Channel Partner Agreement - Version - (CDMA) - 1.1

TATA TELESERVICES (MAHARASHTRA) LIMITED CHANNEL PARTNER AGREEMENT PREPAID EBS SME POSTPAID Branded Retail EMBU
Agreement No
THIS AGREEMENT (Agreement) is made and executed at _________________ on dated _______________________ BETWEEN TATA TELESERVICES (MAHARASHTRA) LIMITED, a company incorporated under the provisions of the Companies Act 1956, having its Registered Office at Voltas Premises, T. B. Kadam Marg, Chinchpokli, Mumbai 400 033 Corporate at (For all Correspondence) at D-26, TTC Industrial Area, MIDC, Sanpada, New Mumbai 400 703 Circle Office located at Address __________ ______________________________________________________________________________. (Hereinafter referred to as TTML which term and expression shall unless repugnant to the meaning and context hereof shall mean and include its successors in business and assigns), of the ONE PART; AND
Tata Teleservices (Maharashtra) Limited Channel Partner - TTML/CPA/1.1 1
CHANNEL PARTNER, whose name and address are mentioned hereunder and hereinafter referred to as Channel Partner, which term and expression shall unless repugnant to the meaning and context hereof shall mean and include its successors in business, heirs, legal representatives, nominees, partners, executors, administrators and assigns) of the OTHER PART; If the Channel Partner is a company incorporated under the Companies Act, 1956 Name of the Company: __________________________________________________________ Name of the Director/Authorized Representative: ___________________________________ OR If the Channel Partner is a partnership firm registered as such under the provisions of the Indian Partnership Act, 1933: Name of the Partnership: ________________________________________________________ Name of the Managing Partner: ___________________________________________________ Fathers Name: ________________________________________________________________ Age: __________years OR If the Channel Partner is a sole proprietary concern/establishment: Name of the concern/establishment: ______________________________________________ Name of the Proprietor: _________________________________________________________ Fathers Name: ________________________________________________________________ Age: _________ years Address of the Channel Partner: ________________________________________________ _____________________________________________________________________________. WHEREAS TTML is licensed to establish, maintain and operate telecommunication service and other value added services in Mumbai and Maharashtra (including Goa) telecom circles in India under the licenses granted by the Government of India through Department of Telecommunications (DoT).
TTML, for the purpose of marketing the Products and Services, had desired to appoint channel partners in the Service Area, who shall market the Products and Services and the schemes offered thereunder, through its dealer/ operator network. Channel Partner herein had represented that it/he/she possesses necessary and requisite infrastructure, sufficient place (hereinafter referred to as the Outlets) manpower and adequate financial resources to market the Products and Services of TTML and fulfill all its/his/her obligations contained in this Agreement, so as to effectively distribute and market the Products and Services of TTML to the complete satisfaction of TTML and hence has offered to be appointed as a non-exclusive channel partner of TTML. Relying on the aforesaid representations of Channel Partner and believing the same to be true and that the intentions of Channel Partner are bonafide, TTML have agreed to appoint Channel Partner as a channel partner of TTML, on non-exclusive, non-transferable and revocable basis, for marketing the Products and Services of TTML in the Service Area. Pursuant thereto and in consideration of mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as below: NOW THIS AGREEMENT WITNESSETH: 1. Definitions a) Competing Service shall mean a competing telecommunication service provided by an operator other than TTML in the Service Area; b) Confidential Information shall have the meaning given to that term in this Agreement. c) Consideration shall mean the trade discounts, commissions and other monetary compensation that Channel Partner is entitled to receive for distributing the Products and Services, which will keep changing periodically due to various factors including changing nature of market and the same will be informed by TTML to Channel Partner from time to time, as set forth in the Schedule B. d) Chargeback shall mean recovery of the written down value (WDV) of the Product given for distribution against the deposit and will be imposed as per TTML policy on cases where the Products have been declared as untraceable by Channel Partner in the Service Area, as set forth in the Schedule B herein, which policy may be modified by TTML and such modifications shall be communicated by TTML from time to time. e) Channel Partner shall mean the person whose name is appearing hereinabove, appointed by TTML and under this Agreement for marketing and/or distributing the Products and Services of TTML. f) Claw back shall mean recovery of the Consideration paid to the Channel Partner on various grounds, as set forth in the Schedule B herein, as per TTML policy, which may be modified by TTML and modifications will be communicated by TTML from time to time. g) Effective Date shall mean the date of signing or a date mutually agreed where the conditions precedent as may be agreed between parties have been met. h) Intellectual Property Rights / IPR include TTML trademarks, trade names, trade dress, patents, copyrights, other commercial symbols, designs, logos monograms, and all other intellectual property rights, owned and/ or used and/or licensed by and/ or associated with TTML including the marks or names relating to the Products and Services, whether or not registered under any law.
i)
Manual shall mean the operational manual prepared/to be prepared or on behalf of TTML (which shall always remain the property solely of TTML) for use by TTML, Channel Partner and which sets forth information, rules, policies, operational instructions, commercials and statutory/regulatory guidelines relating to the operations of Channel Partner hereunder. Manual may be updated and modified by TTML periodically and changes shall be communicated to Channel Partner from time to time. j) Outlets shall mean the principal place of business of Channel Partner, approved by TTML and/or for the purpose of this Agreement, the suitability of the same would need be exhibited & demonstrated by Channel Partner for the complete period of the Agreement. k) Party/Parties shall mean the parties executed this Agreement in singular and plural respectively. l) Performance Criteria shall mean that the parameters under which Channel Partner shall be judged periodically by TTML, in order to assess and evaluate Channel Partners performance, achievement of the targets in marketing the Products and Services and rendering other services.. m) Person shall mean any individual, company, corporation, partnership, joint venture, firm, trust, association, sole proprietorship, government or government agency or other entity howsoever designated or constituted. n) Products and /or Service shall mean one or more of the telecom products and services provided by TTML either directly or through its distributors, in the Service Area, which includes distribution of mobile handsets, telephone instruments, telecom equipment, network interface units (NIU), SIM cards, RUIM cards, USB modems, v-data cards, recharge vouchers, calling cards, provision of all unified access telecommunication services and other value added services under the Unified Service Licenses issued by DoT and all other services within the purview of the said licenses, as may be included/specified by TTML, from time to time. o) Service Area shall mean the geographical limits specified by TTML within which Channel Partner shall operate for distribution of the Products and Services. This demarcation of area is necessary as the Channel Partner has infrastructure only in this area to carry out the assigned functions and service present and potential subscribers of TTML. p) Subscriber/s/ Customer/s shall mean a Person who/ which has subscribed for the Service from TTML, and may include the Person who purchases the Products. q) Subscription shall mean a subscription by a Subscriber/Customer for provision of Service by TTML. r) Term shall mean the tenure of this Agreement as contemplated in clause 6 of these presents. s) TTML System shall mean the unique operating and marketing system owned or licensed to be used by TTML providing telecommunication Services including the distribution of Products, value added services, with a consistent image and at a consistently high level of quality, which includes the features; unique methods, procedures, programmes, standards and specifications; the marks; interior and exterior designs, design layouts and accessories; identification schemes and Service standards as may be modified, upgraded or altered by TTML and/or by, from time to time.
2. Appointment 2.1 Channel Partner hereby confirms and agrees that the representations and assurances given by it/him and recorded herein form the basis of this Agreement and relying on such assurances and representations of Channel Partner, TTML hereby appoints Channel Partner for the purpose of distributing/selling/reselling of Products and Services, and any other products/commodities, as may be specified by TTML, from time to time. The appointment of Channel Partner is subject to the terms and conditions set forth in this Agreement. Channel Partner also agrees that in view of rapidly changing telecom market, TTML may have to review from time to time the commission structure and other commercial terms and conditions including Clawback, Chargeback and TTML shall communicate within reasonable time such modifications to the Channel Partner. This appointment is non-exclusive and TTML reserves its right to appoint one or more distributors, other representatives or agents to market the Products and Services or TTML can market the same directly by itself in the Service Area for which Channel Partner is appointed or in any other area as TTML may deem fit. This appointment is only valid for the representations, obligations and other covenants as set forth in this Agreement and it is agreed by the Channel Partner that TTML may at any time at its absolute discretion amend and make changes to this Agreement as it may become necessary for TTML due to any change in law, rules regulations or due to any change in the terms and conditions of the said license granted by the DoT, or due to changing market conditions or which may be necessary to ensure that the Subscribers get better Service and range of Products. Channel Partner acknowledges that it is acting for the limited and exclusive purpose of this Agreement, which does not constitute Channel Partner as a servant or employee or partner or joint venture or affiliate or group company of TTML. Channel Partner shall have no authority to bind TTML in any respect whatsoever and shall not hold itself out as owned by or associated with TTML other than as an independent channel partner on a principal to principal basis authorized and permitted to market the Products and Services under these presents. None of the employees of Channel Partner shall be construed or deemed to be the employees of TTML at any time and Channel Partner shall indemnify and keep indemnified TTML, its directors and officers against any claim, demand, loss or whatsoever in this connection.
2.2
2.3
2.4
3. Contents and Circulars 3.1 The schedules, appendices, annexures attached/annexed hereto are integral part of this Agreement. All documents executed between the Parties in pursuance to the terms and conditions of this Agreement and all circulars and written communications/directives/specifications issued by TTML under this Agreement from time to time shall form an integral part of this Agreement subject to clause 3.2. Channel Partner hereby expressly agrees that all further circulars, communications and other written directives/specifications that will be issued by TTML to Channel Partners from time to time, either for amending the scope of this Agreement or Consideration or any other part of this Agreement shall be deemed to be accepted and agreed by Channel
3.2
Partner unless Channel Partner shall have responded in writing to TTML within seven (7) calendar days expressing his disagreement of the same. 4. Organizational Values 4.1 The Tata Group has always been a value driven organization. These values continue to direct the Groups growth and businesses. The five core Tata Values underpinning the way TTML does its business are: a. Integrity TTML must conduct its business fairly, with honesty and transparency. Everything TTML does, must stand the test of public scrutiny. b. Understanding TTML must be caring, respectful, compassionate and humanitarian towards TTML colleagues and customers around the world and always work for the benefit of India. c. Excellence TTML must constantly strive to achieve the highest possible standards in day-to-day work and in the quality of goods and services TTML provides. d. Unity TTML must work cohesively with its colleagues across the group and with the vendors, customers and channel partners, business associates around the world to build strong relationships based on tolerance, understanding and mutual co-operation. e. Responsibility TTML must continue to be responsible and sensitive to the countries, communities and environments in which it works, always ensuring that what comes from the people goes back to the people many times over. 4.2 4.3 Accordingly the above values shall be adhered to by Channel Partner during his / its association with TTML. Channel Partner shall strictly comply with the Tata Code of Conduct as set forth in Appendix 1 herein.
5. Ethics 5.1 5.2 In its effort towards Excellence and in Management of Business Ethics at TTML, an Ethics Management Team is constituted. The main objective of the Ethics Management Team is to: a. Record, address and allay the issues and concerns on ethics raised by different stakeholders like employees, consumers, vendors, channel partners, business associates etc. by initiating immediate corrective actions. b. Ensure proper communication of the ethics policies and guidelines through prominent displays at all offices of TTML and through printed declarations in all concerned documents where external stakeholders are involved. c. Ensure proper framework of policies as preventive measures against any ethics violation recorded by them.
d. Prepare and submit MIS of all issues and concerns, corrective and preventive actions on monthly basis to the top management for their information. 5.3 All members of TTML and business associates, channel partners, stakeholders will note the names and addresses of the Ethics counselors/ coordinators in their respective areas and also further communicate to Ethics Counselors/Coordinators in order to register any grievance on ethics violation henceforth. TTML shall urge all its channel partners, business partners, suppliers and other associates to adhere to the ethics, in letter and spirit. Channel Partner acknowledges that in case, he/it comes across any breach or violation of ethics, either during or after the Term of the Agreement, Channel Partner can escalate the same to the Ethics Officer in the concerned location in a sealed envelope or email, marking Confidential. Such communications shall be strictly kept confidential by TTML. To find the details of the Ethics Officer, the following website may be visited: www.tataindicom.com
5.4
6. Term 6.1 The effective date for the contract shall be date of signing or the date when the following conditions precedent have been met by the Channel Partner: The parties have signed the Agreement The Outlet has been accepted by TTML The minimum display of TTML products has been agreed between parties Interest free security deposit as determined by TTML has been paid to TTML.
6.1.1 6.1.2 6.1.3 6.1.4 6.2
The Agreement shall be deemed to have commenced from the Effective Date and shall continue to be in full force and effect until March 31, 2012 (Term) from the Effective Date of this Agreement, unless terminated, as contemplated herein. The Parties shall be free to extend the Term for a further period of one year on mutual consent in writing.
6.3
7. Responsibilities, Duties and Obligations of TTML TTML shall be responsible for the following and accordingly shall: 7.1 Endeavour to provide Channel Partner with such marketing information and periodic Products and Service features which in TTMLs opinion will assist Channel Partner in the performance of its/his/her obligations hereunder. Use its best efforts to provide good coverage and grade of Service consistent with market requirements. Endeavour to make available and provide to Channel Partner, Products and Service consultations and brochures and other aids, as have been published by TTML. The quantities will be established by TTML.
7.2 7.3
7.4 7.5 7.6
Make the Consideration to Channel Partner, as contemplated in the Schedule B of this Agreement. Communicate/ inform Channel Partner on an ongoing basis of all changes in the rates, conditions and Service Areas, as soon as practicable after any such change. Assign a representative of contact in TTML to assist Channel Partner for resolving problems, to support Channel Partners service efforts or to provide Channel Partner with information pertinent to the Products and Service or other information that TTML would deem necessary/ important.
8. Responsibilities, Duties and Obligations of Channel Partner 8.1 Channel Partner shall be responsible for various duties and obligations set forth in this section and undertakes to perform the same and all other duties and obligations under scope of service for channel partner arrangement as set forth in Schedule A hereto, as amended, modified from time to time by TTML, in letter and spirit. Channel Partner acknowledges and agrees that strict compliance with the standards and requirements as set out in this Agreement and the Manuals that may be supplied and as are modified and amended from time to time by TTML, is necessary for Channel Partner to maintain its/his appointment as a channel partner of TTML. Channel Partner without limiting to the generality of the foregoing shall comply with those responsibilities, duties and obligations set forth herein. Channel Partner acknowledges and agrees that it is its/his responsibility for deployment of necessary resources, equipments, facilities and to appoint dealer/retailers to work under its/his supervision and control, who will run the outlets in the Service Area, as contemplated above and as may be stipulated by TTML, from time to time. In such cases Channel Partner shall have absolute control over such dealers/retailers functioning in terms of the guidelines/ stipulations / instructions of TTML. Channel Partner shall be fully responsible for the remuneration/wages/salary/any other payment/ discount that may be payable to its dealer/retailers/personnel in respect of the services rendered by them and TTML shall not be held responsible for any such payments, whatsoever. Channel Partner shall be liable to ensure that the personnel identified/appointed by Channel Partner do not commit any act or omission, which may result in violation of this Agreement or of the agreement between Channel Partner and such dealers/retailers and / or of any applicable law/s. Channel Partner agrees to and accordingly shall: i) Obtain necessary license, permits and the like from the concerned statutory and/or local bodies in respect of Channel Partners operation under this Agreement, including any specific licenses/permits required for playing channel/pipe music in the Outlets and other business outlets in connection herewith and ensure its continued validity and strict compliance thereof; Diligently and faithfully carry out all its/his/her obligations and duties as a channel partner and at all times protect and promote the interest of TTML;
8.2
8.3
8.4
ii)
iii)
Not commit breach or violate any of the terms and conditions of this Agreement and shall also honors and follow such instructions as may be issued by TTML from time to time; Accept and abide by any change in the terms and conditions of this Agreement including but not limited to the scope of service, which may in the absolute discretion of TTML become necessary due to any change in law, rules and regulations or due to market dynamics, or due to any change in the terms or conditions of the said licenses granted by the DoT including any change in the tariff or which change may be necessary to ensure that the Subscribers, general public get better Service and range of Products; For all times to come, keep strictly confidential all information, data, details, customer lists, Manuals and all other documents, which Channel Partner may receive or acquire from TTML, by virtue of it/him/her being appointed as TTML channel partner; Appoint dealers/retailers/operators to work under it/him/her in the Service Area depending upon the requirements and /or as may be instructed/advised by TTML, from time to time; Have complete control over such dealers/retailers/operators and ensure their strict compliance of statutory obligations and rules, regulations and all other guidelines/instructions etc from TTML, in their operation by means of thorough supervision of their activities; Pay applicable commissions/ service charges in terms of the agreement between Channel Partner and the dealers/retailers/operators and ensure uninterrupted service in distribution of Products and Services; Follow the guidelines/ stipulations that are outlined in the Manuals that may be supplied by TTML, from time to time.
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ix) 8.5
Channel Partner agrees to and accordingly shall i) Be liable to pay all the taxes such as sales tax, service tax applicable and payable in respect of the subject matter of this Agreement and any statutory increase in respect thereof; Maintain such marketing and distribution standards as are, in the opinion of TTML, appropriate considering the quality and reputation of Products and Service; At all times promptly, efficiently and in business like manner provide top quality service to the Subscribers, potential subscribers and respond to any and all Customer/public enquiries regarding the Products and Service; Employ a fully trained service staff in accordance with the standards set by TTML. The number of trained sales personnel shall be adequate to provide prompt and efficient services keeping in view the TTMLs service standards
ii)
iii)
iv)
v)
Advertise the Products and Services using the promotional materials or literature either supplied by or approved in advance in writing by TTML and shall maintain stock of Point of Purchase (POP) material or any other printed material, advertisement material, etc. as specified by TTML from time to time, which shall be used for the purpose of promotion and distribution of Products and Services. All such POP materials shall have TTML logo and shall be printed only after specific written approval of TTML. However, any tax liability/ies, as may be applicable from time to time with respect to display of such POP materials in the Outlets shall be borne by the Channel Partner; Participate in all programmes and promotions and other activities, which TTML may require Channel Partner to participate from time to time; At all times co-operate with and render all assistance to the representatives of TTML and report promptly to TTML within 24 hours of any information, which may come to Channel Partners notice regarding customer complaints or claims or feedback with respect to the Products and Services, Customer needs and interests and local market conditions and shall maintain a separate registers in respect of the same and the communications to TTML. Provide a interest free security deposit as may be decided by TTML from time to time, as a security for due performance and observance of all the terms and conditions of this Agreement, all the instructions from TTML relating to the rules and regulations governing the Products and Services and any orders in connection therewith by the statutory authorities; Immediately inform TTML, if at any point of time in future, any relative of Channel Partner/ persons in charge /control of Channel Partner/ partners/associates of Channel Partner engaged in any Competing Service. Channel Partner has assured TTML that at present no such person of Channel Partner is engaged in any business or activity in Competing Service; Be responsible for the rent, rates, taxes and other expenses pertaining to the maintenance of the Outlets and provision of the distribution services thereat; Comply with all requirements / obligations / guidelines / instructions, established by TTML for Channel Partners from time to time; Promptly inform TTML forthwith in case of any change in the constitution of the Channel Partner and shall submit a copy of revised constitutional documentation to TTML, within reasonable time. However this provision shall not apply if the Channel Partner is a proprietary concern.
vi) vii)
viii)
ix)
x) xi) xii)
8.6 Statutory Compliance i) Channel Partner acknowledges and agrees that it/he/she having to associate with TTML under these presents, which is always demonstrating to be a good and responsible corporate citizen, shall have to conduct business at all times in strict compliance with all applicable laws, rules, regulations and other governmental/
statutory / regulatory requirements, which is mandatory to maintain its association with TTML as a channel partner. Accordingly, Channel Partner shall be responsible various labour enactments, including but not limited to the provisions of Provident Fund and Miscellaneous Provisions Act, Employees State Insurance Act 1948, Minimum Wages Act, Payments of Wages Act 1936, Shops and Establishments Act, Child Labour Act, other provisions under corporation/municipal & other local laws, and shall ensure that no person below the age of 18 years will be engaged directly or indirectly for execution of the terms of this Agreement. Channel Partner confirms that TTML shall not be liable in any manner whatsoever for any noncompliance on the part of Channel Partner of the applicable laws and in the event of any adverse claims/actions/demands/proceedings of whatsoever nature arising thereof, the entire burden including costs and expenses shall be strictly borne by Channel Partner. Channel Partner agrees to indemnify and keep TTML indemnified in respect hereof. ii) Channel Partner shall maintain all requisite records, registers, account books etc. which are obligatory under any applicable law and shall provide such information as may be required under any law to any authority. Channel Partner shall furnish a mandatory indemnity to TTML in the format provided in Appendix 2 herein.
iii)
8.7
Channel Partner shall ensure that neither Channel Partner nor the dealers/retailers appointed by Channel Partner or anyone under any of them: i) Make/s or give/s directly or indirectly, orally or in writing, any guarantees, representations or warrantees, express or implied, with respect to the Products and Services, rate packages in the Products and Services, to the Customers or any Person, save and except as may have been expressly authorized by TTML. Offer the Products and Service to anyone at rates or prices other than those specified by TTML or provides incentives or subsidies, which may have the effect of doing so. Engage or do or cause to be done or be a party to any unfair or unethical trade practices or any other business practice with respect to the distribution service or indulge in any illegal or unlawful activities. Carry on or allow anyone to carry on, at any time in its/his Outlets or any part thereof any other business including the business of any Competing Service or otherwise howsoever associating with any Competing Service.
ii)
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8.8
Channel Partner expressly agrees that in view of rapidly changing market dynamics, TTML shall have the right and option to revise the scope of the services to be rendered by Channel Partner from time to time based on the operational requirements and the same shall be final and binding on Channel Partner.
8.9
Channel Partner shall procure the Products from TTML or such Person/s authorized by TTML. Channel Partner shall ensure that there is no sale of spurious and unauthorized Products from Channel Partner outlet(s) and/or the retails outlets under the control of Channel Partner.
8.10 It shall be the responsibility of Channel Partner to effect the sales and service through proper invoices or as may be advised by TTML. In case of invoices, it shall be serially numbered, dated and detailing the material particulars of the Products and Services, name and address of purchasers and after reasonable verification that such purchase is for subscribing for TTML Service in the circle in which the Channel Partner is appointed. If Channel Partner has been paid cash subsidy/support by TTML or any Person at the instance of TTML, on any Product sold to the Channel Partner by TTML or any authorized dealer of TTML, any lethargy, negligence in observing this condition or malafide act on the part of the Channel Partner would entitle TTML to terminate this Agreement without notice and recover from Channel Partner the amount of subsidy/support on the quantity of the Products, which in the reasonable opinion of TTML has been diverted to uses and/or areas not intended under this Agreement or in violation of uses/areas intended under any agreement signed by Channel Partner with authorized dealer/s / vendor/s of TTML. This is without prejudice to right of TTML to take any other legal action including action for criminal breach of trust. 8.11 Channel Partner warrants that no officer, director, employee of TTML or immediate family member thereof (collectively TTML personnel) has received or will receive anything of value of any kind from Channel Partner or its officers, directors, employees or agents (collectively Channel Partner personnel) in connection with this Agreement and that no TTML personnel have a business relationship of any kind with Channel Partner or Channel Partner personnel. 8.12 Safety: Channel Partner shall adopt and implement such safety practices and measures that are relevant to the distributing/selling/reselling of Products and Services, and any other products/commodities, as specified by TTML, from time to time under this Agreement as per the industry standards. In addition, the Channel Partner shall strictly observe and comply with all applicable safety laws, rules and regulations, safety standards & measures, accident prevention programs as required under the applicable laws and/or as stipulated by TTML from time to time. Further the Channel Partner shall ensure that their employees, agents and sub-contractors comply with such safety practices and measures in performing their obligations in connection with the Agreement and shall be responsible for providing constant and adequate supervision of the workplace to ensure compliance of all the applicable laws and regulations in relation to health, safety and security of employees and for taking all practical steps to prevent any accidents. Channel Partner shall furnish to TTML at an interval of every three months, a Safety Compliance Declaration, the format of which is set out in Schedule F. Channel Partner acknowledges that any liability arising on account of any noncompliance of the aforesaid safety practices and measures shall be to its own account. 9. Targets and Forecasts 9.1 From time to time, TTML will set Performance Criteria for Channel Partner and will review with Channel Partner minimum sales targets, taking into account the market
development and potential and other relevant factors. The achievement of these sales targets by Channel Partner is a material obligation under this Agreement. 9.2 If, in the opinion of TTML, Channel Partner is at any time not adequately meeting the Performance Criteria, sales targets, then without prejudice to any of its other rights and remedies under this Agreement, TTML may, at its option vary this Agreement, so as to exclude, reduce, modify, suspend the periodic sales, allocations, and/or assignments. Parties agree to review the Performance Criteria on monthly basis and TTML shall advise Channel Partner in writing of any shortfall in the performance targets and Channel Partner shall furnish in writing its explanations for such shortfall. Channel Partner shall maintain stocks of the merchandise in sufficient quantity at the outlet(s) arranged by Channel Partner. The extent of merchandise and the quality shall be determined by TTML, on the basis of business requirement as set forth by Channel Partner. The merchandise sold to Channel Partner as provided in this Agreement shall be stored and displayed in its outlet(s) by Channel Partner.
9.3
9.4
9.5
10. Consideration, Claw back and Charge back 10.1 In consideration of duly performing the duties and obligations as contemplated herein, Channel Partner shall be entitled to the Consideration as set forth in Schedule B attached herewith. 10.2 Channel Partner acknowledges and agrees that the aforesaid Consideration will not be firm and will change periodically, considering the market dynamics, business targets and various other factors. Channel Partner agrees that TTML shall be free to communicate such amended Consideration month on month or other periodicity as TTML may deem fit, in accordance with TTMLs policy in respect of the same. Channel Partner specifically agrees with TTML that no specific consent or acceptance of Channel Partner will be required for such communication/s and any such communication/s in writing upon receipt thereof, shall be deemed accepted by Channel Partner, subject to clause_14.5. 10.3 Channel Partner acknowledges and agrees that TTML has implemented a Clawback and Chargeback policies for its channel partners and such policies, as amended from time to time, shall be applicable to Channel Partner. Channel Partner agrees with TTML that such Clawback and Chargeback policies will be communicated to the Channel Partner and any such communication/s in writing upon receipt thereof, shall be deemed accepted by Channel Partner unless Channel Partner expresses his/its disagreement within seven (7) days of receipt of such communication. All such communications from TTML, until modified, will be in the format provided in Schedule D. 10.4 Channel Partner shall be solely liable for any state and local taxes, including sales tax, in relation to this Agreement. TTML shall have no liability or obligation for any state or local income tax liability of Channel Partner or any person assigned/appointed by
Channel Partner. Any payment from TTML to Channel Partner, in the event payable, shall be subject to tax deduction at source under the Income Tax Act, as applicable. Channel Partner shall issue tax invoice as defined in Service Tax rules to enable TTML to take any service tax credit. 10.5 Parties agree for reconciliation of accounts on a monthly basis and in accordance with TTML guidelines. TTML shall have the right to withhold any Consideration/other payments to Channel Partner, where the Channel Partner fails to co-operate with TTML team members to complete the reconciliation on time. TTML shall not be liable for payment of any interest to the Channel Partner for any delay in such payments in case of Channel Partners non co-operation or default. The reconciliation report of TTML shall be final and binding on the Channel Partner if the Channel Partner does not respond to the same within five (5) days of the reconciliated accounts being notified to the Channel Partner. 11. Inspection of Business, Records and Reports: 11.1 In the event: (i) That any payment, which is due by Channel Partner to TTML, pursuant to this Agreement or any other agreement, is unpaid and remains unpaid in whole or in part for more than 15 days; and/or That Channel Partner is in breach or TTML has reason to believe that Channel Partner is in breach of any provisions of this Agreement; and/or That there is a material reduction in the monthly level of Subscription being obtained by Channel Partner;
(ii) (iii)
Channel Partner shall: a. b. Provide to TTML such reports and financial information together with such details and breakdown and supporting records as may be prescribed by TTML. Permit TTML to make inquiry of Channel Partners bankers and other trade creditors and associates to discuss the affairs, finances and accounts of Channel Partner with all such persons in any way related to Channel Partner and; Permit TTML or its authorized representatives to inspect, examine and audit computer, all books, records and materials relating to Channel Partner, to inspect the Outlets and to otherwise examine the manner in which Channel Partner is conducting his business.
c.
11.2 Channel Partner shall establish a bookkeeping, accounting and record keeping system and maintain financial records in accordance with generally accepted accounting principles and shall maintain at each location an accurate record and account of all transactions. 11.3 Channel Partner shall prepare and forward as and when required by TTML any and all forms and reports that TTML deems necessary.
11.4 Channel Partner shall permit TTML or its authorized representatives enter upon and remain in Channel Partners Outlets for such time as TTML may deem necessary in its sole discretion to inspect, examine and audit computer, all books, records and materials relating to Channel Partner, inspect the Outlets and otherwise examine the manner in which Channel Partner is conducting his business and for the purpose of this Agreement. 12. Customer Care Program and Facilities 12.1 Channel Partner shall participate in Customer care and warranty programmes as may be required by TTML. Channel Partner shall provide top quality Service, installation and post installation Services to all the Customers. 12.2 Channel Partner shall comply with all provisions of Manuals and other guidelines supplied by TTML in this connection. 13. Intellectual Property Rights 13.1 Channel Partner acknowledges that all IPR including trademarks, patents, design marks etc; whether registered under the applicable Acts or not, is the exclusive property of TTML. This Agreement shall not in any way give or shall not be deemed to give, to Channel Partner any right, interest or ownership upon any of the IPR, promotional advertising or other written materials relating to the Products and Service except for the right to use any IPR strictly in accordance with the terms and conditions hereof. All goodwill associated with such IPR shall inure exclusively to the benefit of TTML. 13.2 Channel Partner covenants and agrees that it/he/she shall; (i) Not use any of the IPR as any part of its/his corporate, firm or business names and may only use such of the IPR and in such manner and for such purpose as TTML may specify and approve in writing. Not use any of the IPR in any manner which may represent or indicate that it/he is the owner of the IPR or for any other purposes, save and except in accordance with the terms and conditions of this Agreement or as may otherwise be specifically authorized by TTML in writing. Neither during the Term of this Agreement nor at any time thereafter directly or indirectly, dispute or contest the validity or enforceability of the IPR or the rights/ownership of TTML thereof or attempt any registrations thereof or attempt to dilute the value of any goodwill attaching to or enuring from the IPR of TTML. Immediately notify TTML, of any infringement of the IPR by anyone. In such case TTML shall have the sole discretion to take such action, as it deems appropriate. Affix in a location specified by TTML in or upon the Outlets a signage/signboard provided by TTML, which shall always be the property of TTML and safekeeping and maintenance of the same shall be the responsibility of Channel Partner. Channel Partner shall be responsible for any and losses, damages, expenses and costs arising on account of loss, theft, damage or destruction of such signage/signboards as referred above.
(ii)
(iii)
(iv) (v)
13.3 If it becomes advisable at any time, in the sole discretion of TTML, for Channel Partner to modify or discontinue the use of any of the IPR or to use one or more additional or substitute IPR, Channel Partner shall do so immediately on notice from TTML. 14. Termination 14.1 Termination by TTML: Not withstanding any provision to the contrary, TTML may at any time terminate this Agreement forthwith by giving written notice to Channel Partner upon the happening of one or more of the following: (i) The said license/s issued by the DoT to TTML, being terminated or coming to an end for any reason, whatsoever, or the said license/s being suspended for any period. Any breach or violation of any of the terms and conditions of this Agreement and/or any Manuals, other guidelines/stipulations/instructions of TTML, by Channel Partner, and if, within 30 days of written notice as contemplated above, from TTML of the breach or violation, such breach or violation is not cured / rectified by Channel Partner. Any sale, transfer or relinquishment by operation of law or otherwise, of legal control or management or ownership of or over Channel Partner, during the Term of this Agreement without TTMLs prior written consent. Commencement of any proceedings relating to Channel Partner under Insolvency Act or under any other law relating to insolvency or bankruptcy or for winding up by the creditors for Channel Partners inability to pay the debts, which is not otherwise stopped within 30 days from the institution thereof or adjudication of Channel Partner as an insolvent/bankrupt or the appointment of a temporary or permanent receiver, trustee or other officer/s having similar powers, over Channel Partner or Channel Partners business or any levy or seizure under attachment, execution or any other similar process on Channel Partners business or a substantial part of its/his assets or any assignment by Channel Partner for the benefit of the creditors. Submission by Channel Partner to TTML of any false or fraudulent claims for reimbursement, refund, credit, rebate, allowance, discount, bonus or other for payment by TTML. Channel Partner or any manager, principal, director or officer of Channel Partner engages in any activity contrary to any material law if, in the reasonable opinion of TTML, such activity is likely to adversely affect the operation or business of Channel Partner or tend to be harmful to the goodwill and reputation of TTML or to the reputation of the Products and Service. Reputation or the financial standing of Channel Partner subsequent to the execution of this Agreement being materially impaired or deteriorated or the ascertainment by TTML of any material fact existing at or prior to the time of this Agreement, which tends to impair or detract from such reputation or financial
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
standing or Channel Partners inability to perform its obligations hereunder or to pay any debt/ outstanding to TTML. (viii) Any activity or conduct or practice by Channel Partner, which in the reasonable opinion of a TTML is injurious to the goodwill or reputation of TTML or its business and/or (b) DoT is detrimental to the security of the nation, as may be considered and advised by DoT. Channel Partner stops carrying on business for a period of five (5) or more consecutive business days without TTMLs prior written consent. Dissolution/ winding up/ closing down of the operation by Channel Partner. Non-performance or successive failure in achieving the Performance Criteria, and other targets by Channel Partner. Any other reason/s for which, in the opinion of TTML, termination is the remedy to protect the interest of TTML and its business.
(ix) (x) (xi) (xii)
14.2 Termination by Channel Partner: Notwithstanding any provision to the contrary, Channel Partner may terminate this Agreement by giving three (3) months written notice to TTML upon the happening of one or more of the following: (i) Any material breach or violation of any of the terms and conditions of this Agreement by TTML, if within 30 days of written notice from Channel Partner of such breach or violation and such breach or violation is not cured.
(ii) TTML ceases to provide the Service. (iii) The dissolution/ winding up of TTML. Provided that Channel Partner shall keep providing its/his services in accordance with the terms of this Agreement and as per the agreed service levels during the aforesaid period of three (3) months unless otherwise advised by TTML. 14.3 Termination for Convenience TTML shall be entitled to terminate the appointment of Channel Partner by giving one (1) months written notice to Channel Partner, without assigning any reasons whatsoever, at the sole discretion of TTML and Channel Partner shall have no claim in respect thereof or for any matter in consequence thereof, against TTML. However, Channel Partner shall keep providing the services in accordance with the terms of this Agreement and as per the agreed service levels during the aforesaid notice period of one (1) month. 14.4 Notwithstanding anything contained herein, TTML shall be free to terminate this Agreement without any notice for the reasons set forth in clause 8.10 above.
14.5 Notwithstanding anything contained herein, Channel Partner shall be free to terminate this Agreement by giving 60 days notice to TTML, in case the Consideration, Clawback and Chargeback communicated to Channel Partner as contemplated in clause 10.2 and 10.3 above, are not acceptable to Channel Partner, provided that the Channel Partner shall exercise such option to terminate within 30 days from the date of receipt of the said communication from TTML. 15. Results of Termination 15.1 Upon termination, Channel Partner shall: (i) (ii) Not have any claim, damages, compensation, whatsoever, against TTML in respect of such termination. Immediately return to TTML all information, data including accounts, addresses and names of all the Customers/ Subscribers which are then in the possession of Channel Partner and materials pertaining to the Products and Services and other TTML properties loaned to Channel Partner, all unpaid for inventory and all inventory supplied by TTML on consignment if any, should TTML not request the return of such signage, material or documents, Channel Partner shall immediately cause the same to be destroyed at its cost. Immediately discontinue the operation of channel arrangement and the use of any TTML System including without limitation, the IPR and any other thing whatsoever associating Channel Partner with TTML. Immediately stop displaying and/ or using any and all signs, signage, stationery, packaging, forms, advertising and any other printed or other matter or other objects used in connection with the TTML System or containing or bearing any of the IPR. Promptly execute such documents or take such actions as may be necessary for the foregoing and shall not thereafter operate or do business under any name or in any manner that might lead to the inference that it/he/she is or was associated with TTML or that it/he/she is operating a business similar to that of TTML. If it/he/she retains possession of the Outlets, promptly and at its/his/her expense it/he/she shall make such modifications to the interior and/ or exterior appearance and design of the Outlets as TTML may require, remove all identification such as displays and leasehold improvements associated with channel arrangement and promptly return such items to TTML. Stop and desist from soliciting business of any kind from any of such Customers/ Subscribers. Issue No Demand Certificate in the format provided in Schedule E.
(iii)
(iv)
(v)
(vi) (vii)
15.2 However, it is understood and agreed by Channel Partner that TTML shall have no obligation to take back any Products sold to Channel Partner.
16. Market Focus and Non-Competition 16.1 In consideration of TTML having appointed Channel Partner as recorded in this Agreement, Channel Partner shall not and shall ensure that no affiliate, officer, director, shareholder or principal thereof will, directly or indirectly without prior written consent of TTML: (i) (ii) Act as an agent or reseller of, have any direct or indirect interest in, or maintain any business relationship with, any provider of a Competing Service. Directly or indirectly contact Customers/ Subscribers in an attempt to convert them, to a Competing Service provider.
16.2 Channel Partner shall solicit Subscriptions to the Service provided by TTML and distribute the Products and Services from TTML only, and shall not solicit subscription to or lead any Subscriber on to, or enter into an agreement of similar nature with, any Competing Service owned or operated by any Person. 17. Assignment 17.1 Channel Partner shall not assign or transfer this Agreement or any rights, duties, obligations or benefits thereunder to any Person/s without prior consent in writing from TTML. TTML shall be entitled to refuse such consent without assigning any reasons. Any purported assignment made without such written consent shall entail termination of this Agreement and such termination shall be effective as of the date of the purported assignment. Any material change in the management or control of the channel operation shall be deemed to be an assignment requiring the prior written consent of TTML, as contemplated herein above. 17.2 In the event, Channel Partner desires or proposes to voluntarily sell, assign or transfer the channel arrangement to any Person, Channel Partner shall first notify TTML in writing of such proposed sale, assignment, transfer or other action setting forth in detail the nature of the transaction, the name and address of the proposed purchaser, assignee or transferee or party acquiring any interest and the consideration if any. Before TTML considers the proposed transaction, Channel Partner shall ensure that; (i) Reasonable demonstration and verification is done by Channel Partner to the satisfaction of TTML that the proposed purchaser, assignee, transferee or person or otherwise, acquiring the interest/ proposing to acquire interest from Channel Partner, is of good moral character and possesses the business experience and technical capability, credit standing, health and adequate financial resources necessary to successfully operate the channel arrangement in accordance with the terms of this Agreement. If the proposed purchaser, assignee or transferee is a corporation, partnership or other business formation the provisions of the preceding sentence shall apply to the individuals who are to own or manage such corporation, partnership or association. Channel Partner shall cooperate with TTML in making available such information as TTML, may require.
(ii) Channel Partner shall not be in default under any provisions of this Agreement and shall pay in full all amounts owed to TTML at or prior to closing of the transactions.
(iii) Any proposal for sale, assignment or transfer of this Agreement as such to be made by Channel Partner, shall be evidenced by a written document in a clear form to the satisfaction of TTML in which the proposed purchaser, assignee or transferee shall expressly assume all obligations of Channel Partner herein, whether accrued at the time of such assignment or arising thereafter and shall agree to be bound by all the terms and conditions of this Agreement to the same extent and in the same manner as Channel Partner. (iv) If the purchaser, assignee or transferee is a corporation or partnership or other entity, any of the owners of which, enjoy limited liability by law, the individual/s who own the controlling interest therein, shall execute and deliver to TTML a personal guarantee to this effect. (v) Channel Partner and each of its shareholders, principals, directors and officers shall have executed and delivered to TTML a general release deed as may be required by TTML, of any and all claims and causes of action against TTML, its affiliates and their respective offices, agents and employees before the purchase, assignment or transfer. 17.3 TTML shall be entitled to assign, sub-contract or outsource its rights and/or obligations hereunder (or any part/portion thereof) to any Person at any time without the prior consent of Channel Partner. In addition to ensuring adherence to TTMLs Manuals, instructions and other guidelines, Channel Partner shall, in relation to marketing of services, goods and commodities of any other organization authorized/specified by TTML pursuant to provisions of Clause 2.1 hereinabove, also be liable to abide by the instructions, guidelines and manuals issued by such authorized/specified organization. 18. Confidentiality 18.1 Channel Partner agrees that any and all information concerning the business or affairs of TTML, its specifications, standards, procedures, terms of this Agreement and any Customer/Subscriber related information including names, addresses and phone numbers (collectively referred to as Confidential Information) which has come to his knowledge as a consequence of the Agreement ,is the property of TTML and shall always be treated as strictly confidential. The term Confidential Information shall include such other information/ data/ details or documents, which may be notified to be so by TTML from time to time. 18.2 Channel Partner shall not disclose and shall ensure that none of its officers, directors, shareholders or principals disclose any Confidential Information to any person except to those who need to know to operate the channel arrangement, without the express prior written consent of TTML. This provision is in addition to any other covenant or agreement previously given by Channel Partner to TTML regarding the treatment of Confidential Information. On termination of this Agreement the Confidential Information shall be handed over to TTML.
19. Force-Majeure 19.1 If by an act of God or an act of State or whatsoever beyond the competence, control and power of the Parties herein, which includes but is not limited to all matters which are on account of irresistible, destructive or disruptive force of natural phenomena, war, extensive civil disturbances, legislative actions, floods, droughts, earth quakes, embargoes, quarantine, suspension or cancellation of TTML licence etc; the Parties not being in a position to perform their obligations, such Party/ies shall not be liable to pay the other any compensation or damages whatsoever. 19.2 Any event defined as Force Majeure in Clause 19.1 above shall be brought by the Party suffering there from to the notice of the other Party within a period of 15 calendar days 19.3 If the period exceeds three (3) months and the resumption of operation is not possible in the opinion of a Party, then in such a situation this Agreement may be terminated with immediate effect, at the instance such Party/ies. 19.4 The Parties herein, in such event, shall not have any claim whatsoever against each other and this Agreement shall be treated as closed by mutual consent without any further liability. 20. Notices All notices to TTML from the Channel Partner shall only be addressed to the concerned Circle Head. Any notice or demand or business communication required or permitted to be given hereunder shall be given in writing and shall be deemed sufficiently given when delivered personally to the Party to whom it is directed or sent by telecopier or by registered mail or by courier with proof of delivery at the address set forth hereinabove or any change of address mutually communicated. Any notice or demand or business communication given by personal delivery shall be deemed to have been received on the date of delivery and any notice or demand or business communication sent by telecopier or registered mail or courier shall be deemed to have been received, in the case of telecopier on the first business day after transmission and in the case of registered mail or courier on the third business day, after which it was mailed/couriered. Any change in the address of the Chanel Partner shall be notified to TTML forthwith. 21. Insurance 21.1 Channel Partner shall alone be responsible for all loss and damage arising out of or relating to the operation of the channel arrangement or arising out of the acts of commissions or omissions of Channel Partner or any of its dealers, operators, agents, servants or personnel in connection with rendering of services by Channel Partner or solicitation of Subscriptions and for all claims for damage to properties or for injury or death of any personnel directly or indirectly resulting there from. 21.2 Channel Partner shall at all times during the Term of this Agreement, at Channel Partners sole expense, be insured for, under a comprehensive liability insurance policy as may be advised by TTML from time to time, against clients for bodily injury and personal injury, death or property damage caused by fire, floods, theft, and / or occurring in conjunction with the channel arrangement.
21.3 In particular, Channel Partner shall procure and maintain insurance from a reputed insurance company acceptable to TTML with regard to the Products and other TTML properties kept or lying on the Outlets, of such amount/s and for such risks as may be specified by TTML from time to time. 22. Acknowledgements 22.1 Channel Partner acknowledges that it/he has conducted an independent investigation of the channel business contemplated herein and recognizes that the said business venture involves business risks and that its success will be dependent upon both the ability of Channel Partner as independent business person and the markets for communication service generally. 22.2 TTML expressly disclaims the making of, and Channel Partner acknowledges that it/he has not received any representations, warranties or guarantees or promises from TTML, expressed or implied, as to the potential volume of business profits or success of the channel arrangement. Channel Partner also acknowledges that he had ample time to understand the business and to read this Agreement and thus has read this Agreement and Manual thoroughly and has fully understood the same. 22.3 Channel Partner further acknowledges that it/he has had adequate opportunity to be appraised by legal counsels and accounting professionals of its own choice, regarding all pertinent aspects of this Agreement, the relationships contemplated hereby and the operation of the channel arrangement. 22.4 Notwithstanding anything contained herein, the Channel Partner acknowledges that TTML shall be free to impose any penalties as may be considered and advised by DoT and / or hold back, in part or full, any monies due and payable to the Channel Partner either by way of Consideration or refund of security deposit or otherwise, which in the opinion of TTML should be held back, in the event of any default, potential default, breach, or non-adherence of the terms and conditions of this Agreement by the Channel Partner, until the same is rectified by the Channel Partner to the satisfaction of TTML or settled in arbitration. 23. Legal Remedies Channel Partner agrees and acknowledges that without prejudice to any other remedies, which may be available to TTML, in the event of any breach /violation on the part of Channel Partner of the terms and conditions of this Agreement and/or Manuals, all other instructions etc, TTML shall be entitled to stop the operation of Channel Partner under this Agreement with immediate effect after complying with the formalities herein, which in the opinion of TTML would otherwise cause TTML irreparable loss, harm and damage. Channel Partner therefore agrees that TTML shall be entitled to injunctive reliefs including interim injunctions in any court/s in such events. 24. Existence of certain provisions after expiry or Termination Notwithstanding the expiry or termination of this Agreement for any reason whatsoever including assignment or transfer by Channel Partner to any other Person, the terms and conditions and other obligations to be performed and/ or observed by either Party under this
Agreement in so far as they are of such import as required to survive and continue to exist the expiration or termination of this Agreement, shall continue to bind the Parties. Such rights shall include Representations and Warranties, IPR, Confidentiality, Results of Termination, Indemnification etc; as contemplated in this Agreement. 25. Indemnification 25.1 Channel Partner shall at all times protect and promote the interest of TTML and shall indemnify and keep indemnified TTML against all actions, proceedings, claims, demands, damages, costs and expenses arising out of any non compliance of statutory obligations, breach of the terms and conditions hereof, or in connection with the performance deeds or misdeeds of Channel Partner and/or attributable to Channel Partner and/or the retailers/dealers/operators who may be appointed by Channel Partner and/or who may work under Channel Partner, in this connection, which are brought against TTML and/or their directors/officers/representatives, etc. TTML shall be vested with the sole discretion to determine such damages/claims and have right to adjust the same from Consideration, security deposit or any dues payable to Channel Partner. Channel Partner acknowledges that TTML shall not be liable to Channel Partner or any other Person consequent upon termination of the Agreement for any reason whatsoever in respect of any claim for loss or profits or for any anticipated bookings for TTML or on account of any expenditure, investments, leases, capital improvements or any other commitments made by Channel Partner in connection with this Agreement in reliance upon or by virtue of Channel Partners appointment under this Agreement. Channel Partner hereby undertakes to indemnify and keep indemnified TTML against claims, actions, any punitive measures, damages, penalties initiated/imposed by statutory authorities on TTML due to non-compliance of mandatory statutory provisions including but not limited to; guidelines on acquisition of Subscribers, collecting and submitting to TTML complete customer application forms and obtaining photo and identity and address proof documents, PAN / GIR No. or Form 60 or Form 61 as applicable from time to time. Channel Partner irrevocably undertakes to collect and furnish the aforementioned information as determined by statutory provisions and/or as specified by TTML.
25.2
25.3
26. General Entire Agreement 26.1 This Agreement together with all schedules, annexures, appendices and amendments incorporated/communicated from time to time constitutes the entire agreement between the Parties relating to the subject matter hereof and this Agreement supersedes all prior arrangements/ agreements if any. There are no oral or implied agreements and no oral or implied warranties or understanding between the Parties.
Severability 26.2 If any provision/s of this Agreement shall be held/declared invalid, the remaining provisions hereof shall continue to be valid and binding upon the Parties. Neither failure, refusal nor neglect of TTML to exercise any right/s under this Agreement or to insist upon full compliance by Channel Partner with its/his obligations, nor any other waiver of any default of any provision/s of this Agreement, shall be deemed to be a waiver of any other default or breach of the other provision/s of this Agreement by Channel Partner. Miscellaneous 26.3 No exercise or enforcement by TTML of any right or remedy hereunder shall preclude the exercise or enforcement by TTML of any other right or remedy to which TTML is entitled by law. 26.4 TTML shall have the right to change, amend, modify the terms and conditions contained herein and /or the scope of service of Channel Partner etc; as it may deem necessary for operational reasons and/or business requirements, without any consent from Channel Partner and such changes, amendments, modifications, whatsoever, that may be communicated to Channel Partner from time to time, shall form part of this Agreement and bind Channel Partner. 26.5 In case the Channel Partner fails to pay to TTML or to the retailers or to its other associates under this Agreement, any amounts owed by Channel Partner, TTML, without affecting in any way its other rights and remedies hereunder and in law, shall have the right at its option to deduct/withhold/adjust the same from the Consideration, security deposit and/or from any monies or credits standing in the name of Channel Partner, payable/refundable by TTML to Channel Partner or held by TTML for Channel Partners account. 26.6 Parties herein agree to execute and deliver such further or other agreement/s, assurance/s, understanding, acknowledgement/s or document/s, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and perform and cause to be performed any further or other acts, things and deeds that may be necessary or desirable in order to give full effect to this Agreement and every part hereof and more effectively distribute and offer the service. 26.7 Channel Partner shall not take out any press release or do other publicity of any nature regarding this Agreement without prior written approval of TTML. 27. Arbitration 27.1 In the event of any dispute, difference or question between the Parties hereto relating to or concerning or arising out of this Agreement, the same shall be referred to the arbitration by a sole arbitrator appointed by the Head of the Circle or Managing Director of TTML or such person duly nominated by either of them and whose decision shall be final and binding on the Parties.
27.2 The arbitration shall be governed by the Arbitration and Conciliation Act 1996 and the same shall be conducted at the Mumbai or such other place/s as may be decided by the arbitrator. The arbitrator shall have summary powers and he shall not be bound to give any reasons. 27.3 The award of the arbitrator shall be final and binding on the Parties and the arbitral proceedings shall be conducted in English language. 28. Jurisdiction Save and except as provided in the preceding clause, the courts at Mumbai shall have exclusive jurisdiction in this matter. IN WITNESS WHEREOF, THE PARTIES HEREIN HAVE EXECUTED THIS AGREEMENT AND AFFIXED THEIR SIGNATURES ON THE DAY, MONTH AND YEAR AS FIRST AFORESAID. Tata Teleservices Limited Signature Name Title Date (Maharashtra) Channel Partner
Witness: Tata Teleservices Limited Signature Name Signature Name (Maharashtra) Channel Partner
For TTML internal use: The Agreement is as per Standard Format and there is no change in it. All internal approvals are in place at the time of my / our approval and I / we take the responsibility of this appointment. Initiator Name of the official giving approval Designation Date Place Head of the Department
SCHEDULE A Part - A Scope of services to be performed by Channel Partner A. Basic Scope Channel Partner shall primarily be responsible for the following: (i) (ii) (iii) (iv) (v) Promotion of Subscriptions and activation of Subscribers; Ordering, purchasing stock from TTML, procuring logistics and selling and promoting the postpaid subscriptions and products of TTML Issuing forms and enrolling new subscriptions for intending Subscribers of TTML Collection and submission of subscription documents to TTML Collection of cash payments made by the Subscribers. Channel Partners who are involved in collection shall alone be responsible and accountable for the deposits made into TTML system using user id, provided to Channel Partner by TTML and the entries made thereunder. Selling of value added services (VAS) to intending Subscribers; Conduction of proper identification and address verification of the Subscribers, as per the regulatory norms communicated from time to time. Providing Service in a best standard, quality and time bound manner.
(vi) (vii) (viii)
Channel Partner shall further be responsible for the following: i. ii. iii. iv. Channel Partner shall provide and extend all necessary support to TTML in case any recovery of outstanding amounts from the Subscriber is initiated by TTML, for effective pursuance of any legal action and subsequent recovery of dues. Channel Partner shall furnish to TTML, in such manner and at such times as TTML may reasonably request, documents, accounts, estimates, returns, or other information and procure and furnish to TTML such reports as it may reasonably require. Channel Partner shall be responsible for resolution of all the disputes with Subscribers. Channel Partner shall at all times provide information to TTML about the Subscribers as required by the authorized representatives and officers of the Government of India, including Police, Customs, Excise, Intelligence Department Officers, etc., as and when such information is required for investigation of crimes or in the interest of national security. Channel Partner shall collect all the receipts and relevant documents and the Confidential Information from its employee(s) at the time of their leaving the Channel Partner or Channel Partners termination of their services.
v.
B. Mandatory Obligations and Acknowledgement i. Channel Partner shall read and understand all present orders, directions, guidelines of Telecom Regulatory Authority of India (TRAI) / DoT and/or as informed by TTML with respect to verification of the identity of the Subscribers / prospective subscribers at the time of activating the Subscribers connection and adhere to them.
ii.
iii. iv.
Channel Partner shall, before giving any Subscriber the connectivity to the Services of TTML, shall identify the Subscriber with photo identity documents and shall collect and furnish all the prescribed documents and information relating to the Subscriber, prospective subscriber viz. Enrolment Forms, Identification proofs etc. and deliver the same to TTML in originals in the manner as specified from time to time. Channel Partner shall furnish the indemnity in the form provided in SCHEDULE C. Channel Partner shall understand that any breach of the orders, directions, etc. of TRAI / DoT and/or any other statutory authority/ies with respect to verification of identity of any Subscriber, shall be viewed seriously and may be treated as compromising with the security of the nation and the Channel Partner / its agents / personnel shall be solely responsible for all legal action/consequences for such contravention including criminal action arising there from.
C. Key Deliverables i. ii. Channel Partner shall ensure completeness in all the Customer Application Forms (CAF) by its respective agents as well and shall ensure that the agents shall duly fill, sign and stamp each CAF. Channel Partner and its appointed agents shall also duly sign and stamp the CAF to the effect: a. b. c. d. that the CAF as also the verification form have been fully and completely filled up; that each and all items of verification have been physically and completely verified by the Channel Partner and its agents; that each and all documents, papers, information pertaining to verification have been fully and completely seen and procured by the Channel Partner and agents; and; That the verification carried out by the Channel Partner and its agents fully complies with each and all requirements of TRAI / Dots orders and directions in force on that day as also the requirements of TTML.
iii. Channel Partner shall forward each and all CAF/s, papers, documents etc. stipulated/contemplated herein to TTML within the time period specified in this behalf by TTML in writing from time to time. iv. Channel Partner and its agents shall maintain proper records and details of each and every CAF and apart from providing the copies of the same to TTML shall continue to maintain the same at its Outlets so as to make them available as required by TTML. Copies of the same may be called for by TTML at any time in its sole discretion and it shall be the responsibility of Channel Partner to provide the same within the time stipulated by TTML. v. Channel Partner shall be responsible, as set forth herein before, for proper verification of identity and address of the Subscriber based on the documents provided by the Subscriber before enrolling the Subscriber. In the event, it is found that the address or credit verification of the Subscriber fails or any discrepancy is found in the information as provided by the Subscriber at the time of applying for Subscription, for any reason whatsoever, the CAF filled by the Subscriber shall stand cancelled and withdrawn with immediate effect to enable TTML to refund the deposit money to the Subscriber.
D. Computer / System Use i. In the event Channel Partner or its employees, agents or representatives are granted use of TTMLs computers or computer systems, Channel Partner agrees not to use the computer and/or computer systems, except as required to perform its/his obligations and services agreed to hereunder. In no event shall the Channel Partner or its employees, agents, representatives use the computers, computer systems to develop programmers or process data for any person or entity other than for TTML or for the purpose as set out in this Agreement. Channel Partner shall not use the computer, 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. Channel Partner acknowledges and agrees that the computer, computer system/software of TTML to which it/he has an access to, is very crucial to TTML and any improper use thereof, intentionally or otherwise, shall result in huge losses to TTML. In the event TTML suffers any loss or damage due to such improper use and/or negligence, Channel Partner shall be responsible for all losses, actions, costs, and consequences in respect thereof.
ii.
iii.
E. Insurance Channel Partner shall take necessary insurance cover in respect of the infrastructure and all stock Products and other items in which TTML shall also be the beneficiary to the extent of its claims. Channel Partner shall adhere to TTMLs advice from time to time. In the event of failure to take insurance policy/renew the policy in time, Channel Partner shall make good all the losses suffered by TTML.
PART B-I PREPAID Channel Partner This scope is in addition to the Scope mentioned in Part A above, and specific to PREPAID Channel Partner. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other. Scope of Service The 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. PREPAID Channel Partner shall: Ensure manpower to sell Products, starter kits & RCVs, as per direction of TTML. Invoice Products, starter kits & RCVs as per direction of TTML. Increase number of active Products, starter kits & RCVs selling outlets. Ensure timely visit & regular service to all active Products & RCV selling outlets. Ensure minimum seven (7) days stock of Products & starter kits & minimum 3 days stock of RCVs / EVD. Ensure that the complete range of Products, starter kits & RCVs are maintained so as to provide the same to retail as per market requirements. Ensure that Products, starter kits & RCVs are well displayed at the retail outlets. Ensure that every retail outlet is well decorated with POP / merchandise of TTML. Ensure maintenance of accurate MIS on outlet wise sales & activations of Products & starter kits & sales of RCVs / EVD. Channel Partner to provide 100% accurate information / MIS to TTML whenever required. Any deviation will be viewed as data manipulation & will be viewed seriously. Ensure timely collection of completed CAF from retail outlets & submission to courier. Ensure that no request for activation of new Customer is sent before confirming that the photograph, proof of address & proof of Identity are complete. Violation of this condition is a violation of the guideline of the Govt. of India & has severe consequences. Ensure that outlets mapped under him for activation, also adhere to condition number 12. Ensure that his personnel maintain proper records for all CAFs submitted to TTML. Ensure that timely incentive is being passed on to the retail channel. Ensure that there is adequate insurance cover for his Outlets, Products, cash & people.
PART B - II POSTPAID Channel Partner - Direct Sales Associate POSTPAID This scope is in addition to the Scope mentioned in Part A above, and specific to POSTPAID Channel Partner. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other. The Channel Partner is referred as Associate in this Part B. Scope of Service The Associate shall provide the following services to TTML in relation to acquisition and servicing of Subscribers / applicants of post paid tariff plans offered by TTML: i). Promote the sales and marketing of TTML Services in relation to post paid Subscriptions, mobile phone services, FWP, which includes but is not limited to sale of Products and Services. ii). Ensure adequate manpower on board as per company norms. iii). Ensure appropriate infrastructure for TTML business operations as per company norms formulated/Suggested from time to time. iv). Maintain stocks of merchandise in sufficient quantity at the Outlets. The range/models and quantity of merchandise to be maintained by the Associate shall be specified by the TTML from time to time on the basis of business requirements. v). Provide 100% accurate information/MIS to the company whenever required. vi). Identify the potential customers and make available to them the Services as per their requirements and in compliance with procedures specified by TTML. vii). Always promote the business interests of TTML. viii). Assist TTML in various promotional schemes identified and launched by TTML and to adhere to the deadlines, targets and processes/procedures/guidelines specified by TTML from time to time in this regard. ix). Assist in advertising the TTML Services in accordance with the instructions issued by TTML from time to time. x). Supply periodical reports, returns and other information relating to the Services, market conditions, Customers taste and preferences and such other information as may be of interest to the TTML and desired and required by the TTML. xi). Maintain proper books of accounts and records of all transactions related to Subscribers /cash/cheque/credit card collections & inventory as per the formats prescribed by TTML.
xii). Provide under its own name and responsibility a full and complete marketing and sales service team for the TTML Services. xiii). In consultation with TTML devise adequate methods and administrative processes for the delivery and forwarding to TTML of all CAFs for TTML Service and to further ensure that: (a) Each request by a Subscriber for availing the TTML Services is arranged by the DSA through the prescribed CAF. (b) The Subscriber has assented to TTML's terms and conditions for TTML Service before signing the CAF. (c) Each CAF is correctly and fully completed and signed by each Subscriber and is accompanied by the prescribed documents, photographs and declarations etc. (d) A copy of each CAF in original is immediately transmitted to TTML in the form and manner as may be advised by TTML from time to time. (e) The CAF is thoroughly verified in all respects and all certificates/affirmations as specified by TTML are in place, before sending the forms to TTML. xiv). The Associate in consultation with TTML shall devise adequate methods and administrative processes for the collection/deposit of money from the Subscribers for the connection to the TTML Services and shall further ensure that: a: The Security Deposit, activation fee and all other charges to be collected from the Customer collected by the Associate from the Customers on behalf of the TTML on the previous day are deposited into the TTML designated bank account/s on the next working day. b: All cheques collected from the Subscribers for providing the TTML Services shall be drawn in the name of Tata Teleservices (Maharashtra) Ltd and/or such other name/s and shall be payable at par at such location/s, as may be specified by TTML from time to time. xv. The responsibility to insure the entire cash/ stock in trade in the office at the address covered under this Agreement shall solely be with the Associate and the liability for any loss or damage due to any fire, burglary, theft, etc. shall be with the Associate.
PART B-III POSTPAID Channel Partner - Distributor (POSTPAID) This scope is in addition to the Scope mentioned in Part A above, and specific to POSTPAID Channel Partner. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other. The Channel Partner is referred as Distributor in this Part B. Scope of Service The Distributor shall: Buy the Products and Services including mobile handsets from TTML authorized sources only. Ensure manpower to sell handsets and starter kits and service various channels, as per company norms. Ensure appropriate infrastructure for TTML business operations as per company norms formulated/suggested from time to time. Service various Channel Partners of TTML such as DSA channel, multi branded outlets channels, True Value Hubs, True Value Shoppes. Be responsible for procuring the CAFs from such channels and for ensuring timely logins after due verification of the Customer and his documents as per the process laid down. Also service the direct selling team of the TTMLs POSTPAID & EBG team. The POSTPAID & EBG team of TTML will pick up the order and money in favour of the Distributor, who will hand over the Products to them. Keep stocks as prescribed by TTML (by model as well as quantity) at all times. Ensure that he maintains the complete range of handsets and starter kits of the company & provides the same to the channels as per market requirements. Ensure that handsets and starter kits are well displayed at the retail outlets. Ensure maintenance of accurate MIS on outlet-wise sales & activations of handsets & starter kits. Provide 100% accurate information / MIS to the company whenever required. Any deviation will be viewed as data manipulation & will be viewed seriously. Ensure timely collection of completed CAF from retail outlets & submission to courier Ensure that no request for activation of new customer is sent before confirming that the photograph, proof of address & proof of Identity are complete. Violation of this condition is a violation of the guideline of the Govt. of India & has severe consequences.
Ensure that the distributor maintains a proper record for all CAFs submitted to the company. Ensure that timely incentive is being passed on to the channels. Ensure and be responsible for the genuineness of the Subscriber/s and ensure CAFs and documentations are verified for their authenticity before submission, in respect of the postpaid Subscriber/s directly acquired by the Distributor or through his agent or dealer. For any default of payment or for disconnection of Service by such Subscribers, TTML will claw back the entire commissions as per the laid down policy. Make an initial security deposit of not less than Rs.50,000/- (Rupees Fifty Thousand Only). No interest will be payable on this security deposit. The Distributor shall be under obligation to pay further deposits, as TTML may deem necessary for the purpose of this Agreement.
PART B- IV POSTPAID Channel Partner - End-to-End Franchise This scope is in addition to the Scope mentioned in Part A above, and specific to POSTPAID Channel Partner. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other. The Channel Partner is referred as Franchisee in this Part B. Scope of Service The broad level activities to be performed by the Franchisee (as and when entrusted to it by TTML) are detailed below: 1. Customer identification and acquisition 2. Address and credit verification of Subscribers. 3. Recommendation of credit limit. 4. Responsibility for Customer overdue. 5. Customer account creation in the system. 6. Customer service: 6.1 Facilitate activation/ sale of VAS/ Accessories 6.2 Bill delivery 6.3 Bill collection (cash and cheques /DD) 6.4 Query Resolving and Trouble Ticket Management 6.5 Installation and Repair of instruments. 6.6 Customer Exit and account closure. 6.7 Customer Expectation Handling. 6.8 Recovery of dues and Retrieval of Products (NIUs). 7. Infrastrucuture/ Manpower: 7.1 Proper house keeping and merchandise. 7.2 Make arrangements for stationing TTML staff in the showroom. 7.3 Maintain adequate infrastructure - computers, leased- line, manpower. 7.4 Obtain statutory permissions for the operating the outlet. 8. Supply Chain Management: 8.1 Ordering and receipt of inventory 8.2 Distribution to channel/ Customer 8.3 MIS & records management 9. Reporting to TTML and stationing of TTML staff in the Outlets
PART B-V Enterprise Business Services (EBS) / Corporate Sales Partner (CSP) This scope is in addition to the Scope mentioned in Part A above, and specific to Enterprise Business Services EBS/CSP. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other. The Channel Partner is referred as CSP or Franchisee in this Part B. Scope of activity for the EBS / CSP The CSP shall be responsible for the following: 1 Customer Acquisition To pursue customer acquisition opportunities across listed SMEA (SMEA denotes large SME accounts that are classified as all accounts that spend Rs.33,000/- monthly on telecom and data services, have multiple branches, 100 or more employees and a minimum annual sales turnover of Rs.8 crore up to a maximum of Rs.150 crores) and TC (Top Corporate) accounts that are allocated to him in respect of the following products: i. Wireless Device based voice and data products like Walky, Mobile, Vdata card, Road Warrior and other new products launched from time to time; ii. Wireline products like Primary Rate Interface (PRI), Binary Rate Interface (BRI), Leased Line (LL), E1, Broadband, Toll Free, Conferencing and Centrex ; iii. Specialized Solutions on both Wireline and Wireless platforms like Vehicle Tracking, SMS Solutions etc.; iv. Specialized Value Added Services (VAS) based products that are sold as either device bundled or stand alone; v. Any other product that are introduced, marketed by TTML. 2. Stocking, invoicing of devices i. Procurement and stocking for sale, the devices like Vdata Cards, Mobiles, USB modems and other specialized devices in requisite quantities to respond to customer requirements promptly. ii. Safe and secure storage of stock transferred as well as saleable devices at own premises. iii. Ensuring customer understanding of various features and benefits of such devices 3. Customer Relationship Management i. Retention efforts by deploying staff for customer meeting calls in field Special obligations of the Franchisee The special obligations of the CSP under this Agreement are as follows: 1. Account Allocation: a. The CSP shall address all listed SMEA accounts and the allocated TC accounts.
b. An e process workflow will govern the allocation, de allocation, transfer of such TC accounts. No account activity or order pick up or order entry is allowed before the account having been allocated to a partner. c. TTML reserves the right to decide on which accounts to allocate. The partner may also be asked to vacate certain allocated accounts without assigning any reason. d. The account allocation may only be for a specific location or locations only. The TTML IOIP (Individual Owned Individual Paid) team may still approach the account for business. e. CSPs need to submit a list of their account relationships in TC category for evaluation for such account allocation to begin. f. All such accounts MUST FULFILL the Account Classification Criteria to be an EBS account first before such request for allocation. 2. Account Dossier Updation: The CSP shall map and upload the information about an allocated account in the Account Dossier. The CSP in consultation with TTML shall devise adequate methods and administrative processes for the collection/deposit of money from the Subscribers availing TTML Services and shall ensure timely collection/deposit. 3. Remittances to TTML: a. The CSP shall deposit the Security Deposit, activation fee and all other charges collected from the Subscribers on behalf of TTML on the previous day into the TTML designated bank account/s by the next working day. b. The CSP shall ensure that all the cheques collected from the Subscribers, for providing the TTML Services are drawn in the name of Tata Teleservices (Maharashtra) Ltd and/or such other name/s and are payable at par at such location/s, as may be specified by TTML from time to time. 4. Infrastructure: The CSP shall maintain the following infrastructure at all times: a. Office Space: i.Dedicated and fixed seating space for staff ii.Meeting room with white board b. Office Equipments i.3 to 4 desktop PCs with all having leased lines/ BRI / Broadband connection ii.1 printer iii.1 scanner iv.1 copier v.1 cash box 5. Staff : The CSP shall be supported by the following staff a. Sales Persons: i. Sales person hired by a Channel Partner are called Frontline Sales Relationship Associates (FSRA) ii. Recruitment of One salesperson for every 50 to 100 enlisted accounts.
iii. Recruitment of Separate FSRAs for TC and SMEA accounts. b. Qualifications/Experience criteria: i. Must be a graduate or undergraduate with experience of having built relationship with accounts. ii. Must possess a two wheeler vehicle. iii. 3 to 5 years of experience in corporate sales. iv. Part time experience is not counted. However it is proposed that in future the CSP may have to take the support of the staff, recruited through TTML designated centralized outsourcing agency.. In such an event it is agreed that a sum of Rs 350 per sales person per month shall have to be borne by the CSPas payroll charges, which shall be payable to the agency every month. v. Salary and conveyance levels for CSP/ manpower shall be fixed, as prescribed by TTML and are as under: Cat A Cat B Cat C
(Salary, Conveyance & (Salary , Conveyance & (Salary, Conveyance & Payroll Charges) Payroll Charges) Payroll Charges) Level 3 Rs.10000 + Rs.2.50 per km sub to Rs. 1250 max/mth + Rs.350 to agency through TTML Rs.8500 salary + Rs. 2.50per km sub to Rs.1000 max/mth + Rs.350 to agency through TTML Rs. 7500 Rs.2.50per km sub to Rs.1000 max/mth + Rs.350 to agency through TTML
c. Recruitment of one Customer Relationship Associate (CRA) for every 1000 customers (Not Dels). Remuneration : Rs.5000 to Rs.6000 + Conveyance @ Rs750 Qualifications/Experience criteria : i. 10+2, age below 28 years, passion for solving customer problems and issues. ii. Knowledge of retention practices of company. iii. Pleasing personality with local and English language speaking proficiency . d. Recruitment of one Customer Service Representative (CSR) for every 3000 customers (Not Dels).
Remuneration: Rs.5000 to Rs 6000 Qualifications/Experience criteria : i. 10+2, age below 28 years, passion for solving customer problems and issues. ii. Knowledge of CRM, BRS, POS and Retention practices of company. iii. Pleasing personality with local and English language speaking proficiency . e. Recruitment of one Stock Keeper : irrespective of level of stock Remuneration Rs.4000 to Rs 6000 Qualifications/Experience criteria : i. 10+2, age below 28 years. ii. Able to maintain documentation and account books relating to stocks. 6. Customer Care: The CSP shall meet the customer at least once a month and shall provide all help on complaints within the service levels laid down by TTML. In case the same cannot be resolved, they shall be escalated to TTML for immediate action. . The CSP should attend the complaints in a professional manner, so as to minimize the complaints and to have good reputation in the market. 7. Stocking: The CSP shall stock the material belonging to TTML for the effective sale of the Products and Services of TTML. For the purpose of stocking and sale of Products, the CSP shall take necessary permissions and licenses as is necessary for the said purpose of stocking, stock management and stock movement. The CSP shall also maintain proper records for the said purpose. All stock that is moved to the CSPs Premises shall be paid for in advance prior to release of stock. 8. Documentation: The CSP shall be responsible for the verification of documents as submitted by the Customers, such as address verification, identity verification, etc., which shall have to be done very diligently. The CSP shall be responsible for filing and submission of CAFs (Customer Application Forms) and supporting documents/information in accordance with the guidelines/directives issued by TTML from time to time. 9. IS/IT online infrastructure: The Franchisee shall establish IS/IT online infrastructure and shall keep the equipments as are necessary to establish the online infrastructure.
PART B-VI PCO Distributor This scope is in addition to the Scope mentioned in Part A above, and specific to Postpaid Channel Partner. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other. The Channel Partner is referred as Distributor in this Part B. Scope of Service i. Distributor shall ensure that the Operator/Customer complies with all the rules/regulations applicable to the use of the telephone connection including the terms and conditions mentioned in the Customer Application Form (CAF) and ensure the Operator/Customer shall not misuse the Service at any point of time. ii. Distributor shall collect payments from the Operator/Customer with respect to the Service provided by TTML to the concerned Operator/Customer on such periodic intervals as desired by TTML and handover the same on the next working day to TTML. Non-payment of the dues within the agreed due dates shall, inter alia, lead to disconnection/termination of the Service without any compensation or liability on part of TTML to Distributor/Operator/Customer. iii. Distributor shall make a initial security deposit of not less than Rs.50,000/- (Rupees Fifty Thousand Only). No interest will be payable on this security deposit. The Distributor shall be under obligation to pay any further deposits, as TTML may deem necessary for the purpose of this Agreement Institutional Booths: a. Distributor in course of its establishing its public telephony operations, will identify and set up PTBs in various public and private institutions such as Airports, Railway Stations, Bus stations, Hospitals, Clubs, Educational institutions, Charitable institutions and other public places etc (Institutions) to be operated and managed under the direct control and supervision of Distributor. b. Distributor will appoint Operators to work under its/his supervision and control, who will man the operations of the PTBs installed in such locations. In such cases, Distributor shall have absolute control over the Operators functioning in terms of the guidelines/ stipulations / instructions of TTML. c. Distributor shall be responsible for the functioning and management of the PTBs located in various Institutions and the Operators appointed by Distributor. d. Distributor shall report to TTML, any complaints either from the public or from the owners/officials/authorities of the Institutions. He shall not directly deal with/ negotiate/
promise anything to Institutions pertaining to the operation of the PTBs. All such complaints shall be duly informed to TTML. For the purpose of PCO Distributors, the following additional definitions shall apply in addition to the definitions contained in Section 1 of this Agreement: a. Calling Card shall mean a card with a preprogrammed memory chip embedded for a specific amount of money for which the Customer can make calls, supplied by TTML to Distributor. b. Distributor shall mean the Person appointed by TTML under this Agreement for distributing the Service of TTML that includes distribution of Smart Cards/Recharge Vouchers (RCVs), acquisition of Customers and Operators / PTBs / PARSEC, selling of Calling Cards etc. The Distributor shall be responsible for marketing, managing, distributing the Services of TTML and supervising the Operators. The Distributor shall be responsible for collections of outstanding bills or other amount from the Operators and Customers and will distribute the RCV to the Operators and Customers. Wherever applicable, the Distributor shall also mean Installation and Repair agent, Direct Sales Agent for PARSEC, retailer for selling Calling Cards, will also include a distributor appointed for Institutional Booth. c. Institution shall mean airports, railway stations, bus stations, hospitals, educational institutions, clubs, govt. offices, etc as may be prescribed by TTML from time to time. d. Operator shall mean the Person who operates the PTB and provides allied services as per the package as may be modified from time to time by TTML, under the terms and conditions of the Customer Acquisition Form (CAF). e. PARSEC shall mean a public telephone booth with integrated CDMA multi application terminal, which can perform voice calling and data transactions. f. PTB shall mean the Public Telephone Booth, which may include but not limited to coin collection boxes and various components, as defined in Services. g. Rural Telephone Booth or RTB shall be PTB installed in rural areas within the Service Area. h. Service shall include one or more of the wireless, wire line or cable telecommunication services provided by TTML including establishing, maintaining and operating PTBs, which includes Rural Telephone Booths & coin collection boxes, selling of Calling Cards, providing PARSEC services and any other telecom & value added services, that may be provided by TTML from time to time. i. Smart Card / Recharge Voucher (RCV) shall mean a card/voucher with a preprogrammed memory chip embedded for a specific amount of money on a PIN number for which the user can make calls, supplied by TTML to Distributor and other Persons who runs PTBs.
PART B-VII Branded Retail Channel Partner This scope is in addition to the Scope mentioned in Part A above, and specific to Retail Channel Partner. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other. The Channel Partner is referred as Franchisee in this Part B. Scope of Service Activity Postpaid Prepaid The Franchisee shall follow all statutory and regulatory requirements announced from time to time. All operational processes of TTML that are announced from time to time to enable the on-ground action of such regulatory requirements shall also be complied with by the Franchisee. Any legal indemnity that needs to be signed in this regard shall be so signed by the Franchisee. All CAF/customer forms collected for sales of the Franchisee shall be collected by the Franchisee from the customers.
Submission of CAF & The Franchisee shall follow all other statutory statutory and regulatory customer documents. requirements announced from time to time. All operational processes of TTML that are announced from time to time to enable the on-ground action of such regulatory requirements shall also be complied with by the Franchisee. Any legal indemnity that needs to be signed in this regard shall be so signed by the Franchisee. All CAF/customer forms collected for sales of the Franchisee shall be delivered at designated Fulfillment Centers of POSTPAID BL. These centers shall be communicated by the company to the Franchisee.
Collection of Any cash / cheque collected As specified by TTML from time deposit/activation fee from the customers towards Bill to time from customers. collection need to be deposited with the company on next working day from date of collection. In case of default in depositing the cash/cheque with TTML within the stipulated time following penalty clause will be applicable. "Amount equivalent to 1% of the amount of cash or cheque or Rs. 1,000/-, whichever is higher will
be levied as penalty on Channel Partner for every day of default. Debit note for it will be sent to Channel Partner. If such default continues for more then three (3) days, commission & other payouts of Channel Partner will be held back till such amount of cash or cheque is deposited by Channel Partner". This penalty is in addition to any other legal remedies available to TTML. Customer Servicing Franchisee shall facilitate Franchisee shall facilitate a) Activation/Sale of VAS & a) 1st level query resolution & accessories raising service requests st b) 1 level query resolution & raising service requests
Store maintenance The Franchisee shall ensure that activities a) The store is cleaned and always kept in a neat manner that is presentable to prospective customers. b) The glow signs, other signage and glass facades are cleaned and kept proper. c) All relevant TTML guidelines provided on merchandizing etc. are followed. d) Recruits manpower within the guidelines specified by TTML. e) Maintains neat and clean uniforms for his employees to wear during the period of operations of the store as per TTMLs specifications.
Deposition of Bill Any cash/cheque collections from 1.1.1.1 NA Collection amount the customers towards Bill collection need to be deposited with the company on next working day from date of collection. In case of default in depositing the cash/cheque with the company within the stipulated time following penalty clause will be applicable. Amount equivalent to 1% of the amount of cash or cheque or Rs. 1,000 whichever is higher will be levied as penalty on Franchisee for every day of default.. Debit note for same will be send to such Franchisee. If such default continues for more then 3 days, commission & other payouts of Franchisee will be held back till such amount of cash or cheque is deposited by Franchisee. Addendum to the Agreement: The following are the addendum to the main Agreement in relation to this Retail Channel Partner: a) Definition of Product shall also include all products that TTML desires to sell through the stores which will include handsets, devices, starter kits, alliance sales, accessories, batteries, data cables, etc. and anything that is introduced from time to time. b) Clause 8.3 : Appointment of dealers will not be applicable to this Channel Partner. c) Clause 8.4 (vi), (vii) and (viii) will not be applicable. d) Clause 15.2 shall stand amended as below: Upon termination of the Agreement, the assets given to Channel Partner (except VM, merchandise & branding material) will be valued on the basis written down value (WDV) of such assets. Channel Partner shall have to take over such assets on WDV. As consideration for such assets, TTML will deduct the amount equivalent to the approximate WDV of such assets from the Security Deposit to be refunded to him at time of termination of Agreement. e) In addition to the above amendments, Channel Partner shall comply with the following: Handsets display as per norms shall be adhered to by the Channel Partner. Dress code as mandated / specified by TTML shall be adhered to by the Channel Partner. Channel Partner shall maintain hygiene of stores as well as construct and maintain store interiors, civil and electrical work as per specifications. Channel Partner shall ensure fire safety and insurance as per statutory compliances procure, maintain and renew these licenses.
PART B -VIII Branded Retail Distributor This scope is in addition to the Scope mentioned in Part A above, and specific to Branded Retail Distributor. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other. The Channel Partner is referred as Branded Retail Distributor in this Part B. Make an initial security deposit of not less than Rs.50,000/- (Rupees Fifty Thousand Only). No interest will be payable on this security deposit. The Branded Retail Distributor shall be under obligation to pay further deposits, as TTML may deem necessary for the purpose of this Agreement. The Branded Retail Distributor would service only Branded Retail Franchisees unless otherwise advised by TTML in writing. Clause 8.3 of Channel Partner Agreement pertaining to appointment of dealers shall not be applicable to this Branded Retail Distributor. Similarly Clause 8.4 (vi),and (vii) shall not be applicable. Scope of Service (POSTPAID) The Branded Retail Distributor shall: Buy the Products and Services including mobile handsets from TTML authorized sources only. Ensure manpower to sell handsets and starter kits and service various channels, as per TTML norms. Ensure appropriate infrastructure for TTML business operations as per TTML norms formulated/suggested from time to time. Service Branded Retail franchisee mapped to him only. Be responsible for procuring the CAFs from such Franchisees and for ensuring timely logins after due verification of the Customer and his documents as per the process laid down. Keep stocks as prescribed by TTML (by model as well as quantity) at all times. Ensure that he maintains the complete range of handsets and starter kits of TTML & provides the same to the Franchisee as per market requirements. Ensure that handsets and starter kits are well displayed at the Franchisee. Ensure maintenance of accurate MIS on Franchisee-wise sales & activations of handsets & starter kits.
Provide 100% accurate information / MIS to TTML whenever required. Any deviation will be viewed as data manipulation & will be viewed seriously. Ensure timely collection of completed CAF from Franchisee & submission to courier for TTML. Ensure that no request for activation of new customer is sent before confirming that the photograph, proof of address & proof of Identity are complete. Violation of this condition is a violation of the guideline of the Govt. of India & has severe consequences. Ensure a proper record for all CAFs submitted to TTML. Ensure that timely incentive is being passed on to the Franchisee. Ensure and be responsible for the genuineness of the Subscriber/s and ensure CAFs and documentations are verified for their authenticity before submission, in respect of the postpaid Subscriber/s directly acquired by the Branded Retail Distributor or through his agent or franchisee. For any default of payment or for disconnection of Service by such Subscribers, TTML will claw back the entire commissions as per the laid down policy. Scope of Service (PREPAID) The Branded Retail Distributor shall: 1. 2. 3. 4. Ensure manpower to sell Products, starter kits & RCVs, as per direction of TTML. Invoice Products, starter kits & RCVs as per direction of TTML. Ensure timely visit & regular service to all active Products & RCV selling Franchisee. Ensure minimum seven (7) days stock of Products & starter kits & minimum 3 days stock of RCVs / EVD. 5. Ensure that the complete range of Products, starter kits & RCVs are maintained so as to provide the same to retail as per market requirements. 6. Ensure that Products, starter kits & RCVs are well displayed at the franchisee. 7. Ensure that every Franchisee is well decorated with POP / merchandise of TTML. 8. Ensure maintenance of accurate MIS on Franchisee wise sales & activations of Products & starter kits & sales of RCVs / EVD. 9. Ensure to provide 100% accurate information / MIS to TTML whenever required. Any deviation will be viewed as data manipulation & will be viewed seriously. 10. Ensure timely collection of completed CAF from Franchisee & submission to courier. 11. Ensure that no request for activation of new Customer is sent before confirming that the photograph, proof of address & proof of Identity are complete. Violation of this condition is a violation of the guideline of the Govt. of India & has severe consequences. 12. Ensure that Franchisees mapped under him for activation, also adhere to the above condition number 11. 13. Ensure that his personnel maintain proper records for all CAFs submitted to TTML. 14. Ensure that timely incentive is being passed on to the Franchisee. 15. Ensure that there is adequate insurance cover for his Franchisees, Products, cash & people.
PART B -IX Branded Retail Handset Distributor This scope is in addition to the Scope mentioned in Part A above, and specific to Branded Retail Handset Distributor. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other. The Channel Partner is referred as Branded Retail Handset Distributor in this Part B. Make an initial security deposit of not less than Rs.50,000/- (Rupees Fifty Thousand Only). No interest will be payable on this security deposit. The Branded Retail Handset Distributor shall be under obligation to pay further deposits, as TTML may deem necessary for the purpose of this Agreement. The Branded Retail Handset Distributor would service only franchisee. Clause 8.3 of Channel Partner Agreement pertaining to appointment of dealers shall not be applicable to this Branded Retail Handset Distributor. Similarly Clause 8.4 (vi), (vii) will not be applicable. Scope of Service The Branded Retail Handset Distributor shall: Buy the Products and Services including mobile handsets from TTML authorized sources only. Ensure that his personnel would timely supply and sell the Products to Franchisees, as directed by TTML and service the Franchisees as per TTML norms. Invoice the Products and Services to Franchisees, as per the direction of TTML. Maintain appropriate infrastructure at his place of business for TTML operations as per TTML norms, formulated/suggested from time to time. Service the Franchisees mapped to him only. Keep adequate stock of Products including handsets (by model as well as quantity), as prescribed by TTML at all times & shall timely provide the same to the Franchisees as per market requirements. Ensure that handsets and other Products supplied by it are well displayed at the Franchisee stores. Maintain accurate MIS on Franchisee-wise sales.
Provide accurate and timely information / MIS to TTML whenever required. Any deviation will be considered as data manipulation & will be subject to serious consequences. Ensure that timely incentive is being passed on to the Franchisees.
PART B - X Branded Retail QSO Franchisee This scope is in addition to the Scope mentioned in Part A above, and specific to Branded Retail Channel Partner. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other. This Channel Partner is referred as Franchisee in this Part B. Scope of Service Sr. No. 1. Activity Submission of CAF & other statutory customer documents. Prepaid The Franchisee shall follow all statutory and regulatory requirements announced from time to time. All operational processes of TTML that are announced from time to time to enable the on-ground action of such regulatory requirements shall also be complied with by the Franchisee. Any legal indemnity that needs to be signed in this regard shall be so signed by the Franchisee. All the duly filled in CAF/customer forms collected for sales of the Franchisee shall be collected by the Franchisee from the customers. 2. Collection activation customers. of deposit / As specified by TTML from time to time fee from Franchisee shall facilitate a) 1 level query resolution 4. Store maintenance activities The Franchisee shall ensure that a) The store is timely cleaned and always kept in a neat manner that is presentable to prospective customers. b) The glow signs, other signage and glass facades are cleaned and kept proper. c) All relevant TTML guidelines provided on merchandizing etc. are followed. d) Recruitment of manpower is within the guidelines specified by TTML. e) Its employees are dressed in neat and clean uniforms during the period of operations of the store, as per TTMLs specifications.
st
3.
Customer Servicing
5.
Deposition of Bill Collection 1.1.1.1 NA amount
Addendum to the Agreement: The following are the addendum to the Agreement in relation to this Branded Retail Channel Partner: a) Definition of Product shall also include all products that TTML desires to sell through the stores which will include handsets, devices, starter kits, alliance sales, accessories, batteries, data cables, etc. and anything that is introduced from time to time. b) Clause 8.3: Appointment of dealers will not be applicable to this Channel Partner. c) Clause 8.4 (vi), (vii) and (viii) will not be applicable. d) In addition to the above amendments, Channel Partner shall comply with the following: Handsets display as per norms shall be adhered to by the Channel Partner. Dress code as mandated / specified by TTML shall be adhered to by the Channel Partner. Channel Partner shall maintain hygiene of stores as well as construct and maintain store interiors, civil and electrical work as per specifications. Channel Partner shall ensure fire safety and insurance as per statutory compliances procure, maintain and renew these licenses. Upon termination of the Agreement, the Security Deposit shall be refunded subject to the following conditions: Condition Termination of Agreement on or before 18 months from the Effective Date Termination of Agreement after 18 months from the Effective Date Refundable Security Deposit Amount NIL 20,000
In either case Channel Partner may retain the assets (namely table & chair) given to him under this Agreement.
PART B - XI Branded Retail Prepaid Walky Distributor This scope is in addition to the Scope mentioned in Part A above, and specific to Branded Retail Prepaid Walky Distributor. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other. The Channel Partner is referred as Distributor in this Part B. Make an initial security deposit of not less than Rs.50,000/- (Rupees Fifty Thousand Only). However this may be waived if the Channel Partner has paid any security deposit for any other business with TTML. No interest will be payable on this security deposit. The Branded Retail Prepaid Walky Distributor shall be under obligation to pay further deposits, as TTML may deem necessary for the purpose of this Agreement.
Scope of Service The Branded Retail Prepaid Walky Distributor shall: Ensure manpower to sell Prepaid Walky, starter kits & RCVs, as per direction of TTML. Invoice Prepaid Walky, starter kits & RCVs as per direction of TTML. Create, develop and increase Prepaid Walky, starter kits & RCVs selling outlets. Ensure timely visit & regular service to all active Prepaid Walky, starter kits & RCV selling outlets. Ensure that the complete range of Prepaid Walky, starter kits & RCVs are maintained so as to provide the same to selling outlets as per market requirements. Ensure that Prepaid Walky, starter kits & RCVs are well displayed at the selling outlets. Ensure that every selling outlet is well decorated with POP / merchandise of TTML. Mainten accurate MIS on outlet wise sales & activations of Prepaid Walky & starter kits & sales of RCVs / EVD.
Provide 100% accurate and timely information / MIS to TTML whenever required. Any deviation will be viewed as data manipulation & will be subject to serious consequences. Ensure timely collection of completed CAF from selling outlets & submission of the same to TTML. Ensure that no request for activation of new Customer is sent before confirming that the photograph, proof of address & proof of Identity are complete. Violation of this condition is a violation of the guideline of the Govt. of India & has severe consequences.
Ensure that selling outlets mapped under him for activation also adhere to condition number 12. Ensure that his personnel maintain proper records for all CAFs submitted to TTML. Ensure that timely and correct incentive is being passed on to the selling outlets. Ensure that there is adequate insurance cover for his Outlets, Products, cash & people. Buy the Products and Services from TTML authorized sources only. Maintain appropriate infrastructure at his place of business for TTML operations as per TTML norms, formulated/suggested from time to time. Keep minimum seven (7) days stock of Prepaid Walky & starter kits & minimum 3 days stock of RCVs / EVD.
Part B -XII Dealer owned dealer operated (DODO) Branded Retail Franchisee This scope is in addition to the scope mentioned in Part A above and specific to Dealer owned dealer operated Branded Retail Channel Partner. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of inconsistencies, and otherwise Part A & Part B are complimentary to each other. The Channel Partner is referred as DODO Franchisee in this Part B. The security deposit of Rs: 50000 /- shall be payable. No interest will be payable on this security deposit. Sr. Activity No. 1. Postpaid Prepaid The DODO Franchisee shall follow all statutory and regulatory requirements announced from time to time. All operational processes of TTML that are announced from time to time to enable the on ground action of such regulatory requirements shall also be complied with by the DODO Franchisee. Any legal indemnity that needs to be signed in this regard shall be so signed by the DODO Franchisee.
Submission of CAF & The DODO Franchisee shall follow other statutory all statutory and regulatory customer documents. requirements announced from time to time. All operational processes of TTML that are announced from time to time to enable the on-ground action of such regulatory requirements shall also be complied with by the DODO Franchisee. Any legal indemnity that needs to be signed in this regard shall be so signed by the DODO Franchisee.
2.
All CAF/customer forms collected for sales of the DODO Franchisee shall be delivered at designated Fulfillment Centers of POSTPAID BL. These centers shall be communicated by the company to the DODO Franchisee. All CAF/customer forms collected for sales of the DODO Franchisee shall be collected by the DODO Franchisee from the customers. Collection of Any cash / cheque collected from As specified by TTML customers towards Bill from time to time. Deposit / activation the collection need to be deposited fee from customers. with the company on next working day from date of collection. In case of default in depositing the cash/cheque with TTML within the
stipulated time following penalty clause will be applicable: "Amount equivalent to 1% of the amount of cash or cheque or Rs. 1,000/-, whichever is higher will be levied as penalty on Channel Partner for every day of default. Debit note for it will be sent to Channel Partner. If such default continues for more then three (3) days, commission & other payouts of Channel Partner will be held back till such amount of cash or cheque is deposited by Channel Partner". This penalty is in addition to any other legal remedies available to TTML.
3.
Customer Servicing
DODO Franchisee shall facilitate: a) Activation/Sale of VAS & accessories b) 1st level query resolution & raising service requests
DODO Franchisee shall facilitate a) 1st level query resolution & raising service requests
4.
Deposition of Bill Any cash/cheque collections from N.A. collection amount the customers towards Bill collection need to be deposited with the company on next working day from date of collection. In case of default in depositing the cash/cheque with the company within the stipulated time following penalty clause will be applicable. Amount equivalent to 1% of the amount of cash or cheque or Rs. 1,000 whichever is higher will be levied as penalty on DODO Franchisee for every day of default. Debit note for same will be send to such DODO Franchisee. If such default continues for more then 3 days, commission & other payouts of DODO Franchisee will be held back till such amount of cash or cheque is deposited by DODO Franchisee.
5.
Store construction
The DODO Franchisee shall a) Construct the Store at its cost as per the specifications of the Project Management Consultant of TTML. b) Install the Furniture and Fixtures as per TTML specifications. c) Carry out necessary changes in the Store and Furniture & Fixture as directed by TTML from time to time. However the DODO Franchisee shall not at its discretion make any changes in the Store Furniture, Fixtures and Visual Merchandise
6.
Store maintenance
The DODO Franchisee shall ensure
activities
that a) The store is cleaned and always kept in a neat manner that is presentable to prospective customers. b) The glow signs, other signage and glass facades are cleaned and kept proper. c) All relevant TTML guidelines provided on merchandizing etc. are followed. d) Recruits manpower within the guidelines specified by TTML. e) Maintains neat and clean uniforms for his employees to wear during the period of operations of the store as per TTMLs specifications.
The following are the addendum to the main Agreement in relation to this Retail Channel Partner: a) Definition of Product shall also include all products that TTML desires to sell through the stores which will include handsets, devices, starter kits, alliance sales, accessories, batteries, data cables, etc. and anything that is introduced from time to time. b) Clause 8.3: Appointment of dealers will not be applicable to this Channel Partner. c) Clause 8.4 (vi), (vii) and (viii) will not be applicable. d) Upon termination of the Agreement, this Channel Partner shall return the Visual Merchandise, signage and connectivity equipments provided by TTML.
Part B -XIII EMBU-Emerging Business Unit This scope is in addition to the scope mentioned in Part A above and specific to EMBU Channel Partner. Any inconsistencies between this and part A, this shall prevail over Part A, to the extent of inconsistencies, and otherwise Part A & Part B are complimentary to each other. The security deposit of Rs: 50000/- shall be payable. However this may be waived if the Channel Partner has paid any security deposit for any other business with TTML or DIESL. No interest will be payable on this security deposit. The decision of TTML in the matter of security deposit shall be final and binding on the Channel Partner Scope Of Service The EMBU Channel Partner shall: 1. Promote the sales and marketing of TTML Products and Service in relation to post paid /prepaid to corporate, SMEs and other segments as indentified by TTML from time to time. 2. TTML reserves the right to determine the allocation of customer accounts to the Channel Partner. The Channel Partner may be required to withdraw from handling certain allocated customer accounts without assigning any reasons. 3. Ensure that his manpower would sell Products and Service, both on Post & Prepaid platform as per direction of TTML 4. Invoice the Products & Service as per direction of TTML 5. Increase market penetration by appointing selling outlets. 6. Ensure employment of adequate manpower as per requirement to sell the above to various channels as per company norms. 7. Maintain appropriate infrastructure at his place of business for TTML business operations as per company norms formulated/suggested from time to time. 8. Ensure timely visit & regular service to all active selling outlets. 9. Keep minimum stock of Products as per requirement of TTML at all times to fulfill market requirements . 10. Ensure that Products are well displayed at the selling outlets. 11. Maintain accurate MIS of outlet wise sales & activations of Products.
12. Provide 100 % accurate and timely information /MIS to TTML whenever required. Any deviation will be considered as data manipulation & will be subject to serious consequences. 13. Ensure timely collection of completed CAF from customers & submission to TTML. 14. Ensure that no request for activation of new customer is sent before confirming that the photograph, proof of address & proof of identity are complete. Violation of this condition is a violation of the guidelines of the Govt .of India & has severe consequences. 15. Ensure that selling outlets mapped under him also adhere to condition no. 14. 16. Ensure that his personnel maintain proper records for all CAFs submitted to TTML 17. Ensure that timely incentive is being passed on to the selling outlets and his sales staff. 18. Ensure that there is adequate insurance cover for his selling outlets, Products, cash & staff 19. Always promote the business interests of TTML and if required undertake all the efforts for customer retention by deploying additional staff for conducting customer meetings.
PART B- XIV DIALOG Channel Partner (Prepaid) This scope of work is in addition to the scope of work mentioned in Part A above, and specific to the distributor or direct sales agents (DSA) appointed by TTML for the sales, marketing and distribution of DIALOG Box, Starter Kit and its Accessories (hereinafter referred as DIALOG Channel Partner). Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other. For the purpose of operation of DIALOG Channel Partner, Product shall mean and include DIALOG Box, Starter Kit and its Accessories. The DIALOG Channel Partner will make an initial security deposit of Rs.________/- (Rupees _______________Only) as a security for due performance and observance of all the terms and conditions of the DIALOG Channel Partner Agreement (the Agreement), all the instructions from TTML relating to the rules and regulations governing the Products and Services and any orders in connection therewith by the statutory authorities. No interest will be payable on this security deposit. The Channel Partner shall be under obligation to pay further deposits, as TTML may deem necessary for the purpose of the Agreement. The Security Deposit shall be refunded by TTML to the DIALOG Channel Partner on the termination/determination of the Agreement subject to the following conditions: Scope of Service The DIALOG Channel Partner shall: 1. Ensure sufficient trained and skilled manpower to sell Products as per direction of TTML. 2. Ensure appropriate infrastructure in well maintained conditions at the cost of Channel Partners for TTML business operations as per company norms formulated once and suggested from time to time. 3. Ensure minimum twenty one (21) days stock of Products & minimum seven (7) days stock of RCVs / EVD or any other amount of stock as may be mutually agreed between the Channel Partner and TTML. 4. Increase number of Products selling outlets. 5. Ensure timely visit & regular service to all the outlets involved in the process of selling, distributing, supplying, storing the Product. 6. Ensure that Products are well displayed at the retail outlets. 7. Ensure that every retail outlet is well decorated with POP / merchandise of TTML. 8. Ensure Product demonstration at Malls, Residential Societies, Electronic Outlets and all places where the family footfalls are reasonable, by putting up canopies and umbrellas in compliance with all applicable rules, bye-laws, regulations, circulars etc. 9. Ensure preparation and submission of MIS accurately on periodical basis providing the details of sales, activations and distribution of Products from individual outlet. 10. Ensure that incentives are being distributed on to the retail channel/DSAs timely on periodical basis. 11. Identify the potential customers and make available to them the Products and various other support services as per their requirements and in compliance with procedures specified by TTML.
12. Always ensure that the all the activities are allied towards the promotion of the Product sales and support services and are in the business interests of TTML. 13. Promote the sales and marketing of TTML Services with respect to Product subscriptions which includes but is not limited to sale of Products, providing services pertaining to the sales, marketing, campaigning distribution, delivery, assembling, installing, providing demonstrations, repair and maintenance of the Product, taking customer feedback, attending customer queries and complaints. 14. Assist TTML in various promotional schemes identified and launched by TTML and to adhere to the deadlines, targets and processes/procedures/guidelines specified by TTML from time to time in this regard. 15. Provide under its own name and responsibility a full and complete marketing and sales service team to the customers / subscribers of the TTML Services, wherever required. 16. Supply periodical reports and other information relating to the Services, market conditions, Customers taste and preferences and such other information as may be of interest or assistance to TTML as required by the TTML. 17. In consultation with TTML devise and implement adequate methods and administrative processes for the delivery and forwarding to TTML of all CAFs for TTML Service and to further ensure that. 18. Ensure that no request for activation of new Customer is sent before confirming that the photograph, proof of address & proof of Identity are complete. Violation of this condition is a violation of the guideline of the Govt. of India & has severe consequences including but not limited to levy of penalty. 19. Ensure that the entire cash/stock in trade in the office at the address covered under this Agreement are duly insured in accordance with the insurance laws and the premium amount is paid on or before the due date, further the channel partner shall solely be responsible and liability for any losses incurred or damage caused due to any fire, burglary, theft, etc.. 20. In case of DSA the clause number 4, 5, 6 & 7 mentioned in this scope of work is not applicable. DIALOG: It is a new gadget being offered by TTML. It is similar to a set top box. Dialog enables user surf the internet without having a PC at home. It is powered by Photon Plus/Whiz and can be directly connected to a TV set using a cable. There are spare USB 2.0 ports where a flash drive can be inserted and it becomes a multimedia player as well.
PART B - XV SME Enterprise Value Partner This scope is in addition to the scope mentioned in Part A above and specific to SME Enterprise Value Partner. Any inconsistencies between this and part A, this shall prevail over Part A, to the extent of inconsistencies, and otherwise Part A & Part B are complimentary to each other. All channel partners engaged with TTL for doing business in the SME segment are termed as Enterprise Value partners The Enterprise Value partners will be primarily responsible for sales of all products under the Tata Indicom and Tata Docomo brand name. SME business broadly differentiates its Enterprise Value Partners into four types depending on the current profile and expertise of the respective partner. Enterprise Value Partners (EVP) 1. EPABX Vendors EPABX vendors are agencies who sell and service EPABX to various organizations, TTEB SME team intends to leverage the relationship of these vendors with their existing and new client base and get a foothold into these accounts. The EPABX vendor will be responsible for sales of all products under the Tata Indicom and Tata Docomo brand name, with special focus on the below mentioned products keeping in mind their current business profile: a. Wire line PRI b. Wireless EPABX c. Wired Data Products 2. DSA DSA or Direct sales Agents are agencies who are into the business of Direct marketing, TTEB SME team would prefer Agencies who are currently into the business of office automation, Banking, Telecom, the agency should have the expertise to manage large teams of sales personnel. The DSA will be responsible for sales of all products under the Tata Indicom and Tata Docomo brand name, with special focus on the below mentioned products keeping in mind their current business profile Focus Products a. GSM b. CDMA Mobiles c. Photon
d. Walky 3. Value added reseller or System Integrators System integrators are agencies who are into the business of selling networking products and solutions to large organizations like Computers, Laptops, Modems etc, TTEB SME team intends to leverage the relationship of these agencies with their existing and new clients to sell TTML products. Focus Products The Value added reseller (VAR) will be responsible for sales of all products under the Tata Indicom and Tata Docomo brand name, with special focus on the below mentioned products keeping in mind their current business profile a. Wireline voice products like E1 PRI, Del b. Wireless Data products like photon c. Wireline Data products like Leasline , ILL, MPLS etc 4. Alternate Channel Alternate channel is a model by which TTEB SME intends to tap into the potential of agencies who use non conventional methods to engage with the customer like online, Telecalling / BPOs of banks etc. Agencies appointed in the Alternate channel category should have a good mix of these skills and should have a track record of successful implementation with well known brands. The Alternate channel will be responsible for sales of all products under the Tata Indicom and Tata Docomo brand name Scope of Services to be performed by Enterprise Value Partner which includes EPABX Vendor/DSA/System Integrators or Value added resellers (VAR)/Alternate Channel The EVP shall provide the following services to TTL in relation to acquisition and servicing of Subscribers / applicants of post paid and prepaid products and plans offered by TTL: Promote the sales and marketing of TTL Services in relation to both post paid and pre paid Subscriptions, mobile phone services, FWP, all wired line products, but is not limited to sale of Products and Services in the assigned set of SME accounts. Ensure adequate manpower on board as per company norms. Ensure appropriate infrastructure for TTL business operations as per company norms formulated/Suggested from time to time. Provide 100% accurate information/MIS to the company whenever required.
Identify the potential customers and make available to them the Services as per their requirements and in compliance with procedures specified by TTL. Always promote the business interests of TTL. Assist TTL in various promotional schemes identified and launched by TTL and to adhere to the deadlines, targets and processes/procedures/guidelines specified by TTL from time to time in this regard. Assist in advertising the TTL Services in accordance with the instructions issued by TTL from time to time. Supply periodical reports, returns and other information relating to the Services, market conditions, Customers taste and preferences and such other information as may be of interest to the TTL and desired and required by the TTL. Maintain proper books of accounts and records of all transactions related to Subscribers /cash/cheque/credit card collections & inventory as per the formats prescribed by TTL. Provide under its own name and responsibility a full and complete marketing and sales service team for the TTL Services. In consultation with TTL devise adequate methods and administrative processes for the delivery and forwarding to TTL of all CAFs for TTL Service and to further ensure that: a. Each request by a Subscriber for availing the TTL Services is arranged by the EVP through the prescribed CAF. b. The Subscriber has assented to TTL's terms and conditions for TTL Service before signing the CAF. c. Each CAF is correctly and fully completed and signed by each Subscriber and is accompanied by the prescribed documents, photographs and declarations etc. d. A copy of each CAF in original is immediately transmitted to TTL in the form and manner as may be advised by TTL from time to time. e. The CAF is thoroughly verified in all respects and all certificates/affirmations as specified by TTL are in place, before sending the forms to TTL. The Associate in consultation with TTL shall devise adequate methods and administrative processes for the collection/deposit of money from the Subscribers for the connection to the TTL Services and shall further ensure that: a. The Security Deposit, activation fee and all other charges to be collected from the Customer collected by the Associate from the Customers on behalf of the TTL on the previous day are deposited into the TTL designated bank account/s or Login desk on the same day or latest by the next working day. b. All cheques collected from the Subscribers for providing the TTL Services shall be drawn in the name of Tata Teleservices Ltd and/or such other name/s and shall be payable at par at such location/s, as may be specified by TTL from time to time. The responsibility to insure the entire cash/ stock in trade in the office at the address covered under this Agreement shall solely be with the Associate and the liability for any loss or damage due to any fire, burglary, theft, etc. shall be with the Associate.
The security deposit of Rs: 100000 /- shall be payable (Approval required from SME Business Development Head, in case of deviation). However this may be waived if the Channel Partner has paid any security deposit for any other business with TTL or DIESL. No interest will be payable on this security deposit. The decision of TTL in the matter of security deposit shall be final and binding on the Channel Partner TTL reserves the right to determine the allocation of customer accounts to the Channel Partner. The Channel Partner may be required to withdraw from handling certain allocated customer accounts without assigning any reasons. Keep minimum stock of Products as per requirement of TTL at all times to fulfill market requirements Ensure that no request for activation of new customer is sent before confirming that the photograph, proof of address & proof of identity are complete. Violation of this condition is a violation of the guidelines of the Government of India & has severe consequences. Ensure that his personnel maintain proper records for all CAFs submitted to TTL. Ensure that timely incentive is being passed on to his sales staff. Always promote the business interests of TTL and if required undertake all the efforts for customer retention by deploying additional staff for conducting customer meetings. The broad level activities to be performed by the EVP (as and when entrusted to it by TTL) are detailed below: 1. Customer identification and acquisition To pursue customer acquisition opportunities across listed SME) that are allocated to him in respect of the following products: a. Wireless Device based voice and data products like Walky, Mobile, Vdata card, Road Warrior and other new products launched from time to time b. Wireline products like Primary Rate Interface (PRI), Binary Rate Interface (BRI), Leased Line (LL), E1, Broadband, Toll Free, Conferencing and Centrex c. Specialized Solutions on both Wireline and Wireless platforms like Vehicle Tracking, SMS Solutions etc d. Specialized Value Added Services (VAS) based products that are sold as either device bundled or stand alone e. Any other product that are introduced, marketed by TTL 2. Address and credit verification of Subscribers. 3. Recommendation of credit limit. 4. Responsibility for Customer overdue. 5. Customer account creation in the system. 6. Infrastructure/ Manpower:
6.1 Proper housekeeping and merchandise. 6.2 Make arrangements for stationing TTL staff in the office. 6.3 Maintain adequate infrastructure - computers, leased- line, manpower. 6.4 Obtain statutory permissions for the operating the office. 7. Supply Chain Management: 7.1 Ordering and receipt of inventory 7.2 Distribution to channel/ Customer 7.3 MIS & records management 8. Reporting to TTL and stationing of TTL staff in the Outlets 9. Customer Relationship Management 10. Retention efforts by deploying staff for customer meeting calls in field Special obligations of the EVP The special obligations of the EVP are as follows: 6. Account Allocation: a. The EVP shall address all listed SME accounts allocated to him by TTL. b. TTL reserves the right to decide on which accounts to allocate. The partner may also be asked to vacate certain allocated accounts without assigning any reason. c. The account allocation may only be for a specific location or locations only. The TTL IOIP (Individual Owned Individual Paid) team may still approach the account for business. d. EVPs need to submit a list of their account relationships in SME category for evaluation for such account allocation to begin. e. All such accounts MUST FULFILL the Account Classification Criteria to be an SME account first before such request for allocation. 7. Account Dossier Updation: The EVP shall map and upload the information about an allocated account in the Account Dossier. The EVP in consultation with TTML shall devise adequate methods and administrative processes for the collection/deposit of money from the Subscribers availing TTL Services and shall ensure timely collection/deposit 8. Infrastructure: The EVP shall maintain the following infrastructure at all times: a. Office Space: i. Dedicated and fixed seating space for staff ii. Meeting room with white board
b. Office Equipments i. 3 to 4 desktop PCs with all having leased lines/ BRI / Broadband connection ii. 1 printer iii. 1 scanner iv. 1 copier v. 1 cash box 9. Staff : The EVP shall be supported by the following staff a. Sales Persons: i. Sales person hired by a Channel Partner are called Frontline Sales Relationship Associates (FSRA) ii. Recruitment of One salesperson for every 50 enlisted accounts. iii. Sales person hired for telemarketing are called Telemarketing Executives (TME) Qualifications/Experience criteria for FSRA: iv. v. vi. vii. Must be a graduate or undergraduate with experience of having built relationship with accounts. Must possess a two wheeler vehicle 3 to 5 years of experience in corporate sales Part time experience is not counted Qualification Experience criteria for Telemarketing Executives viii. ix. x. xi. Must be a graduate or undergraduate with excellent communication skills. 3 to 5 years of experience in corporate telemarketing sales Part time experience is not counted Salary and conveyance levels for EVP manpower shall be fixed, as prescribed by TTL and are as under:
b. Recruitment of one Customer Relationship Associate (CRA) for every 200 customers (Not Dels). i. ii. iii. Qualifications/Experience criteria : 10+2, age below 28 years, passion for solving customer problems and issues Knowledge of retention practices of company Pleasing personality with local and English language speaking proficiency
c. Recruitment of one Customer Service Representative (CSR) for every 3000 customers (Not Dels). Qualifications/Experience criteria : i. 10+2, age below 28 years, passion for solving customer problems and issues ii. Knowledge of CRM, BRS, POS and Retention practices of company iii. Pleasing personality with local and English language speaking proficiency d. Recruitment of one Stock Keeper : irrespective of level of stock Qualifications/Experience criteria :
i. ii.
10+2, age below 28 years, Able to maintain documentation and account books relating to stocks
6. Customer Care: The EVP shall meet the customer at least once a month and shall provide all help on complaints within the service levels laid down by TTL. In case the same cannot be resolved, they shall be escalated to TTL for immediate action. The EVP should attend the complaints in a professional manner, so as to minimize the complaints and to have good reputation in the market. 7. Stocking: The EVP shall stock the material belonging to TTL for the effective sale of the Products and Services of TTL. For the purpose of stocking and sale of Products, the EVP shall take necessary permissions and licenses as is necessary for the said purpose of stocking, stock management and stock movement. The EVP shall also maintain proper records for the said purpose. All stock that is moved to the EVPs Premises shall be paid for in advance prior to release of stock. 8. Documentation: The EVP shall be responsible for the verification of documents as submitted by the Customers, such as address verification, identity verification, etc., which shall have to be done very diligently. The EVP shall be responsible for filing and submission of CAFs (Customer Application Forms) and supporting documents/information in accordance with the guidelines/directives issued by TTL from time to time. 9. IS/IT online infrastructure: The Franchisee shall establish IS/IT online infrastructure and shall keep the equipments as are necessary to establish the online infrastructure.
PART B XVI -1 SME Value Channel Partner This scope is in addition to the Scope mentioned in Part A above, and specific to SME Customers Channel Partner. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of the inconsistencies, and otherwise Part A and Part B are complimentary to each other. The SME Value Channel Partner is referred as Channel Partner in this Part B. Scope of Service The broad level activities to be performed by the Channel Partner (as and when entrusted to it by TTML) are detailed below: 1. 2. 3. 4. 5. 6. Customer identification and acquisition Address and credit verification of Subscribers. Recommendation of credit limit. Responsibility for Customer overdue. Customer account creation in the system. Customer service: 6.1 Facilitate activation/ sale of VAS/ Accessories 6.2 Bill collection (cash and cheques /DD) 6.3 Query Resolving and Trouble Ticket Management 6.4 Customer Retention 6.5 Customer Health Check 6.6 Customer Exit and account closure. 6.7 Customer Expectation Handling. 6.8 Recovery/Collection of dues 7. Infrastructure/ Manpower: 7.1 Proper housekeeping and merchandise. 7.2 Maintain adequate infrastructure - computers, leased- line, manpower. 7.3 Obtain statutory permissions for the operating the outlet. 8. MIS & records management and reporting to TTML The Channel Partner shall be responsible for the following: Customer Acquisition To pursue customer acquisition opportunities across SME accounts that are allocated to him in respect of the following products: i. ii. iii. iv. Wireless Device based voice and data products like Walky, Mobile, Vdata card, USB Modems, Road Warrior and other new products launched from time to time. Wireline products like Primary Rate Interface (PRI), Binary Rate Interface (BRI), Leased Line (LL), E1, Broadband, Toll Free, Conferencing and Centrex. Specialized Solutions on both Wireline and Wireless platforms like Vehicle Tracking, SMS Solutions etc. Specialized Value Added Services (VAS) based products that are sold as either device
v.
bundled or stand alone. Any other product that are introduced, marketed by TTML.
Stocking, invoicing of devices i. Procurement and stocking for sale, the devices like Vdata Cards, Mobiles, USB modems and other specialized devices in requisite quantities to respond to customer requirements promptly. ii. Safe and secure storage of stock transferred as well as saleable devices at own premises. iii.Ensuring customer understanding of various features and benefits of such devices. Customer Relationship Management i. Retention efforts by deploying staff for customer meeting calls in field Special obligations of the Channel Partner The special obligations of the Channel Partner under this Agreement are as follows: 1. Account Allocation: a. The Channel Partner shall address all listed SME allocated accounts. However, it is agreed that the Collection base allocated to the Channel Partner would include accounts with minimum 5 dels/connections of organizations. Further, Non Profitable Organizations accounts would not be allocated to the Channel Partner for collections. It is clarified that the collection base to be allocated to the Channel Partner would be applicable, only if it is prior approved in writing by the respective TTML Circle COO and CSD head. b. An e-process workflow will govern the allocation, de allocation, transfer of such accounts. No account activity or order pick up or order entry is allowed before the account having been allocated to Channel Partner. c. TTML reserves the right to decide on which accounts to allocate. The Channel Partner may also be asked to vacate certain allocated accounts without assigning any reason. d. The account allocation may only be for a specific location or locations only. e. Channel Partner needs to submit a list of its account relationships in SME category for evaluation for such account allocation to begin. 2. Account Updation 2.1 Dossier: The Channel Partner shall map and upload the information about an allocated account in the Account Dossier. The Channel Partner in consultation with TTML shall devise adequate methods and administrative processes for the collection/deposit of money from the Subscribers availing TTML Services and shall ensure timely collection/deposit or 2.1 CMS: The Channel Partner shall handover the Security Deposit, activation fee and all other charges collected from the Subscribers on behalf of TTML on the previous day to the TTML designated pick up agency by the next working day. Before handing over the money, SVP has to do the entry in POS.
3. Remittances to TTML: a. The Channel Partner shall deposit the Security Deposit, activation fee and all other charges collected from the Subscribers on behalf of TTML on the previous day into the TTML designated bank account/s by the next working day. b. The Channel Partner shall ensure that all the cheques collected from the Subscribers, for providing the TTML Services are drawn in the name of Tata Teleservices (Maharashtra) Ltd and/or such other name/s and are payable at par at such location/s, as may be specified by TTML from time to time.
4. Infrastructure: The Channel Partner shall maintain the following infrastructure at all times: a. Office Space: i. Dedicated and fixed seating space for staff ii. Meeting room with white board b. Office Equipments i. 3 to 4 desktop PCs with all having leased lines/ BRI / Broadband connection ii. 1 printer iii. 1 scanner iv. 1 copier v. 1 cash box 5. Staff : The Channel Partner shall have the following staff supporting: a. Sales Persons: i. Sales person hired by Channel Partner is called Frontline Sales Relationship Associate (FSRA) ii. Recruitment of Sales FSRA Minimum of 10 per Channel Partner iii.Collection and Retention FSRA 1 per 100 accounts, minimum of 3 per Channel Partner iv. Tele calling executives 1 per 100 accounts, minimum of 3 per Channel Partner Qualifications/Experience criteria: i. Must be a graduate or undergraduate with experience of having built relationship with accounts. ii. Must possess a two wheeler vehicle iii. 3 to 5 years of experience in sales iv. Part time experience is not counted b. Customer Service Representative (CSR) i. One Customer Service Representative (CSR) Qualifications/Experience criteria : i. 10+2, age below 28 years, passion for solving customer problems and issues ii. Knowledge of CRM, BRS, POS and Retention practices of TTML iii. Pleasing personality with local and English language speaking proficiency 6. Customer Care: The Channel Partner shall meet and call each customer allocated to it the customer at least once a month and shall provide all help on complaints within the service levels laid down by TTML. In case the same cannot be resolved, they shall be escalated to
TTML for immediate action. The Channel Partner should attend the complaints in a professional manner, so as to minimize the complaints and to have good reputation in the market. 7. Recovery/Collection of dues : Channel Partner undertakes to perform various duties and obligations set forth in this section and under scope of Service, as set forth in Part-B1 hereto, as amended, modified from time to time by TTML. 8. Customer Retention : Service provider undertakes to perform various duties and obligations set forth in this section and under scope of Service, as set forth in Part-B2 hereto, as amended, modified from time to time by TTML. 9. Stocking: The Channel Partner shall stock the material belonging to TTML for the effective sale of the Products and Services of TTML. For the purpose of stocking and sale of Products, the Channel Partner shall take necessary permissions and licenses as is necessary for the said purpose of stocking, stock management and stock movement. The Channel Partner shall also maintain proper records for the said purpose. All stock that is moved to the Channel Partners Premises shall be paid for in advance prior to release of stock. 10. Interest Free Security Deposit: Channel Partner shall make a initial interest free refundable/adjustable security deposit to TTML as below: Security Deposit Security Deposit In form of Irrevocable Bank Guarantee Total Security Deposit Channel Partner Rs. 1,00,000 Rs. 1,00,000 Rs. 2,00,000
An additional interest free refundable/adjustable security deposit of Rs.25,000 will have to be submitted by the Channel Partner for every 5 lakhs increase in billing over and above 1st allocation limit. Same would be reviewed by TTML authorized representatives every quarter. The Channel Partner shall be under obligation to pay any further deposits, as TTML may deem necessary for the purpose of this Agreement. 11. Documentation: The Channel Partner shall be responsible for the verification of documents as submitted by the Customers, such as address verification, identity verification, etc., as desired by TTML from time to time, which shall have to be done very diligently. The Channel Partner in consultation with TTML, shall devise adequate methods and administrative processes for the delivery and forwarding to TTML of all CAFs for TTML Service and to further ensure that: (a) Each request by a Subscriber for availing the TTML Services is arranged through the prescribed CAF. (b) The Subscriber has assented to TTML's terms and conditions for TTML Service before signing the CAF. (c) Each CAF is correctly and fully completed and signed by each Subscriber and is accompanied by the prescribed documents, photographs and declarations etc. (d) A copy of each CAF in original is immediately transmitted to TTML in the form and manner
as may be advised by TTML from time to time. (e) The CAF is thoroughly verified in all respects and all certificates/affirmations as specified by TTML are in place, before sending the forms to TTML. The Channel Partner shall be responsible for filing and submission of CAFs (Customer Application Forms) and supporting documents/information in accordance with the guidelines/directives issued by TTML from time to time. 12. IS/IT online infrastructure: The Channel Partner shall establish IS/IT online infrastructure and shall keep the equipments as are necessary to establish the online infrastructure.
Part B- XVI- 2 Scope of services (Collection of Dues) i. Channel Partner shall be follow up with the respective accounts allocated from time to time by TTML, for collection of outstanding dues. SVP, for collection of outstanding dues, shall follow such process(es) as may be specified by TTML from time to time. In addition, as per the instructions from TTML Channel Partner shall make suitable arrangements to retrieve, the Equipment belonging to TTML such as from the Customer premises, in the presence of the Customer or Customers family members or anyone authorised by them, under an acknowledgment from the Customer or anyone under him/her in writing.
ii.
iii. Channel Partner shall duly handover the recovered Equipment to TTML at its office within 24 hours. iv. Channel Partner will at all times, act in a manner which is both legal and ethical and shall not do or attempt to do anything which would prejudice the reputation of TTML or make TTML liable in any manner whatsoever. v. The authority given by TTML to Channel Partner to collect the overdue amount from the Overdue Accounts referred to in the List shall automatically terminate on the expiry of one (1) month from the date the List was issued, unless specifically extended in writing by an Officer of TTML.
vi. From time to time, TTML shall furnish to Channel Partner the List of Overdue Accounts, who are not available or traceable at the address given by them to TTML at the time of subscription. Channel Partner shall on receipt of such request and details make best endeavors to trace the Overdue Account and obtain for TTML, the latest residential and business / employment address and any other relevant particulars. TTML may also require Channel Partner to investigate and ascertain for TTML such further details, as TTML may require from time to time in regard to such untraceable Overdue Accounts. vii. Further Channel Partner undertakes with TTML as follows: a. That all cheques / demand draft payments collected by Channel Partner shall only be local cheques and shall be drawn in favour of TTML A/C No. _________ (Subscribers account number). b. That all cheques / demand draft payments collected by Channel Partner shall be handed over to the Officer of TTML, within 24 hours of collection from the Customer, along with a consolidated statement in the format prescribed by TTML. c. That all payments collected from Customers by Channel Partner in the form of cash shall be handed over to designated pick up agency and Channel Partner will also obtain cash receipts for all such cash payments handed over to the pick up agency and submit the receipts to the Officer of TTSL within 24 hours of collection of such cash payments from the Customer. Before handing over the Cash, SVP has to make an entry in BRS.
d. The aforesaid temporary receipt will be in triplicate of which Channel Partner shall hand over the Subscribers copy to the concerned Subscriber, TTMLs copy to TTML and retain the book copy with itself. e. Channel Partner shall not give any full and final receipt, undue indulgence to Overdue Account, or accept any compromised settlement of any over dues, whatsoever without prior written consent of the Officer of TTML: f. Channel Partner shall not accept any payment from Overdue Accounts in kind or in other form apart from cheque, demand draft or cash. g. Channel Partner shall not at any time communicate anything in writing to the Overdue Account regarding payment of overdue amount or on any other related matter. h. Channel Partner in all interactions with Overdue Accounts or third parties, will clearly indicate that Channel Partner is acting on behalf of TTML and further that all payments must be made payable/drawn in favour of TTML only. i. Channel Partner shall strictly adhere to the Collection / Recovery Policy, Code of Conduct and operating regulations that form part of this Agreement, breach of which may result in termination of this Agreement and shall entitle the TTML to take any action including criminal action against Channel Partner. j. Channel Partner shall submit bi-weekly reports to TTML of the action taken and the current position in respect of each of the Overdue Accounts in the List referred to Channel Partner. k. That in all dealings with Overdue Accounts and third parties, Channel Partner will not do or attempt to do anything, which is illegal or is contrary to this Agreement or any direction or instruction issued by TTML. l. Channel Partner shall keep separate books of accounts and detailed records in relation to this arrangement and to allow the Officers and authorized representatives of TTML, full access to these, whenever called for. m. Overdue Accounts shall only be treated as collected/recovered, if the full amount of all the overdue invoices have been received by TTML or TTML has agreed to accept and has been paid a lesser amount in settlement of the over dues. n. Once authorization to collect the Overdue Accounts have been withdrawn by TTML pursuant to the provisions herein or otherwise, then any payment received from any Overdue Accounts by TTML or Channel Partner shall not be subject to any payment of Consideration to Channel Partner. o. However in the event of any Overdue Account making payment to Channel Partner or any employees of Channel Partner after the authorization to collect has been withdrawn, Channel Partner shall immediately hand over such payments received to TTML.
Penalty Clause: Channel Partner acknowledges and agrees that the following penalty provision shall apply under this Agreement: Sr. No. (i) Circumstances Amount of Penalty
Non-compliance of Code of Conduct Forfeiture of the said security issued by TTML on account of bad deposit in addition to termination of behavior with the Customer the Agreement Non-compliance of Code of Conduct First time - warning and penalty of issued by TTML on account of other points Rs. 5000/-, viz. misrepresentation by Collection Agent as a lawyer/police. Subsequent complaint - forfeiture of security deposit and termination of the Agreement. Delay (without any approval from Circle collection/CS head of TTML) /nonremittance of payment collected from the Customer to TTML, as per the timelines specified. First time - 100% of the amount collected. Second time- 200% of the amount collected and a additional fine of Rs.5000.
(ii)
(iii)
Part-B - XVI- 3 TTML Collection / Recovery Policy Note: In this Policy, reference to Collection Agency shall mean the Channel Partner appointed by TTML and reference to the Company shall mean TTML. This Policy shall be read along with the TRAI guidelines outlined in Appendix 1 herein and any other guidelines or regulations as may be issued by TRAI, DoT or any other statutory or regulatory authority from time to time. Commandments of the Collection of dues Policy 1. 2. 3. 4. 5. 6. 7. 8. All dealings should be with utmost professionalism, honesty and integrity. Delivery of services of the highest quality & standard. Comply with applicable laws, rules and regulations. Use the Companys assets only for business purposes. No misuse of the Companys information to which access is given. No receipt or offer of any illegal payments or gifts. No engagement in activities that are in conflict with the Companys interests. No use of physical force or means of duress, coercion.
The debt collection / recovery policy of Tata Teleservices Limited (The Company) is built around dignity and respect to the Customers. The Company selects outsourced agencies for providing such services, who, possess unblemished records, are free from criminal background, and agree to work within the framework of Companys philosophy, policies and business ethics. The Company meticulously follows due diligence guidelines in selection of outsourced agencies. The Company would insist that the outsourced agency should not engage/involve any person, who has been convicted by any court for any offense under Indian Penal Code. In this connection the Company will take an undertaking from the owner / partner or director as the case may be, of the outsourced agency stating that the agency has not been adopting illegal means for collection of dues and none of its employees, owners, partners or directors, has been convicted by any court for any offense. In case the agency is found to have made/given false statement / undertaking, the agency agreement will be terminated forthwith. The Company will neither encourage nor follow policies that are unduly coercive in collection of dues and recovery of Companys properties from the Customers. The policy is built on courtesy, fair treatment and persuasion. The Company believes in following fair practices with regard to collection of dues and recovery of Companys assets and thereby fostering Customer confidence and long-term relationship. At any point of time the collection policy and the outsourcing arrangement will not affect the rights of Customer against the Company, including the right of the Customer to obtain redress as applicable under various licensing conditions, Indian Telegraph Rules, TRAI regulations, directions and orders etc. The payment against Company services has a stipulated due date, which is appended on monthly bills & will be decided by the Company taking into account periodicity of billing and usage by Customer. The Company will specify to the Customer upfront tariff plans at the time of acquisition and such tariff plans and delay payment charges, if any, will be reproduced on monthly bills duly applied on usage log of Customers. The Company would expect Customers
to adhere to the payment due date to avoid collection follow-up, degradation of service & minimize Companys exposure and bad debts. All the practices adopted by the Company for follow up and recovery of dues and repossession of Company assets will be in due consonance with all applicable laws and regulations, notwithstanding any contrary clause in the agreement with the Customer, instruction / communication from or to the Customer and any other law / guidelines / instruction from the regulator enforced. Essence of Companys polices / procedure for collection & recovery of dues are reproduced below: 1. The Company will send detailed monthly bill to Customer on predefined bill date (bill cycle). Such bill shall include details of all charges, due date of the payment, delay payment charges, Companys toll free contact center number & contact name/title, address, telephone number and e-mail address of Nodal officer of the Company, reference information about appended collection / recovery policy & billing dispute resolution mechanism on TTML website. This information can also be provided to Customers from Companys customer service centers. In addition the Company will send a SMS / outbound dialers call to Customer, intimating outstanding of dues and due date by which Customer must clear his dues. 2. Post dispatch of bill, flash of SMS Message or outbound dialer call, the Company may allocate such details of Customer outstanding bill to a Collection Agency. The Collection Agency will update Customer about the due date & outstanding amount of the Customer and facilitate Customer by way of informing nearest payment centre and other channel / mode of payments and providing facility of payment of dues at the doorstep of the Customer. Agents of Collection Agencies will be trained by Company at a regular intervals and all agents will be provided 8 hours of training in a quarter. 3. Customer must pay their dues by the due date. In the event of any doubt about the outstanding / clarification on the due amount and charges in the bills, Customer must seek clarification / register their complaints to the authorized Companys channels as indicated on bill or Companys website. 4. In the event of failure of payment of dues by the due date, the Company may send a reminder SMS / outbound dialer message or out call intimating about non payment of over dues & subsequently degrade service levels (outgoing / incoming facility) of the Customer and these services may be restored only upon clearance of dues. 5. When Customer has churned out of Companys network, the Company shall initiate due action to repossess its properties provided to the Customer if any, at the time of acquisition, by way of allocating Customer details and asset particulars to the recovery agencies involved in repossession of the Companys assets. This agency may be the same agency involved in recovery of dues or may be different. However, both the agencies (hired for collection of dues and repossession of Companys assets) may collect dues and repossess the Companys assets. 6. Wherever the Customer has disputed the bill/outstanding dues and such of the dispute/complaint/appeal is pending for redressal by the Nodal Officer or appellate
authority, as the case may be, such cases will not be handed over to Collection Agency for collection of dues or if handed over already, the same will be withdrawn forthwith. 7. In case agent of Collection Agency finds that the telephone has been taken fraudulently with the identity/ address proof not in line with records furnished to the Companythe agent of Collection Agency will provide the feedback to the Company. The Company will examine the case and take appropriate action. 8. The Company shall maintain secrecy / privacy of the Customer information as per the licensing conditions and will not share details of call records to its agencies. 9. The Company may not entrust a collection case of a defaulting consumer to more than one collection agency at a time, however, different agencies with other responsibility may approach Customer. For example agencies involved in activities such as fault repair, retention of churning customer, asset repossession, may approach Customer at the same time 10. The list of collection agencies and their authorized representative with their contact number shall remain available with Nodal officer of the Company. 11. Companys Collection of dues policy, code of conduct for collection agencies & list of collection agencies involved in collection of dues with their owner / partner / director / authorized representative, name and contact no shall be available at TTML website www.tataindicom.com. 12. In the event of continuance of default in payment of dues, the Company may initiate recovery proceedings through Companys legal representatives, advocates & solicitors against the Customer as per service agreement signed by Customer, law of land and various statutory provisions inclusive (not exhaustive) of Negotiable Instrument Act, Proceeding under summary suit /recovery suit. Any legal case may be settled amicably between the Company & Customer. 13. Collection Agencies engaged in collection of dues are communicated about Companys philosophy, instruction by regulator and other abetting laws, by way of multiple clauses in the legal agreement signed for the assignment and a detailed code of conduct is published, communicated to all collection agencies. The Company may take all necessary steps to ensure compliance of all clauses of agreement and instruction by way of code of conduct failing which, the Company revere the rights of imposition of penalty clause or termination of agreement with the Collection Agency.
Part-B-XVI- 4 Code of Conduct for Channel Partner Note: In this Code of Conduct, reference to Collection Agency shall mean the Channel Partner appointed by TTML and reference to the Company shall mean TTML. This Code of Conduct shall be read along with the TRAI guidelines outlined in Appendix 1 herein and any other guidelines or regulations as may be issued by TRAI, DoT or any other statutory or regulatory authority from time to time. The Collection Agencies and their employees must behave like ambassadors of the Company. They are committed to supply services of the highest quality standards to ensure Customer satisfaction. All the practices adopted for follow up and recovery of dues and repossession of the Company assets, if any, will be inconsonance with all applicable laws and regulations. This must reflect in their interactions with the Customers & any other parties associated with the collection process. The Collection Agency shall not be authorized to represent the Company if their business conduct and ethics are known to be inconsistent with the Companys business ethics, Collection / Recovery Policy, Code of Conduct for Collection Agency/ies for collection / recovery of dues and Equipment. All the staff members of the Collection Agency authorized to represent the Company in collection / recovery of dues to the Company / assets of the Company, shall follow the guidelines set out below: 1. Confidentiality In order to protect sensitive and competitive information of the Company, the Collection Agency shall sign a non-disclosure agreement with the Company. The Non-Disclosure agreement commits the Collection Agency to maintain the confidentiality of all non-public Company data and information, whether oral or written, that may come into the Collection Agencies possession through its business relationship with the Company. The Collection Agency shall not disclose any confidential information to any person except those with a need to know to enable the Collection Agency to conduct the business entrusted to it by the Company. 2. General Guidelines 1. The Customer should be contacted ordinarily at the contact number & the place of his/her choice (billing address, as specified to TTML) and in the absence of any specified place, at the place of his/her residence and if unavailable at his/her residence, at the place of his/her business/occupation. 2. Identity and authority of the Collection Agency to do the follow up and recovery of dues on behalf of the Company should be made known to the Customer at the first instance. 3. Agent of collection Agency should carry a photo Identity card issued by the Collection agency along with valid authorization from the Company issued to the Collection agency. The photo identity card should contain the contact number of the supervisory officer / Company helpline. Agent should show his identity card to the Customer voluntarily at the time of visit.
4. Customers will normally be contacted, by way of telephone call or in person, between 08:00 hrs and 21:00 hrs, unless the special circumstance of the Customers business or occupation if advised by the Customer requires the Company to contact at a different time. 5. Customers requests to avoid calls at a particular time or at a particular place shall be honored. 6. At the time of calling/ contacting Customer, agent of Collection Agency must convey his/her complete details such as name of contacting person, name of the Company on behalf of whom the call is being made, name of the Collection Agency and contact number if the Customer so desires. 7. If the Customer claims to have already paid the bills, the Agent will politely request the Customer to provide the evidence of such payment. 8. In case Customer says the bill is under dispute and he has not received any final decision from the Company, the Agent will collect the necessary information and provide the feedback to the Company for disposal of billing complaint / dispute. If the bill is disputed, the Agent shall take no follow-up action till the Company gives the final decision. 9. In case agent of Collection Agency finds that the telephone has been taken fraudulently with the identity/ address proof not inline with records furnished to the Company, theagent will provide the feedback to the Company. The Company will examine the case and take appropriate action. 10. The Collection Agency will document the efforts made for the recovery of dues and the copies of communication sent to Customers, if any, will be kept on record. 11. Inappropriate days/occasions such as bereavement in the family or such other calamitous occasions, if already known to the Collection Agency, will be avoided for making calls/visits to collect dues. If the Collection Agency comes to know of the same only at the time of visiting the Customer, they should avoid meeting the Customer on that day. 12. The Collection Agency shall not under any circumstances make use of slang or of any form of inappropriate language & should be sincere, polite yet firm in all their interactions with the Customer. 13. The Collection Agency shall not engage in any conduct or practice, which harasses, oppresses or abuses any person (not just the Customer) in connection with collection of outstanding dues & should be especially sensitive in their interactions with the elderly, the physically/ mentally challenged, young children and women. Additionally a. Agent of Collection Agency shall never misrepresent himself/herself as a lawyer / police person or anyone belonging to any government agency. b. Agent of Collection Agency must identify himself as a representative of the Company with clear indication of his role.
c. d.
Agent of Collection Agency shall not act as a legal representative or lawyer of the Company. Agent of Collection Agency shall not threaten the Customer by using abusive language or any criminal means.
14. The Collection Agency shall not engage in the use of threat of violence or other criminal means to harm the physical person, reputation or property of any person. 15. The Collection Agency shall cooperate with the law enforcement agencies, as and when required. 3. Standards Compliance The Collection Agencys employee/s shall conduct themselves while undertaking collection of the outstanding dues, as per the laws of the country and as per the Code of Conduct for Collection Agency and agents. They shall at all times follow the standard operating procedure wherever clearly laid out. In case of any ambiguity, the Collection Agencys employee/s shall revert back to the Collection Agency supervisor or Company coordinator for further instructions. 4. Public Communication (Media) Neither the Collection Agency nor its employees are authorized to provide information or interviews to the news media on behalf of the Company. All requests for interviews, information, or comments on the cellular or communications industry from any form of print or broadcast media are to be referred to the concerned Company employee. Collection Agency and its staff are not authorized to provide information or statements to the media on the Companys behalf. All advertisements in newspaper or any other media for recruitment of executives etc. by the Collection Agency shall be released only after obtaining the due wirtten approval of Head Customer Care of the Company. 5. Fraudulent Practices Collection Agency and / or its staff shall be polite towards the Customer so as to avoid allegations of bad behavior. Fraudulent practices adopted by Collection Agency and / or their staff will lead to immediate termination of the contract, black listing of the Agency, imposition of penalty clause as per agreement, besides prosecution and police complaints against the concerned Agency / employee/s of the Agency. The following practices are defined/to be treated as fraudulent practices: 1. Tampering, falsification or unauthorized preparation / overwriting of cheques, demand drafts and other negotiable instruments. 2. Tampering, falsification and false commitments on receipts and settlement letters. 3. Misappropriation of monies collected from the Customers or using the cash payment of customer for personal purpose even for a temporary period. 4. Filing false complaints aganist Customers for the purpose of intimidation. 5. Issuing cheques on behalf/in the name of the Customers, without sufficient balance in the account, with ulterior intention of achieving targets.
6. Any other similar malicious act, which goes against the spirit of fair play and natural justice 6. Professional Ethics The Collection Agency or its employee/s shall not under any circumstances make any verbal or written commitment without the permission of the Company officials for any discounts, waivers, adjustments or any other matters outside their purview. The Collection Agency employee/s shall also carry adequate information about the account before the account is actually addressed. Collection Agency shall be responsible to ensure that the principals, managers, and staff of the Collection Agency are aware and adhere to the provisions of the Non-Disclosure requirement contained in the Collection Agency Agreement. The non-disclosure agreement covers all, but not limited to, scientific or technical information, designs, ideas, processes, procedures, formulae, improvements, information relating to any of the Companys current or proposed products, services, methods, businesses or business plans, market pricing, distribution and business strategies, information relating to the Companys relationship with any of its Customers, suppliers, Collection Agencys, agents or employees and financial, collection and any other information. 7. Qualification & Appearance: 1. The employees of the Collection Agency should have a minimum qualification of High School graduation. 2. The employee must be neat & clean in his/her appearance. Male employees should be properly shaved; moustaches & beard should be neatly trimmed & well maintained. 8. Dress Code 1. All Collection Agency employees are required to dress in a professional manner. It is expected that employees will be dressed in formal attire and be representative of the business-like image the Company wishes to present to its customers. 2. Clean, well pressed light colored shirt & dark trousers. 3. Dark colored polished leather shoes. 4. Any Agencys employee/s whose appearance is found to be not up to the mark should be sent back for the day & his/her duties should be reallocated to the other employees. 5. Dos: Shave daily, Short & well-combed hair, Use mint/ Mouth freshener, Wear shoes & socks, Wear trousers with shirt tucked in, Wear identity card as a badge. 6. Donts: No bad breath, No t- shirts, No sandals/chappels, No long nails, Wearing garments bearing any other companys logo & dirty, soiled clothes under any circumstances. 9. Personal Safety
1. If a Customer calls the PCR or the police for the purpose of lodging a complaint, false or otherwise, vacate the premises immediately and contact your supervisor. Do not attempt to deal with the situation yourself without support. 2. If a Customer attempts physical abuse or threat of violence do not attempt to deal with the situation yourself. Contact your supervisor and leave the premises immediately. 10. Belongings The field executives must carry a bag containing 1. 2. 3. 4. 5. 6. Case sheets of customer Daily activity report Receipt book ID card Letter of authorization from company in case ID card has not been issued as yet Supervisors name, address and contact number
PART-B- XVI- 5 TRAI Guidelines dated 16th November 2007 Guidelines to Telecom Service Providers regarding collection of dues by outsourced agencies engaged by them 1. a. Dues Recovery Policy: The service providers should have a transparent policy on mode of recovery of dues from consumers. The policy should be consistent with the licensing conditions and laws of the land. Such policy should be put on the website of the service provider for information of consumers. In case the service provider has engaged outsourced agency, the service provider needs to ensure that outsourcing arrangement does not absolve them of their responsibility to fulfill their obligation to consumers. As the outsourced agency would be working on behalf of the service provider, the service provider cannot indemnify itself from any actions performed by the outsourced agency in this regard. Service providers, therefore, have to ensure that outsourced agency observe the same high standards of care in performing the services as would be applied by the service providers themselves, had the activities been carried out by the service providers and not outsourced. The service provider should have a formal Code of Conduct for outsourced agency and its employees/agents for collection of outstanding dues from consumers. Such Code of Conduct should also be put on the website of the service provider for information of the consumers. Outsourcing arrangement should not affect the rights of consumer against the service provider, including the right of the consumer to obtain redress as applicable under various licensing conditions, Indian Telegraph Rules, TRAI regulations, directions and orders etc. Obligation of Telecom Service Providers (Licensees): Service provider need to ensure effective complaint handling mechanism for billing complaints as stipulated in the "Quality of Service (Code of Practice for Metering and Biliing Accuracy) Regulation 2006" dated 21st March, 2006 and redressal mechanism as specified in "Telecom Consumers Protection and Redressal of Grievances Regulations, 2007" dated 4th May, 2007. The existence of an effective complaint handling mechanism for billing complaints and grievance redressal mechanism should significantly reduce the incidences of outstanding dues from consumers. Service provider should ensure that before a collection case is given to an outsourced agency, advance intimation through telephone call or SMS, followed by intimation in writing, is given to the customer regarding his outstanding dues so that the customer's response could be elicited. Such intimation should have the contact details of the supervisory officer of the service provider who can be contacted for further clarification, if needed.
b.
c.
d.
2. a.
b.
c.
Wherever the customer has disputed the bill/outstanding dues and such dispute/complaint/appeal is pending for redressal by the Nodal Officer or appellate authority, as the case may be, such cases shall not be handed over to outsourced agency for collection of dues. Service providers should have consumer awareness agenda for educating consumers, particularly on billing dispute resolution mechanism, and their recovery policy/procedure through outsourced agency. Secrecy / privacy of the consumer information should be ensured as per the licensing conditions. Service Providers shall publish the names and telephone numbers of its outsourced agencies and their authorized staff on their website, service area wise. Service provider shall not entrust a collection case of a defaulting consumer to more than one outsourced agency at a time. Appointment of Outsourced Agency and Contract Agreement: Selection and eligibility criteria need to be specified. Agency appointed should have a clean record. The service provider, being licensee under Indian Telegraph Act 1885, can not appoint / contract such outsourced agency who employ illegal means to collect the dues. Service provider should have written agreement with the outsourced agency which shall contain, amongst other things, the following: (i) Recovery Policy of the service provider, including collection of outstanding dues through collection agents. (ii) Code of Conduct for the outsourced agency and its agents. (iii) The procedures to be followed by agent of outsourced agency for collection of outstanding dues. (iv) Penalties for contravention of the recovery policy, including collection through outsourced agency, and code of conduct by outsourced agency and its agents. (v) Termination of contract.
d.
e. f. g. 3. a. b.
c.
d. e.
Agreement/ Contract should provide prior approval/ consent by the service provider for engaging sub-contractors by the outsourced agency. Agreement / contract should provide for regular training programs for agents of outsourced agency about the code of conduct, recovery procedures, including collection through outsourced agency, of the company, terms and conditions etc. Agreement! Contract should also incorporate mechanism for continuous monitoring and assessment by the service provider of outsourced agency.
f.
g.
Service Providers shall make appropriate provisions in their agreements/contracts with outsourced agencies to ensure that individuals with criminal background are not engaged as agents/employees of the outsourced agency. Contract / agreement should have provision to ensure that the outsourced agency will not make multiple point of contact with a defaulting consumer at a time through its different employees/ agents. Outsourced agency shall not issue any legal notice on behalf of the service provider to any telecom consumer. Legal notice / advocate notice / any legal procedure will be initiated only by the service provider through their legal representative(s). Identification and role of Agent of outsourced agency: Agent of outsourced agency should have photo Identity card issued by the outsourced agency along with authorization letter from service provider issued to the outsourced agency. Photo identity card should contain the contact number of supervisory officer / helpline of the service provider. Agent should show his identity card to the customer voluntarily at the time of visit. At the time of calling/ contacting to customer, agent of outsourced agency must convey the complete details such as name of contacting person, name of telecom service provider on behalf of which call is being made, name of outsourced agency and contact number if customer desire so. Agent of outsourced agency shall never misrepresent as lawyer / police or anyone belonging to any government agency. Agent of outsourced agency must identify as a representative of the service provider with clear indication of his role. Agent of outsourced agency shall not act as legal representative or lawyer of service provider.
h.
i. j. 4. a.
b.
c. d. e.
5. Procedures: a. Interaction of agent of outsourced agency with the customer in certain cases: i. ii. Where the customer had already paid the bills - agent will politely request the customer to provide the evidence of payment. In case customer says the bill is under dispute and he has not received any final decision from the service provider - for disposal of billing complaints the agent of outsourced agency will collect the necessary information and provide the feedback to the service provider for disposal of billing complaint! dispute. If bill is disputed, no follow-up action by the agent till the final decision is given by the service provider.
iii.
In case agent of outsourced agency finds that the telephone has been taken fraudulently with the identity! address proof theft - agent of outsourced agency will provide the feedback to the service provider. Service provider will examine the case to take appropriate action and written communication indicating withdrawals of bills shall be made to such person in whose name the telephone was taken fraudulently. Expected Conduct from agent of outsourced agency:
b. i.
Agent of outsourced agency shall conduct himself while undertaking collection of the outstanding dues as per the laws of the country and as per the Code of Conduct for outsourced agency and agents. Agent of outsourced agency shall be polite towards the customer so as to avoid allegation of bad behaviour. Security deposited as per agreement! contract shall be forfeited by the telecom service provider and agreements cancelled for such acts. Agent of outsourced agency shall not threaten the customer by using abusive language or following criminal means. Agent of outsourced agency shall call the consumer only from the telephone numbers published on the Website of the Service Providers. The agent of outsourced agency shall not make calls from any other telephone number to consumer. Agent of outsourced agency shall make calls to the consumer or visit the premises of consumers for collection of dues during 8:00AM to 09:00 PM only or the appointed time.
ii.
iii. iv.
v.
Part XVI-B- 6 Scope of Retention services i. Channel Partner shall follow up with the respective accounts allocated from time to time by TTML, to retain these customers. SVP, for retaining customers, shall follow such process(es) as may be specified by TTML from time to time. Upon receipt of the List and after having verified the authenticity of the Officer signing the List, as being an officer of TTML authorized in this connection, Channel Partner shall contact the Overdue Accounts with a view to retain the Overdue Accounts. Channel Partner shall arrange for the field visit on each and every case to retain the Overdue Accounts within the time limit specified by TTML. The authority given by TTML to Channel Partner to retain the Overdue Accounts referred to in the List shall automatically terminate on the expiry of one (1) month from the date the List was issued, unless specifically extended in writing by an Officer of TTML.
ii.
iii. iv.
PART B- XVII-1 Channel Partner-ADSL- Photon Pro This scope is in addition to the scope mentioned in Part A above and specific to ADSL - Photon Pro Channel Partner. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of inconsistencies, and otherwise Part A & Part B are complimentary to each other. For the purpose of ADSL - Photon Pro Channel Partner, Product shall mean ADSL Internet Broadband. 1. Scope of Service
The Scope of Service shall include the following:

i. Providing copper cable connectivity between TTL network to and Subscribers equipments. ii. Regular Maintenance of the above connectivity iii. Installation of network equipments require to be install in network of CP for provisioning of Last Mile connectivity iv. Uninterrupted electric power supply , through a separate sub-meter. v. Installation, commissioning and maintenance of complete copper /fiber optical cables along with ONT, Splitter and ONU, STBs (Equipments) and EMS for the FTTH Network installed by the CP, wherever required to be installed as per the instructions of TTL. vi. Maintenance of uptime minimum 99.99 times of equipments and network provided to TTL and/or its customers. vii. Circulation of the health checks report of CPs Network to TTL. viii. All the L1, L2 and L3 level support related to Fiber, Splitter, ONU & ONT installed on the CPs network. ix. Uninterrupted ingress and egress access to TTL or its employee, contractor etc. 2. Responsibilities of TTL i. Reimbursement of the electricity bill for TTL equipments as per the sub-meter reading at the prevailing tariff of electricity and cost of separate sub-meter. ii. Installation of ADSL equipment / DSLAM or any other necessary equipment within the premises of the ADSL - Photon Pro Channel Partner. iii. Provision of splitter and ADSL modem to ADSL - Photon Pro Channel Partner, so that it can be provided by the ADSL - Photon Pro Channel Partner to the Subscriber. 3. Other Covenants i. The equipments installed by TTL and splitters/ADSL modems/equipments provided by TTL to ADSL - Photon Pro Channel Partner shall remain sole property of TTL and the ADSL - Photon Pro Channel Partner and/or ultimate Subscriber shall not have and/or claim any right (including right of lien) on or over the said equipments.
PART B- XVII -2 Channel Partner - DID Operator This scope is in addition to the scope mentioned in Part A above and specific to DID Channel Partner. Any inconsistencies between this and Part A, this shall prevail over Part A, to the extent of inconsistencies, and otherwise Part A & Part B are complimentary to each other. The Scope of Service of DID Operator will depend upon the Category of Work basis the arrangement between TTL and DID Operator. The DID Operator has to tick for the Category of Work in which he falls. Scope of services DID Channel Partner (CP) DID Channel Partner shall be responsible for all following category of work: 1) Customer Acquisition 2) Last mile provisioning 3) Customer services, network support. 1. 1.1 1.1.1 1.1.2 The Channel Partner: The Channel Partner shall: be liable to pay all the taxes as may be applicable and payable in respect of the subject matter of this Agreement and any statutory increase in respect thereof. use / install a suitable, interface approved EPABX and provide direct inward dialing service through EPABX and shall be solely responsible for operation and maintenance of all such equipments, connectivity, cable (DID Network) etc. The responsibility of Channel Partner to operate and maintain DID Network shall start from MDF. be solely responsible for providing services to extension users including installation, bills generation, distribution and collection, complaints resolution, faults repairs etc. provide the infrastructure and manpower required to provide above referred services to extension users. use minimum and maximum ports capacity of EPABX as per applicable guidelines/laws/regulations. allow inspection of EPABX premises and DID Network by TTL subject to prior intimation. not provide terminating free category to any extension users or any other person and shall always ensure that there is no software available in DID Network / Channel Partners system for providing such service. Failure of Channel Partner to strictly
1.1.3
1.1.4 1.1.5 1.1.6 1.1.7
comply with this provision shall allow TTL to levy penalty, at its sole discretion, on Channel Partner and the Channel Partner shall make the payment of such penalty without any delay. 1.1.8 1.1.9 2 2.1 2.2 conduct its business at all times in strict compliance with all applicable laws, regulations and other Governmental/ Statutory requirements. be responsible for the rent, rates, taxes and other expenses pertaining to the maintenance of the Premises and provision of the services from it.
The Channel Partner shall ensure that it shall not: directly or indirectly, orally or in writing, make or give any guarantees, representations or warrantees, express or implied, on behalf of TTL. engage or do or cause to be done or be a party to any unfair or unethical trade practices or any other business practice with respect to the Service or any illegal or unlawful activities. The Channel Partner shall provide the extensions from EPABX within the multi storey building or in the adjoining multi storey buildings covering maximum a maximum distance as permissible under applicable laws/regulations/guidelines from the location of EPABX. In case any service such as trunk calls through manual trunk exchange, for national and international calls booked directly by extension users, TTL shall raise a monthly bill on the Channel Partner and Channel Partner shall make the payment of such bill and may recover it subsequently from the individual extension user.
2.3
2.4
3. Responsibilities of TTL Other than mentioned in the Agreement, TTL shall be responsible: 3.1 To provide and lie down PRI line to EPBX equipment of the CP. It is agreed and understood by and between the Parties that all cables/wires/equipments installed by TTL shall remain sole property of TTL and the Franchisee shall not have and/or claim any right (including right of lien) on or over the said equipments. 3.2 To assign a representative of contact in TTL to assist the CP for resolving problems, to support the CPs Service efforts or to provide the CP with information pertinent to the Service or other information that TTL would deem necessary/ important. 4. Results of termination 4.1 Following shall be results of termination other than results of termination mentioned in the Clause 15 of the Agreement: a. Channel Partner shall:
i. immediately discontinue the operation of Channel Partner and the use of any TTL System including without limitation, the Marks and any other thing whatsoever associating the Channel Partner with TTL. ii. Immediately stop offering TTL services to new customers. New acquisition will not be done by the CP on post terminations. iii. immediately handover to TTL all stocks of handsets/equipment, coupons, vouchers and any and all other TTL property and all copies (in whatever form) of all details, data and information including accounts, addresses and names of all the Customers/ Subscribers which are then in the possession of the Channel Partner . iv. Continue the provision of the services of last mile to the existing customer as per the exit and survival policy applicable in this regard. b. Subject to terms and conditions, CP shall be entitled to claim the reimbursement of expenses permitted by TTL for maintenance of its last mile network connected to the existing customers. c. Other than above TTL shall not be responsible for any payment to CP for any reason whatsoever. d. All the terms and conditions of this Agreement shall be adhered by the CP during post termination period till the time customers are catered by TTL. e. CP shall not engaged himself directly or indirectly any illegal activities which would result into churn of the existing customers from the TTLs Network.
SCHEDULE - B CONSIDERATION, CLAWBACK AND CHARGEBACK The Commission, Clawback and Chargeback Structure for various periods shall be intimated to the Channel Partner from time to time and shall be revised at the sole discretion of TTML based on market / commercial requirements. The Channel Partner agrees that the Commission, Clawback and Chargeback Structure for various periods intimated to the Channel Partner by TTML shall be binding on it and shall not dispute the same for any reason whatsoever.
SCHEDULE C PROFORMA FOR INDEMNITY FOR DOT COMPLIANCES (This is to be printed by CP on Rs. 200 stamp paper /Franking and notarized by the public Notary) From [Channel Partners name and address] _________________________________ _________________________________ To Tata Teleservices (Maharashtra) Limited ___________________ ____________________ As a channel partner of Tata Teleservices (Maharashtra) Limited (TTML) we understand that we are responsible to ensure that any sale made by us or any retailer selling TTML connections on our behalf shall be strictly as per the specified process (as per letter from Ministry of Communications and Information Technology, Department of Telecommunication dated 22-November-2006). Violation of this condition can lead to not only termination of our relationship but also civil or criminal action as may be initiated against us by TTML and/or statutory authorities. We understand that as per provisions of the Agreement dated ____________ executed between us, we are liable to indemnify TTML from and against any costs, losses and damages incurred or suffered by TTML as a result of violations of the directions issued by TTML. Accordingly, we are responsible for our retailers acts of commissions and omissions. Accordingly we hereby (a) Declare and confirm that in any proceedings initiated by or against TTML, we shall not dispute that we were entrusted with the responsibility of checking bonafide and identity of prospective subscribers and TTML had relied fully upon our assurance and promise to take utmost care and precautions in these matters. (b) Indemnify TTML, its directors and its employees (Indemnified Parties) from and against any and all losses and costs suffered or incurred by the Indemnified Parties (including as a result of demands for penalties, liquidated damages of other payments etc. made by statutory authorities and legal costs) as a result of failure on the part of us or the retailer/s appointed by us, to adhere to the above referred stipulations. [Channel Partner] Place: Date:
SCHEDULE D (TTML Letterhead) Amendment of Consideration / Policy Document/ Others To Channel Partner Sub: Channel Partner Agreement No_________________dated_________________ Amendment of ______________________________ Pursuant to clause 3.2 and other provisions of the aforesaid Agreement, please be informed that the Consideration / Clawback / Chargeback structure stands amended / modified with effect from ________________and accordingly please find enclosed the document in relation to such amendment/modification of the Consideration / Clawback / Chargeback. As per the provisions of the Agreement, in case of any disagreement, the Channel Partner shall express its disagreement to TTML within seven days of receipt of this communication, failing which this amendment/modification shall come into force and be binding. No communication or representation from the Channel Partner after expiry of five days shall be entertained. For TATA TELESERVICES (MAHARASHTRA) LIMITED
Authorised Signatory
Encl Document: ___________________
SCHEDULE - E PROFORMA FOR NO DEMAND CERTIFICATE BY CHANNEL PARTNER (To be submitted by Channel Partner to TTML before receipt of full and final payment) Name of the Document: Agreement No: Dated: Name of Channel Partner: Code No: We, M/s.____________________________________________ (Channel Partner) do hereby acknowledge and confirm that we have received the full and final payment due and payable to us from Tata Teleservices (Maharashtra) Limited (TTML), in respect of our aforesaid Agreement No ________________dated________________ including amendments, if any, issued by TTML to our entire satisfaction and we further confirm that we have no claim whatsoever pending with TTML under the said Agreement. Notwithstanding any protest recorded by us in any correspondence, documents, measurement books and / or final bills etc., we waive all our rights in respect thereof and undertake not to lodge any claim or protest in future under said Agreement. We are issuing this NO DEMAND CERTIFICATE in favour of TTML, with full knowledge and with our free consent without any undue influence, misrepresentation, coercion etc. Dated Place Signature Name Designation
(Company Seal)
SCHEDULE F Safety Compliance Declaration: To be filled up and sent by email every three months Tata Teleservices (Maharashtra) Limited D-26, TTC Industrial Area , MIDC, Sanpada, New Mumbai 400 703 Dear Sir , Sub : Safety Compliance Declaration Ref : Our Agreement dated ____________ We do hereby solemnly declare that we have adopted and implemented all such safety practices and measures that are relevant to our operations under this Agreement as per the industry standards. In addition, we have strictly observed and complied with all applicable safety laws, rules and regulations, safety standards & measures, accident prevention programs as required under the applicable laws and/or as stipulated by TTML from time to time. Further we have ensured that our employees, agents and sub-contractors have complied with such safety practices and measures in performing their obligations in connection with the Agreement and are responsible for providing constant and adequate supervision of the workplace to ensure compliance of all the applicable laws and regulations in relation to health, safety and security of employees and for taking all practical steps to prevent any accidents. We acknowledge that any liability arising on account of any non-compliance of the aforesaid safety practices and measures shall be to our own account. We are giving below the data required by your company as a support document of the Safety Declaration. Authorized Signatory Name of Company/Organization Address : Street Locality City / Town State / PIN Name of person filling up the Declaration Date when filled up Period valid for
Start Month & Year
End Month & Year
Note: All your responses should be for the period of the Report only. Thank you for filling up this form. Please send the filled up form every three months to: ___________@tatatel.co.in Item Your Response Does your organization have a safety Policy. When was it last updated? Name and designation of your Chief Officer in charge of safety Is your organization certified to any system standards (like ISO or BS etc) in safety or other areas? Does your organization measure Safety incidents? How many fatal accidents were recorded? How many minor incidents of safety were reported? Does your organization have a mechanism and processes to address safety issues? For how many years? Does your organization have a reward and recognition system for safety? Has your organization won any awards or recognition for safety? What is your organizations budget for safety related activities? How often does your top management review safety performance? How many persons are trained in safety in your organization? Additional Remarks
APPENDIX 1 TATA CODE OF CONDUCT National Interest The Tata Group is committed to benefit the economic development of the countries in which it operates. No Tata Company shall undertake any project or activity to the detriment of the wider interests of the communities in which it operates. A Tata Companys management practices and business conduct must benefit the country, localities and communities served to the extent possible and affordable, and shall be in accordance with the laws and economic development policies of the government of each country. A Tata Company, in the course of its international business activities, shall respect the culture, customs and traditions of each country and region in which it operates. It shall conform to international trade procedures, including licensing, documentation, and other necessary formalities as applicable Financial Reporting and Records A Tata Company shall prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the company conducts its business affairs. Internal accounting and audit procedures shall reflect, fairly and accurately, all of the companys business transactions and disposition of assets, and shall have internal controls to provide assurance to the Companys Board and shareholders that the transactions are accurate and legitimate. All required information shall be accessible to company auditors and other authorised parties and government agencies. There shall be no willful omissions of any company transactions from the books and records, no advance income recognition and no hidden bank account and funds. Any willful, material misrepresentation of and / or misinformation on the financial accounts and reports shall be regarded as a violation of the Code apart from inviting appropriate civil or criminal action under the relevant laws. No employee shall make, authorise or collude in an improper payment, commission or bribe. Competition A Tata Company shall fully support the development and operation of competitive open markets and shall promote the liberalisation of trade and investment in each country and market it operates in. Specifically, a Tata Company shall not engage in restrictive trade practices and activities that generate or support the formation of monopolies, dominant market positions, cartels and similar unfair trade practices.
A Tata Company shall market its products and services on its own merits and shall not make unfair and misleading statements about competitors products and services. Any collection of competitive information shall be made only in the normal course of business and shall be obtained only through legally permitted sources and means. Equal-Opportunities Employer A Tata Company shall provide equal opportunities to all its employees and all qualified applicants for employment without regard to their race, caste, religion, colour, ancestry, marital status, sex, age, nationality, disability and veteran status. Human Resource policies should promote diversity and equity in the workplace, as well as comply with all labour laws and international best practices. Employees of a Tata Company shall be treated with dignity and in accordance with the Tata policy to maintain a work environment free of sexual harassment, whether physical, verbal or psychological. Employee policies and practices shall be administered in a manner that would ensure that in all matters equal opportunity is provided to those eligible and the decisions are meritbased. Gifts and Donations A Tata Company and its employees shall neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations, or comparable benefits, which are intended to or perceived to obtain business or un-competitive favours for the conduct of its business and shall participate in efforts to eliminate such forms of bribery, fraud and corruption. However, a Tata Company and its employees may accept and offer nominal gifts which are customarily given and are of commemorative nature for special events. Government Agencies A Tata Company and its employees shall not offer or give any company funds or property as donation to any government agencies or their representatives, directly or through intermediaries, in order to obtain any favourable performance of official duties. A Tata Company shall comply with government procurement regulations, and shall be transparent in all its dealings with government agencies as applicable. Political Non-Alignment A Tata Company shall be committed to and support functioning democratic constitutions and systems with transparent and fair electoral systems. A Tata Company shall not support directly or indirectly any specific political party or candidate for political office. The Companys conduct shall preclude any activity that could be interpreted as mutual dependence / favour with any political body and shall not offer or give any company funds or property as donations, directly or indirectly, to any specific political party, candidate or campaign. Health, Safety and Environment A Tata Company shall strive to provide a safe, healthy and ergonomic working environment for its people. It shall comply with all health, safety and environmental
regulations in each jurisdiction, in which it operates. A Tata Company shall be committed to best practice in minimizing its impact on the environment, prevent the wasteful use of natural resources, and properly and safely control any hazardous aspects of its business. A Tata Company shall have policies and processes in place to address issues of safety, health and environment, and shall also have a disaster management system to address any natural calamities or business contingencies that may arise. A Tata Company, in the process of production and sale of its products and services, shall strive for economic, social and environmental sustainability. Quality of Products and Services A Tata Company shall be committed to supply goods and services of the highest quality standards backed by efficient after-sales service consistent with the requirements of customers to ensure their total satisfaction. The quality standards of the Companys goods and services should meet the required national standards and the Company should endeavour to become world-class. A Tata Company shall illustrate adequate labels, caveats and other necessary health and safety information on its product packaging. Corporate Citizenship A Tata Company shall be committed to be a good corporate citizen not only in compliance with all relevant laws and regulations but also by actively assisting in the improvement of the quality of life of the people in the communities, in which it operates with the objective of making them self reliant. Such social responsibility would comprise, to initiate and support community initiatives in the field of community health and family welfare, water management, vocational training, education and literacy and encourage application of modern scientific and managerial techniques and expertise. This will be reviewed periodically in consonance with national and regional priorities. The Company would also not treat these activities as optional but would strive to incorporate them as an integral part of its business plan. The Company would also encourage volunteering amongst its employees and collaboration with community groups. Tata Companies are encouraged to develop social accounting systems, carry out social audit of their operations, and support public policies that promote social and economic development. Cooperation of Tata Companies A Tata Company shall cooperate with other Tata Companies by sharing knowledge, physical, human and management resources as long as this does not adversely affect its business interests and shareholder value. In the procurement of products and services, a Tata Company shall give preference to another Tata Company, as long as it can provide these on competitive terms, relative to third parties.
Public Representation of the Company and the Group The Tata Group honors the information requirements of the public and its stakeholders. In all its public appearance with respect to disclosing company and business information to public constituencies such as the media, the financial community, employees and shareholders, a Tata Company or the Tata Group shall be represented only by specifically authorised directors and employees. It will be the sole responsibility of these authorised representatives to disclose information on the Company. Third Party Representation Parties which have business dealings with the Tata Group but are not members of the Group such as consultants, agents, sales representatives, distributors, contractors, suppliers, etc shall not be authorised to represent a Tata Company, if their business conduct and ethics are known to be inconsistent with the Tata Code. The third parties are expected to abide by the Code in their interaction with the company. Use of the Tata Brand The use of the Tata name and trademark owned by Tata Sons shall be governed by manuals, codes and agreements to be issued by Tata Sons. The use of the Tata Brand is defined in and regulated by the Tata Brand Equity and Business Promotion Agreement. No third party is expected to use the Tata brand to further its interests without specific authorisation. Group Policies A Tata Company shall recommend to its Board of Directors the adoption of policies and guidelines periodically formulated by Tata Sons. Shareholders A Tata Company shall be committed to enhance shareholder value and comply with all regulations and laws that govern shareholders rights. The Board of Directors of a Tata Company shall duly and fairly inform its shareholders about all relevant aspects of the Companys business and disclose such information, in accordance with the respective regulations and agreements. Ethical Conduct Every employee of a Tata Company, which shall include whole-time directors and the chief executive, shall deal on behalf of the Company with professionalism, honesty, integrity as well as high moral and ethical standards. Such conduct shall be fair and transparent and be perceived to be as such by third parties. Every employee of a Tata Company shall preserve the human rights of every individual and shall strive to honour commitments. Every employee shall be responsible for the implementation of and compliance with
the Code in his / her professional environment. Failure to adhere to the Code could attract the most severe consequences including termination of employment. Regulatory Compliance Every employee of a Tata Company, in his / her business conduct, shall comply with all applicable laws and regulations, both in letter and in spirit, in all territories in which he or she operates. If the ethical and professional standards set out in the applicable laws and regulations fall short of the Code, then the standards of the Code shall prevail. Concurrent Employment An employee of a Tata Company shall not, without the prior approval of the chief executive of the Company accept employment or a position of responsibility (such as a consultant or a director) with any other company, nor provide free-lance services to anyone. In the case of a whole-time director or the chief executive such prior approval must be obtained from the Board of Directors of the Company. Conflict of Interest An employee or director of a Tata Company shall not accept a position of power / responsibility / board nomination in any other non Tata Company or not-for-profit organisation. The above will not apply to . Nominations to the Boards of Tata Companies, joint ventures or associate companies . Memberships / positions of responsibility in professional bodies wherein such association will benefit the employee / Tata Company. . Nominations / memberships in Government committees / bodies or organisations. . Exceptional circumstances as determined by the competent authority. Competent authority in case of an employee shall be the chief executive who in turn shall report all such exceptional cases to the Board of Directors on a quarterly basis. In case of the chief executive and directors, the Group Corporate Centre shall be the competent authority. An employee of a Tata Company shall not engage in any business, relationship or activity which might detrimentally conflict with the interest of his / her Company or the Group. A conflict of interest, actual or potential, may arise where, directly or indirectly,(a) an employee of a Tata Company engages in a business, relationship or activity with anyone who is party to a transaction with his / her Company,(b) an employee is in a position to derive a personal benefit or a benefit to any of his / her relatives by making or influencing decisions relating to any transaction, and (c) an independent judgment of the Companys or Groups best interest cannot be exercised. The main areas of such actual or potential conflicts of interest would include the following: Financial interest of an employee of a Tata Company or his / her relatives including the holding of an investment in the subscribed share capital of any company or a share in any
firm which is an actual or potential competitor, supplier, customer, distributor, joint venture or other alliance partner of the Tata company. (The ownership of up to 1 per cent of the subscribed share capital of a publicly held company shall not ordinarily constitute a financial interest for this purpose.) An employee of a Tata Company conducting business on behalf of his / her Company or being in a position to influence a decision with regard to his / her Companys business with a supplier or customer of which his / her relative is a principal officer or representative resulting in a benefit to him / her or his / her relative Award of benefits such as increase in salary or other remuneration, posting, promotion or recruitment of a relative of an employee of a Tata Company where such an individual is in a position to influence the decision with regard to such benefits. Acceptance of gifts, donations, hospitality and / or entertainment beyond the customary level from existing or potential suppliers, customers or other third parties which have business dealings with the Company. Notwithstanding that such or other instances of conflict of interest exist due to any historical reasons, adequate and full disclosure by the interested employees should be made to the companys management. It is also incumbent upon every employee to make a full disclosure of any interest which the employee or the employees immediate family, which would include parents, spouse and children, may have in a company or firm which is a supplier, customer, distributor of or has other business dealings with his / her Company. Every employee who is required to make a disclosure as mentioned above shall do so, in writing, to his / her immediate superior who shall forward the information along with his / her comments to the person designated for this purpose by the chief executive and / or the Board of Directors / executive committee appointed by the Board and, upon a decision being taken in the matter, the employee concerned will be required to take necessary action as advised to resolve / avoid the conflict. If an employee fails to make a disclosure as required therein and the management of its own accord becomes aware of an instance of conflict of interest that ought to have been disclosed by the employee, the management would take a serious view of the matter and consider suitable disciplinary action against the employee. Securities Transactions and Confidential Information An employee of a Tata Company and his / her immediate family shall not derive any benefit or assist others to derive any benefit from the access to and possession of information about the company, Group or client which is not in the public domain and thus constitutes insider information. An employee of a Tata Company shall not use or proliferate information which is not available to the investing public and therefore constitutes insider information for making or giving advice on investment decisions on the securities of the respective Tata Company
on which such insider information has been obtained. Such insider information might include the following: . Acquisition and divestiture of businesses or business units . Financial information such as profits, earnings and dividends . Announcement of new product introductions or developments . Asset revaluations . Investment decisions / plans . Restructuring plans . Major supply and delivery agreements . Raising finances An employee of a Tata Company shall also respect and observe the confidentiality of information pertaining to other companies, their patents, intellectual property rights, trademarks and inventions; and strictly observe a practice of non-disclosure. Protecting Company Assets The assets of a Tata Company should not be misused but employed primarily for the purpose of conducting the business for which they are duly authorised. These include tangible assets such as equipment and machinery, systems, facilities, materials, resources as well as intangible assets such as information technology and systems, proprietary information, intellectual property rights, relationships with customers and suppliers, etc. Citizenship An employee of a Tata Company shall in his / her private life be free to pursue an active role in civic or political affairs as long as it does not adversely affect the business or interests of the Company or the Group. Integrity of Data Furnished Every employee of a Tata Company shall ensure at all times, the integrity of data or information furnished by him to the Company. Reporting Concerns Every employee of a Tata Company shall promptly report to the Management when she / he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in Companys interest, which could affect the business or reputation of his / her or any other Tata Company. Any employee can make a protected disclosure under the Whistle Blower Policy. The Protected Disclosure should be forwarded under a covering letter which shall bear the identity of the Whistle Blower.
Doc NoTTML/CPA/01
APPENDIX 2 PROFORMA FOR INDEMNIFICATION ON STATUTORY COMPLIANCES (To be filled in by Channel Partner within ten days of issue of execution of Agreement) Name of the Document: Agreement No: Dated: Name of Distributor: Code No: By this confirmation we, ________________________________ (Distributor) are formally bound to M/s. Tata Teleservices (Maharashtra) Limited (TTML) towards any sum which may be imposed, levied or hereinafter recovered by the Provident Fund Organization under the provisions of the Employees of the Provident Fund and Miscellaneous Provisions Act 1952 in respect of employees employed by us. We well and truly bind ourselves and our heirs, executors, administrators and representatives jointly severely and respectively for the above payment only to be paid to TTML. We are making compliance of the Employees Provident Fund and Miscellaneous Provisions Act 1952, have entered into the above written bond for the indemnity to TTML against all losses from the acts or default of Distributor in respect of compliance of the Provident Fund Act. Similarly we hereby confirm that we have complied with all statutory and local laws and nothing is outstanding with regard to Local Sales Tax, Labour Laws, Local Municipal dues, Electricity dues etc. We have entered into the above written bond for the indemnity to TTML against all losses from the acts or default of Distributor in respect of compliance of the Local Sales Tax Laws, Local Laws, Labour Laws, Local Municipal Dues, Electricity dues etc IN WITNESS to the above written indemnity we have here to set our hands, with our free consent. Dated Place Witness Signature Name Designation (Channel Partner Seal)
Tata Teleservices (Maharashtra) Ltd Channel Partner (Page 105)

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TATA TELESERVICES (MAHARASHTRA) LIMITED CHANNEL PARTNER AGREEMENT PREPAID EBS SME POSTPAID Branded Retail EMBU

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(ix) (x) (xi) (xii)

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(vi) (vii) (viii)

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Deposition of Bill Collection 1.1.1.1 NA amount

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The DODO Franchisee shall ensure

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