Bank Negara Malaysia - SECTION A – Request for … of AMLCFT... · Web viewThe Company undertakes that neither it nor its Affiliates nor anyone acting on its behalf shall, whether

Distribution of AML/CFT Guide

Request for Quotation

(RFQ)

Issuer:

Bank Negara Malaysia Jalan Dato’ onn 50480 Kuala Lumpur

Issue date: 9 August 2018 (Thursday)

AML/CFT Guide Distribution

BANK NEGARA MALAYSIACENTRAL BANK OF MALAYSIA

Contents

SECTION A – Request for Quotation Information................................................................................3

1. Introduction.............................................................................................................................3

2. General Conditions..................................................................................................................3

3. Engagement and Deliverables.................................................................................................5

4. Evaluation of Quotation...........................................................................................................5

5. Terms and Conditions of the Agreement.................................................................................6

6. Submission of Quotation.........................................................................................................6

7. Point of Reference...................................................................................................................7

SECTION B – Business Requirements...................................................................................................7

1. Project Scope............................................................................................................................7

2. Service provider Competency...................................................................................................7

3. Information to be submitted:...................................................................................................7

Part I: Company/ Business Information..............................................................................7

Part II: Commercial Proposal...............................................................................................8

Appendix 1...........................................................................................................................................9

Appendix 2.........................................................................................................................................12

Appendix 3.........................................................................................................................................14

2



SECTION A – Request for Quotation Information

1. Introduction1.1 Bank Negara Malaysia (BNM) is inviting courier service providers to

submit a comprehensive quotation to distribute the Anti-Money

Laundering and Anti-Terrorism Financing Guide (AML/CFT Guide)

throughout Malaysia.

2. General Conditions2.1 The service provider must meet the mandatory requirements specified

as follows:

2.1.1 Malaysian registered company/business;

2.1.2 must have at least three years’ experience in providing courier

service in Malaysia; and

2.1.3 positive net worth for the past three years.

2.2 The service provider must provide a complete response to the

mandatory requirements.

2.3 The service provider shall submit a comprehensive quotation to

distribute the AML/CFT Guide on the basis that the service provider is

deemed to have examined and understood the entire content of this

RFQ.

2.4 The service provider must ensure that prices quoted including, but not

limited to, itemised costing and total cost, are true, accurate and

complete before submitting the price quotation to BNM.

2.4.1 All prices quoted must be in Ringgit Malaysia (RM), which is

inclusive of all applicable taxes to be incurred and payable by

BNM under the law;

2.4.2 The prices quoted shall not be subject to any fluctuations of RM

due to any reasons, and shall be applicable throughout the

process and in the proposed Agreement to be entered into

between BNM and the service provider, if the service provider’s

quotation is selected by BNM; and

2.4.3 The service provider shall be solely responsible for any omissions

or errors on prices quoted to BNM and shall have no right to

3



impose any additional costs, make a claim from BNM or request

BNM on any ground for the rectification and reconsideration of the

prices quoted. BNM will not entertain any request from any

service provider for any variation of prices or submission of

additional quotes for items erroneously omitted in the original

submission of proposal on any ground including oversight, lack of

knowledge, and etc.

2.5 Upon award of the distribution of AML/CFT Guide task to the successful

service provider, the price quoted by the service provider or

subsequently agreed by both BNM and the service provider will be fixed

throughout the distribution implementation period.

2.6 The service provider must be prepared to:

2.6.1 provide information on:

(i) years of experience in providing courier service

(ii) relevant experience and track record on previous projects

of this scale for the last three years

(iii) current capacity and capability in providing courier service,

including the following information:

a) average delivery time (in days)

b) average volume of deliveries per day

c) ability to provide delivery tracking of each delivery

d) number of re-delivery before extra cost (in the event of

failure of first attempt)

e) ability to generate consignment note (i.e., consignment

note to be prepared by the service provider. BNM will

only provide list of recipients and addresses)

f) value added services (if any)

2.6.2 respond to any questions on the quotation and provide additional

information, when required by BNM.

2.7 The service provider may submit a proposal covering more than the

Distribution of AML/CFT Guide requirements under this RFQ (e.g. value

added services, at costs, optional or otherwise), with the necessary

elaboration and explanation.

4



2.8 BNM reserves the right to amend the specifications and conditions in this

RFQ 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 courier service providers shall be notified

accordingly.

2.9 All costs incurred in the preparation of the quotation if any, shall be

borne solely by the service provider.

3. Engagement and Deliverables3.1 The RFQ does not constitute a contract with BNM. BNM intends that no

contract will be formed until the selection of the award is finalised.

3.2 BNM may, at its sole discretion, reject any or all quotations without

further discussion and/or reject an RFQ of any party who has been

delinquent or unfaithful in any former contract with BNM.

3.3 A service provider withdrawing its quotation that has been submitted and

opened by BNM may be blacklisted from participating in future tenders,

in accordance with the policies of BNM.

3.4 The selected service provider is not allowed to outsource or assign

further the courier service job to any other party without the written

consent of BNM. BNM reserves the right to reappoint another service

provider should this rule be breached.

4. Evaluation of Quotation4.1 The interpretation of the contents of the quotation by BNM shall be final.

4.2 The evaluation of the quotation and information provided by the courier

service provider shall be based on, but not limited to information as

stipulated under paragraph 2.6.1.

4.3 BNM does not bind itself to accept the lowest proposal or any proposal

that is submitted.

4.4 BNM is not obliged to accept a proposal in its entirety and may, at BNM’s

absolute discretion, accept only parts of a proposal.

4.5 BNM is not obliged to give any reason for non-acceptance and rejection

of any proposal.

5



5. Terms and Conditions of the Agreement5.1 BNM’s salient terms and conditions of the agreement are provided to the

service provider for reference, which shall be incorporated into the

agreement to be signed between BNM and the successful service

provider upon award of the task (see Appendix 3).

6. Submission of Quotation6.1 The documents shall be submitted to BNM through e-mail:

[email protected] in PDF format in two separate e-mails under the

subject heading as follows:

E-mails Subject Heading Relevant documents1. TECHNICAL – Distribution

of AML/CFT Guide

Appendix 1 Company information Form

Supporting documents

2. COMMERCIAL – Distribution of AML/CFT

Guide

Appendix 2 Quotation Form

Itemised Costing

6.2 The closing date for submission is on 17 August 2018 by 5 p.m. All

submissions via email must not be copied to any other email address.

6.3 Non-compliance or submission by any other means other than stipulated

above will not be entertained nor considered. BNM reserves the right to

accept or not to accept subsequent revised submissions by the service

provider provided that such subsequent submissions shall be received

before the closing date for submission of proposals.

6.4 The service provider shall comply with any request made by BNM for

additional information, for clarification purposes, after the closing date of

this proposal. The service provider shall promptly comply with the

request, as non-reply may prejudice the service provider.

6.5 Failure on the part of the service provider to comply with the

requirements specified herein shall invalidate the service provider’s

proposal.

6

mailto:[email protected]



7. Point of Reference7.1 The task owner for the AML/CFT Guide Distribution is Jabatan Perisikan

Kewangan dan Penguatkuasaan, BNM.

7.2 All questions with regard to the task should be directed via e-mail to

[email protected]

SECTION B – Business Requirements

1. Project ScopeThe selected service provider is required to:

1.1. Collect approximately 14,000 envelopes of Guides from:

Bank Negara Malaysia

Jalan Dato’ Onn

50480 Kuala Lumpur

1.2. Courier the collected envelopes of Guides to approximately 14,000 firms

nationwide (please see Item 5 of Appendix I for further details on

delivery locations).

1.3. Prepare approximately 14,000 consignment notes.

1.4. Provide delivery tracking report for each delivery.

2. Service provider Competency2.1. The service provider shall have a good and thorough understanding of

this RFQ and all the requirements mentioned in this RFQ document.

2.2. The service provider must at all times provide adequate manpower and

resources, with the ability to successfully implement the task.

3. Information to be submitted:Part I: Company/ Business Information

3.1 Participating service provider is required to provide BNM with a company

profile and required information as stipulated in Appendix I.

3.2 Please ensure that the copies of the following documents are attached

(where applicable):

Memorandum and Articles of Association/ Constitution

Certification of Incorporation/ Business Registration7

mailto:[email protected]



Return of Allotment of Shares

Notification of change in the Register of Directors, Managers and

Secretaries

Latest 3 years’ financial statements and past 3 months’ bank

statements.

Part II: Commercial Proposal

3.3 Participating service provider shall provide detailed cost breakdown for

the distribution of the AML/CFT Guide.

3.4 Quotation provided shall include all taxes and the price quoted shall be

valid for the task.

3.5 Quotations shall be provided separately from the proposal submitted

under Part I.

-End of Document-

8



Appendix 1

Company/Business Information Form

1. Company Profile

Name of Company/BusinessA. Types of Business

A copy of Memorandum and Articles of Association/Constitution

B. Year of Incorporation in Malaysia A copy of certificate of incorporation/business registration issued by Suruhanjaya Syarikat Malaysia (SSM) stating the company/business registration number

C. Shareholding Structure A copy of: Return of Allotment of Shares – Section 78 of the

Companies Act 2016 (Form 24). Notification of change in the Register of Directors,

Managers and Secretaries – Section 58 of the Companies Act 2016 (Form 49)

D. Financial Standing Profit / (Loss) in 2017 Profit / (Loss) in 2016 Profit / (Loss) in 2015(Attach copy of the latest 3 years’ financial statements and past 3 months’ bank statements)

RM RM RM

E. Years of experience in providing courier service

2. Capability

No. Criteria Response1. Average delivery time (in day(s))

2. Average volume of deliveries per day

3. Ability to provide delivery tracking for each delivery (Please state “Yes” or “No”)

4. Re-delivery before extra cost in the event of failure to deliver on the first attempt(Please state number)

5. Ability to generate consignment note for each deliveryi.e., consignment note to be prepared by the service provider. BNM will only provide list of recipients and addresses (Please state “Yes” or “No”)

9



3. Relevant experience and track record on previous projects of this scale (more than 14,000 documents per consignments) for the last 3 Years

No.Client’s Name

(please indicate “Restricted” if the company is bound by agreement with the client on

the prohibition to quote the client’s identity)

No. of Items Delivered Year

Please provide the details separately in the event the above space is insufficient.

4. Value Added Services that can be offered (if any)

(i) E.g., summary of deliveries completed on a periodic basis, for instance, weekly or bi-weekly.

(ii) _________________________________________________________________

(iii) _________________________________________________________________

5. (a) Proposal to complete delivery of over 14,000 envelopes of Guides, including re-delivery where first attempt to deliver fails. Each envelope weighs between 40 – 50 grams.

Region/ StateNo. of envelopes of

Guides to be delivered1

Timeline (no. of working days)

Central (Kuala Lumpur, Selangor)

7,146

Northern(Perlis, Kedah, Penang, Perak)

2,435

Southern(Negeri Sembilan, Malacca, Johor)

2,132

Eastern(Pahang, Kelantan, Terengganu)

787

Sabah 829

Sarawak 671

Separate proposal for delivery plan can be attached where necessary.

1 Estimated number for quotation purposes.10



(b) Overall timeline required to complete delivery of all approximately 14,000 envelopes of guide:

____________________________________________________________

6. Preferred payment approach for services rendered

Payment Approach Timeline (please indicate)

After completion of delivery assignment (BNM to make payment for services rendered after completion of all deliveries) Before delivery(BNM to make total payment for the service upon awarding of contract)Staggered payment (please indicate % of payment expected at each stage of task completion)

E.g.Stage 1 (completion of 25% of deliveries) – 25% of the total payment amount)

Stage 2 ….Stage 3 ….

Partial payment before delivery and after delivery (BNM to make partial payment upon awarding the contract and balance of payment after task completion)

E.g.xx% of payment before delivery and xx% after task completion

……………………......................… ……….......……

Company’s Stamp & Signature Date

Name of contact person : _____________________

Tel. no. : _____________________

Email address : _____________________

Appendix 211



Company’s Letterhead

PengarahJabatan Perisikan Kewangan dan PenguatkuasaanBank Negara MalaysiaJalan Dato’ Onn 50480 Kuala Lumpur

Dear Sir,

Appointment of Service Provider for Distribution of the AML/CFT Guide

We (Name and address of company)

.........................................................................................................................................

.........................................................................................................................................

.........................................................................................................................................hereby participate in the appointment of a courier service provider for the distribution of Bank Negara Malaysia’s AML/CFT Guide.

2. Our price shall remain valid and shall not be withdrawn within 60 days from the final date of submission.

No. Items Specification Cost (RM)1. Pick-up envelopes

of Guides from BNM Head Office

Please state details if necessary

2. Delivery cost per envelope (including re-delivery, if any) Each envelope

weighs around 40 - 50 gm

Please provide details if charges vary between region/ state

DestinationPeninsular - estimated 12,500 envelopes

Per envelope

For all envelopes – 12,500

East Malaysia (Sabah & Sarawak) - estimated 1500 envelopes

Per envelope

For all envelopes – 1,500

3. New delivery cost (extra delivery cost after Item 2)

Peninsular

East Malaysia (Sabah & Sarawak)

4. Delivery tracking of each delivery


5. Consignment note preparation

For all deliveries

6. Value added services (please specify if any)


12



No. Items Specification Cost (RM)(i)(ii)(iii)

Please attach the itemised costing if necessary.

…………………………………. …………………… Stamp & Signature of Company Date

Appendix 3

SALIENT TERMS AND CONDITIONS OF THE AGREEMENT

13



1. CONDUCT OF THE COMPANY AND ITS PERSONNELA. Vendor Code of Conduct and Pledge of Integrity1.1 Before, during and after the duration of this Agreement, the Company and its

Personnel shall comply with BNM’s Vendor Code of Conduct (“VCOC”),

including any updated versions of the VCOC published by BNM on its website

(http://www.bnm.gov.my).

1.2 The Company shall ensure that its Personnel have read and understood the

obligations specified in the VCOC.

1.3 The Company and its Personnel shall undertake to:

(a) notify BNM promptly of any breach, including possible breach, of the

VCOC that it knows or has reason to believe has occurred or is likely to

occur; and

(b) co-operate fully with BNM on any investigations into any breach,

including possible breach, of the VCOC including providing any

information requested by BNM.

1.4 The Company shall submit to BNM the Pledge of Integrity as set out in the

VCOC within seven (7) days upon the execution of this Agreement.

B. Security and Access1.5 BNM shall, for the purposes of this Agreement, provide access to the Location

to the Personnel during normal working hours for the purposes of carrying out

of the Company’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 the

Location. The Personnel shall strictly comply with BNM’s security procedures

and policies for access to the Location and throughout the period the Personnel

is at the Location.

2. DISCLOSURE OF RELATIONSHIP2.1 The Company represents that at the Commencement Date of this Agreement –

(a) the Company is not an entity in which BNM has significant influence in

respect of financial and operating decisions; and

(b) neither the Company, its director nor person who has control or significant

influence over the Company has any relationship with –

14

http://www.bnm.gov.my/



(i) the Governor, Deputy Governor, Assistant Governor, other members

of BNM’s Board of Directors or any head of departments of BNM;

(ii) close family members (spouse, children and their spouses, and

dependants) of persons mentioned in clause 2.1(b)(i) above;

(iii) any entity controlled by persons mentioned in clauses 2.1(b)(i) and

2.1(b)(ii) above; or

(iv) any staff of BNM,

other than those already informed in writing to BNM.

2.2 During the tenure of this Agreement, the Company shall inform BNM in writing

within seven (7) days in accordance with the format set out in the VCOC, upon

having knowledge of the existence of any relationship mentioned in clause 2.1

above.

2.3 Without prejudice to BNM’s other rights and remedies, BNM may terminate this

Agreement in the event that the Company fails to comply with this clause.

3. LIABILITY3.1 The Company shall not be liable to BNM for any loss or damage whatsoever or

howsoever caused in connection with this Agreement other than as imposed by

law.

4. RESTRICTION ON THE PARTIES’ NAME AND MATERIALS4.1 The Company agrees that it shall not use or refer to BNM's name or logo, 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.

4.2 The Company agrees not to disclose to any third party the fact that it has been

retained to provide the Services unless the information is otherwise publicly

available or as required under the law.

5. CONFIDENTIALITY

15



5.1 Each Party hereto undertakes to keep absolutely confidential all information,

specifications or documentation whatsoever, obtained or received as a result of

the discussions leading or in the course of giving effect to this Agreement. The

Parties' obligation of confidentiality shall not apply to information which is -

(a) already in the possession of each Party other than as a result of a

breach of this clause; or

(b) in the public domain other than as a result of a breach of this clause.

5.2 Each of the Parties shall undertake the necessary steps to ensure that its

personnel, agents or sub-contractors shall comply with the provisions of this

clause.

5.3 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.

5.4 The foregoing obligations as to confidentiality shall survive any termination of

this Agreement.

6. ASSIGNMENT6.1 The Company shall not assign this Agreement or any part thereof, or benefit or

interest therein or there under to any person, without the prior written consent of

BNM.

7. DELAY AND LIQUIDATED DAMAGES7.1 The Company shall inform the Authorised Representatives in writing at the

earliest stage of any likely or anticipated delay(s) that may affect the carrying

out of the Company’s obligations under this Agreement, including the

assessment of such likelihood and impact. The Company shall:

(a) submit a proposal acceptable to BNM as an interim measure to

overcome the difficulty arising from such delay(s);

(b) take the appropriate steps to mitigate the delay(s) to the satisfaction of

BNM; and

(c) keep BNM updated on the status of the delay(s).

7.2 Notwithstanding clause 7.1, the Company shall pay liquidated damages to BNM

16



for any loss or damage sustained by BNM resulting from the delay in

completing this Agreement in accordance with the Implementation Schedule.

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 Company from its other liabilities or

obligations under this Agreement. In addition, the Company shall submit a

proposal acceptable to BNM as an interim measure to overcome the difficulty

arising from such delay. Notwithstanding any payment of liquidated damages

and the interim measure taken, BNM shall be entitled to terminate this

Agreement.

8. WHISTLE BLOWING8.1 The Company shall as soon as possible, in writing or orally, inform any of the

designated officers of BNM listed in clause 8.5(a), 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.

8.2 The Company undertakes that neither it nor its Affiliates 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 favour or

disfavour to any person, in relation to this Agreement.

8.3 In the event BNM is satisfied that the Company, its Affiliates or anyone acting

on its behalf is in breach of clause 8.1 or 8.2, BNM may terminate this

Agreement (without prejudice to BNM’s other rights and remedies under the

law) by giving a written notice to the Company. 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 Company shall not be entitled to recover from BNM any loss or damages

sustained or incurred by the Company as a consequence of such termination.

17



8.4 Notwithstanding any other provision in this Agreement but subject to any written

law, BNM shall keep confidential any information disclosed or received under

clause 9 including the identity of the person giving the information and all the

circumstances relating to the information.

8.5 For purposes of clause 8 -

(a) The designated officers of BNM are as follows:

(i) Chairman, Board Audit Committee;

(ii) Secretary to the Board of Directors;

(iii) Chief of Staff, Governor’s Office;

(iv) Director, Strategic Communications Department;

(v) Director, Strategic Human Capital Department;

(vi) Director, Internal Audit Department;

(vii) General Counsel, Legal Department; and

(viii) President, Bank Negara Malaysia’s Staff Association.

(b) ‘Affiliate’ means in relation to the Company, any person or entity

controlled directly or indirectly by the Company, or any person or entity

that controls directly or indirectly the Company in any way whatsoever.

(c) ‘Gratification’ includes any gift, money, property or thing of value, or any

service, favour or other intangible benefit or consideration of any kind, or

any other similar advantage.

9. PERSONAL DATA PROTECTION9.1 Where the Company provides to BNM personal data of the Personnel who shall

be performing any part of the Services under this Agreement (hereinafter be

referred to as “Data Subjects”), the Company:

(a) shall obtain the consent of each Data Subject to allow BNM to process

the personal data of the Data Subject in accordance with the Personal

Data Protection Act 2010 (hereinafter referred to as “the PDPA”);

(b) undertakes that each Data Subject has read and understood BNM’s

Personal Data Protection Notice.;

(c) the Company shall submit to BNM prior to the commencement of any

part of the Services, the Personal Data Protection Consent form

(hereinafter referred to as “the Consent form”) that has been duly signed

by each Data Subject; and

18



(d) in the event of any change to the Data Subjects, the Company shall

immediately require the new Data Subject to sign the Consent form and

submit the duly signed Consent form to BNM prior to the new Data

Subject performing any part of the Services.

9.2 Notwithstanding any clause to the contrary, the Company shall indemnify BNM

and keep BNM fully and effectively indemnified against all costs, claims

demands, expenses and liabilities of whatsoever nature arising out of or in

connection with any claim that the use or possession of the Personal Data by

BNM under clause 9.1 is in breach of any of the requirements under the PDPA.

10. GOVERNING LAW10.1 This Agreement shall be governed by and construed in accordance with the

laws of Malaysia.

11. SETTLEMENT OF DISPUTES 11.1 The Parties shall, in good faith, attempt to settle amicably and by mutual

agreement, any disputes or conflicts arising from this Agreement.

11.2 All disputes, conflicts or differences arising between the Parties from this

Agreement, which cannot be resolved by the Parties within a period of fourteen

(14) days under clause 11.1, shall be finally settled by arbitration in accordance

with the manner and rules stipulated in clause 12.

11.3 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.

12. ARBITRATION12.1 Any unresolved dispute between BNM and the Company 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 Centre 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 Centre for Arbitration for the time

19



being in force which rules are deemed to be incorporated by reference into this

clause.

12.2 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.

13. RIGHT OF TERMINATION AND SUSPENSION13.1 This Agreement may be terminated forthwith by either Party on giving a thirty

(30) days prior notice in writing to the other.

13.2 Notwithstanding the above, the Company shall obtain the written consent of

BNM if the Company wishes to terminate this Agreement under clause 13.1. If

required by BNM, the Company shall provide BNM with termination assistance

services and/or other solutions to:

(a) safeguard BNM against interruption of the Services or any adverse

effect; and

(b) facilitate the orderly transfer of the Services to BNM and/or to a third

party appointed by BNM.

13.3 Notwithstanding clause 13, in the event the Company fails to propose a

solution(s) to BNM or if the solution(s) proposed by the Company under clause

13.2 is not acceptable to BNM, BNM may require the Company to pay

liquidated damages to BNM (without prejudice to BNM’s other rights and

remedies under the law) for any loss or damage sustained by BNM resulting

from the breach of clause 13.2.

13.4 Notwithstanding clause 13.1 to 13.3 above, either Party may by thirty (30) days

prior written notice to the other Party, terminate this Agreement, if

(a) the other Party is in material breach of any terms, conditions, warranties

or any provisions of this Agreement and has failed to remedy that breach

having been given a [thirty (30)] or [sixty (60)]* days written notice to

remedy the breach except as otherwise provided in this Agreement; or

(b) the other Party commits an act of bankruptcy, or a receiving order is

made against it, or it makes or negotiates for any composition or

arrangement for the benefit of its creditors or if a petition for its winding-

up has been presented against it in a court of competent jurisdiction, or it

becomes insolvent or ceases to carry on its business.

20



13.5 Each Party shall fulfil all its obligations under this Agreement pending the

effective date of termination upon the issuance of notice under this clause.

BNM shall allow the Personnel or agents of the Company to enter the Location

for the purpose of carrying out its outstanding obligations.

13.6 Notwithstanding the aforesaid, BNM may at its absolute discretion suspend all

or any part of the Services (hereinafter referred to as “the Suspension”) by

giving a prior notice in writing of at least fourteen (14) days to the Company

prior to the Suspension, who shall immediately make arrangements to comply

with the Suspension and minimise expenditure. BNM shall specify the period of

suspension (hereinafter referred to as “the Suspension Period”) in the written

notice to the Company.

13.7 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

Company or resume this Agreement by a prior written notice of seven (7) days

to the Company. The Company shall not be entitled to recover from BNM any

loss or damages sustained or incurred by the Company due to the suspension

or in consequence of the termination.

13.8 Any termination under clause 13.1 or 13.7 shall discharge the Parties from any

liability for further performance of this Agreement and shall entitle the Company

to be paid with the Price incurred up to the effective date of termination by

BNM. In the event BNM terminates this Agreement under clause 14.4, BNM

may recover from the Company any loss or damage sustained or incurred by

BNM as a consequence of such termination.

13.9 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.

14. REPRESENTATIONS AND WARRANTIES14.1 The Company hereby represents and warrants to BNM that –

(a) it is a corporation validly existing under the laws of Malaysia;

(b) it has the corporate power to enter into and perform its obligations under

this Agreement and to carry out the transactions and to carry on its

business as contemplated by this Agreement;

(c) it has taken all necessary corporate actions to authorise its signatory and

21



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 transactions

contemplated by this Agreement;

(d) as at the date of this Agreement, neither the execution nor performance by

the Company 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

asset;

(a) 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;

(b) this Agreement constitutes a legal, valid and binding obligation of

the Company and is enforceable in accordance with its terms

and conditions;

(c) it has the necessary financial and technical capability to

undertake the Services; and

(d) it shall provide the Services in good faith and hereby warrants

that the Services shall meet BNM’s requirement,

and the Company acknowledges that BNM has entered into this Agreement in

reliance of its representations and warranties as aforesaid.

15. PRICE AND MANNER OF PAYMENT

15.1 The Price shall be inclusive of any tax, duty or charge which is imposed by the

Government of Malaysia pursuant to Malaysian law from the Commencement

Date in respect of this Agreement.

16. LEGAL FEES AND STAMP DUTY16.1 Each Party shall bear its own legal fees and the stamp duty incurred herein

shall be borne by the Company.

17. FORCE MAJEURE

22



17.1 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 labour 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 mutually 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.

17.2 In the event that any of the foregoing delay occurs, the delaying Party shall

promptly notify the other in writing of the reasons for the delay and the likely

duration of the delay, whereby the performance of such Party’s obligation shall

be mutually suspended during the period that the conditions specified in the

foregoing sub-clause persist and such Party shall be mutually granted an

extension of time for performance equal to the period of the delay. Provided

that if the conditions shall continue beyond the duration of fourteen (14)

consecutive days, either Party may terminate this Agreement forthwith by

written notice to the other Party.

18. VARIATION18.1 It is hereby expressly agreed and declared by the Parties hereto that

notwithstanding any of the provisions of this Agreement to the contrary, the

provisions and terms of this Agreement may at any time and from time to time

be varied or amended by mutual consent of the Parties hereto by means of a

mutual exchange of letters signed by the Authorised Representative of each

Party. Such amendments and variations shall be deemed to become effective

and the relevant provisions of this Agreement shall be deemed to have been

amended or varied accordingly and shall be read and construed as if such

amendments and variations have been incorporated therein as from the date

specified in the exchange of letters.

23

Documents

Bank Negara Malaysia - SECTION A – Request for … of AMLCFT... · Web viewThe Company undertakes that neither it nor its Affiliates nor anyone acting on its behalf shall, whether