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BANK NEGARA MALAYSIACENTRAL BANK OF MALAYSIA
Study on Effectiveness of Mandatory Disclosure Requirements in Influencing Sound Financial Decisions
Request for Proposal
Issuer:Bank Negara MalaysiaJalan Dato’ Onn50480 Kuala Lumpur
ISSUE DATE : 22 January 2014CLOSING DATE/TIME : 14 February 2014
CONFIDENTIAL
SECTION A – Request for Proposal Information
1. Introduction1.1 Bank Negara Malaysia (the Bank) is inviting competent market research
companies (MRCs) and institutes of higher learning (IHLs) to submit a
comprehensive proposal to conduct a study to assess the effectiveness of the
Bank’s mandatory disclosure requirements in supporting informed decisions
by financial consumers.
1.2 This Request for Proposal (RFP) provides a broad specification of the study
on disclosure requirements (SOD) project as a guide for MRCs and IHLs
(Vendors) to submit a proposal for the Bank’s evaluation and consideration.
1.3 Vendors are advised to read this document thoroughly and follow the
instructions carefully before submitting their proposal.
2. General Conditions2.1 The Vendor must meet the mandatory requirements specified as follows:
2.1.1 A company incorporated under the Malaysian Companies Act
1965 or an institution of higher learning (public or private);
2.1.2 At least three years in operations and has experience in
conducting market studies in Malaysia related to financial
consumer behavior, preferences and sentiments; and
2.1.3 Positive net worth for the past three years (applicable to
companies and private IHLs only)
2.2 The Vendor shall provide a complete response to the mandatory
requirements as per Appendix A-2.
2.3 The Vendor shall respond to the RFP on the basis that the Vendor is deemed
to have examined and understood the entire content of this RFP. The Vendor
shall also be deemed to have accepted and is bound by the terms and
conditions specified in this RFP. Any limitations of responsibilities that the
Vendor wishes to negotiate should be clearly stated.
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2.4 The specifications and contractual conditions contained in this RFP define the
basic functional, technical and contractual requirements with regard to this
RFP. Any amendments to the specifications will be effected and notified by
the Bank to all Vendors through official letter or e-mail.
2.5 The Vendor must ensure that prices quoted in the tender which includes, but
is not limited to, itemised costing and total cost, are true, accurate and
complete before submitting the price quotation to the Bank.
2.5.1 All prices quoted must be in Ringgit Malaysia (RM), which is
inclusive of all applicable service tax, withholding tax and other
Malaysian government taxes to be incurred and payable by the
Bank under the law;
2.5.2 The prices quoted shall not be subject to any fluctuations of RM
due to any reasons, and shall be applicable throughout the tender
process and in the proposed Agreement to be entered into
between the Bank and the Vendor, if the Vendor’s proposal is
selected by the Bank; and
2.5.3 The Vendor shall be solely responsible for any omissions or errors
on prices quoted to the Bank and shall have no right to impose
any additional costs, make a claim from the Bank or request the
Bank on any grounds for the rectification and reconsideration of
the prices quoted. The Bank will not entertain any request from
any Vendor for any variation of prices or submission of additional
quotes for items erroneously omitted in the original submission of
proposal on any grounds including oversight, lack of knowledge,
etc.
2.6 Upon award of the study contract to the successful Vendor, the price quoted
by the Vendor or subsequently agreed to by BNM and the Vendor will be
fixed throughout the agreed implementation period.
2.7 The Vendor must be prepared to:
2.7.1 Provide a list of on-going and successfully implemented projects
on the subject of financial consumer behavior, preferences and
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sentiments relating to financial products and services for the
Bank’s reference, as per Appendix A-5 (Section 4);
2.7.2 Allow the Bank to conduct checks with references cited by the
Vendor, where necessary, to gauge the Vendor’s capabilities;
2.7.3 Respond to any questions on the proposal and provide additional
information, which may include further details on the Vendor’s past
completed projects as per Para 2.7.1 above, as and when required
by the Bank;
2.7.4 Present its proposal to the Bank, if short-listed. The presentation
must be conducted by the proposed Project Manager and key
implementation team members for the SOD project; and
2.7.5 Deposit a performance bond of equivalent to five percent of the
contract value.
2.8 The Vendor may submit a proposal covering more than the requirements
specified under this RFP with the necessary elaboration and explanation.
2.9 The Bank reserves the right to amend the specifications and conditions in
this RFP in order to correct errors, rectify omissions or discrepancies, or to
reflect any change in policy. Any amendment to the specifications and
contractual conditions shall be effected by the issuance of an addendum to
this document and all Vendors shall be notified accordingly.
3. Engagement and Deliverables3.1 The RFP does not constitute a contract with the Bank. The Bank intends that
no contract will be formed until the selection of the award is finalised.
3.2 The Bank may, at its sole discretion, reject any or all proposals without further
discussion and/ or reject an RFP of any party who has been delinquent or
unfaithful in any former contract with the Bank.
3.3 A Vendor withdrawing its proposal that has been submitted and opened by
the Bank may be blacklisted from participating in future tenders, in
accordance with the policies of the Bank.
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3.4 The selected Vendor is not allowed to outsource or assign the study to any
other party without the written consent of the Bank. The Bank reserves the
right to reappoint another Vendor should this rule be breached.
4. Confidentiality4.1 This RFP document is strictly confidential. Information contained in this RFP
document shall not be disclosed directly or indirectly to any other party.
4.2 Participating Vendors are not allowed to furnish any information, make
statements or issue any documents or other written or printed materials
concerning the acceptance of the RFP for publication in any media without
the prior approval of the Bank.
4.3 The information and documents provided by the Vendor will be treated as
strictly confidential.
5. Evaluation of Proposal5.1 The interpretation of the contents of the proposal by the Bank shall be final.
5.2 The evaluation of the proposal shall be based on, but not limited to, the
following factors:
5.2.1 The Vendor’s capability and credibility based on, among others, the
expertise and qualifications of staff, performance track records and
internal quality assurance process;
5.2.2 Proven methodology and approach;
5.2.3 Financial standing of the Vendor (not applicable to public IHLs);
5.2.4 Detailed costs; and
5.2.5 Other value added services offered by the Vendor.
5.3 The Bank does not bind itself to accepting the lowest proposal or any
proposal that is submitted.
5.4 The Bank is not obliged to accept a proposal in its entirety and may, at the
Bank’s absolute discretion, accept only parts of a proposal.
5.5 The Bank is not obliged to give any reason for non-acceptance and rejection
of any proposal.
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6. Terms and Conditions of the Agreement6.1 The terms and conditions of the agreement with the Bank are provided as per
Appendix A-4 for reference, which shall be incorporated into the agreement
to be signed between the Bank and the successful Vendor upon award of the
project.
7. Submission of Proposal7.1 The proposal shall be duly completed, signed and enclosed in a sealed
envelope marked “Study on Disclosure Requirements - Proposal” on the top
left hand corner of the sealed envelope. The quotation shall be provided
separately in another sealed envelope marked “Study on Disclosure
Requirements – Quotation” on the top left hand corner. Both envelopes
should be submitted in Tender Box A at the following address not later than [ 14 February 2014], 12.00 noon . Director of Consumer and Market Conduct Department
7th Floor, Block A
Bank Negara Malaysia
Jalan Dato’ Onn
50480 Kuala Lumpur.
7.2 The submission to the Bank must be in the form of 1 (one) hardcopy
document and 1 (one) softcopy (at least in Microsoft Word 2003) in CD
media. Both hardcopy and softcopy must be submitted in a sealed envelope.
7.3 Proposals submitted by respective Vendors must include the necessary
mandatory supporting documents, SOD proposal, timeline for implementation
and proposed fees/costing (in a separate sealed envelope as indicated in
para 7.1 above).
7.4 Short-listed applicants may be invited to present their proposals to the Bank
for evaluation and selection purposes.
7.5 Non-compliance or submission by any other means other than that stipulated
above will not be entertained nor considered. The Bank reserves the right to
accept or reject subsequent revised submissions by participating Vendors
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provided that such subsequent submission(s) shall be received before the
expiry of the closing date for submission of proposals.
7.6 The Vendor shall promptly comply with any request made by the Bank for
additional information, for clarification purposes, after the closing date of this
proposal.
7.7 Failure on the part of the Vendor to comply with the requirements specified
herein shall invalidate the Vendor’s proposal.
8. Point of Reference8.1 The project owner for the SOD project is the Consumer and Market Conduct
Department, Bank Negara Malaysia.
8.2 All questions with regard to the project should be directed to the following
contact persons:
Name : Pn. Aidora Mubarak/ Pn. Nurul Asyikin Hj. Yusof
Department : Consumer and Market Conduct Department
E-mail : [email protected]
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SECTION B – Business Requirements
1. Introduction1.1 The Bank had mandated a comprehensive disclosure regime in 20101
through an issuance of the Guidelines on Product Transparency and
Disclosure, which aimed at improving information disclosure on products and
services offered by financial service providers to retail consumers. The
Guidelines set out the timing and content of disclosure of key information on
financial products or services to promote informed decision-making by
consumers. Nevertheless, complaints received by the Bank from financial
consumers in the past few years on mis-selling and misrepresentation of
financial products and services as well as disputes on charges and
withdrawals indicate the possibility of weaknesses in the disclosure of
information to Malaysian financial consumers. Recent evidence from
behavioral economics studies also suggests that consumers do not always
behave rationally and are subject to behavioral biases which could result in
poor decisions with respect to the selection of a financial product or service.
1.2 In addition, based on a survey on financial literacy of Malaysians involving
over 1,000 Vendors1, the data indicates that only 39% of Malaysians gather
some information, while only 3% shopped around and made independent
comparisons, before purchasing a financial product.
1.3 Given the above scenario, this study is intended to assess the effectiveness
of mandatory disclosure requirements, in influencing sound decisions by
financial consumers. The findings from this study will serve as essential
inputs for the review of existing disclosure requirements and guidelines
relating to fair market conduct by financial service providers.
11 Atkinson, A. and F. Messy (2012), “Measuring Financial Literacy: Results of the OECD / International Network onFinancial Education (INFE) Pilot Study”, OECD Working Papers on Finance, Insurance and Private Pensions, No. 15, OECD Publishing.
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2. Project Objectives and ScopeThe aims of this study exercise are:
2.1 To determine and improve effectiveness of disclosure requirements to assist
financial consumers to make informed financial decisions;
2.2 To identify effective ways to improve consumer understanding of the various
financial products and services in the market;
2.3 To identify ways to get financial consumers to be interested in reading
product disclosure documents; and
2.4 To identify the type of disclosure information required by consumers in
making a financial decision.
3. Project Specifications3.1 The project is expected to commence in March 2014 and is to be completed
by May 2014 with the Vendor’s delivery of the analysis and/ or report of the
study.
3.2 The Vendor is expected to work closely with the SOD team in the Bank in
refining and executing the methodology for this project.
3.3 In terms of sampling coverage, it should adequately reflect, among others,
the gender, race, age, nature of employment and income distribution of the
Malaysian population. Geographically, sample participants should reside in
either Kuala Lumpur or Selangor, with an appropriate mix of those in the rural
and urban areas. In addition, the sample should comprise financial
consumers that have either secured or plan to secure the following financial
products from 30 June 2012 onwards:
3.3.1 Mortgage financing;
3.3.2 Car loan;
3.3.3 Structured investments/ deposits;
3.3.4 Life insurance; and
3.3.5 Investment-linked insurance products.
3.4 The sample size of the study should be adequate, with an appropriate
sampling technique applied to yield robust and non-biased results.
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3.5 The methodology used to conduct the study and collect required information
should be effective and robust to maximize study response and yield
accurate and non-biased results.
3.6 The output is expected to be submitted as per the timeline to be agreed upon
between the Vendor and the Bank
3.7 The expected key deliverables to be submitted are in the form of:
3.7.1 Raw and granular data in Excel format, including detailed information
on the profile of interviewees;
3.7.2 Aggregated data in Excel format; and
3.7.3 Analysis and/ or report in Power Point presentation slides.
4. Project Scope4.1 The selected Vendor is required to:
4.1.1 Recommend appropriate methodologies for the study, including
focus group discussions, which best meet the project objectives. The
Bank is open to considering quantitative or qualitative methods, or a
combination of these;
4.1.2 Prepare and finalise the study questionnaires and any other
specifications of the project in consultation with the SOD team in the
Bank;
4.1.3 Conduct the study based on the agreed methodologies. The study
should be conducted exclusively for the Bank, without leveraging on
other ongoing study that the Vendor is undertaking;
4.1.4 Translate the finalised English study questionnaires into Bahasa
Malaysia and Mandarin as a supplement to better aid the conduct of
the study and achieve more accurate results;
4.1.5 Identify and recommend appropriate study sample size and sample
selection that will adequately represent Malaysian financial
consumers;
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4.1.6 Conduct the study and oversee the implementation, data compilation,
quality control, cleaning and weighting the results appropriately
before submitting results to the Bank;
4.1.7 Commit appropriate key personnel with relevant expertise and
experience who shall be designated for the duration of the project to
supervise and conduct the study from the point of finalising
questionnaires to submission of study data and analysis to the
Bank; and
4.1.8 Submit raw/ granular and compiled study data, together with a final
study report containing analysis of the study results to the Bank by
the agreed deadline.
4.2 All information obtained from this project is strictly confidential and
considered the property of the Bank. The appointed Vendor is not allowed to
furnish the details of the SOD project and any information obtained through
the SOD project to a third party without prior written approval of the Bank.
5. Vendor’s Competency5.1 The Vendor shall have a good and thorough understanding of the RFP and
all the requirements mentioned in the RFP document.
5.2 The Vendor shall provide customer references, where similar projects have
been implemented, for reference checks by the Bank.
5.3 The Vendor shall demonstrate experience, expertise and the highest level of
quality assurance in successfully completing similar projects.
5.4 The Vendor must at all times provide adequate and competent manpower
and resources, with good understanding of the objectives of the project and
the ability to successfully implement the project. The project manager and
key implementation team members should be designated members of the
project. Any changes to the designated project manager and team members
can only be made with prior notice to the Bank and upon receiving the Bank’s
consent.
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6. Information to be Submitted6.1 Cover letter (Appendix A-1).
6.2 Documents for mandatory requirement (Appendix A-2).
6.3 SOD proposal
6.3.1 The proposal should cover ALL specifications of the project and any
additional recommendations and value added services.
6.3.2 The proposal should also include timeline for implementation and
submission of deliverables to the Bank within the stipulated time
period.
6.3.3 Evaluation of the proposal would be based on, but not limited to, the
Vendor’s demonstration of the following:
6.3.3.1 A clear understanding of the objectives and
requirements of the project;
6.3.3.2 Study methodologies which are the most appropriate
to meet the project’s objectives;
6.3.3.3 Sufficient experience in conducting research/ studies
on similar areas;
6.3.3.4 Personnel with relevant qualifications and expertise in
carrying out similar research/ studies;
6.3.3.5 The ability to construct study questionnaires in the
most effective manner to obtain the desired information
from consumers;
6.3.3.6 A proven and effective internal quality assurance
process and framework; and
6.3.3.7 Risk mitigating measures to address potential
contingencies during the project.
6.3.4 The outline for the Vendor’s proposal to be submitted is specified in
Appendix A-5.
6.3.5 All costs incurred in the preparation of the proposal as well as for
presentation to the Bank, if any, shall be borne solely by the
participating Vendor.
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6.4 Proposed costing/quotation
6.4.1 Participating Vendors shall provide detailed cost breakdown for
each stage of the study exercise.
6.4.2 Quotation provided shall include sales tax and other Government
taxes and the price quoted shall be valid for the duration of this
project.
6.4.3 Quotations shall be provided separately from the proposal under
paragraph 6.3 above. There shall be no indication of costs of the
SOD project in any document other than in Appendix A-6.
6.5 Vendor’s Particulars (applicable to companies and private IHLs only)
6.5.1 Participating Vendors are required to provide the Bank with a
Vendor profile as required in Appendix A-7.
6.5.2 Please ensure that the following documents are attached:
6.5.2.1 Form 9 of the Companies Act 1965 (Certification of
Incorporation);
6.5.2.2 Form 24 of the Companies Act 1965 (Return of
Allotment of Shares);
6.5.2.3 Form 49 of the Companies Act 1965 (Return Giving
Particulars in Register of Directors, Manager and
Secretaries and Change of Particulars); and
6.5.2.4 3 years latest audited financial statements.
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Appendix A-1 – Covering Letter
Format of letter to the Bank on the Vendor’s letterhead
<Address PLACEHOLDER>Dear Sir,
Subject: Response to Request for Proposal (RFP) for Study on Disclosure
Requirements (SOD).
1. With reference to the RFP, we hereby enclose our offer for the study
project.
2. We acknowledge that we have read, understood and hereby agree to
accept all contents of the RFP.
3. We undertake to provide all the services prescribed in the contract to be
entered with BNM and comply within the timeframe specified therein if
BNM accepts our offer.
4. We confirm that our offer is made in compliance with the RFP and shall
remain valid for 6 months from the closing date of the RFP.
Yours faithfully,
(Name & Designation, Seal of the Vendor)
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Appendix A-2 – Documents for Mandatory Requirements
1. Documents that are submitted as supporting documentary proof for the Mandatory
Criteria2 will be considered final. Any subsequent documents or information
submitted, if not requested by BNM, will not be considered.
2. Vendors are also requested to submit information on on-going and successfully
implemented projects related to consumer behavior, preferences and sentiments
in relation to financial products for the Bank’s reference.
2.1 The information submitted, as reference by the Vendor should clearly cover
the name of the customer, scope of the project, role of the Vendor and the
year in which the project was conducted.
2.2 None of the references provided should be of a project where the Vendor
only provided Resource Augmentation.
2.3 All the documents submitted in support of implemented projects should be
in English. Documents, which are not in English, should be duly translated
and authenticated by an authorised entity.
The Vendor is expected to complete the following table and submit it together with the
covering letter (Appendix A-1).2 Mandatory requirement includes: Must be either a Malaysian registered company or an institution of higher learning; Must at least have three years experience in conducting market study in Malaysia related to consumer
behavior, preferences, and sentiments; and Positive net worth for the past three years (applicable to companies and private IHLs only).
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No. Mandatory Criteria Ref. Page No.
Supporting Document Provided
Remarks
1 A Malaysian registered company or an
institution of higher learning
2 The Vendor must have at least 3 years
of experience in conducting surveys/
research/ studies in Malaysia on
consumer behavior, preferences, and
sentiments.
3 Positive net worth for the past three
years (applicable to companies and
private IHLs only)
Appendix A-3 – Undertaking of Confidentiality
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To : Pengarah
Consumer and Market Conduct Department
Bank Negara Malaysia
Jalan Dato’ Onn
50480 Kuala Lumpur
Letter of Undertaking on Confidentiality for Proposal on Study on Disclosure Requirements
In consideration of receiving and managing any materials, documents or information from Bank Negara Malaysia (“”BNM”) or the directors, officers or employees of BNM during the course of performing my duties and functions as an officer or employee of [insert name of service provider] (“Vendor”) pursuant to the [insert full name of the Agreement] dated [dd/mm/yyyy] between BNM and the Vendor (“the Agreement”), I Dato’/Datin/Ms/Mr. __________________________________________________ of________________________________________________________________ (NRIC / Passport No ______________________) as _________________ (Designation of the officer/employee) do hereby undertake that I am fully aware that the nature of the materials, documents or information acquired and managed by the Vendor is confidential and I do hereby agree and undertake at all times -
(a) to faithfully and honestly keep secret the affairs and concerns of BNM and all information relating to BNM or its directors, officers or employees, customers and other persons who are related to BNM pursuant to the Agreement;
(b) not to reveal, disclose or divulge to, or discuss with any person, the
materials, documents or information, including but not limited to any other information provided to the Vendor by BNM, unless such disclosure –
(i) is authorized in writing by BNM;(ii) is for use by the Vendor for the purposes of the Agreement (subject to
BNM’s consultation); (iii) has been officially released by BNM to the public; or(iv) is allowed to be disclosed in accordance with law or by an order of a
court, in which case I shall notify BNM in writing prior to such disclosure.
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(c) not to make copies of, make or cause to be made public, any materials, information or documents obtained, managed or used for the performance of my duties and functions without the prior approval in writing of BNM;
(d) to safely store any materials, information or documents obtained from BNM or any other person in relation to BNM’s affairs in the Vendor’s premises with my utmost care and in accordance with the policy of the Vendor, and not to remove or cause to be removed such materials, information or documents unless it is for use by the Vendor for the purposes of the Agreement or BNM; and
(e) to indemnify BNM from and against all losses, damages, costs and expenses which BNM may incur or sustain by reason of any breach on my part of the terms and conditions of this letter.
2. The list of employees, agents or persons acting on behalf of [insert Vendor
Name] who shall be subjected to the clauses (a)-(e) and abide by this undertaking
is as set out in the Appendix attached to this letter of undertaking.
3. This Letter of Undertaking is intended to be and shall be construed as a
legally binding undertaking and shall be subject to and governed in accordance
with the laws of Malaysia.
4. I understand that the obligations of this Letter of Undertaking shall survive
the termination of the Agreement and my employment with the Vendor.
Signature : _______________________
Signature :
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Name : __________________________________(Authorised Signatory)
NRIC No.:/Passport No.: ________________
Designation : _______________________
Date: _______________________________
Vendor Stamp:_____________________________
__________________________
Name : __________________________________(Witness)
NRIC No.:/Passport No.: ________________
Designation : _____________________
Date: _______________________________
Vendor Stamp:____________________________
Appendix A-4 – Terms and Conditions of the Agreement
SALIENT TERMS AND CONDITIONS OF THE AGREEMENT
1.0 CONFIDENTIALITY 1.1 The Vendor hereto undertakes to keep absolutely confidential all
information, specifications or documentation whatsoever concerning the
business and affairs of BNM, obtained or received as a result of the
discussions leading to or during the execution or enforcement of this
Agreement. The Vendor’s obligation of confidentiality shall not apply, to
information which is:
(a) already in its possession other than as a result of a breach of this
clause; or
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(b) in the public domain other than as a result of a breach of this
clause.
1.2 The Vendor shall undertake to BNM, as per Appendix A-3, to take all
such steps to ensure compliance with the provisions of this clause by its
Personnel, its agents or sub-contractors.
1.3 Disclosure of confidential information pursuant to or under compulsion of
a valid order of a court of law or under the requirement of law is not
prohibited; provided that the party making the disclosure pursuant to the
court order or the requirement of the law shall first have given notice, to
the other party whose confidential information is required to be disclosed.
1.4 The foregoing obligations concerning confidentiality shall survive the
termination of this Agreement.
2.0 RESTRICTION ON THE PARTIES’ NAME AND MATERIAL2.1 The Vendor agrees not to use or refer to BNM’s name or logo or the
aforesaid names in any language or any derivative of these words in any
language, or refer to BNM in any manner whatsoever including-
(a) in the press;
(b) for advertising or promotional purposes; or
(c) the purpose of informing or influencing any third party,
without the prior written consent of BNM, except as expressly
contemplated by this Agreement.
2.2 The Vendor agrees not to refer to the fact that it has been retained to
conduct the Services/ to produce the Deliverables to third parties unless
the information is otherwise publicly available or with the prior written
consent of BNM.
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3.0 ASSIGNMENT3.1 Neither Party shall assign or otherwise transfer this Agreement or any of
its rights and obligations hereunder whether in whole or in part to any
person without the prior written consent of the other Party.
4.0 SUB-CONTRACTORS4.1 The Vendor shall not, without the prior written consent of BNM, enter into
any sub-contract with any person for the performance of any part of this
Agreement.
4.2 The Vendor shall not be relieved from any of its obligations hereunder by
entering into any sub-contract for the performance of any part of this
Agreement. If requested by BNM, the Vendor shall promptly provide
BNM with copies of any sub-contracts agreements.
5.0 DELAYS AND LIQUIDATED DAMAGES5.1 In the event of any anticipated delay in respect of the carrying out of the
Vendor’s obligations in accordance with the timeline set out under this
Agreement, the Vendor shall inform BNM in writing of the cause of the
delay and its expected duration. The Vendor shall take the appropriate
steps to mitigate the delay to the satisfaction of BNM.
5.2 The Vendor shall pay liquidated damages to BNM for any loss or damage
sustained by BNM resulting from the delay in completing this Agreement
in accordance with the timeline. The liquidated damages shall be the
aggregate sum of one and a half per cent (1.5%) of the Price for each
week of such delay and pro-rated for parts of a week up to a total
maximum of twenty per cent (20%) of the Price. The payment of
liquidated damages shall not relieve the Vendor from its other liabilities or
obligations under this Agreement. In addition, the Vendor shall submit a
proposal acceptable to BNM as an interim measure to overcome the
difficulty arising from such delay. Notwithstanding any payment of
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liquidated damages and the interim measure taken, BNM shall be entitled
to terminate this Agreement.
6.0 SETTLEMENT OF DISPUTES6.1 In the event of any dispute or difference arising under this Agreement,
the Parties shall, in good faith use their best efforts to promptly and
adequately resolve the dispute or difference through amicable
consultations, conciliation or other means agreed upon by the Parties.
6.2 All and any disputes, conflicts or differences arising between the Parties
in respect of this Agreement, or breach, termination or invalidity thereof,
which cannot be resolved by the Parties within a period of fourteen (14)
days under clause 6.1 shall be finally settled by arbitration in accordance
with the manner and rules stipulated in clause 7.
6.3 The Parties’ performance of obligations under this Agreement shall
neither cease during any arbitration proceedings nor shall the Parties be
released from any obligations hereunder by the institution of any
arbitration proceedings.
7.0 ARBITRATION7.1 Any unresolved dispute under clause 6 shall be referred to and finally
resolved by arbitration in Malaysia by an arbitrator to be agreed upon
between the Parties or failing agreement within fourteen (14) days after
either Party has given to the other a written request to agree to the
appointment of an arbitrator, a person to be nominated by the Director of
the Kuala Lumpur Regional Center for Arbitration at the request of either
Party. The arbitration shall be in accordance with the Arbitration Act 2005
and the Rules for Arbitration of the Kuala Lumpur Regional Center for
Arbitration for the time being in force which rules are deemed to be
incorporated by reference into this clause.
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7.2 The arbitration award shall be final and binding on the Parties and
judgment upon the award entered in arbitration may be entered in any
court of competent jurisdiction.
8.0 TERMINATION AND SUSPENSION8.1 Where the Vendor fails to perform the services to BNM for a period
longer than seven (7) days other than on the grounds of force majeure
under clause 9.1, the Vendor shall not be paid for that particular period of
non-performance of the services and this Agreement shall be terminated
automatically on the eighth day by BNM.
8.2 Either Party may terminate this Agreement by giving thirty (30) days
written notice to the other Party if, as the case may be –
(a) the Party commits any breach of its obligations under this Agreement
and fails to take appropriate steps to remedy such breach (if capable
of remedy) within a time stipulated by the other Party;
(b) an effective resolution is passed to wind up the Vendor or a
provisional liquidator is appointed or an application is made for the
winding up of the Vendor (other than for the purpose of
reconstruction or amalgamation) or the Vendor goes into judicial
management or the Vendor makes or negotiates for any composition
or arrangement for the benefit of its creditors; or
(c) the Vendor ceases or threatens to cease to carry on the whole or any
substantial part of its business other than in the course of
reconstruction or amalgamation.
8.3 Notwithstanding clause 8.1 and clause 8.2, either Party may at any time
during the enforcement of this Agreement terminate this Agreement by
giving to the other Party thirty (30) days’ notice in writing.
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8.4 Each Party shall fulfill all its obligations under this Agreement pending the
effective date of termination upon the issuance of notice under this
clause.
8.5 Notwithstanding the aforesaid, BNM may at its absolute discretion
suspend all or any part of the Services by giving a prior notice in writing
of at least fourteen (14) days to the Vendor prior to such suspension,
who shall immediately make arrangements to stop the services and
minimise expenditure. BNM shall specify the period of suspension in
written notice to the Vendor.
8.6 Upon expiry of the suspension period, BNM may at its absolute discretion
either terminate this Agreement by a prior written notice of seven (7)
days to the Vendor or resume this Agreement by a prior written notice of
seven (7) days to the Vendor. The Vendor shall not be entitled to recover
from BNM any loss or damages sustained or incurred by the Vendor due
to the suspension or in consequence of the termination.
8.7 Any termination under clause 8.3 and 8.6 shall discharge the Parties
from any liability for further performance of this Agreement and shall
entitle the Vendor to be paid with the price up to the effective date of
termination by BNM. In the event BNM terminates this Agreement under
clause 8.1 or clause 8.2, BNM shall be entitled to recover from the
Vendor any loss or damage sustained or incurred by BNM as a
consequence of such termination.
8.8 Termination of this Agreement shall not affect the accrued rights or
corresponding obligations of the Parties under this Agreement in so far
as they are capable of subsisting.
9.0 FORCE MAJEURE
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9.1 The Parties hereto shall not be liable for failures or delays in performing
their obligations hereunder arising from any cause beyond their control,
including but not limited to, act of God, acts of civil or military authority,
fires, strikes, lockouts or labor disputes, epidemics, wars, riots,
earthquakes, storms, typhoons and floods and in the event of any such
delay, the time for either Party's performance shall be extended for a
period equal to the time lost by reason of the delay. Save where such
delay is caused by the act or omission of the other Party in which event
the rights, remedy and liabilities of the Parties shall be those conferred
and imposed by the terms of this Agreement and by law.
9.2 In the event of any delay foregoing occurs, the Vendor shall promptly
notify BNM in writing of the reasons for the delay and the likely duration
of the delay, whereby the performance of Vendor’s obligation shall be
suspended during the period that the conditions specified in the foregoing
sub-clause persist and the Vendor shall be granted an extension of time
for performance equal to the period of the delay. However, if the delay
continues beyond the duration of fifteen (15) consecutive days, either
Party may terminate this Agreement forthwith by written notice to the
other Party.
10.0 LIABILITY10.1 Unless otherwise specifically provided in this Agreement, the Vendor
shall be liable to BNM for consequential, direct, indirect, special, punitive
or incidental loss or damage, whether foreseeable or unforeseeable,
based on the quantum claimed by BNM, including, but not limited to,
claims for loss of data, goodwill, profits or for claims of damages and cost
including legal costs or claims in relation to proceedings, actions, suits
and demands arising from or for any willful misconduct, negligence,
fraudulent or dishonest act or omission of the Vendor, its employees,
agents or sub-contractors in performing their obligations under this
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Agreement or in connection to any breach of the terms of this Agreement
by the Vendor.
11.0 WHISTLE BLOWING11.1 The Vendor shall as soon as possible, in writing or orally, inform any of
the designated officers of BNM listed in clause 11.5, upon having
knowledge of any director, officer or employee of BNM, directly or
indirectly, asking for or receiving, any Gratification whether for his own
personal benefit or advantage or for the benefit or advantage of any other
person, in relation to this Agreement, whether before, during or after the
term of this Agreement.
11.2 The Vendor undertakes that neither it nor its Affiliate nor anyone acting on
its behalf shall, whether before, during or after the term of this
Agreement, directly or indirectly, give or offer, or agree to give or offer,
any Gratification as an inducement or reward to any director, officer or
employee of BNM or any other person, for doing or forbearing from doing
or for having done or forborne from doing any act, or for showing or
forbearing from showing favor or disfavor to any person, in relation to this
Agreement.
11.3 In the event BNM is satisfied that the Vendor, its Affiliate or anyone
acting on its behalf is in breach of clause 11.1 or 11.2, BNM may
terminate this Agreement (without prejudice to BNM’s other rights and
remedies under the law) by giving written notice to the Vendor. Upon
such termination, BNM shall be entitled to claim all losses, costs,
damages and expenses including any incidental costs and expenses
incurred by BNM arising from such termination. The Vendor shall not be
entitled to recover from BNM any loss or damages sustained or incurred
by the Vendor as a consequence of such termination.
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11.4 Notwithstanding any other provision in this Agreement but subject to any
written law, BNM shall keep confidential any information disclosed or
received under clause 11 including the identity of the person giving the
information and all the circumstances relating to the information.
11.5 For purposes of clause 11, the designated officers of BNM are as follows:
(a) Chairman, Board Audit Committee;
(b) Secretary to the Board of Directors;
(c) Director, Governor’s Office;
(d) Director, Strategic Communications Department;
(e) Director, Strategic Human Capital Department;
(f) Director, Internal Audit Department;
(g) Director, Legal Department; and
(h) President, Bank Negara Malaysia’s Staff Association.
11.6 ‘Affiliate’ means in relation to the Vendor, any person or entity controlled
directly or indirectly by the Vendor, or any person or entity that controls
directly or indirectly the Vendor in any way whatsoever.
11.7 ‘Gratification’ includes any gift, money, property or thing of value, or any
service, favor or other intangible benefit or consideration of any kind, or
any other similar advantage.”
12.0 TIME 12.1 Time shall be of the essence of this Agreement.
13.0 GOVERNING LAW13.1 This Agreement shall be governed by and construed in accordance with
the laws of Malaysia.
14.0 LEGAL FEES AND STAMP DUTY
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14.1 Each Party shall bear its own legal fees and the stamp duty incurred
herein shall be borne by the Vendor.
15.0. REPRESENTATIONS AND WARRANTY15.1 The Vendor hereby represents and warrants to BNM that:
(a) it is an entity validly existing under the laws of Malaysia;
(b) it has the legal power to enter into and perform its obligations under
this Agreement and to carry out the Services and to carry on its
business as contemplated by this Agreement;
(c) it has taken all necessary actions to authorise its signatory and
witness stated herein to execute this Agreement on its behalf to
bind it to enter into and perform this Agreement and to carry out the
Services contemplated by this Agreement;
(d) as at the date of this Agreement, neither the execution nor
performance by the Vendor of this Agreement nor any transactions
contemplated by this Agreement shall violate in any respect any
provision of:
(i) its Memorandum and Articles of Association; or
(ii) any other document or agreement which is binding upon it
or its assets.
(e) no litigation, arbitration, tax claim, dispute or administrative
proceeding is presently current or pending or, to its knowledge,
threatened, which is likely to have a material adverse effect upon it
or its ability to perform its financial or other obligations under this
Agreement;
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(f) this Agreement constitutes a legal, valid and binding obligation of
the Vendor and is enforceable in accordance with its terms and
conditions;
(g) it has necessary financial and technical capability to undertake the
Services/produce the Deliverables;
(h) it shall not use the Deliverables, in whole or in part, without the prior
written consent of BNM;
and the Vendor acknowledges that BNM has entered into this Agreement in
reliance of its representations and warranties as aforesaid.
16.0 SEVERABILITY 16.1 In the event that any of the terms, conditions or provisions contained in
this Agreement shall be deemed invalid, unlawful or unenforceable to any
extent, such term, condition or provision shall be severed from the
remaining terms, conditions and provisions which shall continue to be
valid to the fullest extent permitted by law.
17.0 ENTIRE AGREEMENT 17.1 Save as specifically provided herein, this Agreement shall supersede all
other prior proposals oral and written, all previous negotiations and all
other communications or understanding between the Parties and shall
constitute the entire agreement between the Parties.
17.2 This Agreement may be executed in counterparts by the respective
Parties, each of which when so executed shall be deemed an original
and all of which taken together shall constitute one and the same
agreement.
18.0 PERSONNEL
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18.1 The Vendor undertakes that the Personnel shall be available to perform
the Services under this Agreement to the satisfaction of BNM. During the
duration of this Agreement, the Personnel shall be exclusively under the
supervision, direction and control of the Vendor.
18.2 The Vendor shall not change any of the Personnel without cause and
without the prior written consent of BNM. Failure on the part of the
Vendor in complying with this requirement shall entitle BNM (without
prejudice to BNM’s other rights and remedies under the law) to claim for
any loss or damage sustained by BNM resulting from the failure on the
part of the Vendor to comply with the provision of the Personnel under
clause 18.1.
18.3 In the event there is a need by the Vendor to change the Personnel due
to reasonable grounds accepted by BNM in writing, the Vendor shall
provide alternative Personnel who are of equal or better skill and
knowledge and who are accepted in writing by BNM. The Vendor shall
provide BNM with thirty (30) working days written notice prior to the date
of change of such Personnel. In the event of failure on the part of the
Vendor to give sufficient notice to BNM or the alternative Personnel are
not acceptable to BNM, BNM has a right to terminate this Agreement and
the Vendor shall (without prejudice to BNM’s other rights and remedies
under the law) forthwith refund to BNM all sums previously paid to the
Vendor under this Agreement.
18.4 BNM may at any time make objections to any of the Personnel provided
in clause 18.1 and to any alternative Personnel provided in clause 18.3.
Upon receipt of a written objection from BNM, the Vendor shall within a
reasonable time acceptable to BNM replace the Personnel to whom
objection has been made.
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18.5 BNM shall, for the purposes of this Agreement, provide access to BNM’s
premises to the Personnel during normal working hours for the purposes
of carrying out of the Vendor’s obligations under this Agreement. BNM
reserves the right to refuse access to the Personnel who are in its
absolute opinion unfit to be at its premises. The Personnel shall strictly
comply with BNM’s security procedures and policies for access to the
premises and throughout the period the Personnel is at the premises.
18.6 For the purposes of this clause, the Personnel shall mean any individual
person employed under a contract of service in any capacity to perform
any part of the Services under this Agreement.
19.0 INSURANCE19.1 The Vendor shall, as a condition precedent prior to the commencement
of the Services under this Agreement, keep its Personnel insured against
all accidental risks in accordance with the Workmen's Compensation Act
1952 or the Employees’ Social Security Act 1969 and such other laws
which are applicable or may hereafter come into force, or any
amendment or re-enactment thereof.
19.2 Pursuant to clause 19.1, the Vendor shall submit to BNM within thirty
(30) days upon the execution of this Agreement, the social security
registration numbers of the Personnel, schedule of contribution to the
Social Security Organization under the Social Security (SOCSO)
Scheme, original insurance policies and receipts of insurance premium or
any other relevant documents, as the case maybe (hereinafter referred to
as “the Insurance Documents”).
19.3 In the event of any change to the Personnel, the Vendor shall
immediately inform BNM in writing of such change and submit to BNM
the Insurance Documents for the new Personnel.
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Bank Negara Malaysia
23 January 2014
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Appendix A-5 – Outline of Proposal
Section 1: Executive Summary This section shall include:
The background of the Vendor’s proposal, including the proposed methodology
and analysis of the SOD project in response to the RFP and how it complies with
the project objectives and specifications.
Relevant details about the Vendor.
Section 2: Proposal This section should clearly list down in detail the proposed conduct of the study
covering all aspects of the project specifications and scope as listed in the RFP
including the proposed appropriate methodology and approach, sampling techniques,
sample size, and distribution.
The proposal should also highlight potential limitations and weaknesses of the proposed
techniques and approach (if any) and suggestions to overcome the limitations. This
section should also include information pertaining to the Vendor’s internal quality
assurance process and framework.
Section 3: Expertise of StaffFor this section, please list down all the key personnel who will be working on the
project. Information required includes the following
o name;
o academic qualification;
o current job;
o work experience;
o project team role; and
o other supporting information.
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Section 4: Past Research/ Survey/ Study ExperienceIn this section, please indicate the number of years of experience in developing and
conducting research/ surveys/ studies. This section should also include a list of
completed/ on-going research/ surveys/ studies on relevant topics relating to financial
products and services in the past 5 years.
No. Client’s Name Client’s Contact Details (Name/ e-
mail/ tel. no.)
Research/ Survey/ Study’sScope/
Purpose
Contract Worth (RM)
Period of Research/
Survey/ Study
Section 5: Schedule/ Timeline for ImplementationThis section will contain a detailed schedule/ timeline for the implementation with
specific activities clearly listed.
Section 6: Additional InformationThis will cover any additional relevant information that has not been covered in the
sections mentioned above.
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Appendix A-6 – Detailed Costing
No. Items Specification Cost (RM)
Note:
Price quoted must include sales tax, surtax and other applicable government taxes
Name :
Designation :
Signature :
Date :
Vendor Stamp :
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Appendix A-7 – Vendor’s Profile Particulars Form
Vendor Profile (applicable to companies and private IHLs only)
Name of Vendor
A. Types of Specialised Business
Attach a copy of the latest Memorandum
and Articles of Association.
B. Year of Incorporation in Malaysia
Attach a copy of Form 9 of the
Companies Act 1965 (Certificate of
Incorporation)
C. Social Security Registration number Attach a copy of schedule of contribution
to the Social Security Organisation
D. Insurance Attach a
copy of insurance policies cover notes
and receipts of insurance premiums for
the Vendor’s employees
E. Shareholding Structure Malaysian Ownership : %
Bumiputera Status : %
Attach a copy of the following:
Form 24 of the Companies Act 1965
(Return of Allotment of Shares);
Form 49 of the Companies Act 1965
(Return Giving Particulars in Register
of Directors, Manager and
Secretaries and Change of
Particulars)
F. Details of Shareholder(s) Authorised capital (RM) :
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Paid-up Capital (RM) :
No. Name NationalityNo. of Shares
%Post Held in
Vendor
I.
II.
III.
IV.
V.
G. Financial Standing Net Profit 2010 Net Profit 2011 Net Profit 2012
RM RM RM Attach are copies of the audited
financial statements for year 2010,
2011 and 2012.
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