Retail Point Service Terms - Hubtel

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Retail Point Service Terms

Definition of Terms

“Airtime” is the time provided and measured by telecommunication service providers for voice calls.
“Customer” means any person, whether an individual, a company, association or other body of persons whether corporate or unincorporated that purchases or is interested in purchasing any airtime or data.
“Electronic Distributor” is an individual or company or association or other body of persons whether corporate or unincorporated that has been appointed by Telecommunication service provider(s) to sell and distribute airtime and data within Ghana in accordance with the terms and conditions set out in this Agreement.
“Electronic Voucher” / “Value Distribution” (EVD) is a simple, cost-effective means of electronically distributing virtual airtime vouchers.
“Direct Account Dealer” is primarily engaged in the sale of electronic prepaid airtime.
“Distributor” is an agent who supplies goods to retailers
“Intellectual Property” means all trademarks, logos, brand names, trade names, patents, emblems designs and copyright or other similar industrial or commercial monopoly rights owned or used by the Telecommunication Service Providers.
“MNO” means Mobile Network Operator
“Network” means telecommunication facilities and equipment that is used by Telecommunication Service Providers to transmit and receive communication in the form of data or voice.
“Parties” means all Telecommunication Service Providers (Airtel, MTN, Tigo, Vodafone etc) and the Distributor and reference to “Party” shall mean either of them.
“Points of Sale (POS)” refers to all the sales and distribution channels that are under the control and management of the Distributor and that are used for the sale and distribution of all Telco’s Products and Services. They include without limitation, the Distributor’s own branches and outlets.
“Web or online sales” means sale of mobile airtime through a web interface.
“Products and Services” refers to the Products and Services that include e-top-ups for airtime or credit for Vodafone’s mobile, broadband services that are to be distributed electronically by the Distributor to MNO or Telco subscribers through various distribution channels including, without limitation, the following:
• Point of Sales (POS) terminals
• Web or online sales
“Retailer” refers to any individual or other entity such as a company, association or other body of persons whether corporate or unincorporated that exists independent of the Distributor but through whom the Distributor sells Vodafone products and services to the Customer.
“Telco/Telecommunications Company” provides telecommunications services such as telephony and data communications.

1. Products and Services
1.1 The Direct Account Dealer shall primarily be engaged in the sale of the Company’s electronic prepaid airtime (the “Products”) through the Channels.
1.2 The Company shall supply to the Direct Account Dealer such values of Products as per the request of the Direct Account Dealer, subject to product availability and minimum order quantity of the Company.
1.3 The Company shall supply agreed Products to the Direct Account Dealer without restricting the denominations/units in which such Products may be sold. The Direct Account Dealer may in its absolute discretion, dispense electronic prepaid subscriptions to the minutest unit or in bulk as may be required by its customers per transaction as long as it is in line with the Company’s existing or new business rules and conventions defined on the service platform.
1.4 All Products supplied to the Direct Account Dealer shall be supplied by invoices upon receipt of payment. The company shall send a Transaction notification by mail to Direct Account Dealer for confirmation.

2. Limits of Authority
2.1 It is agreed that the Company grants authority to the Direct Account Dealer to carry on the sales and distribution of electronic prepaid airtime through the Channels.
2.2 The Direct Account Dealer is an independent contractor and nothing in this Agreement shall be deemed to create a partnership between the Parties and it is agreed that this Agreement is not a general agency agreement and that the Direct Account Dealer would have no rights whatsoever to act as an agent on behalf of the Company.
2.3 If, for any reason whatsoever, this Agreement is terminated then both Parties shall immediately cease to use any stationery or other materials, which make reference to the relationship between the Parties.

3. Obligations of Distributor/Hubtel
Hubtel undertakes:
3.1 not to do anything that would damage the good name and reputation of the Telecommunication Companies but to protect and enhance the good name and reputation of all parties in the fulfillment of its obligations.
3.2 to act in strict accordance with the instructions and directions provided and standards set by the Telecommunication Companies, from time to time, regarding advertising, and publicity in relation to airtime and data distribution.
3.3 to comply with all instructions issued by any Telecommunication Company regarding any particular promotion, special offers and packages offered for distribution from time to time;
3.4 not to, under any circumstances whatsoever, actively induce or persuade any customer or potential customer of any Telecommunication Company to subscribe to a particular Telecommunication Service provider.
3.5 to indemnify the Telecommunication Companies against any loss or damage suffered as a result of the Distributor’s failure to comply with all or any laws, license conditions and the requirements of any legislative body or government, local authority and to ensure that it, complies with instructions relating to any matters relating to the purchase, supply, distribution, sale and/or use of the Telecommunication Products and Service;
3.6 to provide all necessary human and other resources required to efficiently sell, supply and/or distribute the Products and to adequately fulfill its obligations;
3.7 to comply with reasonable instructions that any Telecommunication Company may issue, from time to time, in relation to the matters contemplated herein;
3.8 to establish its own POS in the Territory in which it shall sell and distribute the Products.
3.9 to be allowed to appoint Retailers subject to written approval and consent by Telecommunication Service Providers.
3.10 will at all times ensure that there are an adequate number of Retailers and POS in the Territory to meet the demand for the Products and Services. Telco’s shall from time to time provide the Distributor with guidelines and targets of the demand expected from the Territory.
3.11 that Telecommunication Service Provider’s reserve the right at any time to object to the sale and distribution of its Products and Services through any one or more POS. In such event, the Distributor, Wholesalers and Associate Distributors shall be notified in writing giving reasons and the Distributor, Wholesalers and Associate Distributors shall immediately cease to use the Retailer or POS from selling and Distributing the Products and Services.
3.12 to use only the approved alternative channels and shall in no circumstance sell through retailers on the streets.
3.13 to settle Telecommunication Service Providers upfront and on the agreed terms herein.
3.14 to ensure that all its sales executives and /or representatives and its authorized and listed sub-agents identify themselves appropriately as representing Hubtel and do not represent themselves as working directly for any Telecommunication Service Provider or Mobile Network Operator.
3.15 to provide support to its customers with the assistance of Telecommunication Service Providers to address customer enquiries.
3.16 to sell the Airtel Products at the retail prices recommended by the Telecommunication Service Providers.
3.17 that in its entire POS, there shall be a sufficiently large and suitable area to display and present the Products and Services in a manner that is visible to the public. Vodafone reserves the right to approve or disapprove the display and recommend a suitable display for the Distributor to comply within two (2) days of notification.
3.18 to ensure that the POS do not give erroneous or misleading information regarding the Products and Services or information that deviates from the information and brochures supplied by Vodafone to the Customers.

4. Obligations of Telecommunication Service Providers
The Telecommunication Service Providers undertake, throughout the term of this Agreement:
4.1 not to do anything that would damage the good name and reputation of the Direct Account Dealer but to protect and enhance the good name and reputation of the Direct Account Dealer in the fulfillment of its obligations under this Agreement;
4.2 to act in strict accordance with the instructions and directions provided and standards set by it from time to time, regarding advertising, and publicity in relation to the subject matter of this Agreement as well as the use of any of the Direct Account Dealer’s marks and logos;
4.3 not to, under any circumstances whatsoever, actively induce or persuade any customer or potential customer of the Direct Account Dealer to subscribe to any service offered by a competing third party;
4.4 to indemnify the Direct Account Dealer against any loss or damage suffered by the Direct Account Dealer as a result of the Company’s failure to comply with all or any laws, license conditions and the requirements of any legislative body or government, local authority and to ensure that it, complies with the Direct Account Dealer’s instructions relating to this Agreement;
4.5 to provide all necessary human and other resources required to efficiently and adequately fulfill its obligations in terms of this Agreement;
4.6 endeavor to supply orders to Hubtel as requested by the Hubtel from time to time.
4.7 designate an account supervisor who shall be the contact person during the term of this Agreement.
4.8 notify Hubtel of any changes in the price of the Airtel Products twenty-four (24) hours before the effective date of the changes.
4.9 where necessary in the sole discretion of Airtel Ghana provide branding materials to Hubtel as may be required.