ONLINE RETAILER AGREEMENT
This online agreement (“Agreement”) between Zong and Retailer, becomes effective on the date of acceptance by Retailer (“Effective Date”).
For the purposes of this Agreement:
“Zong” means CMPak Limited, a company incorporated under the laws of Pakistan, having its registered office at CMPak House, Plot No. 47, Kuri Road, National Park Area, Islamabad, Pakistan.
“Retailer” means the person/entity whose identification details are recorded in the Agreement header and maintained in Zong’s systems for this purpose.
(Zong and the Retailer are hereinafter collectively referred to as the “Parties” and individually as “Party.”)
WHEREAS:
A. Zong is a licensed cellular mobile operator in Pakistan, authorized by the Pakistan Telecommunication Authority (“PTA”) to provide telecommunication services throughout Pakistan.
B. The Retailer desires to act as an authorized retailer of Zong’s products and services, in accordance with the terms and conditions contained herein.
C. Zong agrees to designate the Retailer, through its authorized franchisee (“Franchisee”), for the limited purpose of selling and promoting Zong’s products and services.
D. The Retailer shall operate under a direct commercial relationship with the Franchisee, and Zong’s role shall be limited to oversight and matters expressly set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, the Parties agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions:
In this Agreement, unless the context otherwise requires:
a. “Agreement” means this Retailer Agreement, together with any schedules, annexures, and amendments thereto.
b. “Authorized Person” means the person duly authorized by Zong to execute or manage matters under this Agreement on behalf of Zong.
c. “Confidential Information” means all proprietary, technical, financial, and business information of Zong, whether oral or written, disclosed to the Retailer in connection with this Agreement.
d. “Customer” means any person who purchases Zong’s products or services from the Retailer.
e. “Devices” means any property of Zong given to Retailer for the purpose of providing services, including any specific SIMs issued.
f. “Premises” means the outlet(s) of the Retailer approved by Zong for sale of Zong’s products and services.
g. “Products” means the goods and services offered by Zong for sale through authorized retailers, including, Recharge and Bundles.
h. “Retailer” means the person or entity appointed under this Agreement to sell and promote Zong’s products and services.
i. “Services” means all services required to be provided by the Retailer pursuant to this Agreement, including recharge and bundle services.
1.2 Interpretation:
a. Headings are for convenience only and shall not affect interpretation.
b. Words importing the singular include the plural and vice versa.
c. References to “include” or “including” shall be construed without limitation.
d. References to statutory provisions shall include amendments or re-enactments thereof.
2. APPOINTMENT
2.1 Zong hereby appoints the Retailer, on a non-exclusive basis, to sell and promote Zong’s Products and Services within Pakistan, strictly in accordance with this Agreement and Zong’s policies and procedures.
2.2 The Retailer acknowledges that this appointment does not confer any exclusivity, territorial rights, franchise rights, or employment relationship with Zong.
2.3 The Retailer maintains a direct commercial relationship with the Franchisee, and Zong’s role remains limited to oversight as expressly detailed in this Agreement.
3. COMMENCEMENT AND TERM
3.1 This Agreement shall commence on the Effective Date and shall continue in force until terminated in accordance with Clause 13 (Termination).
4. RIGHTS AND OBLIGATIONS OF THE RETAILER
4.1 The Retailer agrees and undertakes to:
a. Promote, sell, and distribute Zong’s Products and Services in accordance with the terms of this Agreement, all relevant Zong Policies, and applicable laws.
b. Safeguard all Devices and other equipment provided by Zong, use them only for authorized purposes, and maintain them in good working condition.
c. Keep accurate records of all sales, transactions, and stock, and provide reports to Zong as required.
d. Display Zong’s marketing materials and branding in the manner prescribed by Zong.
e. Not engage in any act that may harm the reputation, goodwill, or business interests of Zong.
f. Ensure that its staff are properly trained and follow all Zong and PTA guidelines.
g. Promptly notify Zong of any suspected fraudulent or illegal activity in connection with the Services.
h. Shall provide unhindered access to Zong’s authorized representatives for the purposes of system checks, compliance verification, inspections, and audits, and shall immediately implement any corrective action required by Zong as a result thereof.
i. Bear full responsibility for any misuse, negligence, or loss of Devices or Products while in its possession.
4.2 Zong and/or PTA shall have the unconditional right to visit, inspect, audit or examine the Retailer’s Premises, operations, Devices, transaction records, logs, staff, and any other relevant materials at any time, with or without prior notice. The Retailer shall extend full cooperation and immediate access during such audits and shall provide all documents, data, and information requested by Zong or PTA.
5. RIGHTS AND OBLIGATIONS OF ZONG
5.1 Zong shall:
a. Maintain, through its Franchisee network, the availability of Products, marketing materials, and operational support required for the Services. Zong shall not be responsible for supplying any equipment, inventory, or support directly to the Retailer, all of which shall be provided through the relevant Franchisee;
b. Retain ownership and control of all Devices, data, and intellectual property related to the Products and Services.
5.2 Zong may verify the Retailer’s CNIC, business details, ownership structure, premises, and any other information provided at any time and may suspend services if such information is incorrect or incomplete.
5.3 Zong reserves the right to suspend or restrict access to any of its systems, applications, or Devices in the event of suspected misuse, breach of SOPs, or non-compliance with this Agreement, without prejudice to its right of termination.
6. DEVICE OWNERSHIP AND RESPONSIBILITY
6.1 Any Device provided to the Retailer shall at all times remain the property of Zong.
6.2 The Retailer shall be responsible for the custody and proper use of the Device and shall be liable for any loss, theft, or damage thereto.
6.3 Upon termination or expiry of this Agreement, the Retailer shall return any Device issued to Zong, within seven (7) days.
6.4 In case of loss, theft, or damage, the relevant Franchisee shall be promptly notified and compensated for the replacement cost or repair thereof.
7. DATA AND SYSTEM ACCESS
The Retailer acknowledges that all data captured, processed, or transmitted through the Device or any Zong system shall be the exclusive property of Zong. The Retailer shall not extract, copy, store, disclose, or otherwise misuse any such data and shall comply with all data security requirements notified by Zong or mandated by law.
8. CONFIDENTIALITY
8.1 The Retailer shall maintain in strict confidence all Confidential Information received from Zong and shall not disclose or use such information except as necessary for the performance of this Agreement.
8.2 The confidentiality obligations shall survive termination or expiry of this Agreement.
8.3 The Retailer shall ensure that its employees and agents comply with the confidentiality obligations herein.
8.4 The Retailer shall immediately notify Zong of any unauthorized access, disclosure, loss, or compromise of Confidential Information or any security incident affecting Zong’s systems or Devices.
9. INTELLECTUAL PROPERTY
9.1 All trademarks, trade names, logos, and other intellectual property rights in or relating to Zong’s Products and Services are and shall remain the exclusive property of Zong.
9.2 The Retailer is granted a limited, non-exclusive, non-transferable right to use Zong’s marks and materials solely for promoting Zong’s Products and Services during the term of this Agreement, in accordance with Zong’s branding guidelines.
9.3 The Retailer shall immediately cease all use of Zong’s marks upon termination or expiry of this Agreement.
10. CONSIDERATION
10.1 The Retailer acknowledges that it maintains a direct commercial relationship with the relevant Franchisee, and any trade margin, commission, or other consideration in respect of the sale of Zong’s Products shall be determined and disbursed solely by such Franchisee.
10.2 Zong shall have no obligation to pay any commission, margin, fee, or other monetary consideration to the Retailer under this Agreement.
10.3 Notwithstanding the foregoing, Zong may, on a discretionary basis and for limited promotional campaigns, provide incentives directly to the Retailer. Any such incentives shall be provided strictly in the form of electronic load only.
10.4 No cash payment or any form of non-cash consideration (other than electronic load as specified above) shall be payable by Zong to the Retailer under any circumstances.
11. REPRESENTATIONS AND WARRANTIES
Retailer represents and warrants that:
a. It has full power and authority to enter into this Agreement and to perform its obligations hereunder;
b. The execution and performance of this Agreement does not violate any applicable law or contractual obligation; and
c. It holds all necessary licenses, permits, and registrations required under applicable law for the operation of its business.
12. INDEMNITY
Without prejudice to any other rights or remedies available to Zong, the Retailer shall indemnify, defend, and hold harmless Zong, its affiliates, officers, and employees from and against all losses, claims, penalties, actions, liabilities, fines (including PTA-imposed fines), and damages (including reasonable legal fees) arising from:
a. Any breach by the Retailer of this Agreement or applicable law;
b. Misuse or loss of any Device or data; or
c. Negligence, fraud, or misconduct by the Retailer or its personnel.
13. TERMINATION
13.1 Zong may terminate this Agreement, immediately, with or without cause, by notification by the relevant Franchisee.
13.2 Zong shall have the absolute right, at its sole discretion and without any liability, to suspend, block, disable, deactivate, repossess or otherwise restrict the Retailer’s access to or use of any Device at any time, with or without notice, in any of the following circumstances:
a. Breach or suspected breach of this Agreement, PTA directives, or Zong policies;
b. Any suspected or actual misuse, fraudulent activity, or illegal conduct;
c. Change of ownership, staff, or operational control of the Retailer without prior notification; or
d. Any reason deemed necessary by Zong for security, regulatory or operational purposes.
The Retailer shall not be entitled to claim any damages, compensation, or loss resulting from any such suspension, restriction, deactivation or by the termination of this Agreement.
13.3 Upon termination or expiry:
a. Zong may immediately suspend the Retailer’s access to any Zong platform.
b. All rights granted to the Retailer shall immediately cease;
c. The Retailer shall promptly return all Devices, Products, and materials belonging to Zong and shall immediately cease all sales of Zong Products upon receipt of termination notice or suspension notice, whichever is earlier.
d. Any outstanding payments or liabilities shall become immediately due; and
13.4 Survival: Clauses relating to confidentiality, indemnity, limitation of liability, and governing law shall survive termination.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1 This Agreement shall be governed by and construed in accordance with the laws of Pakistan.
14.2 Any dispute arising out of or in connection with this Agreement shall be settled by arbitration in accordance with the Arbitration Act, 1940, by a sole arbitrator appointed by mutual consent of the Parties. The seat of arbitration shall be Islamabad, and the language shall be English.
14.3 Nothing in this clause shall prevent either Party from seeking interim or injunctive relief from a court of competent jurisdiction.
15. MISCELLANEOUS
15.1 Assignment: The Retailer shall not assign or transfer any of its rights or obligations under this Agreement without Zong’s prior written consent.
15.2 Notices: All notices, circulars, alerts, or policy changes issued by Zong through SMS, email, physical letter, or digital platforms (including but not limited to retailer apps and portals) shall be deemed valid and binding upon the Retailer.
15.3 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or understandings on the subject matter.
15.4 Amendment: No amendment or variation of this Agreement shall be valid unless made in writing and duly executed by both Parties.
15.5 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15.6 Waiver: Failure or delay by Zong to enforce any right or remedy shall not constitute a waiver thereof nor will any partial exercise preclude any further exercise of the same, or some other right, power or remedy.
15.7 Counterparts and Electronic Acceptance: This Agreement may be executed in counterparts, including by electronic means, each of which shall be deemed an original and together shall constitute one and the same instrument.
ACKNOWLEDGEMENT
This Agreement shall be effective upon your clicking the “YES” button to indicate acceptance of these terms. By clicking “YES” you confirm that you are authorized to enter into this Agreement on behalf of the Retailer and agree to be bound by these terms. If you do not agree to the terms and conditions of this Agreement, please click the ‘NO’ button to log off the system.
