rfp - shop in shop devices (pdf)

Confidential and for Restricted Circulation of 32

Request for Proposal Device Channel Partner (Shop in shop) 17-Jun-16 Airtel Uganda Limited


CONTACTS

Bharti Airtel Contact

Name Designation Division / Department

Robert Baine

Zonal Sales Manager, Sales and Distribution

Scope of Work Queries

Diana Nitwingana Procurement Executive Commercial Queries

Robinson Walugembe Procurement manager Commercial Queries


1. ABOUT BHARTI AIRTEL ................................................................................................. 4

2. RFP OBJECTIVES .......................................................................................................... 6

3. RESPONSE METHODOLOGY ........................................................................................... 6

RFP TIMELINES .................................................................................................................... 7

EVALUATION CRITERIA ........................................................................................................... 7

PROPOSAL COSTS .................................................................................................................. 8

RIGHT TO REJECT PROPOSAL ................................................................................................... 8

OWNERSHIP OF PROPOSAL AND CONFIDENTIALITY ......................................................................... 9

4. EVALUATION METHODOLOGY ....................................................................................... 9

5. SCOPE OF WORK / SUPPLY SPECIFICATIONS ................................................................10

6. SOLUTION ..................................................................................................................10

PROJECT METHODOLOGY........................................................................................................10

PROJECT TIMELINES..............................................................................................................11

TEAM STRUCTURE ................................................................................................................11

GOVERNANCE MODEL ............................................................................................................11

LEAD TIME TO START SERVICES ...............................................................................................11

SUSTENANCE & SUPPORT NEEDS...............................................................................................12

7. SUPPLIER CAPABILITY (FINANCIALS & MARKET SHARES ETC) ........................................12

MAJOR INDUSTRY ALLIANCES ...................................................................................................12

SERVICE PARTNER LANDSCAPE .................................................................................................12

8. UNIQUE DIFFERENTIATORS .........................................................................................12

9. GENERAL TERMS & ORDERING DOCUMENT ..................................................................12

GENERAL TERMS ..................................................................................................................13

10. COMMERCIALS ............................................................................................................30

A. PRICING MODEL, BUDGET & PRICE ...................................................................................30

B. APPLICABLE TAXES .......................................................................................................32

C. REWARDS & PENALTY ....................................................................................................32


1. About Bharti Airtel

Bharti Airtel Limited is the world’s 4th largest provider of telecommunication services, with significant presence in India; operations spread over 17 countries of Africa, Sri Lanka and Bangladesh. It serves close to 300 million customers globally.

Company provides bouquet of telecommunication services under wireless and fixed line technology, integrated suite of telecom solutions to the enterprise customers and long distance connectivity both nationally and internationally. It also offers Digital TV and IPTV Services. All these services are rendered under a unified brand “Airtel”. The company also deploys, owns and manages passive infrastructure pertaining to telecom operations through its subsidiary and joint venture entities.

Business Divisions

India:

The India operations have two units: B2C (Business to Customer) and B2B (Business to Business) segments. The B2C organization consists of Consumer Business and Market Operations, offering Mobile, Fixed-Line and Digital TV services. India B2C operations are segregated into 8 hubs reporting to the Head – Market Operations. The B2B business unit focuses on serving large corporate and carriers through Bharti Airtel’s wide portfolio of telecommunication solutions.

It also provides 3G services in key cities of India offering host of innovative services to the customers like Mobile TV, video calls, live streaming of videos, gaming along with access to high speed internet.

Bharti Airtel launched India’s first 4G services in Kolkata and Bengaluru. Airtel has launched the service on a state-of-the-art network based on TD-LTE, making India one of the first countries in the world to commercially deploy this cutting-edge technology. The Kolkata launch was followed by launches in Bangalore (May 2012) Pune (October 2012) and Chandigarh (March 2013).

Recently, Airtel’s state-of-the-art Network Experience Centre (NEC) went live. The NEC, which is the first of the its kind facility in India, will be able to monitor Airtel’s network performance across Mobile, Fixed Line and DSL Broadband, DTH, M-Commerce, Enterprise Services, International Cable Systems and internet peering points from a single location. It will monitor all Airtel and partner NOCs and in case of any emergency, the operator will have a 360 degree view of any issue, thereby helping to prioritize actions to restore normalcy and reduce resolution time. This continuous stream of near real time data will in turn enable Airtel to deliver a superior customer experience across its product offerings.

International

AFRICA:

The company offers mobile services in 17 countries across Africa, namely: Nigeria, Burkina Faso, Chad, Congo B, Democratic Republic of Congo, Gabon, Madagascar, Niger, Ghana, Kenya, Malawi, Seychelles, Sierra Leone, Tanzania, Uganda, Zambia and Rwanda. This makes Airtel’s footprint across Africa, the largest amongst all telecommunication service providers in the continent, serving 63.7 million customers across these geographies. It offers wide range of services to the customers, which includes post-paid, pre-paid, roaming, One- Network, Airtel Money, internet services, content, media and entertainment and other non-voice services.


The company is also offering 3G services in 12 countries namely: Ghana, Kenya, Nigeria, Tanzania, Zambia, Congo B, Sierra Leone, Malawi, Uganda, Rwanda, Madagascar and Seychelles, with continued focus on 3G roll out in other countries as well.

SRILANKA:

Airtel Sri Lanka has 1.7 million customers with presence in all 25 administrative districts of Sri Lanka. The company has launched 3.5G services in major towns and has created a nationwide distribution network comprising of over 40,000 retailers.

BANGLADESH:

Airtel Bangladesh has 6.2 million customers and offers mobile services across 64 districts of Bangladesh with a distribution network comprising of around 96,000 retailers across the country. The burgeoning economy of Bangladesh coupled with growing population coverage of nearly 77% presents a unique market opportunity for telecom services.

Public domain information is available on Company Internet website http://www.airtel.in


2. RFP Objectives

The purpose of this RFP is to;

Source a reputable partner that will manage Airtel Devices end to end both in Kampala and

Upcountry

Scale up on Device sales Volumes

To get more Competitive pricing.

End to end Device management

Increase availability of devices in all Airtel outlets

3. Response Methodology

In order to maintain transparency and provide equal opportunity and level playing field to all bidders, Airtel follows a standardized methodology for disseminating information related to RFP and collecting responses and information pertinent to evaluation of vendor bids. There are two authorized methods of submitting responses, queries and any other information related to an RFP response and evaluation. Information and responses submitted by vendors through any other channel shall be considered to be unauthorized and informal information. Such information submitted through other channels may not be considered as an input for evaluation purpose and put the vendor at a disadvantage. Therefore, all partners are advised to carry out all correspondence related to this RFP through the below described authorized channels only. Any change in the RFP specifications or process unless communicated in writing by the authorized contacts specified in this document should be ignored by the vendors as Airtel will reject all responses to unauthorized instructions in the evaluation process.

The authorized channels for RFP correspondence are:

Online Submission:

This is an electronic channel for carrying out the entire RFP related collaboration with Bharti Airtel. Under this method the vendors who are on the bid list for a specific opportunity will be notified by a system alert from Oracle and they are supposed to respond using the link provided in the notification. In some scenarios, participants are allowed to upload their response document and in others, they are supposed to enter responses directly into the online system following the system instructions.

Sealed Submission:

This is a physical channel for carrying out the RFP related correspondence. The date, place and manner of submission are as given below:

PHYSICAL ADDRESS: Hard copies to be delivered to the tender box at Airtel Towers, Plot 16A Clement Hill Road, Kampala. Address to the Procurement Manager, Airtel Uganda Limited.

SEND SOFT COPY TO EMAIL ADDRESS: [email protected]

All correspondence must be only with the authorized contacts mentioned in this document.


RFP Timelines

The timeline for this proposal process is outlined below:

ACTIVITIES Date & Time

Issue RFP to Vendors 17th June 2016

RFP Response Proposal Deadline 24th June 2016

Proposal Presentations To be confirmed

Contracting & Commercial closure To Be Confirmed

Evaluation Criteria

Proposals received in the proper time frame and in compliance with bidding instructions from vendors who can provide evidence that they are competent and have the necessary facilities, experience, organization, and financial capacity to fulfil the requirements of Bharti Airtel will be evaluated by Bharti Airtel. This RFP describes Bharti Airtel requirements and desired response format in sufficient detail to secure comparable proposals. All respondents are required to adhere to word limits, formats prescribed in the RFP for their responses. Not adhering to the response format guidelines and limits may put the response at a disadvantage during the evaluation. All information requested must be submitted, or alternatively, a statement giving the rationale of the vendor for not submitting requested information must be provided. Bharti Airtel may, if it deems it to be in its best interest, take such statements into consideration in determining the responsiveness of the proposal. All statements and information provided in the RFP response will be treated as authentic and duly authorized by the responding organization. Providing false, incorrect, misleading or unauthorized information as a part of the response will lead to summary rejection without any further considerations.

Bharti Airtel reserves the right to contact any vendor in order to clarify any point in a response or to obtain further information required to evaluate a response. The vendor’s failure to respond to such a request may result in its disqualification from further consideration.

The final award will be made subject to the execution of a binding agreement to the vendor offering the solution by Bharti Airtel to best meet Bharti Airtel current and future business and technology requirements. Bharti Airtel shall be the sole judge in making such determination. Although cost is a major concern, it will not be the sole factor considered. The final selection will be made largely on the basis of best value from among the vendors proposing the best overall solution to Bharti Airtel. Bharti Airtel shall decide the best value on the basis of, among other things, the best match between business needs and vendor capabilities at a reasonable price, and previous relevant successful industry experience. The determination of the scope of services to be provided by the selected vendor shall be at the sole discretion of Bharti Airtel.


The specific criteria used for preliminary evaluation and short listings are as follows:

Evaluation Criteria Criteria Description Weightage

Legality, reputation and bidder capability.

Is the vendor a legal entity? Share:

Articles and memorandum of association

Trading license

Certificate of Incorporation

Tax Clearance certificate from URA

Tax Registration certificate

Company profile

20%

Industry Experience and Service Level commitment

Experience in the industry Share references. Recommendation letters from at least 3 reputable companies.

35%

Commercials Financial stability

Is the vendor’s price proposal competitive?

Is the vendor of good financial stand?

Share the cash flow statement.

40%

Completeness of submission Did the vendor comply with the directions as outlined in the RFP? Is their proposal include clear, readable & the material easy to follow?

5%

TOTAL 100%

Proposal Costs

Issuance of this RFP does not obligate Bharti Airtel to procure the services proposed. All costs directly or indirectly related to preparation of a response to this RFP or any presentation required to supplement and/or clarify a proposal which may be required by Bharti Airtel shall be the sole responsibility of and shall be borne by each vendor. Bharti Airtel will not be responsible for reimbursing any vendor for any cost incurred in the preparation of the requested information, even if Bharti Airtel withdraws this RFP without awarding a contract. By submitting a proposal, each vendor waives the right to bring an action against Bharti Airtel for damages based on or arising out of this RFP, the bidding process or the award of any contract based thereon.

Right to Reject Proposal

Bharti Airtel reserves the right to reject any and all proposals, to waive any technical or formal defects therein, and to award the bid to other than the lowest bidder, according to its judgment of its best interest. Any waiver shall not modify any remaining RFP requirements or excuse the vendor from full compliance with the RFP specifications and other contract requirements if the vendor is awarded the


contract. Bharti Airtel expressly reserves the right to award all, any part of, or none of the services, and to enter into negotiations with other vendors for all, any part of, or none of the services addressed by this RFP. False, incomplete or unresponsive statements in connection with a proposal may be sufficient cause for its rejection.

Bharti Airtel reserves the right to withdraw this RFP at any time and for any reason and to issue such clarifications, modifications, and/or addenda, as it may deem appropriate. Ownership of Proposal and Confidentiality

Ownership of Proposal and Confidentiality

All materials submitted in response to this RFP shall become the property of Bharti Airtel.

Information pertaining to Bharti Airtel obtained by the potential vendor as a result of its participation in relation to this RFP are the information pertaining to the vendor’s response thereto obtained by Bharti Airtel are subject to the confidential agreement between Bharti Airtel and the vendor relating to the RFP. Notwithstanding anything to the contrary in the confidentiality agreement between the parties, if the vendor desires to release any of this information to a third party publisher for the purpose of preparing for its proposal, the vendor must obtain prior written consent of Bharti Airtel.

4. Evaluation Methodology

A short list will be prepared based on the assessment of RFP responses submitted by the vendors. This

will be based on highest scores achieved by the participating vendors. Bharti Airtel reserves the right

eliminate none or all of the responses from further evaluation based on the assessment of responses.

Results of the preliminary assessment shall be informed to all participants and further instructions for

detailed presentations, clarifications, reference checks and commercial negotiations shall be issued to

successful vendors.

Vendors succeeding to reach the short list after preliminary evaluation may be invited for detailed

discussions.

Once Airtel Uganda Limited has validated and ascertained the solution and solution provider capabilities

after these detailed presentations, they may be required to participate in a Reverse Auction for deciding

the best possible prices for the offering. It is assumed that all vendors responding to this RFP implicitly

agree to this method of price negotiation with Airtel. Vendors not willing to participate in a reverse

auction for price negotiation need not respond to the RFP.


5. Scope of Work / Supply Specifications

a. Provide a wide range of devices in Airtel touch points from various vendors as per the

agreed terms and conditions

b. Demonstrate / share a proposal of the distribution model intended to be used.

c. Inventory management of devices on behalf of Airtel to all the selected outlets including

logistics, channel management, Warehousing and distribution.

d. Effective planning in terms of Device forecasts, Life cycle management and offering

quality devices as per agreed terms and conditions

e. Provide after sales service including but not limited to warranty repairs and faulty

replacements.

f. Extend customer experience and sensitization about Airtel products at Airtel touch points

g. Forecasting to avoid any stock out situations of key models in the shops.

h. Device displays and experiential services.

i. Consumer education on devices.

MANAGEMENT PROCESS – DEALER MANAGED STORES

j. The Partner will be required to have an ERP system (Billing and tracking IT platform) in

place to monitor sales.

k. Tri – party agreement between Vendor, Dealer and Airtel.

l. Vendor will be allocated space for a sales agent and devices display in a dealer outlet.

m. Airtel to define Device KPIs for distributors in terms of pricing/ranging and Vendor will be

solely responsible to ensure device stocking and selling in all the selected outlets.

n. Vendor will purchase stock from Airtel stores at a dealer price and ensure delivery to the

outlets as defined by Airtel.

o. Vendor is at liberty of disposing devices to other outlets in case phones have not moved

within a period of 60 days as per the agreed terms and conditions.

p. All devices will be sold at the RRP and all parties will be subjected to an agreed margin

per device sold.

6. Solution

Project Methodology

We want to understand the Vendor’s methodology to major projects. Using project lifecycle states,

describe methodologies, approaches and best-practices that are employed by your organization. The

Vendor shall describe the project Implementation Approach and the different project phases.


Within each phases, Vendor should provide a description of the activities performed and the

deliverables

Project Timelines

The Vendor shall provide a detailed project plan describing key activities, KPIs, milestones including all

project phases.

Team Structure

The Vendor(s) proposal shall include an organization structure, proposed team members and a

description of their roles within the project. The proposed team shall include a Project Manager and

must name the persons who are committed to the project.

Bharti Airtel requires Vendor(s) to provide CVs for all their proposed team members. The CVs provided

must indicate clearly the expertise and experience each team member possesses, which is relevant to

the scope of work.

Governance Model

Given the organizational structure of Airtel business, please propose one or more Project governance models that are cost effective and will enable Project team to react quickly to the needs of each business unit. For each of the governance models that you propose:

1. Describe the organizational structure(s) and organizational model(s) that will best support this governance model

2. Describe the benefits and risks of the governance model 3. Describe the roles and responsibilities within the governance organization 4. Describe the standard operating procedures for the governance organization’s

interfaces with you 5. Describe any tools required by you or recommended by you to support the governance

model 6. Describe the organizational structure within your company that will support the

governance model 7. Describe your roles and responsibilities that you assume in the governance model 8. Describe your internal processes and tools that you will use to support the governance

model

Lead Time to start services

Vendors are requested to share the details for deploying the implementation team once the contract is

signed.


Sustenance & support needs

Describe what you feel will be Sustenance & support needs for success of the debt collection services

provision to Airtel Uganda.

7. Supplier capability (Financials & market shares etc)

Provide the following information:

Company Name

Corporate Headquarters

Address

In business since

Revenue and Profit for the past 5 years

Major industry alliances

The vendors should site and highlight the major industry alliances and tie-ups. This will help in

understanding the landscape of integration capabilities.

Service partner landscape

The vendor should provide the details of the service partner landscape and tie-ups relevant to the

requirements.

8. Unique Differentiators

Vendor to share brief explanation regarding what sets their proposed service offer different from the

rest of the market

9. General Terms & ordering document

Below are the terms on which Bharti Airtel engages with its partners. All participating vendors are

required to confirm their compliance to these terms in writing as a part of the response to this RFP.

Non-compliance may lead to summary rejection of proposals. If there are any specific reasons for which


the respondent wants to request a deviation from these terms, it must do so as a part of this response.

Any requested deviation will be interpreted as an expression of inability to work on the terms specified

by Bharti Airtel and may lead to disqualification. Each deviation request will lead to negative credits in

the evaluation.

Airtel General Terms Reference #

General Terms

These General Terms are between Airtel Uganda Limited (“Airtel”) and the party identified in the

signature block (“Partner”).

(Airtel and Partner, collectively referred to as “Parties”, and individually as “Party”, and includes their

respective successors and permitted assigns)

(A) Airtel is in the business of providing telecom and other services.

(B) Airtel seeks to engage Partner for providing the Deliverables.

(C) Partner represents it is adequately experienced, qualified, equipped, organized and financed to provide the Deliverables, and agrees to provide the same to Airtel.

(D) Airtel, relying on the representations, warranties and covenants of Partner, has agreed to appoint Partner to provide the Deliverables, on a non-exclusive basis, upon the terms conditions set out here.

The Parties agree as follows:

1. Interpretation and Priority

1.1 Interpretation. Unless specified otherwise:

(a) “include” means “including without limitation”;

(b) reference to a statute or a statutory provision will include amendments, modifications, re-enactments and consolidations of the same made from time to time;

(c) singular includes plural, and vice versa;

(d) reference to a gender includes the other gender;

(e) references to any time of day are to East African Standard Time;

(f) The Parties have negotiated this Agreement in good faith and have jointly drafted this Agreement; accordingly, the rule of construction that an agreement should be interpreted against the party responsible for drafting it will not apply to this Agreement.

1.2 This Agreement consists of the following:

(a) These General Terms; and,

(b) The Ordering Document(s) signed by the Parties, referencing and attached to these General Terms.


1.3 The following Schedules are attached to these General Terms:

Schedule GT-1: Bharti Information Security Policy

Schedule GT-2: Bharti Code of Conduct for Business Associates

Note: These schedules will be shared with the RFP document

1.4 Priority. If there is a conflict among the terms of the various documents within this Agreement:

(a) to the extent the conflicting provisions may be reasonably interpreted in a manner consistent with each other, such consistent interpretation will apply;

(b) provisions in the General Terms or the Ordering Document will override those in any schedules attached to them;

(c) with reference to each Ordering Document, the terms of the Ordering Document will override these General Terms;

(d) This Agreement will override any standard documentation provided by Partner.

2. Ordering Document

The Parties may enter into several Ordering Documents under these General Terms. Each

Ordering Document and its schedules (read along with these General Terms) will specify the

terms and conditions specific to the transaction, including a tenure and additional

representations, warranties and obligations.

3. Purchase Orders

3.1 For ordering the Deliverables under an Ordering Document, Airtel will issue Purchase Order(s) to Partner.

3.2 Airtel’s obligation to procure the Deliverables will arise only after Airtel issues a Purchase Order. Airtel will be under no obligation to issue Purchase Orders for procuring any minimum quantity of Deliverables.

3.3 Partner will confirm its acceptance of the Purchase Order in writing within two (2) Business Days of the Purchase Order date, failing which such Purchase Order will be deemed accepted.

3.4 The terms of the Agreement will be deemed to be incorporated into each Purchase Order.

3.5 Any standard terms in Airtel's Purchase Order, and any standard terms in Partner's acknowledgement of that Purchase Order, will be void;

4. Terms of Delivery

4.1 Partner agrees to provide the Deliverables in accordance with the Ordering Document and all its Schedules. If applicable, Partner will also provide all necessary Documentation along with the Deliverables.

4.2 Time is of the essence of this Agreement. Partner will comply with all delivery schedules and timelines agreed under the Ordering Document.


4.3 If required by Airtel, Partner will coordinate and cooperate with other vendors and service providers of Airtel as reasonably required by Airtel.

4.4 Compliance.

(a) Partner will, and will ensure that the Deliverables will, at all times comply with the BISP as attached in Schedule GT-1.

(b) Partner will comply with all Applicable Laws while performing its obligations under this Agreement. Partner will obtain, maintain and comply with, throughout the Tenure, at its own cost, all Applicable Clearances necessary for it to perform its obligations under this Agreement.

4.5 Partner’s Contract Manager. Partner will appoint and designate one Contract Manager. Partner may replace the Contract Manager with five (5) days’ written notice to Airtel. The Contract Manager will be authorized to bind Partner by his acts for all purposes of this Agreement. Any notices, approval and consents given to or received from the Contract Manager will have the same effect as if given to or received from Partner.

4.6 Subcontractors. Unless specified otherwise in the Ordering Document, Partner may use subcontractors in the performance of its obligations under this Agreement, provided that (a) Partner will ensure that the subcontractors comply with all of Partner’s obligations under this Agreement, and (b) Partner will always remain primarily and fully responsible for all acts, defaults and omissions of such subcontractors. Engagement of subcontractors by Partner will not create any contractual relationship between Airtel and the subcontractor, nor will it relieve Partner of its obligations or liability under this Agreement. If Airtel reasonably believes that any subcontractor engaged by Partner is not compliant with the terms of this Agreement, Airtel may instruct Partner to remove such subcontractor. Partner agrees to comply with such instructions.

5. Price and Payment Terms

5.1 Price. In consideration of the Deliverables, Airtel will pay to Partner the Price in accordance with the payment milestones set forth in the Ordering Document.

5.2 Taxes. Unless specified otherwise in the Ordering Document:

(a) The currency of the Price will be Ugandan Shillings (UGX).

(b) The Price will not be subject to any increase for the Tenure.

(c) The Price will be inclusive of all Taxes, which will be the sole responsibility and liability of Partner. If Airtel is required to pay any Taxes on the Price, Partner will provide Airtel such information as Airtel may reasonably request for paying such Taxes.

(d) Before paying the Price, Airtel will be entitled to withhold or deduct tax at source in accordance with Applicable Laws. In such cases, Airtel will provide Partner an appropriate ‘Tax Deducted at Source’ certificate.

5.3 Invoicing. Partner will raise correct, commercially acceptable, valid and complete invoices along with relevant supporting documents. Partner will ensure that the invoices are compliant with Applicable Laws. All invoices to be delivered to the central Airtel Invoice receipt location: the Invoice Box located at the reception at Airtel Uganda offices, Plot 16A, Clement Hill Road.


5.4 Airtel will notify in writing any discrepancy in an invoice within a period of 30 days of receipt of such invoice. Partner will raise a revised invoice for the undisputed amounts and Airtel will pay the same in accordance with this Agreement. Payment disputes will be resolved through the Governance Framework. If no Governance Framework is specified, the dispute will be decided in accordance with Clause 15.

6. Most Favoured Customer

6.1 If Partner offers to any third party any product or service that is the same as or substantially similar to the Deliverables at a price lower than the Price (“Lower Price”), Partner will inform Airtel promptly (but not later than 7 days) after such offer, and the Price will be equitably adjusted to provide Airtel the benefit of the Lower Price. Such Lower Price will apply with regard to all Deliverables that are supplied after Partner has offered the Lower Price to a third party (“Lower Price Offer Date”).

6.2 If Partner does not offer the Lower Price to Airtel for the Deliverables, or does notify Airtel of such Lower Price in accordance with Clause 6.1, and Airtel has paid the original Price for Deliverables supplied to it after the Lower Price Offer Date, Airtel may set off or deduct the differential from any future payment due to Partner under this Agreement or under any other agreement, or may recover such sums from Partner as a debt due to Airtel.

7. Representation and Warranties

7.1 Partner’s

Partner represents to Airtel that:

(a) Partner is not subject to any obligation that would prevent it from entering into this Agreement, and has obtained all Applicable Clearances for the conduct of its business and to execute, deliver and perform its obligations under the Agreement;

(b) No Claim is threatened or pending before any arbitrator or Government Authority, and no order, judgment, injunction, award, or settlement has been issued, pending or outstanding, with regard to Partner entering into the Agreement;

(c) Partner owns, or has all necessary rights in (including the authority to grant to Airtel the right to use), all Intellectual Property Rights in the Deliverables, free of all liens. Airtel will not, at any time, require any additional license or permits from third parties for use of the Deliverables; and,

(d) No actual or threatened Claims exist against Partner alleging infringement of third party Intellectual Property Rights in relation to the Deliverables such that it will restrict or prohibit (i) Airtel’s use of the Deliverables, or (ii) performance of Partner’s obligations under this Agreement.

7.2 Mutual

Each Party represents to the other Party that:


(a) it is duly incorporated or established under the laws of its jurisdiction and has all requisite power and authority to own and operate its business;

(b) it has not suffered an Insolvency Event;

(c) it has the full legal capacity and power to enter into, exercise its rights under and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement has been authorized by all necessary corporate and organizational actions; and

(d) It has duly executed this Agreement, which forms a legal, valid and binding obligation, enforceable in accordance with the terms of this Agreement.

7.3 Deliverables warranty

Partner warrants that:

(a) It will perform its obligations and provide the Deliverables in accordance with the terms of this Agreement and Good Industry Practices.

(b) The Deliverables will materially conform to the Specifications at all times.

8. Term and Termination

8.1 This Agreement will come into full force and effect from the Effective Date and will continue unless terminated in accordance with this Clause 8.

8.2 Without prejudice to other provisions of the Agreement:

(a) Airtel may terminate this Agreement or an Ordering Document by providing a written notice to Partner if:

(i) Partner commits a material breach of this Agreement and fails to rectify the same within 30 days of Airtel’s written notice of the breach. Such notice will specify in reasonable detail the nature of the material breach;

(ii) Partner suffers an Insolvency Event; or

(iii) Partner suffers a change of Control, or the whole or substantial part of Partner's business is transferred to a third party, as a consequence of which Partner is or is likely to become (in the reasonable opinion of Airtel) unable to perform its obligations under the Agreement.

(b) Partner may terminate an Ordering Document by providing a written notice to Airtel if

(i) Airtel fails to pay the amounts due and owing (and not disputed) under an Ordering Document for a period of 90 days from the original due date; or

(ii) As specified in an Ordering Document.

(c) Partner may terminate this Agreement if Airtel suffers or incurs an Insolvency Event.

(d) Airtel may elect to terminate the Agreement or any Ordering Document, for convenience, by providing 30 days’ written notice to Partner.

Consequences of Termination


8.3 Upon termination or expiry of this Agreement or an Ordering Document, each Party will promptly return or destroy (and certify in writing the destruction of) the Confidential Information of other Party (including Personal Data) relating to this Agreement or the specific Ordering Document (as applicable), provided that each Party may retain such Confidential Information as is necessary to comply with Applicable Laws or which is required to substantiate compliance with this Agreement, provided that such information will continue to remain subject to the confidentiality obligations under this Agreement.

8.4 Termination or expiry of this Agreement or an Ordering Document for any reason will be without prejudice to (i) any accrued rights and remedies of either Party; (ii) any rights or obligations of the Parties that are intended to survive termination; (iii) rights and obligations of the Parties under all issued Purchase Orders for the Deliverables which have been Accepted by Airtel (if Acceptance is applicable); (iv) rights and obligations of the Parties under a subsisting Purchase Order.

8.5 All fully paid licenses in the Deliverables and the Documentation will survive termination or expiry, unless the Agreement has been terminated by Partner for Airtel’s material breach of the licensing terms in accordance with the relevant Ordering Document. If the Agreement is terminated for the material breach of Partner, Airtel may require Partner to provide all such materials including the source code in the software component of the Deliverables, so that Airtel may continue to use the Deliverables in accordance with the Agreement.

8.6 Upon expiry or termination of the Agreement or an Ordering Document, Partner will provide Transition if specified in the relevant Ordering Document.

9. Confidentiality & Data Protection

9.1 Confidentiality

(a) Subject to Clause 9.1(b), each Party will keep confidential all Confidential Information of the other Party, not use the other Party’s Confidential Information for any purposes other than as required under this Agreement, and will ensure that its Representatives do not disclose to any person any Confidential Information of the other Party at any time, or make or authorise any public or private announcement or communication concerning the Agreement. Receiving Party will also ensure that its Representatives are provided access to Confidential Information only on a need-to-know-basis and solely for the performance of this Agreement.

(b) Confidential Information will not include information (i) that is or becomes a part of the public domain through no act or omission of the other Party, or (ii) that the other Party can demonstrate by competent evidence (A) was in its lawful possession prior to the disclosure and had not been obtained by it either directly or indirectly from the disclosing Party, (B) was lawfully disclosed to it by a third party without restriction on disclosure, or (C) is independently developed by it.

(c) Each Party agrees not to disclose each other’s Confidential Information to any person other than those specified in the following sentence. Each Party may disclose Confidential Information only to those Representatives who are required to protect it against unauthorized disclosure in a manner no less protective than under this Agreement. Nothing will prevent either Party from disclosing the terms or pricing under


this Agreement or orders submitted under the Master Agreement in any legal proceeding arising from or in connection with the Agreement. A Party may disclose Confidential Information to a Government Authority as required by law, provided, prior to such disclosure, and promptly upon receiving the disclosure request, but to the extent legally permissible, the receiving Party provides notice to the disclosing Party about such disclosure requirement and assists the disclosing Party in resisting such disclosure. Confidential Information disclosed to a Government Authority will continue to remain subject to confidentiality obligations.

9.2 Data Protection

(a) In the course of providing the Deliverables, Partner and its Representatives may obtain access to Personal Data. Such Personal Data will be considered Confidential Information of Airtel.

(b) If Partner receives any Personal Data from Airtel, it will protect the same in accordance with Clause 9.1. Any disclosure of Personal Data by Partner to its Representatives (only if required), including by way of cross-border disclosure, must be in accordance with this Clause 9.2 and Applicable Laws (including any laws relating to remote access of Personal Data).

(c) In relation to the foregoing, if Airtel provides, or Partner otherwise receives, Personal Data:

(i) Partner will secure Personal Data by implementing all reasonable technical and organisation measures in accordance with industry best practices (including placing adequate access controls, such as allowing access to Personal Data only through password-protected accounts) for preventing any unauthorised or unlawful access to, or accidental loss, damage or destruction of, such Personal Data. Partner will promptly notify Airtel in writing on becoming aware of any breach of the foregoing.

(ii) Partner will not provide or give access to, share, sell, part with or transfer to any third party or place outside Airtel, either physically or remotely, any Personal Data or any profiling information, usage patterns, accounting information, tariff plans, telephone and mobile numbers of Airtel’s subscribers, unless specifically required to be disclosed under Applicable Law.

(iii) Partner and its Representatives will collect, access, use, maintain or process Personal Data solely to fulfil its obligations under this Agreement. Such Representatives’ access to Personal Data will be only on a read-only basis and they will not be allowed to print or download any Personal Data. Partner will ensure that all Personal Data permanently resides in Airtel and may be accessed only from within Airtel. Partner or its Representatives acknowledges that Airtel will exclusively determine the purpose of the processing of Personal Data. Partner will process the Personal Data solely in accordance with Airtel’s written instructions and the terms of this Agreement.

(d) Partner will comply with Applicable Laws as a processor of Personal Data on behalf of Airtel, such as the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules 2011, the Information Technology Act, 2000 and any rules thereunder, and all Airtel privacy policies and


guidelines that are made available to Partner regarding collection, access, use, disclosure and security of Personal Data.

(e) Partner will not be authorized to conduct any form of direct marketing (through any mode of communication) related to Airtel or any Airtel Affiliates, or their products or services, using the Personal Data. Partner will be fully responsible for any unauthorized collection, access, disclosure and use of Personal Data and will immediately notify Airtel regarding any such unauthorized actions. Partner will assist Airtel in investigating any such breach and handling related Claims.

9.3 Partner acknowledges that a breach of his Clause 9 may result in irreparable harm to Airtel for which monetary damages may not provide a sufficient remedy. Accordingly, Airtel may seek monetary damages, equitable relief or injunctive relief in relation to such breach.

9.4 Clause 9.1 and Partner’s obligations under it will continue for 3 years after expiration or termination of this Agreement. Clause 9.2 and Partner’s obligations under it will continue after expiration or termination of this Agreement in perpetuity.

10. Indemnity

10.1 Without prejudice to Airtel's right to be indemnified contained elsewhere in this Agreement, if:

(a) a Government Authority imposes fines or penalties as a result of Partner's failure to, comply with Applicable Laws, or procure, maintain and comply with Applicable Clearances;

(b) any claim is made against Airtel due to bodily injury, death or damage to property caused by Partner’s negligence;

(c) any claim is made against Airtel by a third party alleging that the Deliverables infringe the Intellectual Property Rights of such third party;

then Partner will defend Airtel, the Authorized Affiliates and their respective Representatives

against such claim at Partner’s expense and will pay all damages that a court awards or any

settlement amount that is approved by Partner (approval not to be unreasonably withheld or

delayed), and the reasonable costs (including attorney’s fees) incurred by Airtel.

10.2 If the Deliverables, or any portion thereof, or Airtel’s use of the same is subject to an infringement claim or is enjoined, Partner, at its own cost, and in addition to indemnifying Airtel as provided in Clause 10.1 above, will: (a) obtain for Airtel the right to continue to use the same in the manner permitted under the Agreement; or (b) modify the same in a manner that makes it non-infringing without degrading performance, functionality or quality; or (c) replace the same with a compatible, functionally equivalent, and non-infringing substitute in a manner that does not degrade performance, functionality or quality. If Partner is unable to offer either of the above options, Partner will promptly provide Airtel a full refund of the Price of such Deliverables paid by Airtel.

10.3 For claiming indemnification under Clause 10.1, Airtel will notify Partner promptly on becoming aware of a claim. Upon receipt of such notice, Partner will be obligated to assume control of the defence or settlement of the claim (to the extent legally permissible) and Airtel will reasonably


cooperate with Partner for such defence or settlement at Partner’s cost. Airtel will also have the right to participate in the settlement or defence of such claims at its own expense. However, if Partner is legally prevented from assuming control of the defence of, or does not so elect to, or having elected to assume control, subsequently fails to proceed with the settlement or defence of such claims, Airtel will be entitled to assume such control, and all costs and expenses incurred by Airtel in such defence or settlement will also be subject to its indemnity protection and recoverable from Partner. In such a case, Partner will be bound by the results obtained by Airtel with respect to defence or settlement of such claims and will promptly make all payments to keep Airtel indemnified.

11. Limitation of Liability

11.1 Subject to Clause 11.3, neither Party will be liable to the other Party for any indirect, incidental, consequential or special damages or loss, or for any lost profits or business opportunities, whether arising under contract (including fundamental breach), tort (including negligence) or any other legal theory, even if foreseeable or even if such Party has been advised of the possibility of such damage or loss.

11.2 Unless a different amount is specified in an Ordering Document, but subject to Clause 11.3, the maximum aggregate liability of Partner in relation to an Ordering Document, will not exceed the total Price payable by Airtel under all Purchase Orders issued under the relevant Ordering Document.

11.3 No exclusion or limitation of Partner's liability will apply to any liability for death or bodily injury, infringement of Intellectual Property Rights (including any third party claims of infringement), breach of confidentiality and data protection obligations, wilful default and negligent acts.

11.4 The maximum aggregate liability of Airtel under an Ordering Document, whether arising under contract (including fundamental breach), tort (including negligence), under an indemnity, under statute or any other legal theory, will not exceed the value of any unpaid amounts under Purchase Orders issued under the relevant Ordering Document.

12. Code of Conduct

12.1 Partner hereby agrees and undertakes that it will fully comply with the applicable provisions of Airtel’s Code of Conduct (“Code of Conduct”) attached as Schedule GT-2. In addition, Partner will:

(a) adopt and implement specific policies and procedures (“Partner Policies”) aimed at ensuring compliance with this Clause;

(b) directly deal with Airtel in relation to all business and commercial matters and will not, unless approved by Airtel in writing, use or retain any agent or intermediary, by whatever name called, for purposes of obtaining any business from or establishing any commercial relationship with Airtel or otherwise;

(c) be responsible for ensuring that all its Representatives are in full compliance with the applicable provisions of Partner Policies and the Code of Conduct;

(d) allow audits to be conducted by a third party appointed by Airtel for the purposes of monitoring compliance with the relevant provisions of this Clause, provided that Airtel provides at least 10 days advance notice of such audit to Partner;


(e) on the 31st day of January every year, furnish a duly executed Annual Certificate of Compliance in the form provided in Schedule GT-2 of the Agreement; and,

(f) At the reasonable request of Airtel, share documents and render all necessary assistance to Airtel for the purposes of investigating any violation or infraction of the provisions of this Clause, and will take all requisite remedial measures including but not limited to termination of employment of any individual who Airtel reasonably believes to have violated this Clause.

12.2 Notwithstanding anything contained in the Agreement and in addition to the other rights of Airtel in law and under the Agreement, in the event that Airtel reasonably determines that Partner has violated any provision of this Clause, Airtel will be entitled to require Partner to, and Partner will, take all steps necessary to restitute Airtel, and in addition also require Partner to pay to Airtel penalties or other punitive consequences as are reasonably determined by Airtel, not exceeding 20% of the value of the total Purchase Orders issued by Airtel under the Agreement.

13. Force Majeure

13.1 No failure or omission by a Party (“Affected Party”) to carry out or to perform any of the terms or conditions of the Agreement will give the other Party a claim against the Affected Party, or be deemed a breach of the Agreement, if and to the extent that such failure or omission arises as a result or consequence of a Force Majeure Event.

13.2 The Affected Party will promptly, and in any case within 3 days or as soon as reasonably possible, notify the other Party of the nature and anticipated duration thereof and thereupon will be excused from performing such obligation for so long as the Force Majeure Event continues and will use all reasonable endeavours to resume performance of the obligation as soon as reasonably possible.

13.3 If any Force Majeure Event affects the performance of obligations of any Party, such Party will make all commercially reasonable efforts to mitigate the effect of the Force Majeure event.

13.4 Where a Force Majeure event materially prevents a Party’s performance for a continuous period of 30 days, Airtel may terminate the relevant Ordering Document with 15 days’ written notice.

14. Relevant Records Retention

14.1 Partner will maintain complete and accurate Relevant Records and keep the same accessible until the date which is the later of (a) the date which is the earliest date specified by Applicable Laws, (b) the date when all matters arising from or in connection with the relevant Ordering Document or that Relevant Record have been finally concluded by agreement of the Parties, or (c) the date when that Relevant Record is no longer required to be stored under Airtel’s records retention policy as notified to Partner from time to time (“Retention Period”). Partner will promptly provide such Relevant Records to Airtel upon request.

14.2 Relevant Records will be deemed to be Airtel’s Confidential Information for the purposes of this Agreement.

15. Governance and Dispute Resolution


15.1 To the extent that any dispute, constraint, difference or disagreement arises in relation to, implementation of the terms of this Agreement or an Ordering Document, or its validity, interpretation, execution, performance or termination (“Dispute”), such Dispute will be resolved in the first instance through the Governance Framework specified in the relevant Ordering Document. Either Party will be entitled to refer a Dispute for resolution in accordance with the Governance Framework.

15.2 If either Party wishes to raise a Dispute under the Agreement (notwithstanding reference to the Governance Framework, where applicable), the Party wishing to raise the Dispute will notify the other in writing and, within five (5) Business Days of a Party receiving notice from the other Party, the Parties will ensure that their senior representatives meet with a view to resolve the same.

15.3 If no settlement in relation to a Dispute can be reached (a) through the Governance Framework, or (b) where invoked, in accordance with Clause 15.2 within 30 days of the first written communication of the Dispute from either Party to the other, then the Dispute will may be referred for resolution by either Party to the senior most management executives of each Party (“Senior Executives”).

15.4 If any Dispute is not resolved by the Senior Executives within 30 days of either Party referring a Dispute under Clause 15.3, either Party will be entitled to refer the Dispute to arbitration by a notice to the other Party, to be finally resolved in the manner set out in this Clause 15.4, and the rights and obligations of the Parties will remain in full force and effect pending the award in such arbitration proceeding. Such Dispute will be resolved by three arbitrators. Each Party will appoint one arbitrator and the two arbitrators so appointed will appoint the presiding arbitrator. The seat and place of arbitration will be New Delhi. The language of arbitration will be English. The arbitration will be conducted in accordance with the Arbitration and Conciliation Act, 1996. The award of the arbitrators will be final and binding on the Parties and will be enforceable in accordance with its terms.

16. Notices

16.1 Any notice, demand, consent or other communication (“Notice”) given or made under the relevant Ordering Document:

(a) will be in writing and signed by an authorized officer of the sender;

(b) will be delivered to the intended recipient by prepaid post or by hand or fax, to the address or fax number provided below:

To Airtel:

Airtel Uganda Limited

Airtel Towers

Plot No 16A, Clement Hill Road

Attn: Director Legal & Regulatory and Director SCM

To Partner:


At the address specified in the signature block and in the Ordering Document

or the address or fax number last notified by the intended recipient to the sender (along

with a copy of such notice or communication by electronic email to e-mail addresses

provided above or last notified by the intended recipient)

(c) Any Notice given or made under the Agreement will be taken to be duly given or made in the case of delivery in person, when delivered; in the case of delivery by post, five (5) Business Days after posting; and in the case of fax, on receipt of a transmission control report from the dispatching fax machine showing the number of pages, destination fax number and name of recipient, indicating that the transmission has been made without error.

17. Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of Uganda,

without regard to any conflict of laws rules.

18. Miscellaneous

18.1 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to its subject matter and supersedes any and all prior agreements, either oral or in writing, between the Parties with respect to the subject matter hereof.

18.2 Severability.

(a) If any term of the Agreement is held by a Government Authority of competent jurisdiction to be contrary to Applicable Laws, then the remaining terms of the Agreement or the application of such provision to persons or circumstances other than those as to which it is illegal, invalid or unenforceable will not be affected thereby, and each such term of the Agreement will be valid and enforceable to the extent granted by Applicable Law.

(b) If any provision of the Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with such modification(s) as may be necessary to make it valid.

(c) If an illegality, invalidity or unenforceability is so fundamental as to prevent the substantial accomplishment of the purpose of the Agreement, including where a change in Applicable Law materially impacts the ability of either Party to perform its obligations or enforce its rights under the Agreement, the Parties will promptly commence negotiations in good faith to reach agreement on how to remedy such illegality, invalidity or unenforceability.

(d) To the extent the Parties have reached agreement on the remedy in accordance with Clause 18.2(c), each Party will do and execute, or arrange for the doing and executing of each necessary act, document and thing reasonably within its power to implement and give effect to this Agreement (including to give effect to the provisions of Section 18.2(c)).

18.3 Survival. The provisions of this Clause, and any provisions relating to licenses, indemnity, governing law, jurisdiction, arbitration, confidentiality, intellectual property rights and other


provisions that by their nature survive expiry or termination, and those representations and warranties that are required to supplement the above Clauses for making them effective, will survive the expiry or termination of the Agreement or the Ordering Document.

18.4 No Waiver. No failure to exercise or any delay in exercising any right, power or remedy by a Party under the Agreement will operate as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that waiver unless made expressly in writing.

18.5 Amendments. No amendment or variation of the Agreement is valid or binding on a Party unless made in writing and executed by the authorized representatives of both Parties.

18.6 Relationship. The relationship between Airtel and Partner is that of independent contractors dealing at arm’s length and nothing in the Agreement or an Ordering Document will constitute the Parties as partners, joint venture or co-owners, or constitute either Party as the agent, employee or representative of the other. Partner acknowledges that it has been appointed by Airtel as a non-exclusive contractor and that nothing contained in this Agreement or the Ordering Document will operate to prevent Airtel from engaging any other person to supply a product or perform the scope of work that is the same as or similar to that under this Agreement or an Ordering Document.

18.7 Language. The language of the Agreement, all oral and written communication related to the Agreement, reports and other documents required to be submitted in accordance with the Agreement, will be in English.

18.8 Counterparts. This Agreement may be executed in any number of counterparts, whether signed originally or reproduced by facsimile, each of which will be deemed to be an original, and all of which will constitute one and the same instrument.

18.9 Assignment. Partner will not assign or transfer the whole or any part of this Agreement or any benefit, interest, obligation or liability in or under the Agreement without the prior written consent of the Airtel. Airtel will be entitled to assign the Agreement to any of its Affiliates or successors in interest, without prior consent of Partner.

18.10 Specific Performance. Partner agrees that damages may not be an adequate remedy for Airtel under the Agreement, and Airtel will be entitled to an injunction, restraining order, right of recovery, specific performance or such other equitable relief to restrain Partner from committing any violation or to enforce the performance of the covenants, warranties or obligations contained in the Agreement.

19. Definitions

The following words and expressions appearing in these General Terms in capitalized text will

have the meanings assigned to them below, except where the context requires otherwise, or if

defined differently in the Ordering Document. Any other capitalised term in these General

Terms, unless the context requires otherwise, will have the meaning ascribed to such term

within these General Terms.

(a) Affected Party will have the meaning specified in Clause 13.1;


(b) Affiliate will mean and include, in respect of a person, any person existing as of the date of this Agreement or at any time in the future who, is Controlling, Controlled by, or is under the common Control of the person; and in case of a person who is a natural person, any relative of such person;

(c) Agreement means these General Terms and the Ordering Document(s) and all recitals and Schedules attached to them;

(d) Applicable Clearances will mean all necessary authorisations, licenses, exemptions or concessions required under Applicable Laws;

(e) Applicable Laws will mean, in relation to the obligations of the Parties under this Agreement, any statute, law, regulation, ordinance, rule, judgment, order, decree, clearance, approval, directive, guideline, code, standard, manual, policy, requirement, or other government restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any Government Authority, whether in effect as of the Effective Date or thereafter, and in each case as amended from time to time;

(f) Authorized Affiliate will mean an Affiliate of Airtel which has been identified in an Ordering Document as a recipient or user of Deliverables;

(g) BISP will mean the Bharti Information Security Policy as attached in Schedule GT-1, and will include any modifications thereto, notified to Partner from time to time;

(h) Business Day will mean a day on which banks are open for normal business in New Delhi;

(i) Code of Conduct will have the meaning specified in Clause 12.1;

(j) Confidential Information of each Party will mean any and all information, data, audio, video, drawings, documents, software or other proprietary material, experience and know-how, audit findings and observations, dealings, transactions or affairs of or relating to such Party, including without limitation, technical, technological, financial, marketing, and business information and plans, disclosed or shared by such Party with the other Party in relation to this Agreement, whether in tangible or intangible form, whether or not such information is designated as confidential information;

(k) Contract Manager will mean a senior employee(s) appointed by Partner as its main point of contact in relation to an Ordering Document, who will be responsible for the overall delivery, performance, administration, supervision and coordination in relation to the Ordering Document at all times;

(l) Control will mean with respect to a person the power to direct or cause the direction of management and policies of such person, either directly or indirectly, whether through direct or indirect ownership, voting rights, contract or otherwise. The terms ‘Controlling’, ‘Common Control’, ‘Controlled by’ and ‘under Common Control with’ will be construed accordingly;

(m) Deliverables means the Products, Services, Documentation, Bespoke Intellectual Property (if defined in an Ordering Document), and any other deliverables that Partner provides to Airtel under an Ordering Document;


(n) Documentation will mean written or graphic information, drawings, standard documentation, user manuals, maintenance manuals and operating manuals, including those relating to testing, operations, control, warranties, optimisation, functioning, maintenance and certifications in relation to the Deliverables, or are specifically mentioned in the Ordering Document;

(o) Force Majeure Event will mean, in relation to a Party an exceptional event or circumstance listed below and (i) which is beyond that Party’s control, (ii) which such Party could not reasonably have provided against; and (iii) which, having arisen, such Party could not reasonably have avoided or overcome:

(i) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not), acts of terrorism, civil war, rebellion, revolution, military invasion, insurrection of military or usurped power;

(ii) earthquake, flood, or any other natural disaster, but excluding weather as such, regardless of verity; or

(iii) strikes at national or state level or industrial disputes at a national level, or strikes or industrial disputes by labour not employed by such Party or its Representatives and which affects a substantial or essential portion of the obligations of that Party;

(p) Good Industry Practices will mean those practices, methods, techniques and that standard of skill, care, diligence, prudence and foresight, which are generally and reasonably expected of and accepted internationally from a skilled and experienced vendor providing deliverables similar to the Product and Services;

(q) Governance Framework means the process for resolution of operational or other Disputes, specified in the relevant Ordering Document;

(r) Government Authority will mean any ministry, department, board, or any other governmental instrumentality under the direct or indirect control of any central, provincial or local government, and any court, tribunal, or judicial or quasi-judicial body having jurisdiction;

(s) Insolvency Event will mean, in relation to a Party, the occurrence of any of the following events: inability to pay its debts as they fall due; admission of its inability to pay its debts; general assignment, arrangement or composition with or for the benefit of its creditors; commencement of insolvency proceedings which has not been dismissed within 90 days; passing of a resolution for voluntary winding-up, official management, liquidation or dissolution (other than pursuant to a consolidation, amalgamation or merger); appointment of an administrator, liquidator, receiver or similar official over its assets or any similar proceeding;

(t) Intellectual Property Rights will mean, any rights in or in relation to any patent, copyright, database rights in relation to software, registered design or other design right, utility model, trade mark (whether registered or not and including any rights in get up or trade dress), brand name, service mark, trade name, eligible layout right, chip topography right and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not and existing anywhere in the world;


(u) Lower Price will have the meaning specified in Clause 6.1;

(v) Lower Price Offer Date will have the meaning specified in Clause 6.1;

(w) Notice will have the meaning specified in Clause 16.1;

(x) Partner Policies will have the meaning specified in Clause 12.1(a);

(y) Personal Data will mean any sensitive personal data or any other information, that can be used to identify an individual or does or could identify an individual (including Representatives and customers of Airtel) when combined with any other information that may be acquired by Partner, Partner’s Representatives or contractors, while performing its obligations under this Agreement;

(z) Price will mean the amount agreed as consideration for the provision of the Deliverables under the relevant Ordering Document;

(aa) Product will mean any hardware, software or other products (including and incorporating any third party products) as specified in the Ordering Document;

(bb) Purchase Order will mean a purchase order issued by Airtel to Partner under an Ordering Document;

(cc) Services will mean the services specified in the Ordering Document;

(dd) Specifications will mean the technical, functional and non-functional specifications applicable to the Deliverables as specified in the Ordering Document;

(ee) Relevant Records will mean those records, data or information that Partner is required to maintain in accordance with this Agreement and Applicable Laws;

(ff) Representative will mean directors, employees, agents, contractors, representative, advisors or personnel;

(gg) Taxes will mean all applicable taxes, duties, cess or levies imposed by a Government Authority;

(hh) Transition means the transition services specified in the relevant Ordering Document.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused the Agreement to be

executed by their duly authorized officers on the day and year first written above.

The persons signing below represent that they are duly authorized to sign on behalf of their respective

entities.

Airtel Uganda Limited [Partner’s Corporate Name]

Signature:

Name:

Designation:

Date:

Signature:

Name:

Designation:

Date:


Registered Address:

Airtel Towers,

Plot 16A Clement Hill, Road

Kampala, Uganda.

Registered Address:

Note: Partners are requested to submit their compliance to these general terms and conditions be

populated after RFP closure and commercial negotiations.


10. Commercials

Commercial section to cover the below points:

a. Pricing Model, Budget & Price

Demonstrate Capitalization above Two billion Uganda Shillings (Ugx 2bn) for purchase and sale of

devices in the following locations:

REGION TERRITORY SHOP LOCATION

CE

NT

RA

L 1

CBD

Pioneer Mall

Garden City

Bus Terminal - Kisenyi

Nankulabye

Wandegeya

Nateete

WAKISO

Matuuga Town

Nansana

Kakiri

Kyengera

MAKINDYE

Najjankumbi

Kabalagala

Ndeeba

Airport

Victoria Mall

KAWEMPE

Kawempe

Kyaliwajjara

Bwaise

Kasangati

NAKAWA

Bugolobi

Bweyogere

Kireka

CE

NT

RA

L 2

MASAKA

Masaka

Kalangala

Sembabule

Nyendo

MPIGI Mpigi Town

Kayabwe

MUKONO

Mukono

Lugazi

Kayunga

LUWEERO

Luwero Town

Nakasongola

Migeera

MUBENDE Mubende Town


Kyegegwa

MITYANA Mityana

Kiboga

LYANTONDE

Lyantonde Town

Rushere

Kyotera

EA

ST

SOROTI Soroti Town

Kumi

MBALE Mbale Town

Kapcworwa

TORORO Tororo

Palisa

KAMULI Kamuli

Kaliro

IGANGA

Iganga

Namayengo

Busia

Bugiri

JINJA Jinja

Mayuge

WE

ST

KABALE

Kabale

Kisoro

Rukungiri

FORT PORTAL

Kamwenge

Kasese

Bwera/Mpondwe

Kyenjojo

Bundibugyo

Fort Portal Town

HOIMA

Hoima Town

Masindi Town

Kagadi

Bweyale

ISHAKA

Ishaka

Ntungamo

Kabwohe

MBARARA

Mbarara

Ibanda

Isingiro

NO

RT

H

APAC Dokolo

Apac

ARUA Arua Town

Nebbi

ADJUMANI Adjumani


Moyo

Koboko

Yumbe

GULU Gulu

Amuru

LIRA Lira

KITGUM Kitgum

Moroto

Please Note that More Locations could be added.

a. Applicable Taxes

Vendor to include applicable taxes here

b. Rewards & Penalty

To be agreed at the time of contract sign off