FRANCHISEE Agreement Standard CLDO

FRANCHISE

CENTRE AGREEMENT

This Franchise Centre Agreement (Agreement hereinafter) is executed at Kigali,

Rwanda on this day of 28 March, 2012 between:

Airtel Rwanda Ltd a company incorporated under the laws of Rwanda, having its
registered office at K-Advocates & Partners, Nyarutarama, P.O.Box 7286, Kigali,
Rwanda

(hereinafter referred to as the Airtel which expression shall, unless

repugnant to the context, mean and include its permitted assigns) on the ONE
PART

AND
, (hereinafter referred to as
Franchisee, which
expression shall unless repugnant to the subject or context mean and include its

successors, assigns, legal heirs and administrators), of the OTHER PART.

WHEREAS:

A.

AIRTEL is inter-alia engaged in the business of providing various telecom

services including Mobile
Enterprise Services

B.

Services,

Broadband,Telephone

Services

and

For the promotion and marketing of its Services (as defined hereinafter)

including other related and value added services, AIRTEL has desired to
avail the co-operation of entities for soliciting and obtaining subscriptions
for its Services.

C.

Franchisee has approached AIRTEL and has expressed its keen desire to be
appointed as one of the independent associates of AIRTEL to undertake the

job of promoting and marketing of Services of AIRTEL to the potential

Customers, to obtain new subscriptions, under an Agreement with AIRTEL.
D.

Franchisee has also represented that it has the necessary infrastructure,

E.

On the aforesaid representations made by Franchisee to AIRTEL, the Parties

hereby enter into this Agreement for the agreed services on the terms and

manpower and experience in the above area and possess the financial
capabilities to perform the above functions and such other functions as may
be assigned to it by AIRTEL from time to time.

conditions appearing hereinafter.

NOW THIS AGREEMENT WITNESSETH THE TERMS AND CONDITIONS
DETAILED HEREUNDER

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1.

INTERPRETATION

1.1

GENERAL
1.1.1

References made in this Agreement to Clauses and Articles shall be

to the Clauses and Articles of this Agreement.

1.1.2

Headings in this Agreement are for the convenience of reference only

and shall not govern or affect the construction or interpretation of

the text of the clauses of this Agreement. Any Explanation is to be

treated as an integral part of this Agreement.
1.2.3

Words importing singular shall include the plural and vice versa, and

the words importing the male gender shall also include for its
purpose the female gender and vice versa.
1.2.4

1.2

The term Party shall refer to AIRTEL and FRANCHISEE individually,

while collectively they shall be referred to as the Parties.

DEFINITIONS
In this Agreement the following words will have the meanings specified
below:
Agreement

means this agreement

dated

Schedules, Annexures and Exhibits between the Parties.

including

all its

Forms shall mean and include the Customer Enrolment Forms, Airtel
Prepaid Enrollment Forms and such other Forms as may be required for the
various Services provided by AIRTEL from time to time and other Value
Added Services related documents/ enrolment forms of AIRTEL.

Services shall mean and include Cellular Mobile Telephone Services,

Broadband and Telephone Services, Enterprise Services and such other
Services, as may be provided by AIRTEL to the Customers, from time to
time.

Customer shall mean any person who has subscribed for any Services of
AIRTEL.
Law(s) shall mean and include laws, treaties, ordinances, judgments,
decrees, injunctions, writs, orders and stipulations of any competent court,

arbitrator or governmental agency or authority coming under the

jurisdiction of the Territory of Republic of Rwanda and statutes, rules,
regulations, orders and interpretations thereof of any state, municipal,
regional, environmental or other governmental body instrumentality,
agency, authority, or other body having jurisdiction over the Parties.

2.

SCOPE OF AGREEMENT

2.1

FRANCHISEE shall solicit and obtain subscriptions for the Services and also
market and promote the same on the terms and conditions contained in this

Agreement. In addition FRANCHISEE shall promote the Value Added

Services and such other Services as may be desired by AIRTEL from time to
time.
2.2

In addition

FRANCHISEE

shall also provide

and ensure

comprehensive

customer services including but not limited to business promotion, bill

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collection,

cash

collections,

allocated Customer Base.

retention,

churn

management

etc.

for

its

The detailed Scope of Work of FRANCHISEE is attached as Exhibit A.

3.

TERM
This Agreement

shall be effective

from the date of execution

of the

Agreement and shall be valid for a term of Two years unless earlier
terminated by either of the Parties in accordance with the terms of this
Agreement.

4.

NON-EXCLUSIVITY
It is expressly

understood

that

this

Agreement

does

not confer

any

exclusive right to FRANCHISEE to market and promote the Services nor

does the Agreement

give any territorial

right to FRANCHISEE.

AIRTEL

expressly reserves its right to enter into similar arrangements with other
party(ies) to market and promote the Services and to market the Services
directly to the Customers and end users if considered appropriate in terms
of business exigency and market requirements.

5.

SHOWROOM

5.1

FRANCHISEE specifically understands and acknowledges that AIRTEL has

provided
showroom
space
to
FRANCHISEE
at

comprising of built up area of

sq.ft.
(hereinafter referred to as Licensed Premises), strictly on a license
basis, only till the term of this Agreement or early termination thereof
or
till desired by AIRTEL for running its operations at the Licensed
Premises. It is also understood between the Parties that Licensed Premises
has been provided by AIRTEL to FRANCHISEE to undertake the job of
promoting and marketing of services of AIRTEL to the potential Customers,
to obtain new subscriptions al
5.2

It is specifically understood by FRANCHISEE that this agreement shall come

to an end automatically and simultaneously upon termination of the Lease
Agreement for the Licensed Premises between AIRTEL and landlord/ owner
of said Licensed Premises. However in case this Agreement is terminated
solely by reason of termination of Lease Agreement between AIRTEL and
landlord/ owner of the Licensed Premises then AIRTEL may endeavour to

take another showroom space/ premises on lease in the vicinity of the

Licensed Premises and FRANCHISEE shall have the first right of refusal with
respect to maintaining showroom space in said premises.
5.3

FRANCHISEE specifically agrees to vacate the Licensed Premises, without

any protest or demur, immediately upon receiving any notice of termination

from AIRTEL under this Agreement.

5.4

5.5

To enhance the customer experience and for standardization

purposes,

FRANCHISEE shall install the infrastructure facilities/ material (including

hardware and software) at
the
Licensed premises as
per the
Infrastructure Specifications defined in Exhibit B.
It is specifically covenanted that FRANCHISEE has only been granted the

right to operate from the Licensed Premises in respect of its business

operations in furtherance of its obligations under this Agreement. No rights

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whatsoever, including any tenancy rights is created or exists at present or

in future in favour of FRANCHISEE in or upon the Licensed Premises.

5.6

FRANCHISEE

shall only operate

and manage

the showroom

from the

Licensed Premises and shall not shift from or modify the Licensed Premises
without the prior written permission of AIRTEL.
5.7

FRANCHISEE agrees to provide all necessary assistance to AIRTEL, in the

event AIRTEL wants any of its representatives stationed at the Licensed

Premises for the collection of cash, cheques or other instruments or to
handle the Customers complaints or for any other reason deemed
appropriate by AIRTEL.

6.
6.1

MAINTENANCE OF SHOWROOM/ LICENSED PREMISES

It is expressly agreed by FRANCHISEE that the maintenance of the show
room in the Licensed Premises is the sole responsibility of FRANCHISEE and

all its operating and maintenance expenses including day-to-day running

expenses viz. electricity charges, water charges etc. shall be borne by

FRANCHISEE.
6.2

The Licensed Premises shall be maintained as per the upkeep norms issued
by AIRTEL from time to time. The design and specification of showroom

shall always be maintained strictly as recommended by AIRTEL from time to

time. It is expressly understood by FRANCHISEE that in case FRANCHISEE
fails to maintain Licensed Premised as per said upkeep norms of AIRTEL
then in such case AIRTEL reserves the right to get the Licensed Premised

repaired/ maintain at its own cost and such cost shall be recovered from
any amount payable
(including commission/payout etc) by AIRTEL to
FRANCHISEE.
6.3

6.4

FRANCHISEE shall be solely responsible at its own cost for obtaining all

necessary approvals, sanctions, permissions, licenses for the operation and

maintenance of the showroom and for the conduct of its business from any
Municipal, Local or Government Authority/ies or any other statutory body.
AIRTEL shall not be liable for any loss, pilferage or damage to the products
stored at the Licensed Premises and any loss, damage or pilferage caused

to such items shall be to the sole account of FRANCHISEE.

7.

PAYMENTS

7.1

All payments to be made by the Parties in terms of this Agreement shall be

by way of cash deposits only, However all the FRANCHISEE having account
in the bank designated by Airtel, will be paid through electronic banking
channels RTGS/NEFT. AIRTEL shall always have additional right to make
any upfront deduction from the commission and/or incentive payable to
FRANCHISEE for any amount of AIRTEL that is outstanding from

FRANCHISEE. The payments between the Parties shall be governed by

Exhibit C viz. Commercial Terms, which shall form part of this
Agreement. The said commercial terms are liable to change at the sole
discretion of AIRTEL and any and all such changes shall be communicated to
FRANCHISEE in writing.

7.2

All Payments to be made in terms of this Agreement will be subject to the

deduction of tax at source, wherever applicable, as per the provisions of the

applicable law in the Republic of Rwanda from time to time.

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7.3

7.4

No other costs, payments and expenses would be borne by AIRTEL unless

specifically mentioned in this Agreement or mutually agreed in writing in

advance.
All tax liabilities arising in connection with or out of the Agreement
transactions

pertaining

to

FRANCHISEE

shall

be

the

responsibility

of

FRANCHISEE.
7.6

In addition to the covenants stated hereinabove, AIRTEL shall have the right
at any time and at its own discretion to adjust against the commission
payable to FRANCHISEE, any amount owed by FRANCHISEE to AIRTEL
either under this Agreement or otherwise as well as all costs, charges

expenses and losses incurred/sustained by AIRTEL and recoverable from

FRANCHISEE in terms of this Agreement.
8.
8.1

SECURITY DEPOSIT
At the time of the execution of this Agreement, FRANCHISEE shall deposit
an interest free refundable security deposit as mentioned

in Exhibit C

[Commercial Terms] for the due performance of the terms and conditions
of this Agreement and further in order to secure AIRTEL against any loss,
damage or cost of hardship caused to AIRTEL on account of breach of the
term/s of this Agreement by FRANCHISEE together with any penalty that

may be imposed by AIRTEL, from time to time. This security deposit shall
be refundable by AIRTEL to FRANCHISEE on the termination of this
Agreement
AIRTEL.

8.2

after adjustments

of any dues payable

by FRANCHISEE

to

The Security Deposit may be forfeited by AIRTEL to recover any amount

payable by FRANCHISEE and also in the event of violation of any terms and
conditions of the Agreement. In the event if such forfeiture, FRANCHISEE
shall immediately credit the amount debited from the security deposit to

ensure that the security deposit is never short of the required amount.
8.3

FRANCHISEE shall provide additional interest free security deposit, as and

when intimated by AIRTEL, in view of the business requirements and
transactions between the Parties within a period of thirty (30) days of
written intimation by AIRTEL to FRANCHISEE. In case FRANCHISEE does not

submit an additional Security Deposit as required by AIRTEL, the same

would amount to breach of this Agreement and this Agreement may be
terminated forthwith at the option of AIRTEL.
9.

TAXES
All tax liabilities arising in connection with the Agreement transactions
pertaining to FRANCHISEE shall be the responsibility of FRANCHISEE.
However, nothing contained herein shall prevent AIRTEL from deducting tax
at source as required by law from the payments due to FRANCHISEE.

10.

RELATIONSHIP

10.1

This Agreement is on a Principal-to-Principal basis and does not create any

employee-employer relationship between the Parties. FRANCHISEE, its

employees, agents and representatives shall provide services as

independent entity and nothing contained herein shall be deemed to create
any partnership, joint venture between the Parties or a merger of their

assets or their fiscal or other liabilities or undertakings or create any

employment or relationship of principal and agent between AIRTEL and
FRANCHISEE and/or its representatives, employees and agents.
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10.2

At no time shall FRANCHISEE represent to any third party that the scope of
its association with AIRTEL extends beyond the scope of this Agreement.
Persons employed by FRANCHISEE

will be under the sole and exclusive

direction and control of FRANCHISEE and shall not be considered employees

of AIRTEL for any purpose.
10.3

FRANCHISEE shall employ and issue its own identity cards to its employees

for carrying out its obligations under the Agreement. Persons so employed
shall have no claim either for employment or for any money against AIRTEL.
All contractual and statutory payments, including wages and salaries to the
employees of FRANCHISEE shall be the sole liability and responsibility of

FRANCHISEE, however AIRTEL shall have the right to prescribe guidelines

with respect to the salaries to be given to FRANCHISEE employees.
FRANCHISEE shall not employ any person to carry out its obligations under

this Agreement without giving a letter of appointment in writing and

FRANCHISEE

shall be solely liable and responsible

for all claims of its

employees.
11.
11.1

AUDIT
During the term of this Agreement, and for a period of six months
thereafter, AIRTEL, at its sole expense reserves the right to audit, inspect,

and make copies or extracts of relevant financial statements, systems and

processes and records (Documents) associated with FRANCHISEEs
performance under this Agreement. The scope of this audit will be limited
to transactions arising out of or in connection with the terms of this

Agreement. AIRTEL may conduct audit either directly or through its

consultants or agents (Auditor) during the normal business hours of
FRANCHISEE. However no such Audit shall be conducted unless
FRANCHISEE has been given advance intimation in this regard.
11.2

AIRTEL or any Auditor appointed by AIRTEL, shall have unrestricted access

to all Documents whether maintained electronically or otherwise including
but not limited to the right to call for Documents and explanations from the
employees of FRANCHISEE, as it may think necessary for performance of its
duties as an Auditor. FRANCHISEE shall always cooperate and assist with
AIRTEL and its Auditor and provide all Documents and other relevant data

and information, as and when required, for conducting audit including not
limited to investigate any allegations/ instances of fraud.
11.3

AIRTEL shall always ensure confidentiality of the Documents and findings of

the audits, however if required, AIRTEL may share the relevant audit
observations with its statutory Auditors, any internal committee of AIRTEL
including but not limited to the Audit Committee of the Board of Directors of
AIRTEL or any other Governmental/ Statutory/ Judicial/ Quasi-Judicial body
(ies).

11.4

In the event the audit findings relate, to overcharging, misrepresentations,

unethical practice, fraud or breach of terms and conditions of the
agreement, AIRTEL shall have all or any of the rights stated herein against
FRANCHISEE (a) to recover the overcharged amount; (b) to suspend/stop
all the outstanding/future payments; (c) to terminate the agreement

forthwith without prejudice to other rights under law and contract

12.

CODE OF CONDUCT

12.1

Parties agree to conduct all their dealings with the other Party, its
management, employees and other business associates, in a very ethical
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manner. This includes billing for only the Services provided and seeking to

be compensated fairly as per the business arrangements and not in any

other unfair manner.
12.2

AIRTEL, in its Code of Conduct strictly prohibits its employees from

demanding/

accepting or payment of illegal gratification

in the form of

bribes or kickbacks either in cash or in kind in the course of all their

dealings with outside parties. This is to ensure there is no conflict of interest

in their dealings with AIRTELs business associates. FRANCHISEE agrees

that it shall always comply with the AIRTELs Code of Conduct.
12.3

AIRTEL

expects

and

requires

FRANCHISEE

to

refrain

from

giving

or

attempting to pay illegal gratification/ bribes/ kickbacks to any of its

employee. Any attempts to provide such personal gratification to AIRTELs
employee will be viewed in a very serious manner and where there is

confirmation of such instances, it may lead to:

12.4

a.

Cessation of all business dealings with FRANCHISEE.

b.

Blacklisting FRANCHISEE and its associates for any future business.

c.
d.
e.

Levy of a financial penalty.

Reporting of matter to law enforcement agencies.
Appropriate legal action, where necessary.

FRANCHISEE will provide all possible assistance to investigate any possible

instances of Unethical behaviour or Code of Conduct violations by an
employee of AIRTEL.

12.5
12.6

FRANCHISEE will disclose forthwith any breach of the AIRTELs Code of

Conduct, in writing, that comes to its knowledge.
FRANCHISEE undertakes to confirm its compliance to Ethical dealings on an
annual basis, by signing a certificate to the effect that it has complied with

AIRTELs Code of Conduct in all dealings with AIRTEL.

13.

STATUTORY COMPLIANCES

13.1

FRANCHISEE shall be entirely responsible for the deployment of necessary

resources, equipments and facilities etc. and ensure that its obligations

under this Agreement are rendered/ delivered, only, through its

employees. Further, FRANCHISEE shall comply with all applicable
legislations including labour welfare legislations and statutes as applicable
from time to time in the Republic of Rwanda , AIRTEL shall not be liable in

any manner whatsoever for any non-compliance on part of FRANCHISEE of

the applicable laws and in the event of any adverse claim of whatsoever
nature arising thereof, the entire burden shall be strictly borne by
FRANCHISEE.
13.2

FRANCHISEE

shall maintain all requisite records, registers and books of

accounts etc. which are obligatory under any applicable law to the works
and business of AIRTEL and shall provide such information
required under any law to any authority.
14.

14.1

as may be

REPRESENTATIONS & WARRANTIES

Each of the Parties represents and warrants in relation to itself to the other
that:

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a.

It has all requisite corporate power and authority to execute, deliver

b.

It has all necessary statutory and regulatory permissions, approvals

and perform its obligations under this Agreement and has been fully
authorized by all requisite corporate actions to do so;
and permits for the running and operation of its establishment for the
conduct of its business, more particularly for the Services as provided

for in this Agreement.

c.

It has

full

right,

title

and

interest

in

and

to all trade

names,

trademarks, service marks, logos symbols and other proprietary

marks (collectively IPR) including limited right of use of those owned

d.
e.

by any of its vendors, affiliates or subcontractors) which if it provides

to other party, for use related to the Services, will not infringe the
marks of any third party.

It will provide such cooperation as other party reasonably requests in

order to give full effect to the provisions of this Agreement.

The execution and performance of this Agreement by either of the

Parties does not and shall not violate any provision of any existing

Agreement with any Party.

14.2

FRANCHISEE further represents and covenants as follows:

a.

It has the requisite experience, expertise, manpower, mobility and

communication modes required to efficiently perform and conduct the

b.

Services for AIRTEL.

It will perform its obligations under this Agreement in compliance with
all applicable and enforceable laws, ordinances and regulations and will
obtain and maintain in full force and effect, any permits, licenses,

c.

consents, approvals and authorizations necessary for the performance

of its obligations hereunder.
It will perform its obligations with requisite care and skill and as per
the specifications as prescribed in Exhibit A or as may be given by
AIRTEL from time to time and in the absence of the same as per the

d.

e.

15.

industry standards.
During the Term, AIRTEL shall have the right to access and use
software and materials provided by FRANCHISEE and provide AIRTEL
the right to access and use FRANCHISEEs materials in such a manner
for AIRTEL to receive the deliverable of FRANCHISEE under this
Agreement.

It undertakes that the employees who are engaged in providing the

Services to AIRTEL will not be engaged in any manner whatsoever in
providing Services of a similar nature to a competitor of AIRTEL.

NO IMPLIED WARRANTY
Except as provided in this Section 14 above (Representations and
Warranties), there are no express warranties, representations, undertakings
or conditions (statutory or otherwise) and there are no implied warranties,
representations,
undertakings,
or conditions
(statutory
or otherwise)

including the implied warranties of merchantability and fitness for a

particular purpose in this Agreement, whether the same is identified as
confidential or not.
16.

16.1

INDEMNIFICATION

FRANCHISEE hereby indemnifies, hold harmless and undertakes to defend

AIRTEL, its Affiliates and their respective employees, officers and directors

against any claim by a third party, including Statutory Authority/s, but not
limited to damages, costs, expenses as a result of such claim with regard
to:
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a. The extent that Services provided to AIRTEL by FRANCHISEE under this

Agreement infringes any third partys Intellectual Property
Rights.
b.

Taxes/charges/cess/levies

(interest

or

penalties

assessed

thereon)

against AIRTEL that are obligations of FRANCHISEE pursuant to this

Agreement;

c. Any damages for bodily injury (including death) and damage to real
property and tangible personal property caused by FRANCHISEE;

d. Any claim or action by or on behalf of FRANCHISEEs personnel based on

his or her employment with FRANCHISEE, including claims arising under
occupational health and safety, workers compensation, provident fund
or other applicable laws or regulations;

e. Claims by government regulators or agencies for fines, penalties,

sanctions or other remedies arising from or in connection with

FRANCHISEEs failure to comply with its regulatory / legal requirements

and compliances.
f.

Any claim on account of breach of confidentiality and security of data

occurring

as

result

of

acts

of

omissions

or

commission of

FRANCHISEEs employees or sub-contractors.

g. Any claim occurring on account of misconduct, negligence or wrongful

acts of omission and commission of employees of FRANCHISEE, and/or
its subcontractors.
h. Any claim occurring

on account of misuse or negligent

misuse of systems, failure to follow established

FRANCHISEEs and/or Sub-contractors employees.

16.2

FRANCHISEE,

its

Partners/Directors

hereby

unequivocally

application,

procedure

by

undertake

to

jointly and severally indemnify, defend and agree to hold harmless AIRTEL
including each and all Promoters, Directors, Officers, Employees of AIRTEL
against each and all losses, liabilities, punitive measures, penalties,
damages, claims, actions, proceedings, cost and expenses, including
reasonable

attorneys

fees

and

disbursements

in connection

therewith,

asserted against or incurred by AIRTEL which arise out of or result from or

payable on account of the
FRANCHISEE failing to comply with the
provisions relating to Customer verification.
It is further clarified and
agreed that any present or subsequent directions of DoT, whether it forms
part of this Agreement or not, shall be deemed to be a part of this
Agreement and shall be fully complied with by FRANCHISEE.

16.3

FRANCHISEE shall at all times indemnify and keep indemnified AIRTEL

against any/ all claims of/ by its employees raised on AIRTEL including but
not restricted to the claims under non-compliance of any applicable labour

16.4

welfare legislations as may be in force in the Republic of Rwanda from time

to time.
It is agreed and understood by FRANCHISEE that the computer
system/software/ hardware of AIRTEL to which it has an access to, is very
crucial to AIRTEL and any improper use thereof, intentionally or otherwise,
shall result in huge losses to AIRTEL. In the event AIRTEL suffers any loss

or damage due to such unauthorised or improper use and/or negligence,

FRANCHISEE undertakes to indemnify AIRTEL fully with respect thereto.
17.

CONFIDENTIALITY

17.1

In addition to all data that is marked as Confidential, all customer related

data and information, proprietary data and databases, all trade secrets,
know how licenses, know how formulae and processes shall be deemed to

be confidential for the purposes of this Agreement, whether the same is

identified as confidential or not.

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17.2

FRANCHISEE

will

keep

confidential

all

data

provided

by

AIRTEL

and

resultant data generated by FRANCHISEE relating to the performance of its

Services under this Agreement and will not use it for any purpose other
than to perform its obligations under this Agreement.

FRANCHISEE shall

keep confidential and use only for purposes of this Agreement:

information

communicated

(i) all

to it by AIRTEL whether before or after the

Effective Date; (ii) all data that is confidential to which it has access in
connection with the Services, whether before or after the Effective Date; and

(iii) this Agreement and the Parties' rights and obligations under this
Agreement. FRANCHISEE shall use the same means as it uses to protect its
own confidential information, but in no event less than reasonable means, to
prevent the disclosure and to protect the confidentiality thereof.
No such

information will be disclosed to third parties by FRANCHISEE without the

prior written consent of AIRTEL except as provided in this section.
17.3

Notwithstanding the other provisions of this paragraph, neither Party shall

be prevented from disclosing confidential information: (i) that, at the time

of disclosure, was in the public domain, (ii) that was lawfully disclosed on a
non-confidential basis by a third party who is not bound by a confidentiality

agreement with either Party, (iii) that is disclosed with the Parties prior
written approval or (iv) to the recipient Partys attorney, auditors, insurers,
subcontractors and employees who have a need to access such confidential
information

in

connection

with

their

employment

(or

engagement,

if

applicable) by the recipient Party; (v) that is in response to valid legal

process, whether issued by a court or administrative or regulatory body. If
confidential information is required to be disclosed pursuant to a requirement
of a legal process, the Party required to disclose the confidential information,

to the extent possible, shall provide the other Party with timely prior notice
of such requirement and shall coordinate with such other Party in an effort
to limit the nature and scope of such required disclosure.
17.4

At the expiration or termination of this Agreement, for any reasons as

provided for in the Agreement, all such documented confidential

information (and all copies thereof whether in the documented form or disc
or in any other media) owned by a Party (Requesting Party hereinafter)
will be returned immediately
to the Requesting
Party or will be
destroyed, with written certification thereof being given to the Requesting
Party, provided that each party may retain, in the sole custody of its Legal
Counsels Office, certain categories of confidential information identified to

the Requesting Party and which are reasonably necessary to substantiate

compliance with this Agreement or otherwise required for financial or
operational auditing purposes. Any residual retention will remain subject to
the confidentiality obligations under this Agreement. When such retained
information is no longer reasonably required, it shall be returned to the
Requesting Party or will be destroyed, with written certification thereof to
the Requesting Party.
17.5

The contents of this Agreement shall be deemed to be confidential.

This
clause shall survive for a period of 5 years from the date of termination and

earlier determination of this Agreement.

18.
18.1

INTELLECTUAL PROPERTY RIGHTS

Except as provided for in this Agreement, FRANCHISEE shall not acquire

any right to use, and shall not use without AIRTELs prior written permission
in each instance, the names, characters, artwork, designs, trade names,
trademarks, or service marks or any other intellectual property rights of

AIRTEL (collectively IPR hereinafter), in any manner whatsoever.

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18.2

FRANCHISEE

accepts for all purposes that any IPR affixed or used by

AIRTEL or by any of AIRTELs affiliated companies, whether registered or

not, constitute the exclusive property of AIRTEL or its affiliated companies
and cannot be used except in connection with the promotion of the services

of AIRTEL and without the prior written consent of AIRTEL. FRANCHISEE

shall not contest, at any time, the right of AIRTEL or its affiliated companies

to any IPR used or claimed by AIRTEL.

18.3

During the term of this Agreement, FRANCHISEE is authorised to use

AIRTELs IPR only in connection with FRANCHISEEs commitments as set out
in this Agreement. FRANCHISEEs use of such IPR shall be in accordance
with the guidelines issued by AIRTEL. Nothing herein shall give FRANCHISEE

any interest in such IPR. In the event of termination of this Agreement,

howsoever caused, FRANCHISEEs right to use such IPR shall cease
forthwith from the date of termination

of this Agreement. FRANCHISEE

agrees not to attach any additional trademarks, logos or trade designations

to the IPR of AIRTEL.
18.4

18.5

Subject

to other

terms

of this

Agreement

and

till the term

of this

Agreement, FRANCHISEE may identify itself as an Authorised FRANCHISEE

of AIRTEL. FRANCHISEE further agrees to not to use the IPR of AIRTEL as
part of its corporate or partnership name or otherwise.
Subject to other terms of this Agreement and till the term of this
Agreement, AIRTEL shall allow FRANCHISEE to use its logo to be displayed
on the signboard to be placed at FRANCHISEEs outlet(s) and on each
memos and/or bills issued by FRANCHISEE to the Customer/s, always

however ensuring that the identification by FRANCHISEE of being the

Authorised FRANCHISEE of AIRTEL is evident.
18.6

AIRTEL reserves the right of prior review and approval of FRANCHISEEs use
of AIRTELs IPR and all relevant advertisement material. FRANCHISEE shall

not publish, nor cause to be published, any advertising, or make any

representations oral or written, which might confuse, mislead or deceive the
public or which are detrimental to the IPR, name, goodwill and/or
reputation of AIRTEL.
18.7

AIRTEL may withdraw the permission for the usage of the IPR belonging to

AIRTEL at any time during the subsistence of this Agreement.

19.

COMPUTER / SYSTEM USE

In the event FRANCHISEE or its employees, agents or representatives are
granted use of AIRTELs computers or computer systems with software,
FRANCHISEE agrees not to utilize the computer and / or computer systems
with software except as required to perform services agreed to hereunder
or for any purpose other than for the authorized operation of existing
software, or developing and testing of any new software while performing the
services described herein. In no event shall FRANCHISEE or its employees,
agents, representatives utilize the computers to develop programs or
process data for any entity other than AIRTEL or for any purpose other than
as set out in this Agreement. The usage of computer/computer system with
software for any other purposes other than what has been authorised by
AIRTEL shall constitute material breach of the terms and conditions of this

Agreement and AIRTEL shall have right to terminate this Agreement

forthwith and FRANCHISEE
shall
not claim
any compensation
on
account
of such termination. FRANCHISEE shall be entirely responsible/
liable for any losses incurred by AIRTEL due to this breach.

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20.

20.1

SOFTWARE

In relation to any software supplied by AIRTEL to FRANCHISEE hereunder,

FRANCHISEE expressly acknowledges that all Intellectual Property rights in

such software are and shall remain the property of AIRTEL. Furthermore,
FRANCHISEE agrees that it shall take all steps necessary to protect these

Intellectual Property rights and to comply with such requirements in this

regard as AIRTEL may from time to time impose. FRANCHISEE specifically

agrees that it shall not use the software for any purpose other than
specified under this Agreement or pass it over to any other party.
FRANCHISEE shall also not try to re-engineer or disassemble such software.
FRANCHISEE shall not duplicate the programs/software to which AIRTEL has

a copyright. However, it is specifically agreed by FRANCHISEE that in case

it is required to buy any particular software for the purpose of fulfilling
its obligations under this Agreement, FRANCHISEE shall solely bear the cost
of the same.
20.2

FRANCHISEE agrees that AIRTEL may in its sole discretion; provide limited

access

to its

software/s,

including

its

billing

software,

to

facilitate

FRANCHISEE to discharge its obligations under the Agreement. Although,

the said software may remain with FRANCHISEE during the validity of this
Agreement, FRANCHISEE shall not have any copyright on the source code
of the said software/s. Instead, FRANCHISEE shall be deemed to have only
a non-exclusive right to use such AIRTEL proprietary materials for the
performance of the Agreement.
20.3

FRANCHISEE represent that it shall only install such software on which it

has a valid license to use.

20.4

FRANCHISEE shall not use the said computer systems for any purpose not
permitted by law and more particularly for any purpose, which is illegal
under the Information and Technology Act, 2000.

20.5

AIRTEL reserves the right to inspect the use of computer system/software

being used at FRANCHISEEs end without giving any prior notice thereof

21.

TERMINATION

21.1

This Agreement may be terminated by AIRTEL by giving one month's notice

in writing to FRANCHISEE, without assigning any reason whatsoever.

21.2

Either party shall have the right to terminate this Agreement forthwith after

giving notice thereof to the other party, in the event of the following:
a)

Insolvency of the other Party or if the audited financial results of the

business of the other party disclose that the total liabilities of the
business of the other party exceed its all assets.

b)

If the other party enters into an arrangement or composition with its

creditor(s) or if a Receiver of the other partys property or any part
thereof, is appointed.

c)

If a resolution is passed to wind-up the other partys business or if a

Receiver is appointed for any part of the other partys property.

d)

Failure of the other party to obtain or maintain any license or the

suspension or revocation of any license necessary for the conduct of

the business of the other party pursuant to this Agreement.

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21.3

Notwithstanding

what is stated herein above, AIRTEL shall have the sole

right to terminate this Agreement forthwith by giving notice in writing

addressed to FRANCHISEE at its last known address, in case (i) the Lease
Agreement entered by AIRTEL for the Licensed Premised is terminated by

the AIRTEL and/or landlord/owner of Licensed Premises or; (ii) of

happening or occurrence of events including but not restricted to the
following:
a)

Prosecution for any criminal offence of the partner/s, director/s, sole

b)

Breach of any of the terms or conditions of this Agreement by

FRANCHISEE and such breach is not cured within fifteen days of

proprietor etc. of FRANCHISEE.

notice by AIRTEL.
c)

False claims towards sales incentives, commissions, refunds, credits,

warranty claims, false financial information reports or any other data

including but not limited to reporting requirements of AIRTEL.
d)

If FRANCHISEE has any overdue payments towards AIRTEL during

the subsistence of this Agreement.

e)

If the appointment or continuance of FRANCHISEE under this

Agreement is likely to result in, at the sole decision of AIRTEL, in loss

of goodwill or reputation of AIRTEL.

21.4

f)

If
FRANCHISEE
commits
any
misconduct,
misappropriation or any act lacking in good faith.

fraud,

cheating,

g)

If FRANCHISEE fails in providing to Customers prompt and proper

Service.

This Agreement shall be terminated if either party is unable to fulfil its

obligations hereunder for a continuous period of 60 days from the notice

date so given by the affected party, for any reason arising out of the
happening and occurrence of Force Majeure events.

21.5

AIRTEL shall not be liable to FRANCHISEE or any other party by virtue of

termination of this Agreement for any reason whatsoever or for any claim
for loss or profit or on account for any expenditure, investment, capital

improvements or any other commitments made by FRANCHISEE in

connection with their business made in reliance upon or by virtue of
FRANCHISEEs appointment under this Agreement.
22.

CONSEQUENCES OF TERMINATION

22.1

Notwithstanding any other rights and remedies provided elsewhere in the

Agreement, on termination of this Agreement:

i.

FRANCHISEE or its employees or agents shall not represent AIRTEL in

any of its dealings. FRANCHISEE shall not intentionally or otherwise

commit any act or acts that would make a third party to believe that
FRANCHISEE is still AIRTELs promoter and marketer of its Services.

ii.

FRANCHISEE shall within 7 days of termination, settle all the

outstanding dues of AIRTEL; arrange to return all the documents and
properties of AIRTEL or cost thereof.

iii.

FRANCHISEE shall stop using the name, trademarks, logos etc. of

AIRTEL in any audio or visual form with immediate effect.
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iv.

The expiration or termination of the Agreement for any reason

whatsoever shall not affect any obligation of either party having
accrued under this Agreement prior to the expiration or termination of

the Agreement and such expiration or termination shall be without

prejudice to any liabilities of either party to the other party existing at

the date of expiration or termination of the Agreement.

v.

In the event of termination or expiry of this Agreement, FRANCHISEE

shall hand over the vacant and peaceful possession of the Licensed
Premises forthwith to AIRTEL. However, AIRTEL reserves the right to
take over the conduct of the business from the Licensed Premises,

from the date of serving of notice of termination to FRANCHISEE,

without any let or hindrance from FRANCHISEE.
22.2

FRANCHISEE shall at its own expense return to AIRTEL promptly all

information, documentation and materials confidential to AIRTEL and / or

software and future marketing plans or future models of the AIRTEL

together with any copies thereof or any other documents entrusted to

FRANCHISEE by AIRTEL.
23.

DISPUTE RESOLUTION AND ARBITRATION

23.1. If any dispute arises between the parties in connection with this
Agreement or its subject matter, which cannot be resolved, amicably

by the parties, the parties and their legal representatives will

promptly meet to consider whether there is a possibility of resolution
by negotiation, mediation or conciliation.

23.2. If both parties do not agree to refer the dispute to mediation or

conciliation, the parties will promptly consider whether to refer the
dispute to arbitration.
23.3

If the parties agree to refer the dispute to arbitration, the rules of

arbitration will be the rules of the Center for Arbitration and Dispute

Resolution (CADER) in force at the time of referral of the dispute to

arbitration.
23.4

If the parties do not agree to refer the dispute to arbitration, they

will proceed to litigation in the courts of judicature. The Party
initiating
litigation
shall before
the commencement
of the

proceedings deposit an agreed sum of money, in any case not less

than the sum claimed as security in the joint names of the Parties to
this Agreement.
This amount shall upon determination of the
dispute either be refunded to the Party who made the deposit
together with interest at court rate or be utilized in connection with
the costs of litigation as the court may determine.
23.5

Nothing in this clause shall prevent the parties from obtaining

interlocutory relief in the courts pending the outcome of or pending

the consideration of the alternative dispute resolution procedures

contemplated in this clause.

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24.

GOVERNING LAW & JURISDICTION

This Agreement shall be governed by the laws of Rwanda and courts in

Kigali shall have exclusive jurisdiction over matters relating to or arising

from this Agreement.
25.
25.1

GENERAL CLAUSES
EXTENSION OF SERVICES TO AIRTEL AFFILIATES
AIRTEL may designate, in writing, any of its Affiliates to receive any of the

obligations under this Agreement and FRANCHISEE shall provide the same.
In such case all provisions and covenants of the present Agreement shall be
binding on both FRANCHISEE and the Affiliate so designated by AIRTEL,

provided that (i) such Affiliates shall not make a claim or be a party to any
action or lawsuit, directly or indirectly against FRANCHISEE arising out of or

in connection with this Agreement (ii) AIRTEL shall be fully responsible for
the performance of its obligations under this Agreement with respect to the

Services provided to such Affiliates.

25.2

NON SOLICITATION

During the Term, neither Party will knowingly solicit any of other partys or
its strategic partners employees, except with the prior written permission of
the other party.

25.3

NON-COMPETE
FRANCHISEE agrees and acknowledges that during the term of this
Agreement it shall not enter into any Agreement/understanding with any

other telecom Service Provider.

FRANCHISEE shall not carry on any
business or other activity which is in competition with the functions,
responsibilities and obligations of FRANCHISEE under this Agreement,
directly or through any other entity
Directors/Partners have any interest.

25.4

wherein

FRANCHISEE

or

its

ASSIGNMENT
FRANCHISEE shall not assign or purport to assign or otherwise deal with
any of its rights and obligations hereunder, except with the express prior

written consent of AIRTEL.

25.5

NOTICE
Except as specifically provided elsewhere in this Agreement, all notices
required or permitted to be given by one Party to the other under this

Agreement shall be in writing and shall be sufficient if made (i) by personal

delivery, (including delivery by any commercial
acknowledgment received); or (ii) by registered or
prepaid, return receipt requested; or (iii) by facsimile
the Parties at the respective addresses set forth below

delivery service with

certified mail, postage
transmission (Fax) to
or to such other person

or address as the Party to receive the notice has designated by notice to

FRANCHISEE. The date upon which such notice is so actually delivered; or if
the notice is given by registered or certified mail, the date upon which it is

deposited in the mail; or if sent by Fax, the date on which the Fax was
sent, provided an original is received by the addressee by any commercial
delivery

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service within two (2) business days of the Fax, shall be deemed to be the

date of such notice, irrespective of the date appearing therein.

All notices

shall be sent, if to FRANCHISEE,

Director/Partner/Proprietor
above, and if to AIRTEL, to
respective addresses as set
from time to time by writing
25.6

of

the

to the attention

FRANCHISEE

as

mentioned

of The

herein

the attention of Head Legal of AIRTEL at the

out in this Agreement or as amended by notice

by the Parties.

WAIVER
Failure to enforce compliance with any term or condition of this Agreement

shall not constitute a waiver of such term or condition of this Agreement or

the right to subsequently enforce such term or condition in the future. No
waiver, by either party, of any provision of this Agreement shall, in any

event, become effective unless the same shall be in writing and such waiver
shall be effective only in the specific instance described and for the purpose

that the waiver is given.

25.7

SEVERABILITY
If any provision of this Agreement shall be found by any Government or
administrative body of competent jurisdiction to be invalid or unenforceable,

the invalidity or un-enforceability of such provision shall not affect the other
provisions of this Agreement and all provisions not affected by such
invalidity or unenforceability shall remain in full force and effect.
The
Parties
hereby agree to attempt
to substitute
for any invalid
or

unenforceable provision with a valid or enforceable provision, which

achieves to the greatest extent possible the economic, legal and commercial
objectives of the invalid or unenforceable provision.
25.8

DISCLOSURE/PUBLICITY

FRANCHISEE shall not take out any press release or do other publicity of
any nature regarding this Agreement or its association with AIRTEL, without
prior written approval of AIRTEL.
25.9

AMENDMENT

AIRTEL shall always have right to add, delete, amend or alter all or any of
the terms and conditions of this Agreement and such amended terms and
conditions shall be binding on the Franchisee

as and when these are

intimated to the Franchisee by way of circular, notice or otherwise and even

if the Franchisee has failed to send its acceptance letter giving acceptance
specifically to the amended, altered, varied or deleted terms and conditions.
25.10 SURVIVAL

Any and all obligations under this Agreement which, by their very nature
should reasonably survive the termination or expiration of this Agreement,
will so survive, including, but not limited to, those arising from the
confidentiality, Intellectual Property and non-solicitation provisions of this
Agreement.

25.11 CHANGES IN CONSTITUTION

This Agreement has been entered into on the basis of the present
constitution of FRANCHISEEs establishment as submitted to AIRTEL. In
future if there is any change proposed in the constitution of FRANCHISEE,
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the same shall be immediately informed to AIRTEL and no change shall be

affected unless approval of AIRTEL is obtained in writing. In case the

written consent is not sought from AIRTEL, AIRTEL at its sole discretion
reserves the right to terminate this Agreement by 15 days notice in writing.

However, in the event of AIRTEL agreeing to the changed constitution,

FRANCHISEE shall ensure that the liabilities of the old establishment shall

be honoured by the new establishment in addition to complying with all

such formalities as may be intimated by AIRTEL.
25.12 INJUNCTIVE RELIEF
The

Parties

understand

and

acknowledge

that

violation

of obligations

relating to confidentiality and intellectual property rights under this

Agreement may cause the other Party and its affiliate companies irreparable
harm and damage, which may not be recovered at law, and the Parties

agree that remedies for breach of the said provisions may be in equity by
way of injunctive relief from competent court, as well and any other relief

available, whether in law or in equity.

25.13 CHANGES / MODIFICATION
AIRTEL shall always have right to add, delete, amend or alter all or any of
the terms and conditions of this Agreement and such amended terms and

conditions shall be binding on FRANCHISEE as and when these are

intimated to FRANCHISEE by way of circular, notice or otherwise and even if
FRANCHISEE has failed to send its acceptance letter giving acceptance
specifically to the amended, altered, varied or deleted terms and conditions.

25.14 FORCE MAJEURE

No failure or omission by either Party to carry out or observe or perform
any of the terms and conditions of this Agreement (other than any payment

obligation) shall give rise to any claim against such Party or be deemed a
breach of this Agreement if such failure or omission arises from an act of
God, an act or omission of Government, war or military operations, national
or local emergency, acts or omissions of Government, fire, lightning,
explosion, flood, subsidence, inclement weather, acts or omissions of persons
or bodies for whom the Party is not responsible or any other cause whether

similar or dissimilar outside such Party's control.

25.15 COUNTERPARTS, CAPTIONS &

REFERENCES TO

STATUTES OR

STATUTORY PROVISION

This Agreement may be executed simultaneously in any number of

counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The captions and
headings are for convenience of reference only and shall not be used to
construe or interpret this Agreement. References to any statute or statutory

provisions shall be construed as references to such statutes or statutory

provision as existing or as subsequently amended or re-enacted or as is
modified in their application by any other statutes or statutory provision
(whether before or after the date hereof) and shall include any modification
or re-enactment thereof and shall include subordinate legislation or rules

made under the relevant statute.

25.16 ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and
supersedes all oral and written representations and agreements between
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the Parties including, but not limited to any earlier agreement relating to

the subject matter thereof or any other agreement between the Parties in
relation to the subject matter hereof. However, this Agreement will not
relieve the Parties from their respective rights and obligations against each

other arising out of or in connection with any previous agreement.

IN WITNESS OF THE ABOVE, THE RESPECTIVE

PARTIES HAVE SIGNED

THIS AGREEMENT ON THE DATES MENTIONED HEREIN ABOVE

For AIRTEL RWANDA LIMITED

(AIRTEL)

For

(FRANCHISEE)

Name

Name

Designation

Designation

(Authorised Signatory)

(Authorised Signatory)

Witnesses:

Witnesses:

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EXHIBIT A

Scope of Work
1.

METHODOLOGY
a) The FRANCHISEE shall provide and ensure at all times comprehensive
customer services to the said Customers including but not limited to

business promotion, bill collection, cash collections, retention, churn

management, handling customer queries and complaints, pre-paid
servicing etc. FRANCHISEE would also be responsible for payment
collections.

b) Notwithstanding anything above, the Customer Base once handed over

to FRANCHISEE can be taken back partly and handed over to any other

FRANCHISEE/ newly appointed FRANCHISEE in the vicinity, by AIRTEL

at its sole discretion for its larger business interests.
c)

In case any AIRTEL Customer, other than a Customer of FRANCHISEEs

approaches FRANCHISEE, then FRANCHISEE undertakes to provide him

all necessary support and customer services. FRANCHISEE would be
liable to pay such penalty and/or damages, as may be prescribed by
AIRTEL, in case it is found that FRANCHISEE was equipped / empowered

to provide certain service to such Customer, but failed to do so.

2.

OBLIGATIONS OF FRANCHISEE

The obligations of FRANCHISEE under this Agreement are as mentioned

below. These obligations can be changed by AIRTEL at its sole discretion
and any and all such changes shall be communicated to FRANCHISEE in
writing. The said changes shall be binding on FRANCHISEE from such date

as may be prescribed by AIRTEL.

A.

Sales
a) FRANCHISEE
will endeavor to achieve Sales targets of obtaining
subscriptions for the Services every month in terms of the targets as

specified by AIRTEL. These targets will be based on sales and service

parameters e.g. collection, retention, audits, ICE scores etc.
b) The sales performance of FRANCHISEE will be reviewed every calendar

quarter. If FRANCHISEE fails to achieve the said sales targets set and
prescribed by AIRTEL for 3 consecutive months, AIRTEL reserves the
right to terminate this Agreement forthwith, after giving notice thereof.

B.

Customer Services

a) FRANCHISEE is also expected to improve its FRANCHISEE Audit scores

by co-operating in improvement action plans as devised from time to
time. In case FRANCHISEE fails to improve its FRANCHISEE Audit scores
for 3 consecutive months, AIRTEL reserves the right to terminate this
Agreement forthwith, after giving notice thereof.

b) FRANCHISEE shall ensure a pleasant and hassle free experience for each
Customer. FRANCHISEE

shall endeavour to maintain relationship with

the Customer and ensure that each Customer is attended promptly

without making him wait for too long. For this purpose FRANCHISEE
shall adhere to SLA of Queue Management System wherever installed.
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c) FRANCHISEE shall develop and maintain Customer confidence and

satisfaction. FRANCHISEE shall ensure that each Customer compliant/
query is handled effectively within the time-frame, as may be prescribed

by AIRTEL.

d) FRANCHISEE shall have a follow-up and escalation mechanism in place

and have a regular follow-up on each Customer compliant/ query. It

shall be the responsibility of FRANCHISEE to immediately escalate to

AIRTEL any complaint/ query that cannot be handled by it within the
prescribed time limit/ SLAs.

e) FRANCHISEE shall ensure that Customer feedback is actively solicited,

recorded and appropriately acted upon. FRANCHISEE shall also track
customer retentions and shall ensure that appropriate actions are taken

to maximize customer retention.

f)

FRANCHISEE shall always ensure compliance with the customer privacy

policy

of AIRTEL,

as may be prescribed

from

time

to time.

Also

FRANCHISEE shall not make any contact with the Customer other than
for the purpose of providing services in terms of this Agreement without
prior approval in writing from AIRTEL. Any violation of this clause would
render this Agreement liable to be terminated. Any communication with

the customer will need to be approved by AIRTEL.

g) In case any complaint is filed by any Customer against FRANCHISEE,

then in such cases FRANCHISEE shall cooperate with AIRTEL and provide

all assistance including submission of all documents in relation to said

complaint, as may be required by AIRTEL.
h) FRANCHISEE for the convenience of the Customers shall keep its
FRANCHISEE operations open during the business hours on all days after

taking the requisite permission from the concerned authority/ies for

such operations in the locality in which FRANCHISEE is located. In the
event no such permission can be granted by the concerned
authority/ies, then FRANCHISEE shall keep its operations open during
the business hours and days which are lawful for such operations in the
locality in which FRANCHISEE is located and in accordance with industry

standards.
C.

Manpower
FRANCHISEE shall employee and recruit adequate staff to be conversant
with the requisite know-how and knowledge required for fulfilling
obligations of FRANCHISEE under this Agreement. In case the FRANCHISEE
needs any guidelines from AIRTEL then the same shall be provided by
AIRTEL upon request from FRANCHISEE for this specific purpose. The
procedure for recruitment, selection and salaries/wages will be exclusive
responsibility of the FRANCHISEE. FRANCHISEE shall exercise control and
supervision over its manpower and will take every precaution that there is
no violation of any applicable law.
It is clearly understood and agreed
between the Parties that by this Agreement, no relationship of employer and
employee will accrue between the employees of FRANCHISEE and AIRTEL
since it is not intended at all.

D.

Training

FRANCHISEE will ensure that its employees and members of its staff
existing as well as newly recruited are conversant and fully trained with the
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jobs to be carried on and skill requirement for the obligations undertaken by

FRANCHISEE under this Agreement. In case at any point of time the

FRANCHISEE feels that the employees as engaged and employed by him
need further training, AIRTEL shall provide the same at the written request

of the FRANCHISEE. The training as aforesaid shall be for a specified period

and

during

the

training

period

AIRTEL

will

not

have

any

control

or

supervision over the employees of FRANCHISEE and they will be paid their
salaries/wages

by FRANCHISEE

only

assigning

employees for

training

the

during

by

the training

AIRTEL,

period.

While

FRANCHISEE will

specifically give names of its employees to AIRTEL with clear undertaking

that merely by imparting of training by AIRTEL, none of FRANCHISEE
employees will claim any relationship of employer and employee with

AIRTEL or any such employee will represent to anyone as if he is employed

by AIRTEL.
E.

Administration
a) FRANCHISEE shall maintain proper books of accounts and records in safe
custody relating to the transactions and bill collections including receipts

issued for the amount collected from the Customers and also permit
inspection of all documents thereof to AIRTEL or any other agency duly
nominated by AIRTEL.
b) FRANCHISEE shall open a current a/c in a designated bank as appointed by
AIRTEL and shall deposit all the cash collected towards bill payment and
new activation (including security deposits, if any) in the designated bank
account by 12:00 Hrs the next day

FRANCHISEEs shall provide a mandate in favour of AIRTEL to debit their

account and transfer the funds on account of cash collection from its bank
a/c to AIRTEL A/c. Detailed process note for cash collections to be followed
is listed in SOP attached to this Agreement as Annexure 1.

c) FRANCHISEE shall provide periodical reports, returns and other information

relating to the business, market conditions, taste and preferences and such
other information as may be desired by AIRTEL in the requisite format
specified by AIRTEL in this regard.
FRANCHISEE shall also give regular
daily/weekly/monthly
feedbacks/forecasts
to
AIRTEL
regarding
the

discharge of its obligations under this Agreement in the form and manner
as prescribed by AIRTEL from time to time.
d) The FRANCHISEE shall maintain sufficient (2 days average balance) LAPU

balance to ensure timely posting of customer payments into customer

accounts.

e) Besides forwarding all Forms to AIRTEL, FRANCHISEE shall also maintain

proper record and details of each and every Form and shall also maintain
copies of the Forms at its end so as to be available in future for Customer

related issues.

Such Forms and documents shall be maintained till

instructions to the contrary are issued in writing by AIRTEL. Copies of the

same may be called for by AIRTEL at any time at its sole discretion and it
shall be the responsibility of FRANCHISEE to provide the same within the
time stipulated by AIRTEL. Failure to abide by this clause shall constitute a

material breach of this Agreement.

F.

Inventory Management

a) FRANCHISEE shall maintain adequate stocks of SIM Cards and all other
products/ accessories with respect the Services in such quantity, as may be
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required to meet FRANCHISEEs business requirement. FRANCHISEE shall

also raise timely orders and track/ monitor fulfillment of the same.

b) FRANCHISEE shall maintain sufficient quantity of stock of Point Of Purchase

material or any other printed material, advertisement material etc., which is

used for the purpose of promotion and marketing of the Services.
c)

FRANCHISEE shall maintain requisite reports, returns and other information

to ensure accurate and timely documentation of Stock movement into and

out of FRANCHISEE and monitor
immediately to AIRTEL.

G.

& report any shortages/

inaccuracies

Product/Process
a) FRANCHISEE shall ensure that it is always updated on all relevant Product

and Services information of AIRTEL.

b) FRANCHISEE shall release advertisements in respect of Services only after

due consultation and written approval of AIRTEL.

FRANCHISEE shall assist

AIRTEL in various promotional schemes launched by AIRTEL from time to

time and shall further assist in advertising the Services of AIRTEL.
c)

FRANCHISEE may at its expense promote AIRTELs Services to existing and

potential Customers. All promotional and advertisement material used by

FRANCHISEE shall identify AIRTEL by name as the provider of the Services.
All promotional activities relating to AIRTEL shall be carried out
FRANCHISEE only after obtaining the prior written approval of AIRTEL.

H.

by

Customer Verification
a) FRANCHISEE hereby undertakes to fully comply and ensure full compliance
of each and all orders, directions, etc. of the DoT, present and future, on

and with respect to verification of the identity of the prospective

Customer/s from the documents furnished, at the time of activating the
Customers connection.
b) FRANCHISEE irrevocably agrees and undertakes that prior to giving the
prospective Customer connectivity to the Services of AIRTEL. FRANCHISEE

shall collect and ensure that documents and information relating to the
identity and proof of address of the prospective Customer/s are in order. It
shall be the sole responsibility of FRANCHISEE to ensure the genuineness of
the Customers

as to the particulars

furnished

in the Enrolment

Forms

including address particulars.

c)

AIRTEL reserves its right to amend the Enrolment Forms and other Forms
to be completed by potential/existing Customers, at any time at its sole
discretion.
It shall be the responsibility and liability of FRANCHISEE to
ensure completeness of the said Forms and FRANCHISEE shall duly sign and

stamp each such form/s to the effect that:

i.
ii.

iii.

Enrolment Form and other Forms have been fully and completely filled
up;
Each/All items of verification have been physically and completely

verified by FRANCHISEE;
Each/All documents, papers, information pertaining to verification
have been fully and completely seen and true copies procured by

FRANCHISEE;

Page 22 of 28

FRANCHISEE Agreement Standard CLDO

iv.

The verification carried out by FRANCHISEE fully complies with each

and all requirements of DoTs orders, directions on the subject from

time to time as also the requirements of AIRTEL.

d) FRANCHISEE shall devise an efficient administrative process for the

mandatory

delivery of Enrolment

Forms, verification

documents

and all

other forms in respect of the Services within 24 hours of the receipt of such
forms or within such time frame as informed by AIRTEL from time to time.

However, it is specifically agreed by FRANCHISEE that in case where the

documents are not made available within the time frame as agreed between
the Parties, FRANCHISEE shall be liable to pay damages as specified by
AIRTEL from time to time. No connection to the Services shall be activated

by FRANCHISEE without obtaining the aforesaid relevant documents from

the Customers and any liability imposed on AIRTEL due to breach of this
obligation

of

FRANCHISEE

shall

be

the

sole

liability

of FRANCHISEE.

Forwarding /provisioning of the said forms, papers, documents etc. to

AIRTEL shall not in any manner, reduce the above stated responsibility and

liability of FRANCHISEE under this Agreement.

e) The activation of the Customers and connection to AIRTELs Services shall
be done by FRANCHISEE as per the rules, regulations and policies of

AIRTEL. It is specifically agreed by FRANCHISEE that it will not charge

anything above the subscription and other charges fixed by AIRTEL. Any
deviation from the above and breach of the same shall constitute a breach
of this Agreement entitling AIRTEL to terminate this Agreement in terms
hereof. In the event of any delay in activation of any connection beyond 48

hours due to the fault of FRANCHISEE, AIRTEL shall debit such amount
towards penalty from FRANCHISEE as mutually agreed upon. Deduction of
penalty shall not limit the liability of FRANCHISEE on account of any
damages, claims demanded/imposed upon AIRTEL.

I.

General
a) FRANCHISEE shall always agree to and follow all future changes in AIRTEL
business model as may be decided from time to time.

b) The business of FRANCHISEE shall be directly managed, administered,

controlled and conducted by FRANCHISEE and the same shall not be subdelegated to any other person/party without obtaining prior written
approval of the authorised representative of AIRTEL.
c)

Based on the instructions of AIRTEL, FRANCHISEE shall also undertake the

marketing and promotion of the products of any group company/ business

associate of AIRTEL. ("group company" being an entity that is under the
common umbrella of Bharti group of companies and/or such of those
companies with which AIRTEL has entered into an Agreement for the joint
promotion of business/services).

d) FRANCHISEE shall take Comprehensive General Liability Insurance" at its

own expense for an amount of not less than Rwandan Francs (RWF)
) for all stock of goods, Product and infrastructure etc.

against the risk of fire, earthquake, theft, fraud etc. In the event of failure
to take insurance policy/renew the policy in time, FRANCHISEE shall make
good for all the actual losses suffered by AIRTEL. In the event of any loss or
misappropriation of funds, it is a mandatory for FRANCHISEE to deposit the
value in question within 24 hours at AIRTEL cash counter / designated

locations even without any reference to settlement of Insurance claim,

whatsoever.

Page 23 of 28

FRANCHISEE Agreement Standard CLDO

3.

RIGHTS AND OBLIGATIONS OF AIRTEL

a) AIRTEL shall provide necessary support in terms of training of employees/

staff of FRANCHISEE and provide necessary literature, documents, papers

and specimen reports/ statements etc. to enable FRANCHISEE to perform

effectively.
b) AIRTEL shall supply appropriate quantity of Service literature, POP material,

promotional items, etc.

AIRTEL and FRANCHISEE may from time to time

also carry out joint and co-operative advertisement and other promotional
activities in respect of the Services.
The budget for such promotional
activities and the ratio of sharing between AIRTEL and FRANCHISEE shall be

intimated to FRANCHISEE.
FRANCHISEE undertakes to fully utilize the
budgeted target as intimated by AIRTEL.
c) AIRTEL agrees to provide marketing support in accordance with AIRTELs
prevalent policies in this regard.
d) AIRTEL will bill its Customers directly for payment of all charges towards

subscription to the Services and other charges as maybe determined by

AIRTEL from time to time, as per the billing cycle applicable

e) AIRTEL reserves the right at its sole discretion to reject any potential

Customer(s) who has executed the Customer Enrolment Form (SEF)

without assigning any reason, whatsoever.

Page 24 of 28

FRANCHISEE Agreement Standard CLDO

EXHIBIT - B

INFRASTRUCTURE SPECIFICATIONS AND COST

1.

AIRTEL shall install the infrastructure facilities/ material (including hardware

and software) at the Licensed Premises.

2.

To enhance

the customer

experience

and for standardization

purposes,

AIRTEL shall install the infrastructure facilities/ material (including hardware

and software) at the Licensed premises. The FRANCHISEE shall be
responsible for installing and or providing a water cooler for serving fresh
water to the customers visiting FRANCHISEE

4.

FRANCHISEE shall also at

infrastructure

facilities

its own cost install and

such as requisite

telephone

maintain basic

connection(s),

fax

machine/s, computers, e-mail facility, office stationary, safe vaults and such
other equipments/facilities as deemed fit and necessary by AIRTEL and

intimated to FRANCHISEE from time to time. FRANCHISEE shall also

procure,

install

and/or

make

modifications/

alterations

in

such

equipments/infrastructure facilities, as may be intimated by AIRTEL to

FRANCHISEE from time to time for efficient and proper performance of its
obligations under this Agreement or for standardisation purposes.
5.

AIRTEL shall additionally provide for the cost of up-gradation of the

showroom at the Licensed Premises viz. Capital Expenditure Cost (CAPEX)
with respect to flooring, ceiling, electrical, furniture, branding work and such
other cost as AIRTEL may decide from time to time for the purpose of

standardization of FRANCHISEE across India provided FRANCHISEE has

already invested in the infrastructure facilities/ material as mentioned in
clause 1 above.

Page 25 of 28

EXHIBIT - C

COMMERCIAL TERMS
1.

All payments between the Parties shall be governed and shall be in

accordance with the commercial terms mentioned in this Exhibit. These

commercial terms are liable to change at the sole discretion of AIRTEL and
any and all such changes shall be communicated to FRANCHISEE in writing.

The said changes shall be binding on FRANCHISEE from such date as may
be prescribed by AIRTEL.
2.

PAYMENTS BY FRANCHISEE

2.1

Security Deposit
At the time of the execution of this Agreement, FRANCHISEE shall deposit
an

interest

free

refundable

security

deposit

amount

of

) with AIRTEL for the due performance of the

terms and conditions of this Agreement and further in order to secure

AIRTEL against any loss, damage or cost of hardship caused to AIRTEL on

account of breach of the term/s of this Agreement by FRANCHISEE together
with any penalty that may be imposed by AIRTEL, from time to time. T
This security deposit shall be refundable by AIRTEL to FRANCHISEE through
Bank Draft / cheque upon termination of this Agreement after adjustments
of any dues payable by FRANCHISEE to AIRTEL.

2.2

Licence Fees
FRANCHISEE shall pay a sum of
towards license fee
of the Licences Premises by way of demand draft/pay order/upfront
monthly deduction from the commission and/or incentive payable to
FRANCHISEE by AIRTEL.
The said license fees shall be payable for each calendar month in advance
for the relevant month. In case the commission/incentive is less than the
license fee payable by FRANCHISEE, FRANCHISEE shall pay the differential
th
amount to AIRTEL by 7 day of every English calendar month. The said

license fee shall be increased by 5% every year.

3.

PAYMENTS BY AIRTEL
AIRTEL shall pay the commission and/or incentives and impose penalty/ies,
as the case may be; on FRANCHISEE as per Payout Guidelines as
mentioned below:

3.1.

Base Growth for FRANCHISEE and Commission/Handling Payout:

3.1.1 Sales :

>
Sales(Direct or Indirect) is allocated to FRANCHISEE
from the day of Activation.
>

Sales Commission Payout: as per NFA, issued by

PSMO, every month

>

Clawback on sales applicable as described in Sales

Commission Payout.

3.2.

Collection Commission

Referral Allocation :
Referral Allocation will comprise of the referrals received from the Telecalling Unit and any

other cases identified by the Central Collection and Retention team, where the field
intervention is required for the early resolution.
Method: The cases will be allocated during the course of the month and end of the month will
be closure date for the allocation. During the month beginning, reallocation of the unresolved
cases of the previous month can be done by the Central Team.
Payout:
% of Value collected
Slab

Comment [GM1]: Leave the table blank for no

Payout %

% of Cases resolved
Slab

Payout/case

Norms:
Fully Remitted collection will entitle for collection Incentive. The status of
FRANCHISEEs remittance must be 100 % amount remitted as on 2nd of
every month for the month gone by. (If 2nd is bank holiday, than next, bank
working day) In case of any un-remitted amount, such amount will be
reduced from FRANCHISEE Collection & payout will be made as per
applicable slab after reducing un-remitted amount from FRANCHISEEs
collection amount.

3.3

AIRTEL shall ensure that all payment due to FRANCHISEE in accordance

with this Exhibit shall be made within 21 days from the date of receipt of
the requisite bill from FRANCHISEE and Service tax will be paid extra as

applicable.
3.4

In addition to the covenants stated hereinabove, AIRTEL shall have the right
at any time and at its own discretion to adjust against outstanding
payments to FRANCHISEE, any amount owed by FRANCHISEE to AIRTEL

either under this Agreement or otherwise as well as all costs, charges

expenses and losses incurred/sustained by AIRTEL and recoverable from
FRANCHISEE in terms of this Agreement.

Annexure 1

Administration of Cash Collections

All cash payments collected by FRANCHISEE towards bill payment and activation

shall be managed in following manner;

a. FRANCHISEE shall open a bank account in a bank a designated by AIRTEL.
This is not required if FRANCHISEE already have an account in the
designated bank.

b. FRANCHISEE shall provide debit authority of the bank a/c in favour of

AIRTEL. The format for debit authority will be provided by AIRTEL
c. FRANCHISEE shall deposit the daily cash collection of bill payment and
activation in the said bank a/c next day by 12:00 Hrs without fail. i.e.

FRANCHISEE shall deposit Day-0 cash collections on Day-1 by 12:00

Hrs.
In case of a bank holiday, FRANCHISEE weekly off, public holiday cash will
be deposited on the next working day. e.g cash collection of saturday and
sunday shall be deposited on monday
d. Based on AIRTELs advice designated bank shall transfer the funds
from the FRANCHISEE A/c to AIRTEL A/c and provide a list of
successful and unsuccessful transactions
e. For unsuccessful transactions a penalty of Rs 500/- per instance shall
be levied on FRANCHISEE and the same shall be deducted from the
FRANCHISEE payout in the following month
f.

It is the duty of FRANCHISEE to ensure that currency notes should not be

soiled/torn/fake and AIRTEL or designated bank shall not be responsible

for such currency notes.

g. Any deviation in the above process shall have to be approved by Circle

Finance Head as per the banking guidelines.

Activity Schedule
Day

Activity

Actionee

Day-0

Cash received by FRANCHISEE from Customer

FRANCHISEE

Day-1

AIRTEL generates the cash collection report and sends it

to bank for debiting FRANCHISEE bank a/c in designated
bank

AIRTEL

Day-1

Cash deposited by FRANCHISEE before 12:00 Noon

FRANCHISEE

Day-1

Bank debits the amount and sends the report to AIRTEL

Bank