1. DEFINITIONS

"Agent Location" means the Agents distribution point for the provision of Airtel Money Services.

"Agent" means an Airtel Mobile Commerce Agent who has executed an agreement with Airtel Money to provide Airtel Money Services.

"Agreement" means the Airtel Money Services Agreement entered into between Airtel Money and the Agent.

"Airtel Money" means Airtel Mobile Commerce Zambia Limited.

"Business Day" means any day when commercial banks are generally open for business in the Republic of Zambia.

"End User" means any person seeks to access Airtel Money Products.

"Parties" means ‘Airtel Money’ and ‘the Agent’ and, “Party” means any one of the Parties.

"POS" means Point of Sale being a location, site, place at which the provision of Products is permitted;

"Total E-value" means Electronic Value commensurate to actual Cash in Bank.

"Transaction Value" will be calculated as total E-value Volume moved per terminal excluding Government Taxes.

"Telecommunications Service Provider"means any person who is licensed or otherwise authorized, pursuant to the provisions of the "Information and Communication Technology Act, No.15 of 2009 of the Laws of Zambia, to connect to or provide a telecommunication system;


2. AGENT RIGHTS AND RESPONSIBILITIES

The Agent shall:

2.1 Not to do anything that may prevent the provision of Airtel Money services and Products or interfere with the development of Airtel Money’s trade and goodwill.

2.2 Ensure Agent premises are visible and are open eight (8) hours a day for six (6) days in a week.

2.3 To conduct all dealings as an independent contractor without authority to bind Airtel Money or pledge its credit.

2.4 To take commercially reasonable steps to develop the business and promote the provision of Airtel Money products and services to the End user

2.5 To meet distribution targets as agreed with Airtel Money.

2.6 To ensure Airtel Money services and products remain available ensuring market availability at all times.

2.7 The Agent shall use his best efforts to ensure that the prescribed level of both cash and E-value is available on all at the premises at all times.

2.8 To bear all the costs incurred in connection with performance of the duties and obligations under the Agreement.

2.9 Shall not hold itself out as Airtel Money’s agent or bind Airtel Money in any way, for the provision of Services or products not authorised by Airtel Money by virtue of this agreement.

2.10 Advertise and otherwise market Airtel Money Products and Services in accordance with the marketing guidelines published from time to time by Airtel Money and made available to the Agent.

2.11 Be responsible for obtaining any necessary licences, permits or other requisite authorisations, and the paying of all applicable taxes in respect of the provision of Airtel Money Services or Products.

2.12 Maintain separate accounts and records in respect of the Services or Products supplied in terms of this Agreement and to audit such accounts annually and supply a copy of the audit report to Airtel Money thereafter.

2.13 Make available for inspection such documentation, information or records as Airtel Money may, from time to time request.

2.14 Make available to Airtel Money personnel as may be required for training from time to time.

2.15 To facilitate random audit of the Agents premises for quality control as regards the provision of Services and Products as outlined in the Agreement.

2.16 The Agent warrants that it has complied with all legal requirements in force capable of affecting the validity of this Agreement.

2.17 To ensure all transactions are recorded in the Airtel Money transaction log books as required by law.

2.18 To ensure the Agent and his/her representatives acquaint themselves with the Anti-Money Laundering provisions of the law as shared by Airtel Money.


3. PRICE AND PAYMENT

3.1 An Agent shall be paid commission based on total number of transactions performed in a given period tiered as indicated in Schedule 1.

3.2 The currency to be used for any payment between the parties hereto shall be Zambian Kwacha.

3.3 Airtel Money may, in its absolute discretion, reduce any fees, commission or other amounts payable by Airtel Money or its related corporate bodies to the Agent, or otherwise setting off against any fees or other amount owed by the Agent or Agent’s related corporate bodies to Airtel Money, including any amount payable under an indemnity, and any damages payable in connection with this Agreement.


4. DISPUTE RESOLUTION

4.1 If any a dispute, difference and question of any kind whatsoever shall at any time arise between the parties touching or arising out of or in connection with this Agreement or its subject matter each of the parties will designate a representative/s to attempt to resolve such matter. The designated representatives will negotiate in good faith in an effort to resolve the dispute within a period of thirty (30) days.

4.2 If the matter is not resolved as provided in clause 4.1 such matter shall be referred for arbitration in accordance with the Arbitration Act No. 19 of 2000.


5. BREACH AND TERMINATION

5.1 Either Party may the Agreement without cause, upon giving 30 days’ notice in writing to the other Party stating the intention to terminate the same. Such termination shall not prejudice any other remedy to which the terminating Party may be entitled, either by law, in equity or under this Agreement.

5.2 Either Party may terminate the Agreement forthwith in the event of any fraud, misuse of service, activities against national interest, or non-payment of dues, by the other party.

5.3 Either Party may terminate the Agreement by written notice if the other party ceases, or threatens to cease, to carry on business, is adjudged bankrupt or an encumbrancer takes possession of any of the property or assets of the other Party or has a receiving order made against it, or enters into any arrangement or composition for the benefit of its creditors or if any order shall be made or effective resolution passed for the winding up of the other Party or if under any law analogous to any of the foregoing shall occur, then the first mentioned party shall be entitled but not be bound to treat themselves as discharged from their obligation in terms of this Agreement.

5.4 Airtel Money may terminate the Agreement with immediate effect if:

5.4.1 The Agent breaches its obligations by breaking down (splitting transactions) deposits/ withdraws in order to earn more commission;

5.4.2 Any of the Agent’s shareholders or directors are convicted of an offence involving dishonesty;

5.4.3 Facilitation of direct deposits (Over the Counter) for customers in order to avoid charges

5.4.4 The Agent consistently fails to meet the market and service levels as provided by Airtel Money.


6. EFFECT OF TERMINATION

6.1 Upon expiration or any other termination of the Agreement for any reason whatsoever, Airtel Money may at its option, cancel all or any services offered from the Agent’s portfolio which shall not have been fulfilled as per these Terms and Conditions and Airtel Money reserves the right to repurchase from the Agent all or any part of remaining E-value stock value held by the Agent.

6.2 Upon expiration or termination of the Agreement for any reason whatsoever, the Agent shall return or give back marketing material given to it by Airtel Money, if any.

6.3 Upon expiration or termination of the Agreement for any reason whatsoever, the Agent shall cease to use in any manner the trademark “Airtel Money”, the use of which shall have been granted by Airtel Money to indicate that the Agent is an ‘authorized Agent’ of Airtel Money and shall remove any and all of the trademarks and the trade name of Airtel Money from the signs, shingles, posters, name cards and any other advertising material

6.4 Airtel money shall not be liable to the Agent for, and the Agent shall not be entitled to demand, by reason of expiration or termination of the Agreement, any compensation, reimbursement or damages on account of the current or prospective profits on the Agent’s transaction Value of services and Products or on account of the establishment, development or maintenance of any other cause or thing whatsoever.

6.5 Notwithstanding any contrary provision herein contained, the expiration or any other termination of the Agreement for any reason whatsoever shall not release any party hereto from any liability which at the time of expiration or any other termination is already owed to the other party or which thereafter may be owed in respect of any act or omission prior to such expiration or termination, nor shall any expiration or termination hereof affect in any way the survival or any right or obligation of a party hereto which is expressly stated elsewhere in this Agreement to survive expiration or any termination hereof.


7. NOTICES

7.1 Any notice given under this Agreement shall be in writing and may be served:

7.1.1 Personally;

7.1.2 By pre-paid registered or recorded delivery mail;

7.1.3 By facsimile transmission; or

7.1.4 By any other means, which any Party specifies by notice to the other.

7.2 The addresses for service and contact details of the Parties shall be as contained in the Agreement.


8. FORCE MAJEURE

8.1 Neither party shall be in breach of the Agreement or if there is any total or partial failure of performance by it of its duties and obligations under these Terms and Conditions occasioned by any act of God, fire, act of government or state, war civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, labor disputes of whatever nature and any other reason beyond the control of either party. If either party is unable to perform its duties and obligations under these Terms and Conditions as a direct result of the effect of one of those reasons that party shall give written notice to the other of the inability which sets out full details of the reason in question.

8.2 The operation of the Agreement shall be suspended during the period (and only during the period) in which the reason continues. Forthwith upon the reason ceasing to exist, the party relying upon it shall give written notice to the other of this fact. If the reason continues for a period of more than [90] days and substantially affects the commercial intention of the Agreement, the party not claiming relief under this Clause shall have the right to terminate the Agreement upon giving thirty (30) days’ written notice of such termination to the other party.


9. AMENDMENTS

No provision of the Agreement or these Terms and Conditions may be amended, modified and/or waived, otherwise than by the express written Agreement of the Parties.


10. ASSIGNMENT

Neither Party shall assign any rights, duties nor obligations under the Agreement or these Terms and Conditions to a third party without the prior consent in writing of the other Party.


11. APPLICABLE LAW

The Agreement and these Terms and Conditions shall be construed and governed in all aspects in accordance with the Laws of Zambia and in the English language.


12. SEVERANCE

If any provision contained in the Agreement or these Terms and Conditions is rendered void, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.


13. WAIVER

No delay or forbearance by any party in exercising any right, power or remedy under the Agreement shall impair or be construed as a waiver of such right, power or remedy. Any waiver by one party of the obligations of another party under the Agreement shall be in writing, signed by the party giving the waiver and shall not affect the obligation of any other party not specified in such waiver. Any single or partial exercise of any such right, power or remedy shall not preclude other or further exercise thereof or the exercise of any other right, power or remedy.


14. INDEMNITY

The Agent shall indemnify, defend and hold harmless Airtel Money from and against all liabilities, claims, damages, losses and expenses (including, but not limited to, court costs and reasonable legal' fees)(collectively referred to as "Damages") of any kind or nature, of third parties unrelated to Airtel Money caused by or arising in connection with the gross negligence or willful misconduct of any of the Agents’ employees in connection with the performance of their services, except to the extent that Damages were caused directly or indirectly by acts or omissions of Airtel Money.


15. ENTIRE AGREEMENT

All the present Agreements and understandings between the parties are embodied in the Agreement and these Terms and Conditions and supersede any previous Agreements and understandings, oral or written, between the parties relating to the subject matter of the Agreement.


16. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

16.1 The Parties agrees to maintain secret and confidential all information (whether technical or otherwise) obtained in connection with or pursuant to the Agreement.

16.2 The Agent shall comply with Airtel money’s brand guidelines or instructions relating to the form and context in which trademarks, logos or the intellectual property materials and literature are used during the term of the Agreement.

16.3 The Agent acknowledges having no rights in or to the Intellectual Property (as defined in clause 16.6 below and undertakes not to do or omit to do anything by which the goodwill and reputation associated with the Intellectual Property might be diminished or jeopardised.

16.4 The Agent may not effect any modifications to any of the Products, except such modifications that Airtel Money may from time to time direct to be made.

16.5 The Agent must inform Airtel Money immediately of any infringement or apparent or threatened infringement of the Intellectual Property and of any passing off of goods as the Products of which they may become aware of. In addition, the Agent must, on request, assist Airtel Money in dealing with such infringements.

16.6 Unless otherwise expressly agreed in writing between the parties, all rights, title and interest in and to all trademarks, trade names, literature, copyrights, database rights, patents, designs and all other intellectual property rights (“Intellectual Property”) in and relating to the Products shall belong to Airtel Money.

16.7 This clause shall survive any termination of the Agreement.


17. CODE OF ETHICS

17.1 The Parties will conduct all their dealings in an ethical manner and in accordance with the best practices

17.2 The parties will provide all possible assistance to each other in order to investigate any alleged instances of unethical behavior or business conduct violations by any employee of the other. Either party will disclose forthwith any breach of these provisions that comes to their knowledge to allow for timely action in their prevention and detection.

17.3 Each party will adopt appropriate processes to prevent offering an illegal gratification in form of bribes or kickbacks either in cash or in kind in the course of all dealings with other party. Any assistance of such violation will be viewed in serious manner and each party reserves the right to take all appropriate actions or remedies as may be required under the circumstances


SCHEDULE 1

AGENT COMMISION

1. The Airtel Money agent commission applicable, currently is 0.5% of all the Cash in and 1% of all cash out transactions that happen during the calendar month.


Irregularity Ranking: KEY


 

Ranking 3
(high)

 

Grave irregularity affecting the profitability and that affect regulatory compliance with KYC (Know your customer) regulations of Airtel Money

 

Ranking 2
(medium)

                                                                                                                                            
Serious irregularity affecting the reputation and KYC regulations of Mobile Money based on the legally binding Agreement between Airtel Money Agents and Airtel Money Mobile Commerce Zambia Limited

 

Ranking 1
(low)

 

Irregularities demonstrating negligence of Airtel Money Agents internal processes


AIRTEL MONEY AGENT IRREGULARITIES AND PENALTIES

SCHEDULE 2


Offence Ranking Irregularity Implication Frequency of occurrence Agreed penalty

3

Multiple/Direct deposits

Breaking down of deposits to earn more commission

Facilitating customers’ Direct Deposits to avoid charges/ or because customer is not registered

 

 

Loss of revenue to Airtel Money Mobile Commerce Zambia Limited

 

1stoccurrance

 

 

 

 

2ndOccurrance

 

 

3rd Occurrence

 

Suspend Agent line performing action.
Send warning letter to Company proprietor detailing results of investigation
Reverse revenue underserved from specific Agent line

 

Share detailed report of investigation
Penalize Agent(proprietor) with 25% deduction on end month commission

Blacklist the Agent

3

Fraud
Not providing float despite customer giving cash/e-money

Giving customer less money than what is due to them

Withdrawing customer float without their consent

Fraudulent SIM swap to defraud Airtel Money customers

 

 

Breaking KYC regulations set by  Regulator(loss of license)

 

1stoccurrance

 

 

 

Blacklist the agent

And recover underserved commissions/revenue lost from Agent at end of the month

3

 

Not conforming to 1:1.5 rule

AM Agents are required to maintain 1.5 times the amount of float held in the previous month.

 

Loss of revenue to Airtel Money caused by failure to service the AM customers adequately.

 

1st Occurrence

 

Suspend Agent line performing action.
Send warning letter to Company proprietor detailing results of investigation

2

False registrations

False Registrations to earn undeserving commissions

Not using Identification when registering customers

Registration forms not duly filled and signed

 

Loss of revenue to Airtel  Money
Increase in ghost/inactive subscribers

Breaking KYC regulations set by  Regulator(loss of license)

 

1stOccurrence

 

Warning letter to Agent detailing results of investigation.

Recover underserved commissions /revenue lost from Agent at end of the month

2

Agents not conforming to KYC regulations

Agents transacting without seeing customer IDs

 

Assistants signing registration/log books on behalf of customers and Logbooks not filled

 

 

 

 

Risk of law suit to be brought against Company/Agent for Fraud

Tarnishing Airtel Money /Product image

Breaking KYC regulations set by  Regulator(loss of license)

1stoccurrence

 

 

2nd Occurrence

Warning letter to Agent

 

 

Blacklist the Agent

 

 

 

 

1

 

Agents not conforming to Transaction requirements:

Charging customers for registrations

Charging customers for transactions

Charging customers for Mobile Money swaps or SIM cards above recommended price

 

Risk of law suit to be brought against Company/Agent for Fraud

Tarnishing Airtel Money /Product image

 

Breaking KYC regulations set by  Regulator(loss of license)

 

1st and 2nd occurrence

 

 

 

 

3rd Occurrence

 

Warning letter to Agent detailing results of investigation.

Recover underserved commissions/revenue lost from Agent at end of the month

 

Blacklist the Agent

1

 

Relocation of Tills/ Agent lines without Authorization from AM Team

 

Risk of Fraud/loss of funds invested by the Agent

 

1st and 2nd  occurrence

 

3rd Occurrence

Warning letter to Agent after 3 occurrence

 

Blacklist the Agent