Professional Documents
Culture Documents
MUSANZE SHOWROOM
This Franchise Centre Agreement (Agreement h e r e i n a f t e r ) is
executed at Kigali, Rwanda by and b et w e e n :
AIRTEL RWANDA LIMITED, a company incorporated under the laws of
Rwanda, having its registered office at Remera, Airtel Building, P.O Box
4164, Kigali, Rwanda
its
registered
Company
Code
105086141
kigali,
Rwanda.
referred
to
as
Franchisee,
AIRTEL is
inter-alia engaged in
the
business of
providing
has desired
of entities for
1 | Page
Franchisee h a s
NOW
THIS
AGREEMENT
WITNESSETH
THE
TERMS
AND
the m a l e g e n d e r s h a l l
In this Agreement
the following
specified below:
a) Agreement
means t h i s a g r e e m e n t
dated
Schedules,
all i t s
Enrolment
Services
provided
by
and
such
and
Telephone
other Services,
Services,
Enterprise
as may be provided
by
agency
or
thereof
of
any
state,
municipal,
regional,
2.2. In
addition
FRANCHISEE
shall
also
provide
and
ensure
promotion,
retention,
churn
bill,
Collection,
management
cash c o l l e c t i o n s ,
the Agreement and shall be valid for a term of Five (5) years with
an optional of renewal unless
earlier terminated
by either
of the
4. NON-EXCLUSIVITY
It is expressly
any exclusive
Services
understood
right to FRANCHISEE
nor does
FRANCHISEE.
the
Agreement
AIRTEL expressly
similar arrangements
any
reserves
territorial
right
to
into
appropriate
in terms of business
s p e c i fi c a l l y
understands a n d
acknowledges
4 | Page
enhance
the
customer
experience
and
for
standardization
as
per
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.
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 of 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.
7.3. No other costs, payments and expenses would be borne by AIRTEL
unless specifically mentioned in this Agreement or mutually agreed
in writing in advance.
7.4. All t a x l i a b i l i t i e s
arising i n c o n n e c t i o n
with o r o u t o f t h e
as
to
well
incurred/sustained
AIRTEL either
as all
by
costs,
AIRTEL
under
this
Agreement
charges expenses
and
6 | Page
and losses
recoverable
from
8. TAXES
All
tax
liabilities
arising
transactions pertaining
of
in
connection
to FRANCHISEE
with
the
Agreement
agent
between
AIRTEL
and
FRANCHISEE
and/or
its
and statutory
FRANCHISEE
shall
and responsibility
of
of
to
the
salaries
to
be
given
guidelines with
to
FRANCHISEE
shall
be solely
liable
AUDIT
systems
arising
audit e i t h e r
directly
out
AIRTEL
or t h r o u g h
its
However
unless FRANCHISEE
no
such
Audit
shall
be
conducted
regard.
10.2. AIRTEL
or
any
Auditor
unrestricted
access to
electronically
or otherwise
call
for
Documents
appointed
all
and
by
Documents
AIRTEL,
whether
shall
have
maintained
from
the employees
of
and provide
other
the
event
the
audit
findings
relate,
to
overcharging,
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
11.
CODE OF CONDUCT
11.1.
in
employees
its
Code
of
from demanding/
Conduct
accepting
strictly
or
prohibits
payment
of
its
illegal
expects
and
or attempting
kickbacks
to
any
of
requires
to
pay
FRANCHISEE
illegal
to refrain
gratification/
from
bribes/
will
disclose
forthwith
any
breach
of
the
STATUTORY COMPLIANCES
only,
comply
through
with
all
this
Agreement
its employees.
And ensure
are
Further,
rendered/
FRANCHISEE
whatsoever nature
strictly
arising
thereof,
of any adverse
the entire
burden
claim
of
shall
be
borne by FRANCHISEE.
has
full
right,
title
and
interest
in
and
to
all
trade
of the Parties does not and shall not violate any provision of
any existing Agreement with any Party.
13.2. FRANCHISEE further represents and covenants as follows:
a. It has the requisite experience, expertise, manpower, mobility
and communication
perform and
d. 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
manner
for
AIRTEL
to
receive
the
deliverable
of
14.
NO IMPLIED WARRANTY
Except
as provided
and Warranties),
in this
Section
13
above
(Representations
or
undertakings,
or
conditions
INDEMNIFICATION
(interest
or
penalties
assessed
provident
regulations;
e. Claims b y gover nment
regulators
fi n e s , p e n a l t i e s , sanctions
from
or
comply
in
connection
with
its
or
or a g e n c i e s
other
remedies
for
arising
regulatory
legal
requirements
and
compliances;
f. Any claim on account of breach of confidentiality a n d security
of data occurring
commission
as
result
of
acts
of
omissions
or
of
omission
and
commission
of
employees
of
by
FRANCHISEEs
and/or
Sub-contractors
employees.
15.2. FRANCHISEE,
undertake
its
Partners/Directors
hereby
unequivocally
punitive
of AIRTEL against
measures,
each
and
all
penalties, damages,
losses,
claims,
actions,
proceedings,
attorneys
fees
and
cost
and
expenses,
disbursements
in
including reasonable
connection
therewith,
on account
verification. It is further
directions,
at
all
times
indemnify
and
keep
is
agreed
and
understood
by
FRANCHISEE
that
the
computer
system/software/ hardware
use
unauthorized
or
improper
use
and/or
negligence,
CONFIDENTIALITY
will
keep
confidential
all
data
provided
by
it for any purpose other than to perform its obligations under this
Agreement.
communicated
to
rights
and obligations
under
this
Agreement.
disclosure and
to protect the
and
connection
with
their
employment
(or
engagement,
if
or
or termination
of this Agreement,
confidential
owned by a Party
for any
to the
Requesting
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
are
with
or
information
identified
reasonably
necessary
this Agreement
operational
or
to the Requesting
to
otherwise
substantiate
required
for
by AIRTEL
whether
or by any of AIRTELs
registered
or not, constitute
affiliated
the exclusive
companies,
property
of
written
consent
of AIRTEL.
the
to
term
use
of
this
AIRTELs
Agreement,
IPR
only
FRANCHISEE
in
connection
is
with
FRANCHISEEs
commitments
as
set
out in
this
Agreement.
shall
In the event
caused,
of termination
FRANCHISEEs
Agreement.
FRANCHISEE agrees
of this
not to attach
of this
any additional
the
Customer/s,
identification
by
always however
FRANCHISEE
of
ensuring
being
that
the
the authorized
reserves
the
right
of
prior
review
and
approval
of
SOFTWARE
under
has a copyright.
However,
it is specifically
agreed
by
its
software/s,
including
its
billing
software,
to
materials
for t h e
reserves
the
right
to
inspect
the
use
of
computer
TERMINATION
notice
in
this Agreement
writing addressed
to FRANCHISEE
landlord/owner
forthwith
Premised
by
at its last
entered
is terminated
by
by the
other
data
including
but
not
limited
to
reporting
requirements of AIRTEL.
d) If FRANCHISEE h a s any overdue payments towards AIRTEL
during the subsistence of this Agreement.
e) If t h e a p p o i n t m e n t or c o n t i n u a n c e of F R A N C H I S E E
under this Agreement is likely to result in, at the sole decision of
AIRTEL, in loss of goodwill or reputation of AIRTEL.
f) If
FRANCHISEE
commits
any
misconduct,
fraud,
cheating,
arising
out
of
Majeure events.
20.5. 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
expenditure,
loss
investment,
commitments
made
by
or profit
or on account
capital improvements
FRANCHISEE
or
for
any
any
other
any
other
rights
and
remedies
provided
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.
b) FRANCHISEE shall w i t h i n 7 d a y s o f t e r m i n a t i o n , settle a l l
the
expiration
or
reason whatsoever
termination
shall
not
of
the
Agreement
affect
any
obligation
for
of
any
either
the
event
of
termination
FRANCHISEE shall
possession
hand
or
over
expiry
the
of
this
vacant
Agreement,
and
forthwith
peaceful
to AIRTEL.
from
the Licensed
Premises, from
the date
of
shall
at
its
own
expense
return
to
AIRTEL
future
marketing
plans
party
to
any action
or
lawsuit,
directly
or
indirectly
against
Affiliates.
24.2. NON SOLICITATION
During the Term, neither Party will knowingly solicit any of other partys
or its strategic partners employees,
agrees
and acknowledges
that during
the term of
telecom
Service
Provider.
FRANCHISEE
shall not
functions, responsibilities
this
Agreement,
and o b l i g a t i o n s
directly
or
through
of F RA NCHI SEE
any
other
entity
under
wherein
provided e l s e w h e r e
in t his A g r e e m e n t ,
24 | P a g e
of this
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.
24.7. SEVERABILITY
If any provision of this Agreement shall be found by any Government
or administrative
body of competent
jurisdiction
to be invalid or
valid
of this Agreement
for
any
The Parties
invalid
or e n f o r c e a b l e
hereby
agree
or unenforceable
provision,
shall remain in
to
attempt
provision
with
to
a
as and when
24.10.
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.
24.11.
CHANGES IN CONSTITUTION
This Agreement has been entered into on the basis of the present
constitution of FRANCHISEEs establishment as submitted to AIRTEL.
In
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
INJUNCTIVE RELIEF
Parties
understand
obligations relating
rights
under
to
and
acknowledge
confidentiality
and
that
violation
intellectual
of
property
this Agreement may cause the other Party and its affiliate
and
the
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
26 | P a g e
and conditions
these
shall
be
binding
on
FRANCHISEE
as and
when
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.
24.14.
FORCE MAJEURE
No failure
or omission
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
fire,
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.
24.15.
COUNTERPARTS,
CAPTIONS
&
REFERENCES
TO
may
be executed
simultaneously
in any number
shall constitute
instrument.
The
captions and headings are for convenience o f 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.
24.16.
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ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and
supersedes all oral and written representations and agreements between
the Parties including, but not limited to any earlier agreement relating
to the subject matter thereof or any other agreement
Parties in relation
to
the
subject
matter
hereof.
between
the
However, t h i s
Agreement w i l l not relieve the Parties from their respective rights and
obligations against each other arising out of or in connection with any
previous agreement.
parties h a v e
Alex MUGISHA
___________________________
___________________________
Managing Director
Managing Director
Date: _____________________
Date: ______________________
Witnesses
Names:
Brian KIRUNGI
___________________________
____________________________
28 | P a g e
Title:
EXHIBIT A
Scope of Work
1.
METHODOLOGY
a) The FRANCHISEE
ensure
at
customer
all
shall provide
times
and
comprehensive
services
to
the
said
customer
complaints,
queries
pre-paid
and
servicing
etc.
once
above,
handed
the
over to
and
handed
over
FRANCHISEE/
to
any
newly
other
appointed
its
sole
discretion
for
its
larger
business interests.
c) In case any AIRTEL Customer, other than
a Customer of FRANCHISEEs approaches
FRANCHISEE,
then
FRANCHISEE
and
customer
ser vices.
FRANCHISEE
was
equipped
OBLIGATIONS OF FRANCHISEE
The obligations o f
FRANCHISEE u n d e r
this Agreement a r e
as
Sales
a) FRANCHISEE
obtaining
will
endeavor
subscriptions fo r
to a c h i e v e
Sales
targets
of
Customer Services
d) FRANCHISEE is also expected to improve
its
FRANCHISEE Audit
scores by
co-
from
time
to
FRANCHISEE
fails
FRANCHISEE
Audit
time.
to
In
improve
scores
for
case
its
3
to
terminate
this
Agreement
this
purpose
FRANCHISEE
shall
confidence
FRANCHISEE shall
and
ensure
satisfaction.
that
each
follow-up
on each Customer
compliant/
query.
responsibility
It shall
of
be
FRANCHISEE
immediately
escalate
complaint/
query
to AIRTEL
that
cannot
the
to
any
be
sha ll
ensure
that
and
appropriate
shall
actions
ensure
are
that
taken
to
always
ensure
privacy
of
prescribed
shall
AIRTEL,
from
FRANCHISEE
time
shall
as
to
not
may
be
time.
Also
make
any
to
be
terminated.
Any
for
the
convenience
of
the
Customers
shall
keep
its
requisite
concerned
permission
from
authority/ies
operations
in
FRANCHISEE
the
locality
is located.
for
such
in
which
In the event
no
such
permission
by
the
concerned authority/ies,
FRANCHISEE
open
can
the
be
granted
then
Manpower
for
Agreement.
fulfilling
obligations
of
FRANCHISEE
under
this
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 w i ll 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
33 | P a g e
existing as well as newly recruited are conversant and fully trained with
the 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 f e e l s that the employees a s engaged
and employed by him need further training, AIRTEL shall provide the
same at the written request of the FRANCHISEE.
aforesaid shall be for a specified period and
period
AIRTEL
The training as
during
the
training
the
for
employees
specifically
training
give names
by
AIRTEL,
of its employees
FRANCHISEE
to AIRTEL
will
with clear
FRANCHISEE employees
employer
and
employee
will
claim
any
relationship
of
Administration
a) FRANCHISEE
shall maintain
proper
books of accounts
and
and bill
the
Customers
documents
thereof
and
also
to AIRTEL
permit inspection
or any
other
of all
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
(including
security
shall maintain
sufficient
(2 days average
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.
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 required to meet FRANCHISEEs b u s i n e s s
requirement, F R A N C H I S E E s h a l l also raise timely orders
and track/ monitor fulfillment of the same.
b) FRANCHISEE shall maintain sufficient quantity of stock of Point
Of
Purchase
advertisement
35 | P a g e
material
or
any
other
printed
material,
Product/Process
launched
by AIRTEL
in various
promotional
and
potential
Customers.
All
promotional
and
by
name
promotional
carried
as
the
activities
provider
relating
of
the
Services.
to A I R T E L
All
shall b e
Customer Verification
at
the
time
of
activating
the
the
documents
Customers
connection.
b) FRANCHISEE irrevocably agrees and undertakes that prior to
giving the prospective Customer connectivity to the Services of
36 | P a g e
AIRTEL.
FRANCHISEE shall
collect
and
ensure
that
of FRANCHISEE
to ensure the
Forms
Customers,
the
to
be
completed
by
potential/existing
responsibility
and
liability
of
It shall be
FRANCHISEE
to ensure
pertaining
to
verifi cation have been fully and completely seen and true
copies procured by FRANCHISEE;
iv. The verification car r ied out by FRANCHISEE f u l l y complies
with each and all requirements o f DoTs orders, directions
on the subject from time to time as also the requirements
of AIRTEL.
d) FRANCHISEE
process
for
verification
shall
devise
the mandatory
documents
and
an
delivery
efficient
of
administrative
Enrolment
Forms,
FRANCHISEE
liable
time.
to pay
as specified
FRANCHISEE
37 | P a g e
damages
shall be
without
obtaining
the
aforesaid
relevant
due to breach
be
the
sole
of this obligation
liability
of
of
FRANCHISEE
FRANCHISEE. Forwarding
of the Customers
Services shall be
regulations
done by
and policies
and connection
FRANCHISEE
as
to AIRTELs
per
the
of AIRTEL. It is specifically
rules,
agreed
shall
FRANCHISEE
debit
such
on account of
General
a) FRANCHISEE shall
always
agree
to and
follow
all future
of FRANCHISEE
shall be directly
managed,
without
obtaining
prior
to
any
other
company/
business
associate
of
AIRTEL.
("group
of
Bharti
group
of
companies
and/or
such
of
those
shall
take
Comprehensive
expense
General
Liability
of FRANCHISEE
documents,
papers
and provide
and
specimen
necessary
reports/
material,
promotional
item s ,
etc.
AIRTEL
and
FRANCHISEE m ay from time to time also carry out joint and cooperative advertisement and
other
promotional activities i n
and
FRANCHISEE
the
shall
ratio
of
be
sharing
intimated
between
to
AIRTEL
and
FRANCHISEE.
to the
Services
and
other
charges
as
EXHIBIT - B
INFRASTRUCTURE SPECIFICATIONS AND COST
1.
AIRTEL
shall
install
the
infrastructure
facilities/
material
The
software)
FRANCHISEE
shall
at
the
facilities/
Licensed
be responsible for
FRANCHISEE
maintain
40 | P a g e
shall
also
at
basic infrastructure
its
own
facilities
cost
such
install
as
and
requisite
telephone
facility,
connection(s),
office
stationary,
vaults
and
such
other
also
procure,
install
and/or
make
modifications/
of
invested
in
EXHIBIT C
COMMERCIAL TERMS
1. All p ay m e n t s
between t h e P a r t i e s s h a l l b e g o v e r n e d
and
2.1.1. Effective April 2017, the FRANCHISEE shall undertake to pay 50% of
rent and 100% for utilities.
2.1.2. Effective April 2018, the FRANCHISEE shall undertake to pay 100%
of operational costs.
2.1.3. Adhere to monthly targets as set by Airtel and approved by the
Franchisee;
2.1.4. Train staff regularly to harness the customer service interface and
experience.
2.1.5. Cover a royalty payment of 12% to be paid to Airtel on Net Margin as
from November 2018.
3. PAYMENTS AND OBLIGATIONS BY AIRTEL
3.1. Airtel shall continue to make 100% payment for staff remuneration,
3.2.
14%
3.3.
by
AIRTEL
and
43 | P a g e
recoverable
from
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
of Saturday
and Sunday
shall be deposited
on
Monday
e. 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
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
44 | P a g e
Activity
Actionee
45 | P a g e
FRANCHISE
AIRTEL
E
FRANCHISE
Bank