Download - Corrigendum1 Supply Chain Management Corrigendum Expression of Interest (EOI) Global Distribution Systems (GDS) Partnership Pakistan International Airlines, the National Flag Carrier,

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Supply Chain Management

Corrigendum

Expression of Interest (EOI)

Global Distribution Systems (GDS) Partnership

Pakistan International Airlines, the National Flag Carrier, invites an Expression of Interest EOI from national and international companies to form industry alliances and partnerships with PIA's loyalty

program for Global Distribution Systems (GDS) Partnership.

Expression of Interest documents is available for the interested bidders at www.piac.com.pk. Prospective firms/companies are required to submit Tender Fee of Rs. 3000 (non-refundable) in shape of a Pay Order (in the name of PIACL) along with the expression. (For Local Bidders Only). The expression of interest, prepared in accordance with the instructions in the EOI documents, must reach at General Manager Procurement, Supply Chain Management, PIA Head Office, Karachi on or before 12-06-2019 till 10:30 Hrs (PST). The expression will be opened the same day at 11:00 Hrs (PST). This advertisement is also available on PPRA website at www.ppra.org.pk.

Muhammad Usman Akhtar General Manager Procurement

Supply Chain Management, PIA Head Office, Karachi

Phone: +92 21 9904 4423, 9904 4101, 9904 3081 Email address: [email protected]

[email protected] [email protected]

http://www.piac.com.pk/

http://www.ppra.org.pk/

mailto:[email protected]



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NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made on

[10/04/2019]

BETWEEN

1. [Pakistan International Airlines Corporation Limited], (the "PIACL"); and

2. [the Receiving Party], (the "Receiving Party"),

collectively referred to as the "Parties".

RECITALS

A. The Receiving Party understands that the PIACL has disclosed or may disclose information

relating to Invitation to Bid (ITB) for Global Distribution System (GDS) Tender, which to the

extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter

referred to as "Proprietary Information" of the PIACL.

OPERATIVE PROVISIONS

1. In consideration of the disclosure of Proprietary Information by the PIACL, the Receiving Party

hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all

reasonable precautions to protect such Proprietary Information (including, without limitation, all

precautions the Receiving Party employs with respect to its own confidential materials), (ii) not

to disclose any such Proprietary Information or any information derived therefrom to any third

person, (iii) not to make any use whatsoever at any time of such Proprietary Information except

to evaluate internally its relationship with the PIACL, and (iv) not to copy or reverse engineer

any such Proprietary Information. The Receiving Party shall procure that its employees, agents

and sub-contractors to whom Proprietary Information is disclosed or who have access to

Proprietary Information sign a nondisclosure or similar agreement in content substantially similar

to this Agreement

2. Without granting any right or license, the PIACL agrees that the foregoing shall not apply with

respect to any information after five years following the disclosure thereof or any information

that the Receiving Party can document (i) is or becomes (through no improper action or inaction

by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the

public, or (ii) was in its possession or known by it prior to receipt from the PIACL as evidenced

in writing, except to the extent that such information was unlawfully appropriated, or (iii) was

rightfully disclosed to it by a third party, or (iv) was independently developed without use of any

Proprietary Information of the PIACL. The Receiving Party may make disclosures required by

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law or court order provided the Receiving Party uses diligent reasonable efforts to limit

disclosure and has allowed the PIACL to seek a protective order.

3. Immediately upon the written request by the PIACL at any time, the Receiving Party will return

to the PIACL all Proprietary Information and all documents or media containing any such

Proprietary Information and any and all copies or extracts thereof, save that where such

Proprietary Information is a form incapable of return or has been copied or transcribed into

another document, it shall be destroyed or erased, as appropriate.

4. The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary

Information or (ii) requires the PIACL to proceed with any transaction or relationship.

5. The Receiving Party further acknowledges and agrees that no representation or warranty, express

or implied, is or will be made, and no responsibility or liability is or will be accepted by the

PIACL, or by any of its respective directors, officers, employees, agents or advisers, as to, or in

relation to, the accuracy of completeness of any Proprietary Information made available to the

Receiving Party or its advisers; it is responsible for making its own evaluation of such Proprietary

Information.

6. The failure of either party to enforce its rights under this Agreement at any time for any period

shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement

is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of

this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights

under this Agreement without the consent of the other Party. This Agreement may not be

amended for any other reason without the prior written agreement of both Parties. This

Agreement constitutes the entire understanding between the Parties relating to the subject matter

hereof unless any representation or warranty made about this Agreement was made fraudulently

and, save as may be expressly referred to or referenced herein, supersedes all prior

representations, writings, negotiations or understandings with respect hereto.

7. This Agreement shall be governed by the laws of Pakistan. Any dispute between the parties

arising out of the agreement if not amicably settled shall be referred for arbitration in accordance

with arbitration act of 1940. The seat of the arbitration shall be at Karachi. The parties agree to

submit to the exclusive jurisdiction of the courts at Karachi.

[PIACL] [Receiving Party]

By: _________________________________ By: _________________________________

Name: ______________________________ Name: ______________________________

Title: _______________________________ Title: _______________________________

Address: ____________________________ Address: ____________________________

Date: _______________________________ Date: _______________________________

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ITB for Selection Global Distribution System Partner

Introduction ........................................................................................................ 5

Invitation to

Bid

( ITB )

Global Distribution Systems

(GDS) Partnership

Pakistan International Airlines Corporation

Limited PIACL)

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Airline Primary Information ................................................................................... 6

Facts and Figures ............................................................................................... 6

Business Model .................................................................................................. 7

E-commerce current situation ................................................................................ 7

Code Share Partners ............................................................................................ 7

Objectives .......................................................................................................... 8

Scope of Work ...................................................................................................... 9

Feature Requirements Matrix ................................................................................. 9

Integration of Systems already available with PIACL ...................................................... 9

Training .......................................................................................................... 9

Responding to this ITB ............................................................................................ 9

Service PROVIDERES ‟s responsibility ...................................................................... 10

PIACL‟s obligations to the Bidders .......................................................................... 10

Elements of Bidders Response .............................................................................. 10

Bidder Company background ............................................................................. 10

Platform Overview ......................................................................................... 10

Functionality ............................................................................................... 10

Time-line .................................................................................................... 11

Staffing Needs .............................................................................................. 11

Additional hardware, solution, software ............................................................... 11

Training & Documentation ............................................................................... 11

Initial system loading ..................................................................................... 11

Testing Plan ................................................................................................ 11

Implementation ............................................................................................ 11

Reports ...................................................................................................... 11

Hardware, software and network connectivity requirements ....................................... 12

System integration ........................................................................................ 12

Business Continuity and Disaster Recovery ............................................................ 12

Pricing Proposal ............................................................................................ 12

Schedule of Events .............................................................................................. 13

Selection Criteria ................................................................................................ 13

Mandatory Requirements .................................................................................... 13

Evaluation of Bid Selection Criteria ........................................................................ 14

Technical Proposal‟s Evaluation ............................................................................ 14

Financial Proposal‟s Evaluation ............................................................................. 14

Format for Technical Bid .................................................................................... 15

Technical Bid Format ..................................................................................... 16

Financial Bid Format ......................................................................................... 18

Pricing for proposed GDS Platform – Usage Fees ......................................................... 18

NTEGRITY PACT .................................................................................................. 19

PIACL Profile

Introduction

Pakistan International Airlines Company Limited (PIACL) is the flag carrier of Pakistan and is in

the business of air transportation of passengers and cargo and related activities. PIACL's primary

focus is to serve the Pakistani community at large and travelers across the globe in general. The

airline has its offices and stations located across the world.

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PIACL has recently migrated to new Passenger Service System (PSS) from HITIT Computer

Services, and as part of strategizing its position in the global markets, and to opt for the latest

technological platforms, PIACL is now looking to further enhance its reach through participation

in the majorGlobal Distribution Systems (GDS)in addition to its existing GDS partners. The

objectives are to acquire managed services with high capabilities of multi-channel dynamic sales

and distributions for increase in selling base and enhancement of revenues. Interested parties

should be established GlobalDistributionSystem having large presence around the globe and be

able to integrate with our PSSfor timetable (schedule, Capacity, Inventory, availability & Price

and has the ability to build network auxiliaries including Hotel, Visa, Car Rental, and Insurance

etc.

Airline Primary Information

Airline Name: Pakistan International Airlines Corporation Limited

IATA Airline Code: PK

IATA Accounting Code: 0000000044

Headquarters City: Karachi, Pakistan

Years in operation: Since 1956

Ownership structure:

Majority owned by the Government of Pakistan (91.7 %), while public/other shares 4.4 % and PIACL Employees Empower Trust shares 3.9 %.

Website address: www.piac.com.pk

Facts and Figures

Aircraft Fleet 5 / ATR 42-500 5 / ATR 72-500 1 / Airbus A330-300 3 / Airbus A310-300 11 /Airbus A320-200 6 / Boeing 777-200ER 2 / Boeing 777-200LR

3 / Boeing 777-300ER

Daily Flights (scheduled)

125 (Average)

Destinations Served

23 Domestic Stations – Bahawalpur,Chitral, Dalbandin, Dera Ghazi Khan, Dera Ismail Khan, Faisalabad, Gilgit, Gwadar, , Islamabad,Karachi, Lahore, Moenjodaro, Multan, Nawabshah, Panjgur, Peshawar, Quetta, Rahim Yar Khan, Sialkot, Skardu, Sukkur, Turbat and Zhob. 29 International Stations - Beijing, Kabul, Kuala Lumpur, Tokyo, Birmingham, Copenhagen, London, Manchester, Milan, Oslo, Paris, Abu Dhabi, Bahrain, Dammam, Doha, Dubai, Jeddah, Kuwait, Madinah, Muscat, Riyadh, Sharjah, Barcelona, Salalah, and Toronto.

PK Markets Pakistan, Regional, Saudia Arabia, Gulf, UK &Europe, and US & Canada.

Actual Passengers 2018 ----




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Boarded Segments (PBS)

2017 5.341 Million 2016 5.781 Million 2015 5.638 Million 2014 4.202 Million 2013 4.449 Million 2012 5.236 Million 2011 5.953 Million 2010 5.538 Million

Projected Passengers Boarded Segments (PBS)

2019 6.00 Millions

2020 6.60 Millions

2021 7.26 Millions

2022 7.99 Millions

2023 8.78 Millions

Business Model

Model Number

Direct Call Center 1

Direct Website 1

CTO/ATO (Active only) 75

Global Distribution Systems (GDS) 4

Direct Internet Booking Engine (IBE) 1

Direct General Sales Agents (GSA) including Cargo 18

E-commerce current situation

IBE Features Description

IBE Languages EN

Search Schedule/Price/Flexible search (calendar fares)

Payment International Payments (VISA / MasterCard), WorldPay Merchant Services

Services Seat / Meals Selection, Auto Exchange and Refund, Multicity Selection, Interline Selling, online Check-In

Frequent flyer Program Registration, Flight History, Miles Balance, Status

Promotional offers Discounts

Code Share Partners

Airline

Etihad Airways - EY

Thai Airways - TH

China Southern Airline- CN

Turkish Airline- TK Global Distribution System Partnership

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Objectives

PIACL aims to modernize and enhance its sales and distribution through partnership of multiple

Global Distribution System (GDS)platformswith enhanced, modern and agile functionalities. The

selectedGDSplatforms must provide competitive advantage to PIACL, not only in the short-term

by rapidly delivering cost savings and revenue gains, but also in the long-term by improving our

market agility, reach and adapting quickly to our business model. Moreover, it allows Travel

agencies to compare information on timetable (schedule, capacity, Inventory, Availability,

price, and book tickets on a large a varied no of travel service providers worldwide. PIACL‟s

objectives for the new GDSplatformand Provider‟s capabilities are:

• To opt for a next-generation global sales and distribution platformsbuilt on the latest

Services Oriented Architecture (SOA) and agile technologies, aligned with the needs of

the modern era of smart devices.

• Selecting GDS partners that has the capacity and is capable to provide managed services

for Global Distribution System (GDS) platform.

• Selecting partners, highly conversant with IATA, ICAO, A4A, ISO, EDIFACT, AIRIMP, SSIM

and other Airline related standards.

• Align PIACL‟s sales & distribution to the industry‟slatest standards and IATA initiatives

like New Distribution Capability (NDC), One Order, One Identity & Fast Travel etc.

• Capable of delivering the next generation of IT distribution solutions and aligned with

latest trends in the airline industry including Ticketing and Electronic Miscellaneous

Documents (EMD) (both standalone and associated).

• Should allow airline to be more creative, and precise, in creating personalized packages,

target segmentations and deliver offers and services through multiple channels.

• Should allow to package/ bundle and ancillary services like Extra Baggage, Leg space,

selected seats, etc. and auxiliary services like car rentals, hotel booking, insurances, Visa

services etc. in addition to airline tickets.

• Support a variety of forms of payment or modes and protect customers‟ privacy concerns

and increase revenue from new/ repeat customers.

• Deep customer intimacy and social network integration

• Integrated near real-time business intelligence and the potential for „Big Data‟

integration and exploitation, Operational Data Store, Analytics and Insights and

Predictive Analytics.

• APIs (web-services) to support in-house developments, integration and/or third party

solutions such as metasearch or direct agency connections, tour operator or corporate

distribution or partnership.

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Scope of Work

PIACL is seeking multiple GDS Platform as a Service model, where the PROVIDER takes on

responsibility for developing, maintaining and delivering the services as defined in this document

to inside and outside users for the PIACL organization. PIACL users include, but are not limited to

passengers booking agents, reservations, travel agents (accredited and non-accredited), General

Sales Agents (GSAs), Virtual Sales Agents and Pakistan Sales Agents (PSAs), tour operators and

corporate customers, contractors, code shares, interlines, and airline partners etc.

However, PIACL reserve the right to revisit the scope following analysis of the responses to the

ITBand include or exclude components.

Feature RequirementsMatrix

This Bid is issued to invite reputed and experienced suppliers to provideGlobal Distribution System

(GDS). The system must be able to deliver these Feature Requirements either currently or prior to

an agreed upon future date, as detailed in the Feature Requirements Matrix at the appendix to

this ITB. A soft copy of Technical Bid along with functional requirement matrix is also needed to be

submitted in CD format with Proposal.

Integration of Systems already available with PIACL

The providers will have to integrate with the PIACL‟s Passenger Services System, via industry

standard messages such as EDIFACT or APIs, etc. Revenue Accounting Systemsand others as

implemented/ acquired by PIACL including the current and to also any future additional related

system.

In addition to the, coverage of the scope of this document, PIACL values reliability and availability

for the, and also the timing of migration and implementation. PIACL wishes to deploy the system to

the best of its abilities and to this end is looking for a Bidder that can both demonstrate and

deploy best practice use of their system to PIACL‟s benefit.

PROVIDERS will be expected to present best practice use of their system/ Services and to deploy

these with PIACL. The focus must be to get the best from the PROVIDER system and to limit

customization and development work outside the necessary interfaces with other systems

necessary for migration.

PIACL wish to deploy the PROVIDER services with a minimum, or no customization and adaption.

The final implementation plan will be mutually agreed between the selected Bidder and PIACL.

This document and the PROVIDER response to thisITBwill form an integral part of the contract

between PIACL and the selected PROVIDERES.

Training

The PROVIDERES will ensure the necessary training to PAKISTAN INTERNATIONAL AIRLINES for

implementation, administration, configuration, operations and technologies used in the context of

the proposed solution.

The PROVIDERES must detail in its offer the training programs, contents, the durations and the

certification of the trainers.

Responding to this ITB

The tenderingprocess that PIACL will follow is described in this section. The selection of a

Bidder will be determined based on the information provided in response to the requirements

set forth in this document. The proposal should also include a functional description of the

proposed GDScomponents which clearly matches with the functionality and technical

requirements you find in this ITB.

Criteria will be weighted and consideration made on the Total Cost of Ownership (TCO)

including the system functionality, other fee (as specified in the fee structure), technical

service, resources of each Bidder and cost. The selected vendor‟s ability to provide a product

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and level of service that will help PIACL with a successful implementation is also part of the

selection process.

PIACL has developed a method to select the appropriate PROVIDERES through tendering process as

regulated by the Public Procurement Regulatory Authority (PPRA) of Govt. of Pakistan.

For the avoidance of doubt all costs associated with the development of the response,

demonstrations and presentations are at the PROVIDERES ‟s expense alone.PIACL will bear all of its

own costs associated with this process.

Service PROVIDERES ‟s responsibility

All information provided pursuant to this ITBshall be treated in strictest confidence by the bidder.

The submission of a proposal represents that the Bidder has read and understood the tender

documents.

The Bidder shall undertake the preparation of their tender submission at their own expense

including travel to PIA‟s defined location during the tender process if needed.

Upon receiving responses to this ITB, PIACL may ask vendors to perform in-person demonstrations.

The Bidder will be expected to demonstrate that the main elements of the proposed

GDSadequately meet the functional and technical requirements outlined in the ITB.

PIACL‟s obligations to the Bidders

PIACL will assist the bidders whenever and wherever possible in determining local conditions and

clarification of the tender documents. Any clarification questions and answers will be circulated

to all vendors.

PIACL reserves the right to accept or reject any proposal either in part or whole without incurring

any liability or inferring any obligation to the Bidder concerned.

Elements of Bidders Response

Bidder Company background

The following Bidder information is to be provided:

• Name of company

• Head office address

• Primary contact details

• Corporate Profile - include information about your overall business and

GDSproducts.

• Existing agent network, OTA Meta, and market share details

• Related Past Experience

• Company Financials - evidence of financial stability for the last 3+ years

• At least one (1) customer references indicating the services provided as related to

the services requested in this ITB

• Involvement of third parties - any sub-contractors or assigned vendor(s) shall be

named within the proposal.

Platform Overview Provide a high-level description of all components of systems and for each and/or any

other system you wish to include in your proposal. Attach additional documentation

as Appendices if needed.

Functionality

Please provide responses to each of the items laid out in Feature Requirements

Matrix using the Excel spreadsheet format provided with the ITB(the Feature

Requirements Matrix).

Vendors shall indicate whether their proposed solution complies or does not comply

with the requirements and submit relevant information in sufficient detail to enable

a good assessment of the product and services offered.

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Time-line The proposal should include a time line and high level milestones for the

implementation, using the date of 2ndJune2019as the starting point.

Staffing Needs The proposal should specify the PROVIDERES ‟s team including the required

competencies and knowledge and the capacity for managingproject and should also

be capable to provide additional Technical or Functional skilled resources as per

agreed man day rates during the contract period.

Additional hardware, solution, software

The proposal should be able to cater to additional hardware, solution, software

requirements form the PROVIDERES or a third party as and when needed during the

contract period. The terms and condition will be mutually agreed upon at

execution.

Training & Documentation The proposal should describe the time needed for training and the type of training

(e.g. classroom training, on-line training, hands-on training or "train the trainer"

approach). The proposal should also contain a recommended practice for training of

new staff and refresher training after cutover.

Describe what documentation is provided before and after the training.

Initial system loading The proposal should outline the steps for preparing and loading the database: schedules,

inventory, fares, etc. The PROVIDERES must list, for each module, hardware, software

and network detailed recommendations to ensure optimal performances.

The bidder must provide technical support for expected services, containing:

• Contacts (phone numbers, email addresses…) for technical support and incidents

management,

• Onsite/remote interventions when needed,

• 24/7 availability

• English Language

Testing Plan The PROVIDERES shall perform all operational tests of the GDS implementation. Testing

should particularly focus on the following aspects (not limited to):

• The full functioning of the systems, as per Feature Requirement Matrix.

• The integration of the solution to the existing network,

• Security of the overall system, connectivity and data.

• PIACL and the PROVIDERES will jointly perform validation testing/ UAT (User

Acceptance Test).

Implementation

Information required in this section includes a description of your proposed

implementation milestones and timelines, activities, Bidder and PIACL people

involved in the project, etc., as well as an outline of the training courses provided.

A train-the-trainer approach is preferred.

Reports The bidder must submit reports at each step of the project describing the following points:

• The intervening plan of both parties, PAKISTAN INTERNATIONAL AIRLINES and

Bidder, specifying profiles, roles and tasks involved in this mission,

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• The requirements in terms of resources and information that will set up PAKISTAN

INTERNATIONAL AIRLINES to the project‟s success.

Hardware, software and network connectivity requirements

For each system, list hardware, software and network connectivity that PIACL will

need to install for implementation of your proposed GDS Platform. Specify required

software on either servers or workstations.

System integration

Please describe the type of interface / link that Bidder will provide in order for

PIACL‟s systems to interact with your proposed GDS Platform and specify if these

are included as standard or an additional cost item.

Business Continuity and Disaster Recovery

Briefly describe your Business Continuity and Disaster Recovery program and specify

if these measures are included as standard or an additional cost item. Provide a

technical overview of the hardware and software implemented at the main data

center and back-up data center and where the modules proposed to PIACL will be

hosted.

Pricing Proposal

Provide responses in the financial bid format.

The proposal should take into account all the costs for the system, i.e. specify initial

set-up fees, covering costs up to cutover as well as recurring charges covering

operating costs after cutover for a three (3) year contract term. A clear distinction

should be made between fixed pricing and pricing related to passenger booking/

segments volumes to be mentioned in the Financial Bid.

Prices must be quoted in US Dollars (USD).

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Schedule of Events

Event Date/ Duration Details

Sign and submit Non- Disclosure Agreement

At the time of provision of ITB.

PROVIDERES to submit signed NDA physically or email the scanned image. GM Contracts Management Address: Procurement and Logistics Department, PIACL Head Office, Karachi. Ph: 021 9904 4423, 99044101, 99043081 Email: [email protected], [email protected] [email protected]

PROVIDERES to nominate representative(s) for attending the Pre-Bid Meetings and further Communication.

At least a day before Pre-Bid Meeting.

PROVIDERES to email its designated representatives‟ contact information to: [email protected]

Pre-Bid Meetings PIACL may, at its sole discretion wish to rely on the PROVIDERES S responses to ITB.

18-19Apr 2019

Submission and Opening of ITBResponse

13th May2019 Hard Copy and CD / USB

Evaluation of the Technical Bids

24th May2019

Opening of Financial Bid 30th May2018

Issuance of LOI/ Contract Award/ Signing of Contract

Uploaded on the PIACL/ PPRA Website.

Selection Criteria

Mandatory Requirements

Sr. No

Criteria Eligibility (YES/ NO)

Evidence Reference

1 Firm must be an established international GDS network with at least last 5 years in service and operations.

2 Compliance to all mandatory requirements as mentioned in the annexed Functional Requirement Matrix.

3 Firm must have IATA New Distribution Capability (NDC) Certification.

4 Firm must have advanced technology solution to enable online bookings via Provider‟s powered OTAs and METAs.

5 Firmmust have "Electronic Ticketing System PROVIDERES Agreement" (IATA Resolution No. 854) for all PK Markets.

6 Firm must support of PNR Synchronization from PK Host to GDS and GDS to PK Host

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Firm must be ISO 27001 certified and have trusted and established security policies in place to assure against data loss and theft, and strategies in place to deal with business continuity and data recovery.

8 Firm must have at least one office location in Pakistan.

9 Firm must have sturdy technical infrastructure and has a defined approach for continuous periodic upgrades.

10 Firm must be Payment Card Industry (PCI)/ DSSand EU‟s GDPR compliant

11 Firm must have comprehensive interlining capabilities with other airlines.

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Goods and Services can only be supplied / sources / routed from

origin” in “eligible” in member countries.

“Eligible” is defined as any country or region that is

allowed to do business in Pakistan by the law of

Government of Pakistan.

Centre “Origin” shall be considered to be the place

where the services are provided.

• Verifiable proof for all the above shall be mandatory. Non-submission may cause

disqualification of the bidder for any further process. All bidders must fill the checklist

format compliance of the eligibility criteria above.

• PIACL reserves the right to review, modify or adapt these criteria at its sole discretion.

Evaluation of Bid Selection Criteria

Total Marks are 200 (Final Total Marks = Technical + Financial). Selection will be made on the

combine weightage of Technical and Financial Proposals. Weightage factor is as under:

Technical Proposal: 60% (Acquired Marks * 0.60)

Financial Proposal: 40% (Acquired Marks * 0.40)

Technical Proposal‟s Evaluation

Technical Evaluation will be based on Mandatory Requirements and Technical Requirements.

Bidder must comply with all of the Mandatory Requirement. Failure to comply with any of the

Mandatory Requirements item in the Functional Requirement Matrix will automatically disqualify

the bid.

Technical Requirements are based on scoring system and has total marks are 100. Bidder must

acquire 70% of the total marks of the Technical Proposal to qualify for the opening of

Financial Proposal. Less than 70% of the score will result in bid’s disqualification.

Financial Proposal‟s Evaluation

Financial Proposal‟s marks are 100,and the Financial Proposal should give all relevant price

information and should not contradict the Technical proposal in any manner. All prices should be

quoted in USD only. Prices should be valid for 180 days from the date of submission.All increases

in price will be to vendor‟s account.

Audited reports of last three years will be submitted with Technical Proposal, however, their

marks will be counted during Financial Evaluation of the bids.

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S. No. Criteria Marks

1 Bidder will require to submit last three years audited reports (Yes = 10, No = 0) (Duly verified financial statements or Audited accounts required)

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2 Financial Strength (Last three (3) year‟s Average Gross Revenue)

If equal or greater than USD 500 Million then 20 marks, if equal or greater than USD 300 but below USD 500 million then 15 marks,

if equal or greater than USD 100 but below USD 300 million then 10 marks,

if less than USD 100.00 million then 0 marks

Note: Revenue of a subsidiary or parent company engaged in same line of business also qualify.

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3 Lowest Bid (for each Market – Home/ Rest of the World) (1st Lowest =70, 2nd Lowest = 40, 3rd Lowest= 20, Rest of Bids = 0.)

70

Total Marks 100

Format for Technical Bid

The technical bid is to be submitted as per the Functional Requirement matrix as per provided

appendixes, and a certificate is to be submitted confirming the willingness to integrate all the

existing relevant applications at PIACL.

All claims made by the Tenderer regarding the below mentioned Evaluation criteria must be

backed by verifiable proof of evidence. Tenderers may fill out the following form for self-

evaluation. The Authority competent to evaluate is the purchaser – PIACL.

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Technical Bid Format

Requirements with description Max. Marks

1 Company Age

5 marks for equal or greater than 10 years, 3 marks for equal or greater than 5 years but less than 10 years, 0 marks for less than 5 years

(Certificate of Incorporation or Registration by concerned authorities)

5

2 IATA New Distribution Capability (NDC) Certification Level 3 or Above Certified = 5 marks Level 2 Certified = 3 marks Level 1 Certified = 0 marks

(Provide Copy of the IATA NDC Certificate, If not provided, Not Eligible )

5

3 Market Share in Percentage as per IATA Direct Data Solution (DDS-Year 2018)

Countries Market Share %

Marks

PAKISTAN 5

Asia Pacific (Excl. Pakistan)

5

Kingdom of Saudi Arabia (KSA)

5

EMEA (Excl. KSA &UK/Europe)

5

UK&EUROPE 5

US & CANADA 5

Highest Market Share among participants in each of above market= 5 Marks

2nd Highest Market Share among participants in each of above market= 3 Marks

3rd Highest & others among participants in each of above market= 0 Marks

(Attach copy of comparative state of all GDSs as per IATA DDS)

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4 No of Airlines available on the GDS Network – potential for Interlines

1st Highest no of Airline participants in the network = 10 Marks

2nd Highest no of Airline participants in the network = 5 Marks

3rd Highest no of Airline participants in the network = 0 Marks

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5 Number of Active Travel Agents on the Bidders Network Globally

Equal or greater than 150,000 Agents = 15 marks Equal or greater than 100,000 but less than 150,000Agents= 10 marks Equal or greater than 50,000 but less than 100,000 Agents= 5 marks Less than 50,000 Agents = 0 marks

(Provide affidavit of the number of active Agents)

10

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6 Number of Active Travel Agents on the Bidders Network in Pakistan

Equal or greater than 2,000 Agents = 10 marks Equal or greater than 1000 but less than 2,000 = 5 marks Less than 1000 Agents = 0 marks


10

7 Number of affiliated OTAs or META Search Engines

Equal or Above 20 Agents = 10 marks Equal or greater than 10 but less than 20 = 5 marks Less than 10 Agents = 0 marks

(Provide the list of affiliated active OTAs & META Search Engines)

10

8 Presence of Local Representative/ office in Pakistan (Copy of Tenancy documents/ agreement to be provided)

5

9 Bidder to give Presentations and Platform Demonstrations based on the Feature Requirement Matrix, PIACL team may also visit to the Bidders offices, its client‟s offices. Marks will be given at the sole discretion of PIACL‟s evaluation team.

15

TOTAL Marks 100

18


Financial Bid Format

To assist PIACL‟s evaluation, vendors are requested to include their complete pricing in the

table format below. If additional space is needed, please either add rows or include

explanatory notes at the foot of each table. (Prices must be quoted in US Dollars - USD).

In addition, please clarify prices of all systems, implementation and integration services if

required. The pricing model must include the below mentioned activities, such as:

• Implementation, project management and cutover support

• Hosting, storage and Disaster Recovery

• Training, documentation and manuals

• Help desk ad Ongoing support

• Service Level Agreements (SLA)

Pricing for proposed GDS Platform – Usage Fees

Pricing Component / Activity

Price in USD Remarks

Implementation fee* One Time

Net Booking Fee per Segment (USD)

Booking Volume Threshold Per Contract

Year

Home Market Rest of the World Market

Remarks

1 to 0.5 Million - Net Booking fee includes Active, Passive or Group Booking, etc. - No Other Charges including cancellations & ticketing will be applicable.

0.5 to 0.75 Million 0.75 to 1.0 Million

1.0 to 1.5 Million

Greater than 1.5 Million

Any other Service Optional

Important Note:#

a. Home Markets are defined as Domestic to Domestic & Domestic to International

b. Rest of the World Segments are defined as International to Domestic & International to

International

c. For the purpose of financial evaluations only, and to calculate the Total Cost of Ownership,

upper limits for all thresholds will multiplied with the home and rest of markets rates,

however for last threshold 2 Million will be considered (where Greater than 1.5 is

mentioned).

d. PIACL reserves the right to select multiple GDS services providers, without any exclusivity.

e. Preferences will be given to the bidder providing Volume Credit on the any other Service

thresholds.

f. However, the Customer may opt additional optional services on agreed rates.

g. PIACL will not be responsible for any charges payable to any travel services provers like

OTAs, Search Engines or travel service partners etc. directly.

h. Bidders must explicitly mention all possible charges in the financial proposal and no

payments will be made on charges other than mentioned in the bid and agreed by PIACL

during the entire contract period.

i. It is explicitly explained that Bidder will not charge for the upgrades, version change, or

even feature or product change during the contract period.

19


NTEGRITY PACT

(To be submitted on Company’s Letterhead)

Declaration of Fees, Commissions and Brokerage Etc. Payable by the Suppliers, Vendors, Distributors,

Manufacturers, Contractor & Service PROVIDERES s of Goods, Services & Works___________________________________________ the Seller / Supplier / Contractor hereby declares its intention not to obtain the procurement of any Contract, right, interest, privilege or other obligation or benefit from Government of Pakistan or any administrative sub-division or agency thereof or any other entity owned or controlled by it (GOP) through any corrupt business practice.

Without limiting the generality of the forgoing the Seller / Supplier / Contractor represents and warrants that it has fully declared the brokerage, commission, fees etc., paid or payable to anyone and not given or agreed to give and shall not give or agree to give to anyone within or outside Pakistan either directly or indirectly through any natural or juridical person, including its affiliate, agent, associate, broker, consultant, director, promoter, shareholder sponsor or subsidiary, any commission, gratification, bribe, finder‟s fee or kickback whether described as consultation fee or otherwise, with the object of obtaining or including the procurement of a contract, right, interest, privilege or other obligation or benefit in whatsoever form from Government of Pakistan, except that which has been expressly declared pursuant hereto.

The Seller / Supplier / Contractor certifies that it has made and will make full disclosure of all agreements and arrangements with all persons in respect of or related to the transaction with Government of Pakistan and has not taken any action or will not take any action to circumvent the above declaration, representation or warranty.

The Seller / Supplier / Contractor accepts full responsibility and strict liability for making any false declaration, not making full disclosure, misrepresenting facts or taking any action likely to defeat the purpose of this declaration, representation and warranty. It agrees that any contract, right, interest, privilege or other obligation or benefit obtained or procured as aforesaid shall without prejudice to any other right and remedies available to Government of Pakistan under any law, contract or other instrument, be void-able at the option of Government of Pakistan.

Notwithstanding any rights and remedies exercised by Government of Pakistan in this regard, the Seller / Supplier / Contractor agrees to indemnify Government of Pakistan for any loss or damage incurred by it on account of its corrupt business practices and further pay compensation to Government of Pakistan in any amount equivalent to ten time the sum of any commission, gratification, brief, finder‟s fee or kickback given by the Seller / Supplier / Contractor as aforesaid for the purpose of obtaining or inducing the procurement of any contract, right, interest, privilege or other obligation or benefit in whatsoever from Government of Pakistan.

20


(To be submitted on Stamp Paper)

GM Contracts Management

P&L Department

Pakistan International Airlines, Karachi.

Subject: Undertaking to Execute the Contract

Dear Sir,

1. We/I, the undersigned bidder do hereby confirm, agree and undertake to do following in

the event our / my tender for supply/Services of

________________________________________________________________________

toPIACL is approved and accepted:

2. That we / I will into and execute the formal contract, a copy of which has been supplied

to us / me, receipt whereof is hereby acknowledge and which has been studied and

understood by me / us without any change, amendment, revision or addition thereto,

within a period of seven days when required by PIACL to do so.

3. That all expense in connection with the preparation and execution of the contract

including stamp duty will be borne by us / me.

4. That we / I shall deposit with PIACL the amount of security as specified in the contract

which shall continue to be held by PIACL until three months after expiry of the contract

period.

5. That in event of our / my failure to execute the formal contract within the period of

seven days specified by PIACL the Earnest money held by PIACL, shall be fortified and we

/ I shall not question the same.

Bidder‟s Signature_________________________ Name in full _______________________________

Designation ________________________________

Address ________________________________

________________________________

Phone / Fax # _______________________________

CNIC _______________________________

Seal _______________________________

Date _______________________________

21


FEBRUARY 01, 2019

------------

Draft Agreement

GLOBAL DISTRIBUTION SYSTEM PARTICIPATION

between

[SELECTED BIDDER]

and

PAKISTAN INTERNATIONAL AIRLINES

22


CONTENTS

PARTIES

(1)

This agreement is made on this _____________day of _________between Pakistan International Airlines Corporation Limited (PIACL), a public limited company incorporated and governed by and under the Laws of Pakistan having its Head Office at PIA Head Office Building, Karachi Airport , Karachi (hereinafter referred to as Customerwhich expression shall where the context so admits include its successors and assigns ) of the one part

(2) and

(3) [name and registered address of service provider][Registration details] _______________________________________________(hereinafter called referred to as Service Provider which expression shall where the context so admits include its successors and assigns) of the other part.

The Customer and the Service Provider may individually be referred to as a “Party” and collectively be referred to, as “Parties”, respectively, as the context of this Agreement requires.

BACKGROUND

(A) Service PROVIDER has developed and provides managed services consisting of end-to-end software application platform and a network of agents for Global Distribution System (GDS) at its remote location for the purpose of processing all aspects of sales of reservation of airline inventory, auxiliaries and ancillaries.

(B) The Customer wishes to use Service PROVIDER ‟s Global Distribution System (GDS) and its network services in its business operations.

(C) The Customer has desired to have systems as defined in the following section, and in addition integration with the already installed systems in PIA will also be required.

(D) Integrations with already installed systems including Reservations Engine, Interline & Code Share Integration, Pricing & Fare Management, Exchange & Refund, E-Ticketing & EMD (Electronic Miscellaneous Documents), Communication Manager and Frequent Flyer

(E) Detailed requirements mentioned in but not limited to the Feature Requirements Matrix is appendix to and is part of this agreement.

(F) Service PROVIDER has agreed to provide and the Customer has agreed to take and pay for Service PROVIDER ‟s Global Distribution System (GDS) services subject to the terms and conditions of this Agreement.

AGREED TERMS

1. Interpretation

1.1 The definitions and rules of interpretation in this clause shall apply in this Agreement.

Abuse: means activity on the part of a Service Provider‟s subsidiary Travel Agency or Subscriber or other third party in relation to its use of the System which is malicious, or in material or persistent breach of contract (i.e. a contract with any of the parties or their respective group companies or affiliates), duplicative, fictitious or undertaken solely for the purpose of achieving productivity-based booking objectives;

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Abusive Bookings: means bookings made by a Service Subsidiary Providers Travel Agency International Subscriber or third party which is the product of Abuse; Agencies: All the agencies, their employees, agents, sub-agents or partners, corporates as authorized by the Customer on the platform.

Authorised Users: All agencies (it‟s those employees and sub agents), partners, corporates, virtual agents and independent contractors of the Customer who are entitled to use the platform through the Hosting Services under this Agreement, as further described in clause Error! Reference source not found..

Booking Volume Credits: Total booking volume credit is calculated by multiplying the applicable credit rate with difference of the yearly volume in each point of sale on completion for each contract year. The volume credit rates are defined in the Schedule 1.

Business Day:means with respect to obligations to be performed by Service PROVIDER, any day, other than a Saturday, Sunday, statutory or civic federal holiday in Pakistan.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5.

Contract Year:the period of twelve (12) months from and including the Go-Live Date and each period of twelve (12) months thereafter;

Customer Account Team: the individuals appointed by the Customer from time to time who shall serve as Service PROVIDER‟s primary contacts for Service PROVIDER‟s activities under this Agreement.

Customer Data: the data input into the information fields of the Software by the Customer, by Authorised Users, or by Service PROVIDER on the Customer's behalf.

Customer's Project Manager: the member of the Customer Account Team appointed in accordance with clause 7(c).

Dollar or $ or USD: the lawful currency of the United States of America;

Effective Date: the date of signature of this Agreement.

Fees: The fees payable to Service PROVIDER as described in Schedule 1. Fee is applicable on the net segments booked and any other applicable fee per the Schedule 1.

Go-Live Date: the date that the Customer commences live usage of the Platform and/or the Hosting Services.

Implementation Services: the implementation and related work referred to in clause 2, to be performed by Service PROVIDER to configure the Software so that the Software conforms to the Product Specification.

Maintenance and Support: any Fault corrections, updates and upgrades that Service PROVIDER may provide or perform with respect to the Software and Platform Services, as well as any other support or training services provided to the Customer under this Agreement.

Managed Services: The Service PROVIDER will be responsible for including but not limited to developing, providing the software platform services, new agent activation, training, monitoring agents, hosting, maintenance, completing integrations with the third parties, ensuring uptime, smooth operations, help desk and also the service level agreements SLAs.

New Distribution Capability (NDC): NDC is a travel industry-supported program launched by IATA for the development and market adoption of a new, XML-based data transmission standard. NDC is about giving travel agents the same capability as airline websites.

Net Booking Fees: - Net Booking fee includes Active, Passive or Group Booking and Does Not include any other Charges like cancellations & ticketing. Normal Business Hours:means Service PROVIDER[local] office working hours from Monday to Friday9:00 am to 5:00 pm PST time, except gazette holidays in Pakistan.

Travel Agency: Subsidiary of Service PROVIDER that holds the necessary tour operator and travel agency licenses to act as the Merchant of Record (MoR) and provide the necessary travel and fulfilment services for auxiliaries (non-flight travel products such as hotel, car rental, transfer, tours, travel insurance and flight hotel bundles).

Person Day: eight hours per person per day or in the case of travel time twelve hours per person per day.

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Project Plan: the plan to be developed in the planning stage of the Implementation Services as per Schedule 2.

Service Level Arrangements: the service level arrangements set out in Schedule 6.

Services: Tour Operator & Travel Agency Licenses (MoR), Agent Selection & Management, Content Management, Campaign Management, Competition Management, Agency Network Management, Analytics & Customer Behaviour Management, Quality Control Management, Multi-Lingual Contact Centre, Fulfilment Services (Cancel, Reissue, etc.), Reporting (Airline, Suppliers), Invoicing, Collection, Payment and Taxation services necessary to sell, manage and operate auxiliaries (non-flight travel products such as hotel, car rental, transfer, tours, travel insurance and flight, hotel bundles).

Software:Service PROVIDER ‟s Sales and Distribution System known as [Service PROVIDER ‟s Product Suit Name] Global Distribution System (GDS), including any error corrections, updates, upgrades, modifications and enhancements to it provided to the Customer under this Agreement.

Net Booking Segment: means a Passenger Segment bookedfor one airport to the next airport. E.g. Karachi to Lahore is one segment, Karachi to Lahore to Islamabad is two segments. Platform: Travel booking management systemand all its sub-components, modules and its integrations etc. that provides users with a platform for planning, booking, reservation and managing travel plans and related services. Customers, its employees, agencies, corporates and partners will use this platform with features as defined in the Feature Requirement Matrix.

Term: means the Initial Term as may be varied by (a) any extensions to this Agreement which are agreed pursuant to clause 13; or (b) the earlier termination of this Agreement in accordance with clause 13.

Third Party or Parties: any business, firm or company that is partnered with either the customer or the Services PROVIDER or its subsidiary travel agencies and has the product or service including but not limited to auxiliary services to be offered through this GDS platform.

Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person means an individual, business concern, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical personality or governmental authority, and pronouns which refer to a person shall have a similarly extended meaning.

1.4 A reference to a company shall include any company, corporation, holding, subsidiary, associated company or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to writing or written includes letters, faxes and e-mail.

1.8 References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.9 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

25


1.10 If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

2. Implementation Services

2.1 Service PROVIDER shall perform the Implementation Services in accordance with the timetable set out in Schedule 2. Service PROVIDER shall meet the performance dates set out in Schedule 2, any such dates shall be firm and final unless otherwise agreed between the 2 parties in writing. Time shall be the essence in this Agreement.

3. Hosting, Maintenance and Support

3.1 Service PROVIDER shall be responsible for Hosting, Maintenance and Support services related to the GDS platform and for managing the Service Level Arrangements.

3.2 The Service PROVIDER shall provide unlimited space for the hosting of customer‟s transactional data and the same will be replicated on the Customer‟s site also as needed.

4. Customer INPUT Data

o4.1 The Customer shall own all rights, title and interest in and to all of the Customer Input Data including but not limited to flight schedules, fares, interline agreements, capacity, inventory etc.

4.14.2 In the event of any loss or damage to Customer Data, Service PROVIDER will restore the lost or damaged Customer Data from the latest backup of such Customer Data maintained by Service PROVIDER in accordance with the Back-up and Recovery procedures.

4.24.3 If Service PROVIDER processes any personal data on the Customer‟s behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and Service PROVIDER shall be a data processor and will ensure confidentiality of the customer‟s data as per applicable laws:

5. Service PROVIDER’s obligations

5.1 Service PROVIDER undertakes that all the services will be performed substantially in accordance with this Agreement, the Product Platform and with industry standards and quality.

5.2 This Agreement shall not prevent Service PROVIDER and the Customer from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing materials, products or services which are similar/ complementary / supplementary to those provided under this Agreement.

6. In the event of any loss to customer attributable to nonconformance to this agreement by service Provider and/or, poor under and nonperformance of Service Provider, Service PROVIDER shall be liable to provide remedies for damages through its own resources within timelines. However, the Customer shall be entitled to claim and deduct the amount of loss/damages from the security deposit as agreed between the customer and the Service Provider at Schedule 9. The Service Provider shall have no claim in this behalf.

6.1 Service PROVIDER should be able to provide any solution, software, hardware or service where a requirement has been identified to be procured from the Service PROVIDER or any other party and the same may be charged to the Customer as per mutually agreed rates and terms.

7. Customer's obligations

The Customer shall:

(a) provide Service PROVIDER and its subsidiary travel agencies with:

(i) all necessary co-operation in relation to this Agreement; and

(ii) all necessary access co-operation for integration and negotiations with the

third parties for adding auxiliary services to the platform.

26


(iii) all necessary access to such information as may be required by Service PROVIDER and its subsidiary travel agencies;

in order to render the Services, including but not limited to Customer Data, security access information and software interfaces to the Customer's other business applications maintained by itself or its third party providers and the Customer Responsibilities set out in Schedule-7.

(b) provide such personnel assistance, including the Customer Account Team and other Customer personnel, as may be reasonably requested by Service PROVIDER from time to time.

(c) Nominate/designate the Customer's Project Manager, who shall have the authority to contractually bind the Customer on all matters relating to this Agreement. The Customer shall use reasonable endeavours to ensure continuity of the Customer's Project Manager during the term of this agreement;

(d) comply with all applicable laws and regulations with respect to its activities under this Agreement; and

(e) carry out all other Customer responsibilities set out in this Agreement or in any of the Schedules in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Service PROVIDER may adjust any timetable or delivery Schedule set out in this Agreement as reasonably necessary.

8. Charges and Payments

8.1 The Customer shall pay the amounts set out in 0 for one time Implementation Services, Net Segment Booking fee, and Optional Services Fees as agreed between the parties.

8.2 Service PROVIDER shall invoice the Customer monthly [as of the last day of each month] for the all the fees defined in clause 7.1 via the IATA Clearing House under its normal procedures.

9. Proprietary rights

9.1 The Customer acknowledges and agrees that Service PROVIDER and its subsidiary travel agencies and/or its licensors own all intellectual property rights in the Software and the Services. Except as expressly stated in this Agreement, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software, Services or any related documentation.

9.2 Service PROVIDER confirms that it has all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

10. Confidentiality

10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party; or

(b) was in the other party's lawful possession before the disclosure; or

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

10.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

27


10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

10.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

10.5 The Customer acknowledges that the platform or Software, the results of any performance tests of the Software and the Services constitute Service PROVIDER ‟s Confidential Information.

10.6 Service PROVIDER and its subsidiary travel agencies acknowledge that the Customer Data is the Confidential Information of the Customer.

10.7 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonablywithheldor delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.8 This clause 10 shall survive termination of this Agreement, however arising.

11. Indemnity

11.1 The Customer shall defend, indemnify and hold harmless Service PROVIDER and its subsidiary travel agencies against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's negligence solely attributable to the Customerin using the Platform or Software or Services, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) Service PROVIDER and its subsidiary travel agencies provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

(c) the Customer is given sole authority to defend or settle the claim.

11.2 Service PROVIDER and its subsidiary travel agencies and partners shall defend the Customer, its officers, directors and employees against any claim that the Software infringes any patent effective as of the Effective Date, copyright, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) Service PROVIDER is given prompt notice of any such claim;

(b) the Customer provides reasonable co-operation to Service PROVIDER and its subsidiary travel agencies in the defence and settlement of such claim, at Service PROVIDER ’s expense; and

(c) Service PROVIDER and its subsidiary travel agencies is given sole authority to defend or settle the claim.

(d) In the defence or settlement of the claim, Service PROVIDER may obtain for the Customer the right to continue using the System, replace or modify the System or platform so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement without liability to the Customer.

12. Limitation of liability

12.1 This clause 12 sets out the entire financial liability of Service PROVIDER and its subsidiary travel agencies and its partners (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

12.2 arising under or in connection with this Agreement;

12.3 in respect of any use made by the Customer of the Services, the GDS Platform or any part of them; and

28


12.4 in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

12.5 Except as expressly and specifically provided in this Agreement:

12.6 Nothing in this Agreement excludes the liability of Service PROVIDER and its subsidiary travel agencies:

(a) for death or personal injury caused by Service PROVIDER ’s negligence; or

(b) for fraud or fraudulent misrepresentation of Service PROVIDER

12.7 The Service Level Arrangements state the Customer's full and exclusive right and remedy, and Service PROVIDER ‟s and its subsidiary travel agencies only obligation and liability in respect of, the performance and/or availability of the Hosted Service, or their non-performance and non-availability.

12.8 The Penalties are defined in the Service Level Agreements Schedule 6.

13. Term and Termination

13.1 This Agreement shall commence on the Effective Date and shall continue for the period of three (3) years following the Go-Live Date, unless otherwise terminated as provided in this clause 13. After a full three (3) years, this Agreement may be renewed on mutually agreed terms, unless either party notifies the other, in writing, at least three (3) months before the end of the contract.

13.2 Either Party may terminate this agreement with a 6 months‟ notice prior to termination without providing any reason.

13.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(b) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(c) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

(d) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(e) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within [14] days;

(g) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause to clause 13.3(f) (inclusive); or

(h) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

13.4 On termination of this Agreement for any reason:

(a) all licences granted under this Agreement shall immediately terminate;

29


(b) each party shall return and make no further use of any platform, property, materials and other items (and all copies of them) belonging to the other party;

(c) Service PROVIDER and its subsidiary travel agencies may destroy or otherwise dispose of any of the Customer Data in its possession unless Service PROVIDER receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer point and time of termination Data back-up. Service PROVIDER and its subsidiary travel agencies shall deliver the back-up to the Customer within 30 days of its receipt of such a written request.

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

(e) Both Parties will have the right to audit and confirm that the obligations of both Parties under this clause 13.3 have been completed.

14. Force majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, strikes, lock-outs or other industrial disputes (whether involving the workforce of Service PROVIDER or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 3 months, the party not affected may terminate this Agreement by giving 30 days' written notice to the other party.

15. Waiver

15.1 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

15.2 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

16. Rights and remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Severance

17.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

18. Entire Agreement

18.1 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

18.2 Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement based on any statement in this Agreement.

18.3 Nothing in this clause shall limit or exclude any liability for fraud.

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19. Assignment

19.1 The Customer, without the prior written consent of Service PROVIDER, may subscribe or enter agreement or relation for such services as defined this agreement with third party or parties for any market in any other manner with all or any of its rights or obligations under this agreement.

19.2 Service PROVIDER may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement with a prior notice and consent of the customer.

20. No partnership or agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

21. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

22. Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

23. Notices

23.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this agreement.

23.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

24. Governing law

This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of mutually agreed neutral venue.

25. Jurisdiction

The parties irrevocably agree that the courts of neutral and mutually agreed place have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Signed by [NAME] for and on behalf of [SELECTED Bidder]

....................................... Title:

Signed by [NAME] for and on behalf of Pakistan International Airlines

....................................... Title:

31


Schedule 1 – Fees

1. IMPLEMENTATION SERVICES FEES

The Customer shall pay the fixed one-time Implementation Services Fee of ---------------------- as follows:

2. TRANSACTION CHARGES

3. CHANGE REQUESTS The customer may request the Service Provider for the optional or additional services on mutually agreed rates and terms.



Year


Remarks



2.0 to 1.5 Million

1.5 Million

4. OTHER CHARGES

5. PAYMENT SCHEDULE

[The customer and the Service PROVIDER will agree on the payment schedule and method for the payments after the completion of the bidding process.]

32


Schedule 2 - Implementation Services

1. TIMETABLE

As agreed in this contract.

2. PLANNING

Service PROVIDER shall prepare the Project Plan in co-operation with the Customer during this stage of the Implementation Services.

3. DESIGN

Service PROVIDER shall develop a configuration of hosting servers designed to provide access to the Software. The design shall include redundancy across application servers, database servers, and switches in order to allow for continued service in the event of certain component malfunctions.

4. IMPLEMENTATION

Service PROVIDER and the Customer shall co-operate in implementing the Services in accordance with the implementation provisions of the Project Plan.

5. TRAINING

Service PROVIDER and its subsidiary travel agencies shall provide training to such number of the Authorised Users as are specified in, and are otherwise in accordance with, the Project Plan at the cost of Service Provider including boarding lodging.

6. ROLLOUT

Service PROVIDER and its subsidiary travel agencies and the Customer shall co-operate in rolling out the Services to the Customer's Authorised Users in accordance with the roll-out provisions of the Project Plan.

7. IMPLEMENTATION TESTS

Both parties will prepare the details of its intended criteria to test that the Implementation Services have been performed in such a manner as to ensure that the Services and the Software comply with the Platform (Implementation Criteria) and integrations with existing systems on or before the applicable date set out in the Project Plan.

Service PROVIDER shall, within the time period provided in the Project Plan, either approve or reject the applicable Implementation Criteria by giving written notice to the Customer. Service PROVIDER shall only be entitled to reject any of the Implementation Criteria on the basis that, and by detailing the manner in which, the specific Implementation Criteria require Service PROVIDER ‟s Software and/or Hosting Services to function and perform in a manner which is outside the scope of the Product Specification.

If Service PROVIDER rejects any of the Implementation Criteria above, the Customer may submit a revised version of the applicable Implementation Criteria to Service PROVIDER .

Once Service PROVIDER has satisfied itself that it has completed the Implementation Services, it shall allow the Customer to conduct the tests in accordance with the Implementation Criteria (Implementation Tests). Service PROVIDER shall ensure that the Software and Hosting Services are ready for the commencement of the Implementation Tests by the applicable date set out in the Project Plan.

The Customer shall complete the Implementation Tests within the period set out in the Project Plan for the conduct of the Implementation Tests. Service PROVIDER and its subsidiary travel agencies shall provide all such assistance as may be required by the Customer in the conduct of such Implementation Testing and Service PROVIDER and its subsidiary travel agencies may be present at such Implementation Tests.

33


If, in the opinion of the Customer, the Software and/or Hosting Services meet all of the Implementation Criteria, the Customer shall provide an Acceptance Certificate to Service PROVIDER .

If the Software and/or Hosting Services fails to meet the Implementation Criteria for reasons that are attributable (in whole in part) to Service PROVIDER , Service PROVIDER will modify the Software and/or the Hosting Services and the Customer shall re-run the Implementation Tests.

Schedule 3 - Platform or Network Specification

8. GLOBAL DISTRIBUTION SYSTEM – NETWORK SPECIFICATIONS

The Service Provider will be responsible to provide hosting, maintenance of the platform at its own expense and will ensure 99.95% uptime in order to ensure maximum coverage and selling base for the Customer.

Schedule 4 - Service Level Arrangements

9. SERVICE AVAILABILITY

Service PROVIDER shall provide at least a 99.8% uptime service availability level (Uptime Service Level) and in case of below the target uptime level of 99.8%, following penalties defined in the clause 3 of this schedule 6 will be applied with exception of (planned interruptions, Denial of Services Attacks (DoS) and reasons outside the control of Service PROVIDER ).., as the Customer is responsible for its own internet access. Availability does not include Maintenance Events as described in paragraph Error! Reference source not found. of Error! Reference source not found., Customer-caused or third party-caused outages or disruptions (except to the extent that such outages or disruptions are caused by those duly authorised third parties sub-contracted by Service PROVIDER to perform the Services), or outages or disruptions attributable in whole or in part to force majeure events within the meaning of clause 14.

10. AVAILABILITY MEASUREMENT The proportion of time that the service was actually available for use by the Customer expressed as a percentage. The monthly Service Availability is calculated as follows: Availability % = [(Max Service Time – Unplanned Downtime) / Max Service Time] * 100 Where:

Max Service Time means the aggregate number of hours in any month during which

that application is actually available for

Unplanned Downtime shall mean the aggregate number of hours in any month during

which that application is unavailable, excluding any planned or scheduled downtime

The Service up time and downtime are based on the calendar month and agreed availability for the application (including hours supported). The “Unplanned Downtime” is calculated based on Top (Critical) incidents logged by the Customer during the month within the agreed Service Hours for that Application. Similarly, agreed Service Time will vary for each calendar month based on days and Application service terms. The availability commitment excludes outages taken for scheduled maintenance.

11. PENALTIES

12. In the event that a Severity 1 Problems are not resolved in excess of their respective Service Level Work Around Solution times– 2.5percent (2.5%) of the following month‟s Application Service Fees calculated as per the Schedule 1;

13. In the event that a Severity 2 Problems are not resolved in excess of their respective Service Level Work Around Solution times – 5 percent (5%) of the following month‟s Application Service Fees calculated as per the Schedule 1;

34


14. In the event that a Severity 3 Problems are not resolved in excess of their respective Service Level Work Around Solution times – 7.5 percent (7.5%) of the following month‟s Application Service Fees calculated as per as per the Schedule 1.

If Service PROVIDER fails for three (3) consecutive months or five (5) months in any consecutive twelve-month period to meet the Severity 1 and Severity 2 Service Levels, or in the event that there are three (3) separate Severity 1 Problems of continuous duration that are each in excess of twelve (12) hours in any one year period, within thirty (30) days of such an event the Customer may either: (a) reduce payment of the Application Service Fees in an amount of ten percent (10%) of total monthly Application Service Fees calculated as per the Schedule 1 of this Agreement.

Penalties will be defined mutually by the Customer and the Service Provider for the misuse or misconduct by the Travel Agents or Subsidiaries of the Service Provider.

1


Expression of Interest (EOI)

Global Distribution Systems (GDS) Partnership

Pakistan International Airlines, the National Flag Carrier, invites an Expression of Interest EOI from national and international companies to form industry alliances and partnerships with PIA's loyalty

program for Global Distribution Systems (GDS) Partnership.

Expression of Interest documents is available for the interested bidders at www.piac.com.pk. Prospective firms/companies are required to submit Tender Fee of Rs. 3000 (non-refundable) in shape of a Pay Order (in the name of PIACL) along with the expression. (For Local Bidders Only). The expression of interest, prepared in accordance with the instructions in the EOI documents, must reach at General Manager Procurement, Supply Chain Management, PIA Head Office, Karachi on or before 20-05-2019 till 0930 Hrs (PST). The expression will be opened the same day at 10:00 Hrs (PST). This advertisement is also available on PPRA website at www.ppra.org.pk.

Muhammad Usman Akhtar General Manager Procurement

Supply Chain Management, PIA Head Office, Karachi

Phone: +92 21 9904 4423, 9904 4101, 9904 3081 Email address: [email protected]

[email protected] [email protected]


http://www.ppra.org.pk/




2


Invitation to

Bid

( ITB )

Global Distribution Systems

(GDS) Partnership

Pakistan International Airlines Corporation

Limited PIACL)

3


ITB for Selection Global Distribution System Partner

Introduction ........................................................................................................ 4

Airline Primary Information ................................................................................... 4

Facts and Figures ............................................................................................... 4

Business Model .................................................................................................. 5

E-commerce current situation ................................................................................ 5

Code Share Partners ............................................................................................ 6

Objectives .......................................................................................................... 6

Scope of Work ...................................................................................................... 7

Feature Requirements Matrix ................................................................................. 7

Integration of Systems already available with PIACL ...................................................... 7

Training .......................................................................................................... 7

Responding to this ITB ............................................................................................ 7

Service PROVIDERES ‟s responsibility ........................................................................ 8

PIACL‟s obligations to the Bidders ............................................................................ 8

Elements of Bidders Response ................................................................................ 8

Bidder Company background ............................................................................... 8

Platform Overview ........................................................................................... 8

Functionality ................................................................................................. 8

Time-line ...................................................................................................... 9

Staffing Needs ................................................................................................ 9

Additional hardware, solution, software ................................................................. 9

Training & Documentation ................................................................................. 9

Initial system loading ....................................................................................... 9

Testing Plan .................................................................................................. 9

Implementation .............................................................................................. 9

Reports ........................................................................................................ 9

Hardware, software and network connectivity requirements ....................................... 10

System integration ........................................................................................ 10

Business Continuity and Disaster Recovery ............................................................ 10

Pricing Proposal ............................................................................................ 10

Schedule of Events .............................................................................................. 11

Selection Criteria ................................................................................................ 11

Mandatory Requirements .................................................................................... 11

Evaluation of Bid Selection Criteria ........................................................................ 12

Technical Proposal‟s Evaluation ............................................................................ 12

Financial Proposal‟s Evaluation ............................................................................. 12

Format for Technical Bid .................................................................................... 13

Technical Bid Format ..................................................................................... 14

Financial Bid Format ......................................................................................... 16

Pricing for proposed GDS Platform – Usage Fees ......................................................... 16

NTEGRITY PACT .................................................................................................. 17

PIACL Profile

4


Introduction

Pakistan International Airlines Company Limited (PIACL) is the flag carrier of Pakistan and is in

the business of air transportation of passengers and cargo and related activities. PIACL's primary

focus is to serve the Pakistani community at large and travelers across the globe in general. The

airline has its offices and stations located across the world.

PIACL has recently migrated to new Passenger Service System (PSS) from HITIT Computer

Services, and as part of strategizing its position in the global markets, and to opt for the latest

technological platforms, PIACL is now looking to further enhance its reach through participation

in the majorGlobal Distribution Systems (GDS)in addition to its existing GDS partners. The

objectives are to acquire managed services with high capabilities of multi-channel dynamic sales

and distributions for increase in selling base and enhancement of revenues. Interested parties

should be established GlobalDistributionSystem having large presence around the globe and be

able to integrate with our PSSfor timetable (schedule, Capacity, Inventory, availability & Price

and has the ability to build network auxiliaries including Hotel, Visa, Car Rental, and Insurance

etc.

Airline Primary Information

Airline Name: Pakistan International Airlines Corporation Limited

IATA Airline Code: PK

IATA Accounting Code: 0000000044

Headquarters City: Karachi, Pakistan

Years in operation: Since 1956

Ownership structure:

Majority owned by the Government of Pakistan (91.7 %), while public/other shares 4.4 % and PIACL Employees Empower Trust shares 3.9 %.

Website address: www.piac.com.pk

Facts and Figures

Aircraft Fleet 5 / ATR 42-500 5 / ATR 72-500 1 / Airbus A330-300 3 / Airbus A310-300 11 /Airbus A320-200 6 / Boeing 777-200ER 2 / Boeing 777-200LR

3 / Boeing 777-300ER

Daily Flights (scheduled)

125 (Average)




5


Destinations Served

23 Domestic Stations – Bahawalpur,Chitral, Dalbandin, Dera Ghazi Khan, Dera Ismail Khan, Faisalabad, Gilgit, Gwadar, , Islamabad,Karachi, Lahore, Moenjodaro, Multan, Nawabshah, Panjgur, Peshawar, Quetta, Rahim Yar Khan, Sialkot, Skardu, Sukkur, Turbat and Zhob. 29 International Stations - Beijing, Kabul, Kuala Lumpur, Tokyo, Birmingham, Copenhagen, London, Manchester, Milan, Oslo, Paris, Abu Dhabi, Bahrain, Dammam, Doha, Dubai, Jeddah, Kuwait, Madinah, Muscat, Riyadh, Sharjah, Barcelona, Salalah, and Toronto.

PK Markets Pakistan, Regional, Saudia Arabia, Gulf, UK &Europe, and US & Canada.

Actual Passengers Boarded Segments (PBS)

2018 ---- 2017 5.341 Million 2016 5.781 Million 2015 5.638 Million 2014 4.202 Million 2013 4.449 Million 2012 5.236 Million 2011 5.953 Million 2010 5.538 Million

Projected Passengers Boarded Segments (PBS)

2019 6.00 Millions

2020 6.60 Millions

2021 7.26 Millions

2022 7.99 Millions

2023 8.78 Millions

Business Model

Model Number

Direct Call Center 1

Direct Website 1

CTO/ATO (Active only) 75

Global Distribution Systems (GDS) 4

Direct Internet Booking Engine (IBE) 1

Direct General Sales Agents (GSA) including Cargo 18

E-commerce current situation

IBE Features Description

IBE Languages EN

Search Schedule/Price/Flexible search (calendar fares)

Payment International Payments (VISA / MasterCard), WorldPay Merchant Services

Services Seat / Meals Selection, Auto Exchange and Refund, Multicity Selection, Interline Selling, online Check-In

6


Frequent flyer Program Registration, Flight History, Miles Balance, Status

Promotional offers Discounts

Code Share Partners

Airline

Etihad Airways - EY

Thai Airways - TH

China Southern Airline- CN

Turkish Airline- TK Global Distribution System Partnership

Objectives

PIACL aims to modernize and enhance its sales and distribution through partnership of multiple

Global Distribution System (GDS)platformswith enhanced, modern and agile functionalities. The

selectedGDSplatforms must provide competitive advantage to PIACL, not only in the short-term

by rapidly delivering cost savings and revenue gains, but also in the long-term by improving our

market agility, reach and adapting quickly to our business model. Moreover, it allows Travel

agencies to compare information on timetable (schedule, capacity, Inventory, Availability,

price, and book tickets on a large a varied no of travel service providers worldwide. PIACL‟s

objectives for the new GDSplatformand Provider‟s capabilities are:

• To opt for a next-generation global sales and distribution platformsbuilt on the latest

Services Oriented Architecture (SOA) and agile technologies, aligned with the needs of

the modern era of smart devices.

• Selecting GDS partners that has the capacity and is capable to provide managed services

for Global Distribution System (GDS) platform.

• Selecting partners, highly conversant with IATA, ICAO, A4A, ISO, EDIFACT, AIRIMP, SSIM

and other Airline related standards.

• Align PIACL‟s sales & distribution to the industry‟slatest standards and IATA initiatives

like New Distribution Capability (NDC), One Order, One Identity & Fast Travel etc.

• Capable of delivering the next generation of IT distribution solutions and aligned with

latest trends in the airline industry including Ticketing and Electronic Miscellaneous

Documents (EMD) (both standalone and associated).

• Should allow airline to be more creative, and precise, in creating personalized packages,

target segmentations and deliver offers and services through multiple channels.

• Should allow to package/ bundle and ancillary services like Extra Baggage, Leg space,

selected seats, etc. and auxiliary services like car rentals, hotel booking, insurances, Visa

services etc. in addition to airline tickets.

• Support a variety of forms of payment or modes and protect customers‟ privacy concerns

and increase revenue from new/ repeat customers.

• Deep customer intimacy and social network integration

• Integrated near real-time business intelligence and the potential for „Big Data‟

integration and exploitation, Operational Data Store, Analytics and Insights and

Predictive Analytics.

• APIs (web-services) to support in-house developments, integration and/or third party

solutions such as metasearch or direct agency connections, tour operator or corporate

distribution or partnership.

7


Scope of Work

PIACL is seeking multiple GDS Platform as a Service model, where the PROVIDER takes on

responsibility for developing, maintaining and delivering the services as defined in this document

to inside and outside users for the PIACL organization. PIACL users include, but are not limited to

passengers booking agents, reservations, travel agents (accredited and non-accredited), General

Sales Agents (GSAs), Virtual Sales Agents and Pakistan Sales Agents (PSAs), tour operators and

corporate customers, contractors, code shares, interlines, and airline partners etc.

However, PIACL reserve the right to revisit the scope following analysis of the responses to the

ITBand include or exclude components.

Feature RequirementsMatrix

This Bid is issued to invite reputed and experienced suppliers to provideGlobal Distribution System

(GDS). The system must be able to deliver these Feature Requirements either currently or prior to

an agreed upon future date, as detailed in the Feature Requirements Matrix at the appendix to

this ITB. A soft copy of Technical Bid along with functional requirement matrix is also needed to be

submitted in CD format with Proposal.

Integration of Systems already available with PIACL

The providers will have to integrate with the PIACL‟s Passenger Services System, via industry

standard messages such as EDIFACT or APIs, etc. Revenue Accounting Systemsand others as

implemented/ acquired by PIACL including the current and to also any future additional related

system.

In addition to the, coverage of the scope of this document, PIACL values reliability and availability

for the, and also the timing of migration and implementation. PIACL wishes to deploy the system to

the best of its abilities and to this end is looking for a Bidder that can both demonstrate and

deploy best practice use of their system to PIACL‟s benefit.

PROVIDERS will be expected to present best practice use of their system/ Services and to deploy

these with PIACL. The focus must be to get the best from the PROVIDER system and to limit

customization and development work outside the necessary interfaces with other systems

necessary for migration.

PIACL wish to deploy the PROVIDER services with a minimum, or no customization and adaption.

The final implementation plan will be mutually agreed between the selected Bidder and PIACL.

This document and the PROVIDER response to thisITBwill form an integral part of the contract

between PIACL and the selected PROVIDERES.

Training

The PROVIDERES will ensure the necessary training to PAKISTAN INTERNATIONAL AIRLINES for

implementation, administration, configuration, operations and technologies used in the context of

the proposed solution.

The PROVIDERES must detail in its offer the training programs, contents, the durations and the

certification of the trainers.

Responding to this ITB

The tenderingprocess that PIACL will follow is described in this section. The selection of a

Bidder will be determined based on the information provided in response to the requirements

set forth in this document. The proposal should also include a functional description of the

proposed GDScomponents which clearly matches with the functionality and technical

requirements you find in this ITB.

Criteria will be weighted and consideration made on the Total Cost of Ownership (TCO)

including the system functionality, other fee (as specified in the fee structure), technical

service, resources of each Bidder and cost. The selected vendor‟s ability to provide a product

8


and level of service that will help PIACL with a successful implementation is also part of the

selection process.

PIACL has developed a method to select the appropriate PROVIDERES through tendering process as

regulated by the Public Procurement Regulatory Authority (PPRA) of Govt. of Pakistan.

For the avoidance of doubt all costs associated with the development of the response,

demonstrations and presentations are at the PROVIDERES ‟s expense alone.PIACL will bear all of its

own costs associated with this process.

Service PROVIDERES ‟s responsibility

All information provided pursuant to this ITBshall be treated in strictest confidence by the bidder.

The submission of a proposal represents that the Bidder has read and understood the tender

documents.

The Bidder shall undertake the preparation of their tender submission at their own expense

including travel to PIA‟s defined location during the tender process if needed.

Upon receiving responses to this ITB, PIACL may ask vendors to perform in-person demonstrations.

The Bidder will be expected to demonstrate that the main elements of the proposed

GDSadequately meet the functional and technical requirements outlined in the ITB.

PIACL‟s obligations to the Bidders

PIACL will assist the bidders whenever and wherever possible in determining local conditions and

clarification of the tender documents. Any clarification questions and answers will be circulated

to all vendors.

PIACL reserves the right to accept or reject any proposal either in part or whole without incurring

any liability or inferring any obligation to the Bidder concerned.

Elements of Bidders Response

Bidder Company background

The following Bidder information is to be provided:

• Name of company

• Head office address

• Primary contact details

• Corporate Profile - include information about your overall business and

GDSproducts.

• Existing agent network, OTA Meta, and market share details

• Related Past Experience

• Company Financials - evidence of financial stability for the last 3+ years

• At least one (1) customer references indicating the services provided as related to

the services requested in this ITB

• Involvement of third parties - any sub-contractors or assigned vendor(s) shall be

named within the proposal.

Platform Overview Provide a high-level description of all components of systems and for each and/or any

other system you wish to include in your proposal. Attach additional documentation

as Appendices if needed.

Functionality

Please provide responses to each of the items laid out in Feature Requirements

Matrix using the Excel spreadsheet format provided with the ITB(the Feature

Requirements Matrix).

Vendors shall indicate whether their proposed solution complies or does not comply

with the requirements and submit relevant information in sufficient detail to enable

a good assessment of the product and services offered.

9


Time-line The proposal should include a time line and high level milestones for the

implementation, using the date of 2ndJune2019as the starting point.

Staffing Needs The proposal should specify the PROVIDERES ‟s team including the required

competencies and knowledge and the capacity for managingproject and should also

be capable to provide additional Technical or Functional skilled resources as per

agreed man day rates during the contract period.

Additional hardware, solution, software

The proposal should be able to cater to additional hardware, solution, software

requirements form the PROVIDERES or a third party as and when needed during the

contract period. The terms and condition will be mutually agreed upon at

execution.

Training & Documentation The proposal should describe the time needed for training and the type of training

(e.g. classroom training, on-line training, hands-on training or "train the trainer"

approach). The proposal should also contain a recommended practice for training of

new staff and refresher training after cutover.

Describe what documentation is provided before and after the training.

Initial system loading The proposal should outline the steps for preparing and loading the database: schedules,

inventory, fares, etc. The PROVIDERES must list, for each module, hardware, software

and network detailed recommendations to ensure optimal performances.

The bidder must provide technical support for expected services, containing:

• Contacts (phone numbers, email addresses…) for technical support and incidents

management,

• Onsite/remote interventions when needed,

• 24/7 availability

• English Language

Testing Plan The PROVIDERES shall perform all operational tests of the GDS implementation. Testing

should particularly focus on the following aspects (not limited to):

• The full functioning of the systems, as per Feature Requirement Matrix.

• The integration of the solution to the existing network,

• Security of the overall system, connectivity and data.

• PIACL and the PROVIDERES will jointly perform validation testing/ UAT (User

Acceptance Test).

Implementation

Information required in this section includes a description of your proposed

implementation milestones and timelines, activities, Bidder and PIACL people

involved in the project, etc., as well as an outline of the training courses provided.

A train-the-trainer approach is preferred.

Reports The bidder must submit reports at each step of the project describing the following points:

• The intervening plan of both parties, PAKISTAN INTERNATIONAL AIRLINES and

Bidder, specifying profiles, roles and tasks involved in this mission,

10


• The requirements in terms of resources and information that will set up PAKISTAN

INTERNATIONAL AIRLINES to the project‟s success.

Hardware, software and network connectivity requirements

For each system, list hardware, software and network connectivity that PIACL will

need to install for implementation of your proposed GDS Platform. Specify required

software on either servers or workstations.

System integration

Please describe the type of interface / link that Bidder will provide in order for

PIACL‟s systems to interact with your proposed GDS Platform and specify if these

are included as standard or an additional cost item.

Business Continuity and Disaster Recovery

Briefly describe your Business Continuity and Disaster Recovery program and specify

if these measures are included as standard or an additional cost item. Provide a

technical overview of the hardware and software implemented at the main data

center and back-up data center and where the modules proposed to PIACL will be

hosted.

Pricing Proposal

Provide responses in the financial bid format.

The proposal should take into account all the costs for the system, i.e. specify initial

set-up fees, covering costs up to cutover as well as recurring charges covering

operating costs after cutover for a three (3) year contract term. A clear distinction

should be made between fixed pricing and pricing related to passenger booking/

segments volumes to be mentioned in the Financial Bid.

Prices must be quoted in US Dollars (USD).

11


Schedule of Events

Event Date/ Duration Details

Sign and submit Non- Disclosure Agreement

At the time of provision of ITB.

PROVIDERES to submit signed NDA physically or email the scanned image. GM Contracts Management Address: Procurement and Logistics Department, PIACL Head Office, Karachi. Ph: 021 9904 4423, 99044101, 99043081 Email: [email protected], [email protected] [email protected]

PROVIDERES to nominate representative(s) for attending the Pre-Bid Meetings and further Communication.

At least a day before Pre-Bid Meeting.

PROVIDERES to email its designated representatives‟ contact information to: [email protected]

Pre-Bid Meetings PIACL may, at its sole discretion wish to rely on the PROVIDERES S responses to ITB.

18-19Apr 2019

Submission and Opening of ITBResponse

13th May2019 Hard Copy and CD / USB

Evaluation of the Technical Bids

24th May2019

Opening of Financial Bid 30th May2018

Issuance of LOI/ Contract Award/ Signing of Contract

Uploaded on the PIACL/ PPRA Website.

Selection Criteria

Mandatory Requirements

Sr. No

Criteria Eligibility (YES/ NO)

Evidence Reference

1 Firm must be an established international GDS network with at least last 5 years in service and operations.

2 Compliance to all mandatory requirements as mentioned in the annexed Functional Requirement Matrix.

3 Firm must have IATA New Distribution Capability (NDC) Certification.

4 Firm must have advanced technology solution to enable online bookings via Provider‟s powered OTAs and METAs.

5 Firmmust have "Electronic Ticketing System PROVIDERES Agreement" (IATA Resolution No. 854) for all PK Markets.

6 Firm must support of PNR Synchronization from PK Host to GDS and GDS to PK Host

12


7

Firm must be ISO 27001 certified and have trusted and established security policies in place to assure against data loss and theft, and strategies in place to deal with business continuity and data recovery.

8 Firm must have at least one office location in Pakistan.

9 Firm must have sturdy technical infrastructure and has a defined approach for continuous periodic upgrades.

10 Firm must be Payment Card Industry (PCI)/ DSSand EU‟s GDPR compliant

11 Firm must have comprehensive interlining capabilities with other airlines.

12

Goods and Services can only be supplied / sources / routed from

origin” in “eligible” in member countries.

“Eligible” is defined as any country or region that is

allowed to do business in Pakistan by the law of

Government of Pakistan.

Centre “Origin” shall be considered to be the place

where the services are provided.

• Verifiable proof for all the above shall be mandatory. Non-submission may cause

disqualification of the bidder for any further process. All bidders must fill the checklist

format compliance of the eligibility criteria above.

• PIACL reserves the right to review, modify or adapt these criteria at its sole discretion.

Evaluation of Bid Selection Criteria

Total Marks are 200 (Final Total Marks = Technical + Financial). Selection will be made on the

combine weightage of Technical and Financial Proposals. Weightage factor is as under:

Technical Proposal: 60% (Acquired Marks * 0.60)

Financial Proposal: 40% (Acquired Marks * 0.40)

Technical Proposal‟s Evaluation

Technical Evaluation will be based on Mandatory Requirements and Technical Requirements.

Bidder must comply with all of the Mandatory Requirement. Failure to comply with any of the

Mandatory Requirements item in the Functional Requirement Matrix will automatically disqualify

the bid.

Technical Requirements are based on scoring system and has total marks are 100. Bidder must

acquire 70% of the total marks of the Technical Proposal to qualify for the opening of

Financial Proposal. Less than 70% of the score will result in bid’s disqualification.

Financial Proposal‟s Evaluation

Financial Proposal‟s marks are 100,and the Financial Proposal should give all relevant price

information and should not contradict the Technical proposal in any manner. All prices should be

quoted in USD only. Prices should be valid for 180 days from the date of submission.All increases

in price will be to vendor‟s account.

Audited reports of last three years will be submitted with Technical Proposal, however, their

marks will be counted during Financial Evaluation of the bids.

13


S. No. Criteria Marks

1 Bidder will require to submit last three years audited reports (Yes = 10, No = 0) (Duly verified financial statements or Audited accounts required)

10

2 Financial Strength (Last three (3) year‟s Average Gross Revenue)

If equal or greater than USD 500 Million then 20 marks, if equal or greater than USD 300 but below USD 500 million then 15 marks,

if equal or greater than USD 100 but below USD 300 million then 10 marks,

if less than USD 100.00 million then 0 marks

Note: Revenue of a subsidiary or parent company engaged in same line of business also qualify.

20

3 Lowest Bid (for each Market – Home/ Rest of the World) (1st Lowest =70, 2nd Lowest = 40, 3rd Lowest= 20, Rest of Bids = 0.)

70

Total Marks 100

Format for Technical Bid

The technical bid is to be submitted as per the Functional Requirement matrix as per provided

appendixes, and a certificate is to be submitted confirming the willingness to integrate all the

existing relevant applications at PIACL.

All claims made by the Tenderer regarding the below mentioned Evaluation criteria must be

backed by verifiable proof of evidence. Tenderers may fill out the following form for self-

evaluation. The Authority competent to evaluate is the purchaser – PIACL.

14


Technical Bid Format

Requirements with description Max. Marks

1 Company Age

5 marks for equal or greater than 10 years, 3 marks for equal or greater than 5 years but less than 10 years, 0 marks for less than 5 years

(Certificate of Incorporation or Registration by concerned authorities)

5

2 IATA New Distribution Capability (NDC) Certification Level 3 or Above Certified = 5 marks Level 2 Certified = 3 marks Level 1 Certified = 0 marks

(Provide Copy of the IATA NDC Certificate, If not provided, Not Eligible )

5

3 Market Share in Percentage as per IATA Direct Data Solution (DDS-Year 2018)

Countries Market Share %

Marks

PAKISTAN 5

Asia Pacific (Excl. Pakistan)

5

Kingdom of Saudi Arabia (KSA)

5

EMEA (Excl. KSA &UK/Europe)

5

UK&EUROPE 5

US & CANADA 5

Highest Market Share among participants in each of above market= 5 Marks

2nd Highest Market Share among participants in each of above market= 3 Marks

3rd Highest & others among participants in each of above market= 0 Marks

(Attach copy of comparative state of all GDSs as per IATA DDS)

30

4 No of Airlines available on the GDS Network – potential for Interlines

1st Highest no of Airline participants in the network = 10 Marks

2nd Highest no of Airline participants in the network = 5 Marks

3rd Highest no of Airline participants in the network = 0 Marks

10

5 Number of Active Travel Agents on the Bidders Network Globally

Equal or greater than 150,000 Agents = 15 marks Equal or greater than 100,000 but less than 150,000Agents= 10 marks Equal or greater than 50,000 but less than 100,000 Agents= 5 marks Less than 50,000 Agents = 0 marks


10

15


6 Number of Active Travel Agents on the Bidders Network in Pakistan

Equal or greater than 2,000 Agents = 10 marks Equal or greater than 1000 but less than 2,000 = 5 marks Less than 1000 Agents = 0 marks


10

7 Number of affiliated OTAs or META Search Engines

Equal or Above 20 Agents = 10 marks Equal or greater than 10 but less than 20 = 5 marks Less than 10 Agents = 0 marks

(Provide the list of affiliated active OTAs & META Search Engines)

10

8 Presence of Local Representative/ office in Pakistan (Copy of Tenancy documents/ agreement to be provided)

5

9 Bidder to give Presentations and Platform Demonstrations based on the Feature Requirement Matrix, PIACL team may also visit to the Bidders offices, its client‟s offices. Marks will be given at the sole discretion of PIACL‟s evaluation team.

15

TOTAL Marks 100

16


Financial Bid Format

To assist PIACL‟s evaluation, vendors are requested to include their complete pricing in the

table format below. If additional space is needed, please either add rows or include

explanatory notes at the foot of each table. (Prices must be quoted in US Dollars - USD).

In addition, please clarify prices of all systems, implementation and integration services if

required. The pricing model must include the below mentioned activities, such as:

• Implementation, project management and cutover support

• Hosting, storage and Disaster Recovery

• Training, documentation and manuals

• Help desk ad Ongoing support

• Service Level Agreements (SLA)

Pricing for proposed GDS Platform – Usage Fees

Pricing Component / Activity

Price in USD Remarks

Implementation fee* One Time



Year


Remarks



1.0 to 1.5 Million

Greater than 1.5 Million

Any other Service Optional

Important Note:#

a. Home Markets are defined as Domestic to Domestic & Domestic to International

b. Rest of the World Segments are defined as International to Domestic & International to

International

c. For the purpose of financial evaluations only, and to calculate the Total Cost of Ownership,

upper limits for all thresholds will multiplied with the home and rest of markets rates,

however for last threshold 2 Million will be considered (where Greater than 1.5 is

mentioned).

d. PIACL reserves the right to select multiple GDS services providers, without any exclusivity.

e. Preferences will be given to the bidder providing Volume Credit on the any other Service

thresholds.

f. However, the Customer may opt additional optional services on agreed rates.

g. PIACL will not be responsible for any charges payable to any travel services provers like

OTAs, Search Engines or travel service partners etc. directly.

h. Bidders must explicitly mention all possible charges in the financial proposal and no

payments will be made on charges other than mentioned in the bid and agreed by PIACL

during the entire contract period.

i. It is explicitly explained that Bidder will not charge for the upgrades, version change, or

even feature or product change during the contract period.

17


NTEGRITY PACT

(To be submitted on Company’s Letterhead)

Declaration of Fees, Commissions and Brokerage Etc. Payable by the Suppliers, Vendors, Distributors,

Manufacturers, Contractor & Service PROVIDERES s of Goods, Services & Works___________________________________________ the Seller / Supplier / Contractor hereby declares its intention not to obtain the procurement of any Contract, right, interest, privilege or other obligation or benefit from Government of Pakistan or any administrative sub-division or agency thereof or any other entity owned or controlled by it (GOP) through any corrupt business practice.

Without limiting the generality of the forgoing the Seller / Supplier / Contractor represents and warrants that it has fully declared the brokerage, commission, fees etc., paid or payable to anyone and not given or agreed to give and shall not give or agree to give to anyone within or outside Pakistan either directly or indirectly through any natural or juridical person, including its affiliate, agent, associate, broker, consultant, director, promoter, shareholder sponsor or subsidiary, any commission, gratification, bribe, finder‟s fee or kickback whether described as consultation fee or otherwise, with the object of obtaining or including the procurement of a contract, right, interest, privilege or other obligation or benefit in whatsoever form from Government of Pakistan, except that which has been expressly declared pursuant hereto.

The Seller / Supplier / Contractor certifies that it has made and will make full disclosure of all agreements and arrangements with all persons in respect of or related to the transaction with Government of Pakistan and has not taken any action or will not take any action to circumvent the above declaration, representation or warranty.

The Seller / Supplier / Contractor accepts full responsibility and strict liability for making any false declaration, not making full disclosure, misrepresenting facts or taking any action likely to defeat the purpose of this declaration, representation and warranty. It agrees that any contract, right, interest, privilege or other obligation or benefit obtained or procured as aforesaid shall without prejudice to any other right and remedies available to Government of Pakistan under any law, contract or other instrument, be void-able at the option of Government of Pakistan.

Notwithstanding any rights and remedies exercised by Government of Pakistan in this regard, the Seller / Supplier / Contractor agrees to indemnify Government of Pakistan for any loss or damage incurred by it on account of its corrupt business practices and further pay compensation to Government of Pakistan in any amount equivalent to ten time the sum of any commission, gratification, brief, finder‟s fee or kickback given by the Seller / Supplier / Contractor as aforesaid for the purpose of obtaining or inducing the procurement of any contract, right, interest, privilege or other obligation or benefit in whatsoever from Government of Pakistan.

18


(To be submitted on Stamp Paper)

GM Contracts Management

P&L Department

Pakistan International Airlines, Karachi.

Subject: Undertaking to Execute the Contract

Dear Sir,

1. We/I, the undersigned bidder do hereby confirm, agree and undertake to do following in

the event our / my tender for supply/Services of

________________________________________________________________________

toPIACL is approved and accepted:

2. That we / I will into and execute the formal contract, a copy of which has been supplied

to us / me, receipt whereof is hereby acknowledge and which has been studied and

understood by me / us without any change, amendment, revision or addition thereto,

within a period of seven days when required by PIACL to do so.

3. That all expense in connection with the preparation and execution of the contract

including stamp duty will be borne by us / me.

4. That we / I shall deposit with PIACL the amount of security as specified in the contract

which shall continue to be held by PIACL until three months after expiry of the contract

period.

5. That in event of our / my failure to execute the formal contract within the period of

seven days specified by PIACL the Earnest money held by PIACL, shall be fortified and we

/ I shall not question the same.

Bidder‟s Signature_________________________ Name in full _______________________________

Designation ________________________________

Address ________________________________

________________________________

Phone / Fax # _______________________________

CNIC _______________________________

Seal _______________________________

Date _______________________________

19


FEBRUARY 01, 2019

------------

Draft Agreement

GLOBAL DISTRIBUTION SYSTEM PARTICIPATION

between

[SELECTED BIDDER]

and

PAKISTAN INTERNATIONAL AIRLINES

20


CONTENTS

PARTIES

(1)

This agreement is made on this _____________day of _________between Pakistan International Airlines Corporation Limited (PIACL), a public limited company incorporated and governed by and under the Laws of Pakistan having its Head Office at PIA Head Office Building, Karachi Airport , Karachi (hereinafter referred to as Customerwhich expression shall where the context so admits include its successors and assigns ) of the one part

(2) and

(3) [name and registered address of service provider][Registration details] _______________________________________________(hereinafter called referred to as Service Provider which expression shall where the context so admits include its successors and assigns) of the other part.

The Customer and the Service Provider may individually be referred to as a “Party” and collectively be referred to, as “Parties”, respectively, as the context of this Agreement requires.

BACKGROUND

(A) Service PROVIDER has developed and provides managed services consisting of end-to-end software application platform and a network of agents for Global Distribution System (GDS) at its remote location for the purpose of processing all aspects of sales of reservation of airline inventory, auxiliaries and ancillaries.

(B) The Customer wishes to use Service PROVIDER ‟s Global Distribution System (GDS) and its network services in its business operations.

(C) The Customer has desired to have systems as defined in the following section, and in addition integration with the already installed systems in PIA will also be required.

(D) Integrations with already installed systems including Reservations Engine, Interline & Code Share Integration, Pricing & Fare Management, Exchange & Refund, E-Ticketing & EMD (Electronic Miscellaneous Documents), Communication Manager and Frequent Flyer

(E) Detailed requirements mentioned in but not limited to the Feature Requirements Matrix is appendix to and is part of this agreement.

(F) Service PROVIDER has agreed to provide and the Customer has agreed to take and pay for Service PROVIDER ‟s Global Distribution System (GDS) services subject to the terms and conditions of this Agreement.

AGREED TERMS

1. Interpretation

1.1 The definitions and rules of interpretation in this clause shall apply in this Agreement.

Abuse: means activity on the part of a Service Provider‟s subsidiary Travel Agency or Subscriber or other third party in relation to its use of the System which is malicious, or in material or persistent breach of contract (i.e. a contract with any of the parties or their respective group companies or affiliates), duplicative, fictitious or undertaken solely for the purpose of achieving productivity-based booking objectives;

21


Abusive Bookings: means bookings made by a Service Subsidiary Providers Travel Agency International Subscriber or third party which is the product of Abuse; Agencies: All the agencies, their employees, agents, sub-agents or partners, corporates as authorized by the Customer on the platform.

Authorised Users: All agencies (it‟s those employees and sub agents), partners, corporates, virtual agents and independent contractors of the Customer who are entitled to use the platform through the Hosting Services under this Agreement, as further described in clause Error! Reference source not found..

Booking Volume Credits: Total booking volume credit is calculated by multiplying the applicable credit rate with difference of the yearly volume in each point of sale on completion for each contract year. The volume credit rates are defined in the Schedule 1.

Business Day:means with respect to obligations to be performed by Service PROVIDER, any day, other than a Saturday, Sunday, statutory or civic federal holiday in Pakistan.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5.

Contract Year:the period of twelve (12) months from and including the Go-Live Date and each period of twelve (12) months thereafter;

Customer Account Team: the individuals appointed by the Customer from time to time who shall serve as Service PROVIDER‟s primary contacts for Service PROVIDER‟s activities under this Agreement.

Customer Data: the data input into the information fields of the Software by the Customer, by Authorised Users, or by Service PROVIDER on the Customer's behalf.

Customer's Project Manager: the member of the Customer Account Team appointed in accordance with clause 7(c).

Dollar or $ or USD: the lawful currency of the United States of America;

Effective Date: the date of signature of this Agreement.

Fees: The fees payable to Service PROVIDER as described in Schedule 1. Fee is applicable on the net segments booked and any other applicable fee per the Schedule 1.

Go-Live Date: the date that the Customer commences live usage of the Platform and/or the Hosting Services.

Implementation Services: the implementation and related work referred to in clause 2, to be performed by Service PROVIDER to configure the Software so that the Software conforms to the Product Specification.

Maintenance and Support: any Fault corrections, updates and upgrades that Service PROVIDER may provide or perform with respect to the Software and Platform Services, as well as any other support or training services provided to the Customer under this Agreement.

Managed Services: The Service PROVIDER will be responsible for including but not limited to developing, providing the software platform services, new agent activation, training, monitoring agents, hosting, maintenance, completing integrations with the third parties, ensuring uptime, smooth operations, help desk and also the service level agreements SLAs.

New Distribution Capability (NDC): NDC is a travel industry-supported program launched by IATA for the development and market adoption of a new, XML-based data transmission standard. NDC is about giving travel agents the same capability as airline websites.

Net Booking Fees: - Net Booking fee includes Active, Passive or Group Booking and Does Not include any other Charges like cancellations & ticketing. Normal Business Hours:means Service PROVIDER[local] office working hours from Monday to Friday9:00 am to 5:00 pm PST time, except gazette holidays in Pakistan.

Travel Agency: Subsidiary of Service PROVIDER that holds the necessary tour operator and travel agency licenses to act as the Merchant of Record (MoR) and provide the necessary travel and fulfilment services for auxiliaries (non-flight travel products such as hotel, car rental, transfer, tours, travel insurance and flight hotel bundles).

Person Day: eight hours per person per day or in the case of travel time twelve hours per person per day.

22


Project Plan: the plan to be developed in the planning stage of the Implementation Services as per Schedule 2.

Service Level Arrangements: the service level arrangements set out in Schedule 6.

Services: Tour Operator & Travel Agency Licenses (MoR), Agent Selection & Management, Content Management, Campaign Management, Competition Management, Agency Network Management, Analytics & Customer Behaviour Management, Quality Control Management, Multi-Lingual Contact Centre, Fulfilment Services (Cancel, Reissue, etc.), Reporting (Airline, Suppliers), Invoicing, Collection, Payment and Taxation services necessary to sell, manage and operate auxiliaries (non-flight travel products such as hotel, car rental, transfer, tours, travel insurance and flight, hotel bundles).

Software:Service PROVIDER ‟s Sales and Distribution System known as [Service PROVIDER ‟s Product Suit Name] Global Distribution System (GDS), including any error corrections, updates, upgrades, modifications and enhancements to it provided to the Customer under this Agreement.

Net Booking Segment: means a Passenger Segment bookedfor one airport to the next airport. E.g. Karachi to Lahore is one segment, Karachi to Lahore to Islamabad is two segments. Platform: Travel booking management systemand all its sub-components, modules and its integrations etc. that provides users with a platform for planning, booking, reservation and managing travel plans and related services. Customers, its employees, agencies, corporates and partners will use this platform with features as defined in the Feature Requirement Matrix.

Term: means the Initial Term as may be varied by (a) any extensions to this Agreement which are agreed pursuant to clause 13; or (b) the earlier termination of this Agreement in accordance with clause 13.

Third Party or Parties: any business, firm or company that is partnered with either the customer or the Services PROVIDER or its subsidiary travel agencies and has the product or service including but not limited to auxiliary services to be offered through this GDS platform.

Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person means an individual, business concern, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical personality or governmental authority, and pronouns which refer to a person shall have a similarly extended meaning.

1.4 A reference to a company shall include any company, corporation, holding, subsidiary, associated company or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to writing or written includes letters, faxes and e-mail.

1.8 References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.9 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

23


1.10 If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

2. Implementation Services

2.1 Service PROVIDER shall perform the Implementation Services in accordance with the timetable set out in Schedule 2. Service PROVIDER shall meet the performance dates set out in Schedule 2, any such dates shall be firm and final unless otherwise agreed between the 2 parties in writing. Time shall be the essence in this Agreement.

3. Hosting, Maintenance and Support

3.1 Service PROVIDER shall be responsible for Hosting, Maintenance and Support services related to the GDS platform and for managing the Service Level Arrangements.

3.2 The Service PROVIDER shall provide unlimited space for the hosting of customer‟s transactional data and the same will be replicated on the Customer‟s site also as needed.

4. Customer INPUT Data

o4.1 The Customer shall own all rights, title and interest in and to all of the Customer Input Data including but not limited to flight schedules, fares, interline agreements, capacity, inventory etc.

4.14.2 In the event of any loss or damage to Customer Data, Service PROVIDER will restore the lost or damaged Customer Data from the latest backup of such Customer Data maintained by Service PROVIDER in accordance with the Back-up and Recovery procedures.

4.24.3 If Service PROVIDER processes any personal data on the Customer‟s behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and Service PROVIDER shall be a data processor and will ensure confidentiality of the customer‟s data as per applicable laws:

5. Service PROVIDER’s obligations

5.1 Service PROVIDER undertakes that all the services will be performed substantially in accordance with this Agreement, the Product Platform and with industry standards and quality.

5.2 This Agreement shall not prevent Service PROVIDER and the Customer from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing materials, products or services which are similar/ complementary / supplementary to those provided under this Agreement.

6. In the event of any loss to customer attributable to nonconformance to this agreement by service Provider and/or, poor under and nonperformance of Service Provider, Service PROVIDER shall be liable to provide remedies for damages through its own resources within timelines. However, the Customer shall be entitled to claim and deduct the amount of loss/damages from the security deposit as agreed between the customer and the Service Provider at Schedule 9. The Service Provider shall have no claim in this behalf.

6.1 Service PROVIDER should be able to provide any solution, software, hardware or service where a requirement has been identified to be procured from the Service PROVIDER or any other party and the same may be charged to the Customer as per mutually agreed rates and terms.

7. Customer's obligations

The Customer shall:

(a) provide Service PROVIDER and its subsidiary travel agencies with:

(i) all necessary co-operation in relation to this Agreement; and

(ii) all necessary access co-operation for integration and negotiations with the

third parties for adding auxiliary services to the platform.

24


(iii) all necessary access to such information as may be required by Service PROVIDER and its subsidiary travel agencies;

in order to render the Services, including but not limited to Customer Data, security access information and software interfaces to the Customer's other business applications maintained by itself or its third party providers and the Customer Responsibilities set out in Schedule-7.

(b) provide such personnel assistance, including the Customer Account Team and other Customer personnel, as may be reasonably requested by Service PROVIDER from time to time.

(c) Nominate/designate the Customer's Project Manager, who shall have the authority to contractually bind the Customer on all matters relating to this Agreement. The Customer shall use reasonable endeavours to ensure continuity of the Customer's Project Manager during the term of this agreement;

(d) comply with all applicable laws and regulations with respect to its activities under this Agreement; and

(e) carry out all other Customer responsibilities set out in this Agreement or in any of the Schedules in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Service PROVIDER may adjust any timetable or delivery Schedule set out in this Agreement as reasonably necessary.

8. Charges and Payments

8.1 The Customer shall pay the amounts set out in 0 for one time Implementation Services, Net Segment Booking fee, and Optional Services Fees as agreed between the parties.

8.2 Service PROVIDER shall invoice the Customer monthly [as of the last day of each month] for the all the fees defined in clause 7.1 via the IATA Clearing House under its normal procedures.

9. Proprietary rights

9.1 The Customer acknowledges and agrees that Service PROVIDER and its subsidiary travel agencies and/or its licensors own all intellectual property rights in the Software and the Services. Except as expressly stated in this Agreement, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software, Services or any related documentation.

9.2 Service PROVIDER confirms that it has all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

10. Confidentiality

10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party; or

(b) was in the other party's lawful possession before the disclosure; or

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

10.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

25


10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

10.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

10.5 The Customer acknowledges that the platform or Software, the results of any performance tests of the Software and the Services constitute Service PROVIDER ‟s Confidential Information.

10.6 Service PROVIDER and its subsidiary travel agencies acknowledge that the Customer Data is the Confidential Information of the Customer.

10.7 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonablywithheldor delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.8 This clause 10 shall survive termination of this Agreement, however arising.

11. Indemnity

11.1 The Customer shall defend, indemnify and hold harmless Service PROVIDER and its subsidiary travel agencies against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's negligence solely attributable to the Customerin using the Platform or Software or Services, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) Service PROVIDER and its subsidiary travel agencies provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

(c) the Customer is given sole authority to defend or settle the claim.

11.2 Service PROVIDER and its subsidiary travel agencies and partners shall defend the Customer, its officers, directors and employees against any claim that the Software infringes any patent effective as of the Effective Date, copyright, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) Service PROVIDER is given prompt notice of any such claim;

(b) the Customer provides reasonable co-operation to Service PROVIDER and its subsidiary travel agencies in the defence and settlement of such claim, at Service PROVIDER ’s expense; and

(c) Service PROVIDER and its subsidiary travel agencies is given sole authority to defend or settle the claim.

(d) In the defence or settlement of the claim, Service PROVIDER may obtain for the Customer the right to continue using the System, replace or modify the System or platform so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement without liability to the Customer.

12. Limitation of liability

12.1 This clause 12 sets out the entire financial liability of Service PROVIDER and its subsidiary travel agencies and its partners (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

12.2 arising under or in connection with this Agreement;

12.3 in respect of any use made by the Customer of the Services, the GDS Platform or any part of them; and

26


12.4 in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

12.5 Except as expressly and specifically provided in this Agreement:

12.6 Nothing in this Agreement excludes the liability of Service PROVIDER and its subsidiary travel agencies:

(a) for death or personal injury caused by Service PROVIDER ’s negligence; or

(b) for fraud or fraudulent misrepresentation of Service PROVIDER

12.7 The Service Level Arrangements state the Customer's full and exclusive right and remedy, and Service PROVIDER ‟s and its subsidiary travel agencies only obligation and liability in respect of, the performance and/or availability of the Hosted Service, or their non-performance and non-availability.

12.8 The Penalties are defined in the Service Level Agreements Schedule 6.

13. Term and Termination

13.1 This Agreement shall commence on the Effective Date and shall continue for the period of three (3) years following the Go-Live Date, unless otherwise terminated as provided in this clause 13. After a full three (3) years, this Agreement may be renewed on mutually agreed terms, unless either party notifies the other, in writing, at least three (3) months before the end of the contract.

13.2 Either Party may terminate this agreement with a 6 months‟ notice prior to termination without providing any reason.

13.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(b) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(c) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

(d) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(e) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within [14] days;

(g) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause to clause 13.3(f) (inclusive); or

(h) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

13.4 On termination of this Agreement for any reason:

(a) all licences granted under this Agreement shall immediately terminate;

27


(b) each party shall return and make no further use of any platform, property, materials and other items (and all copies of them) belonging to the other party;

(c) Service PROVIDER and its subsidiary travel agencies may destroy or otherwise dispose of any of the Customer Data in its possession unless Service PROVIDER receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer point and time of termination Data back-up. Service PROVIDER and its subsidiary travel agencies shall deliver the back-up to the Customer within 30 days of its receipt of such a written request.

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

(e) Both Parties will have the right to audit and confirm that the obligations of both Parties under this clause 13.3 have been completed.

14. Force majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, strikes, lock-outs or other industrial disputes (whether involving the workforce of Service PROVIDER or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 3 months, the party not affected may terminate this Agreement by giving 30 days' written notice to the other party.

15. Waiver

15.1 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

15.2 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

16. Rights and remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Severance

17.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

18. Entire Agreement

18.1 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

18.2 Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement based on any statement in this Agreement.

18.3 Nothing in this clause shall limit or exclude any liability for fraud.

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19. Assignment

19.1 The Customer, without the prior written consent of Service PROVIDER, may subscribe or enter agreement or relation for such services as defined this agreement with third party or parties for any market in any other manner with all or any of its rights or obligations under this agreement.

19.2 Service PROVIDER may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement with a prior notice and consent of the customer.

20. No partnership or agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

21. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

22. Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

23. Notices

23.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this agreement.

23.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

24. Governing law

This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of mutually agreed neutral venue.

25. Jurisdiction

The parties irrevocably agree that the courts of neutral and mutually agreed place have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Signed by [NAME] for and on behalf of [SELECTED Bidder]

....................................... Title:

Signed by [NAME] for and on behalf of Pakistan International Airlines

....................................... Title:

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Schedule 1 – Fees

1. IMPLEMENTATION SERVICES FEES

The Customer shall pay the fixed one-time Implementation Services Fee of ---------------------- as follows:

2. TRANSACTION CHARGES

3. CHANGE REQUESTS The customer may request the Service Provider for the optional or additional services on mutually agreed rates and terms.



Year


Remarks



2.0 to 1.5 Million

1.5 Million

4. OTHER CHARGES

5. PAYMENT SCHEDULE

[The customer and the Service PROVIDER will agree on the payment schedule and method for the payments after the completion of the bidding process.]

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Schedule 2 - Implementation Services

1. TIMETABLE

As agreed in this contract.

2. PLANNING

Service PROVIDER shall prepare the Project Plan in co-operation with the Customer during this stage of the Implementation Services.

3. DESIGN

Service PROVIDER shall develop a configuration of hosting servers designed to provide access to the Software. The design shall include redundancy across application servers, database servers, and switches in order to allow for continued service in the event of certain component malfunctions.

4. IMPLEMENTATION

Service PROVIDER and the Customer shall co-operate in implementing the Services in accordance with the implementation provisions of the Project Plan.

5. TRAINING

Service PROVIDER and its subsidiary travel agencies shall provide training to such number of the Authorised Users as are specified in, and are otherwise in accordance with, the Project Plan at the cost of Service Provider including boarding lodging.

6. ROLLOUT

Service PROVIDER and its subsidiary travel agencies and the Customer shall co-operate in rolling out the Services to the Customer's Authorised Users in accordance with the roll-out provisions of the Project Plan.

7. IMPLEMENTATION TESTS

Both parties will prepare the details of its intended criteria to test that the Implementation Services have been performed in such a manner as to ensure that the Services and the Software comply with the Platform (Implementation Criteria) and integrations with existing systems on or before the applicable date set out in the Project Plan.

Service PROVIDER shall, within the time period provided in the Project Plan, either approve or reject the applicable Implementation Criteria by giving written notice to the Customer. Service PROVIDER shall only be entitled to reject any of the Implementation Criteria on the basis that, and by detailing the manner in which, the specific Implementation Criteria require Service PROVIDER ‟s Software and/or Hosting Services to function and perform in a manner which is outside the scope of the Product Specification.

If Service PROVIDER rejects any of the Implementation Criteria above, the Customer may submit a revised version of the applicable Implementation Criteria to Service PROVIDER .

Once Service PROVIDER has satisfied itself that it has completed the Implementation Services, it shall allow the Customer to conduct the tests in accordance with the Implementation Criteria (Implementation Tests). Service PROVIDER shall ensure that the Software and Hosting Services are ready for the commencement of the Implementation Tests by the applicable date set out in the Project Plan.

The Customer shall complete the Implementation Tests within the period set out in the Project Plan for the conduct of the Implementation Tests. Service PROVIDER and its subsidiary travel agencies shall provide all such assistance as may be required by the Customer in the conduct of such Implementation Testing and Service PROVIDER and its subsidiary travel agencies may be present at such Implementation Tests.

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If, in the opinion of the Customer, the Software and/or Hosting Services meet all of the Implementation Criteria, the Customer shall provide an Acceptance Certificate to Service PROVIDER .

If the Software and/or Hosting Services fails to meet the Implementation Criteria for reasons that are attributable (in whole in part) to Service PROVIDER , Service PROVIDER will modify the Software and/or the Hosting Services and the Customer shall re-run the Implementation Tests.

Schedule 3 - Platform or Network Specification

8. GLOBAL DISTRIBUTION SYSTEM – NETWORK SPECIFICATIONS

The Service Provider will be responsible to provide hosting, maintenance of the platform at its own expense and will ensure 99.95% uptime in order to ensure maximum coverage and selling base for the Customer.

Schedule 4 - Service Level Arrangements

9. SERVICE AVAILABILITY

Service PROVIDER shall provide at least a 99.8% uptime service availability level (Uptime Service Level) and in case of below the target uptime level of 99.8%, following penalties defined in the clause 3 of this schedule 6 will be applied with exception of (planned interruptions, Denial of Services Attacks (DoS) and reasons outside the control of Service PROVIDER ).., as the Customer is responsible for its own internet access. Availability does not include Maintenance Events as described in paragraph Error! Reference source not found. of Error! Reference source not found., Customer-caused or third party-caused outages or disruptions (except to the extent that such outages or disruptions are caused by those duly authorised third parties sub-contracted by Service PROVIDER to perform the Services), or outages or disruptions attributable in whole or in part to force majeure events within the meaning of clause 14.

10. AVAILABILITY MEASUREMENT The proportion of time that the service was actually available for use by the Customer expressed as a percentage. The monthly Service Availability is calculated as follows: Availability % = [(Max Service Time – Unplanned Downtime) / Max Service Time] * 100 Where:

Max Service Time means the aggregate number of hours in any month during which

that application is actually available for

Unplanned Downtime shall mean the aggregate number of hours in any month during

which that application is unavailable, excluding any planned or scheduled downtime

The Service up time and downtime are based on the calendar month and agreed availability for the application (including hours supported). The “Unplanned Downtime” is calculated based on Top (Critical) incidents logged by the Customer during the month within the agreed Service Hours for that Application. Similarly, agreed Service Time will vary for each calendar month based on days and Application service terms. The availability commitment excludes outages taken for scheduled maintenance.

11. PENALTIES

12. In the event that a Severity 1 Problems are not resolved in excess of their respective Service Level Work Around Solution times– 2.5percent (2.5%) of the following month‟s Application Service Fees calculated as per the Schedule 1;

13. In the event that a Severity 2 Problems are not resolved in excess of their respective Service Level Work Around Solution times – 5 percent (5%) of the following month‟s Application Service Fees calculated as per the Schedule 1;

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14. In the event that a Severity 3 Problems are not resolved in excess of their respective Service Level Work Around Solution times – 7.5 percent (7.5%) of the following month‟s Application Service Fees calculated as per as per the Schedule 1.

If Service PROVIDER fails for three (3) consecutive months or five (5) months in any consecutive twelve-month period to meet the Severity 1 and Severity 2 Service Levels, or in the event that there are three (3) separate Severity 1 Problems of continuous duration that are each in excess of twelve (12) hours in any one year period, within thirty (30) days of such an event the Customer may either: (a) reduce payment of the Application Service Fees in an amount of ten percent (10%) of total monthly Application Service Fees calculated as per the Schedule 1 of this Agreement.

Penalties will be defined mutually by the Customer and the Service Provider for the misuse or misconduct by the Travel Agents or Subsidiaries of the Service Provider.

Download - Corrigendum1 Supply Chain Management Corrigendum Expression of Interest (EOI) Global Distribution Systems (GDS) Partnership Pakistan International Airlines, the National Flag Carrier,

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