Authorised Dealer Appointment Terms & Conditions

  1. DEFINITIONS
    Agreement This agreement between the Dealer and XOX Mobile, including the schedules and appendices (if any) and any modifications, amendments or additions thereto as informed by the Company to Dealer from time to time.
    XOX Mobile Company XOX Mobile Sdn Bhd (Company No.813250-K)
    XOX Com XOX Com Sdn Bhd (Company No.709922-X), the holding company of XOX Mobile for the time being.
    XOX Group XOX Com and/or XOX Mobile as a group of companies.
    Dealer The name of the Applicant in the Dealer Application Form.
    Outlet The retail outlet(s) established by the Dealer.
    Application The Dealer Application Form signed by the Dealer.
    Appointment The Application in which XOX senior management has approved to allow the Dealer to be XOX’s authorized dealer to market and sell XOX Products.
    Products XOX Group’s products and services.
    Subscriber Any individual who purchase and/or subscribe to XOX Products.
    ASD An Area Sales Distributor that is appointed by XOX Group to be the authorized distributor.
    MCMC The Malaysian Communications and Multimedia Commission.
    DREG Dealer Online Registration Number for Dealer to register and activate subscribers.
    POSM Point-of-sale materials which include signboard, signages, buntings, posters, leaflets, light-box and the like.
    SDMS The Sales and Distributor Management System software
  2. Appointment of Dealer
    1. The Company hereby appoints the Dealer to be an authorized dealer to offer, market, promote, distribute and sell the Products to consumers and the Dealer hereby accepts the appointment, subject to the terms and conditions of this Agreement.
    2. This appointment shall not be transferable and not exclusive. The Company reserves its rights to appoint more than one dealer at any time and from time to time, without reference to the Dealer.
    3. This Agreement shall commence on the date of the Dealer Appointment letter, signed by an officer of the Company for a period of 12 months only, unless it has been terminated earlier by the Company. After the expiry of this Agreement, the Company shall continue to re-appoint the Dealer on a month to month basis, until informed in writing (either by email, fax or mail) by the Company.
    4. Nothing in the Agreement shall constitute or be deemed to constitute a partnership between the parties and the Dealer shall have no authority or power to bind the Company or to contract in the name of and create a liability against the Company in any way or for any purpose.
    5. The Dealer cannot assign any rights in this Agreement. However, the Company reserves the right to assign this entire Agreement to any of its associated companies, or sell, transfer or assign to a financial institution or companies.
  3. Dealer’s Obligations
    1. The Dealer shall:
      1. Promote and sell the Products to consumers in accordance to the pricing structure, guidelines and instructions provided by the Company.
      2. Strictly prohibited from selling or distributing the Products to any consumers outside the Dealer’s Outlet or to any other dealers.
      3. Not to appoint any other parties to resell the Products to any consumers as such appointment shall only be made by the Company.
      4. Not to make any representations, warranties or guarantees with respect to the Products, except as expressly authorized by the Company or as contained in terms and conditions of sale.
      5. In all correspondences, documents, name cards and other signage at the Dealer’s Outlet, describe themselves as XOX Authorised Dealer only.
      6. Maintain and support the Subscribers on matters pertaining to the Products, teach Subscribers on how to use the Products in accordance with the procedures or guidelines as stipulated.
      7. Carry out such POSM and promotional activities at the Dealer’s Outlet as directed by the Company from time to time.
      8. Be responsible to help Subscribers to top-up XOX recharge vouchers accurately and fully indemnify the Company against all liabilities or losses whatsoever arising and to comply to all the guidelines and instructions issued by the Company from time to time on all types of reloads.
      9. Order the Products direct from the assigned ASD only, unless otherwise as directed by the Company in writing. All orders are subject to availability of the Products and the assigned ASD reserves the right to reject any orders at its sole discretion. If there is a shortage of supply, the assigned ASD shall not be obliged to honour the order in full and may reduce the quantity ordered.
      10. If the Company receives complaints from Subscribers that the Dealer does not keep sufficient Products at any time, the Company reserves the rights to reprimand Dealer.
      11. Not to change the physical packaging, product pricing or create own combo pricing of the Products and sell to consumers.
      12. Not to keep the Products for a long time where such Products have exceed its expiry dates, especially the recharge vouchers.
      13. Strictly adhere to all rules and regulations imposed by the relevant governmental and local authorities in the process of registration and activations of subscribers, in particular, to comply with the rules and regulations as set by MCMC.
      14. Shall not register any of the Company’s MSISDN numbers not sold to the Dealer. If that happens, the Dealer is deemed to have commitment fraud and crime where the Company reserves its right to terminate this Agreement and/or report such incidence to the police.
      15. Ensure that none of your shareholders, directors, partners and/or employees are persons connected (as defined in Companies Act 1965) to the directors and/or senior executvies of the Company, unless written consent is given.
    2. The Dealer’s Outlet shall:
      1. Showcase and sell the Products at the Recommended Retail Price (RRP) as directed by the Company
      2. Prominently display a minimum of 50 starter packs at any one time.
      3. Display and exhibit all POSM supplied.
    3. Dealer’s Obligation on Mobile Number Portability
      MNP is a service provided by all Mobile Service Provider (“MSP”) to allow customers to port from one MSP to another MSP using the same existing Mobile Number.
      1. Mobile Numbers as requested for porting by Subscriber must be in the range of Mobile Numbers as approved by MCMC from time to time.
      2. A Prepaid and/or Postpaid Subscriber who wants to port need to submit a port-in request to the Company and the MNP process is subjected to the Company’s terms and conditions for new registration of subscribers and existing geographic numbering requirements.
      3. Only active Mobile Numbers are eligible for porting. Mobile Numbers which have been suspended, terminated, blacklisted, on the defaulter’s database, being barred or have a contract of no-porting shall not eligible for the porting.
      4. A Subscriber shall only be allowed to port out to another telco provider if he complies with the XOX registration process (DREG), failing which it is deemed that the Dealer has committed an illegal and fraudulent act of porting.
      5. The Dealer shall indemnify the Company for any loss, costs, expenses or liability in contract or tort or otherwise to the Subscriber or any person claiming through the Subscriber in relation to the MNP, irrespective of port-in or port-out, for any reasons whatsoever.
  4. Payment of Incentives
    1. Incentives are calculated by the Company. The payment of incentives are subjected to Dealer strictly observing the terms and conditions of payment. In the event that the Dealer does not comply with the terms and conditions of payment, the Company reserves the right to suspend, withhold and/or forfeit any or all of the Incentives.
    2. The Company reserves the right to amend all types of incentives and its calculations at any time and from time to time. The Company will informed the Dealer (either by email, fax, sms or letter, by written circular) the effective date for amendments of incentives.
    3. If the Dealer shall have any disputes on incentives calculations and payment, he shall informed the Company in writing within seven (7) working days from the receipt of the incentives, failing which the incentives payment shall be deemed correct and accepted by the Dealer in good faith.
    4. Terms and Conditions of Incentive Payments
    5. Dealer fully understands that the Company will not pay Incentives to the Dealer under the following circumstances, where there is an element of fraud, cheating, mis-representation, illegal activities and not complying with MCMC rules and regulations:
      1. Registering more than 10 MSISDN lines per subscriber, against the rules and regulations by MCMC.
      2. Registration of fictitious subscribers, i.e. the person may be dead, missing, migrated, name does not match with identity card/passport number.
      3. Registration of subscribers where more than 10 persons are sharing the same address.
      4. Registration of subscribers where there are no such addresses as indicated by the National Post Office or registered with a post-box number only.
      5. Registration of subscribers where the subscribers are not using XOX MSISDN line at all, i.e. have not even making any calls within the 1st month of registration.
      6. Registration of subscribers where the subscribers only use for one time, without repeated top-up in the following months.
      7. Mass pre-registration of subscribers with sequential MSISDN numbering where there are no activations or no subscribers using the XOX MSISDN lines.
      8. Failed to take instructions from the Company not to intentionally registering foreign subscribers which the Company wants to avoid from time to time.
      9. Mass port-in and/or port-out of subscribers without valid reasons, in particular with sequencing MSISDN numbering.
      10. If the Dealer has not been active registering subscribers for the past 6 months.
    6. Dealer unconditionally agree and accept as full settlement that the Company will pay all types of Incentives, Sponsorship, rewards and/or reimbursement expenses to the Dealer either by
      1. Direct telegraphic bank transfers to Dealer’s bank account,
      2. Cheques given to Dealer for banking in,
      3. Direct e-recharge to Dealer DREG account,
      4. Direct e-wallet credit to Dealer DREG account,
      5. Contra of accounts for Dealer’s debts owing to the Company,
      6. Free starter packs as payment, and/or
      7. A combination of the above.
  5. Limitation of Liability
    1. Limitation of LiabilityThe Company shall not be liable for any indirect, special, consequential, or incidental damages, however caused, including, without limitation to any damages arising out of the use or operation of the Products, delays in delivery or repair, loss of use of the Products, damage, lost or stolen Products of the Dealer.
  6. Rights to Audit / Performance Review
    1. Rights to Audit / Performance ReviewThe Company and/or MCMC shall have the absolute rights to conduct field inspections at the Dealer’s Outlet, at any time and from time to time without written notice to XOX Dealer. The inspection will cover areas on the Dealer’s existing Products, compliance with the Company’s policies, procedures and system, verifying the accuracy of information on the Products provided by the Dealer.
  7. Termination of XOX Dealership
    1. You, the Dealer agrees that if you have carry out the following activities and/or have violated the policies, rules and regulations of the Company and/or MCMC, the Company reserves the right at its sole and absolute discretion to suspend and/or terminate this Agreement, without any recourse, damages or compensation, if:
      1. You are in breach of any terms and conditions of this Agreement.
      2. Your company or business entity have been wound-up, ceased business, no more registered with the relevant government authorities, bankruptcy of the directors or partners or have shifted premises.
      3. You have carried out activities where there is an element of fraud, cheating, mis-representation, illegal activities and not complying with MCMC rules and regulations.
      4. You have mis-use the DREG lines assigned to you where you help to register other dealers’ subscribers and/or you allow other dealers to use your DREG lines to register their subscribers.
      5. You have intentionally and fraudulently register XOX MSISDN mobile numbers that have not been provision by the Company, provisioned but have not been sold by the Company and/or sold by the Company but to other dealers and not yourself.
      6. You have intentionally and fraudulently make replacement sim cards for XOX MSISDN mobile numbers that you know they do not belong to the registered subscribers, resulting in the registered subscribers losing their MSISDN mobile numbers.
      7. You have not co-operate with the Company in putting up the required POSM and Products for display at your Outlet at all times.
      8. You have manipulated the information in the SDMS or has corrupted the information as stored in the SDMS.
      9. You have been selling the Products from other ASDs not assigned to you.
    2. Notwithstanding the above, the Company may terminate this Agreement, without any liability and assigning any reasons whatsoever, by giving you thirty (30) days prior written notice, if you have violated any fundamental breaches in the Agreement. 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 provisions and is without prejudice to any rights, liabilities or obligations of any party which have accrued up to date of termination or expiry including the right of indemnity.
    3. The issuance of a suspension notice shall not in any way prejudice or prevent the Company from exercising its right issue a termination notice, notwithstanding the above clause.
  8. Amendments or Variation
    1. Amendments or VariationThe Company reserves the right to review, amend, add or vary any of the terms and conditions of this Agreement from time to time as we deem fit without assigning any reasons whatsoever as a result of changing industry, economic, commercial and legal requirements. Such changes, if any, will inform the Dealer either by email and/or posted onto our XOX Website at www.xox.com.my
  9. Law Applicable
    1. Law Applicable This Agreement shall be governed by and construed in accordance with the laws of Malaysia. Both parties agree to submit to the exclusive jurisdiction of the Malaysia courts located either in Kuala Lumpur, Petaling Jaya or the Klang Valley. The Company and the Dealer agrees that irrespective of the place of business of either parties, all litigations shall be settled in the Courts of Kuala Lumpur, Petaling Jaya and/or Shah Alam only.
  10. General
    1. Notices under this Agreement must be sent either by electronic mail, fax or post to the appropriate party as stated below. For these purposes, the sender’s notification of receipt by the addressee shall be conclusive evidence of receipt to:
      XOX Mobile Sdn Bhd
      31-3, Block C, Jaya One, 72A, Jalan Universiti,
      42600 Petaling Jaya, Selangor
      Attn : Tan Tai Liang
      tltan@xox.com.my Tel: 03-79551388 Fax : 03-79551288
    2. This Agreement represents the entire agreement between the parties regarding subject matter and supersedes any terms and conditions contained on printed forms submitted with purchase orders, sales invoices or acknowledgements. It also supersedes all previous oral or written communications between the parties regarding the subject. This Agreement may not be modified or waived except in writing and signed by an authorized representative of the Company.
    3. The Company has make efforts to interpret this Agreement in the native language of the Dealer and the Dealer agrees that he understood all such translations and interpretations.