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1. Agreement Overview

This Agreement represents a Service Level Agreement (“SLA” or “Agreement”) between the buyer and Scanning & Digitization Services provider.

The purpose of this agreement is to facilitate implementation of Scanning &Digitization Services at the buyer’s premises. The service provider would provide the required equipment and personnel for the mentioned shifts as per the requirements of the buyer.

This Agreement outlines the scope of work, Stakeholder’s obligation and general terms and conditions of all services covered as they are mutually understood by the stakeholders.

The Agreement remains valid until superseded by a revised agreement mutually endorsed by the stakeholders.

1.1. Stakeholders

The main stakeholders associated with this SLA are:

1) Service Provider(s)/Service Provider

2) Buyer

3) Paying Authority

4) Statutory/Compliance Authority

The responsibilities and obligations of the stakeholders have been outlined in this document. The document also encompasses payment terms and penalties in case of non-adherence to the defined terms and conditions. It is assumed that all stakeholders would have read and understood the same before signing the SLA.

Objective and Goals

The objective of this Agreement is to ensure that the proper elements and commitments are in place to provide consistent delivery of service to buyer by service provider.

The goals of this Agreement are to:

Provide clear reference to service ownership, accountability, roles and/or responsibilities
Present a clear, concise and measurable description of service provision to the customer
Establish Terms and Conditions for all the involved stakeholders
To ensure that all the parties understand the consequences in case of termination of services due to any of the stated reasons

The agreement can also be modified on the mutual agreement of all the involved stakeholders

Thus, the agreement will act as a reference document that both the parties have understood the aforementioned terms and conditions and have agreed to comply by the same.

Service Agreement

3.1. Introduction

It is always imperative for any organization to meet accepted standards for managing its large official records. These standards are designed to ensure that electronic images of paper source documents, where the image is intended to replace the original as the official record, are captured in a way that ensures their reliability, authenticity, and usability over their entire retention period and that allows the images, or copies produced from the images, to be authenticated as true copies of the originals and to be admissible as evidence in legal proceedings. By availing the service of Scanning and Digitisation a Buyer Department would have the following advantages:

Less Storage space requirement for preserving the documents
Reduction in overall Searching time.
Increase in productivity of processes and office personnel
Availability of the document for sending over email
Reduced turnaround time of processes
Increase control over all the important digitized documents by restricting access

3.2. Scope of Work

3.2.1. Setting up the Scanning and Digitization Centre

- 1. On receipt of confirmed purchase order Service Provider shall furnish details of estimated space/area requirement, estimated electric power required, estimated technical/ non-technical personnel to be deployed to set up digitization facility in buyer’s premises; within 10 days from award of contract. The plan may contain requirement of gate passes/ permission for manpower and machines. The plan may also include graphical representation (through Gantt chart, PERT diagram, bar chart, pie chart etc.) of the comprehensive strategy to execute the project within specified time schedule. It may also include project team structure, reporting and monitoring mechanism of the project, unit test plan, system test plan, user acceptance test, training schedules etc.

Service Provider shall set up the digitization and scanning facility commensurate with the requirement of delivery schedule and the type and number of document to be scanned, digitized and the format of its storage. This activity shall be completed within 10 days after buyer provides space for installation.

3.2.2. Pre-scanning

1. Service Provider will perform all the pre scanning activities which may include (but not limited to) collection of documents, removal of unwanted dust, removal of tags, pins, threads, rubber bands, application of curative techniques to biologically infected or otherwise damaged documents etc., sorting and numbering of pages in the document file in correct order.
2. The documents would be handed over in lots as agreed mutually between the Service Provider and the Buyer. The Service Provider shall provide acknowledgement of number of documents and number of pages in each document received from the Buyer. Number of documents/ pages in a file shall be checked in presence of the representative of the Buyer.

The Service Provider will maintain a record of the document details in a log register while collecting these documents. This log register should contain at least the following details:

Description of the document collected /< file No.>
Size of the pages in document (A4/legal/Full scale/note-sheet) along with the count
Total number of pages in the document
Collected from (Government Official)
Collected by (Service Provider representative)
Date of Collection
Expected date of return
Returned to (Government Official)
Returned by (Service Provider representative)
Actual date of return
Service Provider shall maintain and return the documents in their original form to the Buyer. Document shall be handled with extreme care so that their chronology is not disturbed. For example, Multi-page documents that must be kept together (e.g., a letter with an attachment).
The Service Provider will carefully unfold and flatten the documents to eliminate creases and wrinkles and ensure that document maintain its original form without any damage.
Any damage to the documents shall make the Service Provider liable for penalty.
The Service Provider will take special care in preparing the documents which are too old and that may not be in good physical condition or are very delicate and may not be directly scanned. This may include (but not limited to) pasting of torn pages, straightening of pages, un-binding of files that cannot be scanned directly. Some old documents may require flat-bed scanners too. Service Provider may use ironing process to straighten them. Documents should be prepared such that normal scanner can scan it.
Service Provider shall be responsible for any damage caused by them during the process of scanning and digitization of records and ensure that all such records are repaired at their own cost and information is retrieved. In case such retrieval of data or repair of record is not feasible the Service Provider will compensate for the same by making payment to the Buyer towards the value of the damaged or lost data/document/record as valued by the Buyer.

3.2.3. Scanning and Digitization

1. Scanning resolution shall 300/600 dpi, raw master image uncompressed and clean master image loss less compression shall be in file format Tiff 6.0 or better.

The scanned documents shall be converted into any of the standard file formats such as TIFF/PDF/JPEG/RTF/ODT/PNG/GIF or other standard formats as per the requirement of the Buyer. All the pages of a single file have to be stitched together to generate an exact replica of the physical file. The stitched document should be represented in a TIFF/ PDF format or any other standard format as per user requirement.
The Service Provider shall use Group IV lossless compression technique or better for black and white images and LZW lossless compression or better for images in Grayscale/ Colour. The Service Provider will be responsible for quality assurance and will go through all documents to see if they are complete and legible. The Service Provider will undertake Quality Assurance processes for all aspects of processing and post-processing of records including image capture, indexing, storage and return. The Service Provider’s staff will perform quality control to ensure that each page is fully rendered, properly aligned, and free of aliasing/ distortions. Inspection and quality control data shall always be recorded on the worksheet accompanying each volume. When necessary (e.g., poor image capture of an illustration), the staff will re-scan from the original text and insert the image(s) into the proper image file sequence. Service Provider shall employ automated quality analysis mechanism to ensure 100% percent quality check.
Annotation and bookmark for relevant pages is to be recorded in the PDF files and stored as separate attributes in the database for search.
If applicable the Service Provider shall perform the OCR on the document with 100% accuracy so that the documents can be searched using the text in the document.
The Service Provider shall ensure that the quality of scanned images is enhance to the optimum level and shall perform all such activities required to bring the scanned image to optimal level such as skew, de-skew to make the image straight, cropping and cleaning of images like removal of black noises around the text and providing equal margins around the text etc.
In case the documents are not legible, the Service Provider shall scan the documents at a higher resolution or in Grayscale. No extra payment shall be made for the same.
All the pages in a document including blank pages (only when such blank pages are numbered in the file/document) shall be scanned to produce exact replica of the original document. No page shall be scanned more than once.
The Service Provider will deploy its own human resources for all the above mentioned activities. The Service Provider will deploy adequately skilled manpower resources to complete the job within the specified time and of specified quality.

3.2.4. Indexing and cataloguing

1. Service Provider will create metadata fields if required for indexing as per the purchase of the Buyer. Scanned documents / images stored in digital form shall be indexed in the metadata fields using manual entry.

Service Provider would use suitable technology and software for Indexing and Cataloguing of metadata if metadata requirement is selected by the Buyer.
Service Provider will establish procedure for checking the accuracy of indexing and making necessary corrections as accurate indexing is required for efficient retrieval of digital documents from digital storage media.
Once all documents are verified and pass Service Provider’s quality assurance phase, they will be stored on final digital media of the user’s preference, complete with their indexes. At the end of the process all paper documents will be returned in their original form to the concerned department.

3.2.5. Post Scanning

1. After scanning, the physical document would be pinned together/ tagged in the same form as it was given for scanning by the individual units of any department. At the end of the process all paper documents will be returned in their original form to the department.

Each page shall be serially arranged and shall be counted while giving the documents back to the department.
Version Control mechanism should be allowed. Version control has to be done in case of addendum to the pre-existing digitized file. Service Provider will have to make this facility available in the capture and indexing module.
The Service Provider is required to use their own MIS tool to generate fortnightly reports for tracking the digitization status. These reports would contain basically summary of records scanned and stored. The release of payments is linked to fortnightly submission of these reports and the status of work to the End User Department and subsequent receipt of acknowledgement.

3.2.6. Storage and Backup

1. A folder structure/ configuration management policy has to be followed while storing the digitized data in the DVD/ hard disk and or central storage.

Nomenclature of the digitized file should be in accordance with the e-Gov standard and should be discussed with the End User Department.
Service Provider shall integrate scanned and digitized documents into the existing document management system (DMS) of the Buyer as per his requirement.
Copies of the scanned data (and metadata) shall be provided in DVD /hard disk. Service Provider will create a Master copy for the End User Department and will provide the replica of Master copy as per the requirement of the End User Department.
Service Provider shall use standard methodology for Scanning & digitization and archiving so that in future, any Service Provider can access the archival database.
Service Provider shall train the respective users on retrieving the records after file conversion.

Service Provider shall hand over DVD/ hard disk to user of the following:
1. Raw Master Image
2. Clean Master Image
3. PDF/A Image or any other format as decided by buyer

3.2.7. Transition Management

Post the contract period, the Service Provider shall handover of all the knowledge material and assets to Buyer.

Post the contract period, if a new agency is selected by Buyer for the next contract, the Service Provider is expected to provide adequate knowledge transfer and training to the new agency for a period of three months. The knowledge transfer/training should necessarily cover details on the following:
1. Document Management System, Document Retrieval,
2. Nature and type of queries arriving at the helpdesk,
3. FAQ’s, manuals, documentation and other reference material prepared for issue resolution and any other.

3.3. Terms and Conditions

3.3.1. Buyer’s Obligations

Buyer shall provide adequate space and access to the authorized personnel of the Service Provider to work in the specified area. Buyer shall also nominate a Nodal officer from its organization to coordinate with Service Provider to set up the digitization facility.
Buyer shall nominate officer (department/unit/cell wise) who will hand over the records to be digitized to the authorized person of the Service Provider and also take back the same.
Buyer shall nominate officer (department/unit/cell wise) to receive and verify the quality and quantity of the digitized records. Such officers may be authorized to verify Service Provider’s invoices / bills /claims and to issue receipts certificate (CRC) to enable the payment to the Service Provider.
Buyer shall nominate officer (department/unit/cell wise) to verify the violation of any conditions of the service level agreement (SLA) and impose penalty/deduction if any from the Service Provider’s claims.
All storage area networks (SAN), network area storages (NAS), all type of server’s hardware including application servers and web servers, operating system software, RDBMS, firewalls, LAN etc. required to host the digitized records and document management system (DMS) software shall be provided by the Buyer.

3.3.2. Service Provider Obligations

Service Provider shall work in the area/space provided for the digitization center only. They shall ensure that the allotted space /area and other facilities of the user/ Buyer are not misused in any manner by their staff/ representatives. Service Provider shall ensure that the staff engaged by them is disciplined and maintain work ethics. Service Provider alone shall be liable and responsible for the acts and or deeds or things of the employee or workers engaged by them.
Service Provider shall be required to install and maintain adequate IT infrastructures of hardware and software such as computers, scanners, ups, network setup etc. at his own cost.
All the scanned and digitized data and documents shall be the property of the Buyer and Service Provider shall have no right, title or interest in it. Buyer shall have the exclusive right to use it anywhere and in any manner.
Service Provider shall ensure that all information, data and or documents given to them by the Buyer are kept confidential. The entire work of scanning/ digitization/ repairing of old records are entrusted to the Service Provider under trust and hence any leakage of information or passing of the information for any commercial purpose/exploitation or any other purpose whatsoever shall amount to committing an offence of stealing and criminal breach of trust liable for criminal prosecution.
No documents shall be allowed to be taken or transmitted outside the Buyers premises without written permission from buyer, in any manner what so ever. No employee of Service Provider shall share any documents or information relating to it to any outside unauthorized person. Violation of this will render immediate termination of contract and no payments will be made to the Service Provider along with forfeiture of Performance Security. Service Provider shall be wholly responsible in case of failure and will be liable to be prosecuted under the jurisdiction of the local court.
Service Provider shall be principal employer for all worker, laborer, out sourced persons and such persons shall not have any right to claim, any right of employment or contract with the Buyer.
Service Provider shall obtain prior permission from the Buyer to work on holidays or on off office hours/ odd hours.
All consumables required in digitization process shall viz. SS pins, tapes, print-out, cartridges etc. shall be provided by the Service Provider.

3.3.3. Special Terms and Conditions

The Buyer Department would provide the number of pages to be Scanned or Digitized or both during the time of purchasing the Service through the GeM portal. The actual quantity processed for service should be within 25% range of the quantity mentioned during the time of purchasing the service.
The Service Provider shall not carry and/or transmit any material, information, application details, equipment or any other goods/material in physical or electronic form, which are proprietary to or owned by buyer, out of Buyer premises without prior written permission from Buyer.
Service Provider acknowledges that buyer`s business data and other buyer`s proprietary information or materials, whether developed by buyer`s or being used by buyer pursuant to a license agreement with a third party (the foregoing collectively referred to herein as “proprietary information”) are confidential and proprietary to buyer; and Service Provider agrees to use reasonable care to safeguard the proprietary information and to prevent the unauthorized use or disclosure thereof, which care shall not be less than that used by Service Provider to protect its own proprietary information. Service Provider recognizes that the goodwill of Buyer depends, among other things, upon Service Provider keeping such proprietary information confidential and that unauthorized disclosure of the same by Service Provider could damage buyer and by that reason of Service Provider’s duties hereunder. Service Provider may come into possession of such proprietary information, even though Service Provider does not take any direct part in or furnish the services performed for the creation of said proprietary information and shall limit access thereto to employees with a need to such access to perform the services required by this agreement. Service Provider shall use such information only for the purpose of performing the said services.
Service Provider shall, upon termination of this agreement for any reason, or upon demand by buyer, whichever is earliest, return any and all information provided to Service Provider by buyer, including any copies or reproductions, both hardcopy and electronic.
Ownership and retention of Documents: Buyer shall own the documents, prepared by or for the Service Provider arising out of or in connection with this contract. Forthwith upon expiry or earlier termination of this contract and at any other time on demand by buyer, the Service Provider shall deliver to buyer all documents provided by or originating from buyer and all documents produced by or from or for the Service Provider in the course of performing the Services, unless otherwise directed in writing by buyer at no additional cost. The Service Provider shall not, without the prior written consent of buyer store, copy, distribute or retain any such Documents.
The rate of delivery will be 100 pages per day or as opted by the buyer during the time of purchase of service.

3.3.4. Acceptance Criteria

The service i.e Scanning, Digitization as per the Service Order should be completed for the order quantity

3.3.5. Payment Schedule

The Payment Procedure shall be in as specified in the General Terms and Conditions of GeM and the Payment Schedule may be any one of the following. The Payment Schedule will happen according to:

On the basis of the actual quantity of documents digitized or scanned
On monthly basis for the completion of work in the month.

Payment Calculation would be as below:

Payment = [Number of pages correctly scanned in a department/record room * rate per page as quoted – applicable penalty for the images scanned in that department/record room (as detailed below)]

Verification

The verification of the documents scanned and entered into the system shall be done by the nodal officer of that particular office. The documents would be deemed to have been verified only upon sign off by the nodal officer concerned.

Once the verification is done, the Service Provider may submit the bill at the end of each month/quarter.

Final approval for the payment against the invoices will be given only after the verification of digitized data on the centralized storage facility for each department by the nominated nodal person. Payment would be given post the approval.

3.3.6. Penalties and Termination

#	Service level agreement	Penalties for non-compliance
1	Delay in the rate of delivery because of any issue/incident at the Service Provider’s end	A penalty of Rs. 100 per day to be levied on the Service Provider for per day delay
2	If the employee is found responsible for any theft, loss of material/ articles and damages	Immediate payment in actuals, equivalent to the value of the article theft/lost/damaged or replacement as decided by the buyer depending on the gravity of the act.
3	Rejection due to Quality	Upto 1% of the executed quantity during the billing period penalty of 1% of the billing amount to be deducted. More than 1% but less than 5% of the executed quantity during the billing period penalty of 2% of the billing amount to be deducted. More than 5% of the executed quantity during the billing period penalty of 10% of the billing amount to be deducted or termination as per the discretion of the Buyer.
4	Cumulative Penalty	Cumulative Penalty cannot exceed more than 10% of the total contract value.

Appendices
- Appendix: Eligibility Criterion for Service Provider

SR No.	Criteria	Basics for evaluation	Supporting Documents Required
1	Legal Entity	Valid Legal Entity	Certificate of Incorporation and Articles of Association of the Participant in case of Company /Limited Liability Partnership Agreement in case of LLP
2	Certificates	Valid Service Tax, VAT, Income Tax and PAN no.	Valid Service Tax Registration Certificate VAT Certificate Income Tax Return for the last three Financial years
3	Average Annual Turnover during the last three financial years generated	Required document to be submitted during registration.	Extract from Audited / Certified financial statements and balance sheets for the last three years as per financial year of participating Service Provider or certificate from Chartered Accountant and authorized signatory.
4	Geographical presence of the firm/company	The requirements are specified for each service.	List of the service centers to be uploaded in the registration form in the GeM website by the service provider.
5	ISO Certificate	ISO 9001:2008 Certificate	Copy of valid ISO 9001:2008 certificate to be uploaded in the GeM website by Service Provider.
6	Service Provider should be an established experienced	The Service Provider should have three similar completed atleast 3 similar work	Completion certificates from the client or may be uploaded in the website by the service provider.

Appendix: Declaration

Declaration

(On the letter head of the Service Provider)

This is to certify that I/We before signing the special terms and conditions have read and fully understood all the terms and conditions and instructions contained therein and undertake myself / ourselves abide by the said terms and conditions.
I/We will abide by the Minimum Wages Act Contract Labour Act etc. as applicable from time to time for the workers employed. Bonus, Gratuity, PF and ESI if applicable will have to be borne by us. The number of persons employed will be adequate to provide quick and efficient service.
I/We shall provide quality services to the buyer with amenities as mentioned in the said terms and conditions.
I / We agree that I / We have no objection if enquiries are made to our clients to verify the facts submitted by us.
I hereby certify that the above firm has not been ever blacklisted by any Central / State Government / Public Undertaking / Institute on any account.
I/we also certify that the above information is true and correct in any every respect and in any case at a later date it is found that any details provided by us are incorrect, any contract given to the above firm may be summarily terminated and I / We are liable to be debarred and blacklisted.

Date: Authorized Signatory

Name:

Place:

Designation:

Contact No: