FRANCHISE AGREEMENT

MUSANZE SHOWROOM
This Franchise Centre Agreement (Agreement h e r e i n a f t e r ) is
executed at Kigali, Rwanda by and b et w e e n :
AIRTEL RWANDA LIMITED, a company incorporated under the laws of
Rwanda, having its registered office at Remera, Airtel Building, P.O Box
4164, Kigali, Rwanda

(hereinafter referred to as the Airtel which

expression shall, unless repugnant to the context, mean and include

its permitted assigns) on the ONE PART
AND
GENMAX LIMITED, a company incorporated under the laws of Rwanda,
having

its

registered

Company

Code

105086141

kigali,

Rwanda.

Represented by Managing Director Alex Mugisha, Tel: 0731000005 Email:

alexmugs@gmail.com (Hereinafter

referred

to

as

Franchisee,

which expression shall unless repugnant to the subject or context mean

and include its successors, assigns, legal heirs and administrators), of
the OTHER PART.
WHEREAS:
A.

AIRTEL is

inter-alia engaged in

the

business of

providing

various telecom services including Mobile Services, Broadband,

Telephone Services and Enterprise Services
B.

For the promotion and marketing

of its Services (as defined

hereinafter) including other related and value added services,

AIRTEL

has desired

to avail the co-operation

of entities for

soliciting and obtaining subscriptions for its Services.

C.

Franchisee has approached AIRTEL and has expressed its keen

desire to be appointed as one of the independent associates of
AIRTEL to undertake the job of promoting and marketing of

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Services of AIRTEL to the potential Customers, to obtain new

subscriptions, under an Agreement with AIRTEL.
D.

Franchisee h a s

also represented t h a t it has the necessary

i n f r a st r u c t u r e , manpower and experience in the above area and

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

On the aforesaid representations made by Franchisee to AIRTEL,

the Parties hereby enter into this Agreement for the agreed
services on the terms and conditions appearing hereinafter.

NOW

THIS

AGREEMENT

WITNESSETH

THE

TERMS

AND

CONDITIONS DETAILED HEREUNDER.

1. INTERPRETATION
1.1. GENERAL
1.1.1.

References made in this Agreement to Clauses and Articles

shall be to the Clauses and Articles of this Agreement.

1.1.2.
Headings in this Agreement are for the convenience of
reference only and shall not govern or affect the construction
o r interpretation o f the text of the clauses of this Agreement.
Any Explanation is to be treated as an integral part of this
Agreement.
1.1.3.
Words importing singular shall include the plural and vice
versa, and the w o r d s i m p o r t i n g

the m a l e g e n d e r s h a l l

a l s o i n c l u d e f o r i t s purpose the female gender and vice

versa.
1.1.4.
The term Party shall refer to AIRTEL and FRANCHISEE
individually, while collectively they shall be referred to as the
Parties.
1.2. DEFINITIONS
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In this Agreement

the following

words will have the meanings

specified below:
a) Agreement

means t h i s a g r e e m e n t

dated

Schedules,

Annexures and Exhibits between the Parties. Including

Forms

shall mean and include the Customer

all i t s

Enrolment

Forms, Airtel Prepaid Enrollment Forms and such other Forms

as may be required for the various

Services

provided

by

AIRTEL from time to time and other Value Added Services

related documents/ enrolment forms of AIRTEL.
b) Services shall mean and include Cellular Mobile Telephone
Services, Broadband
Services

and

such

and

Telephone

other Services,

Services,

Enterprise

as may be provided

by

AIRTEL to the Customers, from time to time.

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

agency

or

authority coming under the jurisdiction of the Territory of

Republic of Rwanda and statutes, rules, regulations, orders and
interpretations

thereof

of

any

state,

municipal,

regional,

environmental or other governmental body instrumentality,

agency, authority, or other body having jurisdiction over the
Parties.
2. SCOPE OF AGREEMENT
2.1. FRANCHISEE shall solicit and obtain subscriptions for the Services
and also market and promote the same on the terms and conditions
contained in this Agreement. In addition FRANCHISEE shall promote
the Value Added Services and such other Services as may be desired
by AIRTEL from time to time.
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2.2. In

addition

FRANCHISEE

shall

also

provide

and

ensure

comprehensive customer services including but not limited to

business

promotion,

retention,

churn

bill,

Collection,

management

cash c o l l e c t i o n s ,

etc. For i t s allocated Customer

Base, detailed Scope of Work of FRANCHISEE is attached as

Exhibit A.
3. TERM
This Agreement

shall be effective from the date upon signature of

the Agreement and shall be valid for a term of Five (5) years with
an optional of renewal unless

earlier terminated

by either

of the

Parties in accordance with the terms of this Agreement.

4. NON-EXCLUSIVITY
It is expressly
any exclusive
Services

understood

that this Agreement

right to FRANCHISEE

nor does

FRANCHISEE.

the

Agreement

AIRTEL expressly

similar arrangements

does not confer

to market and promote the

give

any

reserves

territorial

right

its right to enter

to
into

with other party(ies) to market and promote

the Services and to market the Services directly to the Customers

and end users if considered

appropriate

in terms of business

exigency and market requirements.

5. SHOWROOM
5.1.FRANCHISEE

s p e c i fi c a l l y

understands a n d

acknowledges

t h a t AIRTEL has provided showroom space to the FRANCHISEE,

strictly on a license basis, only till the term of this Agreement or
early termination there of or till desired by AIRTEL for running its
operations at the Licensed Premises.

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5.2.It is also understood

between the Parties that Licensed Premises

has been provided by t he AIRTEL to FRANCHISEE to undertake the

job of promoting and marketing of services of AIRTEL to the potential
Customers, to obtain new subscriptions.
5.3. To

enhance

the

customer

experience

and

for

standardization

purposes, the installation of the infrastructure facilities/ material

(including hardware

and software) at the Licensed premises

as

per

the Infrastructure Specifications shall be as defined in Exhibit B.

5.4.FRANCHISEE agrees to provide all necessary assistance to AIRTEL,
in the event AIRTEL wants any of its representatives s t a t i o n e d at
the Licensed Premises for the collection of cash, cheques or other
instruments or to handle the Customers complaints or for a n y other
reason deemed appropriate by AIRTEL.
6. MAINTENANCE OF SHOWROOM/ LICENSED PREMISES
6.1. It is expressly agreed by FRANCHISEE t h a t the maintenance o f
the show room in the Licensed Premises is the sole responsibility as
indicated in Exhibit C.

6.2. The Licensed Premises shall be maintained as per the upkeep

norms issued by AIRTEL from time to time.

The design and

specification o f showroom shall always be maintained strictly as

recommended by AIRTEL from time to time.
6.3. FRANCHISEE

shall be solely responsible

at its own cost for

obtaining all necessary approvals, sanctions, permissions, licenses

for the operation and maintenance

of the showroom and for the

conduct of its business from any Municipal, Local or Government

Authority/ies or any other statutory body.
6.4. AIRTEL shall not be liable for any loss, pilferage or damage to the
products stored at the Licensed Premises and any loss, damage or
pilferage caused to such items shall be to the sole account of
FRANCHISEE.
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7. PAYMENTS
7.1. All payments to be made by the Parties in terms of this Agreement
shall be by way of cash deposits only, However all the FRANCHISEE
having account in the bank designated by Airtel, will be paid
through electronic banking channels RTGS/NEFT. AIRTEL shall
always have additional right to make any upfront deduction from
the commission and/or incentive payable to FRANCHISEE for any
amount of AIRTEL that is outstanding from FRANCHISEE. The
payments between the Parties shall be governed by Exhibit C.
Commercial Terms, which shall form part of this Agreement. The said
commercial terms are liable to change at the sole discretion of AIRTEL
and any of such changes shall be communicated to FRANCHISEE in
writing.
7.2. All Payments to be made in terms of this Agreement will be subject
to the deduction of tax at source, wherever applicable, as per the
provisions of the applicable law in the Republic of Rwanda from time
to time.
7.3. No other costs, payments and expenses would be borne by AIRTEL
unless specifically mentioned in this Agreement or mutually agreed
in writing in advance.
7.4. All t a x l i a b i l i t i e s

arising i n c o n n e c t i o n

with o r o u t o f t h e

A g r e e m e n t transactions pertaining to FRANCHISEE shall be the

responsibility of FRANCHISEE.
7.5. In addition to the covenants stated hereinabove, AIRTEL shall have
the right at any time and at its own discretion to adjust against
the commission payable to FRANCHISEE,
FRANCHISEE
otherwise

as

to
well

incurred/sustained

AIRTEL either
as all
by

costs,

AIRTEL

under

this

Agreement

charges expenses
and

FRANCHISEE in terms of this Agreement.

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any amount owed by

or

and losses

recoverable

from

8. TAXES
All

tax

liabilities

arising

transactions pertaining
of

in

connection

to FRANCHISEE

with

the

Agreement

shall be the responsibility

FRANCHISEE. However, nothing contained herein shall prevent

AIRTEL from deducting tax at source as required by law from the

payments due to FRANCHISEE.
9. RELATIONSHIP
9.1. This Agreement is on a Principal-to-Principal basis and does not
create any employee-employer relationship between the Par ties.
FRANCHISEE, its employees, agents and representatives shall provide
services as independent entity and nothing contained herein shall be
deemed to create any partnership, joint venture between the Parties
or a merger of their assets or their fiscal or other liabilities or
undertakings or create any employment or relationship of principal
and

agent

between

AIRTEL

and

FRANCHISEE

and/or

its

representatives, employees and agents. At no time shall FRANCHISEE

represent to any third party that the scope of its association with
AIRTEL extends beyond the scope of this Agreement. Persons
employed by FRANCHISEE will be under the sole and exclusive
direction and control of FRANCHISEE and shall not be considered
employees of AIRTEL for any purpose.
9.2. FRANCHISEE shall employ and issue its own identity cards to its
employees for carrying out its obligations under the Agreement.
Persons so employed shall have no claim either for employment or
for any money against AIRTEL. All contractual
payments,

and statutory

including wages and salaries to the employees

FRANCHISEE

shall

be the sole liability

and responsibility

of
of

FRANCHISEE, however AIRTEL shall contribute 50% of employees

salaries thus it shall have the right to prescribe
respect

to

the

salaries

to

be

given

guidelines with

to

FRANCHISEE

employees. FRANCHISEE shall not employ any person to carry out

its obligations

under this Agreement without giving a letter of

appointment in writing and FRANCHISEE

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shall

be solely

liable

and responsible for all claims of its employees.

10.

AUDIT

10.1. During the term of this Agreement,

and for a period of six

months thereafter, AIRTEL, at its sole expense reserves the right to

audit, inspect, and make copies or extracts of relevant financial
statements,

systems

and processes and records (Documents)

associated with FRANCHISEEs performance

under this Agreement.

The scope of this audit will be limited to transactions

of or in connection
may c o n d u c t

arising

with the terms of this Agreement.

audit e i t h e r

directly

out

AIRTEL

or t h r o u g h

its

consultants or agents (Auditor) during the normal business hours of

FRANCHISEE.

However

unless FRANCHISEE

no

such

Audit

shall

be

conducted

has been given advance intimation in this

regard.
10.2. AIRTEL

or

any

Auditor

unrestricted

access to

electronically

or otherwise

call

for

Documents

appointed

all

and

by

Documents

AIRTEL,
whether

shall

have

maintained

including but not limited to the right to

explanations

from

the employees

of

FRANCHISEE, as it may think necessary for performance of its duties

as an Auditor. FRANCHISEE s h a l l always cooperate and assist with
AIRTEL

and its Auditor

and provide

all Documents and

other

relevant data and information, as and when required, for conducting

audit including not limited to investigate any allegations/ instances of
fraud.
10.3. AIRTEL shall always ensure confidentiality of the Documents and
findings of the audits, however if required, AIRTEL may share the
relevant audit observations with its statutory Auditors, any internal
committee of AIRTEL including but not limited to the Audit Committee
of the Board of Directors of AIRTEL or any other Governmental/
Statutory/ Judicial/ Quasi-Judicial body (ies).
10.4. In

the

event

the

audit

findings

relate,

to

overcharging,

misrepresentations, unethical practice, fraud or breach of terms and

8 | Page

conditions of the agreement, AIRTEL shall have all or any of the rights
stated herein against FRANCHISEE (a) to recover the overcharged
amount; (b) to suspend/stop all the outstanding/future payments; (c)
to terminate the agreement forthwith without prejudice to other rights
under law and contract
11.

CODE OF CONDUCT

11.1.

P a r t i e s agree to conduct all their dealings with the other

Party, its management, employees and other business associates, in a

very ethical manner. This includes billing for only the Services
provided and seeking to be compensated f a i r l y as per the business
ar rangements a n d not in any other unfair manner.
11.2. AIRTEL,

in

employees

its

Code

of

from demanding/

Conduct
accepting

strictly
or

prohibits

payment

of

its
illegal

gratification in the form of bribes or kickbacks either in cash or

in kind in the course of all their dealings with outside parties. This
is to ensure there is no conflict of interest in their dealings w i t h
AIRTELs bu si n e s s a s s o c i a te s .

FRANCHISEE a g r e e s that it shall

always comply with the AIRTELs Code of Conduct.

11.3. AIRTEL
giving

expects

and

or attempting

kickbacks

to

any

of

requires
to

pay

FRANCHISEE
illegal

to refrain

gratification/

from

bribes/

its employee. Any attempts to provide such

personal gratification to AIRTELs employee will be viewed in a very

serious manner and where there is confirmation of such instances, it
may lead to:
a. Cessation of all business dealings with FRANCHISEE;
b. Blacklisting FRANCHISEE and its associates for any future
business;
c. Levy of a financial penalty;
d. Reporting of matter to law enforcement agencies;
e. Appropriate legal action, where necessary
11.4. FRANCHISEE

will provide all possible assistance to investigate

any possible instances of Unethical behavior or Code of Conduct

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violations by an employee of AIRTEL.

11.5. FRANCHISEE

will

disclose

forthwith

any

breach

of

the

AIRTELs Code of Conduct, in writing that comes to its knowledge.

11.6. FRANCHISEE undertakes to confirm its compliance to Ethical
dealings on an annual basis, by signing a certificate to the effect that
it has complied with AIRTELs Code of Conduct in all dealings with
AIRTEL.
12.

STATUTORY COMPLIANCES

12.1. FRANCHISEE shall be entirely responsible for the deployment of

necessary resources, e q u i p m e n t s a n d facilities et c.
t hat its obligations under
delivered,
shall
welfare

only,

comply

through
with

all

this

Agreement

its employees.

And ensure

are

Further,

rendered/
FRANCHISEE

applicable legislations including labor

legislations and statutes as applicable from time to time in

the Republic of Rwanda , AIRTEL shall not be liable in any manner

whatsoever for any non-compliance on part of FRANCHISEE of the
applicable

laws and in the event

whatsoever nature
strictly

arising

thereof,

of any adverse
the entire

burden

claim

of

shall

be

borne by FRANCHISEE.

12.2. FRANCHISEE s h a l l maintain a l l requisite r e c o r d s , register s a nd

books of accounts etc. which are obligatory under any applicable law to
the works and business of AIRTEL and shall provide such information
as may be required under any law to any authority.
13.

REPRESENTATIONS & WARRANTIES

13.1. Each of the Parties represents and warrants in relation to itself to

the other that:
a. It has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement and
has been fully authorized by all requisite corporate actions to do
so;
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b. It has all necessary st atutor y and regulatory per missions ,

a p p r o v a l s and permits for the running and operation of its
establishment for the conduct of its business, more particularly
for the Services as provided for in this Agreement.
c. It

has

full

right,

title

and

interest

in

and

to

all

trade

names, Trademarks, service marks, logos symbols and other

proprietary marks (collectively IPR) including limited right of use
of those owned by any of its vendors, affiliates or subcontractors)
which if it provides to other party, for use related to the Services,
will not infringe the marks of any third party.
d. It will provide

such cooperation as other party reasonably

requests in order to give full effect to the provisions of this

Agreement.
e. The execution and performance

of this Agreement by either

of the Parties does not and shall not violate any provision of
any existing Agreement with any Party.
13.2. FRANCHISEE further represents and covenants as follows:
a. It has the requisite experience, expertise, manpower, mobility
and communication

modes required to efficiently

perform and

conduct the Services for AIRTEL.

b. It will perform its obligations under this Agreement in compliance
with all applicable and enforceable laws, ordinances and regulations
and will obtain and maintain in full force and effect, any permits,
licenses, consents, approvals and authorizations necessar y for the
performance of its obligations hereunder.
c. It will perform its obligations with requisite care and skill and as
per, the specifications a s prescribed in Exhibit A or as may be
given by AIRTEL from time to time and in the absence of the same
as per the industry standards.
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d. During the Term, AIRTEL shall have the right to access and
use software and materials provided by FRANCHISEE and provide
AIRTEL the right to access and use FRANCHISEEs materials in
such

manner

for

AIRTEL

to

receive

the

deliverable

of

FRANCHISEE under this Agreement.

e. It undertakes t hat the employees who are engaged in providing
the Services to AIRTEL will not be engaged in any manner
whatsoever in providing Services of a similar nature to a competitor
of AIRTEL.

14.

NO IMPLIED WARRANTY

Except

as provided

and Warranties),

in this

Section

13

above

(Representations

there are no express warranties, representations,

undertakings or conditions (statutory or otherwise) and there are no

implied warranties, representations,
(statutory

or

undertakings,

or

conditions

otherwise) including the implied warranties of

merchantability and fitness for a particular purpose in this Agreement,

whether the same is identified as confidential or not.
15.

INDEMNIFICATION

15.1. FRANCHISEE hereby indemnifies, hold harmless and undertakes to

defend AIRTEL, its Affiliates and their respective employees, officers and
directors against any claim by a third party, including Statutory
Authority/s, but not limited to damages, costs, expenses as a result of
such claim with regard to:
a . T h e extent that Services provided to AIRTEL by FRANCHISEE
under this agreement infringes any third partys Intellectual
Property Rights;
b . Ta xe s /charges/cess/levies
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(interest

or

penalties

assessed

thereon) against AIRTEL that are obligations of FRANCHISEE

pursuant to this Agreement;
c. Any damages for bodily injury (including death) and damage
to real property and tangible personal property caused by
FRANCHISEE;
d. Any claim or action by or on behalf of FRANCHISEEs personnel
based on his or her employment with FRANCHISEE, including
claims arising under occupational
compensation,

provident

health and safety, workers

fund or other applicable laws or

regulations;
e. Claims b y gover nment

regulators

fi n e s , p e n a l t i e s , sanctions
from

or

comply

in

connection

with

its

or

or a g e n c i e s

other

remedies

for

arising

with FRANCHISEEs failure to

regulatory

legal

requirements

and

compliances;
f. Any claim on account of breach of confidentiality a n d security
of data occurring
commission

as

result

of

acts

of

omissions

or

of FRANCHISEEs employees or sub-contractors.

g . A n y claim occurring on account of misconduct, ne g l ige n c e or

wrongful
Acts

of

omission

and

commission

of

employees

of

FRANCHISEE, and/or its subcontractors;

h. Any claim occurring

on account of misuse or negligent

application, misuse of systems, failure to follow established

procedure

by

FRANCHISEEs

and/or

Sub-contractors

employees.
15.2. FRANCHISEE,
undertake

its

Partners/Directors

hereby

unequivocally

to jointly and severally indemnify, defend and agree to

hold harmless AIRTEL including each and all Promoters, Directors,

Officers, Employees
liabilities,
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punitive

of AIRTEL against
measures,

each

and

all

penalties, damages,

losses,
claims,

actions,

proceedings,

attorneys

fees

and

cost

and

expenses,

disbursements

in

including reasonable

connection

therewith,

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

from or payable

on account

of the FRANCHISEE failing to comply

with the provisions relating to Customer

clarified

verification. It is further

and agreed that any present or subsequent

directions,

whether it forms part of this Agreement or not, shall be deemed

to be a part of this Agreement and shall be fully complied with by
FRANCHISEE.
15.3. FRANCHISEE shall
indemnified

at

all

times

indemnify

and

keep

AIRTEL against any/ all claims of/ by its employees

raised on AIRTEL including but not restricted to the claims under

non-compliance of any applicable labor welfare legislations as may
be in force in the Republic of Rwanda from time to time.
15.4. It

is

agreed

and

understood

by

FRANCHISEE

that

the

computer
system/software/ hardware

of AIRTEL to which it has an

access to, is very crucial to AIRTEL and any improper

use

thereof, intentionally or otherwise, shall result in huge losses to

AIRTEL. In the event AIRTEL suffers any loss or damage due to
such

unauthorized

or

improper

use

and/or

negligence,

FRANCHISEE undertakes to indemnify AIRTEL fully with respect

thereto.
16.

CONFIDENTIALITY

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

related data and information, proprietary data and databases, all trade
secrets, know how licenses, know how formulae and processes shall be
deemed to be confidential for the purposes of this Agreement, whether
the same is identified as confidential or not.
16.2. FRANCHISEE

will

keep

confidential

all

data

provided

by

AIRTEL and resultant data generated by FRANCHISEE relating to the

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

FRANCHISEE shall keep confidential and use only for

purposes of this Agreement:

(i) all information

communicated

to

it by AIRTEL whether before or after the Effective Date; (ii) all

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

and the Parties'

rights

and obligations

under

this

Agreement.

FRANCHISEE shall use the same means as it uses to

protect its own confidential information, but in no event less than

reasonable means, to prevent the
confidentiality t h e r e o f .

disclosure and

to protect the

No such information will be disclosed to

third parties by FRANCHISEE without the prior written consent of

AIRTEL except as provided in this section.
16.3. Notwithstanding

the other provisions of this paragraph, neither

Party shall be prevented from disclosing confidential information: (i)

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

with the Parties

prior written approval or (iv) to the

recipient Partys attorney, auditors, insurers, subcontractors

and

employees who have a need to access such confidential information

in

connection

with

their

employment

(or

engagement,

if

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

legal process, whether

issued by a court or administrative

or

regulatory body. If confidential information is required to be disclosed

pursuant to a requirement of a legal process, the Party required to
disclose the confidential information, to the extent possible, shall
provide the other Party with timely prior notice of such requirement
and shall coordinate with such other Party in an effort to limit the
nature and scope of such required disclosure.
16.4. At the expiration
reasons

or termination

of this Agreement,

as provided for in the Agreement,

confidential

all such documented

information (and all copies thereof whether in the

documented form or disc or in any other media)

owned by a Party

(Requesting Party hereinafter) will be returned immediately

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for any

to the

Requesting

Party or will be destroyed,

with written certification

thereof being given to the Requesting Party, provided that each party
may retain, in the sole custody of its Legal Counsels Office, certain
categories

of confidential

Party and which

compliance
financial

are

with
or

information

identified

reasonably

necessary

this Agreement

operational

or

to the Requesting
to

otherwise

substantiate
required

for

auditing purposes. Any residual retention

will remain subject to the confidentiality obligations u n d e r this

Agreement.

When such retained i n fo r m a t i o n i s no longer

reasonably required, it shall be returned to the Requesting Party or

will be destroyed, with written certification thereof to the Requesting
Party.
16.5. The contents of this Agreement s h a l l be deemed to be confidential.
This clause shall survive for a period of 5 years from the date of
termination and earlier determination of this Agreement.
17.

INTELLECTUAL PROPERTY RIGHTS

17.1. Except as provided for in this Agreement, FRANCHISEE shall not

acquire any right to use, and shall not use without AIRTELs prior
written permission in each instance, the names, characters, artwork,
designs, trade names, trademarks, or service marks or any other
intellectual property rights of AIRTEL (collectively IPR hereinafter), in
any manner whatsoever.
17.2. FRANCHISEE accepts for all purposes that any IPR affixed or
used

by AIRTEL

whether

or by any of AIRTELs

registered

or not, constitute

AIRTEL or its affiliated

affiliated

the exclusive

companies,
property

of

companies and cannot be used except in

connection with the promotion of the services of AIRTEL and without

the prior

written

consent

of AIRTEL.

FRANCHISEE shall not

contest, at any time, the right of AIRTEL or its affiliated companies to

any IPR used or claimed by AIRTEL.
17.3. During
authorized
16 | P a g e

the
to

term
use

of

this

AIRTELs

Agreement,
IPR

only

FRANCHISEE
in

connection

is
with

FRANCHISEEs

commitments

as

set

out in

this

Agreement.

FRANCHISEEs u s e of such IPR shall be in accordance with the

guidelines issued by AIRTEL. Nothing herein shall give FRANCHISEE
any interest in such IPR.
Agreement, howsoever
IPR

shall

In the event

caused,

of termination

FRANCHISEEs

right to use such

cease forthwith from the date of termination

Agreement.

FRANCHISEE agrees

of this

not to attach

of this

any additional

trademarks, logos or trade designations to the IPR of AIRTEL.

17.4. Subject

to other terms of this Agreement

and till the term

of this Agreement, FRANCHISEE may identify itself as an Authorized

FRANCHISEE of AIRTEL.

FRANCHISEE further agrees to not to use

the IPR of AIRTEL as part of its corporate or partnership name or

otherwise.
17.5. Subject

to other terms of this Agreement

and till the term

of this Agreement, AIRTEL shall allow FRANCHISEE to use its logo

to be displayed on the signboard to be placed at FRANCHISEEs
outlet(s) and on each memos and/or bills issued by FRANCHISEE
to

the

Customer/s,

identification

by

always however

FRANCHISEE

of

ensuring
being

that

the

the authorized

FRANCHISEE of AIRTEL is evident.

17.6. AIRTEL

reserves

the

right

of

prior

review

and

approval

of

FRANCHISEEs use of AIRTELs IPR and all relevant advertisement

mater ial. FRANCHISEE shall not publish, nor cause to be published,
any advertising, or make any representations

oral or written, which

might confuse, mislead or deceive the public or which are detrimental

to the IPR, name, goodwill and/or reputation of AIRTEL.
17.7. AIRTEL may withdraw the permission for the usage of the IPR
belonging to AIRTEL at any time during the subsistence of this
Agreement
18.

COMPUTER / SYSTEM USE

In the event FRANCHISEE or its employees, agents or representatives are

granted use of AIRTELs computers or computer systems with software,
17 | P a g e

FRANCHISEE agrees not to utilize the computer and / or computer

systems with software except as required to perform services agreed to
hereunder or for any purpose other than for the authorized operation of
existing software, or developing and testing of any new software while
performing the services described herein. In no event shall FRANCHISEE
or its employees, agents, representatives utilize the computers to develop
programs or process data for any entity other than AIRTEL or for any
purpose other than as set out in this Agreement. The usage of
computer/computer system with software for any other purposes other
than what has been authorized by AIRTEL shall constitute material breach
of the terms and conditions of this Agreement and AIRTEL shall have right
to terminate this Agreement forthwith and FRANCHISEE shall not claim
any compensation on account of such termination. FRANCHISEE shall be
entirely responsible/ liable for any losses incurred by AIRTEL due to this
breach.
19.

SOFTWARE

19.1. In relation to any software supplied by AIRTEL to FRANCHISEE

hereunder, FRANCHISEE expressly acknowledges that all Intellectual
Property rights in such software are and shall remain the property
of AIRTEL. Furthermore, FRANCHISEE ag rees that it shall take all
steps necessary to protect these Intellectual Proper ty rights and to
comply with such requirements i n this regard as AIRTEL may from
time to time impose. FRANCHISEE specifically agrees that it shall
not use the software for any purpose other than specified
this Agreement

under

or pass it over to any other party. FRANCHISEE

shall also not try to re-engineer or disassemble such software.

FRANCHISEE shall not duplicate the programs/software to which
AIRTEL

has a copyright.

However,

it is specifically

agreed

by

FRANCHISEE that in case it is required to buy any particular software

for the purpose of fulfilling its obligations under this Agreement,
FRANCHISEE shall solely bear the cost of the same.
19.2. FRANCHISEE agrees
provide limited access
18 | P a g e

that AIRTEL may in its sole discretion;

to

its

software/s,

including

its

billing

software,

to

facilitate FRANCHISEE to discharge its obligations

under the Agreement.

Although, the said software may remain with

FRANCHISEE during the validity of this Agreement, FRANCHISEE

shall not have any copyright on the source code of the said software/s.
Instead, FRANCHISEE shall be deemed to have only a non-exclusive
right t o u s e s u c h A I R T E L p r o p r i e t a r y

materials

for t h e

performance of the Agreement.

19.3. FRANCHISEE r e p r e s e n t that it shall only install such software
on which it has a valid license to use.
19.4. FRANCHISEE shall not use the said computer systems for any
purpose not permitted by AIRTELs code of conduct.
19.5. AIRTEL

reserves

the

right

to

inspect

the

use

of

computer

system/software being used at FRANCHISEEs end without giving any

prior notice thereof
20.

TERMINATION

20.1. This Agreement may be terminated by AIRTEL by giving one

month's notice in writing to FRANCHISEE, without assigning any
reason whatsoever.
20.2. Either party shall have the right to terminate this Agreement
forthwith after giving notice thereof to the other party, in the event of
the following:
a) Insolvency of the other Party or if the audited financial results of
the business of the other party disclose that the total liabilities
of the business of the other party exceed its all assets.
b) If the other party enters into an arrangement or composition with its
creditor(s) or if a Receiver of the other partys property or any part
thereof, is appointed.
c) If a resolution is passed to wind-up the other partys business or if a
19 | P a g e

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

d) Failure of the other party to obtain or maintain any license or the
suspension or revocation of any license necessary for the conduct of
the business of the other party pursuant to this Agreement.
20.3. Notwithstanding

what is stated herein above, AIRTEL shall

have the sole right to terminate

giving

notice

in

this Agreement

writing addressed

to FRANCHISEE

known address, in case (i) the Lease Agreement

FRANCHISEE

for the Licensed

landlord/owner

forthwith

Premised

by

at its last
entered

is terminated

by

by the

of Licensed Premises or; (ii) of happening or

occurrence of events including but not restricted to the following:

a) Prosecution for any criminal offence of the partner/s, director/s,
sole proprietor etc. of FRANCHISEE.
b) Breach of any of the terms or conditions of this Agreement
by FRANCHISEE and such breach is not cured within fifteen
days of notice by AIRTEL.
c) False claims towards sales incentives, commissions, refunds,
credits, warranty claims, false financial information reports or
any

other

data

including

but

not

limited

to

reporting

requirements of AIRTEL.
d) If FRANCHISEE h a s any overdue payments towards AIRTEL
during the subsistence of this Agreement.
e) If t h e a p p o i n t m e n t or c o n t i n u a n c e of F R A N C H I S E E
under this Agreement is likely to result in, at the sole decision of
AIRTEL, in loss of goodwill or reputation of AIRTEL.
f) If

FRANCHISEE

commits

any

misconduct,

fraud,

cheating,

misappropriation or any act lacking in good faith.

g) If FRANCHISEE f a i l s in providing to Customers prompt and
proper Service.
20 | P a g e

20.4. This Agreement shall be terminated if either party is unable

to fulfill its obligations hereunder for a continuous period of 60
days from the notice date so given by the affected party, for any
reason

arising

out

of

the happening and occurrence of Force

Majeure events.
20.5. AIRTEL shall not be liable to FRANCHISEE or any other party by
virtue of termination of this Agreement for any reason whatsoever
or for any claim for
expenditure,

loss

investment,

commitments

made

by

or profit

or on account

capital improvements
FRANCHISEE

or

for

any

any
other

in connection with their

business made in reliance upon or by virtue of FRANCHISEEs

appointment under this Agreement.

21. CONSEQUENCES OF TERMINATION

21.1. Notwithstanding

any

other

rights

and

remedies

provided

elsewhere in the agreement, on termination of this Agreement:

a) FRANCHISEE or its employees or agents shall not represent AIRTEL
in any of its dealings.

FRANCHISEE shall not intentionally or

otherwise commit any act or acts that would make a third party to
believe that FRANCHISEE is still AIRTELs promoter and marketer of
its Services.
b) FRANCHISEE shall w i t h i n 7 d a y s o f t e r m i n a t i o n , settle a l l
the

outstanding dues of AIRTEL; arrange to return all the

documents and properties of AIRTEL or cost thereof.

c) FRANCHISEE shall stop using the name, trademarks, logos etc. of
AIRTEL in any audio or visual form with immediate effect.
d) The

expiration

or

reason whatsoever

termination
shall

not

of

the

Agreement

affect

any

obligation

for
of

any
either

party having accrued under this Agreement prior to the expiration

or termination of the Agreement and such expiration or termination
21 | P a g e

shall be without prejudice to any liabilities of either party to the

other party existing at the date of expiration or termination of the
Agreement.
e) In

the

event

of

termination

FRANCHISEE shall
possession

hand

or
over

expiry
the

of the Licensed Premises

of

this

vacant

Agreement,

and

forthwith

peaceful

to AIRTEL.

However, AIRTEL reserves the right to take over the conduct of

the business

from

the Licensed

serving of notice of termination

Premises, from

the date

of

to FRANCHISEE, without any

let or hindrance from FRANCHISEE.

21.2. FRANCHISEE

shall

at

its

own

expense

return

to

AIRTEL

promptly all information, documentation and materials confidential

to AIRTEL hardware and/or software and

future

marketing

plans

or future models of the AIRTEL together with any copies thereof or

any other documents entrusted to FRANCHISEE by AIRTEL.

22. DISPUTE RESOLUTION AND ARBITRATION

22.1. The parties agree that any dispute arising out of or relating to this
Agreement or its interpretation, rectification, breach, termination or
cancellation shall be resolved in accordance with the following
approach:
22.2. Senior management of AIRTEL and the FRANCHISEE shall attempt
to resolve the dispute by means of good faith negotiations.
22.3. If the parties are unable to resolve the dispute in this fashion either
party may submit such dispute to Kigali International Arbitration
Center and the arbitration shall be conducted in English, by an
arbitrator who is agreed to between the parties.
22.4. To the extent permissible by law, the determination of the Arbitrator
shall be binding upon the Parties hereto.
22.5. Nothing in this Agreement shall prevent or delay a Party seeking
22 | P a g e

urgent injunctive or interlocutory relief in a court having jurisdiction.

22.6. The parties will be required to reciprocally continue performing
their obligations under any order while any dispute is being resolved.
23. GOVERNING LAW & JURISDICTION
This Agreement shall be governed by the laws of Rwanda and courts
in Kigali shall have exclusive jurisdiction over matters relating to or
arising from this Agreement.
24. GENERAL CLAUSES
24.1. EXTENSION OF SERVICES TO AIRTEL AFFILIATES
AIRTEL may designate, in writing, any of its Affiliates to receive any of
the obligations under this Agreement and FRANCHISEE shall provide the
same. In such case all provisions and covenants of the present Agreement
shall be binding on both FRANCHISEE and the Affiliate so designated
by AIRTEL, provided that (i) such Affiliates shall not make a claim or be
a

party

to

any action

or

lawsuit,

directly

or

indirectly

against

FRANCHISEE arising out of or in connection with this Agreement (ii)

AIRTEL shall be fully responsible for the performance of its obligations
under this Agreement

with respect to the Services provided to such

Affiliates.
24.2. NON SOLICITATION
During the Term, neither Party will knowingly solicit any of other partys
or its strategic partners employees,

except with the prior written

permission of the other party.

24.3. NON-COMPETE
FRANCHISEE

agrees

and acknowledges

that during

the term of

this Agreement it shall not enter into any Agreement/understanding

with any other

telecom

Service

Provider.

FRANCHISEE

shall not

car r y o n any business or other activity which is in competition with the

23 | P a g e

functions, responsibilities
this

Agreement,

and o b l i g a t i o n s

directly

or

through

of F RA NCHI SEE
any

other

entity

under
wherein

FRANCHISEE or its Directors/Partners have any interest.

24.4. ASSIGNMENT
FRANCHISEE s h a l l not assign or purport to assign or otherwise deal
with any of its rights and obligations hereunder, except with the
express prior written consent of AIRTEL.
24.5. NOTICE
Except a s s p e c i fi c a l l y

provided e l s e w h e r e

all not ices required or permitted

in t his A g r e e m e n t ,

to be given by one Party to the

other under this Agreement shall be in writing and shall be sufficient if

made (i) by personal delivery, (including delivery by any commercial delivery
service with acknowledgment received); or (ii) by registered or certified mail,
postage prepaid, return receipt requested; or (iii) by facsimile transmission
(Fax) to the Parties at the respective addresses set forth below or to such
other person or address as the Party to receive the notice has designated
by notice to FRANCHISEE. The date upon which such notice is so actually
delivered; or if the notice is given by registered or certified mail, the date
upon which it is deposited in the mail; or if sent by Fax, the date on which
the Fax was sent, provided an original is received by the addressee by any
commercial delivery service within two (2) business days of the Fax, shall
be deemed to be the date of such notice, irrespective of the date
appearing therein.
All notices shall be sent, if to FRANCHISEE, to the attention of The
Director/Partner/Proprietor of the FRANCHISEE a s mentioned herein
above, and if to AIRTEL, to the attention of Head Legal of AIRTEL at the
respective addresses as set out in this Agreement or as amended by
notice from time to time by writing by the Parties.
24.6. WAIVER

24 | P a g e

Failure to enforce compliance with any term or condition

of this

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

Agreement or the right to subsequently enforce such term or condition
in the future. No waiver,

by either

party,

of any provision

of this

Agreement shall, in any event, become effective unless the same shall
be in writing and such waiver shall be effective only in the specific
instance described and for the purpose that the waiver is given.
24.7. SEVERABILITY
If any provision of this Agreement shall be found by any Government
or administrative

body of competent

jurisdiction

to be invalid or

unenforceable, the invalidity or un-enforceability of such provision shall

not affect the other provisions
not affected

valid

and all provisions

by such invalidity or unenforceability

full force and effect.

substitute

of this Agreement

for

any

The Parties
invalid

or e n f o r c e a b l e

hereby

agree

or unenforceable

provision,

shall remain in
to

attempt

provision

with

to
a

which achieves to the greatest

extent possible the economic, legal and commercial objectives of the

invalid or unenforceable provision.
24.8. DISCLOSURE/PUBLICITY
FRANCHISEE s h a l l not take out any press release or do other publicity
of any nature regarding this Agreement or its association with AIRTEL,
without prior written approval of AIRTEL.
24.9. AMENDMENT
AIRTEL shall always have right to add, delete, amend or alter all or any
of the terms and conditions of this Agreement and such amended terms
and conditions shall be binding on the Franchisee
these

as and when

are intimated to the Franchisee by way of circular, notice or

otherwise and even if the Franchisee

has failed to send its acceptance

letter giving acceptance specifically to the amended, altered, varied or

deleted terms and conditions.
25 | P a g e

24.10.

SURVIVAL

Any and all obligations under this Agreement which, by their very nature
should reasonably survive the termination or expiration of this Agreement,
will so survive, including, but not limited to, those arising from the
confidentiality, Intellectual Property and non-solicitation provisions of this
Agreement.
24.11.

CHANGES IN CONSTITUTION

This Agreement has been entered into on the basis of the present
constitution of FRANCHISEEs establishment as submitted to AIRTEL.

In

future if there is any change proposed in the constitution of FRANCHISEE,

the same shall be immediately informed to AIRTEL and no change shall
be affected u n l e s s approval o f AIRTEL is obtained i n writing.

In case

the written consent is not sought from AIRTEL, AIRTEL at its sole
discretion reserves the right to terminate this Agreement

by 15 days

notice in writing. However, in the event of AIRTEL agreeing to the changed

constitution, FRANCHISEE shall ensure that the liabilities of the old
establishment shall be honored by the new establishment in addition
to complying with all such formalities as may be intimated by AIRTEL.
24.12.
The

INJUNCTIVE RELIEF

Parties

understand

obligations relating
rights

under

to

and

acknowledge

confidentiality

and

that

violation

intellectual

of

property

this Agreement may cause the other Party and its affiliate

companies irreparable harm and damage, which may not be recovered

at law,

and

the

Parties agree that remedies

for breach of the said

provisions may be in equity by way of injunctive relief from competent

court, as well and any other relief available, whether in law or in equity
24.13.

CHANGES / MODIFICATION

AIRTEL shall always have right to add, delete, amend or alter all or any
of the terms and conditions of this Agreement and such amended terms
26 | P a g e

and conditions
these

shall

be

binding

on

FRANCHISEE

as and

when

are intimated to FRANCHISEE by way of circular, notice or

otherwise and even if FRANCHISEE has failed to send its acceptance letter
giving acceptance specifically to the amended, altered, varied or deleted
terms and conditions.
24.14.

FORCE MAJEURE

No failure

or omission

by either Party to carry out or observe

or

perform any of the terms and conditions of this Agreement (other than any
payment obligation) shall give rise to any claim against such Party or
be deemed

a breach of this Agreement

if such failure or omission

arises from an act of God, an act or omission of Government, war or

military operations, national or local emergency, acts or omissions of
Government,

fire,

lightning, explosion, flood, subsidence,

inclement

weather, acts or omissions of persons or bodies for whom the Party is not
responsible or any other cause whether similar or dissimilar outside such
Party's control.
24.15.

COUNTERPARTS,

CAPTIONS

&

REFERENCES

TO

STATUTES OR STATUTORY PROVISION

This Agreement

may

be executed

simultaneously

in any number

of counterparts, each of which shall be deemed an original, but all of

which together

shall constitute

one and the same

instrument.

The

captions and headings are for convenience o f reference only and shall
not be used to construe or interpret this Agreement. References to any
statute or statutory provisions shall be construed as references to such
statutes or statutory provision as existing or as subsequently amended or
re-enacted or as is modified in their application by any other statutes or
statutory provision (whether before or after the date hereof) and shall
include any modification or re-enactment thereof and shall include
subordinate legislation or rules made under the relevant statute.
24.16.

27 | P a g e

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and
supersedes all oral and written representations and agreements between
the Parties including, but not limited to any earlier agreement relating
to the subject matter thereof or any other agreement
Parties in relation

to

the

subject

matter

hereof.

between

the

However, t h i s

Agreement w i l l not relieve the Parties from their respective rights and
obligations against each other arising out of or in connection with any
previous agreement.

IN WITNESS WHEREOF, the above, the respective

parties h a v e

s i g n e d this agreement on the dates mentioned.

On behalf of the Franchisee

On behalf of Airtel Rwanda

Alex MUGISHA

Michael Nii Boye Adjei

___________________________

___________________________

Managing Director

Managing Director

Date: _____________________

Date: ______________________

Witnesses
Names:

Brian KIRUNGI

___________________________

____________________________

28 | P a g e

Title:

Head of Legal & Regulatory

EXHIBIT A
Scope of Work
1.

METHODOLOGY
a) The FRANCHISEE
ensure

at

customer

all

shall provide
times

and

comprehensive

services

to

the

said

Customers including but not limited to

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

customer

complaints,

queries

pre-paid

and

servicing

etc.

FRANCHISEE would also be responsible

for payment collections.
b) Notwithstanding a n y t h i n g
Customer Base

once

above,

handed

the

over to

FRANCHISEE can be taken back partly

29 | P a g e

and

handed

over

FRANCHISEE/

to

any

newly

other

appointed

FRANCHISEE in the vicinity, by AIRTEL

at

its

sole

discretion

for

its

larger

business interests.
c) In case any AIRTEL Customer, other than
a Customer of FRANCHISEEs approaches
FRANCHISEE,

then

FRANCHISEE

under takes to provide him all necessary

suppor t

and

customer

ser vices.

FRANCHISEE w o u l d be liable to pay

such penalty and/or damages, a s may be
prescribed by AIRTEL, in case it is found
that

FRANCHISEE

was

equipped

empowered to provide certain service to

such Customer, but failed to do so.
2.

OBLIGATIONS OF FRANCHISEE

The obligations o f

FRANCHISEE u n d e r

this Agreement a r e

as

mentioned below. These obligations can be changed by AIRTEL at its

sole discretion and any and all such changes shall be communicated
to FRANCHISEE

in writing. The said changes shall be binding on

FRANCHISEE from such date as may be prescribed by AIRTEL.

A.

Sales

a) FRANCHISEE
obtaining

will

endeavor

subscriptions fo r

to a c h i e v e

Sales

targets

of

the Services every month in

terms of the targets as specified by AIRTEL. These targets will be

based on sales and service parameters e.g. collection, retention,
audits, ICE scores etc.
b) The sales performance of FRANCHISEE will be reviewed every
calendar quarter.
30 | P a g e

c) If FRANCHISEE fails to achieve the said sales targets set and

prescribed by AIRTEL for 3 consecutive months, AIRTEL reserves
the right to terminate this Agreement forthwith, after giving
notice thereof.
B.

Customer Services
d) FRANCHISEE is also expected to improve
its

FRANCHISEE Audit

scores by

co-

operating in improvement action plans as

devised

from

time

to

FRANCHISEE

fails

FRANCHISEE

Audit

time.

to

In

improve

scores

for

case
its
3

consecutive months, AIRTEL reserves the

right

to

terminate

this

Agreement

forthwith, after giving notice thereof.

e) FRANCHISEE shall ensure a pleasant and
hassle free experience for each Customer.
FRANCHISEE shall endeavor to maintain
relationship with the Customer and ensure
that each Customer is attended promptly
without making him wait for too long.
For

this

purpose

FRANCHISEE

shall

adhere to SLA of Queue Management

System wherever installed.
f) FRANCHISEE shall develop and maintain
Customer

confidence

FRANCHISEE shall

and
ensure

satisfaction.
that

each

Customer compliant/ query is handled

effectively within the time-frame, as may
be prescribed by AIRTEL.
g) FRANCHISEE shall have a follow-up and
escalation mechanism in place and have
a regular
31 | P a g e

follow-up

on each Customer

compliant/

query.

responsibility

It shall

of

be

FRANCHISEE

immediately

escalate

complaint/

query

to AIRTEL
that

cannot

the
to
any
be

handled by it within the prescribed time

limit/ SLAs.
h) FRANCHISEE

sha ll

ensure

that

Customer feedback is actively solicited,

recorded and appropriately acted upon.
FRANCHISEE shall also track customer
retentions

and

appropriate

shall

actions

ensure
are

that

taken

to

maximize customer retention.

i) FRANCHISEE
compliance
policy

always

ensure

with the customer

privacy

of

prescribed

shall
AIRTEL,

from

FRANCHISEE

time

shall

as
to
not

may

be

time.

Also

make

any

contact with the Customer other than for

the purpose of providing services in terms
of this Agreement without prior approval
in writing from AIRTEL. Any violation of
this clause would render this Agreement
liable

to

be

terminated.

Any

communication with the customer will

need to be approved by AIRTEL.
j) In case any complaint is filed by any
Customer against FRANCHISEE, then in
such cases FRANCHISEE shall cooperate
with AIRTEL and provide all assistance
including submission of all documents
in relation to said complaint, as may be
required by AIRTEL.
k) FRANCHISEE
32 | P a g e

for

the

convenience

of

the

Customers

shall

keep

its

FRANCHISEE operations open during the

business hours on all days after taking
the

requisite

concerned

permission

from

authority/ies

operations

in

FRANCHISEE

the

locality

is located.

for

such

in

which

In the event

no

such

permission

by

the

concerned authority/ies,

FRANCHISEE
open

can

the

be

granted
then

shall keep its operations

during the business hours and

days which are lawful for such operations

in the locality in which FRANCHISEE is
located and in accordance with industry
standards.
C.

Manpower

Without prejudice to provisions in EXHIBIT COMMERCIAL TERMS 1,

regarding staff, the FRANCHISEE s h a l l employee a n d recruit adequate
st aff to be conversant with the requisite know-how and knowledge
required

for

Agreement.

fulfilling

obligations

of

FRANCHISEE

under

this

In case the FRANCHISEE needs any guidelines from

AIRTEL then the same shall be provided by AIRTEL upon request from
FRANCHISEE for this specific purpose. The procedure for recruitment,
selection and salaries/wages w i ll be exclusive responsibility of the
FRANCHISEE. FRANCHISEE shall exercise control and supervision over
its manpower and will take every precaution that there is no violation of
any applicable law. It is clearly understood and agreed between the
Parties that by this Agreement, no relationship of employer and employee
will accrue between the employees of FRANCHISEE and AIRTEL since it
is not intended at all.
D.

Training

FRANCHISEE will ensure that its employees and members of its staff
33 | P a g e

existing as well as newly recruited are conversant and fully trained with
the jobs to be carried on and skill requirement for the obligations
undertaken by FRANCHISEE under this Agreement. In case at any
point of time the FRANCHISEE f e e l s that the employees a s engaged
and employed by him need further training, AIRTEL shall provide the
same at the written request of the FRANCHISEE.
aforesaid shall be for a specified period and
period

AIRTEL

will not have any control

The training as

during

the

training

or supervision over the

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

by FRANCHISEE

only during the training

the

for

employees

specifically

training

give names

by

period. While assigning

AIRTEL,

of its employees

FRANCHISEE

to AIRTEL

will

with clear

undertaking that merely by imparting of training by AIRTEL, none

of

FRANCHISEE employees

employer

and

employee

will

claim

any

relationship

of

with AIRTEL or any such employee will

represent to anyone as if he is employed by AIRTEL.

E.

Administration

a) FRANCHISEE

shall maintain

proper

books of accounts

records in safe custody relating to the transactions

and

and bill

collections including receipts issued for the amount collected

from

the

Customers

documents

thereof

and

also

to AIRTEL

permit inspection

or any

other

of all

agency

duly

nominated by AIRTEL.
b) FRANCHISEE shall open a current a/c in a designated bank as
appointed by AIRTEL and shall deposit all the cash collected
towards

bill payment

and new activation

(including

security

deposits, if any) in the designated bank account by 12:00 Hrs

the next day.
c) FRANCHISEEs shall provide a mandate in favor of AIRTEL to
debit their account and transfer the funds on account of cash
collection

from its bank a/c to AIRTEL A/c. Detailed process

note for cash collections to be followed is listed in SOP attached

to this Agreement as Annexure 1.
34 | P a g e

d) FRANCHISEE shall provide periodical reports, returns and other

information relating to the business, market conditions, taste
and preferences and such other information as may be desired
by AIRTEL in the requisite format specified by AIRTEL in this
regard.
e) The FRANCHISEE s h a l l also give regular daily/weekly/monthly
feedbacks/forecasts to AIRTEL regarding t h e discharge of its
obligations under this Agreement in the form and manner as
prescribed by AIRTEL from time to time.
f) The FRANCHISEE

shall maintain

sufficient

(2 days average

balance) LAPU balance to ensure timely posting of customer

payments into customer accounts.
g) Besides forwarding all Forms to AIRTEL, FRANCHISEE

shall

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

Such Forms and

documents shall be maintained till instructions to the contrary are

issued in writing by AIRTEL. Copies of the same may be called for
by AIRTEL at any time at its sole discretion and it shall be the
responsibility of FRANCHISEE to provide the same within the time
stipulated by AIRTEL. Failure to abide by this clause shall
constitute a material breach of this Agreement.
F.

Inventory Management
a) FRANCHISEE shall maintain adequate stocks of SIM Cards and
all other products/ accessories with respect the Services in such
quantity, as may be required to meet FRANCHISEEs b u s i n e s s
requirement, F R A N C H I S E E s h a l l also raise timely orders
and track/ monitor fulfillment of the same.
b) FRANCHISEE shall maintain sufficient quantity of stock of Point
Of

Purchase

advertisement
35 | P a g e

material

or

any

other

printed

material,

material etc., which is used for the purpose of

promotion and marketing of the Services.

c) FRANCHISEE shall maintain requisite

reports, returns and

other information to ensure accurate and timely documentation

o f Stock movement into and out of FRANCHISEE and monitor &
report any shortages/ inaccuracies immediately to AIRTEL.
G.

Product/Process

a) FRANCHISEE shall ensure that it is always updated on all

relevant Product and Services information of AIRTEL.
b) FRANCHISEE shall release advertisements i n respect of Services
only after due consultation and written approval of AIRTEL.
FRANCHISEE
schemes

shall assist AIRTEL

launched

by AIRTEL

in various

promotional

from time to time and shall

further assist in advertising the Services of AIRTEL.

c) FRANCHISEE may at its expense promote AIRTELs Services to
existing

and

potential

Customers.

All

promotional

and

advertisement m a te r ia l used by FRANCHISEE shall identify

AIRTEL

by

name

promotional
carried

as

the

activities

provider

relating

of

the

Services.

to A I R T E L

All

shall b e

out b y FRANCHISEE only after obtaining the prior

written approval of AIRTEL.

H.

Customer Verification

a) FRANCHISEE hereby undertakes to fully comply and ensure full

compliance of each and all orders, directions, etc. of the DoT,
present

and future, on and with respect to verification of the

identity of the prospective Customer/s from

furnished,

at

the

time

of

activating

the
the

documents
Customers

connection.
b) FRANCHISEE irrevocably agrees and undertakes that prior to
giving the prospective Customer connectivity to the Services of
36 | P a g e

AIRTEL.

FRANCHISEE shall

collect

and

ensure

that

documents and information relating to the identity and proof

of address of the prospective Customer/s are in order. It shall
be the sole responsibility

of FRANCHISEE

to ensure the

genuineness of the Customers as to the particulars furnished

in the Enrolment Forms including address particulars.
c) AIRTEL reserves its right to amend the Enrolment Forms and
other

Forms

Customers,
the

to

be

completed

by

potential/existing

at any t im e a t its sole discretion.

responsibility

and

liability

of

It shall be

FRANCHISEE

to ensure

completeness of the said Forms and FRANCHISEE shall duly sign

and stamp each such form/s to the effect that:
i.

Enrolment Form and other Forms have been fully and

completely filled up;

ii. Each/All items of verification have been physically and
completely verified by FRANCHISEE;
iii. Each/All documents, papers, information

pertaining

to

verifi cation have been fully and completely seen and true
copies procured by FRANCHISEE;
iv. The verification car r ied out by FRANCHISEE f u l l y complies
with each and all requirements o f DoTs orders, directions
on the subject from time to time as also the requirements
of AIRTEL.
d) FRANCHISEE
process

for

verification

shall

devise

the mandatory

documents

and

an
delivery

efficient
of

administrative

Enrolment

Forms,

all other forms in respect of the

Services within 24 hours of the receipt of such forms or within

such time frame as informed by AIRTEL from time to time.
However, it is specifically agreed by FRANCHISEE that in case
where

the documents are not made available within the time

frame as agreed between the Parties,

FRANCHISEE

liable

by AIRTEL from time to

time.

to pay

as specified

No connection to the Services shall be activated by

FRANCHISEE
37 | P a g e

damages

shall be

without

obtaining

the

aforesaid

relevant

documents from the Customers and any liability imposed on

AIRTEL
shall

due to breach
be

the

sole

of this obligation

liability

of

of

FRANCHISEE

FRANCHISEE. Forwarding

/ provisioning of the said for ms, p a p e r s , d o c u m e n t s e t c . To

AIRTEL shall not in any manner, reduce the above stated
responsibility and liability of FRANCHISEE under this Agreement.
e) The activation

of the Customers

Services shall be
regulations

done by

and policies

and connection

FRANCHISEE

as

to AIRTELs

per

the

of AIRTEL. It is specifically

rules,
agreed

by FRANCHISEE that it will not charge anything above the

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

shall

FRANCHISEE

debit

such

amount towards penalty from

as mutually agreed upon. Deduction of penalty

shall not limit the liability of FRANCHISEE

on account of

any damages, claims demanded/imposed upon AIRTEL.

I.

General
a) FRANCHISEE shall

always

agree

to and

follow

all future

changes in AIRTEL business model as may be decided from time

to time.
d) The business

of FRANCHISEE

shall be directly

managed,

administered, controlled and conducted by FRANCHISEE and

the same shall not be sub- delegated
person/party

without

obtaining

prior

to

any

other

written approval of the

authorized representative of AIRTEL.

e) Based on the instructions of AIRTEL, FRANCHISEE shall also
undertake the marketing and promotion of the products of any
group

company/

business

associate

of

AIRTEL.

("group

company" being an entity that is under the common umbrella

38 | P a g e

of

Bharti

group

of

companies

and/or

such

of

those

companies with which AIRTEL has entered into an Agreement

for the joint promotion of business/services).
f) FRANCHISEE

shall

take

Insurance" at its own

Comprehensive

expense

General

Liability

whenever AIRTEL deems it

necessary. The insurance policy must cover for all stock of

goods, Product and infrastructure etc. against the risk of fire,
earthquake, theft, fraud etc.

In the event of failure to take

insurance policy/renew the policy in time, FRANCHISEE shall

make good for all the actual losses suffered by AIRTEL. In the
event of any loss or misappropriation of funds, it is a mandatory
for FRANCHISEE to deposit the value in question within 24 hours
at AIRTEL cash counter /designated locations even without any
reference to settlement of Insurance claim, whatsoever.
3. RIGHTS AND OBLIGATIONS OF AIRTEL
a) AIRTEL shall provide necessary support in terms of training of
employees/ staff
literature,

of FRANCHISEE

documents,

papers

and provide
and

specimen

necessary
reports/

statements etc. to enable FRANCHISEE to perform effectively.

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

material,

promotional

item s ,

etc.

AIRTEL

and

FRANCHISEE m ay from time to time also carry out joint and cooperative advertisement and

other

promotional activities i n

respect o f the Services. The budget for such promotional

activities

and

FRANCHISEE

the
shall

ratio

of

be

sharing
intimated

between
to

AIRTEL

and

FRANCHISEE.

FRANCHISEE u n d e r t a k e s t o fully utilize t he budgeted target

as intimated by AIRTEL.
c) AIRTEL agrees to provide marketing suppor t in accordance
w i t h AIRTELs
Prevalent policies in this regard
d) AIRTEL will bill its Customers directly for payment of all charges
towards subscription
39 | P a g e

to the

Services

and

other

charges

as

maybe determined by AIRTEL from time to time, as per the billing

cycle applicable
e) AIRTEL reserves the right at its sole discretion to reject any
potential Customer(s) who has executed the Customer Enrolment
Form (SEF) without assigning any reason, whatsoever.

EXHIBIT - B
INFRASTRUCTURE SPECIFICATIONS AND COST
1.

AIRTEL

shall

install

the

infrastructure

facilities/

material

(including hardware and software) at the Licensed Premises.

2.

To enhance the customer experience and for standardization

purposes, AIRTEL shall install the infrastructure
material (including hardware and
premises.

The

software)

FRANCHISEE

shall

at

the

facilities/
Licensed

be responsible for

installing and or providing a water cooler for serving fresh water

to the customers visiting FRANCHISEE
4.

FRANCHISEE
maintain

40 | P a g e

shall

also

at

basic infrastructure

its

own

facilities

cost
such

install
as

and

requisite

telephone
facility,

connection(s),
office

stationary,

fax machine/s, computers, e-mail

safe

vaults

and

such

other

equipment/facilities as deemed fit and necessary by AIRTEL

and intimated to FRANCHISEE from time to time. FRANCHISEE
shall

also

procure,

install

and/or

make

modifications/

alterations in such equipment/infrastructure facilities, as may be

intimated by AIRTEL to FRANCHISEE from time to time for
efficient and proper performance of its obligations under this
Agreement or for standardization purposes.
5.

AIRTEL shall additionally provide for the cost of up-gradation

of

the showroom at the Licensed Premises viz. Capital Expenditure

Cost (CAPEX) with respect to flooring, ceiling, electrical, furniture,
branding work and such other cost as AIRTEL may decide from
time to time for the purpose of standardization of FRANCHISEE
across Rwanda provided FRANCHISEE has already

invested

in

the infrastructure facilities/material as mentioned in clause 1

above.

EXHIBIT C
COMMERCIAL TERMS
1. All p ay m e n t s

between t h e P a r t i e s s h a l l b e g o v e r n e d

and

s h a l l b e i n accordance with the commercial terms mentioned in

this Exhibit. These commercial terms are liable to change after both
parties agree and all such changes shall be communicated in form
of meeting minutes. The said changes shall be binding on both
41 | P a g e

parties from such date as may be prescribed from the meeting

proceedings.
2 . P A Y M E N T T E R M S A N D OBLIGATIONS OF FRANCHISEE
2.1.

FRANCHISEE shall undertake to ensure the following Duties:

2.1.1. Effective April 2017, the FRANCHISEE shall undertake to pay 50% of
rent and 100% for utilities.
2.1.2. Effective April 2018, the FRANCHISEE shall undertake to pay 100%
of operational costs.
2.1.3. Adhere to monthly targets as set by Airtel and approved by the
Franchisee;
2.1.4. Train staff regularly to harness the customer service interface and
experience.
2.1.5. Cover a royalty payment of 12% to be paid to Airtel on Net Margin as
from November 2018.
3. PAYMENTS AND OBLIGATIONS BY AIRTEL
3.1. Airtel shall continue to make 100% payment for staff remuneration,
3.2.

rent, security and utilities until March 2017.

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

3.2.1. AIRTEL shall ensure that all payment due to FRANCHISEE

in accordance with this Exhibit shall be made within 21 days
from the date of receipt of the requisite bill from FRANCHISEE
and Service tax will be paid extra as applicable.
3.2.2. Airtel will pay 12% commission to paper recharge,

14%

commission to Electronic Recharge and retail margin on Airtel

money as per Airtel Money tariff.
3.2.3. A 50% commission on Usage revenue for postpaid or on total
revenue for a new Hybrid account will be paid to Franchisee. This
commission will be paid in 3 equal installments and within 90
Days from the date of account Activation. This is to guarantee
quality activations under this scheme.
3.2.4. Airtel to pay 10% Commission to Franchisee on all bad dents
collected in the region of operation.
42 | P a g e

3.3.

In addition to the covenants stated hereinabove, AIRTEL shall

have the right within 7 days

at its own discretion to adjust

against outstanding payments to FRANCHISEE, any amount

owed by FRANCHISEE to AIRTEL either under this Agreement or
otherwise as well as all costs, charges expenses and losses
incurred/sustained

by

AIRTEL

and

FRANCHISEE in terms of this Agreement.

43 | P a g e

recoverable

from

Annexure 1
Administration of Cash Collections
All cash payments collected by FRANCHISEE towards bill payment
and activation shall be managed in following manner;
a. FRANCHISEE

shall open a bank account in a bank as

designated by AIRTEL. This is not required if FRANCHISEE

already have an account in the designated bank.
b. FRANCHISEE shall deposit the amount collected in Airtel account
and send the proof by mail or courier to AIRTEL
c. FRANCHISEE shall deposit the daily cash collection of bill
payment and activation in the said bank a/c next day by 12:00
Hrs without fail. i.e. FRANCHISEE shall deposit Day-0 cash
collections on Day-1 by 12:00 Hrs.
d. In case of a bank holiday, FRANCHISEE weekly off, public
holiday cash will be deposited on the next working day. e.g. cash
collection

of Saturday

and Sunday

shall be deposited

on

Monday
e. Based on AIRTELs advice designated bank shall transfer the
funds from the FRANCHISEE A/c to AIRTEL A/c and provide a
list of successful and unsuccessful transactions
f. It is the duty of FRANCHISEE to ensure that currency notes
should not be soiled/torn/fake and AIRTEL or designated bank
shall not be responsible for such currency notes.
g. Any deviation in the above process shall have to be approved by
Circle Finance Head as per the banking guidelines.
Activity Schedule
Day
44 | P a g e

Activity

Actionee

Day- Cash received by FRANCHISEE from

DayAIRTEL
0
Customergenerates the cash collection
1
report and sends it to bank for debiting
Day- Cash deposited by FRANCHISEE before
Day- Bank debits the amount and sends the

45 | P a g e

FRANCHISE
AIRTEL
E
FRANCHISE
Bank