Exhibit 10.5


 





END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND BANK OF CEYLON


 


END-USER
SOFTWARE LICENSE AGREEMENT





 


 


The
End-User Software License Agreement (the “Agreement”) is made and effective on the 9th, of November 2011,




 


	BETWEEN:	Duo
    Software (Pvt) Ltd. (the “Licensor”), incorporated on 22nd October 2004, under the Companies
    Act No. 17 of 1982 and subsequently reregistered under the Companies Act No. 7 of 2007 (PV 10048) and existing under the laws
    of the Republic of Sri Lanka, with its head office located at:
	 	 
	 	No.
    403,
	 	Galle
    Road,
	 	Colombo
    3,
	 	Sri
    Lanka.
	 	 
	AND:	Bank
                                         of Ceylon. (the “Licensee”), a , Banking
                                         Corporation, duly established under the Bank of Ceylon Ordinance (Cap. 397), with its
                                         head office located at:




	 	 
	 	No.
    04,
	 	Bank
    of Ceylon Mawatha,
	 	Colombo
    01,
	 	Sri
                                         Lanka.






 


RECITALS


 


WHEREAS,
Licensor has developed certain computer programs and related documentation more particularly described in Schedule A attached
hereto (the “Products”) and desires to grant Licensee a license to use the Software.


 


WHEREAS,
Licensee wishes to use the Software under the conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows:


 


1.
DEFINITIONS


 


The
following definitions shall apply to this Agreement:


 


“Software”
means the computer programs, database structure and documentation listed in Schedule A attached to this Agreement.


 


“Server”
means a computer with programs that provides services to other computer programs (and their users) in the same or other computers.


 


“Site”
means the location specified by the licensee for the implementation of the software.


 


“Client
Computer” means a user’s computer (PC, MAC, Workstation) the client term implies the computer is connected to
network where by the computer may request data from time to time from the Server.




 




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“Source
Code” is the collection of files needed to convert from human-readable form to some kind of computer-executable form.


 


“Install”
means placing the Software on a computer’s hard disk, CD-ROM or other secondary storage device.


 


“Derivative
Works” means a work that is based upon one or more preexisting works, such as a revision, modification, translation,
abridgment, condensation, expansion or any other form in which such a preexisting work may be recast, transformed or adapted,
and that, if prepared without authorization by the owner of the preexisting work, would constitute copyright infringement.


 


“Use”
means (i) executing or loading the Software into computer RAM or other primary memory, and (ii) copying the Software for archival
or emergency restart purposes.


 


“LAN”
is a short form for Local Area Network.


 


“Local
Area Network” means a network linking number of computers and servers covering a small geographic area like an office,
within a building.


 


“Product”
means the computer programs, database structure and documentation listed in Schedule A attached to this Agreement.


 


“Subscriber”
means the customers of Licensor, subscribing for each service provided by Licensor. For the purpose of clarity a subscriber
is a single subscriber service account on the Software System. A customer may have one or more subscriber accounts


 


“WAN”
is a short form for Wide Area Network.


 


“Wide
Area Network” means a network of computers that covers a broad area (i.e., any network whose communications links cross
metropolitan, regional, or national boundaries), usually connecting a multiple number of LAN’s across broad geographical
boundaries.


 


“Documentation”
means all operation’s and user manuals, training materials, guides, listings, specifications, and other materials for
use in conjunction with the Software.


 


“Test/Lab
Environment” means the Licensee’s hardware set aside for testing or creating a simulation of the production environment
that is used to process actual subscriber usage.


 


“Agreement”
means this contract between Licensor and Licensee, which may be amended, modified from time to time.


 


“License”
means a perpetual, non-exclusive license to use the Software and Documentation, subject to the terms and conditions as specified
in Schedule B.


 


“Software
Modification Request or SMR” means request from Licensee to Licensor to make a modification to the Software that is
outside the scope of this Agreement.


 


“Software
Requirement Specification or SRS” means response from Licensor to Licensee’s SMR which will provide the details
on the scope of work required to meet the SMR as well as proposed commercial terms.


 


“Functional
Scope Document or FSD” means mapping and alignment of the Licensee’s business objectives and processes to the
Software functionality.


 




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“Acceptance
Test Criteria or ATC” means the mutually agreed upon test cases to be carried out as part of the User Acceptance Test
to demonstrate the successful implementation of the agreed upon scope of deliverables.


 


“User
Acceptance Test or UAT” means the execution of the agreed upon test cases defined in the ATC which if successfully completed
will lead to the Licensee issuing the Acceptance Certificate to the Licensor.


 


“Acceptance
Certificate” means the certificate to be issued by the Licensee to the Licensor upon the successful completion of the
UAT which upon issuance indicates the successful completion of the Software implementation.


 


2.
REPRESENTATIONS AND WARRANTIES


 


Licensor
undertakes and warrants that as of the date of this Agreement:


 


	 	2.1	It
    is a limited liability company duly incorporated, validly existing and empowered by its charter to carry on business of the
    nature described in this Agreement.
	 	 	 
	 	2.2	It
    has full corporate power and authority to enter into this Agreement and to take any action and execute any documents required
    by the terms hereof.
	 	 	 
	 	2.3	Execution
    of this Agreement has been duly authorized by all necessary corporate proceedings and has been duly and validly executed by
    both parties and is a legal, valid and binding obligation of the respective parties enforceable in accordance with the terms
    hereof.
	 	 	 
	 	2.4	The
    signatories of this Agreement have been duly empowered and authorized to execute this Agreement and to perform all obligations
    in accordance with the terms herein set out.
	 	 	 
	 	2.5	There
    is no known event that could change the status of any of these representations and warranties during the term of this agreement.


 


Licensor
hereby represents and warrants to Licensee that:


 


	 	2.6	Licensor
    is the owner of all rights, titles and interests, including copyrights, in all the Software, Documentation and any other licensed
    materials being granted to the Licensee.
	 	 	 
	 	2.7	Licensor
    has not granted any rights or licenses to the Software, Documentation and any other licensed materials that would conflict
    with Licensor’s obligations under this Agreement.
	 	 	 
	 	2.8	Licensor
    will not enter into any agreement with any third party which would affect Licensee’s rights under this Agreement, or
    bind Licensee to any third party, without Licensee’s prior written consent.
	 	 	 
	 	2.9	Licensee’s
    use of the Software, Documentation and any other licensed materials as authorized by this Agreement will not infringe any
    existing copyrights, trade secrets, patents or trademark rights of any third party. The Software, Documentation and other
    licensed materials are free from all liens, claims, encumbrances and other restrictions.
	 	 	 
	 	2.10	The
    Software and its use by the Licensee hereunder do not violate or infringe rights of any third party or laws or regulations
    of any governmental or judicial authority.
	 	 	 
	 	2.11	Licensee
    shall be entitled to use and enjoy the benefit of the Software, Documentation and any other licensed materials whilst this
    Agreement remains in force.
	 	 	 
	 	2.12
    	Licensee’s
    use and possession thereof hereunder shall not be adversely affected, interrupted or disturbed by Licensor or any entity asserting
    a claim under or through Licensor.


 




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3.
THE SOFTWARE


 


The
Software shall consist of modules or components and shall perform functions and comply with the proposals and specifications,
identified in Schedule A and Schedule E of this Agreement. Each Software’s module or component, specification and proposal
included or referred to in Schedule A and Schedule E are expressly incorporated by reference herein. The Software will be and
has been tested on its reliability and functionality and there shall be no hidden defects or errors that shall prejudice or damage
the Licensee’s business operations.


 


4.
DOCUMENTATION


 


The
Documentation shall consist of all operator’s and user manuals, training materials, listings, Software and module administration
guides, Software and module operation guide focusing and highlighting system functionality, installation guide and other materials
for use in conjunction with the Software. In addition, the Licensee’s Request of Proposals and the Licensor’s response
to the Request of Proposals will also be included as part of the Documentation. Upon completion, the FSD, ATC, UAT and Acceptance
Certificate will also be a part of the Documentation. Licensor shall deliver to Licensee two complete copies of the Documentation.
Licensee shall have the right, as part of the License granted herein, to make 10 copies of the Documentation for its own use.
If any additional copies of the Documentation for its own use are required the Licensee shall notify the Licensor, the numbers
of additional copies of the Documentation that are needed.


 


5.
SOURCE CODE


 


The
Software shall not include its Source Code form and will not include all relevant explanations and documentation of the Source
Code (collectively, “Commentary”). Licensor is not at any time required to deliver to Licensee, any copies of the
complete or partial Source Code contained on Licensee machine-readable media and a complete listing of the Source Code and Commentary,
unless the Licensor declares bankruptcy, becomes insolvent, or ceases to carry on with its software business or other similar
events.


 


In
case of the events above occurred to the Licensor, the Licensee will immediately be given a copy of the Source Code and Commentary
of the Software, and the Licensee will be given an unlimited right to use and modify the Source Code and Commentary for only the
Licensee’s operations.


 




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6.
OPERATING ENVIRONMENT


 


The
Software, and each module or component and function thereof, shall be capable of operating fully and correctly on the combination
of the computer equipment (“Hardware”), the programming language and the operating system specifications in Schedule
D of this Agreement.


 


7.
SOFTWARE LICENSE TERMS


 


Licensor
hereby grants to Licensee a perpetual, non-exclusive License to use the Software and Documentation, subject to the terms and conditions
as specified in Schedule B. This License is effective when executed by both parties and the License granted to the Software remains
in force until termination of this Agreement.


 


In
granting this non-exclusive License to the Licensee by the Licensor, the Licensee will be allowed to utilize the Software system
on the following terms:




 


Licensor
hereby grants to Licensee a non-exclusive License to install and use the Software on:




 


	 	1.	Multiple
    Server Licenses - up to four of the Licensee’s Servers (two in Live Servers and two in Test/Lab Environments) provided
    the Software will only be in use on Licensee’s client computer(s) at any time. If the Software is permanently installed
    on the hard disk or other storage device of a Server, one person may use the Software under the server licensing conditions,
    any further users of the application is to be determined under the Multiple Standalone computer licensing terms detailed below.
	 	 	 
	 	2.	Multiple
    Standalone Computer Licenses - unlimited number of single-user computers in the Licensee’s possession.
	 	 	 
	 	3.	Site
    Licenses - on any computer located at 10 sites specified by the Licensee for the use with two CAS and one Head-end connected
    to the two CAS operating at one regional site, provided by the Licensee.
	 	 	 
	 	4.	LAN
    and/or WAN Licenses - on the Licensee’s LAN and/or WAN, provided the total number of users who have access to the
    Software at any time does not exceed the Multiple Standalone Computer authorized number.


 


The
License terms are summarized in greater detail in Schedule B.


 


8.
SOFTWARE LICENSE FEES


 


As
consideration for the perpetual license to use the Software and Documentation granted to Licensee herein, Licensee shall pay to
Licensor the total sum as specified in Schedule C.


 


The
License for the Software specified in Schedule A will be in effect upon the receipt of the 1st Software Implementation Fee payment.


 




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9.
LICENSEE’S RIGHTS AND OBLIGATIONS


 


Licensee
has the right to:


 


	 	1.	Make
    one copy of the Software and related documents and data generated thereby solely for backup or archival purposes.
	 	 	 
	 	2.	Transfer
    the Software to a single hard disk, provided Licensee keeps the original solely for backup or archival purposes.
	 	 	 
	 	3.	Licensee
    may, at any time, without prior notice to or consent of Licensor, transfer the Software to any location other than the site
    of initial installation for use on any other central processing unit (CPU) which is owned or controlled by Licensee. Licensee
    shall thereafter promptly give Licensor notice of such new location.
	 	 	 
	 	4.	Licensee
    shall have the option to extend the License granted for five (5) Servers, as detailed in Schedule B, to more Servers by tendering
    a written request to Licensor and such acceptance may be made by the Licensor subject to commercial agreement.
	 	 	 
	 	5.	Licensee
    shall request for a modification to the Software by sending a Software Modification Request (SMR) document to the Licensor
    listing the requested modifications along with process flows and test cases. On the receipt of the SMR the Licensor shall
    carefully evaluate the document and dispatch a Software Requirement Specification (SRS) to the Licensee along with the commercial
    terms for such a modification. The Parties hereby agree that the commercial terms and fees shall be comparable and at market
    rate.
	 	 	 
	 	6.	The
    Software will be delivered by Licensor to location of choice of Licensee.


 


Licensee
has the following obligations:


 


	 	7.	The
    Licensee must treat the Software and Documentation like any other copyrighted material - for example a book.
	 	 	 
	 	8.	Cannot
    copy the Software except to make archival or backup copies as provided above
	 	 	 
	 	9.	Cannot
    modify, enhance nor adapt the Software nor merge it into another program unless otherwise obtained by Licensor’s written
    consent.
	 	 	 
	 	10.	Cannot
    reverse engineer, disassemble, decompile or make any attempt to discover the Source Code of the Software.
	 	 	 
	 	11.	Cannot
    place the Software onto a server so that it is accessible via a public network such as the Internet.
	 	 	 
	 	12.	Cannot
    sublicense, rent, lease or lend any portion of the Software or Documentation unless to its affiliates companies.


 


10.
SOFTWARE INSTALLATION


 


Promptly
after delivery of the Software and Documentation to the Site, Licensor shall install and configure the Software in accordance
with Schedule F. The Software installation and acceptance process will incorporate the following steps:


 


	 	1.	Licensor
    notifying Licensee the name of the designated Project Manager along with the proposed Project Manager’s qualifications
    which according to Licensor view, shall be able to complete the project and Software as agreed in this Agreement.
	 	 	 
	 	2.	Licensee
    sending in writing its acceptance of the designated Project Manager.
	 	 	 
	 	3.	Licensee
    notifying the name and designation of persons who would be the single point contact to Licensor.


 




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	 	4.	Licensor
    designated Project Manager will work with designated Licensee persons for all project implementation activities.
	 	 	 
	 	5.	Analysis
    of Licensee’s business objectives and processes.
	 	 	 
	 	6.	Map
    and configure Licensee’s business objectives and processes to the Software.


 


The
Licensee shall be responsible to provide all of the required Hardware (Servers and Headsets) except for any special software where
the Licensor is to provide the hardware as is specified in Schedule D.


 


Licensee
may submit to Licensor any other observations, suggestions made during the implementation and or any change or enhancements that
might be required or recommended.


 


Licensor
will review the same and shall get back with their comments within 2 weeks from the date of acceptance. However these points will
not be a part of the initial implementation and may be chargeable. These will be categorized as follows:


 


	 	●	Enhancement:
    This category of issues would require a detailed analysis, freezing the scope, deciding the delivery schedule and commercials
    if any.
	 	 	 
	 	●	Change
    in Requirement: This category of issues would require a detailed analysis, freezing the scope, deciding the delivery schedule
    and commercials if any.
	 	 	 
	 	●	Customization:
    This category of issues is typically outside the product that can be taken up as and when needed during the implementation.
    For these points there should be an agreement by both parties on scope, time and commercials.
	 	 	 
	 	●	Configuration:
    This category of issues requires specific configuration in the Software to demonstrate the features.
	 	 	 
	 	●	Bugs:
    This category of issues are the bugs reported and are fixed as per the Service Level Agreement (SLA). If there is delay or
    business interruptions that are caused by the bugs in the Software, Licensee shall have the right to a reduction in the Annual
    Maintenance Fee that shall be paid by Licensee to Licensor which shall be elaborated in the Service Level Agreement.


 


11.
TRAINING


 


The
License Fee includes all costs for the training of Licensee’s employees on the use and operation of the Software on the
Hardware, including instruction in any necessary conversion of Licensee’s data for such use. Pursuant to a mutually agreed
upon schedule, Licensor shall provide experienced and qualified personnel to conduct up to 14 full eight-hour days of such training
of groups of up to six employees or other personnel of Licensee at a location or locations designated by Licensee within the Territory.


 




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12.
SOFTWARE MAINTENANCE


 


During
the implementation period, first year of use, and the period covered by the maintenance terms, Licensor shall promptly notify
Licensee of any defects or malfunctions in the Software or Documentation of which it learns from any source. Licensor shall promptly
correct any defects or malfunctions in the Software or Documentation discovered during the validity of this in accordance with
the the Service Level Agreement (SLA) specified under Clause 13 of this Agreement. Any defects or malfunctions will be rectified
and the Licensor shall provide the Licensee with corrected copies of same, without additional charge. Licensor’s obligation
hereunder shall not affect any other liability which it may have to Licensee.




 


Licensor
shall provide to Licensee, without additional charge, copies-of the Software and Documentation revised to reflect any enhancements
to the Software made by Licensor during the validity of this Agreement as long as the customer continues to pay for the Annual
Maintenance Fee or as specified in a separate agreement. Such enhancements shall include all modifications to the Software which
increase the speed, efficiency or ease of operation of the Software, or add additional capabilities to or otherwise improve the
functions of the Software.


 


13.
SERVICE LEVEL AGREEMENT


 


In
connection with the Licensee’s Use and operation of the Software or any problems therewith, during the Term of this Agreement
or any extended Term, if any, the Licensor shall provide to the Licensee, without additional charges, (i) 24x7 telephonic support
and (ii) remote support. In case there is an issue in the application due to Licensor’s fault, and Licensor needs to send
some engineers to support Licensee, Licensor will be responsible for all expenses. The Licensor shall use best efforts to resolve
the issues reported by the Licensee (via email/fax, or service ticket, or by remote assistance or by onsite support) within such
timeframe, as is set forth in the tabular chart below, as may be applicable depending on the criticality of the reported issue:




 


	Level
    of Criticality	 	Resolution
    Timeframe
	 	 	 
	Critical
    - Severe Operational Impact, Total failure of the Software.	 	Within
                                         24 hours of the issue being reported by the Licensee if resolution can be provided by
                                         remote support.

         

        Within
        48 hours if the issue reported requires onsite engineer.

	 	 	 
	High
    - Intermittent Product Failure, Loss of Some Functionality, No Workaround Available Moderate Degradation in Performance or
    Functionality.	 	Within
    48 hours of the issue being reported by the Licensee.
	 	 	 
	Medium
    - Minor Operational Impact, Workaround Available, Product Feature not working to Specifications.	 	Within
    21 days of the issue being reported by the Licensee, provided that a workaround is given.

 


All
costs (other than cost of travel, accommodation and perdium) associated with resolving the issue reported by the Licensee shall
be borne by Licensor unless the issue was caused due to the fault of the Licensee.


 




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If
the issue was caused by the Licensee or should there be a higher level of service required the Licensee and Licensor shall jointly
define the higher level of service and commercial terms.


 


Provided
the Licensee is up to date in making all Annual Maintenance Fee payments, the Licensor will be responsible to provide to Licensee
in a timely fashion all patches or updates to the Software that it develops along with documentation explaining the purpose and
installation procedures for any such patches or updates.


 


14.
CHANGES IN THE SCOPE OF WORK


 


The
Licensor’s basis for implementation of the Software is the scope defined in the BRS or FSD. After starting the assignment,
if Licensor finds any deviations to the scope defined, change management processes would be triggered and the Licensor will be
given an opportunity to submit a revised commercial proposal covering the charges for the work to be completed as per the enhanced
scope of work. Licensor will proceed with the rest of the work only after confirming the revised commercial proposal with Licensee.


 


15.
UPDATES AND REVISIONS


 


During
the valid period of this Agreement, the Licensor will advise the Licensee of any updates or revisions that Licensor is incorporating
into the Software. On Licensee’s request a single copy of the Software incorporating this type of change will be sent to
Licensee in object form and Licensor will grant Licensee a non-exclusive, non-transferable license to use it subject to the same
terms that are set out elsewhere in this Agreement.




 


16.
TERMINATION


 


Licensor
shall have the right to terminate this License if Licensee fails to perform any obligation required of Licensee under this Agreement
and Licensee does not fix any such breach within 60 days or if Licensee becomes bankrupt or insolvent. Licensee shall have the
right to immediately terminate this License if Licensor fails to perform any obligation required of Licensor under this Agreement
or if Licensor becomes bankrupt or insolvent. This License Agreement takes effect upon Licensee’s use of the software and
effective until terminated. Licensee may terminate this Agreement at any time for whatever reasons by giving six months written
notice to the Licensor and in such a case the Licensee must cease to use the Software and Documentation in its possession. Licensor
may terminate this Agreement at any time for whatever reasons by giving six months written notice to the Licensee.


 


Upon
termination of this License, Licensee shall return to Licensor or destroy the original and all copies of the Software except copies
that are needed by applicable laws and regulations or corporate data keeping. Licensor shall have a reasonable opportunity to
conduct an inspection of Licensee’s place of business in the presence of the officers of the Licensee, to assure compliance
with this provision.


 




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17.WARRANTY


 


Licensor
warrants that for a period of term of this contract and after delivery of the Software to Licensee:


 


	 	A.	The
    Software will be delivered in electronic form, including files transferred or downloaded from the internet or on physical
    media, and will be free from defects in materials and workmanship under normal use; and,
	 	 	 
	 	B.	The
    Software will perform in substantial accordance with the RFP provided by Bank of Ceylon.
	 	 	 
	 	C.	The
    software when properly installed on the equipment will provide the facilities and functions as described in the Documentation.


 


18.LIMITED
REMEDY


 


Licensor’s
entire liability and Licensee’s exclusive remedy shall be:


 


The
replacement of any CD-ROM(s) or other media not meeting the Warranty which is returned to Licensor due to damage will be replaced
by the Licensor within 3 days.


 


IN
NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF LICENSOR OR AN AUTHORIZED DEALER OR DISTRIBUTOR
HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY).


 


LICENSOR
ACCEPTS LIABLITY FOR ANY DAMAGES CAUSED BY THE NEGLIGENCE OF THE LICENSOR AND ITS EMPLOYEES, ONLY TO THE EXTENT OF THE VALUE OF
THE APPLICATION SOFTWARE FEES.


 


IN
NO EVENT WILL LICENSEE BE LIABLE TO LICENSOR FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT OR USE OF THE SOFTWARE (EVEN IF LICENSEE OR AN AUTHORIZED DEALER, DISTRIBUTOR
OR REPRESENTATIVE OF THE LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.


 


19.TITLE
TO SOFTWARE


 


Licensor
retains title to and ownership of the Software and all enhancements, modifications and updates made by Licensor on the Software.


 


20.
CONFIDENTIALITY


 


Each
party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes
or procedures or any other confidential, financial or business information of the other party which it learns during the course
of its performance of this Agreement, without the prior written consent of such other party. This obligation shall survive even
after, the cancellation or other termination of this Agreement.


 




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The
Software contains trade secrets and proprietary know-how that belong to the Licensor and it is being made available to the Licensee
in strict confidence.


 


HAVING
DUE REGARDS TO THE PREVAILING COPYRIGHT LAWS, ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCALS OR INTERFACES,
OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS. Exception
to this, is if the disclosure is mandated by law or for the requirements of the investigation agency, the tax agency, auditing
or for credit units to assess the authenticity of the software.


 


21.
PUBLICITY


 


Licensor
shall not refer to the existence of this Agreement in any press release, advertising or materials distributed to prospective customers,
without the prior written consent of Licensee and vice versa.


 


22.
LICENSOR’S PROPRIETARY NOTICES


 


Licensee
agrees that any copies of the Software or Documentation which it makes pursuant to this Agreement shall bear all copyright, trademark
and other proprietary notices included therein by Licensor and, except as expressly authorized herein, Licensee shall not distribute
same to any third party without Licensor’s prior written consent.


 


23.
ASSIGNMENT


 


Licensee
may assign this Agreement to any subsidiary or affiliate under its control, or as part of the sale of that part of its business
which includes the Hardware or any substantial portion of its data processing facilities, or pursuant to any merger, consolidation
or other reorganization, without Licensor’s consent, upon notice to Licensor. Licensor shall not assign this Agreement without
Licensee’s prior written consent, which shall not be unreasonably withheld. An assignee of either party, if authorized hereunder,
shall have all of the rights and obligations of the assigning party set forth in this Agreement.


 


24.
INDEMNITY


 


Licensor
agrees to indemnify and hold harmless Licensee and its subsidiaries or affiliates under its control, and their directors, officers,
employees and agents, against any and all losses, liabilities, judgments, awards and costs (including legal fees and expenses)
arising out of or related to any claim that Licensee’s use or possession of the Software or Documentation, or the license
granted hereunder, infringes or violates the copyright, trade secret or other proprietary right of any third party. Licensor shall
defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that Licensee gives Licensor
prompt notice of any such claim of which it learns. No settlement which prevents Licensee from continuing to use the Software
as provided herein shall be made without Licensee’s prior written consent. In all events, Licensee shall have the right
to participate in the defense of any such suit or proceeding through counsel of its own choosing.


 




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25.
DISPUTE RESOLUTION


 


In
the event of a dispute between the parties concerning any aspect of this Agreement the parties shall meet in good faith to resolve
the dispute.


 


In
the event of the dispute is not resolved within fifteen (15) days from the first meeting of the Parties as set out above, any
dispute arising out of or in connection with the terms and conditions herein, or the breach, termination or invalidity thereof,
either Party may refer the dispute to the Arbitration in Sri Lanka in accordance with the Arbitration Act No. 11 of 1995 of Sri
Lanka.


 


The
Parties hereby agree to keep confidential any proceedings brought under the provisions herein. Such confidentiality shall extend
to any agreement reached between the Parties for the settlement of any dispute or any Arbitral findings.


 


26.
ATTORNEY FEES


 


If
any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs
and expenses in addition to any other relief to which it may be entitled after a final judgment is rendered.




 


27.
LIMITED LIABILITY


 


Unless
otherwise expressly stated herein, Licensor shall not be liable to Licensee for any consequential damages arising out of Licensor’s
breach of this Agreement.


 


Unless
otherwise expressly stated herein, Licensee shall not be liable to Licensor for any consequential damages arising out of Licensee’s
breach of this Agreement.


 


28.
NOTICE


 


All
notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if sent by certified
mail, return receipt requested, to the parties at the respective addresses set forth below or to such other address as the party
to receive the notice has designated by notice to the other party.


 


Licensor


 


Ms.
Eresha Kumburulanda,


Manager
Legal,


Duo
Software (Pvt) Ltd.


No.
403, Galle Road,


Colombo
3,


Sri
Lanka.


 




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SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND BANK OF CEYLON


 



Licensee


 


Mr.
Rohan Peiris,




Head
of IT,


Bank
of Ceylon,


No.
04, Bank of Ceylon Mw,


Colombo
01,


Sri
Lanka.


 


29.
GOVERNING LAW


 


This
Agreement shall be governed by and construed under the laws of Sri Lanka.


 


30.
SEVERABILITY


 


If
any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall
not be impaired thereby.


 


31.NO
WAIVER


 


The
failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.


 


32.FORCE
MAJEURE


 


Should
any contingencies arises which prevent the complete or partial fulfillment by either of the parties of their respective obligations
under this contract, namely Fire, Acts of God, prohibition of export, arrest and restrain of Rules, Government or any other causes
beyond the parties control, the time stipulated for fulfillment of the obligations shall be extended for a period equal to that
during which such contingencies will remain in force with a maximum of thirty (30) days.


 


If
a force major situation arises, the parties to this Agreement shall notify in writing within fourteen (14) days with evidence
showing the force major.


 


33.
COMPLETE AGREEMENT


 


This
Agreement sets forth the entire understanding of the parties as to its subject matter and may not be modified except in writing
executed by both parties.


 


This
contract comes into effect as of the date of signing.


 




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SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND BANK OF CEYLON


  


IN
WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content
and significance and intending to be legally bound by the terms hereof.


 


	Licensor	 	Licensee
	 	 	 
	/s/ MUHUNTHAN. C	 	/s/ W.A. NALINI
	Authorized Signature	 	Authorized Signature
	 	 	 
	MUHUNTHAN.
    C (CEO)	 	W.A.
    NALINI (GENERAL MANAGER)
	Print Name and Title	 	Print Name and Title
	 	 	 
	/s/ JENNIFER PERERA	 	/s/ M.K. NANDASIRI
	Authorized Signature	 	Authorized Signature
	 	 	 
	JENNIFER
    PERERA - CFO	 	M.K. NANDASIRI (DGM-SS)
	Print Name and Title	 	Print Name and Title
	 	 	 
	 	 	/s/ ROHAN PEIRIS
	 	 	Authorized Signature
	 	 	 
	 	 	ROHAN PEIRIS (HEAD OF IT)
	 	 	Print Name and Title




  




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SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND BANK OF CEYLON


 


SCHEDULE
A


 


COMPUTER
PROGRAMS AND DOCUMENTATION


 


DuoContact
Ver 3.2


 


DuoContact
Agents Console 


 


DuoContact
Supervisor Console 


 


DuoContact
Back Office Agent Console 


 


DuoContact
Live Call Server Application 


 


DuoContact
Redundant Call Server Application 


 


DuoContact
Database Application 


 


DuoContact
Back up/Redundant DB Application 


 


DuoContact
Application Server


 


Documentation


 


	●	System
    functional specifications, including all relevant applications and modules
	 	 
	●	System
    administration guide
	 	 
	●	System
    operation guide
	 	 
	●	Installation
    guide
	 	 
	●	System
    user guide (focusing and highlighting system functionality)


 




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SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND BANK OF CEYLON


 


SCHEDULE
B


 


LICENSING


 








	Agents Licenses -	30
	 	 
	Supervisor Licenses -	04
	 	 
	Back Office Agent licenses -	10
	 	 
	Live Call Server License-	01
	 	 
	Redundant Call Server License-	01
	 	 
	Database Server License-	01
	 	 
	Back up/Redundant DB Server License-	01
	 	 
	Application Server License-	01




 




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SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND BANK OF CEYLON


 


SCHEDULE
C


PAYMENT
SCHEDULE


 


	No	 	Item
    Description	 	Rs.	 	Remarks
    (No of servers/License/Units/Limitations etc.)	 	Tax
    type and %
	 	 	 	 	 	 	 	 	 
	1.0	 	Hardware	 	 	 	 	 	 
	1.1	 	Servers	 	 	 	 	 	 
	1.1.1	 	Call
    Server	 	1,265,000.00	 	02
    servers with 1:1 Redundancy	 	VAT
    as applicable
	1.1.2	 	Database	 	805,000.00	 	01
    server	 	VAT
    as applicable
	1.1.3	 	Web
    Application	 	632,500.00	 	01
    server	 	VAT
    as applicable
	1.4	 	Redundant
    Server	 	805,000.00	 	01
    server for Database and Web Apps server Redundancy	 	VAT
    as applicable
	1.2	 	Dialogic
    Cards and Software Licenses	 	1,840,000.00	 	02
    Dialogic Cards and Software Licenses	 	VAT
    as applicable
	1.3	 	Headsets	 	93,150.00	 	30
    units	 	VAT
    as applicable
	 	 	 	 	 	 	 	 	 
	2.0	 	 	 	 	 	 	 	 
	2.1	 	Software	 	 	 	 	 	 
	2.1.2	 	Application
    Software	 	4,400,000.00	 	Please
    refer Annexure E - BOM for further information	 	VAT
    as applicable
	 	 	 	 	 	 	 	 	 
	4.0	 	Interfacing
    Cost	 	172,500.00	 	For
    the given requirement	 	 
	 	 	 	 	 	 	 	 	 
	5.0	 	Training
    Cost	 	 	 	 	 	 
	5.1	 	Users	 	Waived
    Off	 	60
    Agents	 	 
	5.2	 	Administrators	 	Waived
    Off	 	01
    Supervisor	 	 
	5.4	 	Supervisors	 	Waived
    Off	 	01
    Administrator	 	 
	 	 	 	 	 	 	 	 	 
	6.0	 	Other
    Cost	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	Total
    Cost of Solution	 	10,013,150.00	 	 	 	VAT
    as applicable
	 	 	 	 	 	 	 	 	 
	7.0	 	Annual
    Maintenance	 	 	 	 	 	 
	7.1	 	Year-2	 	 	 	 	 	 
	7.1.1	 	Hardware	 	386,630.00	 	 	 	VAT
    as applicable
	7.1.2	 	Application
    Software	 	880,000.00	 	 	 	VAT
    as applicable
	7.1.3	 	Interfacing
    Cost	 	34,500.00	 	 	 	VAT
    as applicable


 




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SOFTWARE LICENSE AGREEMENT


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	 	 	Total
    Annual Maintenance Cost	 	1,301,130.00	 	 	 	VAT
    as applicable
	 	 	 	 	 	 	 	 	 
	7.2
    	 	Year-3	 	 	 	 	 	 
	7.2.1	 	Hardware	 	386,630.00	 	 	 	VAT
    as applicable
	7.2.2	 	Application
    Software	 	880,000.00	 	 	 	VAT
    as applicable
	7.2.3	 	Interfacing
    Cost	 	34,500.00	 	 	 	VAT
    as applicable
	 	 	Total
    Annual Maintenance Cost	 	1,301,130.00	 	 	 	VAT
    as applicable
	 	 	 	 	 	 	 	 	 
	7.3	 	Year-4	 	 	 	 	 	 
	7.3.1	 	Hardware	 	386,630.00	 	 	 	VAT
    as applicable
	7.3.2	 	Application
    Software	 	880,000.00	 	 	 	VAT
    as applicable
	7.3.3	 	Interfacing
    Cost	 	34,500.00	 	 	 	VAT
    as applicable
	7.3.4	 	Total
    Annual Maintenance Cost	 	1,301,130.00	 	 	 	VAT
    as applicable
	 	 	 	 	 	 	 	 	 
	7.4	 	Year-5	 	 	 	 	 	 
	7.4.1	 	Hardware	 	386,630.00	 	 	 	VAT
    as applicable
	7.4.2	 	Application
    Software	 	880,000.00	 	 	 	VAT
    as applicable
	7.4.3	 	Interfacing
    Cost	 	34,500.00	 	 	 	VAT
    as applicable
	7.4.4	 	Total
    Annual Maintenance Cost	 	1,301,130.00	 	 	 	VAT
    as applicable
	 	 	 	 	 	 	 	 	 
	8.0	 	Additional
    License	 	 	 	 	 	 
	8.1	 	Agents	 	 	 	 	 	 
	8.1.2	 	Voice	 	112,412.50	 	Per
    Agent Console License - Voice only	 	VAT
    as applicable
	8.1.3	 	Multimedia	 	178,537.50	 	Per
    Agent Console License - Multimedia	 	VAT
    as applicable
	8.2	 	Supervisors	 	 	 	 	 	 
	8.2.1	 	Voice	 	165,312.50	 	Per
    Supervisor Console License - Voice only	 	VAT
    as applicable
	8.2.2	 	Multimedia	 	204,987.50	 	Per
    Supervisor Console License - Multimedia	 	VAT
    as applicable
	8.3	 	Work
    Action Back office Agents	 	23,143.75	 	Per
    Agent License	 	VAT
    as applicable
	8.4	 	Work
    Action For Agents	 	23,143.75	 	Per
    Agent License	 	VAT
    as applicable
	 	 	 	 	 	 	 	 	 
	9.0	 	CR
    Development Cost	 	5,175.00	 	Per
    Hour	 	 


 




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END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND BANK OF CEYLON


 


Payment
Terms


 


	 	(a)	 30%
    on award of contract
	 	 	 
	 	(b)	30%
    on completion of delivery, installation and training followed by UAT signing.
	 	 	 
	 	(c)	25%
    on commencement of live operation of all the proposed modules.
	 	 	 
	 	(d)	15%
    on completion of warranty.


 


Annual
Maintenance Fee


 


Annual
Maintenance fee shall be 20% of the solution price and will be calculated excluding hardware and headsets prices.


 




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SOFTWARE LICENSE AGREEMENT


BETWEEN
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SCHEDULE
D


 


HARDWARE.
PROGRAMMING LANGUAGE AND OPERATING SYSTEM


 


Table
1


 


	Processor	X3330
    2.66 GHz	E
    5540 2.53 GHz	E
    5540 2.53GHz
	 	 	 	 
	Number
    of processors	1	1	1
	 	 	 	 
	Memory	4
    GB + Expandable	8
    GB + Expandable	16
    GB + Expandable
	 	 	 	 
	Hard
    Disk	250
    x 4 SATA II	250
    x 2 SATA II	300
    x 6 SAS 15k RPM Hot Plug
	 	 	 	 
	Storage
    Controller	Smart
    Array Controller with Battery Cache	Smart
    Array Controller with Battery Cache	Smart
    Array Controller with Battery Cache
	 	 	 	 
	Network	1
    GbE x 4 Ports	1
                                         GbE x 2 Ports

	1
    GbE x 2 Ports
	 	 	 	 
	Power
    Supply	With
    Redundant	With
    Redundant	With
    Redundant
	 	 	 	 
	Optical
    Drive	DVD
    RW ROM , SATA	DVD
    RW ROM , SATA	DVD
    RW ROM , SATA
	 	 	 	 
	Form
    Factor	Rack
    Mountable	Rack
    Mountable	Rack
    Mountable
	 	 	 	 
	Quantity	2	1	2
	 	 	 	 
	 	Call
    Server	Application
    Server	Database
    Server


 


Note:
Duo Software shall provide the above proposed hardware or equivalent or higher specifications as part of the solution


 


Table
2


 


	Third
    Party Software	 	Description	 	Remarks
	 	 	 	 	 
	Operating
    System Server License	 	Windows
    2008 Server Enterprise license	 	 
	 	 	 	 	 
	Database
    Server License	 	MS
    SQL Server 2008 license	 	 
	 	 	 	 	 
	Citrix
    Server	 	CITRIX
    XEN Server license (Five license pack)	 	 
	 	 	 	 	 
	Dialogic
    License	 	Dialogic
    SIP Licenses	 	 


 


Note:
Above third party software shall be provided by Bank of Ceylon


 




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END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND BANK OF CEYLON


 


Table
3


 


	End
    Users Desktops	 	Recommended
    Hardware Specification
	 	 	 
	Standard
    Users	 	Intel®
    Centrino or above /512 MB RAM/60 GB
	 	 	 
	Web
    users	 	Compatible
    with Browser
	 	 	 
	Citrix
    Users	 	Compatible
    with Citrix Client


 


Note:
Above third party software shall be provided by Bank of Ceylon


 




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END-USER
SOFTWARE LICENSE AGREEMENT


BETWEEN
DUOSOFTWARE (PVT) LTD AND BANK OF CEYLON


 


SCHEDULE
E 


 


SOFTWARE
FEATURES SUMMARY


 


	GENERAL
	 
	1.1
    	The
    deployment should be of multi contact types with
	 	 
	 	1.1.1
    	Voice,
	 	 	 
	 	1.1.2
    	E-mail.
	 	 	 
	 	1.1.3	SMS
	 	 	 
	 	1.1.4	Web-chat
	 	 	 
	 	1.1.5
    	Fax.
	 	 	 
	 	1.1.6
    	Snail
    Mail
	 	 	 
	 	1.1.7
    	Skype
    (VOIP)
	 	 	 
	1.2	The
    proposed system should have a comprehensive Interactive Voice Response(IVR) system
	 	 
	 	1.2.1	IVR
    solution should support language based routing as well as skill based routing
	 	 	 
	 	1.2.2	IVR
    conditions can be changed as an when required by the supervisor or the administrator
	 	 	 
	 	1.2.3
    	The
    IVR should come with an easy to use designer
	 	 	 
	 	1.2.4
    	Any
    changes made to the IVR flow or change of voice clips should be apply while the system is currently in operations, restarting
    of server/application shouldn’t happen
	 	 	 
	 	1.2.5
    	The
                                         IVR should enable to provide self-help services and send out SMSs by integrating with
                                         existing applications




	 	 	 
	 	1.2.6
    	The
    IVR should be able to integrate with the existing banking system and be able to undertake pin verification perform transactions,
    provide account balances and other banking related activities
	 	 	 
	 	1.2.7
    	The
    IVR should be able to accommodate personal IVR facility, where the customer’s CUD will be recognized and a personalized
    IVR will be played out for the caller rather than the standard IVR (MY IVR)
	 	 	 
	 	1.2.8
    	Customer
    satisfaction surveys to be carried out by the IVR
	 	 	 
	 	ACD	 
	 	 	 
	1.3	The
    system should handle intelligent call distribution
	 	 
	 	1.3.1	Apart
                                         from language based routing the system should handle skill based routing i.e. depending
                                         on the call, it will be routed to most appropriate agent.




	 	 	 
	 	1.3.2	The
                                         system should possess a multifunctional and flexible call queuing system




	 	 	 
	 	1.3.3	Parameters
                                         should be able to change to accommodate the number of calls and the customizability of
                                         the queue to ensure customers are not held on for a long time




	 	 	 
	 	1.3.4	The
    system should be able to accommodate conditional based routing i.e. identify priority customers and VIP customers and route
    them accordingly to the best possible agent or agent group and should be given priority on the queue.
	 	 	 
	 	1.3.5	The
    longest waiting calls should be flagged on the queue, and options should be provided to drag the call manually and put it
    in front of the queue.
	 	 	 
	 	User
    Interface
	 	 
	1.4	The
    proposed solution should provide a soft client for the agents with CTI
	 	 
	 	1.4.1	The
    agent interface should be user friendly and easy to navigate, preferably not having to switch between multiple screens.
	 	 	 
	 	1.4.2	The
    user interface should indicate the IVR path the call took


 




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SOFTWARE LICENSE AGREEMENT


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	 	1.4.3	The
    UI should have soft phone capabilities and in built CRM to ensure that agents have no need to swap between multiple desktop
    screens.
	 	 	 
	 	1.4.4	Each
    agent’s productivity should be indicated in each individual interface to monitor their own performance.
	 	 	 
	 	1.4.5	A
    comprehensive knowledge base facility where it will aid the contact center agents to have information at their fingertips
	 	 	 
	 	1.4.6	The
                                         data in the knowledge base should be updated as when the bank requires, an easy to use
                                         interface should be available to update such information.




	 	 	 
	 	1.4.7	The
    system should have conditional access to customer information i.e. authority levels can be set by the administrator to give
    rights to agents to view only certain screens
	 	 	 
	 	1.4.8	Via
    CLID the UI should be able to automatically populate the callers information
	 	 	 
	 	1.4.9	The
    Agent UI should be included with the application CRM, most frequently asked information should populate for the agent i.e.
    balance inquiries, last credit or debit in customer’ account etc.
	 	 	 
	1.5	The
    supervises should be provided with a separate UI to monitor, perform administrative task and generate management reports
	 	 
	 	1.5.1	The
                                         ability to monitor the contact center real time Service level, Agent status, Etc...)




	 	 	 
	 	1.5.2	Apart
                                         from real time data the system should provide historical reports and the facility to
                                         listen to all recorded calls




	 	 	 
	 	1.5.3	Status
    updates of the logged agents and their productivity information should be available real time on the interface
	 	 	 
	 	1.5.4	The
    supervisory interface should manage the contact center agents, from creating new agents to modifying existing agents
	 	 	 
	 	1.5.5	The
                                         Supervisor module should allow supervisors to send notices directly to the desired agent,
                                         agent group or to the entire department using a notice board method




	 	 	 
	 	1.5.6	The
    supervisor should be able to provide on demand support via the supervisor application when agents require assistants
	 	 	 
	 	1.5.7	A
                                         line by line display off all connected calls should be available for the supervisor




	 	 	 
	 	1.5.8	The
                                         supervisor should be able to barge into a call and to listen to a call where the agent
                                         or the customer will not feel any difference




	 	 	 
	 	1.5.9	f
    assistance is requested by the agent the supervisor should be able to barge in to the call via the supervisor’s application
    and listen to the live call and provide assistance to the agent without the customer’s knowledge
	 	 	 
	 	1.5.10	Can
    the supervisor application be used to undertake call coaching and performance evaluation for agents
	 	 	 
	 	1.5.11	The
    system should provide a web based “dashboard’ type application that provides a “snapshot” view of
    the Call Centre operations. The dashboard must provide statistical and real-time data on waiting requests (based on request
    type, language type, agent performance, current & past average waiting time, exceptions etc.) and parameters relating
    to agent performance. It should be able to run multiple instances of the dashboard clients with appropriate access control
    restrictions.
	 	 	 
	 	CRM
	 	 
	1.6	A
    comprehensive call based CRM with a workflow driven module
	 	 
	 	1.6.1	The
    CRM should be workflow based where interactions, complaints and actions are managed and routed to the relevant back office
    departments to look into
	 	 	 
	 	1.6.2	The
    system should provide an easy way of monitoring customers inquiries, complaints, inquiries and have easy access to previous
    interactions



 



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SOFTWARE LICENSE AGREEMENT


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	 	1.6.3	Customer
    interactions to be logged in an easy to retrieve method
	 	 	 
	 	1.6.4	The
                                         system should have the capability of predefining the interaction types which will allow
                                         the agents to easily log down calls

	 	 	 
	 	1.6.5	The
    CRM should provide a drill down to the predefined interaction types, and if required the bank should have the flexibility
    of creating templates to gather more information in creating logs
	 	 	 
	 	1.6.6	Customer
                                         interaction logging should be undertaken with a simple drop down method with pre-defined
                                         categories listed by the bank, these categories should also be able to change by the
                                         bank when required and should be applicable without any technical interference.




	 	 	 
	 	1.6.7	The
    application should be able to provide the agent with the flexibility of being proactive rather than reactive, customer information,
    product information and other details should be able to send out to customer via SMS,E-mail or the conventional mailing methods,
    while the agent is still online with the customer
	 	 	 
	 	1.6.8	Can
                                         the system accommodate free form as well pre-defined e-mail and letter templates.




	 	 	 
	 	1.6.9	The
    ability to update remarks on customer accounts, which will be displayed when called again
	 	 	 
	 	1.6.10	The
    system should contain a clear method of tracking complaints, inquiries and activities
	 	 	 
	 	1.6.11	Should
    support banking transactions via application and should not have to swap between existing applications
	 	 	 
	 	1.6.12	The
    agent UI should indicate previous interactions made by the customer when a call is made
	 	 	 
	 	1.6.13	The
    system should allow to attach prior complaints/inquiries to the current interaction
	 	 	 
	 	1.6.14	Interactions
                                         should have the feature to be assigned as a task to user or group and have an audit trail
                                         of creation as well as modification on all interactions saved




	 	 	 
	 	1.6.15	The
    CRM should allow agents to diaries work items accordingly i.e. in debt recoveries when customer agrees on a set date of repayment,
    the log should be diaries to a future date for follow up.
	 	 	 
	 	1.6.16	The
    ability to generate reports on interactions as an when required
	 	 	 
	 	1.6.17	The
    CRM should be able to integrate with the existing CRM and other banking systems
	 	 	 
	 	1.6.18	Should
    support banking transactions via application and should not have to swap between existing applications
	 	 	 
	 	1.6.19	Given
    the authority the CRM should allow the flexibility of changing the customer details when request are made from customers





 






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END-USER
SOFTWARE LICENSE AGREEMENT


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	 	1.6.20	An
    audit trail should be maintained to track all account activities i.e. accounts details access by agents, transactions made,
    letters viewed etc.
	 	 	 
	 	1.6.21	Letters,
    faxes and any other correspondence should be available for the agents to view via a document viewer.
	 	 	 
	 	1.6.22	The
                                         system should provide different ways of retrieving account details i.e. using national
                                         id number, first name, last name, DOB etc.




	 	 	 
	 	1.6.23	Customer
    information added and updated should be done cased on the user authorization levels
	 	 	 
	 	Outbound
    Dialing.
	 	 
	1.7	The
                                         system should provide an outbound dialing module with the ability create campaigns




	 	 
	 	1.7.1	A
                                         user interface which allows to create and manage campaigns

	 	 	 
	 	1.7.2	The
    updating of campaign details should done using excel sheets
	 	 	 
	 	1.7.3	The
    system should accommodate SMS and E-mail campaigns as well
	 	 	 
	 	1.7.4	Conditional
                                         dialing should be undertaken i.e. the dialer should identify answering machines, busy
                                         numbers, numbers which are disconnected etc.




	 	 	 
	 	1.7.5	The
    campaign user interface show: indicate real time information on an ongoing campaign
	 	 	 
	 	1.7.6	Reporting
                                         based on successful calls dropped calls; calls that could not be connected etc. should
                                         be available for the Dank to retrieve as and when required.




	 	 	 
	 	1.7.7	The
    outbound dialer should be able to accommodate IVR based dial outs, IVR + Agent based dial outs. The flexibility should be
    given to the bank undertake the required campaigns.
	 	 	 
	 	Connectivity.
	 	 
	1.8	The
    system should be able to function at multiple sites
	 	 
	 	1.8.1	The
    system should support all the sites as a single virtual call center
	 	 	 
	 	1.8.2	The
    system should support consolidated historical reporting across all sites and all contact types
	 	 	 
	 	1.8.3	The
    system should support connectivity undertake operation outside the country, international bank connectivity
	 	 	 
	 	1.8.4	The
    system should support call routing between sites
	 	 	 
	 	1.8.5	The
    administrator should access the multiple sites from any point on the network
	 	 	 
	 	1.8.6	The
    system should support connectivity for BOC international numbers i.e. Italy, UK and United State of America etc.





 






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	 	1.8.7	Skype
    connectivity should be available in the system
	 	 	 
	1.9	The
    proposal should be based on latest technologies on Contact Center. Please provide all the technologies used and the architecture
	 	 
	1.10	The
    proposed system should have the feature to call back customers automatically
	 	 
	 	1.10.1	If
    customer prefers to talk to the call center on his convenient time rather than waiting on the queue
	 	 	 
	 	1.10.2	Abandoned
    calls should be listed on high priority and should be call back immediately
	 	 	 
	 	1.10.3	System
    should have option to select desired date and/or time of callback by the customer.
	 	 	 
	 	1.10.4	The
    system should have possibility of giving priority to such calls
	 	 	 
	1.11	Security
    Requirements
	 	 
	 	1.11.1	System
    should facilitate to create at least 3 user levels except system administrator.
	 	 	 
	 	1.11.2	System
    should cater at least 20 concurrent users.
	 	 	 
	 	1.11.3	System
    should not allow the users to log into the system from more than one terminal simultaneously.
	 	 	 
	 	1.11.4	Creation/
    deletion/ updating of agent accounts should be done with dual authority.
	 	 	 
	 	1.11.5	Changing
    the IVR conditions and sound clips should be done with dual authority.
	 	 	 
	 	1.11.6	The
    voice data transferred through the Internet should be encrypted.
	 	 	 
	 	1.11.7	The
    data of CRM application should be properly protected with a suitable mechanism.
	 	 	 
	 	1.11.8	Uploading
    and updating the content of the knowledgebase should be done with dual authority.
	 	 	 
	 	1.11.9	The
    activities should be logged with the time stamp, user ID and terminal ID.
	 	 	 
	 	1.11.10	Users
    should be enforced to change their passwords at the first log in attempt.
	 	 	 
	 	1.11.11	Length
    of password should be of minimum 6 characters with alpha and numeric combinations.
	 	 	 
	 	1.11.12	The
    system should facilitate monitoring the telephone trunks and alert if a trunk is inactive or busy.
	 	 	 
	 	1.11.13
    	System
    should identify any exceptional events where the calls do not reach the interaction centre and generate reports.


 






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	 	1.11.14	System
    should identify all the exceptional events where the incoming calls being dropped once the call enters the VR and generate
    exceptional reports in this regard
	 	 	 
	 	1.11.15	Changing
    the call routing settings should be performed with dual authority.
	 	 	 
	 	1.11.16	Access
    to the reports should be restricted only to the authorized user profiles.
	 	 	 
	 	1.11.17	The
    reports should be preserved in the system at least for 2 days.
	 	 	 
	 	1.11.18	The
    calls should be automatically recorded and should be maintained for a predefined number of days. System should facilitate
    backing up the can records by authorized users.
	 	 	 
	 	1.11.19	Emails
    and history of chat sessions should be preserved a predefined number of days for later analysis. The records should be available
    separately even if the user deletes the history/ e-mails from his mail box. System should support backing up these reports
    by a- authorized user.
	 	 	 
	 	1.11.20	The
                                         system should support alarming the administrators if s customer request is being ignored
                                         for a considerable period of time either by system error by chancing the priority manually.

         

        Exceptional
        reports should be generated for instances.

	 	 	 
	 	1.11.21	Exceptional
    reports should be generated to indicate the instances where calls/ chats are held over by the user rather than by the customer.
	 	 	 
	 	1.11.22	Exceptional
    reports should be generated for the e-mails sent by the customers for which the replies have not been sent within 24 hours.
	 	 	 
	 	1.11.23	


System
should validate the customer profiles creation in the CRM by validating the unique fields such as ID number etc. in order to ensure
that two profiles are not created for the same customer.




 

        Furthermore
        system should flag potential duplicated profiles.

	 	 	 
	 	1.11.24	System
                                         should allow only the authorized users to create customer profiles.

         

        System
        should validate all possible fields when creating customer profiles (i.e.: A telephone number should have 10 digits and
        should not contain alphabetical characters.)

	 	 	 
	 	1.11.25	Changing
    and deleting customer profiles should be done with dual authority. Reports should be generated for such instances.





 






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	 	1.11.26	No
    user including the administrator should be able to delete the logs or reports or change the content of logs or reports.
	 	 	 
	 	1.11.27	System
    should include web forms and email requests also as customer service history along with call history.
	 	 	 
	 	1.11.28	System
                                         should ensure that requests are properly closed after being serviced such that no other
                                         agent tries to cater it.

        

        

	 	 	 
	 	1.11.29	System
    should monitor for requests that are open for abnormal time span and alert the administrators. Exceptional reports should
    be generated for such instances.
	 	 	 
	 	1.11.30	System
                                         should be able to identify unusual request patterns (i.e.: Frequent requests made by
                                         the same source) and alert the administrators and generate exceptional reports.




	 	 	 
	 	1.11.31	System
    should enable to give customer feedback and record it against the respective agent. System should allow the authorized users
    to generate reports on those details.
	 	 	 
	 	1.11.32	System
                                         should schedule automatic dialing back to the customers for whom a busy tone or no answer
                                         tone is sent. System should properly monitor the schedule to ensure that no two calls
                                         are automatically generated once the request is catered.

                                                                               

                                                                              

        System
        should generate reports for such events.

	 	 	 
	 	Quantities
    required
	 	 
	1.11	30
    IP based Agent Applications
	 	 
	1.12	30
    PSTN based Agent Applications
	 	 
	1.13	Recording
    capability for 30 Agents
	 	 
	1.14	5
    way conference facility
	 	 
	1.15	30
    channels for the client access
	 	 
	1.16	4
    Supervisory Applications
	 	 
	1.17	1
    Administrator Application
	 	 
	1.18	Hold
    music for all 30 agents
	 	 
	1.19	4
    E mail clients
	 	 
	1.20	30
    SMS clients
	 	 
	1.21	Outbound
    Dialing facility for 30 Agents
	 	 
	1.22	4
    Supervisor applications with the ability to intrude calls
	 	 
	1.23	The
    ability to integrate the 30 agents to existing banking applications (Refer Current IT Setup -Core Banking, Credit Cards, Trade
    Finance, Inward Remittances etc...)
	 	 
	1.24	10
    back office agents





 






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	2.General
    Requirements
	 
	2.1	Bidder
                                         MUST state the structure of the bidder’s Project Team that is proposed for the
                                         project. Bidder MUST obtain prior written approval from the Purchaser if bidder replaces
                                         the proposed key personnel with new personnel during the life cycle of the project New
                                         personnel must have same or more qualifications and experience as those who were being
                                         replaced.




	 	 
	2.2	The
    Bidder must prepare a Preliminary Project Plan describing, among other things, the methods and human and material resources
    that the Bidder proposes to employ in the design, management, coordination, and execution of all its responsibilities, if
    awarded the Contract, as well as the estimated duration and completion date for each major activity.
	 	 
	2.3	The
    bidder should provide a project implementation plan with the following details to satisfactorily justify the bidder’s
    capability in completing the project as per requirements of the Purchaser.


 


	 	●	Project
    Organization and Management Plan;
	 	 	 
	 	●	Delivery
    and Installation Plan
	 	 	 
	 	●	Training
    Plan
	 	 	 
	 	●	Pre-commissioning
    and Operational Acceptance Testing Plan
	 	 	 
	 	●	Warranty
    Service Plan
	 	 	 
	 	●	Post-Warranty
    Maintenance Plan
	 	 	 
	 	●	Technical
    Support Plan


 


	 	Any
    other items specified in the Preliminary Project Plan.
	 	 
	2.4	Unless
    specifically stated in respective technical requirements, all active components offered provided under this tender this tender
    must be covered by a comprehensive on-site warranty for a period of three years from the date of live operations of all modules
    / components followed by an additional period of two years on-site post-warranty period starting from the last date of the
    warranty period.
	 	 
	2.5	Unless
    specifically stated in respective technical requirements, all passive components (inclusive of fixtures / furniture) offered
    provided under this tender this tender must be covered by a comprehensive on-site warranty for a period of 5 years from the
    date of acceptance
	 	 
	2.6	Language
    Support: All information technologies MUST provide support for English as well as local languages (Sinhala and Tamil)
    wherever applicable. In addition to the English language, the application MUST be compliant with the following standards for
    Sinhala and Tamil.


 


	 	●	Sinhala
    - SLS 1134: 2004: Parts 1 and 2 thereof.
	 	 	 
	 	●	Tamil
    - MUST support Unicode.


 


	2.7	DATES:
    All information technologies MUST properly display, calculate, and transmit date data, including, but not restricted to
    21st-century date data. System MUST be compliant with ISO 8601 Standard with regards to date / time.
	 	 
	2.8	Electrical
                                         Power: All active (powered) equipment MUST be able
                                         operate without damage, failure or interruption of service at voltage range and frequency
                                         range of 230V +/-15%, 50Hz +/- 3Hz. All active equipment must include power plugs (with
                                         proper ground terminal) standard in Sri Lanka.




	 	 
	2.9	Environmental:
    Unless otherwise specified, all equipment MUST operate in environments of 15-34 degrees centigrade of temperature,
    40 -85 percent of relative humidity and 0-40 grams per cubic meter of dust.
	 	 
	2.10	Safety:


 


	 	●	Unless
    otherwise specified, all equipment MUST operate at noise levels no greater than 55 decibels at 1 m.
	 	 	 
	 	●	All
    electronic equipment that emits electromagnetic energy MUST be certified as meeting US FCC class B or EN 55022 and EN 50082-1
    or equivalent, emission standards.


 


	2.11	Software
    Licenses: All software should be loyalty free and licensed to the Bank of Ceylon, Democratic Socialist Republic
    of Sri Lanka on a perpetual basis and should be valid for use within all sites of the purchaser. All custom build Software
    License should not be restricted on a user or seat basis.





 






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	2.12	The
                                         Following policy for Intellectual Property Rights ownership would determine Purchasers
                                         and Supplier’s rights and obligations (i.e. except standard software).

         

        The
        Purchaser shall have the sole Intellectual Property Rights ownership to the Custom Software or elements thereof, including
        customizations specific to the Purchaser.

	 	 
	2.13	Supplier
    is required enter into a separate Non-disclosure Agreement regarding the use and disclose of information which the Supplier
    may gather during the performance of this contract.
	 	 
	2.14	User
    Training: Bidder MUST provide User Training for the users of the Purchaser on following areas at a minimum, before the
    commencement of operations. Bidder may propose any other User Training modules in addition to what is stated below.


 


	 	●	Application
    specific training
	 	 	 
	 	●	System
    operation training
	 	 	 
	 	●	User
    administration and management training
	 	 	 
	 	●	System
    maintenance training


 


Technical
Training: Bidder MUST provide Technical Training for the IT staff of the Purchaser on following areas at a minimum, before
the commencement of operations. Bidder may propose any other Technical Training modules in addition to what is stated below.


 


	 	●	Application
    Administration
	 	 	 
	 	●	Backup
    and Restore Administration
	 	 	 
	 	●	Help
    Desk Management
	 	 	 
	 	●	Development
    Tools (i.e. Report Writer) Management (if any)


 


Bidder
MUST provide a comprehensive Training Plan which identifies, at a minimum, the following. Bidder may include any other areas in
addition to what is stated below:


 


	 	●	Training
    Methodology
	 	 	 
	 	●	Training
    concepts such as ‘train the trainer’
	 	 	 
	 	●	How
    the Bidder intends to evaluate the success of the training


 


	2.15	End
    User documents: Complete and up to date End- User documents MUST be provided in following formats / mediums:


 


	 	●	One
    (1) paper based copy per site / location
	 	 	 
	 	●	One
    (1) copy in ’.pdf format on CD / DVD
	 	 	 
	 	●	One
    (1) copy as an editable document (in ’.DOC’ or ‘ODF format) on CD / DVD


 


End
User documents MUST be in English. The documents MUST be concise, unambiguous, clear, concise, explicit, and use
good, simple language.


 


End
User documents MUST adequately describe all the functionalities operations of the application and illustrate those through
pictorial, graphical, screenshots presentation where required.


 


End
User documents MUST have comprehensive indexes to facilitate quick reference.


 


Final
versions of the End User documents MUST be available to the users prior to the commencement of User training of the system.


 


Any
subsequent changes in the system MUST be reflected in the End User documents. End User documents must be delivered as new
version releases when incorporating subsequent system changes to the documents. Bidder must provide new version releases as an
editable document on CD / DVD.


 






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	2.16	Training
    Documents: Complete and up to date Training documents MUST be provided in following formats / mediums:




 


	 	●	One
    (1) paper based copy per site
	 	 	 
	 	●	One
    (1) copy in’.pdf format on CD / DVD
	 	 	 
	 	●	One
    (1) copy as an editable document (in ‘.doc’ or ‘ODF’ format)on CD/DVD


 


Training
documents MUST be in English. The documents MUST be concise, unambiguous, clear, concise, explicit, and use good,
simple language.


 


Training
documents MUST adequately describe relevant details through pictorial, graphical, screenshots presentation where applicable.


 


Training
documents MUST have comprehensive indexes to facilitate quick reference.


 


Final
versions of the Training documents MUST be available to the users prior to the commencement of general training of the
users.


 


Any
subsequent significant changes in the system MUST be reflected in the Training documents. Training documents must be delivered
as new version releases when incorporating such system changes to the documents.


 




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SCHEDULE
F


 


DOCUMENTATION


 


	●	System
    functional specifications, including all relevant applications and modules
	 	 
	●	System
    administration guide
	 	 
	●	System
    operation guide
	 	 
	●	Installation
    guide
	 	 
	●	System
    user guide (focusing and highlighting system functionality)


 








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