1. DEFINITIONS
   The following words shall have the meanings assigned to them here below, unless the context requires otherwise:
   Affiliate: in relation to any person, another person which directly or indirectly controls, is controlled by, or is under common control with, such person.
   Agreement: means the agreement between Etisalat and the Independent Retailer in respect of the sale of the Products as recorded in the documents described in Clause 31.1 (Interpretation and Document Relationship with this Agreement).
   Applicable Law or Applicable Laws mean any laws, rules, regulations or official requirements imposed by a Competent Authority applicable to the Parties in the UAE, including the regulations, policies, directives, instructions, guidelines, decisions or any other binding regulatory instruments issued by the TDRA.
   Competent Authority means any and all present or future UAE governmental, quasi-governmental or regulatory ministries, departments, bodies, instrumentalities, agencies and authorities having jurisdiction over any of the Parties or the subject matter of this Agreement including the TDRA.
   Confidential Information: has the meaning given to it in Clause 20.1 (Confidentiality and Publicity).
   Consumer Protection Regulations or CPR means Regulations - Consumer Protection Regulations, version 1.5, issued on 4 October 2020, as available on the TDRA’s website: https://www.tdra.gov.ae/en/home.aspx, as may be amended from time to time by the TDRA.
   Control: the ability to direct the affairs of another whether by virtue of the ownership of shares, contract or otherwise.
   Customer means a natural person/ individual acting outside of any business activity and excluding any business, enterprise, government or legal entity, being either an existing customer of Etisalat or an individual interested in purchasing a Product subject to Etisalat’s relevant contractual terms and conditions.
   Customer Data: means information relating to a Customer (including information or an opinion forming part of a database) whether true or not, and whether recorded in a material form or not, allowing a Customer to be identified, directly or indirectly, in particular by reference to an identification number, name or other specific details.
   Digital Channels means the method of communication Etisalat may utilize.
   Effective Date: means the date of commencement of this Agreement, this being the date on which Etisalat accepts the signed Independent Retailer Registration Form.
   Etisalat means Emirates Telecommunications Group Company P.J.S.C.
   eWallet means the alternative digital payment solution allowing for an Independent Retailer to hold a stored value account that it may use to pay for the purchase of Products from Etisalat
   Independent Retailer or You:  A party appointed by Etisalat, as identified in the Registration Form, to sell mobile devices from its retail premises, which party is an economic entity obliged to be duly authorised to practice the economic activity of selling mobile devices.
   Independent Retailer Portal means Etisalat website where the Independent Retailer shall be able to purchase the Products from Etisalat following the completion the Independent Retailer Registration Form and uploading of the required documents as specified in the Independent Retailer Registration form for verification by Etisalat. Once the Independent Retailer Registration Form and documents have been accepted by Etisalat, an account shall be created for the Independent Retailer on the Independent Retailer Portal.
   Independent Retailer Account means the online account which Etisalat shall create and activate for the Independent Retailer once the Independent Retailers registration form and documents have been verified and accepted by Etisalat. The Independent Retailer shall use this account to place orders for Products.
   Marketing Electronic Communication has the same meaning as defined under the UEC Policy.
   Outlet means any retail premises or retail outlet either owned by Independent Retailer or for which Independent Retailer has the relevant authorization(s) to operate such premises for the promotion and sale of the Products.
   Party means a party to this Agreement, being Etisalat or Independent Retailer and “Parties” shall have the corresponding meaning.
   Personnel means employees (irrespective of whether full-time or part-time including any outsourced staff), contractors, sub-contractors, vendors, suppliers, agents or any other person engaged by the Independent Retailer to perform any of the activities or obligations agreed in this Agreement, or acting with Independent Retailer consent or knowledge whether express or implied, whether permitted or not.
   Products means mobile devices and accessories that Etisalat has procured the right to sell directly or through its resellers, as applicable, as Etisalat may launch or withdraw from time to time, to be promoted and sold on behalf of Etisalat by Independent Retailer under the terms of this Agreement and any new Products to be introduced by Etisalat from time to time and duly notified to the Independent Retailer in writing.
   Registration Form means the Independent Retailer Registration Form signed by Independent Retailer and accepted by Etisalat in relation to the resale of Products by Independent Retailer.
   Representative: means Personnel, employees, agents, officers, advisers, Independent Retailer’s contractors, whether authorized or not, and other Representatives of the Independent Retailer.
   Term means the duration of the Agreement as specified in the Independent Retailer Registration Form.
   Territory means the UAE.
   TDRA means the Telecommunications & Digital Government Regulatory Authority of the UAE, which is the authority mandated with the regulation of the telecommunications sector in the UAE.
   Trade Licence means a license issued by the relevant economic licensing authority which permits the Independent Retailer to carry out the business activities listed in the license in the Territory. The trade licence for shall specifically authorise the Independent Retailer to practice the economic activity of selling SIM Cards from the relevant economic licensing entity in the UAE.
   Trade Marks means trademarks, service marks or trade names or any other element of identification belonging to or associated with Etisalat including any trade mark registration applications in progress which Etisalat may permit or procure permission by express notice in writing, for the Independent Retailer to use in the Territory in respect of the Services.
   UAE means United Arab Emirates.
   UEC Policy means Regulatory Policy – Unsolicited Electronic Communications, version 1.0, issued by the TDRA on 30 December 2009, as also available on the TDRA’s website: https://www.tdra.gov.ae/en/home.aspx, as amended from time to time.
2. APPOINTMENT
   1. 2.1. Etisalat appoints Independent Retailer, subject to the terms of this Agreement and any instruction by Etisalat to:
      1. 2.1.1. sell the Products in the Territory from its Outlets, as applicable;
      2. 2.1.2. mobilize Customers for the Products and serve them from such Outlets, as applicable; and
      3. 2.1.3. promote the Products and give prominent visibility to the Etisalat brand.
3. INDEPENDENT RETAILER’S GENERAL UNDERTAKINGS
   The Independent Retailer undertakes and agrees with Etisalat that at all times during the Term it will:
   1. 3.1. ensure that in performing any of its rights and obligations under this Agreement, it ensures full compliance with the Applicable Laws;
   2. 3.2. use its best endeavours (commercially reasonable) to promote the distribution and sale of the Products in the Territory;
   3. 3.3. exert its best efforts (commercially reasonable) to maintain Etisalat’s reputation and goodwill, and to refrain from any conduct that is prejudicial to Etisalat’s reputation and credibility in the market;
   4. 3.4. not engage in anticompetitive, deceptive, misleading, illegal, unethical or unfair commercial practices;
   5. 3.5. immediately comply with the directions of Etisalat with regard to the sales and promotion of the Services as set out in the Agreement or as advised by Etisalat from time to time;
   6. 3.6. immediately comply with all of Etisalat’s instructions, quality programs, policies and procedures as provided by Etisalat from time to time;
   7. 3.7. continually develop and upgrade its manpower competencies, enabling tools, hardware and software related to provisioning the Services to Customers;
   8. 3.8. maintain appropriate marketing and sales standards, in keeping with the quality and reputation of Etisalat and its Products;
   9. 3.9. secure Etisalat’s written consent prior to the launch of any promotions or advertising campaigns for the Products;
   10. 3.10. keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Products;
   11. 3.11. allow Etisalat from time to time to carry out audits of a financial, technical or other nature in order to confirm that the Independent Retailer is providing the services in accordance with its obligations under the Agreement;
   12. 3.12. allow Etisalat from time to time to carry out audits of a financial, technical or other nature related to the activity of the Independent Retailer under this Agreement in order to confirm that the Independent Retailer is providing the services in accordance with its obligations under the Agreement to that extent Etisalat shall, upon two (2) working days’ notice, be given access the Independent Retailer’s accounts, operations,
   13. 3.13. keep all stocks of the Products which it holds in conditions appropriate for their storage and provide appropriate security at its own cost; keep all stocks and records relating to the Products for inspection and to assess the correctness of any report or statement of account provided by the Independent Retailer. Furthermore, the Independent Retailer shall allow Etisalat on any business day without prior notification to access all premises of the Independent Retailer in connection with the Agreement, including offices, warehouse and outlets to verify any requirement related to this Agreement.
   14. 3.14. insure at it is own cost, with a reputable insurance company, approved by Etisalat, all stocks of the Products, as are held by it against all risks which would normally be insured against by a prudent business owner to at least their full replacement value and produce to Etisalat on demand a copy of the policy of insurance and the receipt for the current premium;
   15. 3.15. inform Etisalat immediately of any changes in ownership or Control of the Independent Retailer and of any change in its organization or method of doing business. Unless such change is approved in writing by Etisalat, Etisalat shall reserve the right to immediately terminate the Agreement in accordance with Clause 14 (Termination);
   16. 3.16not represent itself as an agent of Etisalat for any purpose; For avoidance of doubt this does not prevent the Independent Retailer (by reselling the Products) from facilitating a conclusion of a contract between Etisalat and the Subscriber;
   17. 3.17. not pledge Etisalat’s credit;
   18. 3.18. not give any condition or warranty on Etisalat’s behalf;
   19. 3.19. not make any representation on Etisalat’s behalf;
   20. 3.20. not commit Etisalat to any contracts except for Etisalat’s standard terms and conditions for any of the Products;
   21. 3.21. not, without Etisalat’s prior written consent, make any promises or guarantees about the Products beyond those contained in the terms and conditions and promotional material supplied by Etisalat;
   22. 3.22. not sell or not allow any third parties, with whom Independent Retailer may cooperate in relation to sale of the Products, to sell the Products via any channels that would put Etisalat’s signage, brand, logo, or any other visual representation of Etisalat in the context or next to visual representation of telecommunications products or services the sale of which is considered illegal in the UAE, in particular, but without limitation, offering telecommunications services in the UAE without a licence required by the Applicable Law. Should Independent Retailer have any reasonable doubt about the legality of such telecommunications services, it shall seek Etisalat’s approval before engaging in any activity that could create any association between Etisalat and such illegal telecommunications services;
   23. 3.23. use the Independent Retail Portal and Independent Retailer Account only for the purposes which Etisalat has granted access to them and in compliance with Etisalat’s instructions as provided from time to time;
   24. 3.24. use its best endeavours to ensure that no Product is sold to any Customer who intends to export the relevant Product for sale outside of the Territory; and
   25. 3.25. ensure that the sale of Products is not (i) in violation of any such limitations imposed by the United States or any other relevant national government authority; (ii) sold to any country or national or resident of a country to which trade is embargoed by the United States; or (iii) to any person or firm on the U.S. Department of Commerce’s Table of Denial Orders or Entities list, or U.S. Treasury Department’s list of Specially Designated Nationals.
4. INDEPENDENT RETAILER’S RESPONSIBILITIES AND OBLIGATIONS FOR STAFF RECRUITMENT
   1. 4.1. The Independent Retailer shall employ a sufficient number of suitably qualified Personnel in accordance with business standards, Etisalat instructions and requirements and UAE labour law, to ensure the proper fulfilment of the Independent Retailer’s obligations;
   2. 4.2. The Independent Retailer shall ensure that its sales staff have skills and sufficient knowledge with regard to processes, procedures and sales of the Services to provide a high level of service to Customers;
   3. 4.3 The Independent Retailer acknowledges and accepts that the Independent Retailer shall be fully responsible for the recruitment of its Personnel and payment of salaries to its Personnel.
   4. 4.4. The Independent Retailer shall appoint only competent, qualified, trained, experienced, suited in skills and reliable for the sale of the Services.
5. INDEPENDENT RETAILER’S GENERAL RESPONSIBILITIES AND OBLIGATIONS
   1. 5.1. The Independent Retailer acknowledges and accepts that the Independent Retailer shall be fully responsible for payment of all taxes, levies, duties, licenses, fees for clearances, broker’s fees and other amounts payable with regard to the performance of its obligations under this Agreement.
6. SPECIFIC RESPONSIBILITIES OF THE INDEPENDENT RETAILER
   The Independent Retailer shall:
   1. 6.1.c not sell the Products to any organizations or companies which may be designated by Etisalat as business (corporate) customers. Sales leads for such opportunities shall be referred to Etisalat’s designated offices;
   2. 6.2. fully co-operate with Etisalat for the reconciliation of sales records by providing full access to its records and to allow physical verification of the unsold Products in its possession, if and when required by Etisalat;
   3. 6.3. be entitled subject to the terms of this Agreement to promote and sell the Products from Outlets approved by Etisalat;
   4. 6.4. not sell the Products at wholesale or sell to or via third party intermediaries unless specifically authorized by Etisalat in writing to do so;
   5. 6.5. pay those penalties imposed on it by Etisalat in the event that the Independent Retailer breaches those obligations as listed and in accordance with Annexure 1 (Penalties), and Independent Retailer acknowledges that such breaches will cause direct harm to Etisalat and agrees that such penalties represent a pre-estimate of some of the losses likely to be suffered by Etisalat. Such penalties will be deducted from payments due to the Independent Retailer or shall be invoiced to the Independent Retailer, at Etisalat’s discretion.
7. ETISALAT’S RESPONSIBILITIES AND OBLIGATIONS
   1. 7.1. Etisalat agrees to supply the Products to the Independent Retailer and provide other support necessary on a non-exclusive basis for resale of Products within the Territory.
   2. 7.2. Etisalat shall provide information and support as may be reasonably requested by the Independent Retailer to enable it to properly and efficiently discharge its duties under this Agreement.
   3. 7.3. Etisalat shall provide at its own expense, marketing materials for the Independent Retailer’s Outlets. This includes Product brochures, advertising brochures, pamphlets, signage and other branded material as well as ‘below the line’ marketing materials, if and where applicable.
   4. 7.4. Etisalat shall approve or reject any promotional information or material submitted by the Independent Retailer. Etisalat may instruct the Independent Retailer to remove promotional materials that, in its view are inconsistent with Etisalat’s instructions or the Applicable Laws.
   5. 7.5. Etisalat will assign an account manager to manage the operational relationship and act as single point of contact to resolve any problems with the Independent Retailer.
   6. 7.6. Etisalat shall provide from time to time sales process guidance to enable the Independent Retailer to sell the Products with the latest information.
   7. 7.7. Etisalat shall support the Independent Retailer by providing them with promotional material for the Services as determined by Etisalat. All such promotional materials shall be supplied by Etisalat and the costs for the same shall be borne by Etisalat.
   8. 7.8. Etisalat may provide guidance and advice regarding placement and design of Etisalat's branding and marketing materials requirements, at the outlets that will cover among other subjects:
      • Display and use of Etisalat logo in all situations (i.e. all forms of advertising, in-store, on products);
      • Placement of and maintenance of in-store materials and collateral provided by Etisalat;
      • Product bundling activities (for avoidance of doubt, this does not mean that the Independent Retailer would be prohibited from offering discounts and other promotions in relation to sale of the Etisalat Products).
   9. 7.9. Etisalat shall at its own cost and discretion provide training assistance to the staff of the Independent Retailer in marketing and sales of the Products, maintaining of records, etc. The Independent Retailer shall be responsible for transportation, travel and accommodation costs for its staff to attend such training.
   10. 7.10. Etisalat shall provide customer care and support to the Independent Retailer and to the Customers and will initiate a program for monitoring and reporting Independent Retailer performance with a focus on customer service and operations which impact levels of customer satisfaction.
8. SUPPLY OF PRODUCTS
   1. 8.1. Etisalat shall agree with the Independent Retailer a target quarterly forecast of the quantities of the Products the Independent Retailer expects to receive from Etisalat for the purpose of reselling them to Customers.
   2. 8.2. Etisalat shall use its reasonable endeavours to meet all orders for the Products forwarded to it within a reasonable time from the date of order by the Independent Retailer in accordance with Etisalat’s terms of delivery. However, Etisalat does not guarantee delivery of the full quantity forecasted by the Independent Retailer.
   3. 8.3. According to the Independent Retailer sales performance Etisalat reserves the right to set the quantities of Products which the Independent Retailer can order at any point of time.
   4. 8.4. Etisalat shall have the right to add new Products or remove old Products from the Products listed in the Independent Retailer Application Form. Etisalat shall use reasonable endeavours to keep the Independent Retailer timely informed of any changes or additions related to the Products.
   5. 8.5. Etisalat shall have the right to recall Product stocks at any time and replace with similar or alternative Products.
   6. 8.6. The Independent Retailer shall place orders for Products only through its Independent Retailer Account.
   7. 8.7. Notwithstanding the forgoing, nothing in this Agreement shall oblige to supply the Products to any Independent Retailer and Etisalat may refuse such supply for whatever reason it deems necessary.
   8. 8.8. Etisalat may, at any time and for whatever reason, direct the Independent Retailer to cease selling the Products. In such instance, and unless such direction is of temporary nature only, Etisalat shall agree to buy-back the Products from the Independent Reseller at the price agreed between the Parties at the time of such direction.
9. PRICES AND FINANCIAL COMPENSATION
   1. 9.1. The prices of the Products to be paid by the Independent Retailer when purchasing from Etisalat shall be notified to the Independent Retailer from time to time in writing. Etisalat reserves the right to reduce the prices at which the Independent Retailer purchases from Etisalat provided that it informs the Independent Retailer one (1) day in advance in writing.  Etisalat may also increase the prices at which the Independent Retailer purchases from Etisalat upon providing five (5) working days’ prior notice in writing.
   2. 9.2. The prices at which the Independent Retailer purchases from Etisalat applicable as at the Effective Date are set out in Annexure 2 (Compensation Structure).
   3. 9.3. Etisalat shall compensate the Independent Retailer for its services through a commission, and/or commercial discount, and/or incentive, and/or bonus, paid on a monthly, and/or quarterly, and/or yearly basis, be it per Product, and/or a combination of Products sold by the Independent Retailer to Customers. Penalties incurred by the Independent Retailer will be deducted from any payment due to the Independent Retailer or invoiced to the Independent Retailer, at Etisalat’s discretion. The initial financial compensation structure applicable at the Effective Date is set out in the Annexure 2 (Compensation Structure).
   4. 9.4. The prices and Compensation Structure are subject to change at the discretion of Etisalat, and Etisalat maintains the right to withdraw or introduce Products for sale by the Independent Retailer based on its assessment of market demand. The same shall be communicated via an email or a letter or amendment to this Agreement.
   5. 9.5. All compensation shall be paid or otherwise as specified in Annexure 2 (Compensation Structure).
   6. 9.6. Any and all expenses, costs or charges incurred by the Independent Retailer under this Agreement shall be paid by the Independent Retailer unless Etisalat has expressly agreed in advance in writing to pay such expenses, costs or charges.
   7. 9.7. Etisalat shall impose penalties on the Independent Retailer in cases of any breach to the terms and conditions of this Agreement in accordance with Annexure 1 (Penalties) or Clause 14 (Termination). The Independent Retailer is liable for fraud cases and any action brought by the TDRA on Etisalat for the action or inaction of the Independent Retailer.  Such penalties will be deducted from payments due to the Independent Retailer or invoiced to the Independent Retailer, at Etisalat’s option.
10. TERMS OF PAYMENT
    1. 10.1. The Independent Retailer will pay for the purchase of Products from Etisalat in cash in advance by depositing funds directly into its eWallet account and providing Etisalat a proof of deposit.
    2. 10.2. The Independent Retailer shall not be entitled because of any set-off, counter-claim, abatement or other similar deductions to withhold payment of any amount due to Etisalat.
    3. 10.3. The payment terms for the Products are attached here to as Annexure 3 (Payment Terms).
    4. 10.4. For the purpose of this agreement “VAT” means any value added or similar consumption tax levied by the applicable value added tax laws and regulations in the UAE (VAT Laws and Regulations). VAT Laws and Regulations govern all documents including but not limited to tax invoice, debit/credit notes and others.
    5. 10.5. Any amount payable by Etisalat to the Independent Retailer under this Agreement shall be exclusive of VAT and if any VAT amount has to be paid under this Agreement by Etisalat, then Etisalat shall only make such payment upon receipt of a valid VAT invoice from the Independent Retailer issued in accordance with VAT Law and subject to the Independent Retailer providing evidence of the Independent Retailer’s Tax Registration Number in UAE.
    6. 10.6. Any amount payable by the Independent Retailer under this agreement shall be exclusive of any value added tax or taxes of similar nature and such tax shall be charged to the Independent Retailer at the prevailing rate at the time the supply is made (additional VAT amount) in accordance with VAT Law of UAE.
11. ADVERTISING PROMOTION
    1. 11.1. Etisalat will provide the Independent Retailer with sufficient information or material that will assist the Independent Retailer to properly and efficiently discharge its duties under this Agreement.
    2. 11.2. The Independent Retailer acknowledges and agrees that it may not perform any advertising, marketing or promotion of the Products without a prior express permission of the Etisalat in writing.
    3. 11.3. When providing any information, explanation or clarification to any Customer about the Products, the Independent Retailer (including its employees, agents and contractors) shall strictly follow the instructions and materials provided by the Etisalat. The Independent Retailer shall not make any statements as to the quality or manufacture of the Products without the prior written approval of Etisalat.
    4. 11.4. Unless otherwise agreed between the parties, the Independent Retailer will bear all costs and expenses for his promotional campaigns and advertising. Independent Retailer shall in all cases obtain prior written approval from Etisalat for all advertisement. Etisalat at its own discretion may participate in events that will help promoting new Products such as but not limited to seminars, exhibitions, sports and social events, etc.
    5. 11.5. The Independent Retailer shall display advertising materials and other signage provided by Etisalat in accordance with the branding guidelines or instructions notified by Etisalat from time to time.
    6. 11.6. The Independent Retailer undertakes warrants and represents to Etisalat that it shall display at its sole costs and responsibility all point-of-sale material such as posters, danglers, tent cards etc. as and when provided by Etisalat.
    7. 11.7. The Independent Retailer shall observe all directions and instructions given to it by Etisalat in relation to promotion and advertising of the Products
    8. 11.8. Etisalat will provide the Independent Retailer with information on advertising and promotions carried out by Etisalat and shall reasonably endeavour to supply at its own cost, such quantities of available promotional and advertising material as the Independent Retailer shall reasonably request.
    9. 11.9. The Independent Retailer and/or any of its Affiliates or staff shall not make in relation to the Etisalat and/ or its Products any written or verbal statements to the press without the express, prior written permission of Etisalat.
    10. 11.10. The Independent Retailer shall promote and sell the Products in accordance with any promotions mutually agreed between Etisalat and the Independent Retailer.
    11. 11.11. The Independent Retailer shall participate in promotions and campaigns undertaken by Etisalat and shall prominently display (subject to availability of suitable space in each Outlet) and distribute all promotional materials provided by Etisalat. The Parties shall collaborate to ensure that promotions and campaigns are undertaken to mutual benefit.
    12. 11.12. The Independent Retailer shall allocate appropriate space within each of his Outlets to properly display the Products and any promotional materials or items related thereto as requested by Etisalat from time to time.
    13. 11.13. The Independent Retailer shall fully comply with Etisalat guidelines and directives regarding use of Etisalat signage, branding and logos and shall obtain prior written approval from Etisalat for any advertising (whether print or other media) which refers to the Services, Etisalat or any other products, logos or branding belonging to Etisalat.
12. COMPLIANCE WITH LAWS
    1. 12.1. Independent Retailer shall inform itself and adhere to any Applicable Law, in particular without limitation any regulations, policies, instructions or other regulatory instruments issued by the TDRA with respect to the Products, as if such obligations were directly applicable to the Independent Retailer, and shall not sell any Products except in full compliance with the requirements stemming from the Applicable Law.
    2. 12.2. Independent Retailer shall inform Etisalat of any prospective changes in the Applicable Law affecting its rights and obligations under this Agreement.
    3. 12.3. Independent Retailer shall be responsible to adhere to and comply with any Applicable Laws and shall obtain at its own cost and expenses any licenses, authorisations, consents or permits required to perform its obligations under the Agreement.
    4. 12.4. Independent Retailer shall be fully liable for any non-compliance with Applicable Law by any member of the Personnel.
    5. 12.5. Independent Retailer shall ensure that any Personnel, which the Independent Retailer deploys to perform the activities envisaged under this Agreement has a valid visa and a valid residency permit allowing them to perform such activity, as applicable, and that the engagement of such Personnel is in full compliance with the Applicable Law.
    6. 12.6. If Independent Retailer is notified by the Etisalat of any non-compliance with any obligations in this Clause 12 (Compliance with Laws), Etisalat shall be entitled to charge the penalties listed in Annexure 1 (Penalties). In addition, Independent Retailer shall be obliged to undertake an internal investigation of any such event of non-compliance and within a two (2) week period from becoming aware of any potential non-compliance, report to Etisalat its findings as well as controls and measures it proposes to implement in order to avoid repeating such non-compliance in the future. Independent Retailer shall implement the proposed controls and measures without undue delay, unless otherwise instructed by the Etisalat.
    7. 12.7. Independent Retailer acknowledges that Etisalat and/or the TDRA may audit Independent Retailer’s compliance with the relevant obligations under the Applicable Law pertaining to the scope of the TDRA purview, in particular the Consumer Protection Regulations, Mobile Registration Obligations, obligations under the SIM Cards Point of Sale Policy or the UEC Policy, as applicable. This may include inter alia visiting Independent Retailer Outlets and using anonymous shoppers to conduct mystery shopping.
    8. 12.8. Independent Retailer acknowledges and agrees that all Customer Information that it will get access to in performing its rights and obligations under this Agreement whether in electronic or paper form, is the property of Etisalat. Independent Retailer further undertakes to take all reasonable measures to protect the privacy of Customer Information and use reliable security measures against risks such as loss or unauthorised access, destruction, leakage, inappropriate use, modification and/or unauthorised disclosure of such Customer Information. Independent Retailer specifically warrants to Etisalat that Customer Information will not be shared or used by it in any manner not set out in this Agreement without prior written consent of
    9. 12.9. Independent Retailer shall in particular without limitation:
       • Make all reasonable efforts to allow Customers to obtain a purchase receipt for purchase of any Products at the Outlets.
       • Provide all Customer support regarding Customer queries, complaints or after sales and warranty support with regards to Products. For all other Customer queries and complaints, provide the initial Customer support for the Products, and - as appropriate - advise the Customer of the channels by which it may contact Etisalat Customer services including primarily, by calling Etisalat Customer services on a toll-free number (101) or visiting Etisalat Customer service centres or retail outlets.
    10. A. COMPLIANCE WITH UEC POLICY
    11. 12.10. When engaging in any Marketing Electronic Communication with the Customers, Independent Retailer shall ensure full compliance with the UEC Policy.
    12. 12.11. Independent Retailer shall use its reasonable commercial endeavours to obtain via the Activation Device or by any other means provided by Etisalat the express consent of the Customer for Etisalat to contact the Customer for marketing purposes including by sending promotional SMS.
13. TITLE & RISK, RIGHT TO USE
    1. 13.1. Etisalat shall hold title in the Products provided by Etisalat until the payment by the Partner of the relevant invoice issued by Etisalat for the provision of Products at which time the title shall pass to the Partner.
    2. 13.2. Etisalat shall hold the risk of the Products provided by Etisalat until the receipt of the Products by the Partner at which time the all risks shall pass to the Partner.
14. TERMINATION
    1. 14.1. Without prejudice to any other rights to which it may be entitled, Etisalat may terminate this Agreement or cease supplying Products to the Independent Retailer or a particular Outlet, with immediate effect, upon providing written notice , if:
    2. 14.2. the Independent Retailer fails to meet sales targets set by Etisalat for two (2) subsequent quarters during any given year;
    3. 14.3. the Independent Retailer commits a material breach of this Agreement, and if such breach is remediable, fails to remedy that breach within a period of thirty (30) days of being notified by Etisalat in writing to do so. The Independent Retailer acknowledges that any breach of its obligation in Clause 3 - Independent Retailer General Undertakings, in Clause 5 - Independent Retailer’s General Responsibilities and Obligations, Clause 6 - Specific Responsibilities of the Independent Retailer, and Clause 12 - Compliance with Laws; respectively, shall constitute a material breach of this Agreement;
    4. 14.4. steps are taken towards or, an order is made or a resolution is passed for, the winding up of the Independent Retailer business or the appointment of an administrator to manage the affairs, business and property of the Independent Retailer, or the appointment of a receiver over any of the Independent Retailer’s assets or undertaking, or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager, or which entitle the Court to make a winding-up order against the Independent Retailer; or if the  Independent Retailer becomes insolvent or bankrupt or ceases paying its debts generally as they mature;
    5. 14.5. there is a change in ownership or Control of the Independent Retailer’s business or a material change in its organization or method of doing business without the prior approval of Etisalat;
    6. 14.6. the Independent Retailer purports to assign its rights or obligations under this Agreement;
    7. 14.7. the circumstances in Clause 21.2 (Force Majeure) apply;
    8. 14.8. the circumstances in Clause 23.2 (Corrupt Practices) apply;
    9. 14.9. there is a change of law or decision of any regulatory authority which necessarily renders the existence or performance of this Agreement void or invalid.
    10. 14.10. If required to do so by any Competent Authority or third party (including, without limitation, the TDRA or any third-party device manufacturer or supplier).
    11. 14.11. Notwithstanding the above, Etisalat reserves the right to terminate at any time this Agreement, in whole or in part, for convenience by giving thirty (30) days written notice to the Independent Retailer at no additional charge or termination fee.
    12. 14.12. Termination under this Clause 14 will be effective without need to specify a cause or obtain a court order. Upon such termination the Independent Retailer shall pay to Etisalat any outstanding amounts up to the date of termination.
    13. 14.13. The termination or cancellation of the Agreement shall not relieve the Independent Retailer of the obligation to perform its obligations under this Agreement until the effective date of the termination.
15. EFFECTS OF TERMINATION
    1. 15.1. Termination of this Agreement however caused shall be without prejudice to any rights or liabilities accrued as at the date of termination.
    2. 15.2. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
    3. 15.3. Upon termination:
    4. 15.4. Etisalat shall be entitled to cancel all orders placed by the Independent Retailer prior to the termination date, whether or not such orders were accepted by Etisalat, without incurring any liability of whatsoever nature to the Independent Retailer;
    5. 15.5. The termination of this Agreement shall not give rise to any liability on the part of Etisalat to pay any compensation to the Independent Retailer for loss of profits or goodwill. Etisalat shall only be liable to pay all commissions due under this Agreement up to the termination date.
    6. 15.6. Subject to Clause 15.3 (Effects of Termination) all other rights and licenses of the Independent Retailer under this Agreement shall terminate on the termination date.
16. TRADE MARKS
    1. 16.1. The Independent Retailer shall not use any Trade Marks without the prior written authorization of Etisalat. Penalties will apply should the Independent Retailer misuse any of Etisalat’s Trade Marks or not comply with Etisalat’s branding guidelines notified from time to time.
    2. 16.2. Etisalat may from time to time grant the Independent Retailer the right to use certain Trade Marks in the promotion, marketing and sale of Services in accordance with the terms and for the duration as expressly specified in writing by Etisalat.
    3. 16.3. The Independent Retailer acknowledges and agrees that all rights in the Trade Marks shall remain with Etisalat and that the Independent Retailer will acquire no right to them by virtue of discharging it obligations. This Agreement shall not authorize the Independent Retailer to grant or assign any right to third parties to use the Trade Marks unless expressly authorized by Etisalat.
    4. 16.4. The intellectual property of all processes, methodologies and technologies that may be disclosed or exchanged between the Parties during the course of business shall remain the property of the owner.
    5. 16.5. All representations of the Trade Marks which the Independent Retailer intends to use shall first be submitted to Etisalat for approval.
    6. 16.6. The Products shall be sold by the Independent Retailer using the Trade Marks identified by Etisalat, which shall appear on all Products packaging, containers, advertisements and promotional materials. The symbol ® or “TM” shall be used in conjunction with the Trade Marks.
    7. 16.7. The Independent Retailer shall not alter, change or make any addition to the labelling or packaging of the Products displaying the Trade Marks and shall not alter deface or remove in any manner any reference to the Trade Mark, any reference to Etisalat or any other name attached or affixed to the Products or their packaging or labelling.
    8. 16.8. Etisalat makes no representation or warranty with regard to the validity or enforceability of the Trade Marks or whether Etisalat infringes any intellectual property rights of third parties in the Territory.
    9. 16.9. The Independent Retailer shall not do or omit to do anything in its use of the Trade Marks that could adversely affect their validity or Etisalat’s reputation.
    10. 16.10. The Independent Retailer shall promptly give notice in writing to Etisalat in the event that it becomes aware of:
        1. 16.10.1. any infringement or suspected infringement within the Territory of the Trade Marks or any other intellectual property rights in or relating to the Products; and
        2. 16.10.2. any claim that the Products or the manufacture, use, sale or other disposal of the Products within the Territory, whether or not under the Trade Marks, infringes the rights of any third party.
    11. 16.11. In respect of any matter that falls within Clause 16.10.1:
        1. 16.11.1. Etisalat shall in its absolute discretion determine what action, if any, shall be taken in respect of the matter;
        2. 16.11.2. Etisalat shall have the sole control over and shall conduct any consequent action as it shall deem necessary; and
        3. 16.11.3. Etisalat shall pay all costs in connection with such action and shall be entitled to all damages and other sums which may be paid or awarded as a result of any such action.
    12. 16.12. In respect of any matter that falls within Clause 16.10.2, Etisalat and the Independent Retailer shall consult to decide what steps shall be taken to prevent or terminate the infringement; and thereafter decide, depending on the circumstances, what action shall be taken and who shall bear the costs.
    13. 16.13. Each Party shall at the request and expense of the other, provide all reasonable assistance to the other (including but not limited to the use of its name in or being joined as a party to the proceedings) in connection with any action to be taken by the other Party pursuant to this clause.
    14. 16.14. The Independent Retailer shall not use the Trade Marks as part of its name under which it conducts business or in any other way, except as expressly permitted hereunder. Upon termination, the Independent Retailer will immediately stop using all or any part of the Trade Marks save for a period of sixty (60) days as required to sell Products if Etisalat decides not to buy these back as specified in Clause 16.3.2 above.
17. PRODUCT LIABILITY
    1. 17.1. The Independent Retailer shall notify Etisalat in writing as soon as it becomes aware of any fault, defect in the materials or workmanship of the Products, as applicable and/or any potential claim in relation to the same.
    2. 17.2. The Independent Retailer undertakes to maintain appropriate, up-to-date and accurate records to enable the immediate recall of any Product, as applicable or batches of Products from the market. These records shall include records of sales to Customers (including where relevant, batch numbers, delivery dates, names and addresses, telephone numbers, fax numbers and e-mail addresses).
    3. 17.3. The Independent Retailer shall give any assistance that Etisalat shall reasonably require to recall, as a matter of urgency, Products from the market.
18. INDEMNITY
    1. 18.1. The Independent Retailer shall indemnify and hold harmless Etisalat and its subsidiaries, officers, directors, agents and employees from and against all third party claims, damages, losses, and expenses (including, but not limited to attorney’s fees and costs reasonably incurred) arising out of:
    2. 18.2. breach by the Independent Retailer of any of the Independent Retailer’s undertakings, representations or warranties set forth in this Agreement;
    3. 18.3. distribution of the Products in a manner not permitted by Etisalat;
    4. 18.4. a claim that the Independent Retailer:
       1. 18.4.1. infringes any third party patent, copyright, trademark or trade secret, rights of privacy and publicity or other proprietary or intellectual rights;
       2. 18.4.2. is harassing, libellous, invasive of another's privacy;
       3. 18.4.3. violates any federal, state or local laws, rules or regulation of the UAE.
    5. 18.5. In relation to any claim, the Independent Retailer unconditionally agrees that:
       1. 18.5.1. the Etisalat shall have full control over defence and/or settlement of the claim;
       2. 18.5.2. the Independent Retailer shall provide full support upon Etisalat’s request in relation to defending any claim or responding to any violation decision including without limitation attending meetings with the TDRA, providing evidence and supporting documents; and
       3. 18.5.3. the Independent Retailer shall not enter into a settlement that requires Etisalat to make admission or payment to a third party without Etisalat's consent.
    6. 18.6. Further the Independent Retailer agrees that:
       1. 18.6.1. the indemnity provisions in this clause 18 shall be without prejudice to other rights and remedies of Etisalat, including but not limited to the right for Etisalat to terminate this Agreement for cause and to claim damages (for the avoidance of doubt, the Etisalat shall not be entitled to any double recovery); and
       2. 18.6.2. this indemnity shall not be subject to any exclusions or limitations of liability contained in the Agreement; and
       3. 18.6.3. that in relation to any payment obligations of Etisalat to the Independent Retailer, Etisalat shall have the right to make all payments due after the relevant settlements, net offs or counterclaims, including deducting any Fine or potential fines pursuant to this clause 18.
19. LIMITATION OF LIABILITY
    1. 19.1. Nothing in this Agreement shall limit or exclude either Party’s liability for:
       1. 19.1.1. liability which cannot be excluded or limited by law, such as death or personal injury caused by a Party’s negligence, or the negligence of its employees, agents or subcontractors;
       2. 19.1.2. fraud or fraudulent misrepresentation or wilful default;
       3. 19.1.3. a claim under an indemnity provision provided for under this Agreement; and
       4. 19.1.4. any loss or claim whatsoever which arises from a breach of clause 12 (Compliance with Laws) of this Agreement.
    2. 19.2. Subject to Clause 19.1:
       1. 19.2.1. Etisalat shall under no circumstances whatsoever be liable to the Independent Retailer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
          1. 19.2.1.1. any loss of profit, loss of revenue, loss of anticipated savings, loss of data (with the exception of Independent Retailer’s liability for Customer Data as specified in Clause 20.5), damage to reputation or good will, loss of production, loss of contract, loss of data, loss of traffic, loss of business; or third party claims (whether such loss shall be considered direct or indirect); and
          2. 19.2.1.2. any loss or damage that is an indirect or secondary consequence of any act or omission of Etisalat howsoever arising under this Agreement.
       2. 19.2.2. Etisalat’s total liability arising out of or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise for any one event or series of connected events, is limited to direct damages only and shall be no greater than all payments made to the Independent Retailer in the last six (6) months prior to the date of the claim.
    3. 19.3. For the avoidance of doubt, any claim under those circumstances listed in clause 19.1 will have no bearing on the liability cap noted under clause 19.2.2.
    4. 19.4. The Independent Retailer shall be fully liable for any cases of fraud or misrepresentation of its staff in selling the Services.
20. CONFIDENTIALITY AND PUBLICITY
    1. 20.1. Each Party agrees that for the Term and a period of five (5) years after the date of termination of this Agreement, it shall retain in confidence and not disclose to any person any information concerning the business and affairs of the other Party, the technical and economic terms and conditions of this Agreement, as well as any related information provided by either Party including any information pertaining to Etisalat business including but not limited to, Etisalat staff information, Etisalat services, Etisalat services commission, Etisalat services’ sales information, Etisalat services’ sales projection and forecast or any other information related to Etisalat third party agreements (collectively, the “Confidential Information”). The Parties shall, however, have the right to disclose the Confidential Information to legal counsel, to the extent necessary in the event of a dispute between the Parties or as required by a governmental or regulatory authority, court order, or by law.  Confidential Information shall in no event, include information that is publicly known at the time of its disclosure to the recipient or becomes publicly known through no fault of either Party, or is lawfully received by such Party from a third party not bound by a confidential relationship to the disclosing party.
    2. 20.2. The Independent Retailer shall ensure that its employees, agents, affiliates and contractors are contractually bound by similar obligations of confidentiality and that they comply with this Clause 20 (Confidentiality and Publicity). The Independent Retailer shall have adequate policies and procedures in place to safeguard the confidential nature of all information provided by Etisalat.
    3. 20.3. The following are all deemed Confidential Information: the presentation documents provided by Etisalat for the Independent Retailer system; all the documents and information exchanged prior to the signature of this Agreement; this Agreement and all its Annexures and amendments, which list is not exhaustive.
    4. 20.4. The Independent Retailer shall not advertise or otherwise disclose the appointment of the Independent Retailer or the terms of this Agreement (save insofar as may be required by law or may be necessary for the due performance of the Agreement) without the prior approval in writing of Etisalat. All copies of material relating to this Agreement, which is intended for publication in any form by the Independent Retailer, must first be submitted in draft form to Etisalat for approval indicating the media in which it is intended to appear.
    5. 20.5. Customer Data
       1. 20.5.1. Without prejudice to any other rights or obligations under this Agreement, the Independent Retailer shall ensure the confidentiality of all Customer information at all times and shall not disclose such information without the prior written consent of Etisalat. The Independent Retailer shall be responsible implementing appropriate procedures to ensure that Customer Information Is Safeguarded.
       2. 20.5.2. The Independent Retailer Represents And Warrants To Etisalat That It Is Compliant With The Data Protection Laws of UAE and with all applicable laws and regulation in United Arab Emirates and that it has in place policies and procedures for data privacy and data protection.
       3. 20.5.3. The Independent Retailer undertakes to promptly notify Etisalat of any transfer or disclosure of Customer Data made to a third party, an individual or Independent Retailer Personnel without Etisalat’s written approval and to implement procedures that shall restrict the access to the Customer Data only to those Independent Retailer Personnel, notified by the Independent Retailer to Etisalat and approved by Etisalat, that require to have such access to the Customer Data.
       4. 20.5.4. The Independent Retailer shall promptly notify Etisalat of any unauthorized or accidental access, erasure of the Customer Data or disclosure of Customer Data that may be required by law and shall co-operate with any reasonable requests or directions of Etisalat in relation to the use, disclosure, transfer and erasure of Customer Data as part of the rights of individuals to access and correct their Customer Data.
       5. 20.5.5. In addition to whatever rights or remedies that Etisalat may have under this Agreement or by law, Etisalat may apply a penalty of AED 25,000 (Dirhams Twenty Five Thousand only) per each incident of failure of the Independent Retailer in its obligations as set out in this Clause 20.5. The Independent Retailer shall be penalized for any activity deemed as misuse by Etisalat. Critical or repeated cases may result in termination of this Agreement in addition to imposition of a penalty.
       6. 20.5.6. Where a penalty has been imposed on the Independent Retailer for any breach of its obligations under this Clause 20.5, such penalty shall be waived by Etisalat if the Independent Retailer does not commit a similar breach for the subsequent two (2) months following the month in which the penalty was imposed.
          For avoidance of doubt, the obligations of the Independent Retailer under this Clause 20.5 survive termination of this Agreement and has no expiry.
21. FORCE MAJEURE
    1. 21.1. Any delay in or failure to perform by either Party under this Agreement will not be considered a breach of this Agreement to the extent caused by any occurrence beyond the reasonable control of such Party, including but not limited to acts of God, power outages and actions taken by a governmental or regulatory authority.
    2. 21.2. The Party affected by such force majeure event shall:
       1. 21.2.1. as soon as reasonably practicable after the start of the force majeure event, notify the other Party in writing of the circumstances under which they claim force majeure, the date on which it started, its likely or potential duration, and the effect of the force majeure event on its ability to perform any of its obligations under the Agreement; and
       2. 21.2.2. use all reasonable endeavours to mitigate the effect of the force majeure event on the performance of its obligations.
       3. 21.2.3. If the force majeure event prevents, hinders or delays the affected Party's performance of its obligations for a continuous period of more than one (1) calendar month, the Party not affected by the force majeure event may terminate this Agreement by giving written notice to the affected Party.
22. CONTACT INFORMATION AND NOTICES
    1. 22.1. In addition to the owner, the Independent Retailer must appoint a single point of contact to coordinate the work arising under this Agreement, and such Representative shall have the powers necessary to implement the obligations and commitments of the Independent Retailer contained in this Agreement. Communications shall be deemed to have been sent to the Independent Retailer when sent to the address provided.
    2. 22.2. The Independent Retailer shall address all its requirements and communications to Etisalat’s Indirect Sales only.
    3. 22.3. Any notice required or permitted to be given to Etisalat under this Agreement shall be sent to the following address:

     

    Etisalat: Vice President/Procurement & Supply Chain Management PO Box: 3838 Abu Dhabi, UAE. Tel: 02 6184201 E-mail: contract@etisalat.ae

     

23. CORRUPT PRACTICES
    1. 23.1. Each Party represents, warrants and covenants that it has not made and will not make, or that it has authorised or will authorise any third party acting on its behalf to make, directly or indirectly any prohibited bribes, offers or promises to any foreign official or any other third party pursuant to all Applicable Laws for the purpose of influencing such party’s acts or decisions or in order to obtain business or secure an unfair business advantage for either Party in respect of this Agreement.
    2. 23.2. Notwithstanding anything to the contrary in this Agreement, if there has been a breach of Clause 23.1 (Corrupt Practices) by either Party, the non-defaulting Party shall have the right to terminate this Agreement with immediate effect without prejudice to its rights under this Agreement or at law, including, but not limited to, the right to claim damages.
    3. 23.3. Neither Party shall, directly or indirectly through a third party, in relation to this Agreement give, receive, promise, attempt to give or to receive or in any way facilitate, the giving and/or receiving of anything of value to any person for the purpose of effecting any of the following:
       1. to secure an improper advantage for either Party;
       2. to induce or influence any person to take any action or refrain from taking any action to obtain or retain business for either Party;
       3. to induce or influence any person to use his/her influence with any government or public international organisation, or any department, agency or other instrumentality thereof, for either purpose described in (i) and (ii) of this Clause.
          An ‘improper advantage’ shall mean an advantage that is not legitimately due. For the purposes of clarity no account should be taken of the fact that such actions may be, or perceived to be, customary or officially tolerated.
    4. 23.4. Notwithstanding anything to the contrary in this Agreement, if there has been a breach of this Clause by either Party, such a breach shall be deemed a material breach of this Agreement, and the non-defaulting Party shall have the right to terminate this Agreement with immediate effect without prejudice to its rights under this Agreement or at law, including, but not limited to, the right to claim damages.
24. ASSIGNMENT
    1. 24.1. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party except that Etisalat may assign, novate and/or unilaterally transfer this Agreement in its entirety to an Affiliate without the prior written consent of the other Party, upon written notification.  For the purposes of this clause “Affiliate” means, in relation to a party, any company or other legal entity which directly or indirectly, through one or more intermediaries, controls, is controlled by or is under the common control of a third party with such party. For the purposes of this definition, “control” as used with respect to any entity, means the possession, directly or indirectly, of the power to direct or exercise a controlling influence on the management or policies of such entity, whether through the ownership of voting securities, by contract or otherwise.
    2. 24.2. If Etisalat gives consent to the Independent Retailer to subcontract any of its service obligations under this Agreement, the Independent Retailer shall remain the primary obligor and the Independent Retailer shall remain liable for any breach of the Agreement and for any damages caused by such breach by such subcontractor.
25. SEVERANCE
    The provisions of this Agreement are severable and in the event any provision hereof is determined to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions of this Agreement.
26. WAIVER
    The waiver of a default under this Agreement by one Party may be effected only by a written acknowledgement signed by the other Party and shall not constitute a waiver of any other default.  The failure of either Party to enforce any right or remedy for any one default shall not be deemed a waiver of said right or remedy if the Party persists in such default or commits any other default, nor shall such failure in any way affect the validity of this Agreement or any part of this Agreement.
27. NO PARTNERSHIP
    Nothing in this Agreement shall be deemed to constitute, create, give effect to or otherwise recognize a partnership, joint venture or formal business entity of any kind or create a fiduciary or similar relationship between the Independent Retailer and Etisalat and the rights and obligations of the Parties shall be limited to those expressly set forth in this Agreement.
28. ANNOUNCEMENTS
    Neither Party shall make or permit any person to make any announcements regarding the nature or existence of this Agreement without the express written consent of the other Party.  Etisalat and the Independent Retailer may agree to work together to draft a mutually acceptable press release regarding the signing and nature of this Agreement.
29. RIGHTS AND REMEDIES
    The rights, remedies and penalties provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
30. VARIATION
    1. 30.1. Etisalat may vary the terms of this Agreement at its sole discretion by providing notice of such change via the Digital Channels and uploading the updated General Terms and Conditions on the Independent Retailer Portal
    2. 30.2. Subject to clause 30.1, You agree that You will be bound by, and act in accordance with, any changes to this Agreement.
    3. 30.3. If You determine that any change to this Agreement has a material adverse impact on Your business or legal risk, You request to terminate this Agreement by providing adequate justification and providing not less than seven (7) days written notice, provided that, any request is made within thirty (30) days of any such change to this Agreement.
    4. 30.4. If this Agreement is terminated in accordance with Clause 30.3 above, the provisions of Clause 15 (Effects of Termination) will apply.
31. INTERPRETATION AND DOCUMENT RELATIONSHIP WITH THIS AGREEMENT
    1. 31.1. The agreement between Etisalat and the Independent Retailer is recorded in the following documents:
    2. 31.2. the signed Independent Retailer Registration Form accepted by Etisalat;
    3. 31.3. this General T&Cs (Independent Retailer);
    4. 31.4. The terms of this Agreement must be read in conjunction with the definitions. The documents listed below form one contract and shall have precedence in the order in which they appear below if there is any inconsistency, conflict or contradiction between the documents’ contents:
    5. 31.5. The main body of this Agreement
    6. 31.6. The Annexures to this Agreement
    7. 31.7. Clause, annexure and paragraph headings shall not affect the interpretation of this agreement.
    8. 31.8. References to clauses and annexures are to the clauses and annexures of this Agreement; references to paragraphs are to paragraphs of the relevant annexure.
    9. 31.9. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    10. 31.10. The preamble and recitals form an integral part of this Agreement.
    11. 31.11. The annexures form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the annexures.
    12. 31.12. If there is any conflict or contradiction between the main body of the Agreement and the annexures, the main body of the Agreement shall prevail.
    13. 31.13. Unless otherwise stated, a reference to a day, month, week or year is to a calendar day, month, week or year according to the Gregorian calendar.
    14. 31.14. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    15. 31.15. Words in the singular shall include the plural and vice versa.
    16. 31.16. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    17. 31.17. A reference to any Party shall include that party's personal representatives, successors or permitted assigns.
    18. 31.18. A reference to a statute, statutory provision or regulation is a reference to it as amended, extended or re-enacted from time to time.
    19. 31.19. A reference to writing or written includes e-mail.
    20. 31.20. A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of the provisions of this Agreement) at any time.
    21. 31.21. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
    22. 31.22. Any obligation on a Party not to do something includes an obligation, insofar as is in the control of that Party not to allow that thing to be done.
    23. 31.23. A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.
32. GOVERNING LAW, DISPUTES AND JURISDICTION
    1. 32.1. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates.
    2. 32.2. The Parties agree to seek to resolve any dispute arising out of the Agreement amicably in accordance with the escalation procedure set out in Annexure 4.
    3. 32.3. For any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) that cannot be so amicably resolved, the Parties irrevocably submit to the exclusive jurisdictions of the UAE courts.
33. ENTIRE AGREEMENT
    The Agreement contains the entire agreement between the Parties and supersedes any prior agreement, promise, assurance, warranty, representation and understanding between them, whether written or oral.

    List of  Annexures
    Annexure 1	Penalties
    Annexure 2	Compensation Structure
    Annexure 3	Payment Terms
    Annexure 4	Escalation Procedure

ANNEXURE 1 - PENALTIES

This Annexure sets out a table of violations / breaches of its obligations by the Independent Retailer and a list of monetary penalties with consequential actions that Etisalat may take.  However, for the avoidance of doubt, it is noted that Etisalat may take any one of the actions mentioned below without giving any priority to its sequential order and depending on the nature of the non-compliance. The selection of the particular type of action specified in this table shall depend on whether the particular violation occurred for the first time or has been repeated.  Nothing in this Annexure 1 prevents Etisalat from taking any additional or other action that is stated under this Agreement (for example termination of the Agreement by Etisalat) or that is applicable under Applicable Law.

ANNEXURE 2 – COMPENSATION STRUCTURE

Compensation shall be subject to change at Etisalat’s discretion from time to time and such changes shall be communicated to the Partner via email/letter.
Etisalat shall not be liable to compensate the Partner for any price drop of the product unless initiated by Etisalat.

HANDSET OR DEVICE MARGIN:

The Partner shall be compensated for the sale of mobile devices when made available by Etisalat. The margin on devices will be communicated via email/letter by Etisalat to Independent Retailer from time to time.

ACCESSORIES MARGIN:

The Partner shall be compensated for the sale of accessories when made available by Etisalat. The margin on accessories shall be communicated via email/letter by Etisalat to Independent Retailer from time to time.

ANNEXURE 3 - PAYMENT TERMS

1. The following terms of payment shall be applicable for Products where purchased by the Independent Retailer:
2. The payments for the purchase of Products by Independent Retailers will be made in advance into its eWallet. Independent Retailer may only purchase products via the Independent Retailer Portal when Independent Retailer’s eWallet has credit balance.
3. Purchase of Products via the Independent Retailer Portal will subsequently reduce the eWallet credit balance by the amount of the Products purchased.
4. Amounts that will be paid will be determined by the Independent Retailer based on the total value of Products ordered at the agreed price. Once the payment is effected to the above Bank Account the following staff at Etisalat Region should be notified.
   • Head Office Accounts Manager
   • P.O. Box 3838
   • Tel: 00971 2 6184472
5. The payment terms are cash up-front. 

ANNEXURE 4 - ESCALATION PROCEDURE

The Independent Retailer shall communicate all the issues to the direct team allocated to them.  Etisalat will provide a sales support procedure to the Independent Retailer for all Products the line of managers as detailed below:

First contact point for all issues:

Senior Manager /Modern Trade

Second contact point for all issues:

Director/Modern Trade

Third contact point for all issues:

Vice President – Alternate Channels

Fourth contact point for all issues:

Vice President – Contracts & Supply Chain Management