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(EoI) Consultancy for Legal Support for the E-commerce Project

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Expression of Interest  (EoI) Consultancy for Legal Support for the E-commerce Project

 Introduction

The Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH is a federally owned international cooperation enterprise for sustainable development with worldwide operations. GIZ has worked in Rwanda for over 30 years. The primary objectives between the Government of Rwanda and the Federal Republic of Germany are poverty reduction and promotion of sustainable development. To achieve these objectives, GIZ Rwanda is active in the sectors of Decentralization and Good Governance, Economic Development and Employment Promotion, Energy and ICT (Information and Communications Technology).

 1.    Context

GIZ is a German Government-owned enterprise and entrusted with executing some of the German Government’s international cooperation activities. GIZ has been operating in Rwanda for more than 40 years, where it is currently active in sustainable economic development and employment promotion, decentralisation, good governance, energy and ICT.

Under the Special Initiative on Training and Job Creation (Invest for Jobs), the German Federal Ministry for Economic Cooperation and Development (BMZ) put together a package of measures to support private sector investments with high impact on employment in Africa. Invest for Jobs is operated by the Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH and currently active in seven African countries including Rwanda. In Rwanda, Invest for Jobs identifies, develops and promotes business and investment opportunities for domestic, German and other international companies. GIZ Invest for Jobs is commissioning this assignment on behalf of BMZ and will subsequently be the contracting partner of the successful contractor.

Rwanda is seeking to become a regional leader in ICT and its Government has been implementing corresponding strategies and programmes with the support of international partners. The utilisation of ICT and E-Commerce amongst Rwandan enterprises has improved in recent years, but much remains to be done. Available E-Commerce services in Rwanda include market places and portals, digital marketing and e-payments—to name but a few. In 2018, for example, the Government of Rwanda and the Alibaba Group officially launched the Electronic World Trade Platform with the objective of making it easier for Rwandan companies to participate in global trade.

To add thrust to these developments, the Rwandan Government has mandated the GIZ Invest for Jobs Programme with the implementation of the sub-project: Rwanda: Enabling the Future of E-Commerce (hereafter referred to as E-Commerce project). The aim of the e-commerce project is to set up infrastructures and supportive mechanisms for Rwandan small and medium-sized enterprises (SMEs) to sell goods via an online business to consumer (B2C) e-commerce marketplace for trading products and to a lesser extent services both domestically and cross-border. Sellers are exclusively Rwandan SMEs which may themselves produce some or all of the goods and services they trade. GIZ defines e-commerce as the purchase or sale of goods or services online. Payment and the ultimate delivery of the goods or services do not have to be conducted online.

The project’s cooperation partners are the Rwandan Ministry of Trade and Industry (MINICOM) and others from the Rwandan government (e.g. Ministry of ICT and Innovation (MINICT), the Rwandan Development Board (RDB), and the National Post Office (iPOSITA), the Rwandan ICT Chamber, as well as international courier services providers. In early 2020, the implementing responsibility for this project was transferred internally in GIZ to the Invest for Jobs Programme, with the mandate by MINICOM to support the Rwandan Government in achieving the following two key objectives:

  • Developing a future-proof business model for the sustained operations of an E-Commerce PPP and subsequently deploying and operating the PPP as guided by the model. The model shall include, inter alia, a PPP agreement, a revenue model, E-Commerce marketplaces for domestic and international sales, specifications for operating up to seven E-Commerce Service Centres located throughout Rwanda, agreements with fulfilment partners to provide services, and consignment agreements with goods/services sellers, the vast majority of them being SMEs.
  • Completing, deploying and operating the Odoo software suite for business which shall comprehensively support all business activities of the E-Commerce PPP. This includes operations of two E-Commerce marketplaces and all its associated ERP support systems (e.g. accounting, invoicing, payments, warehousing) at the back-offices of the E-Commerce Service Centres, its fulfilment partners, goods/services sellers, and possibly selected buyers.

To achieve these objectives, GIZ Invest for Jobs requires the services of a lawyer (hereafter referred to as contractor) to provide legal advisory services to the project, as further described in chapter 3 of this document.

Strategic Steering Committee and an Operational Committee have been set up to govern and coordinate the project’s work. Both must be closely consulted throughout the implementation of the project.

2.    Tasks to be performed by the contractor

The contractor is responsible for achieving the objective as per its indicators and the outputs and work packages described in this section of the EoI.

The E-Commerce Project is not a project by itself, but part of the GIZ Rwanda Invest for Jobs Programme and subsumed under the following Output: The capacities of Rwandan SMEs with growth potential have improved. Invest for Jobs will be the commissioning and controlling party of the contractor. We shall still occasionally refer to E-Commerce Project as a project throughout this document as it encompasses the characteristics of a project, such as being a temporary organisation created for the purpose of delivering business and technical products to an agreed business case.

Objective of this assignment: To provide legal advisory services to the initiative “Rwanda: Enabling the future of E-commerce”.

Objective indicators:

1)    Two E-commerce market places are fully operational under a Public-Private Partnership (PPP) agreement, including the contractual integration of all required fulfilment partners.

2)    600 Rwandan SMEs have registered goods or services on the E-Commerce marketplaces.

 Output 1: E-Commerce PPP is ready for operations

Output indicators:

1)    E-Commerce PPP Agreement drafted and signed by all parties

2)    Contractual agreements between the PPP and Rwandan SMEs, ECSC hosts, fulfilment partners and maintenance providers signed 

3)    Terms of use, cookie policies, data protection guidelines  and any other legal clauses required on the two e-commerce platforms (marketplaces) for ownership / commercial reasons, are agreed upon and approved by the Steering Committee of the E-commerce Initiative;

Output 2: Rwandan small and medium-sized enterprises from within and outside of Kigali successfully sell goods/services via the two e-commerce marketplaces of the E-Commerce Project

Output indicators:

1)    At least 300 SMEs registered as goods/services sellers on the two e-commerce marketplaces by the end of July 2021, assured by Consignment Agreements signed between the goods/services sellers and the operators of the E-Commerce PPP;

2)    At least 600 SMEs registered as goods/services sellers on the two e-commerce marketplaces by the end of December 2022, assured by Consignment Agreements signed between the goods/services sellers and the operators of the E-Commerce PPP;

Work Package 1: Provide legal support during the process of establishing the E-Commerce PPP

The GIZ Invest for Jobs Programme, with the support of implementing partners, is in the process of setting up an E-Commerce Public-Private Partnership (PPP) for the operations of two inter-linked online e-commerce marketplaces. The PPP shall be governed by a formal PPP Agreement, to be signed by all Implementing Partners. The contractor is expected to provide legal advisory services in the process of negotiating, drafting and signing this PPP Agreement, as required by the project implementation unit.

Upon conclusion of the PPP Agreement, contractual agreements will need to be signed between the PPP and Rwandan goods/services sellers (SMEs), up to seven E-Commerce Services Centres (ECSCs), fulfilment partners and maintenance providers. The contractor is expected to facilitate the process of negotiating, drafting, and signing these contractual agreements, as required by the project implementation unit.

Further, the two online e-commerce marketplaces need to be operated in accordance with legally binding terms of use, data protection guidelines, cookie policies, etc. The contractor is expected to advise and support the project with the drafting of the required legal clauses in this regard. As the E-Commerce PPP is currently still being formed, it will be necessary to draft an initial set of clauses for a preliminary pilot phase of approximately six months, during which the two e-commerce marketplaces may need to be operated by an implementing partner on behalf of the E-Commerce PPP. Once the E-Commerce PPP has been formed, these clauses need to be revised to ensure that they reflect the terms and conditions agreed upon in the overarching E-Commerce PPP Agreement.

Milestones for work package 1

Delivery date/period

Platform ownership, terms of use, data protection, cookie policies, and any other regulatory issues addressed, agreed upon with Project Steering Committee, and documented through required legal clauses on the two online e-commerce marketplaces.

January 2021 (for initial pilot phase)

 

June 2021 (for the official launch of e-commerce marketplaces)

E-Commerce PPP agreement signed by all partners

June 2021

 

Partnership agreements with fulfilment partners signed

June 2021

Work Package 2: Provide legal support to goods/services sellers (SMEs)

During the course of the e-commerce project, it is expected that up to 600 SMEs will register as goods/services sellers on either one or both of the two e-commerce marketplaces. The aim of the project is to facilitate the registration of the first 100 goods/services sellers (SMEs) by the end of January 2021. By the end of July 2021, at least 300 goods/services sellers are expected to be registered on the two e-commerce marketplaces, and by the end of 2022, the project aims to have up to 600 SMEs registered as goods/services sellers.

For each SME that wants to register as a goods/services seller on either of the two e-commerce marketplaces, a consignment agreement needs to be signed between the E-Commerce PPP as the operator of the platform, and the SME as the goods/services seller.

In this regard, the contractor will be tasked with the following:

  • Revise the existing draft Consignment Agreement and agree upon a final version with the Steering Committee of the E-Commerce Initiative.
  • Introduce the Consignment Agreement to SMEs interested in selling goods/services via either of the two e-commerce marketplaces during a series of SME registration workshops.
  • Responding to the concerns or questions of SMEs to enable them to better understand the content of the consignment agreements to be signed.
  • Facilitate the process of signing the consignment agreements between specific goods/services sellers (SMEs) and the temporary/permanent management structure of the E-Commerce PPP.

Milestones for work package 2

Delivery date/period

Consignment Agreement drafted and agreed upon with Project Steering Committee  

January 2021  

Consignment Agreements signed with at least 100 goods/services sellers

January 2021

Consignment Agreements signed with at least 300 goods/services sellers

July 2021

Consignment Agreements signed with up to 600 goods/services sellers

December 2022

3.    Personnel concept

The contractor is required to provide personnel who is suited to filling the positions described, based on their CVs, the range of tasks involved and the required qualifications. The below-specified qualifications represent the requirements to reach the maximum number of points.

Legal Advisor

Tasks of the Legal Advisor

The legal advisor will have full responsibility to deliver the scope of work outlined in these Terms of Reference, with specific emphasis on the specific tasks, milestones, and deliverables outlined in chapter 2 under work packages 1 and 2.

Qualifications of the Legal Advisor

  • Education/Training: University degree (bachelor’s/master’s) in Law, or other related degrees, if complemented by relevant professional experience;
  • Languages: Excellent written and oral knowledge of English
  • General professional experience: 10 years of professional experience as a registered lawyer
  • Specific professional experience: 5 years of professional experience in the field of commercial law and/or e-commerce law;
  • Leadership/management experience: N/A
  • Regional experience: 5 years of work experience in Rwanda;
  • Development cooperation (DC) experience: N/A
  • Other: N/A

4.    Timeframe of the assignment

The assignment shall be conducted between 10th November 2020 and 31st December 2022 as specified in the table below:

Activity:

Date:

Contract start:

10th  November 2020 

Preparatory meetings with GIZ and key stakeholders

12th November 2020

Work package 1

November 2020 – June 2021, as specified in the deliverable table in chapter 2, under work package 1

Work package 2

January 2021 – December 2022, as specified in the deliverable table in chapter 2, under work package 2

Contract end: 

31st December 2022

Submission of final project report

31st January 2023

5.    Costing requirements

Assignment of personnel:

Legal Advisor: up to 116 expert days, as detailed below:  

Activity

Working days

Facilitation of drafting of E-Commerce PPP Agreement

up to 5 expert days

Facilitate the drafting of contracts / MoUs with fulfilment / implementing partners

up to 5 expert days

Facilitate drafting of terms of use, data protection policy, cookie policy, etc. for the two e-commerce marketplaces

up to 10 expert days

Draft consignment agreement

up to 1 expert day

Facilitate information session for up to 600 goods/services, sellers, in up to 40 SME registration workshops with a maximum of 15 participants each, based on a 4 hour-long information session per workshop

up to 20 expert days

Facilitate the signing of consignment agreements with up to 600 goods/services sellers, and up to one hour in legal support per goods/services sellers

up to 75 expert days

Total expert days:

up to 116 expert days

In the contract, the contractor has no claim to fully exhaust the days/travel/workshops/ budgets. The number of days/travel/workshops and the budget amount shall be agreed in the contract as ‘up to’ amounts.

Workshops / Trainings

To the extent that workshops will be required, these will be facilitated and financed directly by GIZ and/or another implementing partner. Costs for workshops should not be budgeted.

Flexible remuneration item

Not applicable

Equipment and consumables

Not applicable

6.    Inputs of GIZ or other actors

GIZ is expected to make the following available:

  • Provide access to political stakeholders and the relevant partner network of the e-commerce project.

7.    Requirements and submission of EoI

Only consultancy firm registered in Rwanda are eligible to apply to this assignment, no individual consultant will be accepted.

 EoI will be evaluated based on the following criteria:

  • Company or individual profile,
  • Relevant experience,
  • Company strategies to assure agility, flexibility and responsiveness,
  • Personnel and,
  • Financial offer.

For Technical Proposal:

 The structure of the technical proposal must correspond to the structure of the EoI The detailed structure of the concept should be followed in the preparation of the EoI and will be marked in accordance with weighted criteria.

The EoI must be legible (font size 11 or larger), in English language and must not exceed 15 pages (excluding CVs).

If one of the maximum page lengths is exceeded, the content appearing after the cut-off point will not be included in the assessment.

  • A cover letter expressing interest in this assignment.
  • Technical Proposal with a brief description of why you would be considered as the most suitable for the assignment, relevant expertise, and a detailed clear methodology, on how will be your approach and complete the assignment.
  • The CVs shall not exceed 4 pages.
  • Company registration certificate (RDB)
  • VAT registration certificate if available.
  • Proof of successful completion of related assignments.
  • Latest tax clearance certificate

For the Financial Proposal: 

The Financial Proposal indicates the all-inclusive total contract price, supported by a breakdown of all costs. The cost must be in RWF and VAT excluded.

Please submit your EoI documents in two separate envelopes (1 for technical offer and 1 for a financial offer) until latest Thursday 29 October 2020 at 4:00 pm, at the front desk of:

 

GIZ Office Kigali/Rwanda

KN 41 Street / Nr.17 – Kiyovu

B.P 59 Kigali – Rwanda

GIZ reserves all rights