SPECIAL TERMS AND CONDITIONS 
FOR 
LEASING OF E-VEHICLES LONG-TERM

1. Preamble
   All Agreements/Contracts for long term leasing of e-vehicles placed through GeM shall be governed by the following set of Terms and Conditions:
   1. General Terms and Conditions for Goods and Services (“GTC”).
   2. Service specific Special Terms and Conditions (“STC”) contained in this document.
   3. BID / Reverse Auction specific Additional Terms and Conditions (“ATC”) as specified by the Buyer.
   The above terms and conditions are in reverse order of precedence i.e. ATC shall supersede service specific STC which shall supersede GTC, whenever there are any conflicting provisions.
   This Agreement represents the Special Terms and Conditions (STC) and the Service Level Agreement (SLA) between the Buyer and the Service Provider. 
   This Agreement outlines the scope of work, stakeholders’ obligations and general terms and conditions of all services covered as they are mutually understood by the stakeholders.
2.  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 the Buyer by the Service Provider. The goals of this Agreement are to:
    2.1 Provide clear reference to service ownership, accountability, roles and/or responsibilities.
   2.2 Present a clear, concise, and measurable description of service provision to the customer.
   2.3 Establish Terms and Conditions for all the involved stakeholders.
   2.4 To ensure that both the parties understand the consequences in case of termination of services due to any of the stated reasons. 
   The purpose of this Agreement is to facilitate the long-term Leasing of Electric Vehicles (EV). The Service Provider would provide the required equipment and personnel for the mentioned shifts as per the requirements of the Buyer
3. Stakeholders
   The main stakeholders associated with this SLA are:
   3.1 Buyer: The Buyer is responsible to provide clear instructions, approvals and timely payments for the services availed as per the contractual terms
   3.2 Service Provider: The Service Provider is responsible to provide all the required services in timely manner. The Service Provider may also include seller, supplier/bidder/contractor, any authorized agents, permitted assignees, successors, and nominees as per the context and as described in the document. 
   The responsibilities and obligations of the stakeholders have been outlined in this document. The document also encompasses payment terms and deductions 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.
4. Type of Lease
   4.1 Wet Lease: Wet lease covers the complete cost of vehicle at the time of lease, cost of driver during the contract period, complete maintenance of vehicle during the contract period and offers the buyer the facility to buyback the vehicle at the market value at the time of exhausting of the lease agreement. The cost of charging of Vehicle needs to be arranged by the Service Provider.
   4.2 Dry Lease: Dry lease covers the complete cost of vehicle at the time of lease, complete maintenance of vehicle during the contract period. The cost of charging of Vehicle needs to be arranged by the Service Provider.
5. Scope of Service 
   5.1 EV Usage Type: Leasing
   5.2 Lock in period/ Minimum Timeframe: 3 years, during which the Buyer shall be entitled to terminate the contract only on account of breach of Contractual obligations and terms by the Service Provider.
   5.3 Cure Period: The time between issue of letter/ email regarding default/ non-conformity/ breach and the last date to resolve the default/ non-conformity/ breach. Cure period and notice period can run simultaneously. 
   5.4 Selection criterion: Lowest cost in INR / month
   5.5 The Buyer will have the option to decrease or increase the number of such vehicles up to 20% of the contracted quantity.
   5.6 The onus of compliance to all the applicable Laws/Acts/Rules/Guidelines/Circulars shall rest with the Service Provider only and the Buyer will not be liable for any non-compliance of any statutory Laws/Rules/Acts/Guidelines/Circulars, as applicable.
   5.7 Service Provider shall have to keep the Buyer totally indemnified against all claims, damages, dues, payments, fines, penalties, compensation demands, liabilities and other losses, if any, that may arise on account of any non-compliance or violation of any contractual or statutory provisions by the Service Provider.

6. Vehicle Type

7. Service Provider’s Obligations
7.1 The Service Provider(s) shall have prior experience of providing four-wheeler vehicles (internal combustion engine vehicles or electric vehicles) to public sector or private sector entities for hiring or leasing or purchasing. 
7.2 Provision of EV – Service Provider to provide the entire contracted quantity of EVs to the Buyer within 2 weeks of signing the Agreement with clean interiors and proper upholstery. The Service Provider must provide a new vehicle at the beginning of the lease period.
7.3 Additional Provisions – Service Provider, at its own cost, to provide the Buyer with chauffeurs who are uniformed, well-mannered, courteous, polite, punctual, equipped with mobile phone with a working number and active internet connection where mobile navigation applications like Google Maps can be accessed to navigate the most efficient routes; and well acquainted with the roads surrounding the location with adequate knowledge of EV handling. 
Additional accessories / utilities to be provided include:
⦁ Clean seat covers
⦁ High quality music system
⦁ Guide map book of the surrounding region
⦁ Reading lamp
⦁ Tissue paper box
⦁ Car perfume
⦁ Mobile charger
⦁ Seat belts (front and rear)
⦁ Umbrella
⦁ Clean floor mats
⦁ Fire extinguisher
⦁ First Aid box
⦁ Torch
⦁ Mandatory spares
7.4 The Service Provider shall be exclusively responsible for ensuring compliance with the provisions related to Labour Law [Central/State] and specially Minimum Wages Act, Payment of Wages Act, PF, ESI Act, Payment of Bonus Act, Contract Labour [R&A] Act, Workmen Compensation Act, Motor Vehicle Act, Motor Transport Workers Act, 1961 etc. and any other relevant acts as applicable at present or in future during the tenure of the contract and as may be enforced from time to time. 
7.5 Independent Contractors: The relationship between Buyer and Service Provider under this agreement is on principal-to-principal basis and neither party shall have the power or authority to bind or obligate the other party except as expressly set forth in this Agreement. Therefore, Service Provider nor the personnel of the Service Provider shall become the employee of the Buyer under this Agreement. The Buyer shall also not be liable to the service provider nor its personnel, beyond the scope and the fees as mentioned in the STC. For the sake of clarity, it is stated that Buyer shall not be responsible for any claim such as salary or allowances, bonus, compensation, damages, or anything arising out of their employment/duty under this STC. The Service Provider shall make them known about this position in writing before deploying the personnel to the Buyer site. The Buyer shall in no way be responsible for the violation of any laws from the time being in force, either by the Service Provider or its employees.
7.6 Provision of Insurance – Insurance of the EV to be borne by the Service Provider for the period of the Agreement. The insurance agency can be chosen by the Service Provider; however, the insurance will have to be comprehensive in nature.
7.7 Provision of Alternate EV – In case of any maintenance, repairs or breakdowns, the Service Provider will supply the Buyer with an alternate EV.
7.8 Operational Expenses – The Service Provider shall pay the toll charges, parking fee or entry taxes payable locally or outstation which shall later be reimbursed by the Buyer on actual basis as paid by the Service Provider. The Service Provider must raise an invoice for operational expenses covered under Clause 6.6 in the first week of every month for the preceding months. 
7.9 Provision for Maintenance - Service Provider will have the responsibility for the annual maintenance/servicing of the e-vehicles for the period of the contract; Service Provider shall also replace the battery when its capacity goes below 75% of optimum capacity (as shown by the relevant dashboard indicator or mobile application or as certified by authorized Service Center) and always maintain effective efficiency of the battery. The Service Provider must provide a schedule of maintenance for the EV on a card and must obtain acknowledgement of each maintenance on the card from the Buyer after submission of proof for the same. The Service Provider shall ensure that all maintenance works related to the assigned vehicle will be carried out in non-duty hours. It shall be ensured that all electrical connections including lights (both brake and front), horn, turn indicators, air conditioning and other vehicle systems shall be periodically checked and maintained by Service Provider to avoid any inconvenience to the Buyer.
7.10 Provision of Support – Service Provider shall maintain a dedicated 24*7 telephone/mobile number for emergencies. A nodal officer shall be appointed by the Service Provider to manage and address the Buyer’s queries, complaints or suggestions 12 hours a day and 6 days a week. 
7.11 All e-vehicles provided shall have all the necessary permits / licenses / clearances such as, but not limited to, fitness certificate, insurance, registration certificate, etc. as per the Motor Vehicles Act, RTO and other applicable laws and statutory bodies, for providing commercial e-vehicles for this service. 
7.12 The Service Provider shall ensure that the drivers of vehicles taken lease are duly verified by the local police from a security perspective; the driver must have a valid driving license for the contract period. 
7.13 The Service Provider shall ensure that the issues pertaining to the leave / rest of the driver are taken care of as per statutory rules / regulations. 
7.14 The car tyres shall be repaired / replaced immediately by the Service Provider in case of any damages during the contract period. 
7.15 The Service Provider shall raise an invoice in the first week of every month for the preceding month. 
 7.16 The Agreement shall not lead to any relationship between the drivers of the e-vehicles and the Buyer; the payment of salary and other allowances including meeting all their statutory obligations shall be the sole responsibility of the Service Provider and no complaint by any of the drivers in this regard will be entertained by the Buyer. 
7.17 EV Charging Costs - The Service Provider will be responsible for all costs associated with the charging of the EV.

8. Obligations of Buyer
 8.1 Arrangement of Driver – In case of a dry lease, the Buyer is responsible for hiring the driver for the period of the Agreement including meeting their salary and allowance requirements and other statutory obligations. 
8.2 Space/Approval for Charging Stations – The Buyer will apply for a separate electrical connection to be used exclusively for EV charging. Buyer will provide the space and all necessary approvals to the Service Provider for installing the charging equipment in the premise selected by the Buyer. All electrical and preparatory work will be the responsibility of the Buyer. 
8.4 Documentation – Buyer shall sign all the documents relating to the registration / de-registration of the e-vehicles and the vehicle acceptance certificate upon delivery of the e-vehicles at the location specified by the Buyer. 
8.5 Payment – Buyer shall pay the Service Provider against the raised invoice within 45 days of receipt of the invoice for all the e-vehicles contracted.
8.7 Compliance to Rule 144(xi) -Buyer must ensure that the Service Provider complies with the Rule 144(xi) of General Financial Rules (GFR), 2017 and the product supplied, if any, must also comply with Make In India guidelines of DPIIT"
8.6 Price Variation Clause: It is advisable to include Price Variation Clause in the long-term contracts to take care of the increase/decrease in prices of various ingredients which majorly affect the overall price of the service. Buyers are therefore advised to include the Price Variation Clause (PVC) in the bid document through ATC for long term contracts. The additional payment, if any, on account of PVC can be done offline till such time online functionality is developed on GeM. 
8.7 Payment of Extra Kilometres and Hours (Over And Above The Package) A variation up to 20% in distance shall be permitted for each package. Service Provider shall provide services at the same quoted rate for an additional 20% distance travelled on pro rata basis. 
As soon as the actual distance for any package reaches 120% of the standard package bought on GeM, if there is a requirement for additional travel, an incremental cost per km shall be paid by the Buyer; this cost shall be calculated as 120% of the monthly package cost divided by the number of km in the monthly package.
Overtime charges per hour will be hourly Minimum Wages as per the prevailing labour law.

9. Provision of Charging Station
9.1 The Service Provider must provide and install at least one charger (with a minimum power output of 3.3 kW) per EV to the Buyer at a location provided by the Buyer. The Service Provider may choose to install more than one charger per EV after obtaining requisite approvals from the Buyer. The Buyer will decide granting of such an approval based on space and cost requirements associated with fulfilling its obligation.
9.2. The Service Provider must ensure that all times, the vehicle should have enough charge to meet the Buyer / Buyer’s daily service requirements. 
9.3 The Buyer can also require the Service Provider to note any particulars (E.g.: units consumed for any EV charging session) associated with the cost of charging.
9.4 Registration and De-registration – Service Provider shall ensure and bear all the costs associated with the registration and de-registration of e-vehicles with the regional transport authorities.

10. Logbook
10.1 The Service Provider will maintain a separate duty slip for each vehicle, which will be signed by the authorized signatory of the Buyer. Before each car is allotted for duty, the odometer reading shall be noted down by the driver and subsequent entries for starting time/closing time, places visited etc. for each duty during service hours. After completion of duty, the driver shall again note down the odometer reading and get it checked and signed by the user of the vehicle deployed by the Buyer. The logbook must have an option to record any breach of SLA which must be logged, and counter signed by the Buyer. Any costs borne by the Service Provider for EV charging must also be noted in the logbook and must be countersigned by the government official. 
10.2 On the basis of each vehicle’s duty slip, the Service Provider shall prepare bills enclosing therewith a consolidated statement of each vehicle’s running and original copies of duty slip.

11. Payment Terms
11.1 The payment shall be made as per the financial quotes submitted by the Service Provider and accepted by the Buyer. 
11.2 No advance payment shall be made to the Service Provider. 
11.3 The price quoted shall cover all aspects of service delivery, it shall be inclusive of all consumables required to provide the service. 
11.4 Nonetheless, any charges borne by the Service Provider with respect to toll charges, parking fee or entry taxes shall be reimbursed on actual basis upon submission of proof of payment. 
11.5 The Service Provider must raise an invoice for the services as well as for all expenses with relevant proofs of payment for the preceding month in the first week of each month. Additionally, the Service Provider must submit the logbook, service feedback and noting of penalty due to breach of SLAs. All the documentation must be submitted to the GeM portal in a manner as prescribed by the Buyer. 
11.6 The Buyer must examine all documentation submitted by the Service Provider and ensure the entire payment to the Service Provider within 45 days of the submission of the documentation.
11.7 Payment must be made through bank transfer. No cash/cheque payments should be made.

12. Amendment to Contract
12.1 No provision of present contract shall be changed or modified in any way (including this provision) either in whole or in part except by an instrument in writing made after the date of this contract and which expressly states to amend the present Contract.
12.2 Variation of the Contract as per both Parties’ Consent Variation of the Contract shall be done as per mutual consent of both parties; no party shall be made liable to pay/ get any compensation for amendment of this Contract. The variation in the Contract can be through the following, however, the variation put together shall not reduce or exceed 25% of contract value: increase or decrease in the manpower requirement or services to be provided increase or decrease in duration of Contract.

13. Termination of Contract

13.1 The Agreement shall be come to an end either on completion of the Contract Period or shall be terminated for the following reasons: -

(a)Mutual Consent The Contract may be terminated based on mutual consent in case the services are no longer required. Termination based on mutual consent will not attract any deductions or shall not be liable for any extra payments other than payment of invoices raised till the time of termination including notice period.
(b) Breach of SLAs The Contract may also be terminated if :-
(i) The cumulative deductions rise to 10% of the Contract value.
(ii) Repeated breach of any SLA beyond 3 instances as per Buyer discretion. However, termination of this Contract shall not affect any accrued rights or remedies of either party.

13.2 The Buyer shall have the right to terminate this Contract in part or in full in any of the following cases: -

(a)  The Service Provider is declared bankrupt or becomes insolvent.

14. Deductions for Non-Compliance of Service Level Agreement

Deductions will be levied on the Service Provider, for the violation of Service Level Agreement of the Contract as mentioned below:

 
Calculation Formula for the Service
$total = $cost*$quantity*$no_of_month
$cost = Cost per Lease month inclusive of GST (INR)
$quantity = Number of Vehicles
$no_of_month = Number of Lease Months within Contract Period