SMART RETAILER CONTRACT
The Retailer SIM assigned to the Retailer shall be serviced by a Distributor/Key Account assigned to
The Retailer, acting as a seller of SMART Load and Riders via the SMARTLoad Service, is liable for
the Retailer SIM
and will strictly abide by the guidelines and procedures on the issuance of the Retailer SIM and the
conditions of the SMARTLoad Service (this “Contract”).
Retailer acknowledges and agrees that the SMARTLoad Service was provided by SMART specifically for
the purpose of
wireless loading. SMART reserves the right to disable the SMARTLoad Service should it, in its sole
determine that Retailer violated the terms of this Contract or used the Retailer SIM for any other
than that intended in this Contract.
SMART is the legal owner of the SMARTLoad Service and the Smart Platforms and SMART reserves the
right to cancel/
terminate this Contract as it deems fit.
The Retailer has the option of using the SIM for personal use subject to the Prepaid Terms and
Conditions as found
and stated on the SMART Corporate Website https://smart.com.ph/Corporate/terms/smart-prepaid.
Company – Smart Communications, Inc.
Contract – this SMART Retailer Contract entered into by the Retailer and SMART.
Customer Data – Personal information for which SMART is a controller or processor, and/or
collected from Rider customers.
Dealer Card Account – a SMART card account issued to the Distributor/ Key Accounts where Load
Credits purchased are
Dealer SIM – a prepaid SIM with a transfer function menu that allows Distributor/ Key Accounts
to transfer Load
Credits to Retailer; and a load function menu that allows the Distributor/ Key Account to load Load
Distributor/Key Account – business entity with the expertise, and access to certain channels,
for the distribution
and pipelining of SMART’s prepaid products and services in regions, locations and channels
specified by SMART.
Inactivity – refers to the period when no Load Credits are purchased or sold by the Retailer.
Only the loading of
Load Credits (1) from the Distributor/Key Account to the Retailer and (2) from the Retailer to
counted as active transactions. All other transactions including Load Wallet balance inquiries do
not exempt the
Retailer from being classified as inactive.
Ka-Partner App – is a mobile retailer application that enables a Retailer to sell load faster
and manage their load
business through a digital sales ledger.
Ka-Partner Portal – is a digital web platform that enables a Retailer to sell load and manage
their load business
through a digital sales ledger.
Load Credits – amount that is loaded to the Dealer Card Account, Load Wallet or prepaid-phone
balance account that
may be used to purchase airtime and other services including Riders.
Load Wallet – An account to which Load Credits are loaded to enable Dealers and Sub-dealers to
load Load Credits
directly to subscribers.
Personal Wallet - Load Credits loaded in the Retailer SIM for personal consumption (call, text,
mobile data, etc.)
of the Retailer
PIN – Personal Identification Number; any multiple digit number chosen by a customer, as may
Retailer – is a person or an entity who owns a Retailer SIM and sells load and/or
SMART’s products and services
Retailer SIM – a prepaid SIM with a Load Function Menu that allow Retailer to load Load
Credits to subscribers.
Rider – refers to the Load Credits and other products other than SMART products and services
(e.g. telco and
SIM – Subscriber Identity Module; a term referring to Dealer SIM and Retailer SIM as a whole.
SMART – Smart Communications, Inc..
SMARTLoad – A service that provides Load Credits to Subscriber via the use of an electronic
device such as, but not
limited to, mobile phones, point of sales “POS” terminals and computers and any of the
Smart Platforms – electronic loading platform for the various loading channels such as the STK
retailer menu, USSD
retailer menu, keyword selling, web-based application menu, and the Ka-Partner App.
Statement of Transactions – a report generated by SMART of a list of transactions made by a
Retailer in his Load
Wallet covering a specific time period.
Sub Key Accounts – are partners managed by and directly contracted with by a Key Account
Partner of Smart
Third Party Applications – a software application, developed and/or owned by a person other
than SMART, linked or
integrated to the Smart Platforms.
2. THE SIM
The Retailer SIM issued becomes the property of the Retailer and is non- transferable. SMART may,
or terminate the use of the Retailer SIM for SMARTLoad Service for whatever reason it deems fit. In
the event of any
suspension or termination of the SIM for the SMARTLoad Service, the Retailer agrees to hold SMART
free and harmless
from any claim, damages, loss, expense, suit or liability whatsoever, arising from such suspension
SMART requires that the Retailers should register and provide the required personal information to
selling capability of the Retailer SIM. The registration should be accomplished in any of the
Please refer to the Privacy Notice for information on what, why, and how SMART processes the
SMART shall conduct business directly with its accredited Distributor and Key Account partners.
Except for concerns
covered by Sections 6, 9 and 18, all other concerns, complaints, inquiries and/or disputes from
Retailer shall be
handled by its accredited trade partners.
3. LOADING SERVICES
Retailer shall request for Load Credits for their Load Wallet from Distributor/ Key Accounts.
Load wallet of Retailers are used to top-up Load Credits to subscribers.
Distributor/Key Account shall transfer Load Credits to the Retailer/Sub-Key Accounts Load Wallet.
SMART has the right to add, modify or remove any loading services including Riders at any time
without need for
4. FEES, RATES & OTHER CHARGES
Retailer agrees to pay a Fifty Peso- dormancy charge (PHP50.00), inclusive of taxes, for 150 days
Inactivity and the
charge shall be deducted from the remaining amount available in the Retailer’s Load Wallet.
Other fees and charges, as may be applicable, shall be debited from the Retailer Load Wallet
balance. The amount of
fees and charges may be revised from time to time as SMART may deem necessary, without need for
A monthly dormancy fee in such amounts as may be fixed by SMART shall be charged to a Retailer if
there are no
transactions 30 days from the Period of Inactivity and every 30 days thereafter. The Retailer agrees
dormancy fee shall be debited from their Load Wallet Balance when the fee is due. The amount of the
dormancy fee may
be revised from time to time as SMART may deem necessary.
When the Retailer Load Wallet balance reaches Zero Pesos (PHP0.00) after successive deductions of
dormancy fee and remains at Zero Pesos (PHP0.00) for another 150 days, SMART will terminate the
The Retailer SIM will be deemed disconnected and will be reclassified as a regular subscriber SIM,
which, will be
subject to subscriber SIM Prepaid Terms and Conditions.
5. SENDING STATEMENT TRANSACTIONS
Upon Retailer request, SMART shall send a copy of the Statement of Transactions either via mail or
email. The mere
act of SMART sending the Statement of Transactions through the mode selected and to the address
indicated by the
Retailer is conclusive presumption that Retailer has received the same. SMART shall be held free and
any and all liability should the Statement of Transactions be read by a person other than the
Retailer. Neither may
Retailer thereafter raise the defense that the Retailer failed to receive the Statement of
Transactions. In all
instances, Retailer may inquire about the Statement of Transactions by contacting the SMART Customer
SMART shall charge a fixed fee of Php50, inclusive of taxes, for each billing period for a Statement
This fee may subject to change without prior notice.
6. DISPUTES ON TRANSFERS
Disputed transfer transactions shall only be credited back to Retailer’s account once
claim/dispute has been
properly processed, investigated, and proven to be in favor of the Retailer. Retailer should submit
a duly filled
out request for reversal and send the same thru mail or email to SMART.
Reversals will be made only upon proper verification and validation. The details in the SMS/Text
message after every transaction and/or the entries in the Statement of Transactions are presumed
true and correct
unless Retailer notifies SMARTLoad Hotline in writing of any disputes thereon within thirty (30)
days from the date
of transaction. If no dispute is reported within the said period, all transactions and the entries
in the Statement
of Transactions are deemed conclusively true and correct.
7. DISPUTES ON LOADS
Load transactions made by a Retailer will be considered final and will not, in any way, be reversed
by SMART should
Retailer load it to a wrong mobile phone number.
Retailer may request for cancellation/termination of the SMARTLoad Service provided Retailer has
through the SMART’s Platforms. Using the information provided, SMART shall validate the
request using standard
Otherwise, SMART shall only act on the request for cancellation /termination of SMARTLoad Service
through a written
endorsement coming from the Distributor/ Key Accounts.
8. PHONE & RETAILER SIM SECURITY
All transactions made using the Retailer SIM are conclusively presumed to be made by the Retailer
and the Retailer
shall be liable for the same.
9. LOSS OF RETAILER SIM
The security and proper care of the Retailer SIM, as well as the confidentiality of the PIN and OTP
for the Retailer
SIM, any Smart Platforms or third party applications shall be the Retailer’s sole
In case of loss of Retailer SIM by Retailer, the Retailer shall immediately inform SMART Customer
Service of such
loss within twenty-four (24) hours, via retailer hotline at *333 or 8845-7733. Cancellation of the
shall be processed only upon proper authentication of the phone call or the signature in the written
report, as the
case may be. All transactions made thru the use of the Retailer SIM prior to the cancellation shall
continue to be
the liability of the Retailer.
10. RENEWAL, REINSTATEMENT, CANCELLATION
The Retailer shall not use the Retailer SIM without the approval of SMART. SMART has the sole option
to suspend or
cancel a particular Retailer SIM. A Retailer SIM, which has been suspended by SMART, may be
reinstated by the latter
at its option.
The Retailer’s continued use of the Retailer SIM and its Load Wallet after its suspension,
termination or expiration
shall be considered a fraudulent act and may be a ground for court action.
SMART reserves the right to cancel/ suspend, temporarily or permanently, any SMARTLoad Service that
over a fixed period of time, as determined by SMART.
Should the Retailer fail to comply with the Terms & Conditions provided herein or should
Retailer die or become
insolvent, however evidenced, or should SMART make a determination that Retailer’s use of the
Retailer SIM is or may
be detrimental to SMART, its subscribers, or the public in general, the right to use the Retailer
SIM and the
SMARTLoad Service shall be terminated. Any aggregate and unpaid charges, fees, and other expenses
for which the
Retailer is liable shall immediately become due without need of demand.
12. CHANGE OF PERSONAL INFORMATION
At any time or as may be required, Retailer shall immediately update their personal information
through the SMART’s
13. CHANGE OF CORPORATE NAME
Retailer shall immediately notify SMART Customer Service via retailer hotline at *333 or 8845-7733
of any change in
name. They shall likewise attach the necessary documents, such as but not limited to SEC
certificate, as proof or
evidence of such change.
14. EXCLUSION FROM LIABILITY
SMART shall not be liable for any loss, costs, compensation, damage or liability to the Retailer or
arising directly or indirectly as a result of any or all of the following:
a.)_ Retailer is unable to perform or complete any transaction thru the use of the Smart Platform
b.) Any delay, interruption or termination of the Service whether caused by administrative error,
mechanical, electrical or electronic fault or difficulty or any other reason or circumstance beyond
(including but not limited to acts of God, strike, lightning, interference or damage by third
parties or any change
c.) Theft or unauthorized use of the Retailer SIM or any loss, costs, damages or payable to any
third party by the
d.) Any act, omission or transaction done through a third party application as covered by Section
15. LIMITATION OF LIABILITY
In the event of any action that the Retailer may file against SMART, the Retailer agrees that
shall not exceed PHP1,000.00 or the amount of damages actually suffered by the Retailer, whichever
SMART shall keep all Retailer files in strictest confidence. SMART may, however, obtain, exchange,
Retailer information to its associates, affiliates, officers, employees, authorized agents, lawyers,
Prepaid/debit/credit bureaus, or any such persons as SMART deems to the extent that it is reasonably
as required by law, rule, or regulation. Please refer to the Privacy Notice for more information on
discloses Retailers’ personal data.
17. RETAILER’S OBLIGATION
A Retailer is obligated to protect information collected from SMART Subscribers who buy Load Credits
from them in
accordance with Republic Act No. 10173 (otherwise known as the “Data Privacy Act of
2012”) and all other related
laws, rules and regulations. A Retailer is not authorized to disclose customer’s personal
information to any party
or entity for processing or other purposes.
17.1 Retailer shall secure the safety, integrity and confidentiality of SMART and Rider-product
(collectively, “CUSTOMER DATA”).
17.2 Retailer shall not engage another entity or person to process CUSTOMER DATA without prior
SMART. The Retailer shall ensure that in any such allowed further processing arrangement, CUSTOMER
DATA are fully
protected and secured and that obligations for data protection under this Agreement and the
applicable law are
17.3 Retailer shall make available to SMART all information necessary to demonstrate compliance with
laid down in the Data Privacy Act, and allow for and contribute to audits, including inspections,
conducted by SMART
or another auditor mandated by the latter.
17.4 Retailer shall fully assist SMART to fulfill SMART’s obligation to respond to the
exercise of data subject
rights of customers.
17.5 Retailer shall, at the choice of SMART, delete or return to SMART all CUSTOMER DATA at the
expiration of this Agreement and delete existing copies thereof unless storage is authorized by the
Act or any other
17.6 Retailer shall make available to SMART all information necessary to demonstrate compliance with
laid down in the Data Privacy Act of 2012, and allow for and contribute to audits, including
by SMART or another auditor mandated by the latter.
17.7 Retailer shall immediately and not later than 24 hours from discovery notify SMART of any
breach of security
leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or
access to CUSTOMER
DATA. Retailer shall further help SMART with the investigation.
18. THIRD PARTY APPLICATIONS
Retailer acknowledges that the use of any Third Party Applications is done strictly at the
Retailer’s own risk.
SMART will not be held liable for any losses or damages suffered by Retailer due to the use of the
The Retailer agrees to indemnify and hold SMART free and harmless from any liability, suit, or
damage arising from
or connected with the Retailer's use of the Third Party Applications.
19. FRAUDULENT AND UNAUTHORIZED USE
If the Retailer or any other person, at the sole discretion of the Company, is found to use the
Service for any
fraudulent purpose or illegal activity, or is found to use abusive and/or indecent language to other
partners, Subscribers or Company staff, the Company reserves the right to immediately disconnect the
prior notice and/or refuse to reconnect the Service. The Company also reserves the right to file the
legal action against the erring Retailer or person concerned, and to charge the appropriate
pre-termination fee, if
any. The Retailer’s right to use the Service is personal to the Retailer.
The Retailer shall not engage in the following Unauthorized Activities:
a.) Resale or any other commercial use of the Service without the prior express written consent of
b.) Utilization of the Service in bypassing or in activity/ies that tend to bypass the SMART
network, billing and/or
c.) Use of the Service in prohibited activities like callback, dialback, unauthorized audiotext,
national simple resale (ISR/NSR) and other similar services; or
d.) Tampering, altering, modification, or unauthorized programming of the SIM Card or its digital
The Retailer shall likewise be liable to the Company for any and all compensation fee on account of
any of the above
Unauthorized Activities and unauthorized commercial use of the Service. The compensation fee is
payable, without any
limitation, from the time the Unauthorized Activity occurred until the actual cessation thereof. A
equivalent to one hundred fifty percent (150%) of the computed revenue losses shall likewise be
charged against the
Retailer if proven accountable for such Unauthorized Activity. For this purpose, the Company shall
have the right to
full access to the relevant books and all other records of the Retailer in order to ascertain the
volume of traffic
and total amount of compensation fee payable. In the absence of said record, the Company shall have
in the determination of the bypass compensation. In addition to the Unauthorized Activities referred
to above, the
Retailer undertakes not to use the Service for any activity that is contrary to morals and public
policy or which
violates any ordinance, law, decree, order, regulation or treaty ("Illegal Activities"). The
Retailer agrees to
indemnify and hold the Company free and harmless from any liability, suit, or damage arising from or
the Retailer's Unauthorized Activities and/or Illegal Activities. The Retailer further authorizes
the Company to
supply any and all information requested by any law enforcement or government agency/ies, or other
the latter within the limits provided or by law, relative to the Retailer's subscription to the
Retailer hereby irrevocably and unconditionally waives any and all its relevant remedies under the
but not limited, to the right to claim damages.
20. CORPORATE GOVERNANCE
To the extent applicable to the implementation of this Contract, each party shall comply with its
business rules and Corporate Governance policies and shall address or resolve violation(s) thereof
with its own internal business rules and Corporate Governance policies.
21. VENUE OF LITIGATION
Venue of all suits shall be at Makati City.
22. NON-WAIVER OF RIGHTS
Failure, omission, or delay on the part of SMART to exercise its right or remedies under these Terms
shall not operate as a waiver.
23. SEPARABILITY CLAUSE
Should any term or condition in these Terms and Conditions be rendered void, illegal or
unenforceable in any respect
under any law, the validity, legality and enforceability of the remaining terms and conditions shall
not be affected
or impaired thereby.
SMART may at any time and for whatever reason it may deem proper, amend, revise or modify these
Conditions. Any such amendment shall bind the Retailer upon notice thereof by any means unless the
thereto by manifesting his intention to terminate the SMARTLoad Service in writing and surrendering
the SIM within
fifteen (15) days from notice of amendment. Failure to notify SMART of Retailer’s intention to
SMARTLoad Service shall be construed as acceptance by the Retailer of the amendments to these Terms
The Retailer agrees to be bound by this Contract governing the issuance and use of the Retailer SIM
and the use of
SMARTLoad Service upon activating and loading. The provisions in this Contract shall be applicable
only in those
instances where the SMARTLoad Service has been availed of by the Retailer. Should the Retailer
disagree with this
Contract, the Retailer shall call or provide a written notice of cancellation to SMART Customer
the Retailer shall continue to be liable for all charges incurred through the use of the Retailer
SIM and the