Contract for the rendering of professional services between
GLOBAL DATATEL DE COLOMBIA S.A., and
DISTRIBUIDORA DINAMICA S.A.
Between the undersigned, Xxxx Xxxxxxx Xxxxxxx Xxxxx, identified as appears under
his signature, acting in his condition of legal Representative of DISTRIBUIDORA
DINAMICA S.A. (hereinafter DIDISA) and XXXXXX XXXXX XXXXXXX, identified as
appears under his signature, acting his condition of Legal Representative of
GLOBAL DATATEL DE COLOMBIA S.A. (hereinafter GLOBAL DATATEL), the present
Contract for Rendering of Professional Services is entered for the
implementation and putting in operation of the application software "SYSTEM 21",
which is regulated by the terms and conditions described herein:
GLOBAL DATATEL undertakes with DIDISA to provide and to render the services
referred in this Contract, under the terms and conditions agreed by the parties
for the effect, and contained herein:
1. APPLICABLE DOCUMENTS
The following documents, identified as appears in this document, are
incorporated herein and become part of this Contract for Rendering of
Professional Services, for all its effects:
Annex 1: Plan of Activities of the Project or Chronogram
Annex 2: Process for Control of Changes.
Annex 3: Proposal for the Rendering of Services
2. PROFESSIONAL SERVICES
GLOBAL DATATEL will provide to DIDISA, during the execution of the contract, the
following professional services:
a) Planning
b) Training and Advise
The services rendered by GLOBAL DATATEL will require the performance of
activities in Peru and in Colombia, according to instructions by DIDISA, and
subject to supervision.
2.1. DURATION OF THE CONTRACT:
With base in the scope of the Contract, the duration for the same is of 8
months, according to Chronogram (Annex 1), starting since the date of
subscription of the Act of Initiation of the Project and which shall have
finalized once subscribed the Act to a Acceptance of the SYSTEM by DIDISA, which
implies its full satisfaction, according to the acceptance criteria defined in
the Contract.
2.2. DEVELOPMENT OF THE PROJECT:
The methodology used during the Project considers a development of the same
through the following faces, which can be followed both in the initial
implementation and during the stage of migration between versions as well. Such
methodology is reflected in the Plan Of Activities Of The Project (Annex 1)
which has been defined between DIDISA and GLOBAL DATATEL.
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2.2.1 PLANNING AND DEVELOPMENTS
In this phase, GLOBAL DATATEL along with DIDISA will effect the following
activities aimed at giving the project since its beginning, both the structure
as the control mechanisms appropriate for its execution.
2.2.1.1 Management for coordination of the project
The activities a and b were performed and agreed previously to the subscription
of the present Contract:
a) Revision of the Chronogram of the Project, with base in the plan of
activities (Annex 1) of the present Contract.
b) Assignment of the human resources according to the Chronogram.
c) Definition and agreement between GLOBAL DATATEL and DIDISA about the
different policies and mechanisms to be used in the project for the control of
the conditions regarding the project's activities, the handling of changes, the
handling of problems and the follow-up meetings.
d) To coordinate the technical resources of GLOBAL DATATEL assigned to the
project.
e) To coordinate the activities for the support of DIDISA users during the
execution of the different stages regarding the implementation of the system.
f) To supervise training to DIDISA users.
g) To determine with base in its experience, the need to effect modifications to
the system or to the processes of DIDISA during the phase of implementation of
the project.
2.1.2 Development and spatial activities
Special activities regarding technical support, conversion of data,
personalization of documents or other development activities, which may be
determined as necessary during the implementation phase can be developed by
DIDISA but are no part of the contract.
2.2.3. Implementation
In this phase is performed the implementation of the different modules of the
SYSTEM. Implementation shall be understood as the execution of the stages for
each module, which are described herein, by the end of which each of such
modules or group of modules (in the case that several modules are tested at a
time) is or are accepted by DIDISA, thus being ready to be used in production
whenever DIDISA wants to.
2.2.2.1 Education
This phase consists in the training to DIDISA users for each module, with the
dedication and the resources described in the plan of activities of the project
(Annex 1) and the estimation of professional services rendering contained in the
final proposal (Annex story). By the end of such activities the users will have
received enough information to know each module and its mode of operation. After
each course an act of acceptance will be signed by DIDISA regarding the training
received in such course. DIDISA will perform an evaluation of the training
received by the users and from the Trainer, in order to identify deficiencies
and to request from GLOBAL DATATEL the repetition of the respective subject,
without additional costs, for one only time.
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2.2.2.2 Familiarization
With the activity foreseen for the familiarization phase, it is sought to
reaffirm the knowledge of training for each module, deepening into the purposes,
concepts, functions, possibilities and modes of operation. DIDISA users, with
the participation of GLOBAL DATATEL, will perform practices individual and/or in
growth to help them get used to the SYSTEM, to accommodate to its use and to
achieve enough comprehension about the already mentioned purposes, concepts,
functions, possibilities and modes of operation of the respective modules of the
SYSTEM.
2.2.2.3 Tour
The purpose of the activity is that DIDISA, with the help of GLOBAL DATATEL, can
acquire a detailed knowledge of the productivity of the SYSTEM in order to
determine:
a) What are the differences between the way for processing the SYSTEM and their
needs.
b) How to adapt the processes to adopt the functionality of the SYSTEM.
c) What functions will require adaptation in a posterior stage according to the
Control Of Changes Procedure (Annex 3).
d) What functions can be taken advantage of immediately to operate the business
as soon as each module is accepted in production.
2.2.2.4 Definitions (parametrization)
It comprises the definition by DIDISA, with the assistance of GLOBAL DATATEL, of
the tables and the parameters required for the operation of each module of the
SYSTEM. Likewise, it is important that DIDISA defines or modifies the processes
and/or procedures of the business, with the assistance of GLOBAL DATATEL and/or
SYSTEM 21, that may be required for the SYSTEM once such changes of processes or
procedures are checked out, justified an approved by the direction. Upon the end
of that activity, each module will be ready to be tested formally.
2.2.2.5 Tests
DIDISA with the assistance of GLOBAL DATATEL, will define the tests plan.
DIDISA will effect the acceptance tests of each module or group of modules,
taking as the base real cases of tests previously dictated. These cases of test
will comprise a sub-group representative of the functions by each module and its
execution will permit DIDISA to determine the operation of such modules.
In addition, basic operation and technical tests will be performed by the
Technical Group of the Project. Upon the successful end of the respective test
for each module or group of modules, an acceptance act will be signed by DIDISA
in which the part of the SYSTEM is accepted to GLOBAL DATATEL.
The previous activities: Education, Familiarization, Tour and Tests will be
performed in time and with the human resources related in the Plan Of Activities
Of The Project (Annex 1).
A dedication of resources from GLOBAL DATATEL to and/or from DIDISA lower than
that required by the project and/or not given in the dates agreed in the
Chronogram, may cause delays that will result in higher costs which will be
assumed by GLOBAL DATATEL and for DIDISA according to the responsibility of each
party regarding such lack, according to evaluation that for such effect will be
performed by the Direction Committee.
2.2.4 Final acceptance and closing of the project
The last phase of the project is the acceptance of the services offered by
GLOBAL DATATEL in the Contract. In practice, this phase is reduced to a meeting
between DIDISA and GLOBAL DATATEL, in which:
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o A review is performed of the products and services that GLOBAL DATATEL has
delivered to DIDISA and which DIDISA has accepted during the different phases
of the development of the project and about which DIDISA has stated its full
satisfaction, confirming its acceptance and as a consequence, releasing GLOBAL
DATATEL of responsibility as for the Project exposed.
2.2.5 Start
Start is understood the process in which DIDISA will start its activities in a
real basis through the use of the different modules, there will be an
accompaniment activity through which GLOBAL DATATEL will give DIDISA the support
required to perform some of these processes.
0.0.Xxxxxxxx in the SYSTEM
The cycle of education in the SYSTEM will be performed by GLOBAL DATATEL. These
courses can be held to in the premises of DIDISA, for which DIDISA shall provide
the logistic facilities required to work with the users (such as computer
stations, room, chairs, blackboard, paper). Each course is dictated to a group
with maximum 10 people. In case DIDISA requires the course to be dictated to
more people, the entire cost of the additional material will be on the account
of DIDISA.
DIDISA can require additional courses for different circumstances. In those
cases, GLOBAL DATATEL will invoice such courses at the fees agreed in the
Contract and the expenses incurred by GLOBAL DATATEL to give such courses will
be on the account of DIDISA. The list of courses with the respective duration is
specified in the plan of activities of the project (Annex 1) of the Contract.
3. ORGANIZATION OF THE PROJECT
In order to satisfy the needs by DIDISA, and to make easier the implementation
of the solution in the best way, and to end the project within the term agreed
in the working plan, each of the parties will assign the following human
resources:
3.1. By DIDISA
Manager of the project DIDISA will appoint a Manager of Project, with an
estimated dedication of six hours per day during the term of execution of the
project (See Annex 1 with the Plan Of Activities). His principal duties are:
a) Responsible of implementation:
b) Technical support to financial software:
c) Technical support to logistic software:
3.2 by GLOBAL DATATEL
GLOBAL DATATEL will appoint the following staff to the Project, that will be
engaged in the Project and will only be modified in common agreement with
DIDISA, in case of force majeure.
Coordinator of the project: Alba Xxxxx Xxxxxxxxx
Advisors from GLOBAL DATATEL:
Technician: Xxxxxxxx Xxxxx
Financial: Xxxx Xxxxxx Xxxxx
Distribution: Xxxxx Xxxxxxx Xxxx
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The dedication of the staff assigned by GLOBAL DATATEL is that stipulated in the
Final Proposal (Annex 3) and summarized in the following table:
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DURATION IN DAYS
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Education 28
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Familiarization and Tour 25
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Tests and Adjustments 15
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Start 6
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Project Management 15
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TOTAL: 89
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3.3 Committee of Project
This committee will hold meetings with a minimum periodicity of 15 days or less
if considered necessary, in order to review the status of the Project and to
take the decisions that may be necessary in order to fulfill the plan of the
project. Embodied by:
By DIDISA,
Responsible of Implementation: Xxxx Xxxxxx Xxxxxxxxx
Responsible of Financial Software: Xxxx xx Xxx/Xxxxx Xxxxxxxx
Responsible of Logistic Software: Xxxxxxxx Xxxxxxx/Xxxxxxx del Solar
By GLOBAL DATATEL,
Coordinator of Project: Alba Xxxxx Xxxxxxxxx
4. RESPONSIBILITIES
Without prejudice of any other that may be established in the present Contract,
the parties will have the following special responsibilities:
4.1 Responsibilities by DIDISA:
a) To assign the resources compromised by DIDISA.
b) To participate in all the follow-up meetings of the Project and to carry out
opportunely the requests that may impact the working plan of the project.
c) To participate in the Committees of Direction and Control.
d) To prepare and distribute the acts of the Committees and of the meetings of
the project.
4.2 Responsibilities by GLOBAL DATATEL
a) To assign the resources compromised and those considered necessary to insure
the success of the Project and the complete satisfaction by DIDISA in the same
conditions of price and way of payment established in the present Contract.
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b) To participate in all the follow-up meetings of the Project and to carry out
opportunely the requests that may impact the working plan of the Project.
c) To supply qualified personnel to perform the duties of coordinator and
adviser of GLOBAL DATATEL.
d) To document the modifications to the system.
5. PRICES AND WAY OF PAYMENT.
5.1 The Services
The estimated value of the services budgeted, according to the model 4.2
previous, for the implementation of the SYSTEM is based in the final proposal
(Annex 3) and in total are:
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DAILY FEE US$
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Education 650.00
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Familiarization 650.00
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Tour 650.00
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Tests and Adjustments 650.00
--------------------------------------------------------------------------------
Start 650.00
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Technical Advise/Development 650.00
--------------------------------------------------------------------------------
Project Management 650.00
--------------------------------------------------------------------------------
The professional services effectively rendered (Education, Familiarization, Tour
Support, Advise, Assistance in hours off-office and accompaniment to meetings of
project) will be consigned in a format designed for such effect, in the moment
in which the service is rendered and will be signed by an officer responsible
from GLOBAL DATATEL and from DIDISA. In a monthly basis the services rendered
will be invoiced (due month), plus applicable taxes and the corresponding
invoice shall be paid within a maximum term of ten days. The payment will be
made in U.S. dollars. It for any reason all the estimated work hours are not
used as well as of services to be rendered by GLOBAL DATATEL, DIDISA shall not
pay the total amount estimated of the services.
The assistance services implying a cost include the following probable
activities:
o Additional accompaniment to that indicated in the final proposal (Annex 3)
o Definition of processes and special forms.
o Participation of the officials by GLOBAL DATATEL in the follow-up meetings of
the Project.
o Assistance in conversion of files and in loading of data.
o Advise in industrial automation and MRP II systems.
o Analysis, design and programming, around the products offered by JBA.
In case that DIDISA may require from GLOBAL DATATEL services additional to those
indicated in the contract and also additional to the services required for the
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implementation process of System 21, for example needs for re-education for
reasons not attributable to GLOBAL DATATEL, these services will be charged at
the fees in force in the list of prices of GLOBAL DATATEL, in the moment of the
rendering of such service.
6. ASSORTED
6.1 Fulfillment warranty
GLOBAL DATATEL undertakes to constitute in benefit and to satisfaction of
DIDISA, within the 20 days following the date of subscription of the present
contract, in an insurance company legally established in Colombia and with
applicability into an insurance policy with an insured amount equivalent to 20%
of the estimated amount of the present Contract, in order to guarantee the
payment of the default of the obligations of the Contract, in effect for a term
of 8 months, starting since the subscription date.
6.2 Confidentiality
GLOBAL DATATEL undertakes to keep, and that its officials involved in the
execution of the present Contract, keep absolute reserve about any kind of
information, policy, process or operation which may have been disclosed to them
by DIDISA for the effects of presentation of its offer of services and the final
proposal or whatever is released to them during the execution of the present
Contract, and as a consequence GLOBAL DATATEL compromises not to reproduce, or
keep, and so to return as soon as these are not required any longer, any
document or information released to it, in the measure that its consultation is
not necessary for the execution of the object agreed herein.
6.3 Resolution Of Conflicts
a) TECHNICAL ARBITRATION: Any divergence arisen between the parties, as for any
technical aspect, which can not be resolved in a friendly and direct way between
the parties, will be submitted to a technical arbitration tribunal, conformed by
two technicians with expertise in the matter, who will be appointed by the
parties, one for each of these. If this procedure does not provide results, the
compromise clauses herein agreed will be applied.
6.4 NOTIFICATIONS:
Notifications: without prejudice of any stipulation on the contrary, agreed in
the same Contract, for the development of the special activities object of the
same, any notification in the development of the present Contract shall be
directed in writing to the other party and delivered in person or sent by mail,
to the officials identified herein, and delivered to the following address:
If to DIDISA:
Xxxxxx xx Xxxxxx 0000, Xxxxxxx
Xxxx, Xxxx
If to GLOBAL DATATEL,
Xxxxxxx 00 #00-00
Xxxxxxx xx Xxxxxx X.X. - Xxxxxxxx
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As evidence the present contract is subscribed on June 18, 1999.
DIDISA GLOBAL DATATEL DE COLOMBIA
XXXX XXXXXXX XXXXXXX XXXXXX MEJ1A XXXXXXX
L.E. No. 08222328 C.C. No. 10220623
General Manager General Manager.
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