Term & Conditions

• Article 1: NECESSARY STANDARD CONDITIONS TO LAUNCH THE SYSTEM

  • General Contract performance plan is described in the Proposal. The contract term is 6 months from the date that the 3SS receives the signed contract and receives the first payment and enough of the source data and necessary process
  • The detailed plan of the project will be prepared and finalized by the 3SS project manager and must be approved by the representative (s) of the THE BANK during the implementation of the Contract.
  • 3SS will provide the working model between THE BANK and 3SS with the list of related human resources. In the circumstance of change of human resources performing the project, 3SS will send written notifications to THE BANK.
  • Launch location of the System: at location by THE BANK.

• Article 2: LAUNCH OF TEST RUN AND ACCEPTANCE TEST OF THE SYSTEM

  • 6.1 The system will be deployed to the THE BANK within the agreed time frame that the two firms agree to the implementation plan. The THE BANK will be responsible for the delay in work-related progress. 3SS is not responsible for the latency associated with non-3SS events, or waiting time for data from the zone, waiting time for data from the region, or waiting for the policy process from First bank, or the time to implement the amendment and supplement number of forms,calculation formula of the State Bank VietNam since the two sides started to kick off implement this project until the date of acceptance by the two parties UAT (Acceptance test user test),, or the waiting time of First Bank's UAT(User Acceptance Test) after the 3SS has completed scope of work.
  • If the event is not progressing due to a failure of 3SS, 3SS will assist like the consultant and propose the connection plan in line with the State Bank. Or 3SS will assist the THE BANK to contact the state bank for special assistance to the THE BANK to successfully connect the state bank.
    • In case the two parties delay the project schedule to require the state bank, the two sides work together as best as possible to enforce, and are not considered 3SS violations
    • In case the two sides delay the project schedule due to First Bank's error, it is called generated. Cost incurred is calculated according to USD 120 / manday. This is just a note for First Bank to best coordinate with 3SS
  • 6.2 The System is installed and tested on the infrastructures of 3SS. After examinations finish at the end of each period and after the System is launched at the infrastructures of THE BANK, THE BANK will test the newly launched System.
  • 6.3 3SS has the responsibility to send System launch notification at least 05 (five) working days before the launch time. After receiving System launch notification, THE BANK has the responsibility to prepare the environment, technical infrastructures according to provisions in the Proposal.
  • 6.4 Within the duration of user acceptance test of the System, if THE BANK discovers errors in the System, 3SS has the responsibility to repair according to the requests agreed by both Parties in the Proposal. The time in which 3SS performs error repair will not be calculated into the duration of user acceptance test of the System which has been agreed by both Parties in the Proposal. To avoid confusion, the fact that THE BANK does not discover System errors or does not notify 3SS of System errors is not a basis to exempt or to reduce the responsibility to repair errors of 3SS and other obligations according to the provisions in this Contract.

• Article 3: MODIFICATION, SUPPLEMENT OF CONTRACT PERFORMANCE CONTENT

  • 7.1 Within the process of performing this Contract, if THE BANK has any modifications, supplements within the scope of the System, THE BANK has the responsibility to send to 3SS written recommendations of modifications, supplements in which the modifications, supplements are shown in details.
  • 7.2 Within 05 (five) days after the receipt of requests from THE BANK, based on the written recommendations of modifications, supplements, 3SS will consider, evaluate the scope of modifications, supplements and send to THE BANK the Supplementary Proposal. Depending on the scope of modifications, supplements, 3SS conduct modification and supplement consultation for THE BANK.
  • 7.3 The Supplementary Proposal must be signed by representatives of the parties and to be considered as an inseparable part of the Contract, even in the circumstance that the modifications, supplements result in the parties signing modification, supplement Contract appendixes.3SS only conducts performance of modifications, supplements of the System after the Supplementary Proposal has been signed by representatives of both parties.

• Article 4: NON – DISCLOSURE

  • 9.1. The parties agree that within the validity period of the Contract and after the Contract ends without time limit, or within another period agreed by the parties in writing, each party has the responsibility to keep confidential all information relating to issues, business, technical documents and other information provided by one party (the disclosing party) to the other party (the receiving party) according to the Contract.
  • 9.2. Except the case of other written agreements between the parties being available, the receiving party has the responsibility:
    • To only use the confidential information according to the provision in this article for the purpose of performing the Contract;
    • Without prior written agreements of the disclosing party, do not perform or permit performance of any announcement, disclosure or provision of confidential information to any third parties except the cases of providing information to staff directly performing tasks according to the Contract or advisers of the receiving party with the condition that these people have the responsibility to follow non – disclosure provision in the Contract.
    • Not to copy, extract, refer or summarize confidential information under any forms for any purposes beside the purpose of performing the Contract;
  • 9.3. The receiving party has the responsibility to ensure confidentiality of information according to level of confidentiality applied for confidential information of that Party but not lower than the appropriate level of confidentiality.
  • 9.4. The receiving party has the responsibility to make the necessary and appropriate notifications to subsidiaries, directors, staff, employees, advisers and consultants receiving confidential information of non – disclosure agreements in the Contract.
  • 9.5. The parties agree that non – disclosure agreements do not apply to the information below:
    • Information which the receiving party possesses without having to follow any non – disclosure agreements or responsibilities at the moment of receiving the information from the disclosing party;
    • Information which has been made public not due to violations of non – disclosure agreements of the receiving party or a third party who is not under non – disclosure agreements with the disclosing party;
    • Information developed independently by the receiving party without direct or indirect access to confidential information provided by the disclosing party;
    • Information which the receiving party is requested to disclose by the competent governmental authorities, with the condition that the receiving party, within the permitted legal scope, immediately notifies the disclosing party when being aware of the disclosure request of confidential information in order for the disclosing party to consider and apply necessary measures to protect confidential information and the receiving party is only to disclose a part of the information requested to be disclosed by competent governmental authorities.
    • Information eliminated from non – disclosure agreements in the Contract;
  • 9.6. The receiving party is responsible to compensate for damages, including direct and indirect damages occurred to the Disclosing party in the circumstances that confidential information is disclosed or used for purposes other than the purpose of performing the Contract, due to mistakes of the Receiving party or mistakes of any persons, organizations possessing the confidential information from the Receiving party according to provisions in the Contract.

• Article 5: FORCE MAJEURE EVENTS

  • 11.1 Force majeure events are events such as wars, fires, storms, floods, earthquakes, or other events agreed by the parties to be force majeure events. The determination of force majeure events must be based on valid legal supportive documents provided by competent authorities recognized by the parties.
  • 11.2. The affected party must notify in writing to the other party of the happening of force majeure events as soon as possible. The affected party must notify in writing to the other party immediately after the force majeure event has ended or been eliminated so that the other party is aware that the force majeure event has ended or been eliminated.

• Article 6: BUSINESS ETHICS

  • 3SS undertakes to abide by the integrity terms of THE BANK, according to which any articles of this Contract, 3SS will not, voluntarily or under force/ suggestion/ request from any persons, discount, and/or bribe and/or induce and/or give special treatment to any employees of THE BANK or family members of those employees. In addition, 3SS will not, voluntarily or under force/suggestion/ request from any persons, give any gifts to or invite to participate in any form of recreation any employees of THE BANK or family members of those employees, if that gift or form of recreation has the basis to be an attempt to influence the judgment of receivers.
  • Moreover, 3SS must ensure that no employees of THE BANK have any shares or benefits or work for 3SS without being notified of those benefits for THE BANK. Any violations of the undertakings provided in this article will be considered as a serious violation of this Contract, from which, THE BANK will have the rights to immediately terminate this Contract and the rights to request for compensations for any damages and/or losses arising from that termination.

• Article 7: DISPUTE RESOLUTION TERMS

  • 14.1. Within the process of performing the Contract, if any difficulties or obstacles arise, the Parties must notify each other, together discuss, search for solutions, remedies to minimize risks to the least and these must be in writing.
  • 14.2. In the circumstance that conflicts, disputes cannot be resolved; the Parties will take action at competent Courts in Ho Chi Minh City to resolve.

• Article 8: GENERAL TERMS

  • The terms of the Contract include all the agreements between the parties on issues on the Contract, and replace for prior agreements, oral or written, between the two parties.
  • Any modifications or supplements to the terms of the Contract must be made in writing with signatures of legal representatives of the parties of the Contract.
  • 3SS does not have the rights to transfer any or all of the rights and obligations provided in the Contract to any third party except when permitted by THE BANK in writing.
  • This Contract is adjusted according Vietnamese laws. The issues not mentioned in the Contract are performed according to the current laws of the Socialist Republic of Vietnam.