ALTEL/SNM/F001

CUG/TRADITIONAL DEALERSHIP APPLICATION FORM

(Please use Capital Letters only)

Application Type (please tick)

CUG Dealer
Traditional Dealer
Others (please state)
_________________
Product Type (please tick)
Prepaid
Data
Postpaid
Reload
Others

APPLICANTS DETAILS
1)

Company/Business Name

2)

Status of Company *Please tick whichever applicable

Berhad
Proprietorship

3)

Sdn. Bhd.
Partnership

Company/Business Registration No.:

4)

5)

a)

Date of Registration/ Incorporation/:

Formation of Business

b)

Date of Commencement of Business :

c)

Tax File No :

Address of the Registered Office/ Principal Place of Business: *Strike out whichever is not applicable

City :

Postcode :

State :
Telephone No.

Fax No.

Website

6)

Name of Management Team and Contact Details (Please attach separate Sheet, if required).
Name

IC No

Designation

Contact Number

Email Address

FINANCE AND OPERATION DETAILS (Parts 7 & 9 for Distributor only)

7)

Business Turnover:

Activities
2011
2012
From Trading Activities (Retail)
From Trading Activities (Distributorship)
TOTAL
(*Place attach certified true copy of the last two years Audited Financial Reports and latest management account.)

8)

Bank Information
a)
b)
c)

9)

Bank Name
Branch
Account No.

:
:
:

Current Telco Distribution List (tick all that applies)

Hotlink/Maxis
Celcom
XPax
Tune Talk
Digi
U Mobile
Others : ________________

Apple
Samsung
Sony
Motorola
HTC
Nokia
Others : _______________

DOCUMENTS REQUIRED (compulsory, please tick)

Distributor and Dealer :

Distributor only :

Form 9/13
Form 24
Form 49
SSM Registration
Business License

Latest 2 years Audited Financial Report

Latest Management Account
Latest 3 month Bank Statement

(*Kindly ensure all documents are stamped Certified True Copy)

PRIVACY NOTICE
We, ALTEL COMMUNICATION SDN BHD (Company No. 167469-A) and our subsidiary company respect individuals
privacy of their personal information in compliance with the Personal Data Protection Act 2010 (PDPA) and any other
Malaysian laws in relation to privacy and protection of personal data.
In compliance with the requirements of the laws and to show our utmost commitment to protect individuals personal
data (which is in this case; your personal data), we have placed the Privacy Statement which details out the frameworks
and principles in relation to how we process and protect the personal data of individuals.
You are advised to visit our Website at www.altel.my (Website), to read and understand our Privacy Statement.

DECLARATION
I,
IC No.
make
these
acknowledgments
undertakings on my own behalf/for and on behalf of my company, which I am authorised to bind.

and

I affirm that to the best of my knowledge, this application is an accurate and complete representation of financial and
operational qualification and background of myself/my company.
I hereby declare that all of the information given on this form is true and complete. I agree to notify Altel immediately of
any changes in financial position during the process of the approval of this application. I agree that Altel shall have the
right to reject this application or terminate the Dealership appointment in accordance to the Dealership Term and
Conditions (as the case maybe) in the event that the information which I have provided herein are false and incomplete.
I also hereby declare that I have read, understood and agreed for myself /my company; which I am acting on behalf to be
bound by the Dealership Terms and Conditions attached herewith.
I have read and understood Altels Privacy Statement which is available on Altels website; www.altel.my and hereby give
consent to Altel collecting, recording, holding, storing, using and disclosing any of this information for purposes which are
necessary or related to this application by Altel according to the Personal Data Protection Act 2010 (PDPA) and Altels
Privacy Statement.

Signature :
Position :
Date
:

Dealer Stamp

RECOMMENDATION OF THE DISTRIBUTOR

Distributor Name
Distributor Code
Authorized Signature

: _____________________________
: _____________________________
: _____________________________
Distributor Stamp

FOR OFFICE USE

This application is :
Approved
Rejected
KIV

Code Generated :
Distributor Code
Dealer Code

Signature and Stamp

DEALERSHIP TERMS AND CONDITIONS (Version 010114)

The Dealership terms and conditions are as follows:1.
DEFINITIONS AND INTERPRETATION
In this Agreement unless the context otherwise requires, the following terms shall have the
following corresponding meanings:
Application Form means the Dealership Application Form filled up and submitted by ALTEL
Dealer to ALTEL
Agreement means this appointment of ALTEL Dealer as ALTELs authorized dealer in which it
consists of the Application Form, these Dealership Appointment Terms & Conditions, Schedules
and Appendices.
ALTEL means ALTEL Communications Sdn Bhd (Company No. 983899-V), a company
incorporated in Malaysia (which includes its successors and permitted assigns) and licensed
operator under the Communications and Multimedia Act 1998 (CMA) which pursuant to its
Licence(s), may provide telecommunication and multimedia services in Malaysia.
ALTEL Dealer means the individual or the company appointed as the authorized dealer of
ALTEL; details of which specified in the Agreement.
Customer(s) means any individual who purchases or may purchase and/or subscribe to the
Products.
Distributor means an individual or company, licensed by the relevant authorities and duly
authorised by ALTEL to promote and sell Products in Territory. For the avoidance of doubt,
Distributor shall be responsible to distribute the Products to ALTEL Dealer to be made available
to the Customers.
Intellectual Property Right means all current and future, copyrights, patents, Trade Marks,
rights in databases, inventions or trade secrets, know-how, rights in designs, integrated circuits,
topographies, trade and business names, domain names, get-up, marks and devices (whether
or not registered), moral rights, and all other intellectual property rights and applications for
any of those rights (where such applications can be made) which are capable of being
protected and/or enforced in Malaysia and/or any relevant country of the world.
Marketing Materials means the marketing materials which include, Product registration
forms, relevant signage, bunting, point-of-sales materials (POSM), brochures, pamphlets, flyers
and any other relevant materials promoting the Products, which shall remain the property of
ALTEL or its licensors.
Party/Parties means a party or the parties to this Agreement, which includes its or their
successors in title.
Products means the telecommunication and multimedia products and services provided by
ALTEL or companies related to ALTEL and include without limitation, SIM cards, USIM cards, the
reload cards, rate, plans, packages, promotions and other products which may be made
available from time to tim e.
Retail Premises means the premises that will be occupied by ALTEL Dealer to provide the
Services.
Services means the services rendered by ALTEL Dealer to engage in selling the Products at
the Retail Premises and shall also include all obligations imposed on the ALTEL Dealer pursuant
to this Agreement.
Territory means Malaysia, including Sabah, Sarawak and the Federal Territories of Kuala
Lumpur, Putrajaya and Labuan unless specified otherwise by ALTEL in writing.
Trade Marks means ALTELs or its licensors names, the registered and unregistered
trademarks, logo, indicia, get-up, trade names, business name, domain name taglines, service
marks and any variation, representations or reproductions or abbreviation thereof in any
manner, medium or any form of media whatsoever from time to tim e.
Term means the duration of this Agreement;
1.2
In this Agreement, unless the context otherwise requires:
(a) headings and underlining are for convenience only and do not affect the interpretation
of this Agreement;
(b) words importing the singular include the plural and vice versa;
(c)
an expression importing a natural person includes any company, partnership, joint
venture, association, corporation or other body corporate;
(d)
a reference to a party in this Agreement or in any other document or agreement
includes that Party's permitted successors and permitted assigns; and
(e)
reference to any statute, regulation, proclamation, ordinance or by-law includes all
statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or
replacing them, and a reference to a statute includes all regulations, proclamations,
ordinances and by-laws issued after that statute.
1.3 In the event of any conflict or inconsistency between any provisions in these Dealership
Appointment Terms & Conditions, and the provisions in any schedules and appendices
the following order of precedence shall apply, but only insofar as is necessary to resolve
that conflict or inconsistency:
(a) the Application Form;
(b) these Dealership Appointment Terms & Conditions; and
(c) the schedules and the appendices.
2.
APPLICATION FOR DEALERSHIP & APPOINTMENT OF ALTEL DEALER
2.1 ALTEL may at its discretion to accept or reject the application of ALTEL Dealer and the
appointment of ALTEL Dealer is strictly subject to:
(a) ALTEL Dealer filled up the complete, correct and full information required in the
Application Form and submit the same to ALTEL for processing;
(b) ALTEL Dealer has duly submitted all necessary and relevant supporting documentation to
support the application as requested by ALTEL and the same is satisfactory to ALTEL; and
(c) ALTELs internal filtering process in respect of the appointment of the distributor and/or
the dealership.
Based on the abovementioned requirements, if ALTEL rejects ALTEL Dealers application, ALTEL
shall notify ALTEL Dealer in writing. If ALTEL decides to appoint the ALTEL Dealer, ALTEL shall
provide ALTEL Dealer with the Dealer Code. In the event ALTEL decides not to appoint the
ALTEL Dealer, the terms and conditions of this Agreement shall cease to apply; save and
except Clause 7, 7A and 8 which survive such cessation and ALTEL shall not be liable for any
damages and/or claim by ALTEL Dealer arising from its non-appointment as ALTELs authorized
dealer.
2.2 Subject to Clause 2.1 above, ALTEL appoints ALTEL Dealer to, and ALTEL Dealer agrees to
promote and sell the Products to the Customer and to register the Customer for the
Products in the Territory only subject to the terms and conditions of this Agreement.
2.3 ALTEL Dealer acknowledges and agrees that its appointment under clause 2.1 herein is
non-exclusive and that ALTEL may appoint other persons to conduct, and may itself
conduct, the activ ities referred to in clause 2.1.
2.4 The Dealer Codes, as shall be specified in this Agreement, must be used by ALTEL Dealer
when processing orders for the Services. ALTEL Dealer shall not:(a) transfer or sell the Dealer Codes;
(b) allow any person to use the Dealer Codes without ALTELs written consent; and
(c) disclose the Dealer Codes to anyone other than in the ordinary course of business.
3.
APPOINTMENT TERM AND TERMINATION
3.1 The appointment of ALTEL Dealer as ALTELs authorized dealer shall begin on the date
when ALTEL issues Dealer Code to ALTEL Dealer and will continue for a maximum of
twelve (12) months (Term) automatically renewed for another twelve (12) months
unless otherwise earlier terminated in accordance with this Agreement. Any further
extension of the appointment period shall be at the discretion of ALTEL (Extended
Terms).
3.2 ALTEL may, in its absolute discretion, during the Extended Terms, impose any new or
additional terms and conditions.
3A PRODUCT STOCKS PURCHASE
ALTEL Dealer is required to obtain and purchase the stocks of the Products only from the
Distributor as determined by ALTEL in the list of the Distributor to be provided by ALTEL and shall
be the schedule and appendices of this Agreement and shall be deemed as an integral part
of this Agreement. The ALTEL Dealer may obtain and purchase the stocks of the Products from
any other Distributor as determined and notified by ALTEL in writing from tim e to time.
4.
ALTEL DEALERS OBLIGATIONS
During the Term of this Agreement, the ALTEL Dealer shall be responsible for the following:
4.1 Use its best endeavours to sell, promote and maximise the sale and use of Products in the
Territory, in accordance with guidelines and instructions as may be prescribed by ALTEL
in its ALTEL Dealer Operation Manual from tim e to time;
4.2 At all times maintain adequate stocks of the Products from Distributor at a level requisite
to meet the reasonable demand of the Customers;
4.3 Ensure that it observes and complies with laws applicable, and rules and regulations of
Malaysian Communications and Multimedia Commission (MCMC) in connection with

performance of its obligations under this Agreement. ALTEL Dealer understands that false
registration and activation of Customers is a crime punishable under the law of Malaysia;
Sell the Products at the recommended retail price (RRP) as directed by ALTEL, which
may subject to change from time to time. Such RRP details shall be communicated to
ALTEL Dealer and shall be made as the schedules and/or appendices of this Agreement;
4.5 Not to make any representations, warranties and guarantees in relation to the Products
without ALTELs written authority. ALTEL Dealer agrees not to incur any liability on behalf
of ALTEL and/or Distributor or in any way pledge or purport to pledge ALTEL and/or
Distributors credit;
4.6 Be fully responsible for airtime transferred fraudulently, without authorisation or deceitfully
and shall immediately compensate ALTEL for the value of such airtime. ALTEL Dealer
hereby permits ALTEL and/or Distributor to deduct such value from incentives due to
ALTEL Dealer in this regard.
4.7 ALTEL Dealer agrees to defend, indemnify and hold ALTEL and Distributor, their subsidiary
and affiliate companies, and their agents, employees, directors, officers, servants and
insurers, harmless from and against any and all losses, claims, demands, liabilities or
causes of action of every kind and character, whether in contract or in tort, including
claims of negligence or strict liability (including any action brought by any employee,
agent or subcontractor of ALTEL Dealer for ALTEL Dealers failure to comply with ALTEL
and Distributors published instructions and specifications concerning the operation, use
and maintenance of Products), in favor of any person or party for any property damage
(including loss of income, profits, sales or down time), arising out of or incident to any
Products furnished under this Agreement, except any loss, claim, demand or liability
proven to be the result of the negligence of ALTEL and Distributor not contributed to by
the negligence of ALTEL Dealer, his agents, employees, officers or directors or other third
parties.
4.8 Upon delivery of the Products by Distributor, ALTEL Dealer will be responsible for
inspecting the Products for any visibly detectable damage or loss. If the Products pass
ALTEL Dealers inspection, ALTEL Dealer shall indicate its acceptance to the Products by
signing the delivery order. All Products sold shall not be returnable or refundable unless
stated otherwise by the Distributor.
4.9 Receive representatives of ALTEL and/or Distributor for inventory consultation and
cooperation in connection with the promotion and sale of Products and for periodic
audits to assess compliance with this Agreement.
4.10 Provide, at ALTEL Dealers own cost and expense, all necessary resources including
without lim itation, an adequate number of sales personnel or employees and the
necessary infrastructure to promote, market, sell, exhibit and solicit sales of Products
throughout the Territory.
4.11 Employ such sales personnel or employees at such compensation and on such other
conditions as ALTEL Dealer sees fit.
4.12 Comply with the rules, code of conducts, guidelines, processes and procedures
furnished to ALTEL Dealer im posed by ALTEL from time to time.
4.13 ALTEL Dealer must always act in good faith in its dealings with ALTEL in connection with
this Agreement.
4.14 Compliance with laws:
a)
ALTEL Dealer must not engage in misleading or deceptive conduct or contravene any
laws in the performance of its deliverables under this Agreement.
b)
ALTEL Dealer must, at all times, comply with the applicable laws to the business of
Distributor and ALTEL, including but not limited to the CMA and Personal Data Protection
Act 2010.
c)
ALTEL Dealer will, at its expense, be solely responsible for determining, obtaining and
qualifying the licenses and permits required by the laws for the Retail Premises, booth
and venue for the performance of this Agreement and comply with the conditions of
such licenses and permits.
4.16 Ensure that it does not make or provide any representations, warranties, or guarantees
with respect to the Products except as expressly provided by ALTEL and must notify ALTEL
immediately after becoming aware of any infringement or misrepresentation of
Products.
4.17 ALTEL Dealer must, at all times during the performance of this Agreement ensure that it
does not infringe the Intellectual Property Rights of ALTEL, its licensor and any other third
party.
4.18 Remain liable to deduct and deposit the tax at source under any prevailing laws on
taxes and to comply with all other related statutory compliance in relation to his
operations for performance of his obligations under this Agreement. ALTEL Dealer shall
pay any tax which is payable in respect of the execution, delivery, performance,
release, discharge, amendment, enforcement or attempted enforcement or otherwise
of the Agreement.
4A FRAUD
The ALTEL Dealer, personnel, employees, servants, agents and permitted assignees must:
(a) scan the Mykad submitted by the customer with a Mykad Reader provided by ALTEL (if
any) and verify that the information displayed is the same as the information submitted
by the Customer; and
(b) ascertain whether the Mykad is genuine and not forged, tampered with, fake or false.
The ALTEL Dealer shall be held responsible for any error or negligence in verifying any
information on the Mykad. In the event of any loss resulting to ALTEL, ALTEL may:
i)
lodge a police report against the ALTEL Dealer for registering a the Product based on a
MyKad which is not genuine;
ii)
demand full compensation for all Products arising from such registration or deduct such
compensation from any sums due from ALTEL to the ALTEL Dealer or both;
iii)
take civ il or criminal legal action against the ALTEL Dealer;
iv)
suspend, withhold or set-off against any incentives due to the ALTEL Dealers sales of the
Products; or
v)
terminate this Agreement immediately without allowing the ALTEL Dealer a period for
remedy.
ALTEL has the right to terminate this Agreement in the event ALTEL discovers after further
investigation that the ALTEL Dealer, its personnel employees, servants, agents and permitted
assignees has committed any fraudulent, deceitful or other dishonest conduct.
The ALTEL Dealer shall be fully responsible for airtime transferred fraudulently, without
authorisation or deceitfully and shall immediately compensate ALTEL for the value of such
airtime. In this regard, the ALTEL Dealer expressly permits ALTEL to deduct such value from
incentives due to the ALTEL Dealer (if any).
5.
CUSTOMER SERVICE
ALTEL Dealer shall:(a)
always act fairly and reasonable with Customers;
(b)
provide a high standard of customer service and always meet customer service
standards established by ALTEL which is notified to ALTEL Dealer from time to tim e;
(c) notify ALTEL in writing within 24 hours if ALTEL Dealer becomes aware of any Customers
complaint or claim about the sale or use of the Products and give ALTEL any additional
information about the complaint or claim that ALTEL requests; and
d)
notify ALTEL immediately after becoming aware of any infringement or misrepresentation
of Products.
6.
PRODUCT SALES & PROMOTION
6.1 Promotion of ALTELs Products
a)
The ALTEL Dealer is required to provide ALTEL its plans on any advertisement or
promotional activities for ALTELs approval prior to the conduct of the same by the ALTEL
Dealer. ALTEL may from time to time conduct the audit on any advertisement or
promotional activities conducted by the ALTEL Dealer and without prejudice to any
other ALTELs rights under this Agreement, ALTEL may demand the ALTEL Dealer to
suspend and/or stop such advertisement and the promotional activities without any
liability to the ALTEL Dealer; if in ALTELs sole opinion, the foregoing might be detrimental
to the Trade Marks or ALTELs goodwill or it may expose any risks to ALTEL.
b)
The ALTEL Dealer shall not cause to be published any advertising or initiate any practice
which might mislead or deceive the public, touching any racial, social, political, religious
sensitivity and discomfort or any sort of advertising and practice that might be
detrimental to the ALTEL Trade Marks or goodwill of ALTEL or it may expose any risks to
ALTEL.
c)
ALTEL Dealer shall not conduct any market survey without ALTELs prior written consent.
d)
The ALTEL Dealer must, at all tim es, actively, diligently and faithfully promote ALTELs
interest and maintain the reputation of ALTEL, ALTELs Products and other entities
associated with ALTEL.
e)
When promoting ALTELs Products, the ALTEL Dealer must provide accurate information
regarding ALTELs Products. The ALTEL Dealer must not make any representation about
4.4

the ALTELs Products that is inconsistent with information provided by ALTEL to the ALTEL
Dealer.
The ALTEL Dealer shall not giv e any express or im plicit reference and/or association to
any telecommunication services provider in promoting the Products.
g)
The ALTEL Dealer shall participate in and support ALTELs marketing campaigns planned
by ALTEL. In the event that the ALTEL Dealer desires to participate in trade fairs or
exhibitions, the prior written approval of ALTEL is required.
h)
The ALTEL Dealer shall not establish a website or channel in any social media which refers
to its distribution, promotion or sale of the Products without ALTELs prior written consent.
ALTEL shall have the right, but not the obligation, to designate one or more web page(s)
to be located within ALTELs website to describe the ALTEL Dealer.
6.2 Marketing Materials
ALTEL Dealer shall:
(a) display Products, Marketing Materials and ALTEL Trade Marks only at the Retail Premises,
in compliance with ALTELs instructions from tim e to time. The display of Products,
Marketing Materials and ALTEL Trade Marks shall only be done in a prominent and nonoffensive manner to the Customers;
(b) distribute to Customers and prospective Customers any Marketing Materials provided by
ALTEL for distribution to Customers and prospective Customers;
(c) ensure that all Marketing Materials relating to the provision of Products are kept clean
and in good condition, and not altered;
6.3 If ALTEL Dealer fails to comply with this clause, ALTEL and their representatives may do all
things necessary to rectify their breach, including by entering Retail Premises and
removing or modifying signs or other materials that do not meet the requirements of this
clause, and ALTEL Dealer indemnifies ALTEL against any claim, action, loss, liability, cost,
charge, expense, outgoing or payment which ALTEL or any of their representatives
suffers, incurs or is liable for in respect of ALTELs exercise of its rights under this clause.
6.4 ALTEL Dealer shall not keep and hold possession of all Customer registration form which is
duly filled up and executed by the Customer. ALTEL Dealer is required to submit the
same to ALTEL for ALTELs safekeeping and record purposes.
6A. TERMINATION
Either Party may terminate this Agreement as provided below:6A.1 By mutual written consent of the Parties;
6A.2 By ALTEL by way of written notice, in the event where:
(a) ALTEL Dealer attempts to assign this Agreement without ALTELs prior written consent;
(b) there is a change in the control or management of the ALTEL Dealers operation which is
unacceptable to ALTEL;
(c)
in the opinion of ALTEL, ALTEL Dealer becomes incapable of performing his duties or
obligations under this Agreement;
(d) ALTEL Dealer cease to conduct business;
(e) the ALTEL Dealer fails to remedy a breach (which is capable to remedy) under this
Agreement within thirty (30) days of receiving a notice of breach from ALTEL.
(f)
ALTEL discovers, after further investigation that the ALTEL Dealer, its personal employees,
servants, agents and permitted assignees has committed any fraudulent, deceitful or
other dishonest conducts;
(g) the ALTEL Dealer should pass a resolution to wind-up other than for the purpose of
amalgamation or reconstruction, or a lawfully constituted court of competent jurisdiction
in Malaysia should make an order that the ALTEL Dealer shall wind-up, adjudged
bankrupt or if a receiv er or manager on behalf of a creditor should be appointed, or if
circumstances should arise which entitle such court or a creditor to appoint a receiver or
manager or which entitle such court to make a winding-up order or bankruptcy order,
6A.3 Notwithstanding the foregoing provisions, ALTEL may terminate this Agreement without
any liability and assigning any reasons whatsoever to the ALTEL Dealer by giving thirty
(30) days prior written notice to the ALTEL Dealer.
6B. CONSEQUENCES OF TERMINATION OR EXPIRATION OF THE AGREEMENT
6B.1 Upon termination or expiration of this Agreement, the ALTEL Dealer will cease soliciting
orders for the Products, ALTEL Dealer shall stop using the ALTEL Trade Marks, shall remove
any ALTEL Trade Marks from buildings or other property under ALTEL Dealers control, and
shall ensure the cessation of use and removal by all persons claiming to have receiv ed
the right to such use from ALTEL Dealer. The ALTEL Dealer shall return all ALTEL's literature,
and stop representing itself as ALTEL's authorized dealer. ALTEL may advertise in the local
newspapers to ensure such representation, if any, is discontinued. Any indebtedness
owed by one party to the other shall be immediately due and payable, and any
pending orders may be cancelled at ALTELs discretion.
6B.2 Upon termination in pursuance to Clause 6A above, ALTEL shall not be liable to ALTEL
Dealer for the loss of prospective profits on anticipated sales or on account of
expenditures, investments, leases or commitments in connection with the business or
goodwill of ALTEL Dealer or otherwise. ALTEL Dealer waives any claim for such
compensation under applicable laws because of or in connection with the termination
of this Agreement.
6B.3 Termination shall not release the ALTEL Dealer from the payment of any sum owing or
ALTEL Dealer liability or any security interest or lien held by ALTEL. ALTEL may apply any
amounts which are due or to become due by ALTEL to ALTEL Dealer against any
amounts which are due or to become due by ALTEL Dealer to ALTEL.
6B.4 The termination or expiry of this Agreement, in whole or in part, does not operate as a
waiver of any breach by a Party of any of its provisions and is without prejudice to any
rights, liabilities or obligations of any Party which have accrued up to the date of
termination or expiry including the right of indemnity.
7.
CONFIDENTIALITY
7.1 For the purpose of this Agreement; in particular this Clause 7, Confidential Information
means all information, trade secrets, know-how, scientific, technical, product, market,
pricing and customer information relating to ALTELs business and includes but is not
limited to the terms of this Agreement.
7.2 ALTEL Dealer acknowledges that:
a)
the Confidential Information is ALTELs property; and
b)
nothing in this clause 7 grants any interest in the Confidential Information to ALTEL Dealer.
7.3 ALTEL Dealer undertakes that ALTEL Dealer will:
a) use the Confidential Information only to the extent necessary for, and for the sole purpose
of promoting and selling Products;
b)
only disclose the Confidential Information to those of ALTEL Dealers officers, personnel
and advisers, to whom it is necessary to disclose the Confidential Information for the
purpose of promoting and selling Products;
c)
not, and will ensure that its officers, personnel and advisers do not, use, provide or
disclose the Confidential Information to any person, except as expressly permitted in this
clause 7 hereto; and
d)
take all steps necessary to prevent or stop, and comply with all reasonable directions of
Distributor in respect of, suspected or actual breaches of, or defaults under this clause 7.
7.4 The Distributor agrees that upon termination or expiration of this Agreement:
a)
it will immediately cease to use any Confidential Information of ALTEL disclosed to or
otherwise learned or acquired by the Distributor in any business or otherwise; and
b)
it will return to ALTEL or destroy or delete any Confidential Information (in accordance to
ALTELs written instruction) which have been loaned or made available to it by ALTEL
pursuant to this Agreement.
c)
Distributor shall provide a written certificate to ALTEL confirming the all Confirmation
Information provided by ALTEL has been returned to ALTEL or destroyed or permanently
deleted as per Clause 7.4 (b) above within ten (10) days thereafter.
7.5 Distributors obligations and undertakings under this Clause 7 continue after the
termination or the expiry of the Agreement.
7A. LIABILITY & INDEMNITY
The ALTEL Dealer shall fully indemnify and hold ALTEL harmless against, and will reimburse
ALTEL for, all damages for which ALTEL is held liable and for all costs reasonably incurred
by ALTEL in the defense of any such claim brought against it or in any action in which it is
named as a party including, without limitation, costs for attorneys fees actually incurred

by ALTEL, investigation expenses, court costs, deposition expenses and travel and liv ing
expenses arising from:

f)

a)

any personal injury, property damage, commercial loss or environmental contamination

resulting from any act or omission of the ALTEL Dealer or its employees, ALTEL Dealer or
representatives;
b)
any failure on the part of the Distributor to comply with any requirement of any
governmental authority and/or to comply with the applicable laws;
c)
any failure of the ALTEL Dealer to comply with any requirement or condition of this
Agreement;
d)
any excess of authority or non-compliance with any instruction relating to the
performance of ALTEL Dealers responsibility as the authorised dealer of ALTEL; or
e)
any infringement of Intellectual Property Rights of ALTEL, its licensor or any third party by
the ALTEL Dealer.
The indemnification and other obligations contained herein will continue in full force and
effect subsequent to and notwithstanding the expiration or termination of this Agreement.
7B. TRADE MARKS
7B.1 The ALTEL Dealer acknowledges ALTELs exclusive ownership in the Trade Marks which
ALTEL uses in connection with the Products and agrees that the ALTEL Dealer will not
acquire any interest in any of these Trade Marks by virtue of this Agreement, the ALTEL
Dealer 's activities under it, or any relationship the ALTEL Dealer may have with ALTEL.
Save as expressly provided in this Agreement, nothing in this Agreement contains any
transfer or license to the ALTEL Dealer of any of Trade Marks or other proprietary rights.
7B.2 Use of ALTEL's name
(a) During the term of this Agreement the ALTEL Dealer may indicate to the public that the
ALTEL Dealer is an authorised dealer of the Products.
(b) The ALTEL Dealer will not use any of the Trade Marks in any advertising or literature
without ALTEL's prior written approval. Once the ALTEL Dealer obtains the written consent
of ALTEL, the ALTEL Dealer may only use those Trade Marks to promote and solicit sales of
the Products and licensing of associated software strictly in accordance with ALTEL's
instructions regarding their use. Among other things, the ALTEL Dealer will be required to
indicate explicitly that ownership of the name or mark belongs to ALTEL. At ALTEL's
written request, the ALTEL Dealer will submit to ALTEL for ALTEL's written approval
specimens or photographs of the ALTEL Dealer 's letterhead, business cards, telephone
directory listings, signs and vehicle markings and any other advertising materials or
media in which the ALTEL Dealer indicates an affiliation with ALTEL or the sale or
distribution of the Products.
(c) At the expiration or early termination of this Agreement, the ALTEL Dealer will
immediately discontinue any use of all Trade Marks, as well as any other combination of
words, designs, trademarks that would indicate that the ALTEL Dealer is an authorised
dealer of the Products.
(d) Unless the ALTEL Dealer first obtains ALTEL's written consent, the ALTEL Dealer will not
remove or alter any patent numbers, trade names, trademarks, notices, serial numbers,
label, tags or other identifying marks, symbols or legends attached to or included as a
part of any Products, documentation, or package. The ALTEL Dealer also agrees not to
remove any copyright or other proprietary notices, including those on the media or logon presentations from any product, software, user manuals or other material originating
from ALTEL or from any of ALTEL's software licensors or suppliers unless ALTEL has given the
ALTEL Dealer explicit written authorisation in advance to do so.
7C. REPRESENTATION
The ALTEL Dealer represents, warrants and undertakes the following:
a)
that it has the requisite business licence, permits and approvals from the appropriate
authorities or third party to enter into and carry out the its obligations; and
b)
that it has read this Agreement and understands and accepts the terms contained in
this Agreement as being reasonably necessary to maintain ALTELs high standards of
quality and service and the uniformity of those standards and thereby to protect and
preserve the goodwill of the Trade Marks.
8. PERSONAL DATA PROTECTION ACT 2010
(i)
Personal Data of the Customer and/or third party
a)
Subject to the ALTEL Dealers obligations under this Agreement, where the ALTEL Dealer
receives or process any personal data (as defined by Personal Data Protection Act 2010)
(PDPA) from any party on behalf of ALTEL arising from the performance of this
Agreement especially the personal data of the Customer, it shall ensure that it fully
complies with the provisions of the PDPA and only deals with the data to fulfill its
obligations under the Agreement.
b)
Without prejudice to any other ALTEL Dealers obligation to indemnify Altel under this
Agreement, ALTEL Dealer shall indemnify ALTEL for any breach of the PDPA which
renders the latter for any costs, claims or expenses.
c)
In fulfilment of its obligations under the PDPA, ALTEL Dealer shall have system in place to
ensure:
i)
full compliance with the PDPA; in particular the principles of the PDPA which deals with
the security of personal data;
ii)
the reliability of all its employees who may be involved in receiving and processing the
personal data
d)
ALTEL Dealer shall take reasonable steps to ensure that all of its partners, shareholders,
directors, employees, contractors, agents comply with this Clause where they are
receiving and processing any of personal data on behalf ALTEL during its performance
of this Agreement.
e)
ALTEL Dealer shall allow ALTEL reasonable access to such information as is necessary to
ensure that it is complying with the above provisions and the PDPA as a whole.
f)
Immediately following termination or expiry of this Agreement, ALTEL Dealer is obliged to
comply and perform the Confidentiality provisions in Clause 7.4 in respect of all personal
data in its possession or control.
(ii)
ALTEL Dealers Personal Data
ALTEL Dealer agrees and understands that by ALTEL Dealer providing its personal data in
the Application Form, the ALTEL Dealer represents that the ALTEL Dealer has given its
consent and obtained the consent of ALTEL Dealers personnel herein for ALTEL to
collect, record, hold, store, use and disclose its personal information for purposes which
are necessary or related to this Agreement by ALTEL according to the PDPA and ALTELs
Privacy Statement which is available on ALTEL website; www.altel.my.
9.
INCENTIVE SCHEME & PAYMENT INCENTIVE, RIGHT TO AUDIT AND KEY PERFORMANCE
INDICATORS (KPI)
9.1 For the purpose of this Agreement and subject to ALTELs full discretion, if ALTEL Dealer is
entitled to benefits, commissions, bonus or sales rebates on Products (Incentives) which
are sold by ALTEL Dealer in the Territory during the term of this Agreement, it shall be
stated in the schedule and/or appendices of this Agreement. Notwithstanding, ALTEL
Dealers entitlement to the Incentives is strictly subject to its performance which subject
to ALTELs review at its sole discretion. ALTEL shall have the right to amend, vary and/or
modify the Incentives details at any time at its absolute discretion.
9.2 Right to Audit and Key Performance Indicators (KPI) (if applicable)
a)
ALTEL shall have the rights to conduct an audit, at any time upon written notice to the
ALTEL Dealer, on the ALTEL Dealers existing Products, financial records inclusiv e of its
stocks and inventory for the purpose of determining and verifying the accuracy of
information on the Products provided by the ALTEL Dealer.
b)
ALTEL may from time to time set the KPI on the ALTEL Dealer and the details of the KPI
and their method of calculation shall be set out as one of the schedule and/or
appendices of this Agreement. ALTEL will measure the ALTEL Dealers achievement of
the KPIs at the conclusion of every month, or such other period of time as ALTEL may
reasonably determine (Review Period). Following ALTELs measurement of KPIs, acting
reasonably, it will communicate to the ALTEL Dealer details of how ALTEL has assessed
the ALTEL Dealers achievement of KPIs and whether ALTEL has identified opportunities
for improved performance of KPIs.
c)
ALTEL Dealer shall meet or exceed the KPIs and the ALTEL Dealer acknowledges and
agrees that the ALTEL Dealers achievement of the KPIs is an essential term of this
Agreement and the ALTEL Dealers failure to achieve the KPIs in any Review Period will
constitute a breach of this Agreement.
d)
If ALTEL is not reasonably satisfied with the results of any review of KPIs, it may at its
discretion issue a notice in writing to the ALTEL Dealer detailing failures to achieve KPIs
(KPI Notice). As soon as practicable following issue of the KPI Notice, the Parties

e)

f)

9A.
9A.1
9A.2
9A.3

10.
10.1
10.2

10.3

10.4

10.5
10.6

10.7

10.8

representatives shall meet to discuss the issues raised in the KPI Notice and to agree on
steps to be taken by the ALTEL Dealer and a time frame to remedy the issues. The ALTEL
Dealers failure to adequately remedy the issues raised within a KPI Notice within the
timeframes agreed will constitute a fundamental breach of this Agreement and will
entitle ALTEL to terminate this Agreement.
The representatives of the ALTEL Dealer shall meet at any time reasonably requested by
ALTEL, but at least once every Review Period, to discuss matters pertaining to this
Agreement and the supply of the Products.
The ALTEL Dealer must provide ALTEL with a written report for each Review Period
identifying:
(i) the performance of the ALTEL Dealer against the KPIs;
(ii) any suggested savings; and
(iii)any other matters which ALTEL may require.
WITHHOLDING OF PAYMENT AND SET-OFF
ALTEL reserves the right to withhold and/or set-off any payment due to the ALTEL Dealer
against any sum of money owed by ALTEL to the ALTEL Dealer in any way whatsoever.
Notwithstanding anything to the contrary in this Agreement, the ALTEL Dealer shall not
set-off any payment obligation to ALTEL on any basis unless otherwise agreed in writing
between the ALTEL Dealer and ALTEL.
Notwithstanding the above Clauses, in the event of any disputes or any ambiguity
relating to the matter involving incentives payable, such matters shall be resolved by
ALTEL in its absolute and unfettered discretion. ALTELs decision on the matter shall be
final and conclusiv e.
GENERAL PROVISIONS
Assignment
ALTEL Dealers rights or obligations under this Agreement cannot be assigned or
delegated without ALTELs prior written consent.
Relationship of Parties
The relationship of ALTEL Dealer and ALTEL established under this Agreement is that of
independent contractors and that of vendor and vendee. Nothing contained in this
Agreement shall be construed to create a partnership, joint venture, or agency between
ALTEL Dealer and ALTEL or to give ALTEL Dealer the authority to act as the agent, legal
representative, franchisee or employee of ALTEL for any purpose whatsoever or to
assume, create or incur any expense, liability or obligation for ALTEL. ALTEL Dealer shall
be solely responsible for all costs and expenses in connection with performance of its
obligations under this Agreement.
Limitations
In no event shall ALTEL be liable special, indirect, incidental, consequential or punitive
damages by whomever incurred (regardless of the form of action, whether in contract
or in tort, including negligence), including damages for lost profits, data, time, revenues
or the like, nor, shall ALTELs total liability for any claims or damages (regardless of the
form of action, whether in contract or in tort, including negligence) arising out of or
connected with this Agreement with respect to any particular Products, or the
manufacture, sale, delivery or use of any particular Products, exceed the purchase price
of such Products. This clause shall survive both failure of an exclusive remedy and
termination or expiration of this Agreement.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of
Malaysia. The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of
Malaysia.
Failure to Enforce
The failure of ALTEL to enforce any term, right or condition of this Agreement shall not be
construed as a waiver of such term, right or condition.
Force Majeure
Neither Party shall be liable to the other for any delay or failure to perform (other than
the obligation to pay any amounts due and payable) if that delay or failure results from
a cause beyond its reasonable control. In the event that a Partys (Affected Party)
performance is delayed, prevented, obstructed, or inhibited because of any Act of
God, fire, casualty, delay or disruption in transportation, flood, war, strife, lookout,
epidemic, destruction or shut-down of production facilities, shortage for curtailment, riot,
insurrection, governmental acts or directives, or any other cause beyond the reasonable
control of the Affected Party, the Affected Party shall give written notice to the other
Party for consideration, and thereupon the Affected Partys performance may be
excused and the time of the performance shall be extended for the period of delay or
inability to perform resulting from such occurrence. The occurrence of such an event
shall not constitute grounds for default under this Agreement.
Insurance
ALTEL Dealer must procure, maintain and affect the necessary insurance policy or
policies to cover its risk of physical loss, damage, theft and/or fire to the Products in
relation to this Agreement. ALTEL Dealer shall inform ALTEL of any complaints or claim s in
respect of any of the Products, which may result in ALTEL incurring liability and of which
ALTEL Dealer becomes aware. ALTEL Dealer shall not admit liability on behalf of ALTEL
with regards to any complaint or claim in respect of any Products without ALTELs prior
written consent. Notwithstanding the foregoing, all such risk of physical loss, damage,
theft and/or fire shall be borne by ALTEL Dealer once the Products are delivered to ALTEL
Dealer.
Variation, Amendment, Modification or Alteration
ALTEL reserves the right to make any addition, modification, variation, amendment,
future representation, promise or agreement in connection with the subject matter of
this Agreement which shall be valid upon issuing written notice of the same to ALTEL
Dealer.

10.9 Notices
a)
A notice or other communication including, but not limited to, a request, demand,
consent, approval, authority, acceptance or directions, to or by a Party under the
Agreement:
(i)
must be addressed to the address as specified below or as specified to the sender by
any Party by notice:
If to:
ALTEL COMMUNICATIONS SDN BHD
E-11-08, No. 2, Jalan PJU 1A/7A
Oasis Square, Oasis Damansara
47301 Petaling Jaya
Selangor
Tel: +603-7734 7199
Fax: +603-7831 1788
Attention: Vice President, Sales
If to:
ALTEL Dealer
In accordance to the details in this Agreement and the Application Form or to the last
known contact details.
ii)
is regarded as being given by the sender and receiv ed by the addressee:
(aa) if delivered in person, when delivered to the addressee;
(bb) if posted, three (3) business days from and including the date of postage; or
(cc) if faxed, when transmitted to the addressee, but if the delivery or receipt is on a
day which is not a business day or is after 4.00 pm (addressees time), it is regarded
as received at 9.00 am on the following business day; and
(iii)
can be relied on by the addressee and the addressee is not liable to any other person
for any consequences of that reliance if the addressee believes it to be genuine, correct
and authorized by the sender.
b)
A facsimile is regarded as legible unless the addressee telephones the sender within two
(2) hours after transmission is received or regarded as receiv ed under Clause 10.9 (ii) (cc)
herein and informs the sender that it is not legible.
c)
In this Clause 10.9, a reference to an addressee includes a reference to an addressees
officers or personnel.
10.10 Severability
The provisions of this Agreement are severable. Should any court hold any provision of
this Agreement to be unlawful, such holding shall not invalidate the entire Agreement.
Rather, the unlawful clause shall be severed from this Agreement and the remaining
provisions of this Agreement shall be enforced.
10.11 Costs
ALTEL Dealer shall bear all stamp duty, Good & Services Tax, service tax charges and any
other costs of charges imposed by law that are payable in respect of this Agreement
and its renewal thereof.
10.12 Entire Agreement
This Agreement shall inure to the benefit of and be binding upon the Parties hereto, may
include other documents referred to herein, constitute the entire agreement among the
Parties hereto and supersede all other prior agreements, understandings, negotiations
and discussions, whether oral or written, among the Parties hereto with respect to the
matters hereof and thereof.
10.13 Time
Time, wherever mentioned in this Agreement shall be of essence of this Agreement.
SCHEDULE 1*
List of Distributors
SCHEDULE 2*
Recommended Retail Price
SCHEDULE 3*
Incentives Scheme
SCHEDULE 4*
Key Performance Indicators
SCHEDULE 5*
Others
*The Schedules shall be attached together with this Agreement (if applicable), shall be read
together with this Agreement and shall be an integral part of this Agreement.