1
Appointment of Rural Distributors in Malappuram SSA
for selling BSNL products as per Sales and Distribution Policy 2012
The General Manager Telecom, BSNL, Malappuram desires to appoint Rural Distributors in
selected areas of Malappuram SSA (List available in Annexure B) for distribution of BSNL products to
retailers within a restricted area.
Terms and Conditions:
• Rural Distributors are referred as RDs wherever necessary in this document.
• Rural Distributors may work on non-exclusive basis.
• Rural Distributors will be assigned an exclusive area of 4-5 BTS sites / 15 K.M. area
within one Franchisee Territory.
• Rural Distributors must be residents of one of the villages of the area, which they want to
serve so that they have good knowledge of local conditions and local market.
• Rural Distributors must directly serve the retailers within the designated area.
• Rural Distributors may primarily be served by existing Franchisee of that area or may be
served by BSNL directly.
• If served by the Territory Franchisee, Franchisee will collect all CAFs from Rural
Distributors and will provide them SIM as well as Recharge Coupon/C-TOPUP etc.
• Rural Distributors will make payment at the time of delivery of stock. However, they
should make the requisition to the Territory Franchisee in advance. Representative of
Territory Franchisee will deliver the stock at their doorstep.
• Else Rural Distributors may collect the stock from the nearest BSNL Customer
Service Centre and submit the documents to Customer Service Centre itself.
Eligibility
• Educational qualification: 8th passed
• Rural shop/Distributor of any product preferably of FMCG products/ electronic/ mobile
products etc.
• Resident of the same territory with proof of residence.
• Must possess PAN Card.
Commission and Discount structure:
Table- I (Three Tiers) Franchisee – Rural Distributors – Retailers
Sharing of Franchisee Discount/ Commission among Franchisee/ RDs/ Retailers
Product Franchisee RDs Retailers
New Connection (Prepaid/ Postpaid) 15% 15% 70%
CAF Commission 50% 20% 30%
Recharge / C-TOPUP 10% 15% 75%
Wherever retailers are being served through ‘Rural Distributors (RDs)’, Franchisee has to pass
on 90% of Recharge/ C-TOPUP of the Franchisee commission/discount to Rural Distributors. 2
Table- II (Two Tiers) - Rural Distributors – Retailers
Sharing of Franchisee Discount/ Commission among RDs/ Retailers
Product RDs Retailers
New Connection (Prepaid/ Postpaid) 15% 70%
CAF Commission 50% 30%
Recharge / C-TOPUP 15% 75%
Selection
• Interested parties may submit their application available in Annexure A with
eligibility documents on or before 17.00 Hrs of 18.10.2013 to Divisional
Engineer(Project Vijay), Sales Head, First Floor, Pa l a c e B ui l di n g, U p h i l l ,
Malappuram – 676505.
• Committee will take interview of all the short-listed candidates. Committee will judge
level of involvement of the candidate, understanding of distribution and telecom market in
the area.
• Selection criteria:
Experience - 50 marks
Presentation/ Interview - 50 marks
Date of selection - 11.00 Hrs of 24-10-2013
Venue of selection - Chamber of
Divisional Engineer (Project Vijay),
Sales Head,
First Floor, Palace Building,
Malappuram- 676505.
Contact Numbers - 0483– 2731600, 0483-2734610
• The selected Rural Distributors will sign an agreement with BSNL and will also submit
PBG of Rs.5000/- (Rupees Five Thousand Only), 50 % PBG from retired
BSNL/DoT/MTNL employees and spouse/son/daughter of working Employee.
• The initial period of agreement shall be for 3 years.
Performance Monitoring:
Weightage for evaluating performance against target achievement
Parameters Weightage
Type A Parameters
FRC / Plan Voucher 45%
RC 15%
POS 15%
Type B Parameters
% of CAF forms submitted 15%
Percentage of recharge sales via C-TOPUP 10%
Total 100%
Bench Mark Score 50%
Note: Type A parameters in case RDs served by Franchisees and
Type A & B both in case RDs served By BSNL. 3
Extension: Based on performance, the SSA Head may extend agreement on year-to-year basis for a
period of two years. The decision of BSNL shall be final in regard to the grant of extension.
Migration: Head of Circle may decide performance based migration criteria for RDs. The decision
of BSNL shall be final in this regard.
General Instructions:
1. Requirements for Rural Distributor: -
1.1 Rural Distributor has to sell BSNL product and services as specified by BSNL.
1.2 BSNL reserves the rights to seek/verify financial information from Rural Distributor
Bankers/credit providers & ensure other sources to carry out other verifications.
1.3 PBG of Rs.5000/- is refundable after successful operation (50% PBG from retired
BSNL/DoT/MTNL employees and spouse/son/daughter of working employees)
1.4 Rural Distributor shall deposit the aforesaid security deposit amount. BSNL reserves the
right to forfeit/adjust/apply the said security in full or part thereof after deduction of any
sums due from the Rural Distributor to BSNL at any time. Rural Distributor shall
continue to be liable for balance, if any. No interest will be paid on the security deposit
till it is refunded. BSNL reserves the right to increase the amount of security at any time
in its sole discretion with respect to any/some/all Rural Distributors.
2. Responsibilities of Rural Distributor: It is the responsibility of Rural Distributors to generate
demand for providing services permitted by BSNL. Selling of all BSNL Products and services
assigned to them, directly or through retailers. Not only the targets set are to be achieved but
also efforts are to be made to surpass it.
2.1 Timely submission of bills and claims to the Nodal Officer/ Franchisee.
2.2 MIS as per BSNL format to BSNL officials/ Franchisee as per frequency specified.
2.3 Rural Distributor must ensure that BSNL products are available in retail networks in
sufficient quantity on demand. Rural Distributor must ensure that no black-Marketing or
maltreatment to customer is done through its rural network.
2.4 Verification of credentials of customers –
2.4.1 Verification of PIA (photo, identity and address) of customer at the POS (Point of
Sale) has to be done as per the various guidelines issued by DoT and BSNL from
time to time. Rural Distributors will be responsible for the verifications done by
all the channels i.e. retailers.
2.4.2 The Rural Distributors shall obtain from customers/subscribers such documents
as prescribed from time to time by BSNL.
2.5 Rural Distributors will be responsible for all the work done through retailers.
2.6 Rural Distributors are required to attend meetings in SSA/ Franchisee as and when
needed. Rural Distributor must ensure availability of BSNL products and services.
3. Commission / Discount / Rewards / Marketing claim:
3.1 Rural Distributor will get upfront payment for basic commission/ discounts wherever
specified. Rural Distributor will retain his share and pass on remaining to retailer.
3.2 Designated BSNL Officer/ Franchisee to verify and sign the claim and forward it to the
respective unit.
3.3 BSNL/Franchisee shall have free access to the Rural Distributor premises & to inspect all
records, receipts, vouchers, sale books, demand registers etc.
3.4 BSNL reserves the right to change the commission/ discount structure from time to time
based on market/commercial needs without giving any notice.
3.5 TDS will be deducted as applicable and service tax will be levied as per rule. 4
4. BSNL reserves the right to change the terms of trade from time to time without any prior
notice.
4.1 The company reserves the right to withhold or delay the commission/discount for the Rural
Distributors (RDs) in case of any pending disputes in matters relating to activations or
cancellations.
4.2 In case of dispute arising between the RDs/ Franchisees and BSNL, the same shall be
adjudicated by the SSA Head or any official appointed by the SSA Head.
4.3 The decision of BSNL will be final on all matters relating to the business rules and will be
binding on the Rural Distributors.
4.4 The Rural Distributor has to fully co-operate with Franchisee / BSNL to investigate any
complaint.
4.5 BSNL shall not be liable for any act of discount/commission or omission of any third party.
4.6 The Rural Distributor will have to abide by the policy rules, regulations & instructions of
BSNL as revised/modified from time to time, without any prior notice to the Rural
Distributor in respect of all matters including security deposit, discount/commission payable
to the Rural Distributor etc.
4.7 SSA Head reserves the right to accept or reject any or all the Rural Distributor request in
part or full, without assigning any reason whatsoever.
4.8 SSA Head reserves the right to terminate the contract at any time without assigning any
reason.
4.9 In case of violation of terms and conditions of the contract or unsatisfactory services, SSA
Head reserves the right to terminate the contract at any time and forfeit the security deposit
in part or full.
5. Appointment of the Rural Distributor
5.1 BSNL will grant to the Rural Distributor, right for the Sales & Distribution of products &
services in the territory. The Rural Distributor must fulfill all the requirements of mentioned
territory assigned to him. The operations of Rural Distributors will not be allowed to operate
in any Territory other than the prescribed Territory. However BSNL shall have a right to
appoint any additional Rural Distributor(s) / Rural Distributor in the Territory / area of
operation of BSNL and the Rural Distributor shall have no objection what so ever.
5.2 BSNL Franchisee of the area or directly BSNL will supply to the Rural Distributor all the
relevant data, guidelines and other information to effectuate the purpose of the Agreement.
On termination of the Agreement, howsoever occasioned / caused, no further compensation
shall become due to the Rural Distributor unless the same shall have accrued prior to the
date of such termination and the Rural Distributor expressly has to agree that he will not be
entitled to any compensation and/or indemnification whatsoever, from BSNL in that regard.
6. General Obligations of the Rural Distributor
6.1 The Rural Distributor shall maintain a suitable strategy for the sales & distribution of
products & services in the allocated BTSs area through his retailers. The Rural
Distributor shall use its best efforts to actively provide effective services to the
subscribers of BSNL and always act in the interest of BSNL to delight its subscribers.
6.2 The Rural Distributor is on non-exclusive basis and agrees not to involve him in any
manner either directly or indirectly in any business or activity, which is competitive with
the business or activities of BSNL in his area of operation.
6.3 The Rural Distributor shall treat as confidential and secret all verbal and written
communication, lists and circulars which in the opinion of BSNL are regarded as
confidential information and/or trade secrets. The Rural Distributor shall adopt and
implement security procedures acceptable to BSNL for determining the persons to whom
such information is authorized to be disclosed based upon such person’s need to know the 5
same for the purpose of fulfilling his responsibilities in relation to the Agreement.
Confidential and trade secret information shall remain the property of BSNL and shall be
returned to BSNL upon termination of this Agreement in the manner prescribed by
BSNL. The Rural Distributor hereby undertakes and agrees not to retain and make any
copies of the entrusted confidential information.
6.4 RDs will not sublet his Distributorship. If at any time it is established that RD has sublet
his work then BSNL reserves the right to terminate the Distributorship.
6.5 In no case Rural Distributor is allowed to sell outside his territory. At any time if it is
established that Distributor sold product outside his given territory then it shall be treated
as violation of agreement. Where such circumstances agreement with such Rural
Distributor shall be discontinued and the Rural Distributor shall be barred for further
dealing with BSNL for a period of 2 years.
6.6 The security deposit of Rural Distributor shall be forfeited in case of violation of
agreement and non-fulfillment of statutory obligations.
6.7 Rural Distributor must ensure that BSNL products are available with retailer’s network in
sufficient quantity on demand. Rural Distributor must ensure that no black marketing or
mal treatment to customer is done through its network.
6.8 Rural Distributor is supposed to serve retailers at their premises. Rural Distributor must
ensure availability of BSNL products and services in the villages falling in his Territory
and which are inhabited.
6.9 Rural Distributor is responsible for Distribution network. RDS should pass commission /
discounts received by them to retailers as per commission structure mentioned in Table I
and Table II or as specified by BSNL from time to time.
6.10 The merchandise will be sold at the premises by the Rural Distributor and it is clarified:
(i) That BSNL shall be liable for the quality and genuineness of the goods sold by the
Rural Distributor,
(ii) That BSNL shall not be liable for any loss, pilferage or damage to the goods stored
and sold at the premises safety and security of premises and the merchandise shall be
the entire responsibility of the Rural Distributor.
7. Verification of identity of subscribers: The Rural Distributor has to ensure verification of
credentials of new subscribers - both as per documents submitted as well as per physical
verifications. Rural Distributors will be responsible for the verifications done by his retailers
working under them. RDs has to ensure that:
7.1 No pre-activated card is issued to the applicant.
7.2 Verification of document against original has been done at the point of sale (POS).
7.3 Subscriber enrollment form has been duly filled by applicant.
7.4 The photograph submitted has been matched with the applicant.
7.5 The form has been personally signed by the applicant in presence of retailer at POS.
7.6 The original proof of identity /address has been matched & verified with the self
attested photocopies submitted by the applicant.
7.7 Application form plus supporting documents has been checked & certified that:
a. Documents are in order.
b. Signature on the self-attested photograph matches the signature on the CAF.
c. Photograph on the form matches with the one on the photo ID document.
8. General Obligations of BSNL
8.1 BSNL shall from time to time or in response to specific request by the Rural Distributor 6
provide information, training and assistance relating to the services and arrange for qualified
personnel / representatives of BSNL to render such training and assistance. -
8.2 BSNL may provide the marketing material to the Rural Distributor. This may include but
not limited to, information brochures, posters, inserts, special giveaways, mailers (target-
segment-specific), folders, subscription forms, receipt books, stickers etc. It will not be
obligatory and binding on BSNL to provide all the above material, and will be provided as
per availability only.
8.3 BSNL/ his representatives will have unlimited access to the business premises of the Rural
Distributor to check, from time to time, Rural Distributor operations, including (i) the
process of selling and booking of connections, customer problem resolution, (ii) to identify
problems and suggest solutions for Rural Distributor to implement remedial measures, (iii)
inspect and audit any or all statutory and other books of records and accounts.
8.4 BSNL / its representative will ensure no black marketing happens & also have periodic
inspection / surprise check to ensure all channels are working properly.
8.5 The rates / discount / commission are subject to variation during the term of this Agreement
at the sole discretion of BSNL.
8.6 The Rural Distributor can supply the printed / display material etc. at his own cost without
any liability on BSNL. He will keep BSNL indemnity from the content of the publicity/
display material so supplied.
9. Brand name, Logos and Trademarks: The Rural Distributor shall not contest, at any time, the
right of BSNL or its affiliated companies to any brand names or Logo used or claimed by BSNL
or such companies.
BSNL reserves the right to modify sections / Annexure of this “Appointment of
Rural Distributors in Malappuram SSA for selling BSNL products as per Sales and
Distribution Policy – 2012” and Discount / Commission structure at any point of time with
the approval of Director (Consumer Mobility).
(Sd/-)
The General Manager Telecom, BSNL,
Malappuram – 6765057
Annexure - A
Particulars of the Applicant seeking Rural Distributorship
1. Name of the applicant :
2. Educational Qualification :
(Must be minimum 8
th Standard.
Documentary proof for Educational
Qualification must be attached)
3. Registered Address / Office Address :
Telephone No. (s) :
Mobile No (s) :
Fax :
4. Name of the area where Distribution is
applied for :
5. Territory Franchisee Name :
6. Date of inception of the firm :
7. Residential Address of the applicant :
(Copy to Proof of Address to be attached)
8. Email id of the applicant :
9. Name of the Banker with address :
and contact number(s)
10. PAN No :
11. Present activity with details :
12. Work experience with full details thereof :
(Supporting documents to be submitted)
Seal of the shop if any Signature with date 8
Annexure – B
List of areas for Rural Distributors (R D) in Malappuram SSA.
Sl
No
SSA Franchisee Territory
Code
RD
No
Tower Areas Identified for RD
1 Malappuram M/s.VH
Agencies,
Malappuram
KL09101 1 Kakkove, Vazhayoor, Olavattuur,
Ananthayur
2 Malappuram M/s.MH &
Sons, Nilambur
KL09102 2 Thottumukkam, Vettilapara,
Chundathumpoyil, Vadakumuri,
Poovathikkal
3 Malappuram M/s.MH &
Sons, Nilambur
KL09103 3 Pothukal, Munderi, Chembankolli,
Vellimuttam
4 Malappuram M/s.Titoni
Automations,
Perinthalmanna
KL09104 4 Pang, Pookode, Vengad, Moorkanad
5 Malappuram M/s.Titoni
Automations,
Perinthalmanna
KL09104 5 Vengoor, Vettathoor, Edapatta,
Puthankullam, Edayattur
6 Malappuram M/s.Pullur
Distributors,
Tirur
KL09105 6 Thirunavaya, Pattarnadakavu,
Athavanad, Thekkenkuttur, Beeranchira
7 Malappuram M/s.VH
Agencies,
Malappuram
(Looking After)
KL09106 7 Pookkattiri, Edayur, CK Para,
Kadampuzha, Kadampuzha Jaram,
8 Malappuram M/s.VH
Agencies,
Malappuram
(Looking After)
KL09106 8 Chamravattam Kadavu, Nadakkavu,
Polpakkara, Thavanoor
9 Malappuram M/s.Titoni
Automations,
Parappanangadi
KL09107 9 Chelembra, Kakkanchery, Idimuzhikkal,
Pallikkal Bazaar 9
Agreement form of Rural Distributor
This agreement is made at day of 20 , between
Telecom Circle / District, of Bharat Sanchar Nigam Limited (BSNL), a
Company incorporated under the Companies Act, 1956 having its Registered Office
& Corporate Office at Bharat Sanchar Bhawan, Harish Chandra Mathur Lane,
Janpath, New Delhi-110001Circle office at and SSA at (hereinafter
referred to as “BSNL” which expression shall be deemed to include its successors
and assigns wherever the context so admits or requires) through its duly authorized
representative Mr.
ON THE FIRST PART.
of SSA,
AND
M/s (hereinafter referred to as the “Franchisee-CM”
(or franchisee in short, both terms have been used in this document
interchangeably) which expression shall include his servants, heirs, executors and
administrators wherever the context so admits or requires) through its authorized
representative, Mr. ON THE SECOND PART.
AND
Sh. (hereinafter referred to as the “Rural Distributor” (or RD
in short, both terms have been used in this document interchangeably) which
expression shall include his servants, heirs, executors and administrators wherever
the context so admits or requires) through its authorized representative, Mr.
ON THE THIRD PART.
The BSNL, Franchisee-CM, RD, will individually be referred as “party” & collectively
called as “parties”
WHEREAS
(a) The BSNL is desirous of appointing authorized Rural Distributor with a
view to do sales and distribution of its Telecom Services to cater rural areas
covered by approx. 5 BTS under its brand names for which the BSNL has
been licensed to provide Telecom services.
Whereas BSNL selected RD through open interest dated for
(Name of the territory and SSA) from rural areas who will be
served by the said territories of Franchisee-CM as mentioned in the second
part of this agreement, for providing services on the terms and conditions as
agreed herein among parties of this agreement.
(b) The Rural Distributor has given an unconditional Bank Guarantee of
Nationalized Bank / Cash Deposit of Rs. valid for
years, months and shall be refunded after due fulfilment of the said
agreement.
(c) The RD has been selected for three years and its term may be extended for
two years on year to year basis, based on performance. This agreement 10
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shall be valid till the validity of franchisee agreement or for period of three
year whichever is earlier.
(d) Whereas Franchisee-CM shall use RD and its retailers for sale and
distribution of BSNL products and services through the RDs in a rural area
on the terms & conditions as agreeable among the parties under this
agreement.
Now it is hereby agreed by and among the parties hereto as follows:
In consideration of due observance & performance of all the terms &
conditions mentioned in this Agreement (Annex-VI) & Parts of Annexure of
Agreement between BSNL & Franchisees and are also party of Agreement
(Annex-VI) attached here to & forms part & parcel of this Agreement. BSNL,
Franchisee, RD are to sign this agreement providing market & distribution of
selective service in the rural areas as per terms & conditions of various parts of
Annex of EOI and RD parties attached herewith.
i. Rural Distributors (RDs) shall be selected by BSNL and may work on non-
exclusive basis under the CM-franchisee agreement as executed between
BSNL & franchisee.
ii. BSNL shall issue a certificate to the effect that Sh.
is authorised RD selected by BSNL and authorised to serve under
M/s franchisee of territory .
iii. Rural Distributors will be assigned an exclusive area of 4-5 BTS sites / < 15
Km within one CM-franchisee territory.
iv. Rural Distributors shall directly serve the retailers and they do not have any
employee(s). They will primarily be served by existing franchisee of that area.
In case, the franchisee fails to serve, the RD will be served by BSNL directly.
v. Retailer / POS in the area of RD will be managed by Rural Distributors at its
own risk and cost and franchisee will have no direct role to play in that area.
2. The RD has submitted a bank guarantee / Cash Deposit of Rs. as a
security towards due observance and performance of terms and conditions of
this agreement. The PBG / Cash Deposit shall be valid for
years months. The Rural Distributor agrees to increase the amount
or/and to renew / extend the PBG from time to time till the expiry of this
agreement or till dues of BSNL by virtue of this agreement have been fully
paid and its claims satisfied or discharged or till BSNL is satisfied that terms
and conditions of the said agreement have fully and properly carried out by the
franchisee. Without prejudice to its risks & remedies BSNL shall encash/forfeit
the said PBG on breach of terms &conditions of this agreement by RD or
failure to provide services under this agreement by RD or failure of the RD to
meet the targets assigned by BSNL.
2.1 The Franchisee-CM has submitted the PBG of Rs. ........................ towards
observation of performance of terms of this agreement and its own agreement
dated……….
3. Commission / Discount :
a) Sharing of Commission / Discount among Franchisee, RD & Retailer will be
as per the Annexure-V and will be payable as per the procedure specified by 11
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the BSNL. The Franchisee shall make payment of discount/commission to
RDs as per Annex-V.
RDs will also get graded incentive on activation per month
• Minimum 100 - Rs.1000/-
• 101 to 500 - Rs.3/- per Activation
• 501 to 1000 - Rs.4/- per Activation
• Maximum Payable graded incentive - Rs.2500/-
Note:
1. The incentive will be payable after the end of the month & deposition of the
CAF.
2. Retailer retention incentive per month subject to minimum 5 numbers of FRC /
Plan Voucher and recharge sale of Rs.5,000/- by retailer in the month (as per
Sanchar-soft data only) will be as follow:
• Franchisee - Rs.10/-
• Rural Distributor - Rs.15/-
b) RDs should pass commission / discounts received by them to retailers as per
said Annexure-V or as specified by BSNL from time to time.
c) Mode of payment between RDs and Franchisee shall be electronically based
on Sanchar-Soft. BSNL shall devise the system for manual payment, till the
provision of 3-tier structure (Franchisee/ RDs/ Retailer) in Sanchar-Soft. It is
the responsibility of Franchisee, the payment received from RD should be
deposited on the same day in BSNL account.
4. Verification of identity of subscribers
Franchisee shall be responsible for the subscriber’s verification done by the
Rural Distributor & retailers of Rural Distributor. The original proof of identity
/address be matched & verified with the self attested photocopies submitted
by the applicant.
5. Responsibilities and Obligation of Rural Distributor
5.1 Rural Distributor must ensure that BSNL products are available in
retail networks in sufficient quantity on demand.
5.2 Rural Distributors and for its channel retailer shall submit CAF
completed in all respect to concern franchisee.
5.3 Rural Distributors are required to attend meetings in SSA/ Franchisee
as and when needed.
5.4 Rural Distributor is supposed to serve retailers at their premises.
5.5 The BSNL reserves the right to change the terms of trade from time to
time without any prior notice.
5.6 The Rural Distributor shall fully co-operate Franchisee / BSNL.
5.7 RDs will make payment at the time of delivery of stock. However, they
should make the requisition to the territory franchisee in advance.
5.8 The Sales Target shall be communicated by BSNL from time to time
which shall be part &parcel of this Agreement.
5.9 Timely submission of bills and claims to the nodal officer/ franchisee.
5.10 MIS as per BSNL format to BSNL officials/ Franchisee as per
frequency specified. 12
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5.11 Rural distributors are required to attend meetings in SSA/ Franchisee
as and when needed. Rural Distributor must ensure availability of
BSNL products and services.
5.12 RDs will not sublet his distributorship. If at any time it is established
that RDs has sublet his work then BSNL reserves the right to
terminate the distributorship.
5.13 In no case Rural Distributor is allowed to sell outside his territory. At
any time if it is established that distributor sold product outside his
given territory then it shall be treated as violation of agreement. Where
such circumstances agreement with such Rural Distributor shall be
discontinued and the Rural Distributor shall be barred for further
dealing with BSNL for a period of 2 years.
5.14 The security deposit of Rural Distributor shall be forfeited in case of
violation of agreement and non fulfilment of statutory obligations.
5.15 Rural Distributor must ensure that BSNL products are available with
its retailers in sufficient quantity on demand. Rural Distributor must
ensure that no black marketing or mal treatment to customer is done
through its network.
5.16 Rural Distributor is supposed to serve retailers at their premises. Rural
Distributor must ensure availability of BSNL products and services in
the villages falling in his territory and which are inhabited.
5.17 If any proof is found, suggesting illegal involvement of Rural
Distributor/ retailer or any other distribution channels, SSA head will
decide and propose cancellation of Rural Distributor license.
5.18 SSA head reserves the right to terminate Rural Distributorship at any
time based on performance.
5.19 SSA head reserves the right to accept or reject any or all the Rural
Distributor request in part or full, without assigning any reason
whatsoever.
5.20 In case of termination of agreement with franchisee, RD will be served
by the look-after franchisee of the respective territories or by the
BSNL/ any other channel.
5.21 RD has to sell BSNL product and services as specified by BSNL.
5.22 In case of dispute arising between the Rural Distributor/ Franchisee
and BSNL, the same shall be adjudicated by means arbitration clause.
5.23 The decision of BSNL will be final on all matters relating to the
business and will be binding on the Rural Distributor.
5.24 If any proof is found, suggesting illegal involvement of Rural
Distributor/ retailer or any other distribution channels, SSA head may
decide and cancel contract of Rural Distributor.
5.25 SSA head reserves the right to terminate Rural Distributorship at any
time without assigning any reason.
5.26 In case of violation of terms and conditions of the contract or
unsatisfactory services, SSA head reserves the right to terminate the
contract at any time and forfeit the security deposit in part or full.
5.27 RD has to sell BSNL product and services as specified by BSNL.
5.28 BSNL reserves the rights to seek/verify financial information from
Rural Distributor Bankers/credit providers & ensure other sources to
carry out other verifications 13
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5.29 The RD agree not to involve himself in any manner either directly or
indirectly in a business or activity which is in connection with business
or activities of BSNL. The RD acknowledges that the adherence of this
provision is a material obligation of this agreement.
5.30 The RD shall treat as confidential and secret all verbal and written
communication, lists and circulars which in the opinion of the BSNL
are regarded as confidential information and/or trade secrets. The
Franchisee shall adopt and implement security procedures acceptable
to the BSNL for determining the persons to whom such information is
authorized to be disclosed based upon such person’s need to know
the same for the purpose of fulfilling his responsibilities in relation to
the Agreement. Confidential and trade secret information shall remain
the property of the BSNL and shall be returned to the BSNL upon
termination of this Agreement in the manner prescribed by the BSNL.
The Franchisee hereby undertakes and agrees not to retain and make
any copies of the entrusted confidential information.
5.31 The RD shall use BSNL Logo, Brand name during the term of this
agreement.
5.32 The RDs have to bear all applicable taxes as per central/state/local
laws, service tax on commission etc. BSNL shall not be responsible for
any circumstances whatsoever.
5.33 The RD shall be sincere to insure the stocks in its possession and
liability for any loss or damage due to any fire, burglary, theft
whichever is that of RD.
5.34 The RD shall not secure subscribers from outside the allocated area
and confined the operation within the allocated area.
5.35 RD shall neither assign its rights and remedies nor transfer its
obligations under this Agreement without prior written consent BSNL.
5.36 Other Obligations:
a. The RD shall not shift the operations to any other premises without
written permission from the BSNL.
b. The RD will not be allowed to make any alteration/ correction in the text
matter of registration forms or any printed materials supplied by the
BSNL.
c. In case of loss of the certificate(s) or any documents issued by the
BSNL, the RD shall immediately report the same to the BSNL with the
copy of F.I.R.
d. The BSNL will issue a certificate to the effect that M/s
is the authorized RD for BSNL service. This
certificate shall have to be displayed by the RD. 14
14
e. The BSNL reserves the right to increase the number of the RD in the
territory allotted to the RD, withdraw the work of Rural Distributorship of
any or all products for any reason at the discretion of the BSNL or take
such steps etc. in the interest of service.
5.37 The merchandise will be sold at the premises by the Franchisee / RD
and it is clarified:
a. That the Franchisee / RD shall not have any authority to store, sell
or transfer or in any way dispose of the merchandise except as
provided in this Agreement.
b. The Franchisee / RD shall be responsible for all taxation
aspects/levies levied by the govt. authorities. The merchandise sold
by him and liable for the same, BSNL shall not be responsible in
any case.
c. That the BSNL shall not be liable for any loss, pilferage or damage
to the goods stored and sold at the premises and the merchandise
shall be the entire responsibility of the Franchisee / RD.
d. That it shall be the responsibility of the Franchisee / RD to effect
the sales through proper invoices detailing the material particulars
of the BSNL phones including the IMEI number. The Franchisee
shall keep the BSNL indemnified against claims regarding
unauthorized handsets sold or alleged to have been sold from the
Franchisee's outlet(s), being raised against the BSNL by any third
party.
e. That the BSNL shall not be liable for any loss or damage of Free C
TOP-UP activation SIM provided by BSNL.
f. That the BSNL shall not be liable for any loss or damage of Third
Party Recharge (TPR).
5.38 BSNL reserves the right to suspend the operation of this agreement, at
any time, due to change in its own license conditions or upon
directions from the competent government authorities. In such a
situation, BSNL shall not be responsible for any damage or loss
caused or arisen out of aforesaid action. Further, the suspension of
the agreement will not be a cause or ground for extension of the
period of the agreement and suspension period will be taken as period
spent. During this period, no charges for use of the facility of the
franchisee shall be payable by BSNL.
6. Responsibilities and Obligation of Franchisee:
a) Franchisees shall serve the RDs of his territories at his door-step on terms &
conditions as mentioned herein and in the agreement dtd.
between BSNL & Franchisees.
b) Wherever RDs are available, sales and distribution of BSNL product and
services, should be only through retailers of RDs.
c) Franchisees shall not create his retail network wherever RDs are selected.
d) Territory Franchisee will collect all CAFs from RDs and will provide them
SIM as well as Recharge Coupon/C-TOPUP. 15
15
Parameters Weightage
Type A Parameters
FRC / Plan Voucher 45%
RC 15%
POS 15%
Type B Parameters
% of CAF forms submitted 15%
Percentage of recharge sales via C-
TOPUP
10%
Total 100%
Bench Mark Score 50%
e) The Franchisee shall be responsible for all the issues of RD inter-alia,
replacement of defective stock, payments, compliances, reconciliation of
account with RD, physical verification of stock/ regular meeting with RD,
Taxes aspects, payment of commission etc.
7. Responsibilities of BSNL: If Territory Franchisee does not serve the RDs
properly then RDs will be served by BSNL directly. SSA Head will make suitable
arrangement for material delivery to RDs is such case at his doorstep.
8. Performance Monitoring:
The Performance of the RDs shall be measured as follows:
Weightage for evaluating performance
Note: Type A parameters in case RDs served by franchisees and Type A &
B both in case RDs served By BSNL.
9. Extension: Based on performance, the SSA Head may extend agreement on
year-to- year basis for a period of two years. The decision of BSNL shall be final
in regard to the grant of extension.
10. Exit Clause: RD may exit by giving 60days notice and PBG shall be refunded
once the pending dues if any are cleared.
11. Dispute Resolution/ Arbitration: Any question, dispute or differences arising
out of or in connection with this agreement or Breach, termination or validity
hereof, shall be first endeavoured to be settled through discussion or
negotiations between the parties. If the dispute cannot be amicably settled either
party, as soon as practicable, but not earlier than three months after a request to
settle the dispute amicably has been made to the other party, give to the other
party note in writing or existence of such question, dispute or difference,
specifying the nature and the point at issue, and the same shall be finally settled
by Arbitration conducted in SSA- in accordance with The
Arbitration and Conciliation Act 1996 any modifications or re-enactments thereto
and relevant laws and regulations in force at that time in India. All such disputes
and differences which may arise between the parties hereto as to the meaning,
construction or effect of any of the terms and provisions of this agreement or as
to the right or claim of either party under this agreement shall be referred to the
sole arbitration of the SSA Head, Telecom District of the BSNL
company or his nominee including any officer of Bharat Sanchar Nigam Limited
(BSNL) nominated by him and the Franchisee / RD shall not raise any objection
to such arbitration on the ground that the arbitrator is an officer of Bharat 16
16
For and on behalf of the BSNL Signature & Seal
Name :
Designation :
Address :
Sanchar Nigam Limited (BSNL) and as such is an interested party or that the
Arbitrator so appointed has earlier dealt with the subject matter of this
agreement. Any order / Directions / Awards of the Arbitrator shall be final and
binding on both the parties. The arbitration proceedings shall take place in SSA
and will be governed by the provisions of The Arbitration and
Conciliation Act 1996 or of any statutory amendment thereto or any re-
enactment thereof for the time being in force. The Arbitrator so appointed shall
pass a speaking award.
12. Settlement off any sum of money due and payment to Franchisee, RD,
under the agreement or otherwise shall be appropriated by BSNL and same
shall be sett-off against any claim of BSNL for payment of sum of money arising
out of this agreement of other agreement made by Franchisee/RD with BSNL.
The Agreement includes the Annexure-D/ CM - S&D Policy and EOI dt.
....................... constitute entire agreement of the parties with respect to matters
here in conditioned and all its terms & conditions are binding among the parties
shall be signed by all parties. This agreement will be construed in interpretation
applied, governed in accordance with the laws of India and at Court ............. has
jurisdiction in respect of this agreement.
In witness whereof, the parties have causes this agreement to be executed and
delivered by the duly authorized officers:
For and on behalf of the Franchisee Signature & Seal
Name :
Executive Director / Prop. :
Address :
Telephone / Mobile Nos. :
For and on behalf of the Rural
Distributor
Signature
Name :
Address
Telephone / Mobile Nos. :
Name and Address of Witness Sign of Witness
Dated at on
Appointment of Rural Distributors in Malappuram SSA
for selling BSNL products as per Sales and Distribution Policy 2012
The General Manager Telecom, BSNL, Malappuram desires to appoint Rural Distributors in
selected areas of Malappuram SSA (List available in Annexure B) for distribution of BSNL products to
retailers within a restricted area.
Terms and Conditions:
• Rural Distributors are referred as RDs wherever necessary in this document.
• Rural Distributors may work on non-exclusive basis.
• Rural Distributors will be assigned an exclusive area of 4-5 BTS sites / 15 K.M. area
within one Franchisee Territory.
• Rural Distributors must be residents of one of the villages of the area, which they want to
serve so that they have good knowledge of local conditions and local market.
• Rural Distributors must directly serve the retailers within the designated area.
• Rural Distributors may primarily be served by existing Franchisee of that area or may be
served by BSNL directly.
• If served by the Territory Franchisee, Franchisee will collect all CAFs from Rural
Distributors and will provide them SIM as well as Recharge Coupon/C-TOPUP etc.
• Rural Distributors will make payment at the time of delivery of stock. However, they
should make the requisition to the Territory Franchisee in advance. Representative of
Territory Franchisee will deliver the stock at their doorstep.
• Else Rural Distributors may collect the stock from the nearest BSNL Customer
Service Centre and submit the documents to Customer Service Centre itself.
Eligibility
• Educational qualification: 8th passed
• Rural shop/Distributor of any product preferably of FMCG products/ electronic/ mobile
products etc.
• Resident of the same territory with proof of residence.
• Must possess PAN Card.
Commission and Discount structure:
Table- I (Three Tiers) Franchisee – Rural Distributors – Retailers
Sharing of Franchisee Discount/ Commission among Franchisee/ RDs/ Retailers
Product Franchisee RDs Retailers
New Connection (Prepaid/ Postpaid) 15% 15% 70%
CAF Commission 50% 20% 30%
Recharge / C-TOPUP 10% 15% 75%
Wherever retailers are being served through ‘Rural Distributors (RDs)’, Franchisee has to pass
on 90% of Recharge/ C-TOPUP of the Franchisee commission/discount to Rural Distributors. 2
Table- II (Two Tiers) - Rural Distributors – Retailers
Sharing of Franchisee Discount/ Commission among RDs/ Retailers
Product RDs Retailers
New Connection (Prepaid/ Postpaid) 15% 70%
CAF Commission 50% 30%
Recharge / C-TOPUP 15% 75%
Selection
• Interested parties may submit their application available in Annexure A with
eligibility documents on or before 17.00 Hrs of 18.10.2013 to Divisional
Engineer(Project Vijay), Sales Head, First Floor, Pa l a c e B ui l di n g, U p h i l l ,
Malappuram – 676505.
• Committee will take interview of all the short-listed candidates. Committee will judge
level of involvement of the candidate, understanding of distribution and telecom market in
the area.
• Selection criteria:
Experience - 50 marks
Presentation/ Interview - 50 marks
Date of selection - 11.00 Hrs of 24-10-2013
Venue of selection - Chamber of
Divisional Engineer (Project Vijay),
Sales Head,
First Floor, Palace Building,
Malappuram- 676505.
Contact Numbers - 0483– 2731600, 0483-2734610
• The selected Rural Distributors will sign an agreement with BSNL and will also submit
PBG of Rs.5000/- (Rupees Five Thousand Only), 50 % PBG from retired
BSNL/DoT/MTNL employees and spouse/son/daughter of working Employee.
• The initial period of agreement shall be for 3 years.
Performance Monitoring:
Weightage for evaluating performance against target achievement
Parameters Weightage
Type A Parameters
FRC / Plan Voucher 45%
RC 15%
POS 15%
Type B Parameters
% of CAF forms submitted 15%
Percentage of recharge sales via C-TOPUP 10%
Total 100%
Bench Mark Score 50%
Note: Type A parameters in case RDs served by Franchisees and
Type A & B both in case RDs served By BSNL. 3
Extension: Based on performance, the SSA Head may extend agreement on year-to-year basis for a
period of two years. The decision of BSNL shall be final in regard to the grant of extension.
Migration: Head of Circle may decide performance based migration criteria for RDs. The decision
of BSNL shall be final in this regard.
General Instructions:
1. Requirements for Rural Distributor: -
1.1 Rural Distributor has to sell BSNL product and services as specified by BSNL.
1.2 BSNL reserves the rights to seek/verify financial information from Rural Distributor
Bankers/credit providers & ensure other sources to carry out other verifications.
1.3 PBG of Rs.5000/- is refundable after successful operation (50% PBG from retired
BSNL/DoT/MTNL employees and spouse/son/daughter of working employees)
1.4 Rural Distributor shall deposit the aforesaid security deposit amount. BSNL reserves the
right to forfeit/adjust/apply the said security in full or part thereof after deduction of any
sums due from the Rural Distributor to BSNL at any time. Rural Distributor shall
continue to be liable for balance, if any. No interest will be paid on the security deposit
till it is refunded. BSNL reserves the right to increase the amount of security at any time
in its sole discretion with respect to any/some/all Rural Distributors.
2. Responsibilities of Rural Distributor: It is the responsibility of Rural Distributors to generate
demand for providing services permitted by BSNL. Selling of all BSNL Products and services
assigned to them, directly or through retailers. Not only the targets set are to be achieved but
also efforts are to be made to surpass it.
2.1 Timely submission of bills and claims to the Nodal Officer/ Franchisee.
2.2 MIS as per BSNL format to BSNL officials/ Franchisee as per frequency specified.
2.3 Rural Distributor must ensure that BSNL products are available in retail networks in
sufficient quantity on demand. Rural Distributor must ensure that no black-Marketing or
maltreatment to customer is done through its rural network.
2.4 Verification of credentials of customers –
2.4.1 Verification of PIA (photo, identity and address) of customer at the POS (Point of
Sale) has to be done as per the various guidelines issued by DoT and BSNL from
time to time. Rural Distributors will be responsible for the verifications done by
all the channels i.e. retailers.
2.4.2 The Rural Distributors shall obtain from customers/subscribers such documents
as prescribed from time to time by BSNL.
2.5 Rural Distributors will be responsible for all the work done through retailers.
2.6 Rural Distributors are required to attend meetings in SSA/ Franchisee as and when
needed. Rural Distributor must ensure availability of BSNL products and services.
3. Commission / Discount / Rewards / Marketing claim:
3.1 Rural Distributor will get upfront payment for basic commission/ discounts wherever
specified. Rural Distributor will retain his share and pass on remaining to retailer.
3.2 Designated BSNL Officer/ Franchisee to verify and sign the claim and forward it to the
respective unit.
3.3 BSNL/Franchisee shall have free access to the Rural Distributor premises & to inspect all
records, receipts, vouchers, sale books, demand registers etc.
3.4 BSNL reserves the right to change the commission/ discount structure from time to time
based on market/commercial needs without giving any notice.
3.5 TDS will be deducted as applicable and service tax will be levied as per rule. 4
4. BSNL reserves the right to change the terms of trade from time to time without any prior
notice.
4.1 The company reserves the right to withhold or delay the commission/discount for the Rural
Distributors (RDs) in case of any pending disputes in matters relating to activations or
cancellations.
4.2 In case of dispute arising between the RDs/ Franchisees and BSNL, the same shall be
adjudicated by the SSA Head or any official appointed by the SSA Head.
4.3 The decision of BSNL will be final on all matters relating to the business rules and will be
binding on the Rural Distributors.
4.4 The Rural Distributor has to fully co-operate with Franchisee / BSNL to investigate any
complaint.
4.5 BSNL shall not be liable for any act of discount/commission or omission of any third party.
4.6 The Rural Distributor will have to abide by the policy rules, regulations & instructions of
BSNL as revised/modified from time to time, without any prior notice to the Rural
Distributor in respect of all matters including security deposit, discount/commission payable
to the Rural Distributor etc.
4.7 SSA Head reserves the right to accept or reject any or all the Rural Distributor request in
part or full, without assigning any reason whatsoever.
4.8 SSA Head reserves the right to terminate the contract at any time without assigning any
reason.
4.9 In case of violation of terms and conditions of the contract or unsatisfactory services, SSA
Head reserves the right to terminate the contract at any time and forfeit the security deposit
in part or full.
5. Appointment of the Rural Distributor
5.1 BSNL will grant to the Rural Distributor, right for the Sales & Distribution of products &
services in the territory. The Rural Distributor must fulfill all the requirements of mentioned
territory assigned to him. The operations of Rural Distributors will not be allowed to operate
in any Territory other than the prescribed Territory. However BSNL shall have a right to
appoint any additional Rural Distributor(s) / Rural Distributor in the Territory / area of
operation of BSNL and the Rural Distributor shall have no objection what so ever.
5.2 BSNL Franchisee of the area or directly BSNL will supply to the Rural Distributor all the
relevant data, guidelines and other information to effectuate the purpose of the Agreement.
On termination of the Agreement, howsoever occasioned / caused, no further compensation
shall become due to the Rural Distributor unless the same shall have accrued prior to the
date of such termination and the Rural Distributor expressly has to agree that he will not be
entitled to any compensation and/or indemnification whatsoever, from BSNL in that regard.
6. General Obligations of the Rural Distributor
6.1 The Rural Distributor shall maintain a suitable strategy for the sales & distribution of
products & services in the allocated BTSs area through his retailers. The Rural
Distributor shall use its best efforts to actively provide effective services to the
subscribers of BSNL and always act in the interest of BSNL to delight its subscribers.
6.2 The Rural Distributor is on non-exclusive basis and agrees not to involve him in any
manner either directly or indirectly in any business or activity, which is competitive with
the business or activities of BSNL in his area of operation.
6.3 The Rural Distributor shall treat as confidential and secret all verbal and written
communication, lists and circulars which in the opinion of BSNL are regarded as
confidential information and/or trade secrets. The Rural Distributor shall adopt and
implement security procedures acceptable to BSNL for determining the persons to whom
such information is authorized to be disclosed based upon such person’s need to know the 5
same for the purpose of fulfilling his responsibilities in relation to the Agreement.
Confidential and trade secret information shall remain the property of BSNL and shall be
returned to BSNL upon termination of this Agreement in the manner prescribed by
BSNL. The Rural Distributor hereby undertakes and agrees not to retain and make any
copies of the entrusted confidential information.
6.4 RDs will not sublet his Distributorship. If at any time it is established that RD has sublet
his work then BSNL reserves the right to terminate the Distributorship.
6.5 In no case Rural Distributor is allowed to sell outside his territory. At any time if it is
established that Distributor sold product outside his given territory then it shall be treated
as violation of agreement. Where such circumstances agreement with such Rural
Distributor shall be discontinued and the Rural Distributor shall be barred for further
dealing with BSNL for a period of 2 years.
6.6 The security deposit of Rural Distributor shall be forfeited in case of violation of
agreement and non-fulfillment of statutory obligations.
6.7 Rural Distributor must ensure that BSNL products are available with retailer’s network in
sufficient quantity on demand. Rural Distributor must ensure that no black marketing or
mal treatment to customer is done through its network.
6.8 Rural Distributor is supposed to serve retailers at their premises. Rural Distributor must
ensure availability of BSNL products and services in the villages falling in his Territory
and which are inhabited.
6.9 Rural Distributor is responsible for Distribution network. RDS should pass commission /
discounts received by them to retailers as per commission structure mentioned in Table I
and Table II or as specified by BSNL from time to time.
6.10 The merchandise will be sold at the premises by the Rural Distributor and it is clarified:
(i) That BSNL shall be liable for the quality and genuineness of the goods sold by the
Rural Distributor,
(ii) That BSNL shall not be liable for any loss, pilferage or damage to the goods stored
and sold at the premises safety and security of premises and the merchandise shall be
the entire responsibility of the Rural Distributor.
7. Verification of identity of subscribers: The Rural Distributor has to ensure verification of
credentials of new subscribers - both as per documents submitted as well as per physical
verifications. Rural Distributors will be responsible for the verifications done by his retailers
working under them. RDs has to ensure that:
7.1 No pre-activated card is issued to the applicant.
7.2 Verification of document against original has been done at the point of sale (POS).
7.3 Subscriber enrollment form has been duly filled by applicant.
7.4 The photograph submitted has been matched with the applicant.
7.5 The form has been personally signed by the applicant in presence of retailer at POS.
7.6 The original proof of identity /address has been matched & verified with the self
attested photocopies submitted by the applicant.
7.7 Application form plus supporting documents has been checked & certified that:
a. Documents are in order.
b. Signature on the self-attested photograph matches the signature on the CAF.
c. Photograph on the form matches with the one on the photo ID document.
8. General Obligations of BSNL
8.1 BSNL shall from time to time or in response to specific request by the Rural Distributor 6
provide information, training and assistance relating to the services and arrange for qualified
personnel / representatives of BSNL to render such training and assistance. -
8.2 BSNL may provide the marketing material to the Rural Distributor. This may include but
not limited to, information brochures, posters, inserts, special giveaways, mailers (target-
segment-specific), folders, subscription forms, receipt books, stickers etc. It will not be
obligatory and binding on BSNL to provide all the above material, and will be provided as
per availability only.
8.3 BSNL/ his representatives will have unlimited access to the business premises of the Rural
Distributor to check, from time to time, Rural Distributor operations, including (i) the
process of selling and booking of connections, customer problem resolution, (ii) to identify
problems and suggest solutions for Rural Distributor to implement remedial measures, (iii)
inspect and audit any or all statutory and other books of records and accounts.
8.4 BSNL / its representative will ensure no black marketing happens & also have periodic
inspection / surprise check to ensure all channels are working properly.
8.5 The rates / discount / commission are subject to variation during the term of this Agreement
at the sole discretion of BSNL.
8.6 The Rural Distributor can supply the printed / display material etc. at his own cost without
any liability on BSNL. He will keep BSNL indemnity from the content of the publicity/
display material so supplied.
9. Brand name, Logos and Trademarks: The Rural Distributor shall not contest, at any time, the
right of BSNL or its affiliated companies to any brand names or Logo used or claimed by BSNL
or such companies.
BSNL reserves the right to modify sections / Annexure of this “Appointment of
Rural Distributors in Malappuram SSA for selling BSNL products as per Sales and
Distribution Policy – 2012” and Discount / Commission structure at any point of time with
the approval of Director (Consumer Mobility).
(Sd/-)
The General Manager Telecom, BSNL,
Malappuram – 6765057
Annexure - A
Particulars of the Applicant seeking Rural Distributorship
1. Name of the applicant :
2. Educational Qualification :
(Must be minimum 8
th Standard.
Documentary proof for Educational
Qualification must be attached)
3. Registered Address / Office Address :
Telephone No. (s) :
Mobile No (s) :
Fax :
4. Name of the area where Distribution is
applied for :
5. Territory Franchisee Name :
6. Date of inception of the firm :
7. Residential Address of the applicant :
(Copy to Proof of Address to be attached)
8. Email id of the applicant :
9. Name of the Banker with address :
and contact number(s)
10. PAN No :
11. Present activity with details :
12. Work experience with full details thereof :
(Supporting documents to be submitted)
Seal of the shop if any Signature with date 8
Annexure – B
List of areas for Rural Distributors (R D) in Malappuram SSA.
Sl
No
SSA Franchisee Territory
Code
RD
No
Tower Areas Identified for RD
1 Malappuram M/s.VH
Agencies,
Malappuram
KL09101 1 Kakkove, Vazhayoor, Olavattuur,
Ananthayur
2 Malappuram M/s.MH &
Sons, Nilambur
KL09102 2 Thottumukkam, Vettilapara,
Chundathumpoyil, Vadakumuri,
Poovathikkal
3 Malappuram M/s.MH &
Sons, Nilambur
KL09103 3 Pothukal, Munderi, Chembankolli,
Vellimuttam
4 Malappuram M/s.Titoni
Automations,
Perinthalmanna
KL09104 4 Pang, Pookode, Vengad, Moorkanad
5 Malappuram M/s.Titoni
Automations,
Perinthalmanna
KL09104 5 Vengoor, Vettathoor, Edapatta,
Puthankullam, Edayattur
6 Malappuram M/s.Pullur
Distributors,
Tirur
KL09105 6 Thirunavaya, Pattarnadakavu,
Athavanad, Thekkenkuttur, Beeranchira
7 Malappuram M/s.VH
Agencies,
Malappuram
(Looking After)
KL09106 7 Pookkattiri, Edayur, CK Para,
Kadampuzha, Kadampuzha Jaram,
8 Malappuram M/s.VH
Agencies,
Malappuram
(Looking After)
KL09106 8 Chamravattam Kadavu, Nadakkavu,
Polpakkara, Thavanoor
9 Malappuram M/s.Titoni
Automations,
Parappanangadi
KL09107 9 Chelembra, Kakkanchery, Idimuzhikkal,
Pallikkal Bazaar 9
Agreement form of Rural Distributor
This agreement is made at day of 20 , between
Telecom Circle / District, of Bharat Sanchar Nigam Limited (BSNL), a
Company incorporated under the Companies Act, 1956 having its Registered Office
& Corporate Office at Bharat Sanchar Bhawan, Harish Chandra Mathur Lane,
Janpath, New Delhi-110001Circle office at and SSA at (hereinafter
referred to as “BSNL” which expression shall be deemed to include its successors
and assigns wherever the context so admits or requires) through its duly authorized
representative Mr.
ON THE FIRST PART.
of SSA,
AND
M/s (hereinafter referred to as the “Franchisee-CM”
(or franchisee in short, both terms have been used in this document
interchangeably) which expression shall include his servants, heirs, executors and
administrators wherever the context so admits or requires) through its authorized
representative, Mr. ON THE SECOND PART.
AND
Sh. (hereinafter referred to as the “Rural Distributor” (or RD
in short, both terms have been used in this document interchangeably) which
expression shall include his servants, heirs, executors and administrators wherever
the context so admits or requires) through its authorized representative, Mr.
ON THE THIRD PART.
The BSNL, Franchisee-CM, RD, will individually be referred as “party” & collectively
called as “parties”
WHEREAS
(a) The BSNL is desirous of appointing authorized Rural Distributor with a
view to do sales and distribution of its Telecom Services to cater rural areas
covered by approx. 5 BTS under its brand names for which the BSNL has
been licensed to provide Telecom services.
Whereas BSNL selected RD through open interest dated for
(Name of the territory and SSA) from rural areas who will be
served by the said territories of Franchisee-CM as mentioned in the second
part of this agreement, for providing services on the terms and conditions as
agreed herein among parties of this agreement.
(b) The Rural Distributor has given an unconditional Bank Guarantee of
Nationalized Bank / Cash Deposit of Rs. valid for
years, months and shall be refunded after due fulfilment of the said
agreement.
(c) The RD has been selected for three years and its term may be extended for
two years on year to year basis, based on performance. This agreement 10
10
shall be valid till the validity of franchisee agreement or for period of three
year whichever is earlier.
(d) Whereas Franchisee-CM shall use RD and its retailers for sale and
distribution of BSNL products and services through the RDs in a rural area
on the terms & conditions as agreeable among the parties under this
agreement.
Now it is hereby agreed by and among the parties hereto as follows:
In consideration of due observance & performance of all the terms &
conditions mentioned in this Agreement (Annex-VI) & Parts of Annexure of
Agreement between BSNL & Franchisees and are also party of Agreement
(Annex-VI) attached here to & forms part & parcel of this Agreement. BSNL,
Franchisee, RD are to sign this agreement providing market & distribution of
selective service in the rural areas as per terms & conditions of various parts of
Annex of EOI and RD parties attached herewith.
i. Rural Distributors (RDs) shall be selected by BSNL and may work on non-
exclusive basis under the CM-franchisee agreement as executed between
BSNL & franchisee.
ii. BSNL shall issue a certificate to the effect that Sh.
is authorised RD selected by BSNL and authorised to serve under
M/s franchisee of territory .
iii. Rural Distributors will be assigned an exclusive area of 4-5 BTS sites / < 15
Km within one CM-franchisee territory.
iv. Rural Distributors shall directly serve the retailers and they do not have any
employee(s). They will primarily be served by existing franchisee of that area.
In case, the franchisee fails to serve, the RD will be served by BSNL directly.
v. Retailer / POS in the area of RD will be managed by Rural Distributors at its
own risk and cost and franchisee will have no direct role to play in that area.
2. The RD has submitted a bank guarantee / Cash Deposit of Rs. as a
security towards due observance and performance of terms and conditions of
this agreement. The PBG / Cash Deposit shall be valid for
years months. The Rural Distributor agrees to increase the amount
or/and to renew / extend the PBG from time to time till the expiry of this
agreement or till dues of BSNL by virtue of this agreement have been fully
paid and its claims satisfied or discharged or till BSNL is satisfied that terms
and conditions of the said agreement have fully and properly carried out by the
franchisee. Without prejudice to its risks & remedies BSNL shall encash/forfeit
the said PBG on breach of terms &conditions of this agreement by RD or
failure to provide services under this agreement by RD or failure of the RD to
meet the targets assigned by BSNL.
2.1 The Franchisee-CM has submitted the PBG of Rs. ........................ towards
observation of performance of terms of this agreement and its own agreement
dated……….
3. Commission / Discount :
a) Sharing of Commission / Discount among Franchisee, RD & Retailer will be
as per the Annexure-V and will be payable as per the procedure specified by 11
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the BSNL. The Franchisee shall make payment of discount/commission to
RDs as per Annex-V.
RDs will also get graded incentive on activation per month
• Minimum 100 - Rs.1000/-
• 101 to 500 - Rs.3/- per Activation
• 501 to 1000 - Rs.4/- per Activation
• Maximum Payable graded incentive - Rs.2500/-
Note:
1. The incentive will be payable after the end of the month & deposition of the
CAF.
2. Retailer retention incentive per month subject to minimum 5 numbers of FRC /
Plan Voucher and recharge sale of Rs.5,000/- by retailer in the month (as per
Sanchar-soft data only) will be as follow:
• Franchisee - Rs.10/-
• Rural Distributor - Rs.15/-
b) RDs should pass commission / discounts received by them to retailers as per
said Annexure-V or as specified by BSNL from time to time.
c) Mode of payment between RDs and Franchisee shall be electronically based
on Sanchar-Soft. BSNL shall devise the system for manual payment, till the
provision of 3-tier structure (Franchisee/ RDs/ Retailer) in Sanchar-Soft. It is
the responsibility of Franchisee, the payment received from RD should be
deposited on the same day in BSNL account.
4. Verification of identity of subscribers
Franchisee shall be responsible for the subscriber’s verification done by the
Rural Distributor & retailers of Rural Distributor. The original proof of identity
/address be matched & verified with the self attested photocopies submitted
by the applicant.
5. Responsibilities and Obligation of Rural Distributor
5.1 Rural Distributor must ensure that BSNL products are available in
retail networks in sufficient quantity on demand.
5.2 Rural Distributors and for its channel retailer shall submit CAF
completed in all respect to concern franchisee.
5.3 Rural Distributors are required to attend meetings in SSA/ Franchisee
as and when needed.
5.4 Rural Distributor is supposed to serve retailers at their premises.
5.5 The BSNL reserves the right to change the terms of trade from time to
time without any prior notice.
5.6 The Rural Distributor shall fully co-operate Franchisee / BSNL.
5.7 RDs will make payment at the time of delivery of stock. However, they
should make the requisition to the territory franchisee in advance.
5.8 The Sales Target shall be communicated by BSNL from time to time
which shall be part &parcel of this Agreement.
5.9 Timely submission of bills and claims to the nodal officer/ franchisee.
5.10 MIS as per BSNL format to BSNL officials/ Franchisee as per
frequency specified. 12
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5.11 Rural distributors are required to attend meetings in SSA/ Franchisee
as and when needed. Rural Distributor must ensure availability of
BSNL products and services.
5.12 RDs will not sublet his distributorship. If at any time it is established
that RDs has sublet his work then BSNL reserves the right to
terminate the distributorship.
5.13 In no case Rural Distributor is allowed to sell outside his territory. At
any time if it is established that distributor sold product outside his
given territory then it shall be treated as violation of agreement. Where
such circumstances agreement with such Rural Distributor shall be
discontinued and the Rural Distributor shall be barred for further
dealing with BSNL for a period of 2 years.
5.14 The security deposit of Rural Distributor shall be forfeited in case of
violation of agreement and non fulfilment of statutory obligations.
5.15 Rural Distributor must ensure that BSNL products are available with
its retailers in sufficient quantity on demand. Rural Distributor must
ensure that no black marketing or mal treatment to customer is done
through its network.
5.16 Rural Distributor is supposed to serve retailers at their premises. Rural
Distributor must ensure availability of BSNL products and services in
the villages falling in his territory and which are inhabited.
5.17 If any proof is found, suggesting illegal involvement of Rural
Distributor/ retailer or any other distribution channels, SSA head will
decide and propose cancellation of Rural Distributor license.
5.18 SSA head reserves the right to terminate Rural Distributorship at any
time based on performance.
5.19 SSA head reserves the right to accept or reject any or all the Rural
Distributor request in part or full, without assigning any reason
whatsoever.
5.20 In case of termination of agreement with franchisee, RD will be served
by the look-after franchisee of the respective territories or by the
BSNL/ any other channel.
5.21 RD has to sell BSNL product and services as specified by BSNL.
5.22 In case of dispute arising between the Rural Distributor/ Franchisee
and BSNL, the same shall be adjudicated by means arbitration clause.
5.23 The decision of BSNL will be final on all matters relating to the
business and will be binding on the Rural Distributor.
5.24 If any proof is found, suggesting illegal involvement of Rural
Distributor/ retailer or any other distribution channels, SSA head may
decide and cancel contract of Rural Distributor.
5.25 SSA head reserves the right to terminate Rural Distributorship at any
time without assigning any reason.
5.26 In case of violation of terms and conditions of the contract or
unsatisfactory services, SSA head reserves the right to terminate the
contract at any time and forfeit the security deposit in part or full.
5.27 RD has to sell BSNL product and services as specified by BSNL.
5.28 BSNL reserves the rights to seek/verify financial information from
Rural Distributor Bankers/credit providers & ensure other sources to
carry out other verifications 13
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5.29 The RD agree not to involve himself in any manner either directly or
indirectly in a business or activity which is in connection with business
or activities of BSNL. The RD acknowledges that the adherence of this
provision is a material obligation of this agreement.
5.30 The RD shall treat as confidential and secret all verbal and written
communication, lists and circulars which in the opinion of the BSNL
are regarded as confidential information and/or trade secrets. The
Franchisee shall adopt and implement security procedures acceptable
to the BSNL for determining the persons to whom such information is
authorized to be disclosed based upon such person’s need to know
the same for the purpose of fulfilling his responsibilities in relation to
the Agreement. Confidential and trade secret information shall remain
the property of the BSNL and shall be returned to the BSNL upon
termination of this Agreement in the manner prescribed by the BSNL.
The Franchisee hereby undertakes and agrees not to retain and make
any copies of the entrusted confidential information.
5.31 The RD shall use BSNL Logo, Brand name during the term of this
agreement.
5.32 The RDs have to bear all applicable taxes as per central/state/local
laws, service tax on commission etc. BSNL shall not be responsible for
any circumstances whatsoever.
5.33 The RD shall be sincere to insure the stocks in its possession and
liability for any loss or damage due to any fire, burglary, theft
whichever is that of RD.
5.34 The RD shall not secure subscribers from outside the allocated area
and confined the operation within the allocated area.
5.35 RD shall neither assign its rights and remedies nor transfer its
obligations under this Agreement without prior written consent BSNL.
5.36 Other Obligations:
a. The RD shall not shift the operations to any other premises without
written permission from the BSNL.
b. The RD will not be allowed to make any alteration/ correction in the text
matter of registration forms or any printed materials supplied by the
BSNL.
c. In case of loss of the certificate(s) or any documents issued by the
BSNL, the RD shall immediately report the same to the BSNL with the
copy of F.I.R.
d. The BSNL will issue a certificate to the effect that M/s
is the authorized RD for BSNL service. This
certificate shall have to be displayed by the RD. 14
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e. The BSNL reserves the right to increase the number of the RD in the
territory allotted to the RD, withdraw the work of Rural Distributorship of
any or all products for any reason at the discretion of the BSNL or take
such steps etc. in the interest of service.
5.37 The merchandise will be sold at the premises by the Franchisee / RD
and it is clarified:
a. That the Franchisee / RD shall not have any authority to store, sell
or transfer or in any way dispose of the merchandise except as
provided in this Agreement.
b. The Franchisee / RD shall be responsible for all taxation
aspects/levies levied by the govt. authorities. The merchandise sold
by him and liable for the same, BSNL shall not be responsible in
any case.
c. That the BSNL shall not be liable for any loss, pilferage or damage
to the goods stored and sold at the premises and the merchandise
shall be the entire responsibility of the Franchisee / RD.
d. That it shall be the responsibility of the Franchisee / RD to effect
the sales through proper invoices detailing the material particulars
of the BSNL phones including the IMEI number. The Franchisee
shall keep the BSNL indemnified against claims regarding
unauthorized handsets sold or alleged to have been sold from the
Franchisee's outlet(s), being raised against the BSNL by any third
party.
e. That the BSNL shall not be liable for any loss or damage of Free C
TOP-UP activation SIM provided by BSNL.
f. That the BSNL shall not be liable for any loss or damage of Third
Party Recharge (TPR).
5.38 BSNL reserves the right to suspend the operation of this agreement, at
any time, due to change in its own license conditions or upon
directions from the competent government authorities. In such a
situation, BSNL shall not be responsible for any damage or loss
caused or arisen out of aforesaid action. Further, the suspension of
the agreement will not be a cause or ground for extension of the
period of the agreement and suspension period will be taken as period
spent. During this period, no charges for use of the facility of the
franchisee shall be payable by BSNL.
6. Responsibilities and Obligation of Franchisee:
a) Franchisees shall serve the RDs of his territories at his door-step on terms &
conditions as mentioned herein and in the agreement dtd.
between BSNL & Franchisees.
b) Wherever RDs are available, sales and distribution of BSNL product and
services, should be only through retailers of RDs.
c) Franchisees shall not create his retail network wherever RDs are selected.
d) Territory Franchisee will collect all CAFs from RDs and will provide them
SIM as well as Recharge Coupon/C-TOPUP. 15
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Parameters Weightage
Type A Parameters
FRC / Plan Voucher 45%
RC 15%
POS 15%
Type B Parameters
% of CAF forms submitted 15%
Percentage of recharge sales via C-
TOPUP
10%
Total 100%
Bench Mark Score 50%
e) The Franchisee shall be responsible for all the issues of RD inter-alia,
replacement of defective stock, payments, compliances, reconciliation of
account with RD, physical verification of stock/ regular meeting with RD,
Taxes aspects, payment of commission etc.
7. Responsibilities of BSNL: If Territory Franchisee does not serve the RDs
properly then RDs will be served by BSNL directly. SSA Head will make suitable
arrangement for material delivery to RDs is such case at his doorstep.
8. Performance Monitoring:
The Performance of the RDs shall be measured as follows:
Weightage for evaluating performance
Note: Type A parameters in case RDs served by franchisees and Type A &
B both in case RDs served By BSNL.
9. Extension: Based on performance, the SSA Head may extend agreement on
year-to- year basis for a period of two years. The decision of BSNL shall be final
in regard to the grant of extension.
10. Exit Clause: RD may exit by giving 60days notice and PBG shall be refunded
once the pending dues if any are cleared.
11. Dispute Resolution/ Arbitration: Any question, dispute or differences arising
out of or in connection with this agreement or Breach, termination or validity
hereof, shall be first endeavoured to be settled through discussion or
negotiations between the parties. If the dispute cannot be amicably settled either
party, as soon as practicable, but not earlier than three months after a request to
settle the dispute amicably has been made to the other party, give to the other
party note in writing or existence of such question, dispute or difference,
specifying the nature and the point at issue, and the same shall be finally settled
by Arbitration conducted in SSA- in accordance with The
Arbitration and Conciliation Act 1996 any modifications or re-enactments thereto
and relevant laws and regulations in force at that time in India. All such disputes
and differences which may arise between the parties hereto as to the meaning,
construction or effect of any of the terms and provisions of this agreement or as
to the right or claim of either party under this agreement shall be referred to the
sole arbitration of the SSA Head, Telecom District of the BSNL
company or his nominee including any officer of Bharat Sanchar Nigam Limited
(BSNL) nominated by him and the Franchisee / RD shall not raise any objection
to such arbitration on the ground that the arbitrator is an officer of Bharat 16
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For and on behalf of the BSNL Signature & Seal
Name :
Designation :
Address :
Sanchar Nigam Limited (BSNL) and as such is an interested party or that the
Arbitrator so appointed has earlier dealt with the subject matter of this
agreement. Any order / Directions / Awards of the Arbitrator shall be final and
binding on both the parties. The arbitration proceedings shall take place in SSA
and will be governed by the provisions of The Arbitration and
Conciliation Act 1996 or of any statutory amendment thereto or any re-
enactment thereof for the time being in force. The Arbitrator so appointed shall
pass a speaking award.
12. Settlement off any sum of money due and payment to Franchisee, RD,
under the agreement or otherwise shall be appropriated by BSNL and same
shall be sett-off against any claim of BSNL for payment of sum of money arising
out of this agreement of other agreement made by Franchisee/RD with BSNL.
The Agreement includes the Annexure-D/ CM - S&D Policy and EOI dt.
....................... constitute entire agreement of the parties with respect to matters
here in conditioned and all its terms & conditions are binding among the parties
shall be signed by all parties. This agreement will be construed in interpretation
applied, governed in accordance with the laws of India and at Court ............. has
jurisdiction in respect of this agreement.
In witness whereof, the parties have causes this agreement to be executed and
delivered by the duly authorized officers:
For and on behalf of the Franchisee Signature & Seal
Name :
Executive Director / Prop. :
Address :
Telephone / Mobile Nos. :
For and on behalf of the Rural
Distributor
Signature
Name :
Address
Telephone / Mobile Nos. :
Name and Address of Witness Sign of Witness
Dated at on
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