DSA agreement by keralaguest


									                                    AGREEMENT FOR DSA
       This agreement is made at ……. ………………………………………… day of 2007
between Bharat Sanchar Nigam Limited ( BSNL ), a Company incorporated under the
Companies Act, 1956 having its Registered Office at 5th Floor, Sanchar Bhawan, 20, Ashoka
Road, New Delhi-110001 & Corporate Office at B-148, Statesman Building, Barakhamba
Road, New Delhi-110001 (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 K.SadasivanAchary, Assistant General Manager
( NS & Mktg ) , Kollam .SSA, ON THE ONE PART            AND
Mr /Ms.…………………………………………….son/daughter of……………… ……………
……, by occupation……………………………….of…………………… ……………………
……………………….( hereinafter referred to as “DSA” which expression shall include his
heirs, executors and administrators wherever the context so admits or requires ) ON THE

     1. BSNL is a telecom service provider licensed to provide various kinds of telecom
        services within India except Delhi and Mumbai.
     2. In order to strengthen the sales and distribution channels, BSNL has formulated a New
        Sales and Distribution Policy 2006. Apart from franchisee BSNL is free to use any
        retail network for meeting the objective of the Sales and Distribution Policy. The BSNL
        is desirous of appointing authorized Direct Selling Agents (DSA) for
           servicing customers at their doorstep.
     3.    The DSA has agreed to act as such authorized agent of BSNL on the terms and
           conditions hereinafter appearing for selling BSNL services and serving the customers
           at their doorstep. The DSA is requested to sign an agreement for direct marketing and
           selling of BSNL’s services mentioned in Annexure.
1.        Mr/.Ms…………………… is hereby registered as an Authorized Direct Selling Agent
          for selling BSNL Mobile Recharge coupons ,India Telephone cards & Internet cards
          and serving the customers at their doorstep .The recommended jobs along with
          commission structure is given in Annexure.
2.        The DSA shall be registered Secondary Switching Area (SSA) wise. The registration of
          Direct Selling Agents will be carried out by the Head of SSA.


      This agreement shall be valid for a period of TWO YEARS from the date of signing the
      Agreement unless revoked earlier for whatever reasons. If at any stage during the tenure
      of this agreement, it comes to the notice of BSNL, directly or through some other
      complaint, that the DSA had misrepresented the facts or submitted any false information
      or hidden any information, which could have affected the signing of this agreement with
      the DSA this agreement shall stand terminated immediately under intimation to the DSA.

4.      Extension of Agreement

                BSNL may extend, if deemed expedient, the period of agreement by ONE
        YEAR at one time, suo moto or in mutual agreement with the DSA subject to
        satisfactory fulfillment of other operative conditions. There shall be no renewal fee or
        charge at the time of renewal. The decision of BSNL shall be final in regard to the
        grant of extension.

     5. There is no limit for the number of DSAs to be appointed in this category within a SSA.
     6. The DSA can use logo and name of BSNL for selling BSNL Services as mentioned in
         Annexure –A during contract period.
     7. The products sold through DSA will depend upon the availability and local requirement
         and will be under the sole discretion of BSNL
     8. The DSA is not authorized to collect any type of cash charges/cheque/demand drafts in
         his name from the customers/subscribers. The DSA shall be using a special form, which
         will have be a clause for filling agent’s name, agent/s number and seal.
     9. The identification of the subscribers brought by the DSA shall be carried out by agent’s
         “seal” which shall be imprinted on the registration /requisition form of the particular
         service supplied by BSNL
     10. The DSA shall obtain from the subscribers documents in writing duly signed as
         specified from time to time by BSNL in regard to provision of such services
     11. The DSA hereby undertakes to carry out such directions and instructions as may from
         time to time be issued by BSNL or persons duly authorized by BSNL and comply with
         all rules and regulations pertaining to the provision of the services from time to time
         and orders and regulations issued by BSNL together with any modification(s) or
         additions thereof and to keep himself/herself acquainted with the aforesaid rules, orders
         and regulations and in particular undertake:
         a) to comply with and follow all instructions printed on the official registration /
              application forms issued by BSNL
         b) not to make any unauthorized alteration in the matter printed on the
              registration/application forms
         c) to keep the certificate(s) of Authority/Photo Identity Card issued to himself/herself
              by the Heads of SSA , with care and in case of loss, immediately report the same to
              the Appointing/Issuing authority and the office of BSNL to which he/she is
              attached, and
         d) to carry out this agreement faithfully and diligently and to the best of his/her ability
              to promote BSNL services
         e) Verification of Identity of Subscribers: Instructions issued by BSNL in this
              regard from time to time shall be scrupulously followed by the DSA.
     12. The targets for minimum sale / marketing of the products would be fixed on start of
         operations by the BSNL which will be reviewed keeping in view of performance of
         DSA vis-à-vis market development etc. The achievement of these sales targets by the
         DSA will be a material obligation under this Agreement. If in the opinion of BSNL,
         the DSA is at any time not adequately meeting the sales target, then without prejudice
    to any of its other rights, the BSNL may at its option vary this agreement, so as to
    exclude, modify, and suspend the agreement.
13. In order to facilitate Marketing Activities of the DSA, BSNL will provide technical
    support in the form of specifications and other technical literature of the services.
14. The enrolment of the DSA shall be without prejudice to the right of BSNL to market
    these services from its existing outlets and other channels envisaged in the Sales and
    Distribution Policy 2006. Nothing in this document shall prevent BSNL to work out
    and introduce any other type of marketing arrangements that it may decide to introduce
    in future.
15. The DSA shall be liable to be terminated by BSNL without notice if the work or
    conduct of the Agent is adversely commented upon by the supervising authorities or if
    he/she is in the opinion of BSNL , which shall be final and binding, in default or breach
    of any provision of this agreement or if he/she becomes insolvent, or it is discovered
    that a part or whole of the business was secured by the DSA with the help or
    connivance of an official of BSNL or if in the course of any judicial proceedings it is
    found that he/she has knowingly participated in or convicted of fraud, dishonesty or
    misrepresentation against BSNL or any of its customers. As soon as such occasion for
    disqualification occurs, BSNL is entitled to revoke or cancel the agency .The
    commission earned on such business also shall be liable to forfeiture and if the
    commission on such business has already been paid, the DSA must forthwith refund it
    to BSNL.
16. This agreement may be terminated by either party by giving three months’ notice to the
    other. Provided, however, BSNL shall be at liberty to terminate the DSA at any time
    without notice and without assigning any reason for the same.The agency shall stand
    automatically terminated if BSNL announces by Notifications, the abolition of the DSA
    Scheme from its Sales and Distribution Policy.
17. Actions pursuant to Termination of Agreement

             Notwithstanding any other rights and remedies provided elsewhere in the
    agreement, upon termination of this agreement:
        i)      Neither Party shall represent the Other Party in any of its dealings.
        ii)     Neither Party shall intentionally or otherwise commit any act(s) as would
                keep a third party to believe that the other Party is still the former Party’s
                service provider, as the case may be.
        iii)    Each party shall stop using the other Party’s name, trademark, etc., in any
                audio or visual form.
        iv)     The expiration or termination of the Agreement for any reason whatsoever
                shall not effect any obligation of either Party having accrued under the
                Agreement prior to the expiration of termination of the Agreement and such
                expiration or termination shall be without prejudice to any liabilities of
                either Party to the other Party existing at the date of expiration or
                termination of the Agreement.
        v)      On termination of this agreement, howsoever occasioned, the DSA shall
                forthwith deliver to BSNL all papers, including the registration forms, used,
                partially used and unused Receipt Books and documents which may have
                come to his possession or custody under the terms of this Agreement.
18. Indemnification
       The DSA agrees to protect, defend, indemnify and hold harmless BSNL and its
       employees, officers, directors, agents or representatives from and against any and all
       liabilities, damages, fines, penalties       and costs (including legal costs and
       disbursements) arising from or relating to:

     a)    Any breach of any statute, regulation, direction, orders or standards from any
           governmental body, agency, telecommunications operator or regulator applicable to
           such party;

     b)    Any breach of the terms and conditions in this agreement by the DSA
     c)    Any claim of any infringement of any intellectual property right or any other right
           of any third party or of law by the DSA;

This clause shall survive the termination or expiry of this Agreement.

   19. Arbitration
     All disputes arising out of DSA scheme shall be referred to the sole arbitration of the
     CGMT, BSNLTrivandrum or in case his designation is changed or his office is abolished,
     then in such cases to the sole arbitration of the officer for the time being entrusted
     (whether in addition to his own duties or otherwise) with the functions of the CGMT,
     BSNL or by whatever designation such an officer may be called (hereinafter referred to
     as the said officer), and, if the CGMT, BSNL or the said officer is unable or unwilling to
     act as such, then to the sole arbitration of some other person appointed by the CGMT,
     BSNL or the said officer. The agreement to appoint an arbitrator will be in accordance
     with the Arbitration and Conciliation Act 1996.

     There will be no objection to any such appointment on the ground that the arbitrator is a
     BSNL Servant or that he has to deal with the matter to which the agreement relates or
     that in the course of his duties as a BSNL servant he has expressed his views on all or any
     of the matters in dispute. The award of the arbitrator shall be final and binding on both
     the parties to the agreement. In the event of such an arbitrator to whom the matter is
     originally referred, being transferred or vacating his office or being unable to act for any
     reason whatsoever, the CGMT, BSNL or the said officer shall appoint another person to
     act as an arbitrator in accordance with terms of the agreement and the person so
     appointed shall be entitled to proceed from the stage at which it was left out by his
     The arbitrator may from time to time with the consent of both the parties enlarge the time
     frame for making and publishing the award. Subject to the aforesaid, Arbitration and
     Conciliation Act, 1996 and the rules made there under, any modification thereof for the
     time being in force shall be deemed to apply to the arbitration proceeding under this
     The venue of the arbitration proceeding shall be the office of the CGMT, BSNL,
     Trivandrum or such other places as the arbitrator may decide.
20.        Force- Majeure        If at any time, during the continuance of this agreement, the
       performance in whole or in part, by either party, of any obligation under this is prevented
       or delayed, by reason of war, or hostility, acts of the public enemy, civic commotion,
       sabotage, Act of State or direction from Statutory Authority, explosion, epidemic,
       quarantine restriction, strikes and lockouts , fire, floods, natural calamities or any act of
       God (hereinafter referred to as event), provided notice of happenings of any such event
       is given by the affected party to the other, within 21 Calendar days from the date of
       occurrence thereof, neither party shall, by reason of such event, be entitled to terminate
       the agreement, nor shall either party have any such claims for damages against the other,
       in respect of such non-performance or delay in performance. Provided Service under the
       agreement shall be resumed as soon as practicable, after such event comes to an end or
       ceases to exist. The decision of BSNL as to whether the service may be so resumed (and
       the time frame within which the service may be resumed) or not, shall be final and
       conclusive. However, the Force-majeure events noted above will not in any way cause
       extension in the period of the agreement.
      21. Confidentiality of information
       Subject to conditions contained in this Agreement, the DSA shall take all necessary steps
       to safeguard the privacy and confidentiality of any information about BSNL and its
       subscribers from whom it has acquired such information by virtue of the Service
       provided and shall use its best endeavors to secure that no person seeks such information
       other than is necessary for the purpose of marketing of BSNL Services as mentioned in
       Annexure-A .
                        Provided, the above para shall not apply where BSNL has consented in
       writing to such information being divulged or used, and such information is divulged or
       used in accordance with the terms of that consent; or the information is already open to
       the public.
       This clause shall survive the termination or expiry of this Agreement
      22. Payment terms:
          The present basic discount/commission set by the company are as per Annexure. BSNL
          reserves the right to change the target and commission along with commission structure
          at any time during the period of agreement. Target will be fixed on per month basis.

             a. Pre Paid- Discount for pre paid items are given 100% upfront unless and
                otherwise specified in Annexure-A.
             b. Payment will be from SSA Head quarters.
             c. Commission payable beyond Rs.20,000/- per annum will be paid after
                deducting Income Tax.

      23. The DSA shall not in anyway pledge the credit of BSNL
      24. The DSA shall make all endeavour to ensure that no fraud of any kind, contractual,
          criminal or otherwise is committed by any prospective subscribers in the matter of
          taking/providing BSNL connection and matters connected therewith and shall be
          responsible for the costs and consequences thereof.
   25. The BSNL shall have no liability or obligation for any State or Local Govt. Levies /
       Taxes for providing services by DSA under this Agreement

   26. It is clearly understood by the DSA that this is purely a business scheme and under no
       circumstances it entitles him/her for seeking employment/lien with BSNL

           IN WITNESS WHEREOF the parties hereto have set their respective hands herein and
           caused this Agreement to be executed on the ……………day of ……………, 2007.

Signed and delivered on behalf of BSNL by …………………….


Signed and delivered by …………….,

In the presence of Witnesses:

1. Signature                                          2. Signature

  Name                                                Name

  Occupation                                          Occupation

   Address                                             Address


                                  COMMISSION STRUCTURE
  Sl No                 Name of service         Percetage of           Mode of payment of
                                                commission                 commission
       1       Mobile pre paid recharge coupons      5%                Upfront
       2       India Telephone Card                 10%                Upfront
       3       Sancharnet cards                      4%                Upfront

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