Symbiosis Consultancy

Vendor’s Terms of Service (VToS)

The vendor selection process of Symbiosis Consultancy Private Limited, hereinafter referred to as “the company” is all about finding the right suppliers, contractors, or service provider, who collectively supply goods and services to meet its evolving business needs in a cost-effective manner. The selection process involves due diligence process for vendors’ onboarding, which entails the company an upfront identification of vendor and clear definition of its requirements in specific terms to include, among others, requirement specifications, scope of the program, quality standards, delivery timelines, and other relevant criteria.

Besides internal evaluation process, reference check and ranking based on alignment of vendors’ business with the company’s requirements, the company may assess the credibility, capability, and financial stability of the vendors; conduct site visits; and review the past performances on similar projects. It may also go through multiple vendors and compare their offering to make an informed decision.

The VToS shall be the communication of its business requirements, expectations, and performance standards to the vendors, which utilizes a clear statement of work (SoW), contract, and/or an agreement that outlines the scope, deliverables, timelines, quality standards, and any other specific requirements, and serves as a reference point for both parties throughout the vendor relationship. The contract or agreement shall include clear and comprehensive terms and conditions that reflect the company’s expectations, and aspects such as pricing, payment terms, intellectual property rights, confidentiality provisions (essentially a non-disclosure agreement), and performance requirements. For a more complex project like Core Inclusion Nepal Program (CINP), the company shall issue a formal and detailed Request for Proposal (RFP) and/or Request for Quotation (RFQ) to prospective vendors to outline the company’s exhaustive requirements and ask vendors to provide a formal proposal, including pricing, delivery timelines, implementation plans, and other relevant information. The procurement team shall evaluate and compare vendors' proposals more comprehensively.

The VToS shall establish key performance indicators (KPIs) and metrics to measure and monitor vendor performance throughout the partnership and assist in ensuring that vendors are fulfilling their responsibilities under contracts as to supply of good and/or services. The KPI shall include the quality, on-time delivery, responsiveness, continuous service, and adherence to the contractual terms. The VToS shall establish clear, realistic, and measurable performance targets or benchmarks for each performance metric that are aligned with the company’s business expectations and needs. The VToS shall also help the company to collect relevant data to assess vendor performance through various means such as routine progress reports, feedback from internal stakeholders or end users, and satisfaction surveys.

The VToS shall also establish a regular communication to build and maintain enduring trust and long-term relationship with vendors. The company shall, at all times, maintain open and transparent communication channels with vendors through regular meetings to keep them informed about the company’s business expectations, needs, and feedback; and enable prompt resolution of any problems or issues by making necessary adjustments.

The objective of VToS shall help the company to involve vendors in problem-solving discussions and decision-making processes appropriate to foster a sense of partnership and encourage vendors to contribute their expertise and ideas thereby keeping a record of all relevant communication with vendors with a documented communication history. The VToS shall ensure clarity of expectation, provide reference for future discussions, and help resolve disputes if they arise, which shall also be a tool to strategically manage and nurture relationships with vendors that help both parties to optimize performance and achieve mutual goals. The company shall always aim to maintain positive and collaborative partnerships with vendors throughout the company’s lifecycle and create a healthy environment to engage regularly with them to involve them in relevant business discussions, and explore and examine prospects and opportunities for continuous improvement and innovation.

The governance structure of the company, shall allow its management to oversee and manage vendor relationships, and assign roles and responsibilities within the enterprise to promote accountability with respect to vendor management, review and update regularly its governance processes to adapt to changing needs, improve effectiveness of doing business with vendors, work collaboratively with them, and derive mutually agreeable business solutions. The company shall issue and allot a Unique Vendor Identification Number (UVIN) with associated login credentials as key tools for vendor management solutions, which shall help the company’s vendor management process to improve vendor relationships, automate and manage contracts to have a much better visibility into vendor agreements, search and retrieve contracts, view key contract details, track important dates, access related documents or amendments, and monitor contract obligation and deadlines.

The VToS shall track contract KPIs and allow the company’s management to assess vendor compliance, measure vendor performance, and identify any deviation or area of concern. In identifying insights that help in managing vendor relationships effectively, the VToS shall monitor contractual obligations, terms, and conditions that enable the company to ensure vendor adherence to regulatory requirements, security standards, or service level agreements (SLAs). The VToS shall also serve as a tool to implement vendor risk management strategy to recognize and evaluate the risks associated with third-party vendors by ensuring that they adhere to the necessary performance, compliance, and security standards, and reduce the potential for disruptions or negative impacts on company’s business operations. The UVIN system shall also collect additional vendor data, such as financial statements, references, certifications, and compliance reports; and review and update regularly its vendor risk management strategy to adapt to new threats, regulations, or changes, incorporate contingency plans, define well established process and procedure to transfer services and substitute vendors, and integrate them into the UVIN system with high credibility of the vendors and the least possible disruption to the business operations.

The UVIN shall review vendor’s audit reports, communicate key and significant findings with its management, and look into key issues or risks that require immediate attention to help implement and continuously improve vendor management policy and establish escalation procedures for addressing critical issues. The UVIN shall also capture data in relation to vendors’ upholding of the highest industry standards and contractual obligations through regular audits (data security, compliance, operation, financial, and other specific concerns), and help the company’s governance and management system to identify areas for improvement and provide innovative and constructive feedback.

The vendors’ contract automation in UVIN shall process data and information to improve significantly the efficiency in managing vendor relationships, utilize the company’s digital platforms, and streamline the processes for document submission in Envisioned Evaluation Portal (EEP), namely, www.symbiosis.com.np, which shall, among others, include vendor onboarding and approval workflows through automated notifications and reminders, and facilitate and inform the progress of the vendor’s onboarding process. This shall also help to make use of automated monitoring tools to track transparently and verify vendor compliance with regulatory requirements, industry standards, and internal policies with the help of data and reports that get generate in EEP by enabling data-driven decision-making.

The company may adopt policy to work with a diverse pool of vendors to reduce its reliance on a single vendor in order to help its management to mitigate risks associated with the performance issues, price variations, and capacity limitations with a vendor redundancy and backup program in place to ensure continuous supply of goods and/or services, navigate challenges such as supply shortages and/or geopolitical issues, and leverage the negotiation process as to prices, terms, and quality that lead to better succession of its business and improved relationship with vendors thereby developing its contingency plans and procedures for business transition in the event of a serious disruption.

The UVIN shall also implement the performance-based contracts to maintain the consistency of the business performance, link compensation or incentive to specific performance metrics or outcomes, and meet key performance targets, namely, on-time delivery, quality standards, customer satisfaction, and/or cost efficiency/ saving. The UVIN shall implement vendor’s evaluation processes as a routine task to assess vendor performance against the defined metrics, which involves continuous monitoring, data collection, and analysis to determine the vendors’ adherence to key obligations. The EEP shall regularly review contracts to ensure that vendor’s contract management process align the management at all levels e.g., legal, procurement, and operation with evolving business needs, critical market conditions, overall organizational goals, performance expectations, and changing business requirements. The company shall use a more rigid vendor evaluation process by identifying key areas of improvement, managing opportunities of doing business with the vendors, and mitigating the risks and potential exposures of the risks associated with the company’s vendor selection and management process.

The UVIN shall also determine whether contract re-negotiation or modification is necessary based on the contract evaluation and performance assessment, which may involve addressing underperformance, revising terms and conditions on the basis of such performance, adjusting pricing structures by updating service levels and ensuring that the management has ready access to vendor and contract information available in EEP. Based on the relevant information, the procurement team shall identify bottlenecks, mitigate risks, and make prompt decisions to enable the company to streamline and consolidate the whole vendor management processes in a single and/or centralized location with a unified repository of data and tools to manage vendor information, contracts, performance, and relationships. The UVIN shall also facilitate a well-established system of communication to share documents, exchange messages, and track transaction history within the EEP by promoting transparency and fostering collaboration with suppliers.

The UVIN shall encourage on-going monitoring and evaluation of the vendor’s performance, continuous assessment of vendor’s capability requirement, compliance with relevant rules and regulation requirement throughout the partnership, and state clearly the consequences for non-compliance or conformance, such as penalties, termination of the contract, and corrective action plans. The company shall regularly update the UVIN issued/allotted to the vendors with online notification facilities along with contract milestones, and payments.

Applicability

The VToS shall be applicable to the vendors, who provide following services:

Hotel, Accommodation and Allied Hospitality Service;
Tours and Travels;
Media Information, Broadcasting, and Publication Service;
IT Software and Application Service;
Indoor and Outdoor Catering Services;
Federation, Association and Networks (Non-profit);
Hardware, Machinery and Equipment, and Farm Mechanization;
Office Automation, Electrical and Electronic Supplies;
Event Management and Production;
Construction and Construction Related Services; and
Trekking and Expedition Business.

Contract or Agreement (Sample)

This contract or agreement is entered into as of (16TH day) of (April), Year (2024), the date on which the contract is executed by and between Symbiosis Consultancy Private Limited, hereinafter referred to as the company, and the (company/person’s name), hereinafter referred to as the vendor, which together shall be referred to as the parties, for the supply of goods and services (types, nature, and attributes) by the vendor against the purchase order raised by the company, under the terms (either general or specific), hereinafter referred to as Vendor’s Terms of Service (VToS) agreed upon in writing by the vendor, who shall make, herein, a written representation of its/his understanding of the full requirements in the purchase order. The Annexures 1, Annexure 2, Annexure 3, and Annexure 4 shall form part of VToS. The clause 01 to clause 35 shall form part of the contract or agreement herein given effect to.

General VToS

The format of the vendor’s contract shall be definite. Among others, the VToS shall be meant to include issues, namely, contract structure, recitals, scope of the service, ancillary services, location of the services, location of work, dual employees conditions, service level, records, reporting, breach and termination, dispute resolution, choice of laws, jurisdiction, foreign/cross border vendors, notice requirements, vendor changes, data ownership, compliance with law, contract compensation and fees, ownership and use of trademarks/copyrights/patents, confidentiality, information breaches, audit, indemnification and limits, insurance, default, complaints, subcontracting, and banking oversight.

The general condition on prohibitions of assignment of rights and authority of vendor to third parties without the written consent and approval of The Director – Symbiosis Consultancy Private Limited or any person authorized on this behalf shall be strictly enforced.

Vendors are requested to complete all the vendor forms in electronic print to avoid delay in registration process. The cover letter of the vendor should be completed with bank details for cheque payments to facilitate the timely processing of payment, which must be signed and affixed with vendor’s legal stamp. However, they are free to use their own formats for “Internal Use Only” type communication. No change is vendor’s/beneficiary’s name or bank account shall be allowed unless requested in writing and signed by authorized official/person of the vendor and approved by The Director – Symbiosis Consultancy Private Limited. For foreign/cross border vendors, the furnishing of swift code shall be mandatory.

The cover letter shall be required and furnished to The Director – Symbiosis Consultancy Private Limited if there is change in name of the vendor, address of the vendor, account holder name, bank account number, name of bank and bank address, and bank identification and such other corresponding bank information. However, no cover letter shall be required to be furnished in case there is change in vendor’s contact details (phone, fax, or email address) and contact person’s details. The contact person is any person other than person authorized by the vendor to act on his behalf, subject to furnishing of an authorization letter in this behalf.

The vendor also has to indicate if there are any other business partner (branch office, subsidiary, parent company), who has also registered in the EEP. The vendors are expected to disclose to The Director – Symbiosis Consultancy Private Limited any situation that may appear as a conflict of interest, and disclose it to The Director – Symbiosis Consultancy Private Limited if any CINP Consultant and CIEB, including the members of the CPMT under contract with The Director – Symbiosis Consultancy Private Limited have an interest in any kind in the vendor’s business or any kind of economic ties with the vendor.

Clause 01: Acceptance of Order

Agreement by vendor to supply goods or services, including the products resulting from services as may be contracted or agreed upon, or the commencement of such performance, or acceptance of any payment, shall constitute vendor’s unqualified acceptance of the order subject to the VToS. The purchase order shall be deemed to be accepted by the vendor when it returns the order after duly signing the order for timely supply/provision of goods and services in accordance with the terms stipulated in the contract. The acceptance shall mean that the vendor has made written representation of his understanding of the requirements in the purchase order. Any change in the terms of the supply of goods and services shall be in writing and specifically agreed upon by both parties.

The company shall not be bound to any prices or delivery to which it has not specifically agreed in writing. Any terms or conditions proposed by vendor inconsistent with or in addition to the terms and conditions contained in the contract or agreement shall be void and of no effect unless specifically agreed to by the company in writing. Any modification or addition in the contract thereto, to be effective, must be made in writing and be signed. The VToS, together with any referenced exhibits, attachments or other documents, shall constitute the entire contract or agreement between the parties with respect to the subject matter of the order and/or delivery, and supersede any prior or contemporaneous written or oral agreements pertaining thereto.

Clause 02: Delivery Instruction

Risk of Loss in relation to purchase order and its delivery shall be responsibility of the vendors, who shall ensure proper packaging of goods and compliance with the company’s instructions with respect to its delivery. Unless otherwise directed, all items delivered on the same day from and to a single location must be consolidated on one invoice and submitted to the company prior to final payment.

The title to goods furnished under the purchase order shall pass to the company upon its formal acceptance, regardless of when or where it takes physical possession, unless the contract or agreement provides for earlier passage of title. The vendor shall bear the expense of and risk of loss of, or damage to, the goods until the goods are put into the possession of the carrier designated by the company. The purchase order number(s) must appear on all correspondence, invoice, delivery order, packaging information, and related documents.

Clause 03: Delivery – Notice of Delay

Without limiting any other rights or obligations of the parties hereunder, if the vendor will be unable to deliver the goods by the delivery date(s) stipulated in RFP/RFQ, it shall immediately consult with the company to determine the most expeditious means for delivering the goods and services; and use an expedited means of delivery, at its own cost (unless the delay is due to Force Majeure), if the late delivery can be reasonably expected, and when so requested by the company.

However, the cancellation and/or delay in supply of good or service shall have to be notified in writing by both parties 3 business days prior to the date of supply, while in case of cancellation of an event, the delay must be notified 4 business days prior to the date of event. The vendor shall communicate the delay or cancellation of service to the company’s authorized persons, hereinafter, referred to as the focal person. All communication shall lie upon the focal person.

On time performance shall be a material condition to the purchase order and failure to perform according to the delivery schedule, if unexcused, shall be considered a material breach. Acceptance of late deliveries shall not constitute waiver of this provision. The company shall also reserve the right to refuse or return at the vendor’s risk and expense all excess delivery or in advance of required schedules, or to defer payment on advance deliveries until scheduled delivery dates.

The vendor shall notify the company in writing immediately of any actual or potential delay to the performance of the purchase order. Such notice shall include a proposed revised schedule but such notice and proposal or company’ s receipt or acceptance thereof shall not constitute a waiver to the company’ s rights and remedies hereunder. During performance of the purchase order, the vendor shall be reasonably expected to notify the company of any planned obsolescence of the good(s) set out in the purchase order.

Clause 04: Termination for Convenience

The vendor may, by written notice, terminate the purchase order for convenience and without cause, in whole or in part, at any time, and such termination shall not constitute default. In the event of partial termination, the vendor shall not be excused from performance of the non-terminated balance of work under the purchase order. In the event of termination for convenience by the company, the vendor shall be reimbursed for actual, reasonable, substantiated, and allocable costs, plus a reasonable profit for work performed to date of termination.

Any termination settlement proposal shall be submitted to the company promptly, but no later than sixty (60) business days from the effective date of the termination. In no event shall the amount of any settlement be in excess of the purchase order value. The company may take immediate possession of all goods, complete or incomplete, and all products resulting from services upon written notice of termination to the vendor.

Clause 05: Termination for Default

The company may, after giving a seven (07) calendar days’ notice in writing, and upon the vendor’s failure to make good the default in the above period, terminate the purchase order in whole or in part at any time by notice in writing for breach of any one or more of its terms; failure to deliver goods or services within the time specified by the purchase order or any written extension; failure to make progress so as to endanger the performance of the purchase order; and/or failure to provide adequate assurance of future performance; provided, however, there shall be no such period for default related to failure to meet the delivery schedule or defaults in the circumstances, which are uncontrollable, including force majeure.

The company may also terminate the purchase order in whole or in part without above notice period in the event of the vendor’s suspension of business, insolvency, appointment of a receiver for the vendor’s property or business, or any assignment, reorganization or arrangement by whatever name called by the vendor for the benefit of its creditors.

In the event of partial termination, the vendor shall not be excused from performance of the nonterminated balance of work under the purchase order, in the event of whose default hereunder, the company may exercise any or all rights and remedies accruing to it, both at law, including without limitation, those set forth in the contract or agreement, or in equity, including but not limited to, the vendor’s liability for the company’s excess re-procurement costs for goods or services.

If the purchase order is terminated for default, the company may require the vendor to transfer title to, and deliver to the company, as directed by the company, any completed and partially completed materials and supplies, including contract rights that the vendor has specifically produced or acquired for the terminated portion of the purchase order. Upon direction of the company, the vendor shall also protect and preserve property in its possession in which the company has an interest.

Clause 06: Force Majeure

Except for a default of the vendor’ s subcontractor, neither the company nor the vendor shall be liable for any failure to perform due to any cause beyond their reasonable control and without their fault or negligence. Such causes include, but are not limited to, acts of God or of the public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, epidemics, terrorism, quarantine restrictions, strikes, freight embargoes, and unusually severe weather.

In the event that performance of the purchase order is hindered, delayed or adversely affected by causes of the type described above, then the party whose performance is so affected shall so notify the other party or its authorized representative in writing and, at the company’ s option, the purchase order may be completed with such adjustments to delivery schedule as may reasonably be required by the existence of Force Majeure

Clause 07: Disputes and Governing Laws

Both parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of, or relating to RFP/RFQ or the breach, termination or invalidity thereof. Where the parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the rules governing conciliation, or according to such other procedure as may be agreed between the parties as per the decision of honorary courts of the country.

Unless, any such dispute, controversy or claim between the parties arising out of or relating to this RFP/RFQ or the breach, termination or invalidity thereof is settled amicably under the preceding paragraph of this section within sixty (60) business days (first negotiation) after receipt by one party of the other party's request for such amicable settlement, such dispute, controversy or claim shall be referred by either party to arbitration in accordance with the rules prescribed for arbitration, including its applicable provisions in law of the respective country.

Either party may submit a dispute to a court of competent jurisdiction provided that the parties’ representatives have first attempted in good faith to negotiate a resolution for a period of no less than fifteen (15) business days (second negotiation) following written notice from the party claiming dispute after the expiry of first negotiation period.

The honorary courts shall have authority to award punitive damages if the case if preferred to be adjudicated by the competent court (final negotiation) after the expiry of 15 business days. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as well as the final adjudication of any such controversy, claim or dispute by the competent court. To the extent permitted by applicable law, the parties waive any right they may have to undergo a trial by a competent jurisdiction. Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction at any time.

Pending resolution, reconciliation, adjudication, arbitration, examination, verification, and/or settlement of any dispute arising under the purchase order, the vendor will proceed diligently as directed by the company with the performance of the purchase order.

Irrespective of the place of performance, the purchase order shall be governed and construed in accordance with the laws of the province within Federal Democratic Republic of Nepal from which the purchase order is issued by the company, without regard to its conflicts of laws provisions, except that any provision in the purchase order that is incorporated in full text or by reference from the relevant laws, shall be construed and interpreted according to the Contract Act 2056 (2000) as enunciated and applied by provincial judicial bodies or quasi-judicial agencies. The governing law shall, mutatis mutandis, apply to any amendments or changes that shall be made to the purchase order.

Clause 08: Remedies

Except as otherwise provided herein, the rights and remedies of both parties hereunder shall be in addition to their rights and remedies at law or in equity. Failure of either party to enforce any of its rights shall not constitute a waiver of such rights or of any other rights and shall not be construed as a waiver or relinquishment of any such provisions, rights or remedies; rather, the same shall remain in full force and effect. The company shall be entitled at all times to set off any amount owing at any time from the vendor to the company, against any amount payable at any time by the company to the vendor.

Clause 09: Proprietary Rights

Unless otherwise expressly agreed in a contemporaneous or subsequent writing to the contrary or otherwise expressly set forth in the purchase order, all specifications, information, design, data, drawings, software and other items which are supplied to the vendor by the company or obtained or developed by the vendor in the performance of the purchase order or paid for by the company shall be proprietary to the company and used only for purposes of providing goods or services to the company pursuant to the purchase order, and shall not be disclosed to any third party without the company’ s express written consent.

Unless otherwise expressly agreed in a contemporaneous or subsequent writing to the contrary or otherwise expressly set forth in the purchase order, any invention or intellectual property first made or conceived by the vendor in the performance of the purchase order or which is derived from or based on the use of information supplied by the company, hereinafter referred to as foreground intellectual property, shall be considered to be the property of the company.

All such items supplied by the company or obtained by the vendor in performance of the purchase order or paid for by the company shall be promptly provided to the company on request or upon completion of the purchase order.

The vendor hereby assigns its rights in the foreground intellectual property to the company and shall execute such documents necessary to perfect the company’ s title thereto. Unless otherwise expressly agreed in a contemporaneous or subsequent writing to the contrary or otherwise expressly set forth in the purchase order, any work performed pursuant to the purchase order which includes any copyright interest shall be considered a “work contract”. To the extent any of such works do not qualify as a “work contract”, the vendor hereby assigns to the company all its intellectual property rights, including its copyright or any similar right the nature, whatsoever, in such works effective immediately upon creation of such works, including when they are first fixed in a tangible medium.

With respect to any applicable laws as may be applicable to the purchase order relating to license rights in commercial or noncommercial technical data, including computer software and / or software documentation, the vendor grants to the company the right to use, disclose, transfer, copy, modify, combine, integrate or make derivative works of any such technical data, computer software and/or software documentation delivered under the purchase order, to the extent necessary, and for such period as is required, for the company to complete its performance.

If such computer software or software documentation is supplied by the vendor to the company under the purchase order, and such computer software and software documentation is for future delivery to the company’s customers, the company shall be permitted to transfer the computer software, software documentation and licenses granted to the company’s customers for such period of time as the company’s customers shall be entitled to

Use such computer software or software documentation;

Modify the computer software or software documentation or combine it with other software subject to the provision that those portions of the modified software which incorporate the original software are subject to the same license rights as the original software; and

Grant access to the use of the computer software and software documentation to the company’s affiliates, consultants, subcontractors, team members, customers, and similar parties and to their respective employees in connection with the company’s and its customer’s authorized uses thereof.

Such access is provided on the condition that prior to such access all such parties have suitable obligations in place protecting the vendor’s rights in the computer software or software documentation which are in substance consistent with the provisions of the purchase order. Notwithstanding anything to the contrary in this section, the provisions of the procurement act to the extent applicable to the purchase order shall, when applicable, take precedence over any conflicting provision herein incorporated.

However, non-applicability of any specific provisions of the act shall not imply that the vendor has right to obviate or modify any technical data, subject inventions, copyrights, software, and similar intellectual property which the vendor has previously granted to the company pursuant to prior agreements between the parties.

Clause 10: The Company’s Property

All items supplied by the vendor and paid for by the company shall be and remain the property of the company and be returned to it on its request. All such items, material, or supplies, by whatever name called, shall be used only in the performance of work under the purchase order unless the company consents otherwise in writing. Goods made in accordance with the company’ s specifications and drawings shall not be furnished or quoted by the vendor to any other person or concern without the company’ s prior written consent.

The vendor shall have the obligation to maintain all or any property (ies) furnished by the company to the vendor and all property to which the company acquires an interest by the purchase order and shall be responsible for all loss or damage to said property except for normal wear and tear. The vendor shall report the root cause and all pertinent facts as soon as they become known of such loss or damage, and corrective action taken to prevent their recurrence, at no additional cost to the company.

Upon request, the vendor shall provide the company with adequate proof of insurance against such risk of loss or damage. The vendor shall clearly mark, maintain in inventory, and keep segregated all of the company’s property in as state identifiable without reasonable efforts.

Clause 11: Release of Information

The vendor shall not publish, distribute, or use any information developed under or about the existence of the purchase order, or use the company’s name (including the name of any division, affiliate or subsidiary thereof), logo, trademark, service mark, or trade dress for the purpose of advertising, making a news release, creating a business reference, creating a website content or for goods or service endorsement without prior written approval of the company.

Clause 12: Order of Precedence

In the event of any inconsistency or conflict between or among the provisions of the purchase order, such inconsistency or conflict shall, subject to applicability of specific law, be resolved by having regard to the order-specific text on the purchase order; documents incorporated by reference on the purchase order which apply to the purchase order as a whole and not to a specific line item therein and not otherwise referenced wheresoever in the terms of the service.

The company’s specifications, including but not limited to its quality notes, if any, shall prevail over the specifications of the vendor. In the event of conflict between specifications, drawings, samples, designated type, part number, or catalog description, the specifications shall govern over drawings, drawings over samples, whether or not approved by the company, and samples over designated type, part number, or catalog description.

In cases of ambiguity in the specifications, drawings, or other requirements of the purchase order, the vendor must, before proceeding, consult the company, whose written interpretation shall be final.

Clause 13: Warranty

The vendor shall warrant that the goods shall be new, free from defects in workmanship, materials, and design and in accordance with all the requirements of the purchase order. The vendor shall warrant further that the performance of work and services shall conform with the requirements of the purchase order and to high professional standards.

Unless the company expressly identifies the goods that are procured under the purchase order as nontechnical and for the company’s internal use only, the vendor shall warrant without limitation as to time that the goods delivered pursuant to the purchase order shall be and only contain materials obtained directly from the original manufacturer or authorized distributor; not be or contain counterfeit items, meaning an unlawful or unauthorized reproduction, substitution, alteration, or the false identification of grade, serial number, lot number, date code, or performance characteristic, that has been knowingly mismarked, misidentified, or otherwise misrepresented to be an authentic item; and/or contain only authentic, unaltered labels and other markings.

The company shall have the right to audit, inspect, and / or approve the processes at any time before or after delivery of the goods ordered and have the right to require changes to the processes to conform with the company’s defined standards, if any. Failure of the vendor or any of its subcontractors to conform to the above process specifications and provisions may result in the termination of the purchase order.

The vendor shall immediately notify the company with the pertinent facts if the vendor becomes aware of or suspects that items delivered for the purchase order are, or contain, counterfeit items. The company shall have the right to quarantine and examine such good for further investigation. The vendor and/or the vendor’s subcontractors shall cooperate in good faith with any investigation conducted by the company. Upon The company’s request, the vendor shall provide the company certificates of conformance with respect to the goods delivered. The company shall not be liable for payment to the vendor of the price of any counterfeit items until determined to be authentic.

The vendor warrants without limitation as to time that any hardware, software and firmware goods delivered under the purchase order shall not contain any viruses, malicious code, trojan horse, worm, time bomb, self-help code, back door, or other software code or routine designed to damage, destroy or alter any software or hardware; reveal, damage, destroy, or alter any data; disable any computer program automatically; or permit unauthorized access to any software or hardware; nor shall they contain any third party software (including software that may be considered free software or open source software) that may require any software to be published, accessed or otherwise made available without the consent of the company, or require distribution, copying or modification of any software free of charge.

The goods supplied and received under purchase order shall not infringe any patent, copyright, trademark, or other proprietary right of any third party or misappropriate any trade secret of any third party. The warranty entitlements shall inure to the benefit of both the company and its partners/clients including ultimate users.

The vendor shall be liable for and save the company harmless from any loss, damage, or expense that the company may suffer from breach of any of these warranties. Remedies shall be at the company’s election, including, but not limited to, the prompt repair, replacement, or reimbursement of the purchase price of nonconforming goods and, in the case of services either the prompt correction of the defective services at no cost or reimbursement of the amounts paid for such services.

Return to the vendor of defective or nonconforming goods and redelivery to the company of repaired or replaced goods shall be at the vendor’s expense. Goods or services required to be corrected, repaired or replaced shall be subject to the provisions mentioned herein in the same manner and to the same extent as goods or services originally delivered under the purchase order, but only as to the repaired or replaced goods or parts thereof or the corrected service thereof. The vendor shall promptly comply with the company’s direction to repair, rework, or replace the goods; furnish any material or part and installation required to successfully correct the defect or nonconformance or successfully correct the defective or nonconforming service.

Clause 14: Inspection

All goods and services shall be subject to inspection and test at all reasonable times and places by the company or its authorized person (s) before, during, and after performance and delivery. The company may require the vendor to repair, replace or reimburse the purchase price of rejected goods or it may accept any goods and upon discovery of nonconformance, and reject or keep and rework any such goods not so conforming. The cost of repair, rework, replacement, inspection, transportation, repackaging, and/or reinspection by the company shall be at the vendor’s expense. The company’s acceptance of goods or services shall not be deemed to diminish the company’s rights or be final or binding on the company if latent defects, technical defaults, fraud, or misrepresentation on the part of the vendor exists.

The vendor shall provide reasonable support and access to the company in the inspection and test of the goods and services without additional charge. Neither the company’s inspection nor the company’s failure to inspect shall relieve the vendor of any responsibility to perform according to the terms of the purchase order. Notwithstanding any other provision of the purchase order, the risk of loss of, or damage to, nonconforming goods remains with the vendor until they make good of the defects.

Clause 15: Changes/modifications

The company shall have the right by written notice to suspend or stop work or to make changes from time to time in the services to be rendered or the goods to be furnished by the vendor or the delivery schedule. If such suspension, stoppage, or changes cause an increase or decrease in the cost of performance of the purchase order or in the time required for its performance, an equitable adjustment shall be negotiated promptly and the purchase order shall be modified in writing accordingly.

Any claim by the vendor for adjustment mentioned herein must be asserted in writing within fifteen (15) business days from the date of receipt by the vendor of notification of the change or suspension and shall be followed as soon as practicable with specification of the amount claimed and supporting cost figures. Failure to agree to any such change shall be resolved in accordance with the provisions outlined in the “Disputes and Governing Law” section. However, nothing herein shall excuse the vendor from proceeding with the purchase order as changed pending resolution of the claim.

Clause 16: Infringement

The vendor shall warrant that use or consumption by the company of the goods and services covered by the purchase order and supplied under the contract does not infringe any patent, design, trade-name or trade-mark, including patent, design, trade-name or trademark arising in connection with the supply of the goods and services under the contract. In addition, the service provider shall, pursuant to this warranty, indemnify, defend and hold the company harmless from any actions or claims brought against it

The vendor represents and warrants that all goods and services, for purposes of this section, provided by the vendor pursuant to the purchase order, which are not of the company’ s design, do not infringe or misappropriate any third party intellectual property rights and that any use or sale of such goods and services by the company or any of its partners/clients including ultimate users shall be free from any claims of infringement.

The vendor shall indemnify and hold the company, and its partners/clients including ultimate users harmless from any and all expenses, liability, and loss of any kind (including all costs and expenses including legal fees) arising out of claims, suits, or actions alleging such infringement, which claims, suits, or actions the vendor, hereby, agrees to defend, at the vendor’ s expense, if requested to do so by the company.

Moreover, the vendor may replace or modify infringing goods or services with comparable items acceptable to the company of substantially the same form, fit, and function so as to remove the source of infringement, and the vendor’ s obligations under the purchase order, including the purchase order covered by the warranty section shall apply to the replacement and modified items. If the use or sale of any good or service is charged as a result of such claim, suit or action, the vendor, at no expense to the company, shall obtain for the company and its partners/clients including ultimate users the right to use such goods and services.

Clause 17: Taxes, Statutory Dues, and Exemptions

The tax exemption in relation to supply of good and services and in respect of articles imported and exported (custom duties and other tax obligations of the similar nature) for the company’s official use shall be duly accounted for in the books of the vendors, who shall have to give credit to the company pursuant to statutory provisions granting such exemption. In case any tax authority disallows such exemption from such taxes, duties or charges, the vendor shall give notice of the fact to the company. Accordingly, the vendor shall authorize the company to deduct from the contract amount represented by such taxes, duties, or charges in the invoice. Both parties shall provide source document evidencing the payment of taxes, duties or charges.

The vendor shall charge the company price including applicable taxes and fees indicated separately in the invoice for the supply of goods and services. The prices shall not include any duties, taxes, or fees for which the vendor has claimed and furnished a valid exemption certificate or other evidence of exemption. The vendor shall retain the responsibility to remit taxes collected from the company to the relevant tax authority. To the extent that the company is required to do so under applicable law or tax regulations, the company shall deduct from any payments due to the vendor pursuant to the purchase order such taxes as the company is required to withhold from such payments and to pay to the relevant tax authorities; provided, however, that the company provides the vendor with relevant tax receipts or other suitable documentation evidencing the payment of such taxes promptly after such taxes are paid.

Any refund, credit, or rebate of any duties, taxes, or fees (including any drawback claim) that related to the purchase order shall inure solely to the company’s benefit and shall be assigned to the company by the vendor. The vendor shall reasonably assist the company in the company’s effort to realize any such available amounts.

Clause 18: Assignments, Subcontracting, Organizational Changes, and Place of Performance

The vendor shall not, except after obtaining the written consent of the company, assign any rights; transfer, delegate, pledge any of its obligation due or to become due under the purchase order; subcontract all or substantially all of its obligations under the purchase order; and make other disposition of the RFP/RFQ or any of its or any part thereof, or any of the its rights or obligations under the RFP/RFQ. Any such purported assignment, delegation, or subcontracting by the vendor without such consent shall be void.

Should the vendor become insolvent or its control interest change by virtue of insolvency, disposition, dislocation, transfer, merger and succession, the company may, without prejudice to any other rights or remedies, immediately terminate the RFP/RFQ by giving the service provider written notice of termination.

The company may assign the purchase order to any affiliated company strictly under agreement, any successor in interest, and/or the company’s existing vendor. The vendor shall promptly notify the company in writing of the ownership changes, or mergers or acquisitions. The vendor shall also, in writing, intimate the change in place of performance under the purchase order.

Clause 19: Compliance with Law

The vendor shall warrant that the supply of goods and service under the purchase order shall have to be so supplied in compliance with relevant act – provincial or local, including local laws, rules, and regulations there under, including but not limited to, Child Labour (Prohibition and Regulation) Act 2056 (2000), The Labour Act, 2017 (2074), and/or Act to Amend Some Nepal Acts for Maintaining Gender Equality, 2063 (2006) etc.

“The vendor shall represent and warrant that neither it nor any of its affiliates is engaged in any practice inconsistent with the rights set forth in the Convention on the Rights of the Child, including Article 32 thereof of United Nations, which, inter alia, requires that a child shall be protected from performing any work that is likely to be hazardous or to interfere with the child's education, or to be harmful to the child's health or physical, mental, spiritual, moral or social development. Any breach of this representation and warranty shall entitle the company to terminate RFP/RFQ immediately upon notice to the vendor, without any liability for termination charges or any other liability of any kind imposed on the company”.

The vendor acknowledges that its actions may subject it and the company to liability under the relevant act, including rules and regulations made thereunder over the activities performed pursuant to the purchase order (together and individually). If at any time the vendor becomes aware of information or circumstances that suggest any violation of the act, it shall notify the company immediately in writing, but not more than seven (7) business days after becoming aware of such circumstances. The vendor shall maintain books, records, and accounts, which in reasonable detail, accurately and fairly reflect the transactions. Any modification or amendment to the purchase order shall have to presented for certification by the company. The vendor’s price quotations and invoice prices shall accurately and fairly reflect the commensurate value of the goods and services supplied under the purchase order.

The vendor shall have to maintain the confidentiality of the transaction and create, collect, use, process, store, maintain, and handle the personally identifiable information and technical data in its system of records. The vendor shall have to obtain registrations, licenses, and permits if it is required to do so by the nature of transaction and perform the works thereunder. The vendor shall agree to defend, indemnify, and save the company harmless from any loss, damage, fine, penalty, or expense that the company may suffer as a result of its failure to comply with the relevant acts, rules and regulation made thereunder.

Clause 20: Responsibility and Insurance

The vendor shall maintain, and require its subcontractors to maintain, the insurance coverages that are specified as required in the purchase order. Upon the company’s request, the vendor shall provide the company with certificates of insurance evidencing required insurance. The vendor shall comply with all the rules and regulations established by the company that relates to insurance of the subject matter of its programs, whatsoever. The vendor shall be responsible for the actions and failure to act in connection with the performance of the purchase order in so far it relates to insurance of the goods supplied or subject matters covered by its programs.

Clause 21: Indemnity Against Claims

The vendor shall supply goods supplied free and clear of all liens and encumbrances, in course of performance of the purchase order. The vendor shall, without limitation, indemnify the company for all costs, expenses, and liability which arise from loss or damage attributed to, or caused by, the goods supplied, or the services performed by the vendor pursuant to the purchase order, including, without limitation, latent defects in such goods and/or services, including loss or damage caused by the negligence of its employees, and subcontractors.

In case of failure by the vendor to fulfill its obligations under the VToS, including Terms of Reference (ToR) underlying RFP/RFQ, including but not limited to failure to obtain necessary provision and make supply of goods and service required under the contract including import licenses/authorization, or to make supply of all or part of the goods and services by the agreed upon delivery date or dates, the company may, after giving the vendor a reasonable notice to perform the obligations, and in case of failure to perform by the vendor, without prejudice to any other rights or remedies, exercise one or more of the following rights:

Procure all or part of the goods from other sources, in which event the company may hold the vendor responsible for any excess cost occasioned thereby;

Refuse to accept delivery of all or part of the goods;

Cancel the RFP/RFQ without any liability for termination charges or any other liability of any kind imposed on the company.

Clause 22: Currency and Credits

The payment under any contract or arrangement shall be in Nepalese Rupees (NPR) unless otherwise agreed to by specific reference in the purchase order. The vendor and its subcontractor shall have to prepare statement of credit of the transactions carried out resulting from the purchase order. The vendor shall provide a copy of each purchase order or subcontract placed with a domestic source under the purchase order in support of the company’s rights to know the credit obligation.

The vendor shall execute all necessary documents to evidence the company’s right to use or assign or offset any advance or upfront sum. The company shall reserve the right to use, assign or offset such advance or upfront sum under the purchase order to third parties. The vendor shall subcontract the works with prior approval of the company pursuant to any purchase order.

Clause 23: Specific Import

The vendor shall undertake to comply with Custom Act 2064 (2007), and relevant rules and regulations, thereunder with respect to specific/earmarked imports to be made by vendor for the company of the goods covered under the purchase order to ensure that any such import, disclosure, delivery, transfer or retransfer is undertaken in accordance with the foregoing act. No transfer or retransfer shall take place unless such transfer or retransfer is expressly permitted by the company.

The vendor shall notify the company the receipt of all deliverables under the purchase order in case of such transfer or retransfer including classification of all items delivered. In case of packaged deliverable, the vendor shall notify the design and manufacturing process including their import classification if such deliverable includes items that have to be specifically imported. If the company seeks any import authorizations for the goods or items comprising of the packaged deliverable, or seeks to confirm compliance with applicable laws and regulations, the vendor shall provide the company with appropriate information as necessary. The vendor shall promptly notify the company of any known or suspected violation of import laws or regulations.

The vendor shall promptly notify the company of any changed circumstance that may require the company to seek a new authorization, or a revision or amendment to an existing authorization, or that may impact the vendor’s ability to perform under this contract, and its costs/fees (including but not limited to a change in name or ownership, the desired addition of a new subcontractor and/or affiliate which is importing). The vendor shall comply with requests from the company for additional information regarding any such changed circumstance.

The vendor shall not engage in any subcontracts relating to the purchase order except in accordance with the terms of the service herein mentioned. The vendor will abide by all provisos, requirements, and restrictions related to the applicable authorization. The vendor will provide to the company accurate and complete records relating to all activities for which such records are required under applicable laws.

The vendor will immediately notify the company of any change in circumstance that may require an amendment to an existing authorization or the obtaining of a new authorization. The vendor shall indemnify the company for all liabilities, penalties, losses, damages, costs or expenses that may be imposed on or incurred by the company in connection with any violations of Custom Act, including rules and regulations made there under, by the vendor, its officers, employees, agents, and/or subcontractors.

Clause 24: Severability

If any provision of the purchase order or application thereof is found invalid, illegal or unenforceable by law, the remainder of the purchase order will remain valid, enforceable and in full force and effect, and the parties will negotiate in good faith to substitute a provision of like economic intent and effect.

Clause 25: Standards of Business Ethics and Conduct

By the acceptance of the purchase order, the vendor shall represent that it has not participated in any conduct in connection with the purchase order that violates the business ethics, applicable standards, and good conduct of the vendor. If, at any time, the company determines that the vendor is in violation of the business ethics, applicable standards, and good conduct, the company may cancel the purchase order upon written notice to the vendor and the company shall have no further obligation to the vendor.

Clause 26: Priority Rating

If so identified, the purchase order is a “rated order” certified for key programs of the company, the vendor shall follow all the requirements of the program complete in all respects.

Clause 27: Survivability

The vendor’s obligations that by their very nature must survive expiration, termination or completion of the purchase order, including but not limited to obligations under the relevant acts, intellectual property or copy and other proprietary right act, electronic transaction act 2063, warranty, infringement, custom (including rebate, drawback, and subsidy), insurance, indemnity against claims, termination of default, termination for convenience and such other regulation shall survive expiration, termination, or completion of the purchase order.

Clause 28: Electronic Transmissions

The parties shall agree that the purchase order, if transmitted electronically and the electronic signatures thereon are authenticated; and that neither party shall contest the validity of such on the basis that the purchase order was electronically transmitted or contains an electronic signature. The vendor shall, at the company’s request and the vendor’s expense, send and receive business transactions by electronic means using web-based technologies. Such technologies for electronic transmissions may include, but not be limited to email; the internet directly between the company and the vendor; web portal, and its current and future electronic data interchange (“EDI”) systems. The general terms and condition, user agreement, website user agreement, and website community guidelines to the extent they are applicable to the vendor shall be the part of standard terms and conditions, which shall be supplemented by, and superseded to the extent inconsistent with the general terms and conditions of the purchase.

Clause 29: Company’s Access to Vendor’s Records and Facilities

The vendor shall maintain general records relating to the purchase order for a minimum period of four years after completion of the purchase order or for such longer period as required by law. In order to assess the vendor’s work quality, compliance with the purchase order, and / or overall financial condition, the company or its authorized agents and representatives shall have the right during normal business hours and with adequate notice to call the vendors to furnish relevant records, accounts, financial annexure, details, procurement plan, import documentation, custom clearances, tax payments, and such other documents relating to any of the vendor’s obligations under the purchase order, including such document, which may be required to complete the audit of the financial statement of the company by an independent auditor.

Clause 30: Quality Requirements

The vendor shall require its subcontractors, and lower-tier suppliers to comply with quality assurance requirements comparable to those contained in the purchase order. The vendor shall assume responsibility for the quality of all procured material and workmanship as an integral clause of the contract.

Clause 31: Vendor’s Information Technology

The vendor shall maintain data protection processes and systems sufficient to adequately protect requirement specifications, information, input forms, data, artifacts, software, software documentation, rights, and other items which are supplied to the vendor by the company, obtained or developed by the vendor in the performance of the purchase order or paid for by the company, hereinafter referred to as the company’s data, and to comply with any law or regulation applicable to such data.

If the security incident occurs, meaning that the vendor has knowledge or reasonable beliefs as to unauthorized disclosure, access or acquisition by an unauthorized individual or individuals; the vendor shall use commercially reasonable efforts to investigate, contain, remediate the incident, and notify the company in writing promptly, but not later than three (3) business days after discovering the incident. The vendor’s notification to the company of such incident shall include sending an email to the company, defining the incidents using industry standard encryption methods or by communicating in writing.

Clause 32: Payment

The company shall, in case of supply of goods, make payment of final installment within 5 business days of the receipt of the goods; in case of supply of service, within 3 business days of the completion of the provision of service; and in case of organization of event, within 5 business days of the event attracting the issuance of tax invoice. The payment against the invoice referred to as above shall be net of discounts shown separately in the invoice. Unless required by the company, the vendor shall issue a single tax invoice in respect of complete supply of goods and services. In case of additional supply/provision of goods and services not covered by the initial contract, the vendor shall issue a separate tax invoice, subject to prior intimation to the company.

Clause 33: Risk of Loss

Unless otherwise agreed by the parties, the risk of loss, damage to or destruction of the goods and services supplied under the contract or agreement shall be the responsibility of the vendor upto the point of supply or delivery. The vendor shall, in case of supply of event-based services, have to provide warrants that the goods, including their on-premise storage, conform to the specifications and nature of the goods, being the items contemplated in technical specification; are fit for the purposes for which such goods are ordinarily used and for the purposes expressly mentioned in the purchase order; and free from defects in procurement, storage and materials in substance. The vendor shall also warrant that the goods in the purchase order are given adequate protection in terms of their packaging and preservation. The company shall, at all reasonable time, inspect the goods covered by the purchase order and provisioned for a particular event. The company shall have right to reject and refuse acceptance of goods not conforming to the specification and standards agreed upon in this regard. Accordingly, notwithstanding anything contained therein payment clause, the technical specification shall be deemed void ab-initio.

Clause 34: Authority to Modify

Pursuant to the governing document of the company, and unless and otherwise specifically authorized on this behalf, the Director – Symbiosis Consultancy Private Limited, shall have the exclusive authority to agree on behalf of the company to any modification of or change in the contract or agreement, to a waiver of any of the provisions or to any additional contractual relationship of any kind with the vendor. Accordingly, no modification or change in the contract or agreement shall be valid and enforceable against the company unless provided by an amendment to the final agreement signed by the vendor and the person specifically authorized on this behalf.

Clause 35: Portal Fees and Registration Charges

The CINP vendor registration fee shall be Npr 20,000 (Nepalese Rupees Twenty Thousand, in words). The CINP vendor registration fee for foreign vendors shall be USD 250. The registration fee shall cover the following services offered by the company:

Service fees for credentials (unique identifiers comprising User ID and Password) evaluation report that help vendors to get registered into EEP, namely, www.symbiosis.com.np to do business with the company on principal-to-principal basis, including vendor’s enrolment into CDPS;

Issuance of Vendor-management-cum-policy guidelines (VMPG) and Generation of IBCC Reports – applicable for Hotel, Accommodation, and Allied Hospitality Service Vendors;

Registration of vendors into Vendor Based Residential Facility Scheme (VBRFS), hereinafter referred to as VBRFS Contract; to be provided on-premise by vendors through login credential, and utilization of VBRFS services and amenities by the CINP Volunteers, who come to practice development sectors in different parts in the country – “Federal Democratic Republic of Nepal” with a minimum tenure of the contract for 3 months that is open for bidding in the company’s EEP provided on ‘an equal opportunity and a revolving basis’ – applicable for Hotel, Accommodation, and Allied Hospitality Service Vendors;

Vendors’ onboarding and orientation before the execution of the contract under vendor residential program for one (1) day VMPG discussion programs, including enrolment into CDPS - applicable for Hotel, Accommodation, and Allied Hospitality Service Vendors;

Profile creation and document lifecycle management charges for key data and information to be accessed by the multiple donors, who reside in EEP; and cost-free download of maximum 3 competitive bid documents under CINP Competitive and Transparent Bid Quotation (CTBQ) forming part of VToS;

Non-refundable application fee for all information to be accessed in CMDP on full schedule of the upcoming events and request for proposal/request for quotation (RFP/RFQ), including contract management, as well as Terms of Reference (ToR) discussions with the CMDP post-award of the contract to the respective vendors;

Delivery of an expert advice and a direct assistance programs by CINP Consultants and CIEB for large programs/projects open for competitive bidding to be undertaken by all vendors irrespective of the nature of the business; and

The annual charges for vendor’s visit to the company’s premise for discussion of the specifics of the program, including program safety instruction to be provided to the vendors; with the CINP Program Management Team (CPMT) before the commencement of designated event/work schedules.

Clause 36: Other

The vendor shall not use the name, emblem or official seal of the company or the company for any purpose except when necessary for execution of the contract or referral sought by it pursuant to successful completion of the contract, nor it shall advertise or otherwise make public that it has made supply of goods and services to the company without specific permission of the company in each instance.

Nothing in or related to VToS or the terms and conditions governing RFP/RFQ shall be deemed a waiver of any of the privileges and immunities of the company, including its subsidiary organs.

The prospective vendors are invited to review the specific terms of the service and bidding procedures in order to ascertain their current and future eligibility with respect to CINP Competitive and Transparent Bid Quotation (CTBQ) and CINP Decentralized Purchase System (CDPS) – A Specific Provision (refer to annexure 03).

Annexure 1: Specific Terms of Service for Hotel, Accommodation and Allied Hospitality Service

The VToS of the vendors, who provide hotel, accommodation and allied hospitality service shall be guided by Vendor Management-cum-Policy Guidelines (VMPG). The VMPG shall be a guiding document for the award of the contracts called upon the vendors through competitive bidding process, hereinafter referred to as Request for Proposal (RFP) and/or Request for Quotation (RFQ) that relates to the CINP Conference and Seminar Programs (CCSP). The standard charges shall apply for issuance of VMPG and bid documents as per the policy of the company. The VMPG shall be downloadable by logging into EEP, namely, www.symbiosis.com.np or made available by registered post or courier service after valid issuance of the UVIN to the vendors.

The CINP Consultants and CINP Independent Expert Bodies (CIEB) shall manage the CCSP held at Vendor’s Property including the appraisal of vendor’s performance in relation to conduct of pre-and-post conference and seminar activities and maximize the benefit of CINP resources at Fund and Program Level Activity (FPLA), who shall accept vendor’s support to hold CCSP as crucial tool to deliver the stated goals and objectives of CINP and provide Prospective Partner Entities (PPE) an opportunity for significant engagement and visibility to all CINP donor partners on a wide range of FPLA within CINP.

The CINP Multiple Donor Platform (CMDP) shall formulate suitable policies for check-in to the vendor’s property by the CINP consultants and CIEB for their timely presence at CCSP locations to avoid journey loss and ensure that they shall be able to commence its formal session, distribute its supplies and modules; and undertake property and program registration of CINP Residential Guest Participants (CRGP).

The property and program registration in between the period of the CCSP shall be accomplished in a form, hereinafter referred to as Exclusive Non-adjacent Room Allotment Plan (ENRAP) in terms of the annexure presented in detail in VMPG issued to the vendors. Hence, the preparation of ENRAP by the CCSP vendors shall be guided by VMPG itself.

The CCSP shall, in case of PPE, comprise of

CINP Program Briefs (CPB);
CINP Guidelines Discussion Programs (CGDP);
CINP Regional Seminars (CRS);
Fund and Program Level Activity (FPLA) Trainings;
CINP Pre-consultation of PPE;
CINP Governance and Management Trainings (CGMT); and
Workshop on Emerging Best Practices (WEBP);

The CCSP shall, in case of volunteers, social mobilizers, and network facilitators, comprise of

CINP On-boarding and Orientation of Volunteers (COOV);
CINP On-boarding and Orientation of Social Mobilizers (COOS);
CINP On-boarding and Orientation of Network Facilitators (COONF); and
Workshop on Emerging Best Practices (WEBP).

The CCSP shall, in case of, CINP consultants and CIEB, comprise of

Orientation Program for Consultants and CIEB (OPFCC);
CINP Progress Discussions (CPD); and
Workshop on Emerging Best Practices (WEBP).

The CINP Consultants and CIEB shall ensure that

The CCSP are conducted with CINP resource support aligned with CINP roadmap objectives and critical needs with an objective to assess and address the gaps in a consistent and timely manner, while the strategic-level discussions are regularly held to discuss on the progress towards these objectives and needs, while creating a single platform for CINP Innovation and Donor Coordination Unit (CIDCU);

The CINP utilize CINP Risk Register (CRR), which is a risk log functionality in CINP Standard Project Management and Information System (CSPMIS) developed at the inception of the CINP and updated on a regular basis throughout the CINP lifecycle by communicating in writing the risks associated with the conduct of the CCSP to the vendors;

The vendors provide an adequate provision of Accommodation Process Level Service (APLS), Food Provision Level Service (FPLS), Security and Surveillance Level Service (SSLS), Conference and Seminar Program Service (CSPS), and Specific Amenity Level Service (SALS) to CINP Residential Guest Participants (CRGP) representing PPE in CCSP in compliance with VMPG; who also complies Vendor-Management-cum-Policy Guidelines (VMPG) as may be issued and amended from time to time, which aims to assess FPLA strategic and operational risks and identify mitigating circumstances by maintaining CINP risks at minimum;

The vendor has in place an effective, efficient, and continuous operation of internal control to mitigate and minimize overall risks related to Business Process Level Service (BPLS) for effective rendering of the services, whose management complies with all functional documents governing its rendering of CCSP services in compliance with VMPG and allows itself to be assessed against the guidelines and annexures issued thereunder including all or any amendments to such guidelines or annexure given effect to from time to time;

The vendor management owns and commits to the goals and objectives of CCSP; and demonstrates active involvement in the alignment of participatory approach in coordinating CINP meetings and workshops;

The CINP Program Management Team (CPMT) makes full use of unique competencies of the vendors with technically approved specifications of the service and service attributes in a cost-effective manner based on the needs of the CINP; and

The vendor management has been duly issued UVIN to allow CINP Recordkeeping and Service Tracking (CRKST), and the person-in-charge of the CPMT duly exercises his right, power and authority (RPA) for issuance, allotment, addition, deletion, and modification of UVIN, including but not limited to database of vendors, overseeing the matters to which the vendors act in such capacity as an authorized signatory to VMPG.

All LPVs shall comply with Independent Business Compliance Checklist (IBCC) applied by the Consultants and CIEB, which shall be a general compliance self-assessment mandated by CMDP or CPMT with respect to the maintenance of basic and critical service infrastructure and security arrangements at vendor’s property (mostly qualitative assessment) required by the nature of the CINP.

Annexure 2: Independent Business Compliance Checklist (IBCC)

IBCC (Part A)

Part A shall contain lists that shortlisted business vendors have to pay attention to in order to stay compliant with the future terms of contract based on Request for Proposal (RFP/RFQ) so as to offer property related services in relation to CCSP. IBCC also seeks to assess comparability of technical specification and price basis of quotation (PBQ) submitted by shortlisted vendors so that all the specifications, which they offer are in line with CINP requirement. Failure to offer services as per technical specification may result in delay of the contract, cash outflows in the nature of compensation, fines, penalties, and even the recession the contract or agreement bringing into undue and superfluous cost rise of the program and unhealthy litigation between contracting parties. None of these outcomes would drive the contract to a good start.

IBCC also requires vendor(s) to report all changes to The Program Director – Core Inclusion Nepal Program (CINP) as soon as possible so that the company has accurate information on record about the shortlisted vendor company/entity. Such changes may relate to extended inactivity of the shortlisted vendor, change in the business-type, change in registered place of the business, change in ownership or controlling interest, including changes in statutory records, namely article of association, memorandum of association, standard operating procedure, and bye-laws that govern the internal operation of the vendor, including disinvestment. The vendor shall submit the IBCC online. Given the scope of compliance liability, it would be advisable for vendors to seek expert professional consultation with regard to the interpretation and application of the norms and stipulation as outlined in IBCC, management’s technical specification and annexures to RFP/RFQ.

IBCC (Part B)

For the execution of CINP, it utilizes IBCC, which requires shortlisted vendor to declare their compliance status with specific terms of the RFP/RFQ in terms of Core Inclusion Nepal Program (CINP) – guidelines (CINP-g) and its relevant clauses governing the CTBQ. The IBCC shall be agreed upon pursuant to declaration of CINP, which is applicable for all shortlisted vendors on a mandatory basis for all contracts to be awarded to vendor companies. This shall allow vendors to become familiar with the checklist. As annexures also, the compliance with IBCC shall be mandatory to the vendors, who actively take participation in CTBQ along final submission of the governing documents. The vendors can extract the relevant provisions enshrined in CINP-g governing VToS once they are issued the UVIN.

The IBCC shall apply for each accounting year/financial year in which the vendor is in active business. The financial statements pertaining to the period preceding the commencement of CINP has to be submitted if the audit period precedes the commencement of CINP. IBCC shall require vendor to answer all checklist-based questions in “yes (complied)”, or “no, not complied” and/or “not applicable” accents, including descriptive questions that indicate the soundness of its security system, wheresoever required. The portal registration charges shall be inclusive of IBCC assessment as per the terms stipulated in the contract in this behalf. It shall be mandatory for all vendors to provide a copy of the source image of the IBCC to The Director – Core Inclusion Nepal Program (CINP) through e-mail attachment.

Annexure 03: Competitive and Transparent Bid Quotation (CTBQ) and CINP Decentralized Purchase System (CDPS) – A Specific Provision

The provision of the VToS sets forth the expectation of the vendors in relation to its CINP, who shall be registered in its EEP i.e., www.symbisosis.com.np or with whom CINP does business. The CINP expects that these terms shall apply and be communicated to vendors and their employees, parent, subsidiary, or affiliate entities, including subcontractors and/or third-party providers. The CINP also expects that the terms of the service are communicated to their employees.

In order for vendors to be registered as CINP vendor or to do business with the company, the vendor is required to read VToS and acknowledge that they provide the minimum standards expected of CINP vendors. In addition, vendor should note that the certain terms of the VToS will be binding on the vendor in the event the vendor is awarded a contract by the company pursuant to the terms of any such contract. Failure to comply with all or any of the terms of the service may also preclude vendors from being eligible for the award of one or more contracts, as reflected in CINP-g.

The company expects its vendors to create and maintain an environment that treats all employees with dignity and respect. The company further expects that its suppliers, their parent, subsidiary, or affiliate entities, including subcontractors and/or third-party providers, will neither use or engage in, nor allow their employees or other persons engaged by them to use or engage in, any: threats of violence, verbal or psychological harassment or abuse, and/or sexual exploitation and abuse.

The vendor shall have to, at all times, comply with legal norms and standards of conduct with respect to the prohibition of sexual exploitation and abuse including, but not limited to, the prohibition of engaging in any sexual activity with any person under the age of 18, regardless of any laws of majority or consent; exchanging any money, employment, goods, services, or other things of value, for sex, and/or engaging in any sexual activity that is exploitive or degrading to any person. The company expects its vendors to take all appropriate measures to prohibit their employees or other persons engaged by the vendors, from engaging in sexual exploitation and abuse.

The company also expects its vendors to create and maintain an environment that prevents sexual exploitation and abuse. Notwithstanding anything contained in the terms of the service, the contract or agreement to be entered into by the company with its vendors shall always be deemed to contain provisions concerning a vendor’s obligation to take appropriate measures to prevent sexual exploitation and abuse. The failure by a vendor to take preventive measures against sexual exploitation or abuse, to investigate allegations thereof, or to take corrective action when sexual exploitation or abuse has occurred, constitute grounds for termination of any contract or agreement with the company. Moreover, no harsh or inhumane treatment coercion or corporal punishment of any kind is tolerated, nor is there to be the threat of any such treatment.

The company expects its suppliers to have an effective environmental policy and to comply with existing legislation and regulations regarding the protection of the environment. Vendors should, wherever possible, support a precautionary approach to environmental matters, undertake initiatives to promote greater environmental responsibility, encourage the diffusion of environmentally friendly technologies implementing sound life-cycle practices, and identify and manage chemical and other materials posing a hazard to the environment by ensuring their safe handling, movement, storage, recycling or reuse and disposal. Wastewater and solid waste generated from operations, industrial processes and sanitation facilities are to be monitored, controlled and treated as required prior to discharge or disposal.

The VToS for CINP Approved Resource and Service Vendor (CARSV) shall be primarily guided by CINP-g. The CINP Program Management Team (CPMT) shall prepare a List of Potential Vendors (LPV) based on the online registration of the vendors in Envisioned Evaluation Portal – www.symbiosis.com.np. The vendors shall be allotted UVIN upon their successful registration in the portal. Save as otherwise expressly provided, the common VToS shall also apply to third party (outsourced) vendors. All vendor related forms shall have to be signed off by the vendor or any person authorized by him. When the authorized person is signatory to the vendor’s forms, the authorization letter in writing must be produced to The Program Director – Core Inclusion Nepal Program (CINP). If the vendor form is submitted incomplete and without signature or company stamp, the vendor form shall be returned to CINP Decentralized Purchase System (CDPS) for further action.

It is the expectation of the company that its vendors, at minimum, have established clear goals towards meeting the standards set forth in VToS. It also expects that its vendors will establish and maintain appropriate management system related to the content of the VToS, and that they actively review, monitor, and modify their management process and business operation to ensure they align with principles set forth in the VToS. The vendor’s participation in achieving the goals and objectives of CINP is highly encouraged to operationalize CINP system and communicate the progress annually to the CINP Multiple Donor Platform (CMDP). The procurement of CINP Resource and Service (CARS) shall be given effect to by calling Competitive and Transparent Bid Quotations (CTBQ) from prospective vendors (LPV) with Recognized Business Profile (RBP) of 3-5 years or more based on audited financial statement.

The LPV shall have to submit to the respective office (firm’s name) of the CINP consultants the price quote; a written application under cover letter addressed in the name of the firm for such supply of (If the last date for the submission of such CTBQ falls on a government holiday then the next working day shall be considered the last day, and in such a case the validity of the CTBQ shall not be challenged, but recognized with effect from the original deadline for CTBQ submission) resources and services. The LPV shall be required to submit a copy of vendor’s business registration (VAT or PAN) and tax clearance certificates of the latest audit period including documents pertaining to renewal along with such application.

The CINP Ethical Board (CEB) shall provide the formats of application for CTBQ and relevant undertakings to be submitted/given by vendors, which shall be so provided separately after the selection of shortlisted vendors, which shall be governing documents for final award of the contract to the LPV selected by the CINP consultant.

The submission of a list of items of CTBQ as may be called upon vendors for such submission, with a sample of each item required in terms of CINP shall be evaluated against the cost, fitness-for-purpose and quality consideration by the person-in-charge under a CINP Decentralized Purchase System (CDPS) to allow equal bid opportunity to multiple vendors. The settlement of payment obligation shall be made by the firm by the issuance of cheque payable in the name of final vendor. The CDPS shall have exclusive rights for review to be made in relation to the fairness of the market value and arm length of the transaction for the resources and services procured by CINP system.

The CINP Competitive Quotation Diligence (CCQD) shall be maintained, where a vendor from amongst the LPV requiring any clarification on the CTBQ shall communicate with the person-in-charge of the CINP in writing, who shall respond in writing to such requests for clarification with a Carbon Copy (CC) of communication to CMDP, provided that such request shall have to be received within the time limit specified in the CINP Quotation Ethics and Requirement (CQER) in the relevant and approved format. In response to above, the person-in-charge shall forward copies of his/her response to all vendors, who had been then called upon to submit CTBQ, including a description of the inquiry, and should he/she deem it so necessary to amend the CTBQ as a result of a clarification, be amended only by intimating to CMDP.

At any time prior to the deadline for submission of the CTBQ, the person-in-charge shall have right to amend the CTBQ by issuing addenda, which shall be part of the CTBQ and communicated in writing to all LPV and shall give LPV reasonable time to take an addendum into account in preparing their CTBQ, who may also, at his discretion, extend the deadline for the submission of the CTBQ.

The request for information (RFI), request for quotation (RFQ), request for proposal (RFP) uploading and responses, bidding and auction, evaluation, negotiation, contract, document repositories and communication shall be undertaken online or through electronic mail only. The cost of CINP Document Legacy Transfer (CDLT) such as VMPG and other contract related documents, including CTBQ shall be recovered from CCSP and other Vendors (LPV) as legitimate transfer of resources and services with or without online payment integration through EEP.

Annexure 4: Declaration of Compliance (DoC)

The statement of declaration shall be issued for compliances to be made by vendors pursuant to demand for RFP/RFQ, which incorporates technical and operational compliance by service provider as per VToS. The company shortlists vendors pending final award of the contract for the supply of goods and services. The shortlisting of vendors requires the company to issue technical and operational specification for smooth and timely conduct of its programs.

The vendors/bidders shall state ‘comply’ or ‘not comply’ in the columns in statement of compliance (SoC) against each individual parameter of technical vis-à-vis operational specification by simply affixing tick (√) Mark in Part A. For Part B to Part F, they shall construct specific declaration to be made by affixing legal stamp of the business and signature of one of the acting directors or any person authorized by the vendor management on this behalf. The vendors are requested to be guided by annexures, while submitting the declaration.

The DoC has to be submitted along with RFP/RFQ on or before a stipulated date in view of notice of the company. For DoC related to CINP, the vendors must forward a signed copy to The Program Director – Core Inclusion Nepal Program (CINP). All other declarations have to be furnished to the person authorized by the company. Hence, a valid attachment of the DoC through virus-free email transmission to the company, shall be expected of the vendors. The attachment must be free from any form of virus or corrupted contents, or the declaration shall be rejected.

It shall be the responsibility of vendors to ensure that DoC is received by the person duly authorized on this behalf on or before the stipulated deadline. The DoC submitted by the vendor after the above deadline, for any reasons whatsoever, shall be categorized as “received late”, not considered for evaluation, and invalidate the whole RFP/RFQ. The DoC shall comprise part A to Part F.

Part A: Nature of supply of Goods and Services

The part A of DoC shall mention, among others, the requirement of supply of goods and service to achieve the program level objectives of the company. For example, in case of CCSP, it shall mention in detail the accommodation service, seminar hall service, food provision service, availability and access requirements to specific services, post-conference-and-seminar program services, services linked to interior and amenities of the property, security and surveillance services, communication services, and services that are available in general to all checked-in guests – all in terms of technical specification submitted by the vendor. The technical specification shall describe the types, nature, and attributes of the supply of goods and services.

Part B: Service Delivery, Validity of Proposal, and Relevant Annexures

The part B of DoC shall mention, among others, the terms governing the supply/delivery of goods and service, validity of RFP/RFQ, and relevant annexures. For example, in case of CCSP, it shall mention the delivery terms, location of delivery, latest finish time of delivery, country of quotation, value added tax on price basis of quotation (PBQ), deadline for submission of DoC and vendor’s unconditional acceptance to compliance, list of documents to be annexed to RFP/RFQ, period of validity of initial quotation in RFP/RFQ, provisions outlining partial quotation, terms of payment, and vendor’s evaluation criteria.

The local vendors shall be reasonably expected to comply with any applicable laws regarding doing business in other currencies, not being the home currency. Conversion of currency into the currency other than home currency, if the bid price is quoted in such currency, shall be based only on ‘exchange rate’ prevailing at the time of delivery of the contract and compliance with the terms and conditions of such contract. The reconciliation shall be made in nepalese rupees (NPR) terms at RFP/RFQ level and the exchange difference shall be dealt accordingly.

Moreover, the ‘value added tax (VAT)’ exemption status shall vary in view of the nature of the contract. For all transactions qualifying “supply of goods and services qualifying export”, the vendor shall have to issue tax invoice considering such exemption. The vendor shall be expected to mention, wherever it is required to mention, the specific terms which shall be incorporated in the contract or agreement for successful completion of the RFP/RFQ. The items in the mandatory field in Part A and Part B of the DoC shall not be excluded except otherwise not required by the contract itself.

Part C: Award and Terms of The Contract

The part C of DoC shall mention, among others, specification and compliance requirement of the contract legitimately awarded to the vendors. It shall also state the type of award (long-term or short-term) to be signed. The other parameters included in part C are ‘conditions for release of the payment’, ‘relevant annexures to RFP/RFQ’, ‘resource/contact person for vendor’s routine inquiry and communication with the company’, ‘on-and-off premise inspection of goods and services’, ‘irrevocability’, and ‘on-site assessment and pre-visit by the company’s authorized representative’.

The company shall pay 10% of the award money (quoted price) upfront upon signing of contract. If vendor strictly requires advanced payment in excess of above threshold, it will be required to justify the request for additional release in writing, subject to a maximum of 25% of the total price quoted. However, for legitimate demand of the advance in excess of 25%, the company shall require the vendors to submit a bank guarantee for the release of the balance amount.

The company shall reserve the right to award the contract to different vendors, who come up with the second lowest price in a competitive bidding much nearer to the fair market value (FMV) of the goods and services involved. The variation in excess of 7.50% (maximum variation) of the FMV shall be rejected at full. The variation can exceed the above percentage in subsequent years, if the contract or agreement is for more than one year, subject to satisfactory performance of the contract in the year in which the maximum variation is within the threshold prescribed as above.

Part D: Disclosure of Conflict of Interest (DCoI)

The company shall encourage every prospective vendor to avoid and prevent conflicts of interest (COI), by disclosing it at full to the company, at the time of submitting RFP/RFQ. The cover letter “Disclosure of Conflict of Interest Annexed to Declaration of Compliance” shall disclose, among other, the affiliates or personnel representing the company, who are involved in the preparation of the requirement, design, specifications, cost estimates, and other information used in the RFP/RFQ. The company implements a zero tolerance on fraudulent acts and other malafide practices, and committed to identifying and addressing all such acts and practices to safeguard the interest of the company’s stakeholders. The company expects its vendors to adhere strictly to the VToS.

The ‘Disclosure of Conflict of Interest Annexed to Declaration of Compliance (DoC)’ shall require vendors to declare specifically that

No members, employees, directors, or any person related to the members, employees, and/or directors of the company are/were involved in multiple interests, financial or otherwise, that may accrue or arise to them pursuant to award of the contract to the vendor, who have won the competitive bids;

No members, employees, directors, or any person related to the members, employees, and/or directors of the company are/were involved directly or indirectly in the preparation of RFP/RFQ or any part thereof;

The declaration furnished hereof shall not lead to the instances in which the members, employees, directors, or any person related to the members, employees, and/or directors of the company have interest in the transaction that might be reasonably expected to infringe and interfere the legality and substance of the power exercised by him in the company in terms of his job’s position and employment with the company;

The ability and position enjoyed by the members, employees, directors, or any person related to the members, employees, and/or directors of the company, who decide upon day-to-day affairs of the company’s business, are not impaired by his or her personal interest in the transactions undertaken by the vendors or his business partners, including but not limited to, any subcontractor or third party agencies, who the vendor does the business with;

The material evidence when inquired upon by the company is sufficient to justify the lack of situation in which the professional judgment of the members, employees, directors, of the company be compromised;

No undue benefit shall accrue or arise or no business opportunities shall be cashed in by the business that the vendor has pursued or no goods or services supplied by the vendors or no such gratification in cash or kind, by whatever name called, shall be beneficially enjoyed or accepted by the members, employees, directors, or any person related to the members, employees, and/or directors of the company.

The vendor has to furnish solemn declaration in writing of his understanding of the part D requirement, including declaration of the fact that no members, employees, directors, or any person related to the members, employees, and/or directors of the company are/were involved in the preparation of the requirement, design, specifications, cost estimates, and other information used in part D.

Part E: Program Technical Specification (PTS)

The company encourage vendors, duly incorporated under laws of the Federal Democratic Republic of Nepal, to have sound management and governance practice in relation to supply of goods and services in view of RFP/RFQ on long-term and short-term basis, at prices fixed in the relevant sections in the RFP/RFQ, subject to the reference to final quotation (quoted price). The contract may be extended to next program year(s), subject to a maximum extension of 3 years upon satisfactory performance and delivery of services in the first year. The company encourage vendors, to the greatest extent possible, to have in employment the most dedicated, competent and experienced staffs both in attitude and mindset.

The part E of the DoC shall outline the technical specification of the goods and services, the supply of which has been requested to the vendors. For example, in case CCSP, the part E shall require vendors to adhere to technical specifications of the goods and/or services requested, which may, among other, include, ‘accommodation and food service’; ‘seminar Service (event and conference management, minimum support equipment and materials, flip charts, stands and paper, writing pads, pens, microphones, sound system, projectors and LED screen, and provision of a dedicated itinerary management focal person)’; ‘post conference and seminar program dinner and on-demand services (e.g., musical and group event, game play etc.,)’; ‘contracted site visits and packaged tour services (with or without site or tour operator service)’; and ‘any other service, being incidental or ancillary to the provision of main services’.

The part E shall also specify the nature of contract (short-term and/or long-term) to be procured for supply of goods and/or services under the RFP/RFQ and used by the company in the Federal Democratic Republic of Nepal, wheresoever, for the timely conduct of its programs, whatsoever. Once a long-term contract is undertaken with the vendor, the company may request the vendors to submit personalized RFP/RFQ tailored to the need of its program and activities underlying such program. For every quotation being accepted, an order would be placed in the form of a Purchase Order in terms of VToS.

The vendors have to properly communicate in writing, in the above case, all variations from the previous quotation to the company at any-time before raising provisional tax invoice. The vendors shall be allowed fifteen (15) business days to deal with the specific of the customized RFP/RFQ including the discussion of the terms that may be separately and specifically negotiated as contemplated in the contract or agreement. The vendors have to act diligently to fulfill the requirements of the contract and keep the company informed well in advance of the variation in initial order that would take place in final tax invoice.

Through this process, the vendor may procure from the company a long-term contract for a maximum of 3 years against a single category of supply of goods and services. The vendor shall be expected to have in place to continuously monitor the quality of the supply of goods and services. The company shall reserve all rights to conduct its own quality control surveys. The part E shall be accomplished by the person authorized on this behalf by the company, who shall also conduct pre-visit and/or assessment required by the program itself. The vendor shall nominate a person to assign a broad range of activities that have to be performed to fulfill the requirement of part E.

Part F: General Terms and Conditions

The general terms and conditions under part F and the terms relevant thereof shall be the terms common and integral to the VToS.