This Agent Terms and conditions documents the agreement between Card Programs International whose registered office is at 20-22 Wenlock Road, London N1 7GU (“CPI”) and the Agent who completes the Agent Application form on this website (www.globaltravelwallet.com/zambia/zambia-agent-form-page) (the“Agent”), entered into on the date that this Terms and Conditions is signed.
1.DEFINITIONS and INTERPRETATION
In these Terms and Conditions, the following words will have the following meaning:
Agreement means this Agent Agreement which consists of these general terms and conditions.
Agent Application form is a form provided by CPI to the Agent on www.globaltravelwallet.com/zambia/zambia-agent-form-page, which must be completed in order for the Agent to be enrolled to the Card Program.
Agent Commission is thirty three percent of the load fee paid by the cardholder.
Cardholder means a person who has purchased a Visa GlobalTravelWallet™ Prepaid Card or any other prepaid card which is part of the Card Program.
Card Program means the Visa GlobalTravelWallet™ card program or other card program created and managed by CPI.
Card Inventory Order Form is a form completed by the Agent to request for card stock Agent, you and your means the company or organisation or any legal entity named in the Program Enrolment Form who has enrolled onto the Card Program in accordance with these terms and conditions.
Committed Sales Volume means the minimum sales volume that the Agent commits to meet in the first calendar year or subsequent years from the date of Agent enrolment.
CPI, us, we, our means Card Programs International Limited, 20-22 Wenlock Road, London N1 7GU, its subsidiary and parent companies, and any person to whom we transfer any of our rights or obligations under this agreement.
Contract means any agreement entered into between the Agent and CPI in relation to the Services GTW means GlobalTravelWallet™ Issuer means xxxxxxx Bank (Zambia) Limited or other Bank Issuing partner of CPI Product means the Visa GlobalTravelWallet™ Prepaid Card and future card products from CPI.
Platform is the system provided to the Agent for use in the Program
Program Enrolment Fee is a fee charged by CPI to the Agent at the time of signing the Agent Application Form to enrol the Agent to the Card Program. If you are a sponsored Agent, this may be waived for you.
Services mean the services which shall be offered by CPI and its partners to the Agent as a result of Agent's enrolment unto the Card Program.
Term means a period of five years from the date of the Agreement.
User Guide means documentation contained in the product packaging or provided with the product named User Guide.
In this agreement, headings and bold type are for convenience only and do not affect the interpretation of this Agreement. Unless the context otherwise requires, words importing the singular, include the plural and vice versa, and the term “includes” is not a word of limitation.
1. Effective Date This Agreement is effective when it is executed by authorised representatives of both parties and shall continue until terminated in accordance with its terms.
2.CPI Obligations a) CPI shall provide the Services to the Agent in accordance with this Agent Agreement. b) CPI shall use reasonable endeavours to provide the Services within any dates specified in this Agreement, but all the dates shall be regarded as estimates only and subject to clause 6. c) CPI shall be obliged to comply with all applicable laws in relation to the Services provided and shall not be liable if in so doing, it is in breach of any of its obligations under this Agreement. d) CPI shall have responsibility for the overall management of the Card Program and for the Parties compliance with the terms and conditions of this Agreement. In fulfilling this obligation, CPI reserves the right to reject an Agent's application for enrolment for failure to meet the requirements for enrolling into the Card Program. d) CPI shall ensure that the Issuer pays the Agent commission into the Agent's designated account with the Issuer on a monthly basis.
3. Agent's Obligations a) The Agent shall accept this terms and conditions by submitting the Agent Application form in order to be enrolled unto the Card Program. The completion and submission of the Agent Application form constitutes a formal, irrevocable commitment by the Agent to enrol into the Card Program on a wholly exclusive basis for the Term. b) The Agent shall complete a Card inventory order form and pay for the cards ordered at the time of ordering. c) The Agent shall promptly make any payment due to CPI or the Issuer when due and without any delay. Where an Agent wishes to cancel its participation in the Card Program for whatever reason, it shall ensure that all outstanding payments due to CPI or the Issuer have been made, including any waived Program Enrolment fees, subject to Clause 15. d) All payments will be made to CPI's Account with the Issuer. Payments may be liable for VAT (if applicable). For all Contracts where invoices are to be sent from a country whose government levies a withholding tax, the respective rate of withholding tax will be added to all invoices and should be paid in full by the Agent as per the provisions of Article 11. e) Prior to selling the Product, the agent must ensure that prospective cardholders complete the Card Program Application Form supplied by CPI. The Agent will be liable for meeting all KYC/AML compliance requirements. It is the Agent's responsibility to satisfy itself as to the suitability of a prospective Cardholder prior to selling the Product. f) The Agent shall encourage its Customers to utilise the Product during the Term as their primary means of payment and promote the use of the Product for effecting payments for goods and services by Cardholders in preference to any alternative payment method. g) The Agent shall ensure that it does not belong to, market, support, brand, endorse or participate in, any competing Product in whatever shape or form and however delivered. h) The Agent shall issue a Cardholder with a copy of the User Guide provided by CPI upon request, and must actively assist with the prevention of fraud and report any suspected fraudulent activities to us or the Issuer immediately. i) The Agent shall ensure that he/she attends Card Program training along with its staff and ensure that this training is put into use daily as it conducts its business.
4. Equipment, software and Internet connectivity a) The Agent shall ensure that at all times, it has all the equipment and software needed, in good working order and with internet connectivity to enable potential cardholders to (i) purchase a card and sign up to the Card Program (ii) load their cards with funds (iii) participate in any of the other processes and procedures as required by CPI in conjunction with the Card Program. b) Any hardware or software used by the Agent must be installed in compliance with CPI's requirements and regulations in effect at any given time.
5. Need to maintain internet access The Agent shall ensure that the computers in use for the Card Program in the Agent's offices are, at all times, connected to the internet in order to ensure that it is always able to fulfil its obligations under this Agreement with respect to the Card Program.
6. Delay If, for unforeseeable reasons, in circumstances beyond CPI's control or by chance, the Product is not delivered within the time frame communicated to the Agent, or is impeded or delayed, the Agent may not claim an indemnity from CPI on any grounds whatsoever.
7. CPI rights CPI reserves the right to change its brand on the Product at any time and for any reason. In no case is the Agent entitled to claim an indemnity on such grounds. CPI will give adequate notice and allow the agent to sell any old stock ensuring that the agent can recover its investment and sales margin on product previously purchased.
8. Complaints All complaints regarding any element of the Service provided by CPI should be sent to firstname.lastname@example.org or in writing to the address at the top of this document. all complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be sent to you. The complaining Agent may not claim any indemnity, nor withdraw from its contractual obligations on such grounds.
9. Card Misuse CPI shall not be liable for any misuse of the card by a Cardholder or a third party, regardless of the cause of such misuse. By participating in the Card Program, the Agent renounces any claim for damages or interest arising from misuse of the card.
10. Assignment/Transfer a) The Agent shall be the sole counter party to any contract with CPI, and may not assign or transfer any of its rights and/or benefits under this Agreement, except with prior written consent by CPI. b) CPI may assign its rights and benefits at any time without prior written notice to the Agent. CPI may subcontract any of its obligations under this agreement.
11. Indemnity The Agent agrees that in the event of a breach of this agreement, damages may not constitute an adequate remedy. The Agent therefore agrees that where it commits a breach, the Agent shall indemnify and keep Indemnified CPI, its sub-contractors, agents, officers and employees for any loss or damage resulting from the breach of this terms and conditions including any Financial losses, lost profits or any other consequences of the breach.
12. Limitation of Liability a) CPI shall not be liable for any loss arising from any cause which results from abnormal or unforeseen circumstances beyond CPI's control, such as consequences which would have been unavoidable despite all CPI's efforts to the contrary; or a retailer refusing to accept a cardholder's Prepaid Card; or CPI's compliance with legal and regulatory requirements; or for loss or corruption of data unless caused by CPI's wilful default. CPI is also not liable for business interruption, loss of revenue, goodwill, opportunity or anticipated savings; and or any indirect or consequential loss. b) In no case may an Agent bring a claim against CPI for damages in respect of, for example and without limitation: poor design of cards, absence of stock of the Product, inadequate reporting, poor organisation, printing errors in any documents directly or indirectly connected to the Product. c) The entire liability of CPI under or in connection with this Agreement shall not exceed the Program Enrolment Fee paid by the Agent.
13. Committed Sales Volume a) The Agent acknowledges that the CPI will incur the cost of designing, delivering, launching and managing the program. b) The Agent shall use its best endeavours to reach any Committed Sales Volume that is agreed between itself and CPI at any given time.
14. Non-Solicitation The Agent agrees that during and for the period of twenty-four months after expiry of the Term, it shall not whether by itself, its officers, employees or agents or through any company, firm or organisation or otherwise directly or indirectly engage nor offer to engage (in any capacity whatsoever including without limitation as consultant or employee) any employee of CPI whose services were offered or supplied to the Agent by CPI in respect to the Card Program or any other contracted service that CPI has undertaken on behalf of the Agent. In the event of such an occurrence, the Agent agrees that a fixed fee of $10,000 will be payable immediately and in full to CPI. This fee will act as part compensation to CPI for the loss of an employee and part success fee for recruitment.
15. Termination a) Either party may immediately by notice to the other party terminate this agreement where: (i) the other party has committed a material breach of its obligations under this Agreement and has not, within 30 days of being notified of the breach by the terminating party, rectified the breach. (ii) any governmental or regulatory authority with competence and/or jurisdiction over the parties decides that the provision of services under this Agreement, is contrary to existing laws, rules or regulations, or any decision, law or any official governmental order makes the provision of the Product or service illegal. (iii) the other party becomes subject of a bankruptcy order or becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors or if any of its assets are the subject of any form of seizure or goes into liquidation, either voluntary (Otherwise than for reconstruction or amalgamation) or compulsory or if a receiver is appointed over its assets. b) The Agent agrees to perform all its obligations under these terms and conditions for the duration of the Term. In the event of early termination of its participation in the Program, the Agent shall not be refunded the Program Enrolment Fee. If the Program Enrolment Fee was waived, this shall become immediately due and shall act as part compensation to CPI for loss of profit, had the Agent continued for the duration of the Term. In addition, an Agent who terminates early shall not, for the duration of twenty four (24) months after such termination, whether by itself, its officers, Employees or agents or through any company, firm or organisation, participate in any other card scheme or any program which competes with the Card Program.
16. Force Majeure Neither Party shall be liable for the non-performance of its obligations under this Agreement where the non-performance is due to Force Majeure circumstances. Force Majeure circumstances include acts of war, terrorism, flood, fire, earthquake and other Acts of God, strikes, changes in legislation or any other occurrence which impairs the performance of any obligations to be undertaken by the party and which were not caused directly or indirectly by either party and which not have been reasonably foreseen by either party.
17. Binding Obligations The provisions of these terms and conditions shall be strictly enforced and are not to be deemed as merely exhortatory. CPI has the sole responsibility of deciding upon the measures to be taken for the application of such clauses. The Agent must comply with any written provisions transmitted to them by CPI before and/or during the Term.
18.Reservation of Rights Any delay or failure to exercise any right or remedy under this Agreement by CPI shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time. If any provision of this Agreement is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
19.Law and Jurisdiction These Terms and Conditions shall in all respects be construed and take effect in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the English courts.