation may result in the outright rejection of the Bid and the IDBI Bank shall not be liable for the same in any manner whatsoever. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidders and shall not be questioned / challenged by the Bidders.

IDBI Bank may, at its own discretion, extend the period for submission of Bids by amending this RFP, in which case all rights and obligations of IDBI Bank and Bidders shall stand extended. However, no request for extension of time from the Bidders shall be binding upon IDBI Bank.

The envelopes shall indicate the name and address of the Bidder to enable the Bid to be returned unopened in case it is declared "late". Any bid received by IDBI Bank after the time prescribed by IDBI Bank for receipt of Bids, will be rejected and returned unopened to the Bidder. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidder.

4.6 Evaluation Process

i. The evaluation of the responses would be a two stage process i.e. technical and commercial. ii. The Bidders will be shortlisted on the basis of the eligibility criteria. Thereafter they will be subject to technical evaluation. iii. The Bidders who qualify the technical evaluation – their indicative commercial bids will be opened. iv. Thus any bidder failing the stage 1 evaluation (i.e eligibility criteria) will disqualify and their proposals will not be subjected to any further evaluation (technical or commercial). v. Similarly those bidders failing the stage 2 evaluations (i.e. technical evaluation criteria) will disqualify and their proposals will not be subjected to further evaluation. vi. The indicative commercial bids of only those bidders will be opened who get qualified under both stage 1 and stage 2 evaluations.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs vii. Once the indicative commercial bids are opened, thereafter the successful bidder will be arrived at through the Online Reverse Auction (ORA).

The technical evaluation criterion is explained as under:-

Technical Evaluation Criteria: The technical evaluation process is as under:- a. Self Assessment response as per Annexure-2. b. Experience in providing transaction reconciliation solution and services as per Annexure-7. c. Presentation and demonstration to the Bank’s team for the software offered to the Bank by the Bidder. The bidders will be asked to make presentations at the Banks desired location. These presentations should cover cases of undertaking similar services in an architecture environment similar to the one described in this RFP document. The presentations will also give IDBI Bank an opportunity to clarify issues arising out of the review of the Bidders response to this RFP. IDBI Bank shall not be under any obligation to bear any part of the expenses incurred by the bidder for the presentations. d. Structured Walkthrough- The Structured Walkthrough stage involves the bidder constructing a pilot of the system for the review of IDBI Bank. This stage would provide the team to evaluate the proposed solution in a “near to real life” environment. The objective of the Structured Walkthrough is to: i. Demonstrate the solution in real life as indicated in the RFP; ii. Understand the solutions features in greater detail; iii. Understand if the solutions fit to the requirements contained in this proposal; iv. Evaluate the solution’s ability to meet the functional requirements for business operations; and v. Identify, at a macro level, the extent of Gap in the services required and services offered. The preferred approach for the structured walkthrough would be agreed with the bidders. The bidders are expected to provide the infrastructural requirements for conducting this exercise. IDBI Bank shall not be under any obligation to bear any part of the expenses incurred by the bidder for the Structured Walkthrough. The costs incurred by the team representing the Bank, for the Structured Walkthrough, will be borne by the Bank. The Bank may do an onsite visit wherever it is required and costs incurred by the team representing the Bank will be borne by the Bank e. In addition to the above, Bidder shall arrange for site visits for Bank’s team, where the Bidder’s software is already functional/implemented.

The following table gives the breakup of the marks allocated for Technical Evaluation.

Sr Particulars Max Marks Scoring No Mechanism 1 All Functional Marks If Status is Full Marks Requirements allotted to Available allotted against Under Annexure each that requirement 2. ( Total Marks individual If Status is 75% Marks of all requirement Customizable allotted against requirements - Free of cost that requirement 300) If Status is 0 Marks Not Available

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 2 Software 20 4 or more 20 marks Services Running Banks in Banks 3 or more 15 marks Banks 2 or more 10 marks Banks 4 Software 20 More than 3 20 marks Services Running years in Banks since More than 2 15 marks number of years years More than 1 10 marks years 5 The software has 20 More than 20 marks the Ability to 400,000 Process Volume transactions of Transactions More than 15 marks 300,000 transactions More than 10 marks 100,000 transactions 6 Presentation, 40 Demonstration of the Product, Structured Walkthrough & Site visit

The Bidders who scores 75% or more marks in technical evaluation will be declared technically qualified and indicative commercial offers of these Bidders will be opened. 4.7 There will be a meeting with all the Bidders on the stipulated date and time as may be informed by the Bank, to address any queries in connection with the RFP document. It is essential that all clarifications / queries be submitted to IDBI Bank before the date specified on document control sheet. 4.8 Technical offer will be opened as per the date mentioned in document control sheet. The Indicative commercial offers of Bidders will not be opened who are technically disqualified and will not be taken up for further process and no discussions / interface will be granted to such Bidders. 4.9 IDBI Bank reserves the right to accept or reject in part or full any or all the bids without assigning any reasons thereof. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidders. 4.10 IDBI Bank will scrutinize the bids to determine whether they are complete, whether any errors have been made in the bid, whether required technical documentation has been furnished, whether the documents have been properly signed, and whether items are quoted as per the schedule. IDBI Bank. may, at its sole discretion, waive any minor non-conformity or any minor irregularity in a bid. This shall be final, conclusive and binding on all Bidders and IDBI Bank. reserves the right for such waivers. 4.11 To assist in the scrutiny, evaluation and comparison of bids, IDBI Bank may, at its sole discretion, ask some or all Bidders for clarification of their bid. The request for such clarifications and the response will necessarily be in writing and no change in

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs the price or substance of the bid shall be sought, offered or permitted. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder/ 4.12 The Bank will request the Bidder for conducting walkthrough of the application proposed by the Bidder, give presentations and witness demos and verify functionalities and response time etc. at the cost of Bidder. 4.13 The Bank’s team shall visit the reference sites of the Banks listed in the Bid submitted by the Bidder for veracity of the response of the Bidder in its Bid as well as verifying Functionality and Services provided by the Bidder in live environment. The observations of Bank’s team at reference sites and interaction with the officials concerned of such banks at the time of site visit will be taken into account for the purpose of technical evaluation of the Bids. 4.14 If the Bidders’ claims pertaining to the eligibility with respect to the track record of the Services provided are not substantiated at Site Visits of Bank’s team the Bank will treat such Bid as non-responsive. Further, the Bidders who do not meet the eligibility criteria and other terms of submission of the required documents as evaluated during the Technical Bid evaluation process will be treated as non- responsive and their Bid will not be taken up for further evaluation. 4.15 The bid prepared by the Bidder, as well as all correspondence and documents relating to the bid exchanged by the Bidder and IDBI Bank and supporting documents and printed literature shall be in English. 4.16 Technical details must be completely filled up. Correct technical information of the product being offered must be filled in. Filling up of the information using terms such as “OK”, “accepted”, “noted”, “as given in brochure/manual” is not acceptable. IDBI Bank may treat bids not adhering to these guidelines as unacceptable. The bid form and the documents attached to it shall not be detached or removed one from the other and no alteration(s) or mutilation(s) (other than filling in all the blank spaces) shall be made in any of the bid documents attached thereto. However, alterations or changes to the entries in the attached documents shall be made by a separate covering letter, in the absence of which it shall be rejected forthwith. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidder. 4.17 IDBI Bank will not entertain any enquiries from the Bidders post tender opening on the status of the bid, nor allow any price reductions during the course of technical or commercial evaluation, till the selected Bidder is notified. No Bidder shall contact IDBI Bank on any matter relating to its bid; from the time of bid opening to the time the contract is awarded. Any effort by a Bidder to influence IDBI Bank in its decision on /bid evaluation, comparison or contract award decisions may result in the rejection of the Bidder’s bid forthwith. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder. 4.18 IDBI Bank reserves the right to alter the quantities specified in the bid. IDBI Bank also reserves the right to delete one or more items from the list of items specified in bid. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder. 4.19 This RFP document may undergo change by either additions or deletions or modifications before the actual award of the contract by the Bank. The Bank also reserves the right to change any terms and conditions of the RFP document and its subsequent addendums as it deems necessary at its sole discretion. The Bank will inform all bidders about changes, if any. 4.20 The Bank reserves the right to extend the dates for submission of responses to this RFP document.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 4.21 Bidders shall have the opportunity to clarify doubts pertaining to the RFP document in order to clarify any issues they may have, prior to finalizing their responses. All questions are to be submitted at the address mentioned in earlier, and should be received by the point of contact no later than the time specified in Section 1 of this document. Responses to inquiries and any other corrections and amendments will be distributed to all the bidders in the form of electronic mail or hardcopy or updated on the Banks website or newspaper journals; the preference for distribution would be with the Bank. The bidder, who posed the question, will remain anonymous. 4.22 Bids that are rejected during the Bid opening process shall not be considered for further evaluation, irrespective of the circumstances.

4.23 Once the commercial bids are opened, thereafter the successful bidder will be arrived at through the Online Reverse Auction (ORA).

4.24 Online Reverse Auction : At the discretion of IDBI Bank Limited, the bidders will be advised to take part in the Online Reverse Auction (ORA) to arrive at L1 rate vendor. The Bidders must have digital certificate to participate in the ORA. The ORA is being held to determine the lowest rates from the bidder. The bidders who technically qualify will be allowed to participate in the Online Reverse Auction (ORA). The ORA will entail the technically qualified bidders indicating their rates online with reference to the base rate fixed by the Bank. As per the procedure, the vendor will need to give their quotes in a descending manner. The vendor who has quoted lowest till the end of the time limit fixed for the ORA will be declared L1 and the vendor with the second highest quote will be declared L2. The process will be conducted by a professional body. The date and time for the ORA process will be communicated to all the bidders who have technically qualified. At the discretion of IDBI Bank Limited, training will also be provided for the bidders who are new to the process. Under no circumstances the individual rate can exceed the base rate decided at the time of ORA. The actual price will be decided through e-procurement ORA process.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

SECTION - V Terms and Conditions

5.1 This RFP is not an offer by the Bank, but an invitation to offer for Bidder responses. No contractual obligation on behalf of the Bank, whatsoever, shall arise from the RFP process unless and until a formal contract is signed and executed by duly authorized officers of the Bank and the successful Bidder. The Bank reserves the rights to amend, modify, add, delete, accept or cancel in part or full any conditions or specification of all proposals/ bids, without assigning any reason thereof at any time during the bid process. Each bidder shall be entirely responsible for its own costs and expenses that are incurred while participating in the RFP, subsequent presentations and contract negotiation processes.

5.2 The tender documents cannot be sold and / or transferred / assigned. If the same is done, tender documents are liable to be summarily rejected by IDBI Bank Ltd. Any decision of IDBI Bank Ltd. in this regard shall be final, conclusive and binding on the Bidder.

5.3 Definitions

In this RFP/ Contract, the following terms shall have the following meanings and shall be interpreted accordingly: 5.3.1 “Applicable Law” means with respect to any person all Laws, Statutes, Treaties, Rules, Regulations, Determinations, Orders, Notifications, Writs, Processes, Decrees, Injunctions, Judgments or Awards of an Arbitrator, a court or any other governmental authorities and all governmental authorizations binding upon or applicable to such person or to any of its property or assets.“Acceptance of Bid” means the letter/fax or any memorandum communicating to the Bidder the acceptance of its Bid. 5.3.2 “Site” means the place in which the operations/Service(s) are to be carried out or places approved by IDBI Bank for the purposes of the Contract together with any other places designated in the Contract as forming part of the Site. 5.3.3 “Good/Best Industry Practice” means the exercise of degree of skill, diligence and prudence which is expected from a highly skilled experienced and internationally recognised and reputed service provider engaged in the same type of undertaking engaged in similar activity under similar circumstances and acting generally in accordance with the prevailing laws, rules, regulations codes and industry standards. 5.3.4 "The Contract" means the agreement to be entered into between IDBI Bank and the Successful Bidder as recorded in the contract form duly signed by the parties (Annexure 12 ), including all annexure, schedules, exhibits, supplements, appendices, amendments, revisions, notations and modifications thereof , as indicated/spelt out in this RFP. 5.3.5 “Bidder" means and includes any company who has/have participated in the bidding process. 5.3.6 Successful Bidder" means any person(s) whose Bid has been accepted by IDBI Bank and to whom work has been awarded and shall include its authorized representatives, successors and permitted assigns. 5.3.7 "IDBI Bank/Bank" means IDBI Bank Limited including its successors and assigns.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 5.3.8 "The Contract Price" means the price/compensation, payable to the Successful Bidder under and in accordance with the Contract, for the due performance and observance of its contractual obligations under and in accordance with the Contract. 5.3.9 "Confidential Information" means, (i) intellectual property information and information relating to Intellectual Property Rights; (ii) technical or business information or material not covered in (i); (iii) proprietary or internal information related to the current, future and proposed products or service(s) of the Bank including, financial information, process/flow charts, business models, designs, drawings, data information related to products and service(s), procurement requirements, purchasing, customers, investors, employees, business and contractual relationships, business forecasts, business plans and strategies, information the Parties provide regarding third parties; (iv) information disclosed pursuant to the Contract and (v) all such other information which by its nature or the circumstances of its disclosure is confidential. 5.3.10 “Intellectual Property Rights” means any patent, copyright, trademark, trade name, design, trade secret, permit, service marks, brands, propriety information, knowledge, technology, licenses, databases, computer programs, software, know how or other form of intellectual property right, title, benefits or interest whether arising before or after the execution of this Contract and the right to ownership and registration of these rights. 5.3.11 “Parties” means IDBI Bank and the Successful Bidder and “Party” means either of the Parties. 5.3.12 “Service(s)” means services required to be performed by the Bidder under the Contract, as specified in Scope of Work in compliance with the Service Level Requirements. 5.3.13 “Service Level Requirements” means the level of service and other performance criteria which will apply to the Service(s) and the Bidder undertakes to perform as per scope of work or as may be agreed between the parties.

5.4 Interpretation

In this RFP/ in the Contract, unless a contrary intention is evident: 5.4.1 Time is the essence in the performance of the Parties’ respective obligations, if any time period specified herein is extended, such time shall also be of the essence. 5.4.2 The clauses/headings are for convenient reference(s) only and do not form part of this RFP/ the Contract; 5.4.3 unless otherwise specified, a reference to a clause number is a reference to all of its sub-clauses; 5.4.4 unless otherwise specified, a reference to a clause, sub-clause or section is a reference to a clause, sub-clause or section of this RFP/ the Contract including any amendments or modifications to the same from time to time. 5.4.5 A word in the singular includes plural and a word in the plural includes singular; 5.4.6 a word importing a gender includes any other gender; 5.4.7 a reference to a person includes a body corporate; 5.4.8 a reference to legislation includes legislation repealing, replacing or amending that legislation;

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 5.4.9 where a word or phrase is given a particular meaning, it includes the appropriate grammatical forms of that word or phrase, which have corresponding meanings; 5.4.10 Reasonability and materiality of "doubt" and "controversy" shall be at the sole discretion of IDBI Bank. 5.4.11 The words not expressly defined herein shall have meanings ascribed to them in the General Clauses Act, 1897 or such other relevant applicable law as amended from time to time. In case of a difference of opinion on the part of the Bidder in comprehending and /or interpreting any clause/provision of this RFP after submission of the Bid, the interpretation by IDBI Bank and decision of IDBI Bank in this behalf shall be final, conclusive and binding on the Bidder(s).

5.5 Customization and Test run 5.5.1 On final selection of the bidder the Bank will issue a letter of intent to the selected bidder. After receiving the same the selected bidder would send acceptance in writing within one week from the date of the receipt. Acceptance date will be the effective date. The bidder will install the customized version of Debit Card Reconciliation System software at Bank’s office. Necessary testing will be done by Bank in association with bidder's representative(s). The bidder will update the programs to remove any deficiencies observed by the Bank. The testing and updating will be repeated until the Bank finally accepts the customized software. The package should be made LIVE within 3 months from the effective date. 5.5.2 The installation of the copy of the software is purely for testing, evaluation & customization purpose only and therefore, no payment shall be made.

5.6 Delivery and Installation 5.6.1 On receiving the order the bidder shall submit the acceptance of the order within one week from the date of receipt of the order. The delivery and installation of customized software solution through license, media and operational manual in English are to be made available within two weeks of the date of acceptance (Effective Date) of the order. The Bank reserves the right to consider the late acceptance of the order, if any, at its discretion. 5.6.2 It is obligatory for the bidder to submit a certificate of delivery of software solution (through media, license & operational manual) and certificate of installation of the software solution signed by Bank's personnel along with the bill for payment 5.6.3 The software must be delivered and installed on DR (Backup) servers after successful implementation at Primary site.

5.7 Call Resolution 5.7.1 The bidder shall provide technical support either on site or atleast through helpdesk, telephone / fax / e-mail to resolve any problem immediately on the same day of complaint and to maintain an uptime of 99.5%. This service is to be provided on all working days of the Bank, notwithstanding the fact whether on such days the bidder’s office remains open or not. The bidder also has to ensure that the reconciliation work is not affected and in case of technical problem, the work is continued from the Disaster recovery site. 5.7.2 There must be designated point of contact from the Bidder side who in turn will coordinate at his end internally relating to maintenance of the solution

5.8 Award of Contract

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs The offer of the contract will be issued to the successful Bidder emerged in the Online Reverse Auction. The successful bidder would need to accept the offer within 7 days from the date of issue of the offer. In case the selected Bidder does not accept/respond within 7 days, the said offer shall stand cancelled and it will be passed on to L2/L3/L4/L5 Bidder emerged in the online reverse auction, at the Bank’s sole discretion. In case the L1 Bidder is unable to deliver the services as per RFP (including corrigendum if any) any time during the contract period, and if L2/L3/L4/L5 Bidder agrees to match the price of L1 Bidder, the said offer to L1 shall stand cancelled and it will be passed on to L2/L3/L4/L5 Bidder emerged in the Online Reverse Auction, at the Bank’s sole discretion.

5.9 Cancellation of the contract & compensation IDBI Bank reserves the right to cancel the contract placed on the selected Bidder and recover expenditure incurred by IDBI Bank and compensation under the following circumstances: - a) The selected Bidder commits a breach of any of the terms and conditions of this RFP document and Service Level Agreement. b) The selected Bidder commits a breach of any of the representations and services as stipulated in Contract / Agreement, to be entered in the form as provided in Annexure-12. c) The Bidder goes into liquidation, voluntarily or otherwise. d) An attachment of legal nature or otherwise is levied or continues to be levied for a period of seven days upon effects of the bid. e) The progress regarding execution of the order accepted, made by the selected Bidder is found to be unsatisfactory. f) Serious discrepancy in functionality of any service, which has an impact on the Banks equipments in production environment; g) If for any reason, the Contract is cancelled, IDBI Bank reserves the right to get the works executed through alternate sources at the risk, cost and responsibility of the Successful Bidder. IDBI Bank reserves the right to recover any dues payable by the selected Bidder from any amount outstanding to the credit of the selected Bidder, including the pending bills and/or invoking the Bank guarantee under this RFP as well as blacklisting the Bidder.

5.10 After the award of the contract, if the selected Bidder does not perform satisfactorily or delays execution of the contract/violates the contract, IDBI Bank reserves the right to get the balance/ full contract executed by another party of its by giving one month’s notice for the same. In this event, the selected Bidder is bound to make good the additional expenditure, which IDBI Bank may have to incur in executing the balance/ full contract. This clause is applicable, if for any reason, the contract is cancelled.

In case the software solution supplied is not in accordance with the requirement, and/or do not achieve the guaranteed performance as specified herein, the selected bidder shall forthwith replace/provide such software solution at no extra cost to the Bank without prejudice to the other remedies as may be available to the Bank under the contract.

5.11 Performance Security 5.11.1 The successful Bidder shall furnish the performance security within 10 days of the receipt of acceptance by Bank, as per the format in Annexure-16 . The value of the Performance Bank Guarantee to be submitted will be Rs 50lacs. The performance security shall be denominated in Indian Rupees and shall be in the

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs form of a Bank Guarantee issued by a scheduled commercial Bank and directly forwarded by the issuing Bank to IDBI Bank. 5.11.2 The proceeds of the performance security shall be payable to Bank as compensation for any loss or damage resulting from the Bidder's failure to complete its obligations under and in accordance with the Contract. 5.11.3 The Performance Bank Guarantee should be valid for a period of contract period + 180 days from the date of expiry of the Contract period. 5.11.4 Failure of the successful Bidder to comply with the requirement of the Performance Bank Guarantee shall constitute sufficient grounds for the annulment of the contract and forfeiture of the Bid Security, in which event Bank may award the Contract to the next best evaluated Bidder or call for new bids. Any decision in this regard by Bank shall be final, conclusive and binding on the Bidder.

5.12 Indemnity The Selected/successful Bidder shall unconditionally and irrevocably, (jointly and severally in case of partnership concerns) indemnify IDBI Bank, its affiliates, subsidiaries, successors, assigns, officers, directors and employees, against any claims, losses, costs, actions, suits, damages and or otherwise including but not limited to those from third parties or liabilities of any kind howsoever suffered arising out of or incurred inter alia during and after the Contract period including but not limited to third-party claims due to unauthorized disclosure of Confidential Information, violation of any trademarks, patents, copyrights, permissions, consents, approvals and license from all authorities, both regulatory / statutory and non- regulatory, and shall always keep IDBI Bank ,its affiliates, subsidiaries, successors, assigns, officers, directors and employees, indemnified at all times, from and against all claims, losses, damages, costs, actions, suits, compensation or expenses or otherwise, if any, that IDBI Bank may incur by reason of any action, proceedings which may be brought by or against or taken against IDBI Bank by anybody including the customers for anything of any nature whatsoever. This clause shall survive the termination of the Contract for any reason whatsoever. The Selected Bidder shall execute a Deed of Indemnity in the form and manner as given in Annexure-13.

5.13 Intellectual Property Rights and Patent Rights

The bidder should ensure all the products / services / technology platforms etc should be owned or should have rights to use & distribute to their customers. 5.13.1 The successful bidder shall indemnify the Bank against all third party claims of infringement of patent, trademark or industrial design rights arising from use of the Goods, or any part thereof in India. 5.13.2 The successful Bidder shall ensure that while it uses any software, hardware, processes or material in the course of performing the Services, it does not infringe the Intellectual Property Rights of any person and the Bidder shall keep the Purchaser indemnified against all costs, charges, expenses, liabilities, claims, damages, litigations, suits, judgments and/or otherwise howsoever, arising out of any illegal or unauthorized use (piracy) or in connection with any claim or proceedings relating to any breach or violation of any permission/license terms or infringement of any Intellectual Property Rights by the Bidder or any sub-Bidder during the course of performance of the Services. 5.13.3 In the event of any claim asserted by a third party of infringement of trademark, trade names, copyright, patent, intellectual property rights or industrial drawing/design rights arising from the use of the Services/Systems or any part thereof in India, the Bidder shall act expeditiously to extinguish such claim. If the Bidder fails to comply and Purchaser is required to pay compensation to a third party resulting from such

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs infringement, the Bidder shall be responsible for the compensation including all expenses, court costs and lawyer fees. Purchaser will give notice to the Bidder of such claim, if it is made, without delay.

5.14 Support from the Bidder

5.14.1 Additional software support like Modifications / updates / enhancements as per the industry standard, to the package, if any, is to be provided to the Bank free of cost during contract period. 5.14.2 The Bank reserves the right to modify/update the parameter files/configuration with required awareness of its consequences and any such modification/ updation will be recorded for information of the selected bidder. 5.14.3 Any corruption in the Software or media shall be rectified during the full period of the contract, if contracted, at no extra cost to the Bank. In case of any upgradations to Hardware, O/S, RDBMS, application software result in recompilation / necessary modification of the END TO END Reconciliation Solution for Debit Card Transactions and ATMs, then the bidder has to re-compile and re-install the entire solution, without Compromising any of the features of the running version of the software without any additional cost to the Bank during the contract period. 5.14.4 Regulatory changes, if any, due to changes in the law or provisions or directions introduced/issued by Government of India, State Governments, other Governmental authorities, , 's Association, other regulatory authorities or industry level changes are to be effected in the software. In such a case, they have to be effected by the bidder at no extra cost to the Bank during the contract period. 5.14.5 The Bidder shall provide a proven / tested Business Continuity Plan for END TO END Reconciliation Solution for Debit Card Transactions and ATMs so that Banks interests are not jeopardized in case of disruption in working. 5.14.6 The bidder shall furnish list of their service/support centers along with contact person, contact nos. and address, e-mail id etc. The bidder shall also provide the escalation chart with the details of contact persons to enable the Bank to escalate the problems for speedy resolution. The bidder shall specify the availability and details of Technical expertise (personnel). Bidder to support the Bank, with additional manpower during smooth implementation of the solution.

5.15 Important instructions to be adhered to by the bidder: All tools, testing instruments etc., as required during all operations, shall be provided by the selected bidder at no extra cost to the Bank for completing the scope of work as per this RFP. The selected Bidder shall take all steps to ensure safety of their and the Bank’s personnel during execution of the contract and also be liable for any consequences due to omission or act of the selected bidder. The selected bidder shall also ensure cleanliness of the site (work area) during execution of the contract. Only licensed copies of the software shall be supplied and all software supplied shall be of latest version with latest patches. The selected bidder should take all care not to hamper the working of our Bank. Any interruption in the working of the office has to be foreseen by the selected bidder and the same has to be brought to the notice of the Bank in writing and only on approval by the Bank, the selected bidder shall proceed ahead. The selected bidder shall always take prior permission of the premises in charge of the Bank before starting any work. The selected bidder shall supply identity cards to all their employees scheduled to work in the Bank’s premises and formally submit request letter to the Bank’s official for permitting access. The selected bidder shall abide by the security rules & procedures of the Bank. Any requirement of working after office-hours and on holidays of the Bank shall be

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs foreseen and a request in writing shall be made to the Bank in advance and obtain permission from the Bank. The selected bidder shall be fully responsible for supply, installation, migration, commissioning and maintenance of the solution including testing. The Bidder shall specify in the Technical bid the necessary space and facilities required by them at the time of installation and also other facilities required. The bidder shall submit details of such performance parameters for the modules / services offered by them along with the Technical bid, otherwise, the bid is liable for rejection. The bidder shall furnish the performance parameters of the solution (Modules and services) and certify the same. They shall submit documentary evidence for the same. However, the bidder is bound to demonstrate the performance to the bank, if requested. The Bank will not be obliged to meet and have discussions with any bidder and / or to entertain any representations.

5.16 Responsibilities of the selected bidder The selected bidder shall own the responsibility to demonstrate that the product offered are as per the specification/performance stipulated in this RFP and as committed by the bidder, either at site or in his works without any extra cost to the Bank. However the Bank will bear the travelling, boarding and lodging cost related to its own personnel. The selected bidder shall provide all other required softwares, as per the intent of this RFP, whether or not explicitly mentioned in this RFP, to ensure the intent of specification, completeness, operability, maintainability and upgradeability of the END TO END Reconciliation Solution for Debit Card Transactions and ATMs. Publicity of any kind by the bidder in which the name of the Bank is to be used will be done only with the explicit written permission of the Bank. The bidder shall guarantee that Software and other such items supplied to the Bank are licensed and are legally obtained and that they will not require further licensing costs, any other costs or any other software/hardware purchase to meet the above mentioned guarantees. Selected Bidder shall submit PAN number, Service Tax number/Sales Tax number etc. Wherever applicable the selected Bidder shall submit the relevant test certificate / guarantee Certificate/ licenses along with the supplies, installation and acceptance, as applicable.

5.17 Execution Of Non Disclosure Agreement The Successful Bidder should execute Non- Disclosure Agreement (NDA) as per Annexure-14 at the time of signing of the contract.

5.18 Dispute Resolution 5.18.1 All disputes arising out of or in respect of this bid shall be deemed to have arisen in Mumbai and only the Courts in Mumbai alone shall have the jurisdiction to determine the same. The governing law shall be Indian Law. 5.18.2 The disputes or differences whatsoever arising between the IDBI Bank, Bidder / successful Bidder, out of or relating to the Service(s) construction, meaning and operation or effect of the contract or the breach thereof which cannot be settled amicably, shall be settled by arbitration in accordance with Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof and the award made in pursuance, shall be binding on them. 5.18.3 The arbitration shall be in English language. The venue of arbitration shall be at Mumbai. The Bidder agrees that pending arbitration, contract and related services shall continue. The arbitration expenses shall be shared equally between parties. Each

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs Party to the dispute shall appoint 1 arbitrator each and the two arbitrators shall jointly appoint the third or the presiding arbitrator. In case, the Bidder/Successful Bidder fails to appoint its arbitrator or any conflict in the appointment of the arbitrator, sole arbitrator appointed by IDBI Bank will arbitrate the matter and decision of such arbitrator shall be binding on the parties. 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. Subject to the above, the courts of law at Mumbai alone shall have the jurisdiction in respect of all matters connected with the Contract. 5.18.4 The Successful Bidder(s) shall not be entitled to suspend the Service(s) or the completion of the job under the Contract, pending resolution of any disputes between the Parties, unless otherwise directed in writing by the Bank or unless the matter is such that the Service(s) cannot possibly be continued until the decision of the arbitrator is arrived at. However during such a contingency, the Bank shall be entitled to make alternative arrangements to tackle the situation in any manner it deems fit, at the cost of the Bidder, so that the business of the Bank is not disrupted.

The venue for arbitration shall be the sole discretion of the Bank. The provision under this section shall survive the Contract

5.19 Execution of Service Level Agreement The Bidder should execute a Service Level Agreement in the form and manner as may be given by Bank, which would include all the services and terms and conditions of the services to be extended as detailed herein and as may be prescribed by the Bank. The Bidder will execute SLA within 15 days from the date of acceptance of contract. This RFP document and subsequent corrigendum/s (if any) will become integral part of SLA.

5.20 The Bidder should ensure payment of minimum wages to their employees who are engaged in Bank’s establishment sites in consonance with the rules prescribed by Central Government from time to time. The duty hour of the employee should also be in conformity with the Central Government Minimum Wages Act. A declaration to this effect has to be submitted by the Bidder while responding to this RFP.

5.21 Penalty The bidder should provide uninterrupted services for ensuring implementation and maintenance of the Reconciliation Services as per the requirements of this RFP. The Bank also has the right to invoke the performance guarantee Inability of the bidder to either ensure deliverables as per specifications within defined timelines or to meet the service levels as specified in this RFP shall be treated as breach of contract and would invoke. Penalties on delay will be applicable when the delay is not attributable to the Bank.

The turnaround time for reconciliation of any transaction shall be T+1 day. The unreconciled transactions have to be handled as follows: i. By credit adjustment/debit adjustment with the concerned network in case of other network acquirer transactions strictly as per the network guideline. ii. By credit/debit of the cardholders account in case of issuer transactions. Debit to the cardholders account immediately and credit to the cardholders account based on the time-line specified by the Bank. The bidder has to reconcile the transactions and resolve the complaints of the customers within the time line specified by RBI and the network in case of Acquirer transactions.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs iii. The shortages found in the ATMs are to be parked in the ATM MSP bidder shortage account in the case of offsite and MOF ATMs and branch shortage account in case of branch ATMs. The parking of these shortages is done by providing Bank with the uploadable file. These shortages have to be subsequently recovered by doing the necessary follow-up with the branch / MSP vendor / MOF vendor. iv. The excesses found in the ATMs have to be parked in the ATM excess account by providing an uploadable file. These excesses have to be used subsequently for resolution of disputes. The Network Settlement Accounts are to be reconciled within T+5 days and should not exceed under any circumstances. In case of delay in reconciliation beyond T+5 days for the accounts mentioned above, penalty would be imposed on the bidder for the un- reconciled accounts due to the reasons attributable to the bidder, as decided by the Bank as given in the below table.

ATM Accounts:

Sr No. Period Penalty Amount (Per

Day/ATM) 1 6th Day to 15th Day Rs.15/- 2 16th Day to 1 Month Rs.20/- 3 Beyond 1 Month up to 2 Months Rs.25/- 4 Beyond 2 Months up to 3 Months Rs.30/ - 5 Beyond 3 Months Rs.50/ - Network Settlement Accounts : Sr No. Period Penalty Amount (Per Settlement A/c) 1 6th Day to 15th Day Rs. 2,500/- 2 16th Day to 1 Month Rs. 5,000/ - 3 Beyond 1 Mont h Rs.10,000/ -

Besides the above, the Penalty and loss of transaction amount borne by the Bank would be recovered from the bidder under following circumstances:- a) Failure of settlement of claims lodged within the stipulated time frame. b) Non representment of successful transaction to other Banks’ within stipulated time c) Erroneous / wrong representment of failed transaction. d) Losses on account of Shortages borne by the bank will be recovered in the event of:- i. Non-reporting of shortages found in reconciliation of ATM transactions within 5 days. ii. Non-reporting of differences /shortages upon ledger balancing of ATM accounts within 5 days. iii. Non-reporting of error and differences in the CBR submitted by the ATM bidder within 2 working days of receipt of the CBR. e) Any amount identified by the Bank as shortage at any point of time during the contract period which is not reported by the bidder will be recovered from the bidder. f) The bidder will also be liable to bear the actual loss on account of wrongful/excess credits or wrong/delayed reporting in reconciliation/dispute process activities undertaken by the bidder due to the reasons attributable to the bidder. g) Penalty / Claim Amount as per the BO advisory or by any regulatory body. h) Penalty on account of RBI directives/Network regulations : The penalty/compensation payable to the cardholders as per RBI directives present and future, for delayed settlement of failed ATM transactions has to be borne by the

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs bidder. The penalty payable to NFS for delayed processing of credit adjustment in case of Acquirer transactions has to be borne by the bidder. In addition to the above existing guidelines of RBI / Network the penalty payable due to modification/introduction of new guidelines by RBI/existing network/new network which the Bank may join, will be to the account of the bidder.

The penalty would be calculated and will be recovered from the billing amount payable to the bidder. The penalty mentioned above would be over and above the penalty/compensation payable to Cardholders as per RBI directives/penalty payable as per network regulations.

The bidder will be responsible for the activities done by the manpower deployed. In case any wrong credits are done, or wrong chargebacks are accepted, or the chargebacks / representment done in the networks are in wrong code due to which they are rejected and if any of the activities even other than the one specified above result in financial loss to the Bank, then the same will be recovered from the bidder.

5.22 Audit

The bidder shall allow the Bank, its authorized personnel, its auditors (internal and external), authorized personnel from RBI / NPCI, other regulatory & statutory authorities to conduct the audit of the operations and grant unrestricted right to inspect and audit the operations and records directly related to the services.

5.23 Reference Checks Bidders are required to provide reference of the clients for whom they have provided similar solution. All the details of references mentioned in Annexure-3 should be provided along with the names and contact details of persons who will be available for discussions. The Bank may contact these reference sites to obtain information on Services and Support being provided by the Bidder. Bidders will co-ordinate with the reference sites and arrange the visits on request from the Bank. The cost incurred by the evaluation team representing the Bank, for the reference site visits, will be borne by the Bank.

5.24 Solicitation of Employees Both the parties agree not to hire, solicit, or accept solicitation (either directly, indirectly, or through a third party) for their employees directly involved in this contract during the period of the contract and one year thereafter, except as the parties may agree on a case-by-case basis. The parties agree that for the period of the contract and one year thereafter, neither party will cause or permit any of its directors or employees who have knowledge of the agreement to directly or indirectly solicit for employment the key personnel working on the project contemplated in this proposal except with the written consent of the other party. The above restriction would not apply to either party for hiring such key personnel who (i) initiate discussions regarding such employment without any direct or indirect solicitation by the other party (ii) respond to any public advertisement placed by either party or its affiliates in a publication of general circulation or (iii) has been terminated by a party prior to the commencement of employment discussions with the other party.

5.25 Publicity

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs Any publicity by the Bidder in which the name of IDBI Bank is to be used should be done only with the explicit written permission of IDBI Bank.

5.26 Force Majeure

The Bidder shall not be liable for forfeiture of its performance security, liquidated damages or termination of contract for default, if and to the extent that it’s delay in performance or other failure to perform its obligations under the contract is the result of an event of force Majeure. For purposes of this Clause, "Force Majeure" means an event beyond control of the Bidder and not involving the Bidder's fault or negligence and not foreseeable. Such events may include, but are not limited to, Acts of God or of public enemy, acts of Government of India in their sovereign capacity, acts of war, fires, floods and freight embargoes. If a Force Majeure situation arises, the Bidder shall promptly notify IDBI Bank in writing of such conditions and the cause thereof within 15 (fifteen) calendar days. Unless otherwise directed by IDBI Bank in writing, the Bidder shall continue to perform its obligations under the Contract as far as it is reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event. In such a case, the time for performance shall be extended by a period(s) not less than the duration of such delay. If the duration of delay continues beyond a period of one month, IDBI Bank and the Bidder shall hold consultations with each other in an endeavor to find a solution to the problem. Notwithstanding the above, decision of IDBI Bank shall be final and binding upon the Bidder.

5.27 Ownership and Retention of Documents a) IDBI Bank shall own the documents, prepared by or for the Bidder arising out of or in connection with the Contract. b) Forthwith upon expiry or earlier termination of the Contract and at any other time on demand by IDBI Bank Ltd, the Bidder shall deliver to IDBI Bank all documents provided by or originating from IDBI Bank 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 IDBI Bank at no additional cost. c) The Bidder shall not, without the prior written consent of IDBI Bank, store, copy, distribute or retain any such Documents. d) Bidder shall preserve all documents provided by or originating from IDBI Bank and all documents produced by or from or for the Bidder in the course of performing the Service(s) in accordance with the legal, statutory, regulatory obligations of IDBI Bank in this regard.

5.28 Tenure of the Contract The contract shall be for a period of 3 years (unless terminated by the Bank before that date). However, after completion of initial contract, Bank reserves its right to extend the contract on the terms and conditions mutually agreed between the Bank and the Successful Bidder, for further period of one to three years at mutually agreed terms. During shifting of the services to new agency, the Bidder shall provide necessary help for smooth switch over, and necessary training to Bank’s staff. In case the contract is shifted to another bidder after the expiry or termination of the contract, the bidder will ensure smooth migration of the database / data tables to a different platform or server if required or as deemed necessary by the new bidder at no additional cost to our Bank.

5.29 Payment terms The terms of payment will be as follows:

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs i. No Advance will be paid. ii. The bidder is expected to raise invoice giving daily break-up of transactions by first week of every month iii. The invoice will also show the penalty amounts and the net amount payable by the bank. iv. The payments will be on monthly billing basis and will be settled within 30 days of receipt of invoice/bills with complete details. v. IDBI Bank reserves its right to recover the penalty or damages by any mode including adjusting from any payments to be made by IDBI Bank towards settlement of monthly bills of the selected bidder. vi. All taxes and levies shall be deducted at source as per applicable/current tax rate while making any payment, unless the Service Provider produces the certificates to the contrary from the Income Tax authorities. vii. No order or bill payment on sister concern/associate company would be released by IDBI Bank.

5.30 Taxes

5.30.1 The quoted prices shall be excluding service tax, Octroi and treated inclusive of exchange rate fluctuations, all other taxes, statutory liabilities, etc. If any tax is levied by virtue of law in force after awarding of the Contract, it will be borne by the Bidder and Bank will not incur any liability. In case Bank has to pay such taxes/dues for restoration of Services, it will have right to deduct the same from the amount payable to the Bidder. 5.30.2 Bidder will be entirely responsible for all applicable taxes, duties, levies, imposts, costs, charges, license fees, road permits etc., in connection with delivery of equipment at site including incidental services and commissioning. Payment of octroi /entry tax, if applicable, will be made at actual, on production of suitable evidence of payment by the Bidder. 5.30.3 Income / Corporate taxes in India: The Bidder shall be liable to pay all corporate taxes and income tax that shall be levied according to the laws and regulations applicable from time to time in India and the Price Bid by the Bidder shall include all such taxes in the Contract price. 5.30.4 Tax deduction at Source: Wherever the laws and regulations require deduction of such taxes at the source of payment, Purchaser shall effect such deductions from the payment due to the Bidder. The remittance of amounts so deducted and issuance of certificate for such deductions shall be made by Purchaser as per the laws and regulations in force. Nothing in the Contract shall relieve the Bidder from his responsibility to pay any tax that may be levied in India on income and profits made by the Bidder in respect of this Contract. 5.30.5 The Bidder’s staff, personnel and labour will be liable to pay personal income taxes in India in respect of such of their salaries and wages as are chargeable under the laws and regulations for the time being in force, and the Bidder shall perform such duties in regard to such deductions thereof as may be imposed on him by such laws and regulations. 5.30.6 The Bidder agrees that he shall comply with the Income-tax Act in force from time to time and pay Income -tax, as may be imposed / levied on them by the Indian Income Tax Authorities, for the payments received by them for the works under the Contract. 5.30.7 Should the Bidder fail to submit returns/pay taxes in times as stipulated under the Income -tax Act and consequently any interest or penalty is imposed by the Income- tax authority, the Bidder shall indemnify Purchaser against any and all liabilities or claims arising out of this Contract for such taxes including interest and penalty any such Tax Authority may assess or levy against the Purchaser/ Bidder.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 5.30.8 The Purchaser shall if so required by applicable laws in force, at the time of payment, deduct income tax payable by the Bidder at the rates in force, from the amount due to the Bidder and pay to the concerned tax authority directly.

5.31 Project Timelines:

The entire project is to be implemented within 3 months from the date of acceptance of the contract. The selected bidder has to submit the project plan accordingly in consultation with the Bank and get it approved.

5.31.1 System Requirements Study The selected Bidder, with the assistance of the Bank shall conduct a detailed study of System requirements vis-a–vis the features in the solution offered by them for configuring the solution in tune with the Bank’s present and future requirements as specified in this document. The Bank will review the SRS and suggest changes, if any, to be incorporated for finalizing the customisation required.

5.31.2 Gap Analysis And Resolution After completing the System requirements study, the selected Bidder will conduct the gap analysis between the solution and the requirements of the Bank. During the Gap analysis, the Selected Bidder and the Bank jointly walk through the application software to ascertain the extent of gaps between the Bank’s requirements and the features available in the application software and thereafter list out the extent of customisation required. The selected Bidder in this regard will be guided by the scope of the RFP document. The selected Bidder to provide the Bank with the gap identification report along with the necessary customisation required to bridge the gaps within the time frame of the project.

5.31.3 Customisation: The selected bidder to ensure that they have the necessary infrastructure and people in place to complete the customisation. The selected Bidder after customizing Software as per SRS will deliver the customized software to the Bank for conducting Acceptance Test. The Bank may during the process of implementation identify gaps that may not have come to light earlier and the Bidder must also undertake modification/customisation of such gaps that may be brought to the notice of Bidders during project implementation. The Bidder must carry out all such modifications, customisation at no additional cost.

5.31.4 System Acceptance Testing: Each module function would be evaluated by the Bank in detail and therefore the bank would require sufficient time period to evaluate the complete solution. The evaluation period will not commence until the selected bidder has installed the fully customized product at the production site. The Bank retains the right to reject the system in its entirety during the contract period for a full refund in case of unsatisfactory performance of the bidder software solution. Any penalties arising on account of unsatisfactory performance will be recovered by invoking the Performance Guarantee submitted. During the acceptance test to be conducted on END TO END Reconciliation Solution for Debit Card Transactions and ATMs, the supplier must provide at least two expert personnel at

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs the site on a full time basis at no extra cost. These personnel will be responsible for all the necessary support to complete the acceptance test on the solution.

5.31.5 Acceptance Test Procedure: The Acceptance Test Procedures (ATP) to demonstrate the feature and capabilities of solution supplied and installed by the selected bidder for END TO END Reconciliation Solution for Debit Card Transactions and ATMs as detailed in Annexure-2 and 3 and as committed in the bid and as agreed upon after final bid evaluation, shall be submitted by the selected bidder within two weeks from the effective date for the Bank's review and clearance. The ATP shall be finalized on mutual agreement with the selected bidder. The Bank reserves the right to audit the software by external/internal auditors and any gaps/discrepancies found during the audit are to be rectified by the bidder.

5.31.6 Pilot Implementation: After completing the Test in simulated environment, the selected Bidder will port the fully customized software solution in the live server at Production Site to take the project forward for pilot implementation. The selected Bidder shall set all the parameters in the applications as accepted in the test environment. The Bidder shall fix the Bugs detected during pilot implementation and carry out the necessary rectifications wherever necessary and deliver patches/version towards changes effected. The Bank shall test patches / version to ascertain the changes made, bugs fixed and to ensure that there is no regression in the software solution. Proper documentation is to be maintained.

5.31.7 Interfaces The selected bidder will be responsible for developing, testing and maintaining the interfaces required with other softwares of the Bank. While developing the Interfaces the bidder will take measures to ensure integrity and the confidentiality of the data. Such interfaces have to be delivered to the Bank along with the customized software solution.

5.31.8 Roll Out After successful completion of pilot implementation, Bank with the assistance of selected bidder, shall commence rollout of solution

5.31.9 Project Completion The project will be deemed as completed only after 1. The project scope and requirements are met in full and the deployment of END TO END Reconciliation Solution for Debit Card Transactions and ATMs is completed in all respects as per RFP and SRS. 2. Seven full cycle for each module is completed in LIVE environment.

5.31.10 Acceptance By The Bank The acceptance tests as detailed above shall be conducted for END TO END Reconciliation Solution for Debit Card Transactions and ATMs. Pending completion of acceptance tests, the bank reserves the right to use the software solution and such usage shall not be deemed as acceptance of the system by the selected bidder. If any errors / bugs detected during acceptance testing, schedule to be revised at the cost of the selected bidder. The date on which the acceptance certificate is signed shall be deemed to be the date of successful commissioning of the Systems .

5.32 Operationalization of Services:

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs The Contract period will commence from the next calendar day of signing off the UAT by the Bank. The UAT signing will be treated as cut-off date from which the services of bidder will be operationalized. The payment to the bidder shall commence from the next calendar day of signing of the UAT by the Bank. The Bank would continue its existing activities of reconciliation, balancing etc. till the cut-off date i.e. date of signing of the UAT that is the date of taking over of the operations by the bidder. The backlog of reconciliation, balancing if any, prior to the cut-off date would be cleared by Bank’s team. The Bank may consider cancellation of the contract in case of undue delay on part of the bidder for completing the activities. Under such circumstances the contract will be offered to L2 bidder if the L1 price is matched by him.

5.33 Payment Terms:

In consideration of the Successful Bidder providing deliverables and services and performance of the obligations as set out in this RFP/the Contract, the Bank shall pay to the Successful Bidder the fees as agreed. The Successful Bidder shall raise monthly invoices. It is agreed that the Bank shall make payments for all undisputed invoices to the Successful Bidder in accordance with the payment terms. The Bank shall make the payment to the Bidder deducting penalties, if any, within a period of 30 days. All the payments to the Successful Bidder shall be subject to the performance of the Services to the satisfaction of IDBI Bank.

5.34 Sole Responsibility of the bidder: The bidder should provide detailed information of the manpower proposed during the contract period to be deployed for delivery of services and performing contract terms. Further, the bidder would be solely responsible for delivering the services Scoped as per Service Level Agreement and for the acts of the personnel engaged for delivering such services to the Bank and would indemnify for the losses incurred by the Bank due to the acts and omissions of such personnel whether employed by the bidder or sub-contracted.

5.35 Notices:

Notice or other communications given or required to be given under the Contract shall be in writing and shall be hand-delivered with acknowledgement thereof, or transmitted by pre-paid registered post, or by facsimile, provided that where such notice is sent by facsimile, a confirmation copy shall be sent by pre-paid registered post within five days of the transmission by facsimile, to the address of the receiving party by the other in writing. Any notice or other communications shall be deemed to have validly given on date of delivery if hand-delivered; if sent by registered post, then on the expiration of seven days from the date of posting; and if transmitted by facsimile, then on the next business date after the date of transmission. For the purpose of all notices, the following shall be address of the Bank and the selected bidder:

The Bank:

The Deputy General Manager, IDBI Bank Card Division, Central Processing Unit

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs Plot No 90, Road No 7, Street No 15 MIDC, Andheri East Mumbai – 400093

Selected bidder:

(To be filled in at the time of contract)

5.36 Assignment The Successful Bidder shall not assign to anyone, in whole or in part, its obligations to perform under the Contract/RFP, except with the Bank’s prior written consent

5.37 Insurance The Successful Bidder shall 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 Contract.

5.38 Expenses for the Contract The incidental expenses of execution of Contract including but not limited to payment of proper stamp duty shall be borne by the Successful Bidder.

5.39 Representations and Warranties 5.39.1 In order to induce IDBI Bank to enter into the Contract, the Bidder hereby represents and warrants the following: 5.39.2 It is duly organized and validly existing company under Indian Laws. 5.39.3 It has power and authority to execute and deliver the Contract/the presents and has taken all necessary steps to authorise execution, delivery and performance of the presents. 5.39.4 It meets the requisite eligibility criteria as set out in the RFP. 5.39.5 It is not involved in any major litigation and no litigation and/or investigation is threatened against it. That the existing or threatened litigations or investigations do not have an impact of affecting or compromising the performance and delivery of Service(s) under the presents. 5.39.6 The representations made by it in its Bid are and shall continue to remain true and fulfil all the requirements as are necessary for executing the duties, obligations and responsibilities as laid down in the Contract and RFP and unless IDBI Bank specifies to the contrary. It has not suppressed any information, which is within the knowledge of the Bidder. 5.39.7 The execution of the Service(s) herein is and shall be strictly in accordance and in compliance with all applicable laws, as amended from time to time, the regulatory framework governing the same and the Good Industry Practice. It has all permissions,

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs consents, approvals and license from all authorities, both regulatory/statutory and non- regulatory, for executing the Service(s); 5.39.8 It is authorized and legally eligible and otherwise entitled and has power and authority to do all things necessary and appropriate and to consummate the Service(s). 5.39.9 neither the execution and delivery of the Contract nor the Bidder’s compliance with or performance of terms and provisions of the Contract shall contravene any provisions of law or any order, writ, injunction or decree of any Court or Government authority nor shall it violate any provisions of its constitutional documents or any agreement or arrangement to which the it is a party. 5.39.10 That the Bidder shall procure all the necessary permissions and requisite authorities approvals, consents, no objections and licenses for use of various software and any copyrighted process/product free from all claims, titles, interests and liens thereon, and shall keep IDBI Bank, its directors, officers, employees, representatives, consultants and agents indemnified in relation thereto. 5.39.11 That the Bidder certifies that all registrations, recordings, filings and notarizations of the Contract and all payments of any tax or duty, including without limitation stamp duty, registration charges or similar amounts which are required to be effected or made by the Bidder which is necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Contract have been made by him/her/it. 5.39.12 That the Bidder confirms that there has not and shall not occur any execution, amendment or modification of any agreement/contract without the prior written consent of IDBI Bank, which may directly or indirectly have a bearing on the Contract or Service(s). 5.39.13 The Services under outsourced model offered to the Bank under this RFP do not violate any provisions of the applicable laws, regulations or guidelines including laws relating to intellectual property rights, legal and environmental. In case there is any violation of any law, rules or regulation, which is capable of being remedied the same will be got remedied immediately during the implementation, maintenance and contract period to the satisfaction of the Bank; 5.39.14 If it having been notified fails to remedy the defect(s) within the period specified, Bank may proceed to take such remedial action as may be necessary, at the Bidder’s risk and expense and without prejudice to any other rights which Bank may have against the Bidder under and in accordance with the Contract. 5.39.15 It has made or shall make all necessary arrangement for delivery of the Service(s). In case of failure on the part of Bidder to provide any material/service as mentioned, Bank has a right not to pay for such particular part of material/service and has also right to deduct penalties for such damages. Any decision of Bank in this regard shall be final, conclusive and binding on the Bidder.

5.40 Standard of Performance The Successful Bidder shall perform the Service(s) and carry out its obligations under the Contract/ this RFP with due diligence, efficiency and economy, in accordance with generally globally accepted techniques and practices used in industry and with professional engineering standards recognized by the international professional bodies as per Best Industry Practices. The Successful Bidder shall safeguard IDBI Bank's legitimate interests in any dealing with third parties.

5.41 Liquidated Damage/Penalty :

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 5.41.1 If the Successful Bidder fails to deliver or perform the Services as stipulated in the Contract, IDBI Bank shall, without prejudice to its other remedies available under the RFP/Contract, deduct as liquidated damages a equivalent to 0.50% of the billing amount for the preceding month subject to maximum of 10%, for each week of delay until satisfactory performance is ensured IDBI Bank reserves all the rights to levy the penalties under the Contract in case satisfactory services are not restored. 5.41.2 Bank is entitled to withhold or deduct liquidated damages from the price under the Contract or any other amount, which is due to Bidder from this Contract, or any other contract. 5.41.3 Any loss caused to the Bank or claims made against the Bank owing to non- performance of the Services by the Successful Bidder as per the Contract, or non- compliance of regulatory guidelines, will attract liquidated damages to the extent that the claim is made against the Bank. The Bank reserves the right to recover this amount from any dues payable or accrue to the Successful Bidder in future in any form. 5.41.4 Any financial loss to the Bank on account of fraud taking place due to Successful Bidder, its employees or their service providers negligence shall be recoverable from the Successful Bidder along with damages if any with regard to Bank’s reputation and goodwill.

5.42 Confidentiality: 5.42.1 The Bidder agrees that it shall hold in trust any Confidential Information received by it, under the RFP/Contract, and the strictest of confidence shall be maintained in respect of such Information. The Bidder also agrees: 5.42.1.1 to maintain and use the Information only for the purposes of the RFP/Contract and only as permitted by IDBI Bank; 5.42.1.2 to make copies of only such documents/paper as specifically authorized by the prior written consent of IDBI Bank and with the same confidential or proprietary notices as may be printed or displayed on the original; 5.42.1.3 to restrict access and disclosure of Information to such of their employees, agents, vendors, and Bidders strictly on a "need to know" basis, to maintain confidentiality of the information disclosed to them in accordance with this Clause and 5.42.1.4 to treat all Information as Confidential Information for a period of [3] years from the date of receipt. In the event of earlier termination of the Contract, the Parties hereby agree to maintain the confidentiality of the Confidential Information for a further period of [5] years from the date of such termination. 5.42.2 Confidential Information in oral form must be identified as confidential at the time of disclosure and confirmed as such in writing within [30] days of such disclosure. Confidential Information does not include information which: a the Bidder knew or had in its possession, prior to disclosure, without limitation on its confidentiality; b is independently developed by the Bidder without breach of the Contract/RFP c information in the public domain as a matter of law; d is received from a third party not subject to the obligation of confidentiality with respect to such information; e is released from confidentiality with the written consent of the IDBI Bank.

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 5.42.3 The Bidder shall have the burden of proving that all Clauses above are applicable to the information in the possession of the Bidder. 5.42.4 Notwithstanding the foregoing, the Bidder acknowledge that the nature of the service(s) to be performed under the Contract/RFP may require the Successful Bidder(s)’ personnel to be present on premises of IDBI Bank or may require the Successful Bidder(s)’ personnel to have access to computer networks of IDBI Bank while on or off premises of IDBI Bank. It is understood that it would be impractical for IDBI Bank to monitor all information made available to the Successful Bidder(s) under such circumstances and to provide notice to the Successful Bidder(s) of the confidentiality of all such information. Therefore, the Successful Bidder(s) agree(s) that any technical or business or other information of the Bank that the Successful Bidder(s)’ personnel, sub Bidders or agents acquire while on the IDBI Bank’s premises, or through access to IDBI Bank’s computer systems or databases while on or off IDBI Bank’s premises, shall be deemed Confidential Information. Confidential Information shall at all times remain the sole and exclusive property of IDBI Bank Upon termination of the Contract. Confidential Information shall be returned to IDBI Bank or destroyed, if incapable of return. The destruction shall be witnessed and so recorded, in writing, by an authorized representative of each of IDBI Bank and the Successful Bidder(s). Nothing contained herein shall in any manner impair rights of IDBI Bank in respect of the service(s), and documents, etc. 5.42.5 All the information relating to the Account holders (including but not limited to any information pertaining to the applicants) shall at all times remain Confidential Information and shall be held in trust by the Successful Bidder on behalf of IDBI Bank and the Bidder shall not use the same for any purpose other than for the performance of the Services and towards compliance of obligations under RFP/the Contract. 5.42.6 In the event that the Successful Bidders becomes legally compelled to disclose any Confidential Information, then such Bidder shall give sufficient notice to IDBI Bank to enable IDBI Bank to obtain protective order in order 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 the Contract 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 expiry, cancellation or termination of the Contract till such Confidential Information enters public domain or as stated above. 5.42.7 The provision of this clause shall survive termination of the Contract till such Confidential Information enters public domain.

5.43 Authorized Signatory The Successful Bidder shall indicate the authorized signatories who can discuss and correspond with IDBI Bank with regard to the obligations under the Contract/RFP. The Successful Bidder shall at the time of signing the Contract submit 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 IDBI 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 IDBI Bank.

5.44 Signing of Bid Each 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.

5.45 Inspection & audit of the services

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RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 5.45.1 IDBI Bank shall at all reasonable times have access to any site where the Successful Bidders are performing any of the Services and such person shall have the right to inspect such performance and all documentation related thereto and to make and retain copies of the aforesaid documentation. 5.45.2 The Successful Bidder shall be required to keep complete and accurate records of all the operations and expenses in connection with the Services provided to IDBI Bank. All such records shall be kept on file by the Successful Bidder for a minimum period of 3 (three) years from the date of the transaction. However the Bank may consider taking over the records from the Successful Bidder from time to time at its sole discretion. 5.45.3 The Successful Bidder shall, co-operate with IDBI Bank’s, internal or external auditor to assure a prompt and accurate audit. The Successful Bidder shall also co-operate in good faith with IDBI Bank to correct any practices which are found to be deficient as a result of any such audit within a reasonable time after receipt of IDBI Bank 's audit report. Such audits or reviews will be at the expenses of IDBI Bank. However, if the audit discovers discrepancies or overcharges, then upon completion of such audit or review, the Successful Bidder shall be bound and liable to reimburse to IDBI Bank such discrepancies or overcharges and for the cost of the audit. The Successful Bidder agrees to allow officers of IDBI Bank to inspect and make copies at their own cost, of the records relating to the Services performed/delivered by the Successful Bidder, maintained by Successful Bidder pursuant to the Contract/this RFP. The Bank reserves the right to inspect and satisfy itself with the arrangements made for proper & secure storage, usage and handling of data. In regards to the above, the Regulators and Government Authorities including RBI officials shall be entitled to conduct audits of the Successful Bidder at any point of time.

Compliance with RBI and other Regulatory requirements

IDBI Bank / Bidder shall individually obtain the necessary regulatory and statutory approvals from the RBI or other regulatory/statutory bodies, if any required, for the Services. Any demand for information regarding any of the matters to the extent mutually agreeable under this Agreement called for by the RBI or any other regulatory body shall be promptly responded to by the concerned Party. The Bidder undertakes to comply all the statutory and regulatory requirements under the Applicable Laws in connection with Services including Labour and Industrial Laws. All RBI guidelines on outsourcing shall ipso-facto form integral part of this Agreement and should be read as forming part of this Agreement and the Agreement will stand amended to be in conformity with RBI guidelines or guidelines applicable issued by any other Regulator.

Statutory Requirements and Right of inspection by RBI

a) The Agreement will be executed by abiding laws and the directive, instructions, guidelines issued by the Regulators (including RBI) and competent authority from time to time. During the tenure of the Agreement nothing shall be done by the Bidder in contravention of any law, act and/ or rules/regulations, there under or any amendment thereof governing inter-alia customs, foreign exchange, etc., and shall keep IDBI Bank, its directors, officers, employees, representatives, agents and consultants indemnified in this regard. b) During the tenure of the Agreement, Reserve Bank of India or one or more of its officers or any person authorized by it shall have the right to inspect the books and account of the Bidder including but not limited to the documents provided by IDBI Bank, record of transactions, and other necessary information given to, stored or

 IDBI BANK Ltd. Page-56

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs processed by the Bidder within a reasonable time. The Bidder shall preserve the information, documents and records in accordance with the legal, statutory, regulatory obligations as per applicable laws.

5.46 Relationship between the Parties: 5.46.1 Nothing in the Contract constitutes any fiduciary relationship between IDBI Bank and Successful Bidder/its team or any relationship of employer - employee, principal and agent, or partnership, between IDBI Bank and the Successful Bidder. 5.46.2 No Party has any authority to bind the other Party in any manner whatsoever, except as agreed under the terms of the Contract. 5.46.3 IDBI Bank has no obligation to the Successful Bidder’s except as agreed under the terms of the Contract. 5.46.4 All employees/personnel/ representatives/agents etc., engaged by the Successful Bidder for performing its obligations under the Contract/RFP shall be in sole employment of the Successful Bidder and the Successful Bidder shall be solely responsible for their salaries, wages, statutory payments etc. Under no circumstances, shall IDBI Bank be liable for any payment or claim or compensation (including but not limited to any compensation on account of any injury/death/termination) of any nature to the employees/personnel/representatives/agent etc. of the Successful Bidder. 5.46.5 The Successful Bidder shall not make or permit to be made a public announcement or media release about any aspect of the Contract unless IDBI Bank first gives the Successful Bidder its prior written consent.

5.47 Conflict of interest 5.47.1 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 the provisions of the Companies Act, 2013. 5.47.2 The Successful Bidder shall disclose to IDBI Bank in writing, all actual and potential conflicts of interest that exist, arise or may arise (either for the Successful Bidder or its team/agents/representatives/personnel etc.) in the course of performing the Services as soon as practical after it becomes aware of that conflict.

5.48 Contract Amendments No variation in or modification of the terms of the Contract shall be made except by written mutual consent signed by both the Parties i.e. the Successful Bidder and IDBI Bank. The Successful Bidder, however, agrees it shall be bound to amend the Contract, if so required by IDBI Bank, for giving effect to any amendment, modification etc. in the applicable laws including but not limited to amendment/modification etc. in the Reserve Bank of India Act, 1934/ the Banking Regulations Act, 1949 and/or to give effect to any modifications, amendments or fresh guidelines issued/imposed by RBI.

5.49 Termination

5.49.1 IDBI Bank may, without assigning any reasons, terminate the Contract by giving Successful Bidder, a prior and written notice of 3 months indicating its intention to terminate the Contract. 5.49.2 Bidder will provide all necessary assistance in ensuring a smooth transition of services, all data to the alternate Service Provider identified by the Bank in case of termination of contract or expiry of the contract period.

 IDBI BANK Ltd. Page-57

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 5.49.3 In the event of the happening of any events of the above nature, IDBI Bank shall reserve the right to take any steps as are necessary, to ensure the effective transition of the Service(s) to the next successor Bidder, and to ensure business continuity.

Termination for Insolvency: IDBI Bank may at any time terminate the Contract by giving written notice of [30] days to the Successful Bidder, indicating its intention of termination the Contract without compensation to the Successful Bidder, if the Successful Bidder becomes bankrupt or otherwise insolvent, provided that such termination will not prejudice or affect any right of action or remedy which has accrued or will accrue thereafter to IDBI Bank.

Termination for Default : IDBI Bank, without prejudice to any other right or remedy for breach of Contract, by a written notice of default sent to the Successful Bidder, may terminate the Contract in whole or in part.

Termination for other than Default : IDBI Bank, without prejudice to any other right or remedy and without assigning any reason, may at its sole discretion, serve upon the Successful Bidder a written notice of 30 (thirty) days, indicating its intention to terminate the Contract and may terminate the Contract in whole or in part without being liable or responsible to the Bidder in any manner whatsoever.

5.50 Consequences of Termination 5.50.1 In the event of termination of the Contract due to any cause whatsoever, [whether consequent to the stipulated term of the Contract or otherwise], IDBI 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 Successful 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 Successful Bidder in relation to the execution/continued execution of the scope of the Contract. 5.50.2 In the event of termination of the Contract due to efflux of time where the term is not extended by IDBI Bank, the Successful Bidder shall be obliged to provide all such assistance to the next successor Bidder or any other person as may be required and as IDBI Bank may specify including training, where the successor(s) is a representative/personnel of IDBI Bank, to enable the successor to provide adequately 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. 5.50.3 Where the termination of the Contract is prior to its stipulated term on account of a default on the part of the Successful Bidder or due to the fact that the survival of the Successful Bidder as an independent corporate entity is threatened/has ceased, IDBI Bank shall pay the Successful Bidder for that part of the Service(s) which have been authorized by IDBI Bank and satisfactorily performed by the Successful Bidder up to the date of termination. Without prejudice to any other rights, IDBI Bank may retain such amounts from the payment due and payable by IDBI Bank to the Successful Bidder as may be required to offset any losses caused to IDBI Bank as a result of any act/omissions of the Successful Bidder. In case of any loss or damage due to default on the part of the Successful Bidder in performing Services or any failure to perform any of its obligations under the Contract, the Successful Bidder shall compensate IDBI Bank for any such loss, damages or other costs, incurred by IDBI Bank. Additionally, the sub Bidder (if any) other members of its team shall continue to perform all its obligations and responsibilities under the Contract in an identical manner as were being performed hitherto before in order to execute an effective transition and to maintain business continuity. All permitted third parties shall continue to perform all/any functions as stipulated by IDBI Bank and as may be proper and necessary to

 IDBI BANK Ltd. Page-58

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs execute the Service(s) under the Contract in terms of the Successful Bidder’s bid and the Contract. 5.50.4 Nothing herein shall restrict the right of IDBI Bank to invoke the performance Bank guarantee and/or other guarantees, securities furnished, enforce the Deed of Indemnity and pursue such other rights and/or remedies that may be available to IDBI Bank under law or otherwise. 5.50.5 The termination hereof shall not affect any accrued right or liability of either Party nor affect the operation 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. 5.50.6 In the event of termination of this Contract for any reason whatsoever, IDBI Bank shall have the right to publicize such termination to caution the customers/public from dealing with the Successful Bidder.

5.51 Survival Any provision of the Contract/ this RFP (if any) which, either expressly or by implication, survive the termination or expiry of the Contract, shall be complied with by the Parties including that of the provisions of arbitration, indemnity, confidentiality, non-disclosure in the same manner as if the Contract/ RFP is valid, subsisting and in full force and effect. The provisions of the clauses of the Contract/ RFP in relation to documents, data, processes, property, Intellectual Property Rights, indemnity, publicity and confidentiality and ownership survive the expiry or termination of the Contract/ this RFP and in relation to confidentiality, the obligations continue to apply unless IDBI Bank notifies the Bidder(s) (including Successful Bidder) of its release from those obligations.

5.52 No Agency The Service(s) of the Successful Bidder herein shall not be construed as any agency of IDBI Bank and there shall be no principal agency relationship between IDBI Bank and the Successful Bidder in this regard.

5.53 No Set-off, counter-claim and cross claims. In case the Successful Bidder has any other business relationship with IDBI Bank, no right of set-off, counter-claim and cross-claim and /or otherwise will be available to the Successful Bidder. However, IDBI Bank shall have such rights against the Successful Bidder.

5.54 Key Performance Measurements Unless specified by IDBI Bank to the contrary (in writing), the Successful Bidder shall perform the Service(s) and carry out the Service(s) under and in accordance with the terms of the Contract and/or RFP.

5.55 Commencement and Progress The Successful Bidder shall proceed to carry out the Service(s) with diligence and care in accordance with any stipulation as to the time, manner, mode, and method of execution contained in the Contract/ RFP and shall meet the standards of good industry practice.

5.56 Start of Installation : Prior to taking up installation of any major component of work, the Successful Bidder shall submit to IDBI Bank his proposed procedures and obtain IDBI Bank's approval in writing.

 IDBI BANK Ltd. Page-59

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 5.57 Entire Contract The terms and conditions laid down in this RFP/the Contract and all annexure thereto shall be read in consonance with and form an integral part of the Contract. The Contract supersedes any prior contract, understanding or representation of the Parties on the subject matter.

5.58 Opening a Current account The successful Bidders shall agree to open a current account with the specified Branch of IDBI Bank Ltd. and all the payments to be made by IDBI Bank under this contract shall ordinarily be routed through the said current account.

5.59 Governing Law The Contract and any non-contractual obligations arising out of or in connection with the Contract shall be governed by the laws of Republic of India. This provisions shall survive the Contract.

5.60 Jurisdiction of Courts The courts at Mumbai shall have non-exclusive jurisdiction to determine any proceeding in relation to the Contract/this RFP. The provisions shall survive the Contract.

5.61 Suspension of Payment to the Successful Bidder IDBI Bank may by a written notice of suspension, suspend all payments to the Successful Bidder under the Contract, if the Successful Bidder fails to perform any of its obligations under the Contract, (including the carrying out of the Services) provided that such notice of suspension: i. Shall specify the nature of the failure and ii. Shall request the Successful Bidder to remedy such failure within a specified period from the date of issue of such notice of suspension.

 IDBI BANK Ltd. Page-60

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

Annexure – 1 (Offer Covering Letter) (To be included in Technical Bid)

Date: ______Place: ______

IDBI Bank Ltd. General Manager – CPU Mumbai, Sarju House, 6 th Floor, Plot No 90, Road No 7, Street No 15, Mahakali Caves Road, MIDC, Andheri East Mumbai- 400 093

Sir,

Sub: Your RFP for empanelment of bidder for “END TO END Reconciliation Solution for Debit Card Transactions and ATMs ”

After having gone through the RFP document and annexure thereto, for the aforesaid job, we in conformity with the RFP, offer to provide the Services(s) as described and defined in the RFP on the terms and conditions set for the same in the RFP document and for the sum / price indicated as per Financial Bid.

We agree to abide by this RFP and it shall remain binding on us. We note that (i) IDBI Bank reserve the right to offer the same type of services to L2/L3/L4/L5 bidder (ii) We also certify that the information/data/particulars furnished in our bid are factually correct. We also accept that in the event of any information/data/particulars proving to be incorrect, IDBI Bank Limited will have the right to disqualify us from the bid and (iii) IDBI Bank reserves the right to reject lowest and/or all other offers without assigning any reasons thereof.

i. We declare that our Enterprise/Unit has never been involved in any kind of frauds. ii. We have read the terms and conditions of the RFP document bearing Ref No. ………dated ……………. and accept the same. iii. We agree to enter into agreement to perform the aforesaid contract in the manner and to the satisfaction of the IDBI Bank. iv. The PRICE quoted in Financial Bid is total cost of providing the END TO END Reconciliation Solution for Debit Card Transactions and ATMs and Sufficient Manpower to run the daily operations using the system to submitted as per the format provided in Annexure 4 inclusive of taxes, levies, duties, insurance, transportation, freight, royalties, Installation and commissioning charges, if any, etc excluding service tax and Octroi if any. v. I/We agree to execute a contract in the form to be communicated by IDBI Bank, incorporating all agreements with such alterations or additions thereto as may be necessary to adapt such agreement to the circumstances of the standard and notice of the award within time prescribed after notification of your intention to accept this proposal.

 IDBI BANK Ltd. Page-61

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs vi. Until a formal contract is prepared and executed, this offer, together with Bank’s written acceptance thereof and Bank’s notification of award shall constitute a final, conclusive and binding contract upon us. vii. If any action is brought against IDBI Bank for infringement / violation, of the applicable laws in respect of the Service(s)/ our obligations, I/we shall defend the same at my/our cost and consequences and will indemnify IDBI Bank and shall hold IDBI Bank harmless of all the costs and other expenses that IDBI Bank may incur or suffer in this connection. viii. I/We undertake to you that, if my/our Bid/Proposal is accepted, I/we shall provide the Service(s) comprised in the Contract within timeframe specified, starting from the date of receipt of notification of award from IDBI Bank. ix. We enclose a Demand Draft /Bank Guarantee in lieu of EMD for Rs. 10,00,000/- in favour of IDBI Bank as EMD. x. In the event of our selection by the Bank for undertaking the Services set out in this RFP document , we will submit a Performance Guarantee for a sum equivalent to Rs. 50 Lacs for contract period and additional 180 days effective from the date of signing of the contract. xi. We agree that any decision of IDBI Bank Ltd. with regard to disqualification and rejection of our bid / offers shall be final, conclusive and binding on us and we shall not seek any clarification/reason and/or raise any objection thereto. xii. We enclose the following Demand Draft:

I) DD Number Dated for Rs.10,000/- (Rupees Ten thousand only) as Cost of RFP Document & II) DD Number Dated for Rs.10,00,000/-(Rupees Ten lacs only) as EMD .

Demand Drafts are issued in favour of IDBI Bank by…………………………………………………………..Bank ………………………………………………………………………………………… ………………Branch payable at Mumbai.

Dated this day of 20xx

Signature of the authorized person

Name of the signatory (in block capital letters)

Seal of the company 1 In accordance with the provisions for affixation of common seal as provided in the Articles of Association and to be supported by board resolution.

 IDBI BANK Ltd. Page-62

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

Annexure- 2

Functional Specifications

(To be included in Technical Bid) The number of marks attributable against various parameters is indicated in column – Marks

Description Marks General 20 ATM Transaction Reconciliation 30 Cash in ATM Balancing 40 Third party Reconciliation and Accounting 30 Monitoring Interchange and Switching Fees 15 Chargeback Management 30 Dispute & Claim Management 35 Point of Sale Transactions / E-Commerce Transactions 40 MIS / Reports 60 300

Ma Sr . Description Bidder Detailed rks No. Response Explanation (A/C/N) * About Deviation, If Not Complied

20 1 General

5 1.1 License based software for in house reconciliation of ATM transactions, Cash in ATM Balancing, Third Part Transactions Reconciliation, Chargeback Management, Dispute and Claim Management, Point of Sale transactions on various financial networks, MIS etc. 4-way reconciliation is to be done for ONUS and Acquirer transactions; 3-way reconciliation is to be done for Issuer – ATM and POS transactions. ATM cash balancing is to be done along with chargeback management / dispute resolution for all transactions, preparation of settlement vouchers, generation of uploadable files and exception reporting.

1 1.2 The software should have the provision to provide extensive financial reporting and Management Reporting.

 IDBI BANK Ltd. Page-63

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 5 1.3 The software should support existing financial network (Visa/MasterCard/Rupay/NFS/DFS/ Bancs/Cashnet/ Amex/Bilateral Consortium Networks/ Visa Card to card transfer/ Visa Money Transfer/ Cooperative Banks tie ups under NFS/ and addition of any other new tieups that may happen in future etc)

1 1.4 The software should include Safety features like password to users at different levels to enter/modify various parameters at different security levels should be available 1 1.5 The software should provide for Perfect matching of entries and Forced Matching (ignoring specified parameters)

1 1.6 Provision for matching of entries with any selected period (Day/Week//Month/Year etc.) either forward or backward and/or all periods should be available 1 1.7 Audit trails at the application level based on user, events, access to records and files etc.

1 1.8 Application user passwords should be internally encrypted.

1 1.9 If a wrong password is entered a predefined number of times (configurable), typically three, the login-id should be automatically deactivated for a significant period of time. 1 1.10 The software should force users to change their passwords after the expiry of a configurable period. 1 1.11 The software should automatically disconnect a log-on session if no activity has occurred for a period of time (configurable). 1 1.12 Modules meant for a particular level of authority should be available for operation to the user with that level of authority only. The software should allow giving module wise rights (add/delete/modify/view/print) for each user/ user group.

30 2 ATM Transactions Reconciliation

 IDBI BANK Ltd. Page-64

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 4 2.1 The software should be able to receive settlement files, chargeback claim file and raw data file and any other available required files from NPCI Net, NFS, DFS, Visa, Master, Rupay, Cashnet, Bancs, Amex, and other Bilateral Consortium Networks. The system should have the provision for enhancements for including any other network which the Bank decides to join in future and also make the modifications / alterations if the same is done in the existing network. 1 2. 2 The software should be able to store/retrieve the data received from Branches/Switch/GL & financial networks in specified File format with proper validation. 2 2.3 The system should be capable of performing 4 way reconciliation (i.e. Switch, CBS, EJ, and CBR) for ATM Transactions (ONUS and Acquirer Transactions- credit leg) and 3 way reconciliation ( i.e. Switch, CBS, and Network Switch) for Acquirer transactions- debit leg.

2 2.4 The unmatched entries upon completion of the four way reconciliation to force matched based on the parameters set by the Bank

1 2.5 Generation of un-reconciled entries report per ATM and ATM Network wise on daily basis.

2 2.6 Generation of uploadable files as per CBS format to post exception entries to CBS as per Bank’s Accounting System 2 2.7 For acquired transactions, uploading of t he chargeback received in the system and generation of the report for the same citing the status in the ATM and EJ 2 2.8 Generation of Accounting Entries for failed transactions for which chargeback is received from various financial networks

2 2.9 In case of acquiring transaction on Bank ATM, if the claim is payable from overage/excess amount for ATM for the day, the system should be capable to reduce the available balance after claim settlement (ATM suspense account).The system should also be capable of adding the fresh excess/ overages on a day to day basis 1 2.10 Check for duplicate posting for single claim, and also check to stop processing the same file more than once.

 IDBI BANK Ltd. Page-65

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 2 2.11 Reconciliation of acquiring Mobile Recharge Transactions through ATM. Generation of Exception Reports, and Preparation of Settlement Vouchers. Generation of uploadable files for reversals, debit adjustments and credit adjustments.

5 2.12 Upload of reconciled and unreconciled files, Raising of proactive credit adjustments, debit adjustments, and technical chargebacks on the basis of 4-way reconciliation for ONUS and acquirer transactions and network credit adjustments files in the Bidder’s Dispute Management System. 4 2.13 Generation of Uploadable files for : a) Recredit to cardholders of our bank and other banks for credit adjustments. b) Successful transactions not debited to cardholders of our bank and other banks for debit adjustments c) Recovery of charges / surcharge/ tips not debited in cases of issuer transactions at other network ATMs or POS terminals.

40 3 Cash in ATM Balancing

3 3.1 The software should be able to upload, store/retrieve Cash Balancing Report (CBR) along with Switch, CBS & EJ data, and reconcile the same with Bank records. 5 3. 2 A Cross verification of actual cash loaded and logical cash loaded by comparing ATM cash counters with admin transactions. Reconciliation of ATM GL cash, Switch Cash Balance with Physical cash at ATM. 2 3.3 Reporting of overages and shortages of CBR dispensation vis-à-vis Switch Data, CBS Data and EJ and storing the same in the system

5 3.4 In case of shortages, analysis of Switch Data and EJ Data to identify transaction and reason for shortage. Intimation to Bank of the reason and initiate the necessary corrective action i.e. generate uploadable files for debiting customer’s account, raise claims with other Banks within Network TAT , report for claiming from ATM Vendor 4 3.5 In case of overages, analysis of Switch Data and the EJ Data to identify the transaction for settlement of chargeback claim received & proactive Credit Adjustments.

 IDBI BANK Ltd. Page-66

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 4 3.6 In case of loading differences, the same have to be resolved by contacting the branch, or the MSP vendor or the MOF vendors in case of branch ATMs, offsite ATMs and MOF ATMs and any other vendor as appointed from time to time under ATM business model. 4 3.7 On a daily basis, report needs to be generated providing balances of all ATM Cash accounts, issuer office accounts & acquirer office account of particular network along with the receivables, payables, outstanding amount

2 3.8 System based computation of ATM cash dispense between 2 TI’s.

4 3.9 Maintain mirror accounts of ATM Cash accounts and Network pool accounts and balancing of the same with the credits and debits received and reporting the same to the Bank 4 3.10 Bank maintains settlement accounts with different banks for different ATM Networks (For Visa, Master Card, settlements, Bank maintains account with Bank of America, Bank of India and RBI for NFS Network). On daily basis, the software has to provide reports for funding these accounts based on the settlement files. The software also has to provide the files for FCY USD reporting to be done to Treasury in cases of settlements received in Foreign currency. 3 3.11 The software should provide uploadable files in CBS format for internal transfer of settlement amount to the different office accounts of the Bank 40 4 Third Party Reconciliation and Accounting

4 4.1 3-way reconciliation is to be done for Issuer – ATM and POS transactions by checking bank switch, network switch and CBS. Capability to do reconciliation of Issuer Transactions, generation of unreconciled entries and capability to handle all types of settlements and reconciliation works related to payments and receipts to these networks (Visa / Mastercard/ Rupay/ NFS/DFS/Cashnet/ Bancs/ Amex/ Bilateral Consortium Networks/ Visa C2C/ VMT etc) including but not limited to chargebacks, dispute resolution as per mechanism set out by these networks.

 IDBI BANK Ltd. Page-67

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 3 4.2 Reconciliation of Sponsored / Associate Bank – reconciliation of issuer and transactions, automated accounting entries for tie-up/ sponsored/ Associate Bank transactions, Generation of settlement files bank wise, Transaction Based accounting and computation of fees for Issuer /Acquirer transactions. Communication to be sent to co-operative banks (settlement voucher / raw data etc) on daily basis to concerned staff of co-operative banks.

4 4.3 Reconciliation of all card products including WCC and GCC card transactions in various currencies, preparation of settlement vouchers, preparing of uploadable files, raising of chargebacks and responding to disputes raised by customers within the prescribed TAT guidelines of the respective network. Appropriate action to be taken for incoming debits on account of Late presentments, no authorisation and duplicate processing, cash fee, tips and exchange fluctuations.

3 4.4 Preparation of uploadable files for posting of entries related to ITZ cash card transactions. System should also allow raising of chargeback for ONUS and OFFUS ATM Transactions of ITZ Cash card holders. Updating of MIS from TT-140 file received from Itz Cash Card. Submitting report of Itz Cash ONUS transaction report on a daily basis to Itz Cash Card Team. Handling any other activities pertaining to ITZ Cash Card Transactions. 3 4.5 Reconciliation of Mobile Recharge Transactions of our customers through ATM, Mobile and Internet Banking. Generation of Exception Reports, and Preparation of Settlement Vouchers. Generation of uploadable files for reversals, debit adjustments and credit adjustments. 1 4.6 For Debit Card Transactions on other bank ATMs, downloading and processing of representments received and updation of the same in Dispute Tracker of the Bidder.

1 4.7 Generation of settlement vouchers (after reconciliation) for posting the entries in Finacle- CBS of respective networks. 1 4.8 Reconciliation of incoming and outgoing files w.r.t VISA / Master/ Rupay/NFS/ DFS.

 IDBI BANK Ltd. Page-68

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 2 4.9 Creation of outgoing files for raising chargeback for VISA / Master/NFS/ Rupay / Cashnet/ Bancs/ Amex/ Bilateral Consortium Networks in the specified formats of BaseII /IPM / xml and as per requirement of the network.

2 4.10 Reconciliation of Surcharge entries debited online and generation of difference of Base1 Base 2 file after taking into account the online entries pertaining to surcharge.

2 4.11 Computation of the settlement amounts and verification of the same with the settlement received from various networks.

1 4.12 Cross tallying of Settlement Bank A/c foreign and local for VISA and MasterCard transactions with GL advice.

1 4.13 Computation of foreign exchange fluctuation, difference for international transactions and appropriate accounting in the respective network settlement voucher as per Bank’s Accounting System. 1 4.14 Tracking of inflated transactions such as: Petrol, Railways, Tip adjustments, Other Option’s and Option to debit/Credit the respective GL’s

1 4.15 Tr acking various fees/ Charges/ penalties by VISA/MasterCard/NFS/DFS/Rupay / Cashnet, Bancs, Amex, Bilateral consortium networks.

1 4.16 Computation of Issuer fees, acquirer fees, balance enquiry fees and any other charges/difference in charges for debiting to cardholders account

4 4.17 Balancing of acquirer and issuer pool accounts, settlement accounts, chargeback accounts

2 4.18 Uploading of new and modified customer mobile numbers in Enstage Software for verification of OTP during e-commerce tr ansactions, and also any other activity related to the same in future.

 IDBI BANK Ltd. Page-69

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 3 4.19 Processing of VISA Card to Card Transactio ns on a Daily Basis within TAT reconciliation and reconciliation and balancing of the VISA car d to card transactions

15 5 Monitoring Interchange and Switching Fees

3 5.1 Monitoring and maintaining MIS of Interchange Fee and other charges levied by various ATM Networks and informing bank on exceptional variances found, if any in daily settlement 3 5.2 Generation of report on overall sum of daily transaction report and service tax of Issuer and Acquirer wise ATM Financial and Non-Financial Transactions along with transaction count on the basis of Settlement report, and also calculation of TDS on Issuer Switching Fees 1 5.3 Check should be made available to identify and ensure that there is no duplication of levying of Interchange and Switching Fees

3 5.4 Monitoring and checking of fees, charges, penalties levied by Visa, MasterCard, NFS in settlement checking against reports and appropriate accounting as per Bank’s Accounting System 5 5.5 Provision for generation of uploadable files and MIS reports for Allocation of Interchange income earned for Acquirer Transactions of various Networks. These entries generated in uploadable files will be passed to the branches by uploading in Finacle.

30 6 Chargeback Management

5 6.1 Identification of the appropriate reason code of chargeback. Automated processing and raising of chargeback/ retrieval request in the respective network. Check if the transaction was done with 2 Factor Authentication.

5 6.2 Creation of chargeback/ arbitration chargeback for onward transmission to MasterCard/Visa/ Rupay/NFS/DMS/Cashnet/Bancs/ Amex/ Bilateral Consortium Network. Generation of outgoing chargeback files. Acceptance of arbitration chargeback and generation of Pre - arbitration /Arbitration / Pre compliance / Compliance letters wherever necessary.

 IDBI BANK Ltd. Page-70

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 5 6.3 Details of Transaction lifecycle to be provided– History of retrieval request, chargebacks and remedy– Fulfillment-Documents sent to cardholder , Dates and other particulars of 1st chargeback, second presentment received, document received, arbitration chargeback, credit processed to cardholders – arbitration received, accepted /referred to MasterCard/Visa/ Rupay, retrieval fees chargeback – references decision of MasterCard/Visa/Rupay w.r.t compliance , pre- compliance etc 5 6.4 Uploadable file to be provided for chargeback, representment, debit adjustment, credit adjustment, pre-arbitration, pre-arbitration representment, arbitration and good faith for both issuer and acquirer which will include penalty as well as per files downloaded from NFS -DMS site(format as per banks specifications ) 2 6.5 Generation of files for debiting or crediti ng the Card holder for the amount of Chargeback or Representment.

4 6.6 Creation and completion of necessary chargeback questionnaire in VISA / Master / Rupay while raising the chargeback

2 6.7 Facility to attach scanned document in the system for Chargeback and Retrieval Request.

2 6.8 Menu for processing of miscellaneous debits/ credits/ charges/ fees to acquirers/issuers. Reversal of wrong debits received through incoming files. 35 7 Dispute and Claim Management

5 7.1 The Bidder should have the Dispute module capable of handling the disputes related to ONUS, acquirer, issuer, POS and E-commerce transactions. The Dispute module should be web- based and accessible by users across various branches. 4 7. 2 Upload of reconciled and unrecon ciled transactions (after confirming NIL proxy entries) in the Dispute Module of the Bidder for all the networks. Capable of downloading the disputes from the dispute module for all networks- ONUS and OFFUS. Automated processing, Dispute Management & settlement of dispute resolution at different stages under various networks, and with tie-up banks and third party transactions as per regulatory guidelines of each network.

 IDBI BANK Ltd. Page-71

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 1 7. 3 Check for duplicate entry for single claim. Check for duplicate claims and ensure that posting for single claim is done only once.

2 7. 4 Validate the transaction from database and from the Electronic Journal available.

1 7. 5 Tracking of Disputes w.r.t dispensed amount and claimed amount- Customer wise, Branch wise. Tracking of turnaround time of dispute resolution and variance with standard time. 4 7. 6 M aintaining mirror account of the : Chargeback account and balancing of the same with credits and debits received and reporting to Bank. Issuer transactions and balancing of the same with credit /debit received on account of the debit adjustments, credit adjustments, good faith transactions. Acquirer transactions and balancing of the same with credit /debit received on account of the debit adjustments, credit adjustments, good faith transactions. Maintaining mirror account of Network pool accounts and balancing of the same with the credits and debits received and reporting the same to the Bank.

4 7. 7 Monitoring the disputes at every stage and escalating within the specified period to bidder, branches and higher authorities within the department. After the dispute is settled, originator of disputes to be informed with the status and provided the supporting documents. The same has to be updated in the Dispute Tracker of the Bidder.

3 7. 8 System should have the Provision for Bank Staff to view & track the following: • pending claims age wise, • settled claims with date of settlement, • successful claims with proof and email sent to branches regarding successful claims, • claims for which penalty paid and penalty amount paid (in respect of all transactions – issuer and acquirer.) • Any other details as and when required.

5 7. 9 Reporting of frauds to networks and filing of necessary formats and documents like VISA Fraud Reporting (TC40), Master SAFE Online etc.

 IDBI BANK Ltd. Page-72

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 3 7. 10 Preservation and Retrieval of records for production before ombudsman/ any other authority.

3 7.1 1 Resolving the disputes within the period specified by RBI /network regulations at present and if modified in future.

40 8 Point of Sale (POS) Transactions / E-commerce Transactions

5 8.1 Three Way recon between bank switch, network switch and CBS. The unmatched entries upon completion of reconciliation to force matched based on parameters set by the Bank

4 8.2 The software should be able to store/retrieve network settlement files (Visa Base II, MasterCard IPM, NPCI, RuPay etc) and match its authorization transaction. 4 8.3 The No Base 2 transaction records to be kept separately and matched on subsequent days with the Base 2 records. In case the record in No Base2 exists even after 30 days, then the upload file is to be prepared for reversing the debit to the customer’s account. 5 8.4 Mechanism should be there to identify No Base1 records, late presentments and duplicate processing. Immediate action is required to be taken against such transactions as per the Bank’s policy. 2 8.5 Reconciliation of POS transactions done on IDBI POS terminals as well as other network POS terminals (Visa/MasterCard/NPCI etc) 1 8.6 Generation of exception reports w.r.t entries matched / unmatched. 2 8.7 Generation of upload file as per CBS format to post exception entries to CBS as per Bank’s Accounting System 2 8.8 Provision for uploading for acceptance of claim received from Bank. These claims should be assigned a unique identification number by the software in the league with Bank’s identification numbering method. The software must validate the claim/transaction in system whether it exists. 1 8.9 Check for duplicate entry for a single claim.

 IDBI BANK Ltd. Page-73

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 4 8.10 Downloading and processing of representments received, originator of disputes to be informed with the status and provided the supporting documents. The same has to be updated in the Dispute Tracker of the Bidder.

1 8.11 Adjustments of accepted claims with an uploadable file in CBS format as per Bank’s Accounting System 4 8.12 Refund Received from any Networks are to be matched with the Chargeback cases and with pending receivable entries and entries in No Base2. The entries from No Base2 records to be deleted once the refund is processed so as to avoid double credit to the customers. 5 8.13 Monitoring and checking of fees / charges/ penalties levied by VISA / Mastercard/ Rupay in Settlement, checking against reports, preparation of settlement vouchers and appropriate accounting as per Bank’s accounting system. 60 9 MIS/Reports

2 9.1 Daily reports on outstanding entries, receivables and payables 2 9.2 Daily reports of claims received, settled and outstanding claim network wise 1 9.3 Daily reports of claims paid late and penalty amount paid with reason 1 9.4 Daily report of exception in Cash Loading.

1 9.5 Daily reports of accounts with large Debit/Credit Balances 1 9.6 Daily report of ATM transactions with zero hits, abnormal frequency and below normal hits 2 9.7 Monthly and quarterly report of reconciliation, outstanding entries, receivables and payables 1 9.8 Monthly reports of chargeback received (accepted and rejected), penalty paid; pending claims, good faith claims with other Banks and with Bank. Monthly/Quarterly/half yearly/yearly details of chargeback report 1 9.9 MIS on Break up of Interchange & No of transactions Network wise 3 9.10 Generation of reports – entries unreconciled per ATM and ATM Network wise and also POS/ e- commerce entries. Exception reports on Switch O/s, Core O/s, Tie Up Bank O/s, Visa/Master/NFS O/s.

 IDBI BANK Ltd. Page-74

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 2 9.11 Daily Reconciliation and balancing reports.

2 9.12 Provision for creation of reports for funding the settlement accounts of VISA/ Master/ NFS/ Rupay any other network based on the settlement files.

3 9.13 Day end report showing amount of chargeback/ pre-arbitration / arbitration / credit adjustment / debit adjustment / representment as per different networks and uploaded in database. Provision for generation of accepted and pending for recovery status cases for Debit Adjustments. Report for No Base1 cases where chargeback is to be initiated or recovery is to be done.

2 9.14 List of heavy cash drawing customers List of customers using the ATM heavily for drawing low amounts List of Cards frequently used for booking Railway tickets List of Cards sorted as per MCC sectors List of Cards frequently used abroad

2 9.15 Age-wise summary of unreconciled transactions based on the parameters specified by the Bank with number of transactions and amount.

4 9.16 Age wise Daily Report giving the Details of ATMs for which CBR is not obtained. Age wise Daily Report giving the Details of ATMs for which EOD is not done. Age wise Daily Report giving the Details of ATMs for which the GL level reconciliation of ATM is not done. Age wise Details of differences in ATMs.

1 9.17 Audit trail of the entire application with periodical backup of the data to be provided to the Bank in a format readable by the Bank and specified by the Bank

 IDBI BANK Ltd. Page-75

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 10 9.18 Transaction Details based on Date / Card Number VISA/MasterCard/NFS ISSUER SETTLEMENT SUMMARY VISA/MasterCard/NFS ACQUIRER SETTLEMENT SUMMARY VISA/MasterCard/NFS INFLATED SETTLEMENT SUMMARY VISA/MasterCard/NFS Money Transaction Report VISA/MasterCard/NFS Credit Voucher Report VISA/MasterCard/NFS Petrol Transaction Difference Report VISA/MasterCard/NFS Railway Transaction Difference Report. VISA/MasterCard/NFS Foreign Exchange Transaction Difference Report VISA/MasterCard/NFS TIPS/Other Transaction Difference Report VISA/MasterCard POS income Report Issuing/Acquirer POS fees Identification and Report generation Interchange Fee Identification and Report generation VISA/MasterCard/NFS Issuing/Acquiring Fees Identification and Report Generation. VISA/MasterCard/NFS Interchange Fee Identification and Report Generation VISA/MasterCard/NFS Maintenance and Report generation of all Exceptional/dispute Transactions. VISA/MasterCard/NFS BOA/BOI/RBI Settlement (Tallied) Report Generation

5 9.19 Monthly/Quarterly/ Half yearly report to Board of directors/VISA/MasterCard. Preparation and submission of various reports /information to Sharing Networks / Service Providers about Cards Transactions / ATMs etc, as required at Monthly / Quarterly or other such intervals.(QMR& QOC /SAFE etc.) 5 9.20 Report on number of ATMS which are not tallied for more than 15 days.

 IDBI BANK Ltd. Page-76

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 4 9.21 Monthly reports on Number of Disputes Received, Resolved, Carried over to next month. MIS reports for Disputes Received along with status ( per day / per month / per network) : • ATM wise • Date wise • Branch wise • Tie-up bank wise • Others (As required by bank) • Day end report showing amount of chargeback/ pre- arbitration/arbitration/credit adjustment/debit adjustment/representment as per different networks and uploaded in database. 5 9.22 Should be able to generate periodical as well as ad- hoc reports as per the requirements of the Bank Any other report required time to time from Bank/RBI or other governing bodies at no additional cost .

(*) = The bidder should mention in the Column under ‘Bidder’s Response’ whether modules for all the required features/specifications as mentioned above are: A – Readily Available C – Customizable, free of cost, in the current version itself, before acceptance of the Software by the Bank N – Not available / cannot be made available

 IDBI BANK Ltd. Page-77

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

Annexure- 3

Technical Specifications

(To be included in Technical Bid)

Sr .N Description Bidder’s Comments o. Response

1 The proposed software is readily available for in house processing of ATM, POS/e-commerce transactions, Cash balancing other financial networks for Reconciliation. 2 Software is in use at two scheduled commercial Bank (attach additional sheets if the number of Banks is more than one)

Name of the Bank Scope of the project Date of installation Whether under warranty/ ATS Volume of data (No. of records) Number of ATMs of t he Bank 3 Software & Database details

Software front-end/programming language Name & version of DBMS Details of other system software required other than OS 4 Hardware & OS details

Broad server requirement details. Sizing has to be given for 3 years.

OS Backup Details 5 Software features

 IDBI BANK Ltd. Page-78

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs Security features for preventing unauthorized access Various level of access/authorization/approval with password Audit-trail & logs Faster data storage/retrieval On-line help Query module Day begin/day end procedure Disaster handling & recovery Data export/import, download/upload facility Parameterization Maker/Checker concept Audited & Certified by third party Benchmarking 6 If desired by the bank, whether the bidder agree to supply/provide all required system software and other related utility software to run the proposed software (other than hardware & OS) 7 Agree to provide to the Bank the configuration details of hardware & OS required

Adequate HR and other resources to be provided by the bidder for reconciliation activity. The Solution offered by the Bidder should be Industry Data Security Standard (PCI-DSS) compliant solution.

The Solution offered shou ld be compatible with all guidelines issued by the regulatory / government bodies from time to time. In case of disruption of services at the Primary Site, the Bidder should be capable of providing continuous services at an alternate location/ Disaster Recovery Site of the Bank without the disruption of services. Disaster Recovery Site has to be verified by the bank's officials after enabling for the primary site. 8 Project deliverables Software executable code Source code to the Bank under escr ow agreement User Manual System documentation 9 Training

User training System administration training

 IDBI BANK Ltd. Page-79

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 10 Software support Warranty support If desired by the bank, ATS support to the software & minimum period of ATS Locationcommitment of the Support Team

 IDBI BANK Ltd. Page-80

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

Annexure-4 Indicative Commercial Bid (To be included in Indicative Commercial Bid)

Bidder must take care in filling price information in the indicative commercial offer/ indicative commercial bid, to ensure that there are no typographical or arithmetic errors. The Prices must be indicated in Indian Rupees only. The price quoted by the bidder will be an all-inclusive price i.e. it shall include all taxes, levies, duties, insurance, transportation, freight, royalties, Installation and commissioning charges, if any, etc excluding service tax.

Name of the Bidder : ______

Rate per transaction. (Excluding enquiry and system reversal transactions) in Paisa (it shall include all taxes, levies, duties, insurance, transportation, freight, royalties, Installation and commissioning charges, if any, etc Sr.No. Service Offered excluding service tax and Octroi.

Paise Per Financial Transaction END TO END Reconciliation 1 Solution for Debit Card Transactions and ATMs as per the RFP In figures-

Reconciliation Activity (up to the In words- Logical closure of the transaction including Resolution of the Complaint, if any)

1. Assumptions: a. Average number of financial transactions per day: 4.25Lacs b. Average number of financial transactions per month: 1.30crores c. Average number of financial transactions per year: 16 crores d. Projected Number of ATMs at the end of 3 years: 4000 by end of March 2015.

However, the volumes mentioned above are the present volume which may change during the period of the contract of RFP.

2. The bidder has to submit the price bid only in the above format. Any other format would be summarily rejected at the time of opening the bid.

3. In case there is any difference in rate quoted given in words and figures, the rate written in words shall be considered final & binding. 4. No extra cost shall be payable by the Bank for integration with all relevant applications/systems for reconciliation. 5. The rates to be quoted shall be inclusive of it shall include all taxes, levies, duties, insurance, transportation, freight, royalties, Installation and commissioning charges, if any, etc excluding service tax and Octroi. 6. Prices payable to the Bidder as stated in the Contract shall be firm and not subject to adjustment during performance of the Contract, irrespective of reasons whatsoever, including exchange rate fluctuations, changes in taxes, duties, levies, charges, etc.

 IDBI BANK Ltd. Page-81

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs

Annexure –5

ELIGIBILITY CRITERIA & Details of Bidder

Sr. Eligibility Criteria Documents Complied Y/N No. required 1 The Bidder submitting the offer Certified copy of should be a registered company in Certificate of India Incorporation, Certificate of Commencement of Business, PAN Card and other Relevant Documents. 2 Bidder should be in the business of To be supported with implementing or providing certificate / reference outsourcing services for ATM letters from the Cash Balancing and ATM, POS, respective banks. Networks and E-commerce transaction reconciliation for a minimum period of three years as on the bid submission date. 3 Bidder should have Transaction To be supported with Reconciliation software or OEM certificate / reference license and is providing letters from the reconciliation services in at least in respective banks. two scheduled commercial Bank in India (including one PSU Bank in India) for atleast one year. 4 The bidder should have the To be supported with software or license and provide the certificate / reference reconciliation services to a bank letters from the which has atleast a transaction respective banks. volume of 3 Lac transactions per day. 5 The Bidder should not have been Self Certification put in the negative list or be on the Letter Head blacklisted by any Government of the Bidder. Department / PSU / PSE or Bank for breach of any law or violation of regulatory prescriptions or breach of agreement 6 Shall have a minimum average Copy of audited annual Net Sales Turnover of Balance Sheet and Rs.20 crores (Rupees Twenty P&L statement for Crores) during last three financial the financial years years viz. 2011-12, 2012-13 and 2011-12, 2012-13 2013-14. and 2013-14. 7 Shall have made positive net worth Copy of audited and in profit for the last 2 financial Balance Sheet and years viz. 2012-13 and 2013-14. P&L statement for the financial years

 IDBI BANK Ltd. Page-82

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs 2012-13 and 2013- 14. 8 The applicant bidder should have Self Certification on all necessary licenses, the Letter Head of permissions, consents, no the Bidder. objections, approvals as required under the law for carrying out its business.

9 The bidder must comply with Self Certification on government’s rules and regulations the Letter Head of like minimum wages Act, the Bidder. Provident fund and ESIC facility standard. (Proof of compliance and labour license needs to be submitted along with the quotation)

10 Bidder should comply with all Self Certification on applicable Union, State and local the Letter Head of laws, ordinance, regulations in the Bidder. performing its obligations including the procurement of licenses, permissions, certificates, etc. payment of taxes, if required. 11 The Bidder should have trained Self Certification on /experienced personnel and the Letter Head of manpower to the reconciliation the Bidder. services as per the scope of this RFP.

Details of the Bidder (To be included in Technical Bid)

Details filled in this form must be accompanied by sufficient documentary evidence, in order to verify the correctness of the information.

S. It em Details No 1. General Details 1.1 Name of Company (Bidder) 1.2 Postal Address 1.3 Telephone and Fax numbers 1.4 Constitution of the Company 1.5 Details of ownership 1.6 Nature of activity 1.7 Name and designation of the person authorized to make commitments to IDBI Bank Ltd 1.8 Email Address of Authorized

 IDBI BANK Ltd. Page-83

RFP for End to End Reconciliation Solution for Debit CardTransactions and ATMs Representative. 1.9 Year of commencement of Business & number of years in business 1.10 Sales Tax Number 1.11 Income Tax Number (PAN) 1.12 Brief Description of facilities for undertaking the services. 2 Financial Details 2.1 Annual Turnover ( 2011-12)

2.2 Annual Turnover (2012-2013)

2.3 Annual Turnover (2013-2014)

2.4 Net Worth (2012-2013) Net Profit (2012-2013)

2.5 Net Worth (2013-2014) Net Profit (2013-2014)

Copy of audited Balance Sheet and P&L statement for the financial years 2011-12, 2012-13 and 2013-14 are to be submitted.

Place: Signature:

Date: Seal

 IDBI BANK Ltd. Page-84

RFP for Debit Card Reconciliation System

Annexure - 6 Bank Details (To be included in Technical Bid)

1. Name of the Bank 2. Address of the Bank

3. Contact Person 4. Telephone No. 5. Fax No E-mail 6. IFSC Code 7. Account Number 8. Remarks, if any

Corporate Authorization details. Note: This statement has to be duly attested by the banker.

Signature: Signature:

Name of the Authorized Person: Name of the Authorized Person:

Designation: Designation: Company Seal Banker Seal All authorizations should be collected

 IDBI BANK Ltd. Page-85

RFP for Debit Card Reconciliation System

Annexure-7

Experience in Providing Reconciliation Solution (To be included in Technical Bid)

Experience in providing hardware, software having the functionalities as per scope defined in Annexure-5 and undertaking reconciliation activities of END TO END Reconciliation Solution for Debit Card Transactions and ATMs. Contact Additional person - Information Scope of Period From Name Work/ – To/ /Address Sr. Bank’s Magnitude of Installation - Tel. No./ No Name Work Date Fax No

1 2 3 4 5

The bidder to provide documentary evidence (certificates from customers/clients) in support of the experience/scope of services delivered (ATM/Debit Card transaction reconciliation & Cash in ATM reconciliation) and magnitude of work undertaken.

The Bidder should also provide the purchase order copies issued by Banks. The Bidder should also provide a write-up on the work experience, expertise in supply, Installation, Implementation and Maintenance of Card Reconciliation Software

 IDBI BANK Ltd. Page-86

RFP for Debit Card Reconciliation System

Annexure-8 Details of Support Centers (To be included in Technical Bid)

No City Postal Contact No. of Next Level Address numbers Technical Escalation Support Team 1 2 3 4 5 6 7 8

 IDBI BANK Ltd. Page-87

RFP for Debit Card Reconciliation System

Annexure 9

Format for Raising Pre-Bid Clarifications

Bidder Name:

Contact Person:

Contact Number / Email ID:

Sr RFP RFP Original RFP Subject Clarification Sought / No Page Clause Clause Suggestion of Bidder No No 1.

2.

3

 IDBI BANK Ltd. Page-88

RFP for Debit Card Reconciliation System

Annexure-10 Format of Power of Attorney for signing of bid

POWER OF ATTORNEY (On Stamp Paper of relevant value)

(To be included in Technical Bid Envelope)

Know all men by these presents, we ______(name of the bidder and its address of the registered office) do hereby appoint and authorize Mr. ______(full name and residential address) who is presently employed with us and holding the position of ______as our attorney, to do in our name and on our behalf, all such acts, deeds and things necessary in connection with or incidental to our proposal for END TO END Reconciliation Solution for Debit Card Transactions and ATMs in response to the RFP (Request for Proposal) Reference No………………….floated by IDBI Bank Ltd (hereinafter referred to as IDBI Bank), including signing and submission of all documents and providing information/responses to IDBI Bank Ltd. in all matters in connection with our Bid.

We hereby agree, declare and undertake that all the acts, deeds and things lawfully done by our said attorney shall be construed as acts, deeds and things done, performed and executed by us and we hereby agree to ratify and confirm all acts, deeds and things lawfully done by our said attorney pursuant to this irrevocable Power of Attorney and that all acts, deeds and things done by our aforesaid attorney shall always be deemed to have been done by us. Dated this _____ day of ______2014 For

(Signature) (Name, Designation and Address)

Accepted

(Signature) (Name, Title and Address of the Attorney) Date: Witnesses: 1) (Name, Signature & Address) 2) (Name, Signature & Address)

 IDBI BANK Ltd. Page-89

RFP for Debit Card Reconciliation System Note:

1. To be executed by the all members in case of a Consortium.

2. The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executants and when it is so required the same should be under common seal affixed in accordance with the required procedure.

3. Also, wherever required, the bidder should submit for verification the extract of the charter documents and documents such as a resolution/power of attorney in favor of the Person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder.

In case the Application is signed by an authorized Director, a certified copy of the appropriate resolution / document conveying such authority may be enclosed in lieu of the Power of Attorney.

 IDBI BANK Ltd. Page-90

RFP for Debit Card Reconciliation System

Annexure-11 Undertaking (To be included in Technical Bid Envelope)

We, [ •] (name and designation) on behalf of [ •] having its registered office at [ •] have submitted a Bid proposal to IDBI Bank for END TO END Reconciliation Solution for Debit Card Transactions and ATMs in response to the Request for Proposal (RFP) dated issued[02-12-2014] by IDBI Bank. a. We are duly authorized persons to submit this undertaking b. We have read and understood the aforesaid RFP and we hereby convey our absolute and unconditional acceptance to the aforesaid RFP. c. We do not have any business relationship with IDBI Bank including its directors and officers which may result in any conflict of interest between us and IDBI Bank. We shall on occurrence of any such event immediately inform the concerned authorities of the same d. We have submitted our Bid in compliance with the specific requirements as mentioned in this RFP. e. We have provided with all necessary information and details as required by IDBI Bank and shall provide with such additional information’s may be required by IDBI Bank from time to time. f. Neither we nor any of our employee/director has been barred from providing the Services nor are we in negative list/blacklisted by any public sector banks, statutory or regulatory or investigative agencies in India or abroad. g. All the information furnished here in and as per the document submitted is true and accurate and nothing has been concealed or tampered with. We have gone through all the conditions of Bid and are aware that we would be liable to any punitive action in case of furnishing of false information / documents. h. We certify that we have carefully examined the Scope of Work stipulated in Part 3 and Annexure 2 of the captioned RFP floated by you i. We commit to provide services as per the Scope of Work for a minimum period of 3 years. . We hereby undertake to deliver services in its entirety as per the Scope stipulated and adhere to the time frame mentioned therein inter-alia under following descriptions:-

a) ATM Transactions Reconciliation b) Cash in ATM balancing c) Third Party Reconciliation and Accounting d) Monitoring of Interchange and Switching fees e) Chargeback Management. f) Dispute and Claim Management g) Other Services h) Point of Sale Transactions i) Accounting j) MIS Report generation

 IDBI BANK Ltd. Page-91

RFP for Debit Card Reconciliation System It is further certified that we have not modified or deleted any text/matter in this RFP.

Dated this _____ day of ______20..

Signature

(Company Seal) ______In the capacity of

Duly authorized to sign bids for and on behalf of:

 IDBI BANK Ltd. Page-92

RFP for Debit Card Reconciliation System Annexure-12 AGREEMENT/CONTRACT

THIS AGREEMENT made at………………… the ………day of……………………. 20.. Between, IDBI Bank Limited , a company registered under the Companies Act, 1956 (1 of 1956) and a banking company within the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) and having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter called “ the IDBI Bank/Bank ” which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors and assigns) of the ONE PART AND ……………. (Name of Successful Bidder) of …………………… (Please specify the registered office of the Successful Bidder (hereinafter called “ the Successful Bidder ” which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors and permitted assigns) of the OTHER PART; The Bank and Successful Bidder are hereinafter collectively referred to as "Parties" and individually as Party- WHEREAS, the Bank called for the bids for engagement of Bidder for END TO END Reconciliation Solution for Debit Card Transactions and ATMs for IDBI Bank and provide services as mentioned in the Bid/RFP Document bearing Reference No...... (RFP) for (END TO END Reconciliation Solution for Debit Card Transactions and ATMs) [hereinafter referred to as “ the Contract” or “the Service(s) ”] and has accepted a bid by the Successful Bidder for rendering of the Service(s) at a unit price of …….. paise per financial transaction for next 3 years (Contract Price in Words and Figures ) (hereinafter called “ the Contract Price ”). NOW THIS AGREEEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the aforesaid RFP Document bearing Reference No...... 2. The RFP Document bearing Reference No.______or Corrigendum/s (if any) including the following and the annexures thereto, shall be deemed to form and be read and construed as part of these presents. i. Request for Proposal ii. Eligibility Criteria for the Bidder iii. Scope of Work iv. Instructions to the Bidder v. Terms and Conditions vi. Commercial's accepted by Bank. vii. Service level agreement

 IDBI BANK Ltd. Page-93

RFP for Debit Card Reconciliation System 3. In consideration of the payments to be made by the Bank to the Successful Bidder as hereinafter mentioned, the Successful Bidder hereby agrees and covenants with the Bank to provide/render the Service(s) and to remedy defects, if any therein, strictly in conformity in all respects with the provisions of the Contract/ RFP. 4. The Successful Bidder hereby represents that : i. It is duly organized and validly existing organization under Indian Laws. ii. It has power and authority to execute and deliver this Agreement and has taken all necessary steps to authorize execution, delivery and performance of this Agreement. iii. It has all permissions, consents, approvals and license from all authorities, both regulatory / statutory and non-regulatory, for executing the Service(s); iv. It is authorized and legally eligible and otherwise entitled and has power and authority to do all things necessary and appropriate and to consummate the Service(s) contemplated under this Agreement. v. Neither the execution and delivery of this Agreement to the Bank nor the Successful Bidder s compliance with or performance of terms and provisions of this Agreement shall contravene any provisions of law or any order, writ, injunction or decree of any Court or Government authority nor shall it violate any provisions of memorandum and articles of association affixation/bye laws/partnership deed or any agreement or arrangement to which the supplier is party. vi. The Service(s) offered to the Bank do not violate any provisions of the applicable laws, regulations or guidelines including laws relating to intellectual property rights, legal and environmental. In case there is any violation of any law, rules or regulation, which is capable of being remedied the same will be got remedied immediately during the implementation, maintenance and contract period to the satisfaction of the Bank; vii. It shall supply to the Bank all the items of equipment(s), tools and machinery free from manufacturing defects. Defective items, if any, shall be removed and replaced as contemplated in the aforesaid bid document, free of charge. viii. It shall appoint adequate manpower resources for undertaking the activity of END TO END Reconciliation Solution for Debit Card Transactions and ATMs within the TAT criteria specified by the Bank under the RFP. ix. If the Service Provider having been notified fails to remedy the defect(s) within the period specified, Bank may proceed to take such remedial action as may be necessary, at the suppliers risk and expense and without prejudice to any other rights which Bank may have against the service provider under and in accordance with the contract. 5. The Successful Bidder shall enter into service level agreement which will include all terms & conditions, provisions, covenants, scope of work, penalties, and payment terms but not limited to above within one month along with this agreement as addendum or otherwise as decided by the Bank.

6. In case we offer system and/or software with OEM license, such software operates

 IDBI BANK Ltd. Page-94

RFP for Debit Card Reconciliation System effectively on the system offered by us and we are willing to accept responsibility for its successful operations.

7. Thee Bank hereby agrees and covenants to pay the Successful Bidder in consideration of the rendering of the Service(s) and the remedying of defects, if any therein, the Contract price or such other sum as become payable under the provisions of the Contract at the times and in the manner prescribed by the Contract. IN WITNESS WHEREOF the parties hereto have caused these presents to be executed on the day, month and year first above written. Signed and Delivered by The within named Signature: Name: Date: -...... IN THE PRESENCE OF

1. Signature 2. Signature Name: ...... Name: ...... Address: ...... Address: ......

Signed and Delivered by...... The within named M/s...... Date: ...... IN THE PRESENCE OF: 1. Signature 2. Signature Name: ...... Name: ...... Address: ...... Address: ......

 IDBI BANK Ltd. Page-95

RFP for Debit Card Reconciliation System

Annexure-13 Deed of Indemnity This Deed of Indemnity executed at Mumbai on the ______day of ______by ______(hereinafter referred to as “ the Obligor ” which expression shall unless it be repugnant to the context, subject or meaning thereof, shall be deemed to mean and include successors and permitted assigns); IN FAVOUR OF IDBI Bank Limited, a company registered and incorporated under the Companies Act, 1956 (1 of 1956) and a banking company within the meaning of section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter referred to as “ IDBI Bank ” which expression shall, unless it be repugnant to the subject or context or meaning thereof, be deemed to mean and include its successors and assigns) WHEREAS IDBI Bank vide its RFP No [CPU-TN-DC-04/December 2014] dated [02-12-2014] (RFP) had invited Bids from the eligible Bidders for END TO END Reconciliation Solution for Debit Card Transactions and ATMs for IDBI Bank.

WHEREAS (1) The Obligor has (a) offered to IDBI Bank to outsource the END TO END Reconciliation Solution for Debit Card Transactions and ATMs of IDBI Bank (hereinafter referred to as “ the Services ”),. as per the specifications provided under Request for Proposal bearing Reference No...... (hereinafter referred to as “ RFP /Bid Document ”); (b) represented and warranted that they have all permissions, consents, approvals and license from all authorities, both regulatory / statutory and non-regulatory, for executing the Service(s) as stated in the Contract dated……… to IDBI Bank; (c) Represented and warranted that the aforesaid Service(s) offered to IDBI Bank do not violate any provisions of the applicable laws, regulations or guidelines including laws relating to intellectual property rights, legal and environmental. In case there is any violation of any law, rules or regulation, which is capable of being remedied the same will be got remedied immediately during the implementation, maintenance and contract period to the satisfaction of IDBI Bank; (d) Represented and warranted that they are authorised and legally eligible and otherwise entitled and competent to enter into such contract(s) with IDBI Bank; (2) IDBI Bank, relying and based on the aforesaid representations and warranties of the Obligor, has agreed to avail the Service(s) of the Obligor on the terms and conditions contained in its Contract dated ______(the Contract) with the Obligor; (3) One of the conditions of the aforesaid Contract is that the Obligor is required to furnish an indemnity in favour of IDBI Bank indemnifying the latter against any loss, damages or claims

 IDBI BANK Ltd. Page-96

RFP for Debit Card Reconciliation System arising out of any violations of the applicable laws, regulations, guidelines during the execution and rendering of its Service(s) to IDBI Bank over the contract period as also for breach committed by the Obligor on account of misconduct, omission or negligence or otherwise by the Obligor. (4) In pursuance thereof, the Obligor has agreed to furnish an indemnity in the form and manner and to the satisfaction of IDBI Bank as hereinafter appearing; NOW THIS DEED WITNESSETH AS UNDER: - In consideration of IDBI Bank having agreed to award the aforesaid Service(s) / job to the Obligor, more particularly described and stated in the aforesaid Contract, the Obligor do hereby unconditionally, absolutely and irrevocably agree and undertake that: - (1) The Obligor shall, at all times hereinafter, save and keep harmless and indemnified IDBI Bank, including its respective directors, officers, employees, agents and representatives and keep them indemnified from and against any claim, costs, charges, damages, demand, losses, liabilities or expenses of any nature and kind whatsoever and by whomsoever made in respect of the said Contract and any loss or damage caused from and against all suits and other actions that may be instituted taken or preferred against IDBI Bank by whomsoever and all losses, damages, costs, charges and expenses that IDBI Bank may incur by reason of any claim made by any claimant for any reason whatsoever or by anybody claiming under them or otherwise for any losses, damages or claims arising out of all kinds of accidents, destruction, deliberate or otherwise, direct or indirect, from those arising out of violation of applicable laws including those relating to intellectual property rights, rules, regulations, guidelines and also from the environmental damages, if any, which may occur or result from the terms of the Agreement. (2) the Obligor shall, ensure that all the permissions, authorisations, consents and licenses are obtained and renewed from the local and/or municipal and/or governmental authorities, as may be required under the applicable laws, rules, regulations, guidelines, orders framed or issued by any appropriate authorities. (3) The Obligor hereby indemnifies and keeps indemnified IDBI Bank including its respective directors, officers, employees, agents and representatives against any levies / penalties / claims / demands litigations, suits, actions, judgments, and or otherwise on account of any default and or breach and or otherwise in this regard. (4) If any additional approval, consent or permission is required by the Obligor to execute and perform the Contract during the currency of the Contract, they shall procure the same and/or comply with the conditions stipulated by the concerned authorities without any delay. (5) The obligations of the Obligor herein are irrevocable, absolute and unconditional, in each case irrespective of the value, genuineness, validity, regularity or enforceability of the aforesaid Contract or other agreement, or the insolvency, bankruptcy, reorganization, dissolution, liquidation or change in ownership of IDBI Bank or Obligor or any other circumstance whatsoever which might otherwise constitute a discharge or defence of an indemnifier. (6) The obligations of the Obligor under this deed shall not be affected by any act, omission, matter or thing which, would reduce, release or prejudice the Obligor from any of the indemnified obligations under this indemnity or prejudice or diminish the indemnified obligations in whole or in part, including in law, equity or contract (whether or not known to it, or to IDBI Bank). (7) This indemnity shall survive the aforesaid Contract.

 IDBI BANK Ltd. Page-97

RFP for Debit Card Reconciliation System (8) Any notice, request or other communication to be given or made under this indemnity shall be in writing addressed to either party at the address stated in the aforesaid Contract and or as stated above.

(9) This indemnity and other non-contractual obligations arising out of this indemnity, shall be governed by, and construed in accordance with, the laws of India. The Obligor irrevocably and unconditionally agrees that any legal action, suit or proceedings arising out of or relating to this indemnity may be brought in the Courts/Tribunals at Mumbai. Final judgment against the Obligor in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, by suit on the judgment, a certified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. By the execution of this indemnity, the Obligor irrevocably submits to the exclusive jurisdiction of such Court/Tribunal in any such action, suit or proceeding. (10) IDBI Bank may assign or transfer all or any part of its interest herein to any other person. Obligor shall not assign or transfer any of its rights or obligations under this indemnity, except with the prior written consent of IDBI Bank. IN WITNESS WHEREOF the Obligor has signed these presents on the day, month and year first above written.

Signed and Delivered on behalf of) ______) By the hand of ______,) ______, the authorised official of the Obligor)

 IDBI BANK Ltd. Page-98

RFP for Debit Card Reconciliation System

Annexure -14 Non-Disclosure Agreement

This Non-Disclosure Agreement (" Agreement ") is made on this_____ day of______, 2014.

BETWEEN

IDBI Bank Limited, a company incorporated and registered under the Companies Act, 1956 (1 of 1956) and a banking company within the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) and having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter called “the IDBI Bank/Bank” which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors and assigns) of the ONE PART;

AND ______( Name of successful Bidder) of ______(please specify the registered office of the ( successful Bidder ) (hereinafter called “the successful Bidderr” which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors) of the OTHER PART ;

IDBI Bank and Successful Bidder wherever the context so permits, shall hereinafter collectively refer to as the “Parties” and individually as a “Party”.

WHEREAS, IDBI Bank vide its RFP No. [CPU-TN-DC-04/December 2014] dated [02-12-2014] (RFP) had invited for the bids from eligible bidders for END TO END Reconciliation Solution for Debit Card Transactions and ATMs of IDBI Bank. The Successful Bidder after going through the RFP and being interested to perform/deliver the Services participated in the bidding process and submitted its Bid.

WHEREAS the Successful Bidder had represented that it is engaged in the business of providing the Services and has all the requisite skills, expertise, experience and necessary facilitates for providing/rendering/delivering the Service(s) to IDBI Bank.

WHEREAS IDBI Bank based upon the representation and warranties made by the Successful Bidder had entered into a contract dated [ ●] ( the Contract ) for the performance/delivery of Services by the Successful Bidder.

WHEREAS, the Successful Bidder is aware and confirms that the information, data, technical specification and other documents made available in the Bid Documents / the Contract and thereafter regarding the Services as furnished by the Bidder in their Request For Proposal or otherwise and all the Confidential Information under the Bid Documents/the Contract is privileged and strictly confidential and/or proprietary to IDBI Bank,

 IDBI BANK Ltd. Page-99

RFP for Debit Card Reconciliation System

NOW THEREFORE, in consideration of the foregoing, the Bidder agrees to all of the following conditions, for IDBI Bank, to grant the Successful Bidder specific access to IDBI Bank’s property/information and other data. In connection with this Agreement, “Confidential Information ” includes all intellectual property information; technical or business information or material not covered; proprietary or internal information related to the current, future and proposed products or services of the Parties including, financial information, process/flow charts, business models, technical specification, data information related to products and services, procurement requirements, purchasing, customers, investors, employees, business and contractual relationships, business forecasts, business plans and strategies, information the Parties provide regarding third parties; information disclosed pursuant to this Contract; documents, accounts, business plans, information or documents whatsoever, concerning business, policies, strategy, property, contracts, trade secrets, transactions, or interested parties of IDBI Bank or its Subsidiaries or Affiliates and/or any other information of either Party whether disclosed to the other Party in oral, graphic, written, electronic or machine readable form, and whether or not the information is expressly stated to be confidential or marked as such, all Trade Secrets and other proprietary information including but not limited to customer list, financial information, and pricing information, except that the following shall not be considered Confidential Information:- i. that which is in the public domain; ii. that which was previously received from a third party not subject to the obligation of confidentiality with respect to such information; iii. that is developed independently without any aid from the disclosing Party; iv. that which is required to be disclosed pursuant to any request/demand by statutory or regulatory or governmental agencies or any applicable law, judgment or otherwise, provided that unless prohibited by law the disclosing Party shall give adequate notice of such disclosure to the other Party. v. that is released from confidentiality with the written consent of the other Party. "Subsidiaries / Affiliates" means and includes the holding company, subsidiary and any other entity directly or indirectly "managed" or "controlled" by the Company/IDBI Bank. The term "managed" or "controlled" shall include ability to appoint and remove majority of the directors, partners or the like in the entity by whatever name called.

It is hereby agreed as under: The words and expressions not specifically defined shall have the same meanings as are respectively assigned to them in the RFP/the Contract.

a. The parties agree that they shall hold in trust any Confidential Information received by either party, under this Contract, and the strictest of confidence shall be maintained in respect of such Confidential Information. The parties also agree and undertake to: • maintain and use the Confidential Information only for the purposes of this Contract and only as permitted herein; • make copies as specifically authorized by the prior written consent of the other party and with the same confidential or proprietary notices as may be printed or displayed on the original;

 IDBI BANK Ltd. Page-100

RFP for Debit Card Reconciliation System • Not, without the prior written consent of the disclosing Party which consent, the disclosing Party shall not be under any obligation to provide, disclose the Confidential Information to any third party, save and except to, restrict access and disclosure of confidential information to such of their employees, agents, vendors, and Successful Bidders strictly on a "need to know" basis, to maintain confidentiality of the Confidential Information disclosed to them in accordance with this clause; and • Treat Confidential Information as confidential for a period of three (3) years from the date of receipt. In the event of earlier termination of this Contract, the Parties hereby agree to maintain the confidentiality of the Confidential Information for a further period of two (2) years from the date of such termination; • Not at any time either during the continuance of this Agreement or upon termination of this Agreement, publish or divulge either directly or indirectly to any person, firm or company any Confidential Information, save and except to its Affiliates; • To keep the Confidential Information as strictly confidential; • This Agreement shall commence on the date of execution of this Agreement and treat Confidential Information as confidential for a period of three years from the date of last such disclosure of the Confidential Information. In the event of earlier termination of this Agreement, the Parties hereby agree to maintain the confidentiality of the Confidential Information for a further period of five years from the date of such termination. Further, any term or provision of this Agreement that by its nature is intended to survive termination or expiration hereof will so survive and apply. b. Confidential Information in oral form must be identified as confidential at the time of disclosure and confirmed as such in writing within 30 days of such disclosure. Confidential Information does not include information which: i. the recipient knew or had in its possession, prior to disclosure, without limitation on its confidentiality; ii. is independently developed by the recipient without breach of this Contract; iii. is the public domain; iv. is received from a third party not subject to the obligation of confidentiality with respect to such information; v. is released from confidentiality with the prior written consent of the other party.

Provided that if receiving Party is required to disclose any Confidential Information by order of any court or regulatory authority, receiving Party will immediately upon receipt of such order intimate the disclosing Party of such order to enable the disclosing Party to challenge such order or to allow the disclosing Party a reasonable opportunity to seek an appropriate protective order or other means to protect the confidentiality of such Confidential Information; provided further that the disclosure in such case shall be only to the extent required by law and subject to consultations with the disclosing Party with view to agreeing to the timing and content of such disclosure.

The recipient shall have the burden of proving hereinabove are applicable to the information in the possession of the recipient. c. Notwithstanding the foregoing, the parties acknowledge that the nature of the Services to be performed under this Contract may require the Successful Bidder’s personnel to be present on premises of IDBI Bank or may require the Successful Bidder’s personnel to have access to computer networks and databases of IDBI Bank while on or off premises of IDBI Bank. It

 IDBI BANK Ltd. Page-101

RFP for Debit Card Reconciliation System is understood that it would be impractical for IDBI Bank to monitor all information made available to the Successful Bidder’s personnel under such circumstances and to provide notice to the Successful Bidder’s of the confidentiality of all such information. Therefore, the Successful Bidder agrees and undertakes that any technical or business or other information of IDBI Bank that the Successful Bidder’s personnel, or agents acquire while on IDBI Bank premises, or through access to IDBI Bank computer systems or databases while on or off IDBI Bank premises, shall be deemed Confidential Information.

d. Confidential Information shall at all times remain the sole and exclusive property of the disclosing party. Upon termination of this Contract, 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 IDBI Bank in respect of the Confidential Information. e. 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 Contract 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 Contract. f. The receiving Party acknowledges the confidential nature of Confidential Information and damage could result to the disclosing Party if the receiving Party breaches any provision of the agreement and agrees that, if the receiving Party or any of the directors, officers or employees should engage or cause or permit any other person to engage in any act in violation of any provision hereof, the disclosing Party may suffer immediate irreparable loss for which monetary compensation may not be adequate. The disclosing Party shall be entitled, in addition to such other remedies, damages & relief as may be available to it, to an injunction or similar relief prohibiting the receiving Party, its directors, officers etc from engaging in any such act. g. This Agreement shall be governed, interpreted and enforced in accordance with the laws of India. h. The provisions hereunder shall survive termination of the Contract.

i. Any dispute arising out of or in relation to this Agreement shall be referred to arbitration by a sole arbitrator appointed by both the parties. The arbitration shall be governed by the Arbitration and Conciliation Act 1996. Each Party shall pay and bear its own cost of arbitration. The Arbitration shall be held in the city of Mumbai. j. This document contains the entire agreement between the Parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties hereto. If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic and legal effect as the original provision and the remainder of this Agreement will remain in full force.

 IDBI BANK Ltd. Page-102

RFP for Debit Card Reconciliation System k. This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns. Neither Party assigns any of its rights or obligations under this Agreement without the prior written consent of the other Party.

Authorized Signatory Name:

Designation:

Office Seal:

Place: Accepted –

Date:

 IDBI BANK Ltd. Page-103

RFP for Debit Card Reconciliation System

Annexure - 15 FORMAT FOR UNCONDITIONAL ACCEPTANCE OF TERMS & CONDITIONS OF THE RFP (To be submitted on the Company’s Letter Head)

To,

The Asst General Manager, IDBI Bank Card Division, Central Processing Unit Plot No 90, Road No 7, Street No 15 MIDC, Andheri East Mumbai – 400093

Ref: RFP for END TO END Reconciliation Solution for Debit Card Transactions and ATMs

This is to confirm that we unconditionally accept all the terms and conditions as mentioned in the RFP No. [CPU-TN-DC-04/December 2014] dated [02-12-2014] floated for IDBI Bank Ltd. For END TO END Reconciliation Solution for Debit Card Transactions and ATMs for IDBI Bank.

Authorized Signatory

( )

Designation Company Stamps

 IDBI BANK Ltd. Page-104

RFP for Debit Card Reconciliation System

ANNEXURE-16 Performance Security

Bank Guarantee No. Bank Guarantee Amount Expiry Date Claim Amount Account: M/s.

GUARANTEE FOR PERFORMANCE OF CONTRACT

THIS GUARANTEE AGREEMENT executed at ______this ______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: IDBI Bank Limited, a company registered under the Companies Act, 1956 (1 of 1956) and a banking company within the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) and having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter referred to as “ IDBI Bank ” or “ 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, IDBI Bank through Request for Proposal bearing reference no...... (hereinafter referred to as “ RFP ”) invited the bids for engagement of bidder to undertake END TO END Reconciliation Solution for Debit Card Transactions and ATMs work of the IDBI Bank. M/s.……………………… have been appointed as the Successful Bidder (hereinafter referred to as " Successful Bidder ") and accordingly the Successful Bidder and the Bank has entered into contract on ...... , as per the terms and conditions contained therein and in the bid document bearing reference no...... [hereinafter referred to as “ the Contract"] . The Successful Bidder has strictly agreed to abide with the terms of Contract and the said documents. AND WHEREAS pursuant to the RFP, the Contract, and the other related documents (hereinafter collectively referred to as “ the said documents ”, the Bank has agreed to avail from

 IDBI BANK Ltd. Page-105

RFP for Debit Card Reconciliation System …………………. and ……………………………. has agreed to provide to the Bank …………………. , more particularly described in the RFP documents (hereinafter collectively referred to as “ the Service(s) ”), 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. AND WHEREAS the Successful Bidder has duly signed the said documents. AND WHEREAS in terms of the Contract, the Successful Bidder has agreed to provide the Service(s) and to procure an unconditional and irrevocable performance bank guarantee, in favour of the Bank, from a Bank acceptable to the Bank for securing the faithful observance and performance by the Successful Bidder of the terms, conditions, covenants, stipulations, provisions of the Contract/the said documents. AND WHEREAS at the request of the Successful Bidder , the Guarantor has agreed to guarantee the Bank, payment of amounting to Rs 50 lacs. (Rupees Fifty lacs only) towards faithful observance and performance by the Successful Bidder of the terms of the Contract and 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: The Guarantor hereby guarantees and undertakes to pay, on demand, to the Bank at its office at Mumbai forthwith, the sum of Rs.……………………………………….or any part thereof, as the case may be, as aforesaid due to the Bank from the Successful Bidder , towards any loss, costs, damages, etc. suffered by the Bank on account of default or breach of the Successful Bidder in the faithful observance and performance of the terms, conditions, covenants, stipulations, provisions of the Contract and the said documents, without any demur, reservation, contest, recourse or protest or without any reference to the Successful Bidder . 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 Successful Bidder or any dispute between the Bank and the Bidder pending before any Court, Tribunal, Arbitrator, or any other authority. 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. The Bank shall be the sole judge to decide whether the Successful Bidder has failed to perform and/or observe the terms of the Contract of the said document for providing the Services by the Successful Bidder to the Bank, and on account of the said failure what amount has become payable by the Successful bidder 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 forthwith, the sums demanded, without any objection, whatsoever. To give effect to this Guarantee, the Bank, may act as though the Guarantor was the principal debtor to the Bank The liability of the Guarantor, under this Guarantee shall not be affected by:

 IDBI BANK Ltd. Page-106

RFP for Debit Card Reconciliation System (a) any change in the constitution or winding up of the Successful Bidder or any absorption, merger or amalgamation of the Successful Bidder with any other company, corporation or concern; or (b) any change in the management of the Successful Bidder or takeover of the management of the Successful Bidder by the Government or by any other authority; or (c) acquisition or nationalisation of the Successful Bidder and/or of any of its undertaking(s) pursuant to any law; or (d) any change in the constitution of IDBI Bank / Successful Bidder; or (e) any change in the set up of the Guarantor which may be by way of change in the constitution, winding up, voluntary or otherwise, absorption, merger or amalgamation or otherwise; or (f) 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. (g) any variance in the terms and conditions of the said documents. IDBI Bank shall be at liberty to make any modification or otherwise vary or alter the said terms & conditions and / or rules or regulations concerning the said documents and the same will not in any way discharge or otherwise vitiate or affect this Guarantee. Notwithstanding anything contained hereinabove, the liability of the Guarantor hereunder shall not exceed Rs 50 Lacs. Any act or omission, time or indulgence granted by IDBI Bank to the Successful Bidder and / or Guarantor if any will also not discharge this Guarantee or otherwise vitiate or affect or prejudice this Guarantee. The Guarantor shall on demand make the payment without set-off and free and clear of any deductions, charges, fees, or withholding of any nature presently or in the future imposed, levied, collected, withheld or assessed by the Government or any political subdivision or authority and therein and thereof. The Guarantor confirms that a mere letter from IDBI Bank that there has been a default/failure on the part of the Successful bidder in faithfully observing and performing the terms, conditions, covenants, stipulations, provisions, of the Contract/ the said documents, shall without any other or further proof be final, conclusive and binding on the Guarantor.

This Guarantee will expire on ______(expiry date). ( Contract Period + 6 months) Any demand or claim under this Guarantee must be received by the Guarantor by ………. (Date) (6 months after the expiry date). Notwithstanding anything to the contrary, the Guarantor hereby agree and undertake to extend the validity period of this guarantee for a further period as decided by IDBI Bank when such request is received at least 15 days before the expiry of validity period of the Guarantee. This Guarantee shall be binding upon us and successors –in -interest and shall be irrevocable. 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 Bombay city/ Mumbai city where the Bank has its Registered Office shall alone have jurisdiction to the exclusion of all other courts.

For all purposes connected with this Guarantee and in respect of all disputes and differences under or in respect of these presents or arising therefrom the courts of Bombay city/ Mumbai city

 IDBI BANK Ltd. Page-107

RFP for Debit Card Reconciliation System where the Bank has its Registered Office shall alone have jurisdiction to the exclusion of all other courts. 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 AND DELIVERED BY the within named Guarantor, ______, by the hand of Shri.______, its authorised official.

 IDBI BANK Ltd. Page-108

RFP for Debit Card Reconciliation System

ANNEXURE – 17

Certificate regarding Change in Ownership (To be submitted by the bidder)

Date: Place:

IDBI Bank Ltd. General Manager – CPU Mumbai, Sarju House, 6 th Floor, Plot No 90, Road No 7, Street No 15, Mahakali Caves Road, MIDC, Andheri East Mumbai- 400 093

Sir, Sub: Proposal for Software Solution to Card Division

Referring to the subject proposal submitted by us, we would like to inform you that, as on date, we do not anticipate any change in the ownership of our Company during the next 3 years.

In case of any change in ownership, we shall inform you in advance.

Thanking you,

Yours faithfully,

Authorised Signatory Remark:

Please give details, in case you anticipate any change in your ownership during next 3 years.

 IDBI BANK Ltd. Page-109

RFP for Debit Card Reconciliation System

Annexure - 18 CHECKLIST TO BE GIVEN BY THE BIDDER AT THE TIME OF TECHNICAL BID The following documents have to be given along with the Technical Bid. 1. Demand Draft / Pay Order for the cost of RFP in the manner specified herein. 2. EMD of Rs 10 lakhs, in the manner specified herein. 3. Offer Covering letter as per Annexure 1. 4. Duly signed Bidder’s status to meet out Functional Requirements of Bank as per Annexure 2. 5. Duly signed Bidder’s status to meet the Technical Specifications as per Annexure 3. 6. Supporting documents / copies in support of Bidder’s eligibility as per Eligibility Criteria and Details of Bidder as per Annexure 5. a. Certified copy of Certificate of Incorporation, Certificate of Commencement of Business, PAN Card and other Relevant Documents to show that the Bidder submitting the offer is a Registered Company in India. b. Certificate / Reference Letter and purchase order copy from the respective banks showing that the bidder is in the business of implementing or providing outsourcing services for ATM Cash Balancing and ATM, POS, Networks and E-commerce transaction reconciliation for a minimum period of three years as on the bid submission date. c. Certificate / Reference Letter and purchase order copy from the respective banks showing that the Bidder having the Transaction Reconciliation software or OEM license is providing reconciliation services in at least in two scheduled commercial Bank in India (including one PSU Bank in India) for at least one year. d. Certificate / Reference Letter from the respective banks showing that the bidder having Transaction Reconciliation software or OEM license is providing reconciliation services to a bank which has at least a transaction volume of 3 Lac transactions per day. e. Self-declaration stating that the Bidder has not been put in the negative list or be blacklisted by any Government Department / PSU / PSE or Bank for breach of any law or violation of regulatory prescriptions or breach of agreement. The letter should be on a letter head of the Bidder and duly signed by its authorized signatory. f. Self-Certification on the Letter Head of the Bidder duly signed by its authorized signatory confirming that the bidder has all necessary licenses, permissions, consents, no objections, approvals as required under the law for carrying out its business. g. Self-Certification on the Letter Head of the Bidder duly signed by its authorized signatory confirming that the bidder complies with government’s rules and regulations like minimum wages Act, Provident fund and ESIC facility standard. (Proof of compliance and labour license needs to be submitted along with the quotation) h. Self-Certification on the Letter Head of the Bidder duly signed by its authorized signatory confirming that the bidder complies with all applicable Union, State and local laws, ordinance, regulations in performing its obligations including the procurement of licenses, permissions, certificates, etc. payment of taxes, if required.

 IDBI BANK Ltd. Page-110

RFP for Debit Card Reconciliation System i. Self-Certification on the Letter Head of the Bidder duly signed by its authorized signatory confirming that the Bidder has trained /experienced personnel and manpower required for doing the reconciliation services as per the scope of this RFP. j. Audited Balance Sheet & Profit & Loss A/c Statement for the Financial. Years 2011-12, 2012-13 and 2013-14. 7. Bank details as per Annexure 6. 8. Bidder’s Experience in providing the Reconciliation Software as per Annexure 7. 9. Details of Support Centers of the Bidder as per Annexure 8. 10. Format of Power of Attorney for signing of bid as per Annexure 10 11. Undertaking as per Annexure 11. 12. Certificate regarding Change in Ownership as per Annexure 17. 13. Format for Unconditional Acceptance of Terms and Conditions of the RFP as per Annexure 15. 14. Two copies of RFP including corrigendum(s) with Seal & Signature on each page 15. Copy of all permissions, consents, approvals and license from all authorities, regulatory / statutory and non-regulatory, for executing the Service(s). 16. Letter permitting and authorizing IDBI Bank and its officials to visit and inspect its premises before/after opening of the Bids. 17. The following Documents to be submitted by the Bidder a. Detailed list of the other hardware / software required for implementation and maintenance of END TO END Reconciliation Solution for Debit Card Transactions and ATMs to be enclosed. b. Write up on Performance Guaranteed for the END TO END Reconciliation Solution for Debit Card Transactions and ATMs c. Technical write-up on END TO END Reconciliation Solution for Debit Card Transactions and ATMs explaining system architecture, design and implementation strategy and also various features/functions of the system/sub-system covering the functional requirements given in RFP. d. Tested Business Continuity Plan for END TO END Reconciliation Solution for Debit Card Transactions and ATMs so that Banks interests are not jeopardized in case of disruption in working 18. In case the bidder is having OEM license of the Transaction Reconciliation Software, the bidder needs to provide letter from OEM confirming that the software implementation, maintenance, necessary customization will be carried out specifically for IDBI Bank for the entire contract period. The copy of the ATS agreement between the bidder and the OEM should also be given to the bank. The ATS agreement must be valid for the entire contract period plus 6 months. 19. Any other document/ information prescribed in the RFP to be submitted as part of the Bid. 20. Any other document which Bidder wants to enclose to be considered by the Bank for evaluation of this RFP may be annexed along with the Bid.

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