TERMS & CONDITIONS

It is agreed between FN Software Solutions Private Limited and NDASENDATM Touch Point (NTP) - Agent Outlet (AO) or Mobile Agents (MA) as follows:


  1. DEFINITIONS

    1. In this agreement, including the schedules to this agreement, the following words and phrases shall have the following meaning:
      1. "AO" means such "Agent Outlet" or merchant establishment, which has been identified by the Agent Management Entity (AME) and is willing or has entered into an arrangement with FN to retail FN Services
      2. "NTP" means "NDASENDATM Touch Point" or merchant establishment who is willing to enter or has entered an agreement with FN to provide specified Services to the end consumer
      3. “MA” means “Mobile Agents” or merchant establishment, which has been identified by the Agent Management Entity (AME) and is willing or has entered into an arrangement with FN to retail FN Services
      4. "Customer" shall mean customers of the Company (being the NTP-AOs or MAs), or the customer of the NTP-AOs or MAs, as the context may indicate.
      5. “FN” shall mean “FN Software Services Private Limited” (the company)
      6. "PIN Number" refers to a unique identification number, which upon input into end-users phone instrument grants the end-user a recharge of prepaid products/services as offered by the Company
      7. "Recharge Voucher" refers to a physical recharge card with a PIN Number having the facility to top up the prepaid products/services as offered by the Company from time to time. In case of a PINLESS transaction, the recharge voucher will be called a recharge receipt.
      8. "Non-refundable Deposit" refers to the initial amount paid by the NTP-AO/MA to the Company for the purpose of provisioning the Company's service(s) of mobile recharge distribution, to the NTP-AO/MA by providing him a login ID and a password and setup cost associated with it. Such money is a one time cost to the NTP-AO/MA to begin service and is not refundable except under the schemes launched by the Company from time to time.
      9. "AME" refers to "Agent Management Entity", a super agent, appointed by FN to promote, distribute and market retail sale of the FN Services through a network of NTP-AOs/MAs to be signed up and managed by the AME for and on behalf of FN as per FN business and retail strategy & policies.
      10. "Security Deposit" refers to any security, cash or otherwise, given by the NTP-AO/MAs to the Company for the purpose of provision of Terminal Equipment and or/prepaid products/services or any accessory by the Company. Such money will not carry any interest unless otherwise agreed specifically.
      11. "SP" shall refer to any "Service Provider" with which the Company has an agreement to distribute products/services.
      12. "Terminal Equipment" shall refer to electronic hardware devices that are capable of accepting the input of data and communicating such data to various remote computer networks and interchanging information. Computer system with prescribed configuration and licensed Operating Software (OS) shall refer to electronic hardware devices capable of receiving data, its process and communicating output data through internet having login ID and password.
      13. "Software Program" shall refer to various Software Programs supplied by the Company that can be installed into Terminal Equipment or computer tills enabling the dispensation of prepaid products/services electronically. "Effective Date" shall be the date of signing this agreement.

  2. PREAMBLE

    1. The NTP-AO/MA wishes to become an agent of Company for providing electronic prepaid products and services being offered by the Company from time to time on behalf of the various SP with whom the Company has distribution arrangements.
    2. The Company wishes to appoint the NTP-AO/MA as a point of sale agent for electronically distributing the prepaid products/services of SP through the Terminal Equipment or through Internet as per agreed terms and conditions.
    3. The NTP-AO/MA can order prepaid products/services using the Terminal Equipment supplied by the Company or through Internet or Mobile in order to instantly download the same if sufficient balance of the NTP-AO/MA is available with the Company.
    4. The Parties accordingly wish to record the basis of their agreement and their respective rights and obligations as under:

  3. PROVISION OF TERMINAL EQUIPMENT AND SOFTWARE

    1. The Company agrees to supply, install, integrate and commission a Terminal Equipment with requisite software at the NTP-AO/MA or through Internet or mobile that is capable of communication with the servers/network of the Company for acceptance of orders of stock of prepaid products/services, electronic delivery of stock and dispensing electronic prepaid products/services or downloading/printing PINs for purchase by end-users of prepaid products/ services for facilitating specified transactions by electronic dispensing of services to the end users.
    2. The Terminal Equipment/Internet/Mobile shall be operated at the NTP-AO's/MA’s cost.
    3. FN may levy software charges from NTP-AO/MA as per circulars/ notifications issued from time to time.

  4. SECURITY DEPOSIT/MINIMUM BALANCE

    1. Unless otherwise agreed in writing, the NTP-AO/MA agrees to give a one time Non-refundable Deposit only to the Company for enrolling the NTP-AO/MA and setting him up as a registered NTP-AO/MA of the Company for the purpose of distributing prepaid products/services of various SPs either through the Terminal Equipment or through Internet or Mobile. This Non-refundable Deposit will be non-refundable and is a charge towards setting up costs of the Company.
    2. The NTP-AO/MA agrees to provide an interest free security deposit for Terminal Equipment of an amount as mentioned in Investment Plan Selection Form 2015 annexed to this agreement against the Terminal Equipment supplied by the Company which will not be payable in case of web based accounts.
    3. The NTP-AO/MA agrees that the business done through this account will be as per Investment Plan Selection Form 2015 failing which the Company has the right to cancel this agreement and be refunded after the Terminal Equipment is received by the Company.

  5. CHARGES AND PAYMENTS

    1. Payments for prepaid products/services purchased by the NTP-AO/MA shall be made in advance to the Company through AME.
    2. The charges payable by the NTP-AO/MA for products/services ordered for various denominations of various SPs shall be an amount equivalent to the face value of the airtime thereof, less the discount applicable as may be stipulated by the Company from time to time. The initial discounts shall apply from the effective date as set out in this agreement.
    3. Once an order placed by the NTP-AO/MA is executed and the products/services are delivered to the Terminal Equipment, all risks pertaining to that products/ services supplied by the Company shall lie with the NTP-AO/MA. The Company shall be entitled to charge the NTP-AO/MA any cash handling fee and/or other banking fees and/or other relevant administration fees that may be incurred by the Company as a result of the NTP-AO/MA depositing funds into the Company's account and/or for any debit instructions that the Bank may charge.
    4. NTP-AO/MA shall be paid fees and commission by FN as announced through circulars issued from time to time or as amended from time to time and will be subject to TDS and other taxes as per the laws applicable.
    5. The Company may charge fees from NTP-AO/MA like software or terminal upgradation fee or any other fee to recover the cost of upgradation/installation of software/terminal/any other equipment.

  6. CANCELLATION / TERMINATION / FORFEITURE

    1. This agreement may be terminated in the case of the Company by giving the NTP-AO/MA ten (10) days written notice or in case of the NTP-AO/MA by giving the Company ten (10) days written notice.
    2. In case of termination of agreement or cessation of business as mentioned in clause 6.1 above, the NTP-AO/MA will be obligated to return the Terminal Equipment to the Company within next fifteen (15) days in good working condition. Failure to do so would entitle the Company to forfeit the eCash and Security Deposit lying to the credit of the NTP-AO/MA.
    3. The NTP-AO/MA shall be liable for a cancellation fee of 10% of the Security Deposit unless otherwise agreed in writing in Investment Plan Selection Form 2015 in case of notice given by the NTP-AO/MA to cancel any of the services within six (6) months of signage thereof.
    4. Should the NTP-AO/MA wish to cancel the agreement with the Company, it is the NTP-AO's/MA’s responsibility to return the Terminal Equipment or any other accessory in proper working condition from its outlet.
    5. The Company reserves the right, at its sole and absolute discretion, to disconnect or suspend this arrangement to the NTP-AO/MA without explanation and without notice, should the NTP-AO/MA not fulfill any of his obligations herein or should the Company suspect that the NTP-AO/MA is not acting in good faith or should any fraudulent activity be suspected or for any reason whatsoever. The NTP-AO/MA shall be liable for any amount due or those that have become payable prior to the date of suspension/disconnection.
    6. The Company has the right to forfeit the security deposit of the NTP-AO/MA along with unused eCash in case the NTP-AO/MA neither has done any transactions using the terminal during the last thirty (30) days nor has returned the terminal in good working condition to the Company.
    7. The amount of security deposit shall be returned to the NTP-AO/MA upon termination of this agreement only on fulfillment of all the obligations by the NTP-AO/MA, as stipulated herein.
    8. The Company reserves the right to offset any payment due to it from the Security Deposit if any, payable to the NTP-AO/MA and shall also be entitled to appropriate, without prejudice, any such payment to any other liability, which, at its own discretion it deems, the NTP-AO/MA owes to the Company.
    9. The terminal is property of the company at all times. NTP-AO/MA/AME has no right, whatsoever, on the ownership of terminal or any other asset provided by the company. Upon forfeiture, NTP-AO/MA/AME is under real obligation to return the terminal in good working condition. Failing to return terminal to company entitles company to recover the terminal along with cost of recovery of the terminal.

  7. NO PARTNERSHIP

    1. The Company, the AME, the NTP-AO and the MA are independent businesses and the arrangement between them is purely contractual as governed by the terms and conditions of the respective agreement and nothing contained herein shall be interpreted in such a way as to imply that the Company, the AME, the NTP-AO and the MA are partners or employer/employees, joint undertakers or shareholders for any purpose whatsoever.

  8. DAMAGES

    1. The Company is hereby exempted from and shall not be liable under any circumstances whatsoever to the NTP-AO/MA for any loss, damage, whether direct, indirect, consequential or otherwise, or for any loss of profits, or other special damages of any kind whether within contemplation of the parties or not, that the NTP-AO/MA may suffer as a result of any breach by the Company on any of its obligations under this agreement or otherwise.
    2. The NTP-AO/MA indemnifies the Company against any action for damages or otherwise (resulting as a direct or indirect consequence of the Company's performance) brought against it, by customer, and/or an end user and/or any other party.

  9. DISPUTES

    1. The NTP-AO/MA shall be liable for all legal costs (including attorney and client costs) incurred by the Company in enforcing its rights in this agreement as well as for expenses incurred by the Company in exercising any rights arising out of breach of the NTP-AO's/MA’s obligations herein including but not limited to collection charges and/or tracing fees.
    2. Without prejudice to the provisions hereof, in the event of any dispute, difference, conflict or question arising between the Parties hereto relating to or concerning or arising out of this Agreement, the same shall be referred to the sole arbitration of the Chairman and Managing Director of FN, or his nominee, whose decision shall be final and binding on the Parties.
    3. All disputes, obligations, performance, interpretations arising out of this agreement shall be construed under Zimbabwean laws and subject to the jurisdiction of courts at Harare, Zimbabwe.

  10. ELECTRONICS AND SOFTWARE FACILITIES

    1. Ownership of any Terminal Equipment supplied to the NTP-AO/MA shall vest with the Company and shall be returned to the Company by the NTP-AO/MA, at the NTP-AO's/MA’s own cost and expense, within fifteen (15) days after termination of any part of this agreement.
    2. The NTP-AO/MA shall be liable for the replacement costs of any of the relevant items should it fail to return such equipment within fifteen (15) days in good working order condition. All risks including the risk of destruction by any kind or loss of equipment in any way shall pass on to the NTP-AO/MA, upon taking delivery of the Terminal Equipment from the Company.
    3. The NTP-AO/MA is not permitted to sell/transfer or assign Terminal to any third party.
    4. The NTP-AO/MA is not permitted to transfer or shift the Terminal from one place to another place without the prior approval of the Company.
    5. Ownership and copyright to any software program associated with the Terminal shall vest solely with the Company. The NTP-AO/MA shall be responsible and held liable for any unauthorized copying or modifications thereto.

  11. AMENDMENTS AND NOTICES

    1. The Company may amend or substitute any terms and conditions of this agreement and/or any charges by giving a thirty (30) days notice addressed to the NTP-AO/MA or by including the amendment or substitution on or with statement sent to the AO/MA.
    2. The Company shall, with notice to the NTP-AO/MA, cancel or withdraw, with immediate effect, any effective discount applicable to the NTP-AO/MA account.
    3. A notice sent to the NTP-AO/MA shall be deemed to have been received by the NTP-AO/MA within seven (7) days after sending date. The NTP-AO/MA shall be bound by the amendments and/or substitutions unless the Company has been notified otherwise in writing within seven (7) days after receipt of notice.
    4. The Company may inform NTP-AO/MA of any new product/service or communicate for changes in any existing product/service, any promotional/transactional activities, through any of communication channels including SMS, Email, facsimile, call, visit etc.
    5. The communication shall be deemed to be received by NTP-AO/MA
      1. if communication made through call, when NTP-AO/MA receives the call;
      2. if sent by SMS, when sent (on sending the message to mobile number available with Company and when recall of this message is outside the control of the sender);
      3. if sent by facsimile, when sent (on receipt of confirmation to the correct facsimile number) and
      4. if sent by e-mail, when sent (on receipt of confirmation to the correct email ID)
      5. if by visit, when the representative of Company visits the outlet of NTP-AO/MA and informs the NTP-AO/MA personally.

  12. UPGRADATION OF TERMINAL OR SOFTWARE

    1. The Company reserves the right to upgrade, modify or alter the software or Terminal Equipment or any other equipment provided to the NTP-AO/MA, at anytime, by giving the NTP-AO/MA prior notice of such upgradation.
    2. In the event of upgradation, NTP-AO/MA shall be liable to return the old Terminal/ Modem or any other equipment in proper working condition to the Company and to pay the requisite installation/upgradation fee, if any.
    3. In the event of upgradation, Company, at its option, may convert the refundable security deposit into non-refundable security deposit, as charges for use of such upgraded equipment.
    4. Upon termination of the NTP-AO/MA Agreement/Arrangement for any reason whatsoever, the NTP-AO/MA shall be obliged and liable to return the upgraded equipment in proper working condition to the Company.

  13. UNDERTAKINGS BY THE NTP-AO/MA

    1. The NTP-AO/MA undertakes not to do anything that damages the good name and reputation of the Company, it's subsidiaries or it's holding Company or the SP and shall protect and enhance the good name and reputation of the Company in the fulfillment of its obligations under this agreement.
    2. To procure that such promotional or advertising material as may be provided by the Company or SP from time to time to the NTP-AO/MA displayed at all times in the NTP-AO/MA outlets in accordance with the directions and requirements of the Company.
    3. To indemnify the Company and the SP against any loss, penalties or damages suffered by the Company as a result of the NTP-AO/MA or its outlet failure to comply with all obligations, which may fall on the NTP-AO/MA arising out of this agreement, including annexure hereto and any service level procedure manuals, as shall be made available to the NTP-AO/MA from time to time.
    4. To procure the compliance of the NTP-AO’s/MA’s outlets with all provisions of this agreement in the same manner as the NTP-AO/MA is obliged to comply therewith
    5. In the event of the Company being aware of any breaches of the provisions of this clause or any provisions of the agreement by any of the NTP-AO/MA outlets, the Company shall be entitled, without prejudice to any of its rights, to terminate services to the NTP-AO/MA.
    6. Not to sell the products/services at prices above or below the marked price and not to overcharge the end user the fees/charges as indicated by the Company. The NTP-AO/MA will also be directly liable to the Company, in case of breach of this condition.
    7. Not to indulge in or promote any unlawful, illicit or illegal activity or purposes pertaining to the line of business of the agreement or products mentioned herein. Any such activity noticed by the NTP-AO/MA in the market place must be brought to the notice of the Company immediately.
    8. Not to provide service of a similar nature from a competing company from the premises where the Terminal Equipment is installed, during the validity of this Agreement.

  14. CONFIDENTIALITY

    1. The NTP-AO/MA shall not, without the prior written consent of the Company, use or disclose any information whatsoever relating to any transactions to any other person or otherwise use any information acquired by it in relation to the Customers other than for the purposes of this agreement, unless such information is required to be disclosed by statutory or regulatory authority of competent jurisdiction. The confidentiality condition shall continue in force even after the termination of this Agreement in respect of information obtained during the subsistence of this Agreement.
    2. NTP-AO/MA is aware that all information disclosed by Company or SP and received by NTP-AO/MA is confidential in nature and having regard to sensitive nature of such information and record, specifically agree to maintain secrecy and confidentiality of all the information.
      1. NTP-AO/MA must always protect the confidentiality of proprietary and confidential information it/he obtains or creates in connection with its/his activities for the Facilities, in accordance with the applicable law. NTP-AO’s/MA’s obligation to protect - proprietary and confidential information continues even after its/his contract expiry or termination, and it/he must return all proprietary information in your possession upon leaving the FN Services.
      2. Proprietary and confidential information include any system, information or process that gives the Facilities an opportunity to obtain an advantage over competitors; non public information about businesses, its customers and its employees, any other non public information received.
      3. Proprietary and confidential information about the Facilities, a customer, supplier or distributor, should not be disclosed to anyone (including other employees) not authorized to receive it or has no need to know the information, unless such disclosure is authorized by the customer or is required by law, appropriate legal process or appropriate internal authorities.
      4. Unauthorized use or distribution of proprietary information violates the internal policies and could be illegal. Such use or distribution could result in negative consequences for both the arrangement under the agreement and the individuals involved, including potential legal and disciplinary actions.
      5. Acts of ignorance that could lead to such proprietary information, especially through electronic means – like CDs, floppy etc., may lead to investigation and probe against you.

  15. COMPLIANCE WITH LAWS

    1. NTP-AO/MA shall be liable for applicability of laws concerning rendering of services as provided under this agreement.
    2. NTP-AO/MA shall maintain and procure necessary licenses and approvals from relevant authorities as per the law.
    3. NTP-AO/MA shall be liable for compliance of applicable labor laws and retirement benefits in respect of his/her establishment.

  16. MAINTENANCE OF RECORDS

    1. For services NTP-AO/MA shall maintain and ensure safe custody of all records so as to enable the Company or any other authority appointed by them to inspect them.
    2. The Company shall have all the rights to monitor and access the performance of NTP-AO/MA and instruct the NTP-AO/MA to rectify the deficiencies as pointed out as a result of audit conducted by the Company or any other authority appointed by them.

  17. CODE OF CONDUCT

  18. Customer Service

    1. The customer communication information, Facilities including but not limited to, product information, fees and transaction limits, needs to be displayed in the Premise in such a way that it is prominently visible to the approaching customers.
    2. Customers need to be attentively attended and all their doubts and queries should be clarified with the best effort.
    3. Customers should be hand-holded wherever required while performing various operations.
    4. Any dispute or transaction errors at the counter should be resolved or raised to FN’s support call center before the customer leaving the counter.
    5. While accepting cash from customers during selling the services, proper due diligence of the currency notes should be done.

    Workplace Responsibilities – Do’s and Don’ts

    Do’s

    1. Personal dignity, privacy, and personal rights of every individual.
    2. Work together with women and men of various nationalities, cultures, religions, and races in a professional manner.
    3. Be open and honest and stand by your responsibility.

    Don’t

    1. Discriminate, harass or offend anybody by whatever means, be it sexual or otherwise.
    2. Engage in contacts with competitors that could create even an appearance of improper agreements, whether the contact is in person, in writing, by telephone or through e-mail.

    Conflict of Interest and Outside Activities

    Conflicts of Interest – General principles

    1. Conflicts of interest can occur if business practices sacrifice interests of one set of customers in favour of another or place business interests ahead of customers.
    2. NTP-AOs/MAs would be expected to be sensitive to any activities, interests or relationships that might interfere with or even appear to interfere with, his ability to act in the best interests of all stakeholders.

    Privacy – Do's and Don’ts

    Do’s

    1. Properly control access to your work areas and computers.
    2. Protect the physical security of official information.
    3. Limit access to information strictly to those with a legitimate business reason for seeking that information.

    Don’t

    1. Discuss sensitive matters or confidential information in public places.
    2. Transfer official information into personal databases or carry hard copies of official information (otherwise than for official purposes) outside the office, without prior permission from your superior.

  19. GENERAL

    1. The Company shall have the sole and exclusive right of whether to approve or decline to enter into this agreement with the NTP-AO/MA or alternatively to exclude the offering of certain plans as contemplated herein.
    2. The NTP-AO/MA agrees that all the terms and conditions mentioned herein are all material to this agreement and agrees to comply therewith.
    3. The obligations herein shall apply jointly and severally to the NTP-AO/MA and his assigns.
    4. The provisions of this agreement shall, as far as permitted by law, be binding upon the parties, executors, trustees, curators, legatees, heirs and other successors in title.
    5. The NTP-AO/MA may not cede or assign any of its rights or obligations in terms of this agreement without the prior written consent.

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