VoIP Agreement - Pakistan Communication Co. Ltd and M/s Fusion Telecommunications International Inc.
PAKISTAN 100 RS.
[GRAPHIC OMITTED]
No: - PSP/TECH-069/VoIP/Fusion
AGREEMENT
BETWEEN
PAKISTAN TELECOMMUNICATION COMPANY LIMITED
AND
M/s FUSION TELECOMMUNICATIONS INTERNATIONAL, INC
FOR
THE TERMINATION OF
ADDITIONAL INTERNATIONAL INCOMING VOICE TRAFFIC
FROM USA & EUROPE
TO PAKISTAN THROUGH VOICE OVER INTERNET PROTOCOL
(VoIP)
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TABLE OF CONTENTS
1. DEFINITIONS 3
2. THE AGREEMENT DOCUMENTS 5
3. ENTIRE AGREEMENT 5
4. DURATION OF AGREEMENT 5
5. SERVICE COMMENCEMENT DATE 5
6. OBLIGATION OF THE CONTRACTOR 5
7. APPROVAL OF EQUIPMENT 7
8. ACCESS TO THE VoIP PLATFORM 7
9. TECHNICAL ARRANGEMENTS WITH PTCL NETWORK 7
10. REPORTING OBLIGATIONS OF CONTRACTOR 7
11. BILLING & PAYMENT 8
12. CHARGES AND DEPOSITS 9
13. PROGRAMME OF COMMITMENTS (MILESTONE) 10
14. CURRENCY OF PAYMENT 10
15. SUBCONTRACTORS 10
16. REVIEW 10
17. FORCE MAJEURE 11
18. TERNS NATION 12
19. OBLIGATION AT TERMINATION 14
20. CONTRACTOR TO COMPLY WITH APPLICABLE LAW 14
21. FAIRNESS AND GOOD FAITH 14
22. SETTLEMENT OF DISPUTES & ARBITRATION 15
23. CONFIDENTIALITY 1S
24. INDEMNITIES 16
25. AFFIRMATION 16
26. APPLICABLE LAWS 16
27. RULES OF CONSTRUCTION 16
28. NOTICES 17
29 ADDITIONAL 17
SCHEDULES
Schedule - I IP Telephony Solutions Analysis 20
Schedule - II Platform Connectivity Topology Diagram 24
Schedule - III Accounting and Method of Settlement 25
Schedule - IV List of Incumbent Carriers in USA & Europe 26
Schedule - V Programme of Commitments (Milestone) 27
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AGREEMENT
This Agreement is made in duplicate and is executed at Islamabad on this 1st Day
of September 2004.
Between
Pakistan Telecommunication Company Ltd., a public limited company incorporated
under the Companies Ordinance 1984, with its registered office at PTCL
headquarters, G-8/4, Islamabad (hereinafter referred to as "PTCL" which
expression shall, where the context so permits, be deemed to mean and include
its successors-in-interest and assigns), through its duly authorised
representative, OF THE ONE PART
And
M/s Fusion Telecommunications International, Inc., a Delaware USA corporation
with its registered office at 420 Lexington Avenue, Suite 518, New York, New
York 10170,USA (hereinafter referred to as the "Contractor" which expression
shall, where the context so permits, be deemed to mean and include its
successor-in-interest and assigns), through its duly authorised representative,
OF THE OTHER PART
WHEREAS PTCL is a Telecommunication carrier duly authorised to provide
telecommunication services in Pakistan under the license granted by PTA and
Pakistan Telecommunication (Re-Organization Act, 1996 and PTCL is not barred
from executing and performing this Agreement under the license.;
AND WHEREAS PTCL proposed on non-exclusive basis to arrange for the termination
of additional incoming international Traffic, focusing on channellising illegal
traffic, from non-Incumbent Carriers through Voice over IP (VoIP) from USA &
Europe into Pakistan;
WHEREAS the contractor, in pursuance of an Agreement No PSP/TECH-069VoIP/Fusion
dated May 20, 2002 signed with PTCL, procured and install entirely at its own
cost and expense for and or behalf of PTCL appropriate equipment and facilities
as per specifications mentioned in respective Clauses of that Agreement at
premises and at points controlled by PTCL to terminate the VoIP traffic in
Pakistan through VoIP gateway at Rawalpindi to be connected with PTCL's
respective gateway/DTE exchange from the USA & Europe.
AND WHEREAS the Contractor has agreed with PTCL that the VoIP Platform installed
at Rawalpindi by the Contractor shall be owned and operated by PTCL;
AND WHEREAS, the said Agreement has expired and both the parties are willing to
extend the Agreement on the term and conditions hereinafter mentioned;
NOW THEREFORE in consideration of the mutual covenants hereinafter set out and
for good and valuable consideration, the adequacy of which is hereby
acknowledged, the Parties have agreed as under:
1. DEFINITIONS
Unless the context otherwise requires, the following terms, wherever used
in this Agreement, shall have the following meanings:
(a) "Act" means the Pakistan Telecommunication (Re-organisation) Act,
1996 (Act No. XVII of 1996).
(b) "Applicable Law" means the law of Pakistan including any instruments
having the force of law in Pakistan;
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(c) "Agreement" means this Agreement between PTCL and the Contractor
along with the other documents forming part of this Agreement as
described in Clause 2 hereof;
(d) "Telephone Service" means "telephone service" as defined in the Act;
(e) "VoIP" or "Voice over IP" means the transmission of voice sent over
the packet switched data communication protocol set of TCP/IP;
(f) "Customer" means a person in the USA and/or Europe who makes a call
or fax to Pakistan and such call or fax is routed through the VoIP
Platform in accordance with this Agreement;
(g) "License" means the license issued by PTA to PTCL and any amendments
thereto;
(h) "Party" means PTCL, or the Contractor, as the case may be, and
"Parties" means both of them;
(i) "VoIP Platform" means the equipment, hardware/ software installed at
PTCL premises at Rawalpindi and connected at the level of
gateway/DTE exchange by the Contractor for and on behalf of PTCL to
enable international incoming calls to be terminated on any fixed
line or mobile subscribers, through PTCL Network, anywhere in
Pakistan (using VoIP technology);
(j) "US Settlement Rate" means 50% of Total Accounting Rate (TAR), in US
cents per minute, agreed between Incumbent Carriers and PTCL for
termination of international traffic in Pakistan;
(k) "PTA" means the Pakistan Telecommunication Authority established
under the Act;
(l) "Services" means the work to be performed by and the services to be
undertaken by the Contractor pursuant to this Agreement;
(m) "Effective Date" means the date of signing of both the parties.
(n) "Legal Traffic" means total incoming international voice/fax traffic
passing through PTCL's or any other LDIs Licensed Operator's
international gateway exchanges and terminated on any type of
telephone subscribers through PTCL or any other LDIs Licensed
Operator's network of gateway and local exchanges;
(o) "Illegal Traffic" means international incoming voice/fax traffic
using VoIP or any other technology terminating on any type of
telephony network, bypassing PTCL's or any other LDIs Licensed
Operator's international gateway exchanges through various means
including leaky PABX (excluding VoIP traffic under this Agreement)
and/or any other bypass mechanism using VoIP or any other
technology;
(p) "Day" means a Day on which banks are open for business in USA and/or
Pakistan, as may be relevant. This definition relates only to
payment obligations under this Agreement.
(q) "Terminated Minutes," means the total incoming international
voice/fax traffic terminated at PTCL's gateway exchange at
Rawalpindi routed through the VoIP Platform. For avoidance of doubt,
Terminated Minutes shall not include incoming international
voice/fax traffic, the duration of which is less than 6 (six)
seconds;
(r) "TAR" means Total Accounting Rate
(s) "Incumbent Carriers" means such foreign carriers of USA & Europe
with whom PTCL has bilateral agreements or arrangements for direct
international traffic as listed in Schedule IV;
(t) "Designated Account" means the bank account to be notified by PTCL
to the Contractor on or before the Service Commencement Date or from
time to time thereafter, in which the Contractor shall make
payments.
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(u) "Statement of Qualification (SoQ)": means the statement in the
format specified in the Proposal Form comprising benchmarks and
requirements for eligibility of the party to enter into an agreement
with PTCL for termination of additional incoming international
traffic through VoIP.
(v) "USA" shall mean and include the United States of America and all
other countries bearing Country Code,"+1"
(w) "CDR" shall mean Call Data Record.
(x) "IPLC" shall mean International Private Leased Circuit.
Other terms not defined in this Section will have the same meaning as
defined in the Act and, if not defined in the Act, as generally understood
in the telecommunication industry.
2. THE AGREEMENT DOCUMENTS
The following documents form an integral and substantive part of this
Agreement and, in the event of any inconsistencies between them; the order
of precedence shall (unless expressly stated to the contrary) be as
follows:
(a) Preamble and Recitals to this Agreement;
(b) Main body of this Agreement; and
(c) Schedules to this Agreement.
(d) Statement of Qualification
(e) Minutes of Meeting dated September 20, 2004
(f) Proposal of Contract
(g) Correspondence between PTCL & Contractor
3. ENTIRE AGREEMENT
This Agreement and the Agreement Documents aforementioned constitute the
entire agreement with respect to the subject matter hereof and hereby
cancels and supersedes any and/ or all previous or contemporaneous
agreements, representations or understandings, whether oral or written
between the Parties pertaining to the subject matter hereof. This
Agreement shall not be modified or amended except by an agreement in
writing signed by the Parties.
4. DURATION OF AGREEMENT
This Agreement shall come into effect on the Effective Date for the period
of one (1) year and same is renewable with mutual consent on the terms and
conditions agreed between the parties.
5. SERVICE COMMENCEMENT
The Contractor undertakes and agrees that the VoIP Platform shall be fully
functional so as to enable Customers to make international calls to
Pakistan using VoIP technology through the VoIP Platform in the manner and
on the terms contemplated by this Agreement.
6. OBLIGATIONS OF THE CONTRACTOR
6.1 The Services
(a) In case of upgradation/modification of the VoIP Platform the
Contractor agrees to procure, install, test and commission at
entirely its own cost and expense the equipment approved by
PTCL in the VoIP Platform Rawalpindi in PTCL premises as may
be mutually agreed by the Parties in writing. After testing
and commissioning in to service the additional equipment,
shall also be handed over to PTCL at no cost. For avoidance of
doubt it is clarified that after the equipment is handed over
to PTCL, the Contractor shall not under any circumstances or
for any reason claim return of the equipment, its cost,
damages etc, if the Agreement expires or is earlier terminated
under the terms hereof.
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7. APPROVAL OF EQUIPMENT
In case of upgradation/modification of the VoIP Platform PTCL will not
unreasonably delay processing of a request for approval of the equipment
to be used in the VoIP Platform from the Contractor. PTCL shall not
unreasonably withhold approval of such equipment for use in the Services
and will inform the Contractor of the reasons for not approving any such
equipment. Any approval provided by PTCL shall not in any way impact on or
derogate from the obligation on the Contractor to obtain all approvals
required under the laws of Pakistan in respect of the such equipment and
the installation there of including any Type Approvals required from the
PTA. The Contractor shall submit to PTCL details of the equipment to be
used in the VoIP Platform within 7 (seven) Days of the Effective Date.
PTCL shall within 7 (seven) Days thereafter approve such equipment or
suggest changes therein. In the event PTCL does not communicate its
decision as aforesaid, the details of such equipment submitted by the
Contractor shall be deemed acceptable.
8. ACCESS TO THE VOIP PLATFORM
The number of circuits to be provided by PTCL will be based on the size of
the VoIP Platform and the traffic analysis and will be mutually agreed
between PTCL and the Contractor. PTCL will provide the Contractor access
to the VoIP Platform within 60 (sixty) Days of the request received under
the Agreement.
9. TECHNICAL ARRANGEMENTS WITH PTCL NETWORK
9.1 PTCL will provide the VoIP Platform, an interconnection at the E1
level on the Rawalpindi gateway exchange/DTE as shown
diagrammatically in Schedule-II. No special routing requests from
the Contractor will be entertained by PTCL.
9.2 PTCL and the Contractor will mutually agree to prepare demand
analysis for the projected traffic and the consequent sizing of the
connectivity requirements of the Contractor for the VoIP Platform in
Rawalpindi. This exercise will be conducted at least once a year but
may be conducted earlier or more frequently on mutual agreement.
PTCL will fully cooperate with the Contractor in finalizing the
connectivity requirement schedule and will not unreasonably delay
such an arrangement.
9.3 PTCL will co-operate with the Contractor and will furnish the
Contractor with all relevant information and data concerning PTCL,
which PTCL and the Contractor mutually agree as appropriate for
determining the compatibility of interfacing its equipment with the
PTCL network.
10. REPORTING OBLIGATIONS OF CONTRACTOR
10.1 The Contractor shall submit to PTCL CDRs generated in a platform
installed in USA and Europe on a fortnightly basis alongwith the
details particularly elaborating the total number of CDRs and total
number of minutes terminated. CDRs for the fast fortnight of a given
month shall be submitted on or before the 21st of such month, and
the CDRs for the second fortnight in the given month shall be
submitted on or before the 7th of the following month. CDRs
submitted as aforesaid will include number of calls and recorded
Terminated Minutes on a per originating and destination basis, and
shall be in the following format:
--------------------------------------------------------------------------------
Date A-Tel* B-Tel Start Time End Time End Date Duration
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
* Note: Country Code will be a part of A-Tel.
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10.2 Notwithstanding the foregoing, the Contractor shall be under
obligation to provide the CDRs and other details relating to the
CDRs for the such period as and when it is required by PTCL for the
reconciliation purposes in accordance with the above-mentioned
format.
11. BILLING & PAYMENT
The Contractor shall:
i. Keep accurate and systematic accounts and records in respect of
revenues generated from sale of VoIP service to Customers in
accordance with internationally accepted accounting principles. For
avoidance of doubt it is clarified that CDRs will be generated on
per second basis, however, will be charged on the basis of
cumulative minutes. (e.g. if the total number of cumulative seconds
in a billing period is 106,800,261, then the total number of minutes
to be billed at the Termination Rate will be 1,780,004 minutes).
ii(a) Submit CDRs generated in a platform installed in USA/Europe to PTCL
under Clause 10 above. Such CDRs will be compared with records
created in the PTCL gateway/DTE exchanges. PTCL will generate bills
based on figures at PTCL gateway exchanges. However, the CDRs
supplied by the Contractor must be in a formal readable by PTCL
billing centers. Subject to provisions of sub clause (b) below, in
case of any variation between the Contractor's CDRs and the figures
generated through CDRs of PTCL gateway exchanges/DTE/VoIP Platform,
the PTCL CDRs figures shall (subject to paragraphs (b) and (c)
below) be considered as final and conclusive for the purpose of
billing under this "Agreement". Amount so determined and billed
shall be binding on the Contractor.
(b) In case of any discrepancy in CDR's reconciliation (where PTCL CDR
shows more minutes terminated than the Contractor's CDR) up to 0.75%
or less of the relevant CDR, the Contractor shall not make the same
a basis for dispute and shall pay the same. However, the contractor
will be given due opportunity to highlight any discrepancy in PTCL's
CDR for correction and if, such discrepancy is accepted by the PTCL
the contractor shall be entitled for the credit. In case, the
discrepancy exceeds the afore said figure of 0.75%, the Contractor
shall pay the undisputed amount and the parties will resort to
mutual negotiations, reconciliation and settlement for the disputed
amount.
(c) If the settlement is not arrived at amicably within four weeks, the
dispute may be resolved through the dispute resolution mechanisms
provided in this agreement or as may otherwise be agreed between the
parties.
iii. be billed fortnightly for the number of minutes multiplied by the
agreed rate which is US$ 0.1458 (US cents fourteen point fifty
eight) per minute at present. The bill will be e-mailed and faxed to
the Contractor or its designated agent, which shall be the valid
document for the purpose of payments. However, for the purposes of
record and fulfillment of other contractual requirements, the hard
copies of such invoices shall later on be provided to the contractor
by the PTCL.
iv. solely be responsible for the payment within seven days of the
confirmed issuance/transmission of the invoice through e-mail and
fax. The date and time for the payment shall be calculated from the
date of issuance/transmission of such invoices. For avoidance of any
doubt it is hereby clarified that only the date of credit of payment
into the "Designated Account" shall be considered as payment receipt
date.
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v. solely be responsible for the temporary termination of service for
the nonpayment of invoices by the due date. However, such temporary
termination shall lead to termination of the Agreement in accordance
with Schedule-III of the Agreement.
12. CHARGES AND DEPOSITS
12.1 Bank Guarantee for Billing
12.1.1 The Contractor shall within 15 (fifteen) days of the
Effective Date of the "Agreement" provide Unconditional and
irrevocable Bank guarantee in the format as provided by PTCL
to secure amounts due from the Contractor under this
Agreement in respect of calls terminating through use of the
VoIP Platform. The Bank guarantee shall be based on the
PTCL's billing estimate for 30 (Thirty) Days following the
effective Date and the minimum amount of the Bank guarantee
shall be based on 7 (Seven) million Terminated Minutes per
month per site. In case the Terminated Minutes per month
increase above 7 (seven) million. the bank guarantee shall
be increased PRO RATA. The bank guarantee will be revised in
accordance with the procedure laid down in clause-12 of the
"Agreement" and the amount of bank guarantee shall be
maintained by the contractor until the termination of the
"Agreement" and thereafter till the full and final
settlement of its amounts due to PTCL. In the event there
are no amounts due to PTCL from the Contractor, the balance
of the bank guarantee shall be refunded. No interest, profit
or other return shall accrue on the bank guarantee to the
Contractor. Whenever traffic exceeds seven million minutes
in a calendar month, PTCL will issue the notice to the
contactor for enhancing the bank guarantee amount, and the
Contractor shall within 7 (seven) Days revise the bank
guarantee. In case Contractor fails to revise the bank
guarantee, PTCL may at its sole discretion and without prior
notice to the Contractor terminate this Agreement without
prejudice to any other interest or claim that may have
accrued in favour of PTCL or to which PTCL may in the future
be entitled to under this Agreement.
12.2 The Contractor shall make all due payments under this Agreement (as
per relevant Clauses/Schedules) in PTCL's Designated account, which
will not be subject to any deductions, counter-claims or set-off.
12.3 PTCL reserves the right at any time to require the Contractor to
provide an additional security deposit, or irrevocable standby
letter of credit or other form of security acceptable to PTCL, in
case of the Contractor's unsatisfactory financial condition, payment
history or credit check is or becomes unacceptable to PTCL. In all
such cases, the Contractor will be given 15 (fifteen) Days notice to
remedy the situation to the satisfaction of PTCL. If the contractor
does not agree with the demand of PTCL then either party has the
right to terminate the contract effective immediately.
12.4. MINIMUM TRAFFIC LIMIT
PTCL will not impose penalty if contractor terminates less than 03
(three) million minutes per month through a VoIP Platform. However,
PTCL shall have the right to terminate the Agreement if the
Contractor fails to terminate less than 03 (three) million minutes
per month for consecutive three months.
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12.5 DISCOUNTS AND MAXIMUM TRAFFIC LIMITS:
PTCL shall give discount of 15% upto maximum 07 (M) minutes per
month per site a U.S. Settlement rate The maximum traffic limit
would be 07 (M)/ per month per site. Exceeding the traffic limits
from 07 to 10 million only 10 % discount will be a applied and above
10 million minutes per month no discount shall be applicable.
12.6 BILATERAL RATES DECLARATION:
The VoIP rate shall be reviewed on quarterly basis and discount
shall be considered in the perspective of prevailing APC rate.
13 PROGRAMME OF COMMITMENTS (MILESTONES)
13.1 Notwithstanding any thing contained in the Agreement, the
commitments for the commencement of service shall be carried out in
accordance with the programme of commitments (Milestones) as
stipulated in Schedule V.
13.2 If, after the Date of execution of the Agreement, either party shall
have been delayed or impeded by any act or omission of the said
party or any circumstances beyond the reasonable control of that
party, in that event the subsequent milestones shall be extended by
the period of such delay.
13.3 Notwithstanding any thing contained in the Agreement other than
clause 13.2, if the Contractor fails to complete the commitments by
the completion Dates in accordance with the Schedule V, the PTCL
shall have the right to terminate the Agreement by returning the
Bank Guarantee to Contractor and retaining the equipment by PTCL,
provided that the delay is more than four weeks.
14. CURRENCY OF PAYMENT
All payments by the Contractor under this Agreement except Proposal
Security shall be made to the Designated Account in US Dollars.
15. SUBCONTRACTORS
15.1 The Contractor shall not engage any subcontractor in Pakistan for
the performance of any of the Services without the prior written
approval of PTCL including the terms of such engagement. The
Contractor shall provide to PTCL such details as PTCL may request.
The Contractor may not terminate or amend terms of the approved
subcontractor without prior written approval of PTCL.
15.2 The appointment of any subcontractor shall not relieve the
Contractor from any liability or obligation under this Agreement.
16. REVIEW
16.1 Either Party may seek to amend this Agreement by serving on the
other a review notice if:
(a) the License is materially modified (whether by amendment or
replacement) to the extent that such modification or
replacement directly or indirectly affects the provision of
the Services; or
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(b) a material change occurs in the law or regulations (including
codes of practice whether or not having the force of law)
governing telecommunications in Pakistan, or
(c) a material change (including enforcement action by any
regulatory authority) occurs which affects or reasonably could
be expected to affect he commercial or technical basis of this
Agreement.
16.2 A review notice shall set out in reasonable details the issues to be
discussed between the Parties.
16.3 On the service of a review notice, the Parties shall forthwith
negotiate in good faith, the matters to be resolved with a view to
agreeing the relevant amendments to this Agreement.
16.4 If the Parties fail to reach agreement on the subject matter of a
review notice within 3 (three) months from the date of service of
such review notice, either Party may at its option after the expiry
of the aforementioned 3 (three) month period terminate this
Agreement without any further obligation or liability.
16.5 If either Party is required by applicable law or regulation to
modify or discontinue the Services or any part thereof then either
Party reserves the right to do so and will notify the other as soon
as possible of any such modification which shall forthwith be
binding on the Parties and neither will have any further obligation
or liability to the other in respect of such modification. However,
if these modifications are materially detrimental to the other Party
then that other Party can terminate this Agreement without liability
by providing one month's notice in writing to the first party.
17. FORCE MAJEURE
For the purposes of the Agreement, "Force Majeure" means an event or
circumstance which is beyond the reasonable control of a Party, and which
makes a Party's performance of its obligations under this Agreement
impossible, and includes, but is not limited to, Acts of God, war, riots,
civil disorder, earthquake, fire, explosion, storm, flood or other adverse
weather conditions, strikes, lookouts or other industrial action.,
17.1 Force Majeure shall not include:
17 1.1 an event, which is caused by the negligence or willful
action of a Party or its subcontractor;
17 1.2 an event which a diligent Party could reasonably have
been expected to;
(i) have taken into account as at the Effective Date,
or
(ii) have avoided or overcome in the course of carrying
out its obligations under this Agreement.
17.2 Force Majeure shall not include insufficiency of funds or
circumstances arising from a failure to make any payment required by
this Agreement.
17.3 The failure of a Party to fulfill any of its obligations under this
Agreement shall not be considered to be a breach of, or a default
under, this Agreement insofar as the inability arises from an event
of Force Majeure, provided that the Party affected by that event has
taken reasonable precautions, due care and attempted to put in place
reasonable alternative arrangement all with the objective of
carrying out the terms of this Agreement without delay.
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17.4 Measures to be Taken
A party affected by an event of Force Majeure shall take all
reasonable measures to remove its inability to fulfill its
obligations under this Agreement with a minimum of delay and shall
notify the other party in writing of the event concerned as soon as
possible, and in any event not later than 7 (seven) Days following
the occurrence of the event concerned, and shall similarly give
notice of the restoration of normal conditions as soon as possible.
The Parties shall take all reasonable measures to minimize the
consequences of any event of the Force Majeure.
17.5. Extension of Time
Any period, within which a Party must, pursuant to this Agreement,
complete any action or task, shall be extended Day-for-Day up to a
period equal to the time during which that Party was unable to
perform such action as a result of Force Majeure.
17.6 Consultation
Not later than 14 (fourteen) Days after a Party has become unable to
perform a material portion of the Services as the result of an event
of Force Majeure, the Parties shall consult with each other with a
view to agreeing on appropriate measures to be taken in the
circumstance.
18. TERMINATION
18.1 Either Party may terminate this Agreement immediately on written
notice if the other:
(a) commits a material breach of this Agreement, which is capable
of remedy, and the Party in breach falls to remedy the breach
within a reasonable time of a written notice to do so; or
(b) commits a material breach of this Agreement which cannot be
remedied; or
(c) is repeatedly in breach of this Agreement and has had prior
notice in writing that a further breach of this agreement will
result in termination of it; or
(d) is the 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 it goes into either
voluntary (other than for reconstruction or amalgamation) or
compulsory liquidation, or a receiver or administrator is
appointed over its assets or if the equivalent of any such
events under the laws of any of the relevant jurisdictions
occurs.
18.2 PTCL may, by not less than 15 (fifteen) Days' written notice to the
Contractor (during which period the contractor shall be entitled and
permitted to attempt to remedy the breach), terminate this Agreement
without prejudice to any rights which may have accrued under this
Agreement to either Party prior to such termination, if:
18.2.1 the VoIP Platform has an adverse impact on PTCL network;
18.2.2 any subcontractor does or allows anything to be done which
in PTCL's reasonable opinion is likely to jeopardize the
operation of the PTCL network;
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18.2.3 the Contractor files with PTCL a statement in writing which
has a material effect on the rights, obligations or
interests of PTCL and which the Contractor knows or should
reasonably have known to be false;
18.2.4 the Contractor is unable as a result of Force Majeure or for
any other reason to perform a material portion of the
Services for a continuous period of not less than 60 (sixty)
Days;
18.2.5 the Contractor introduces any equipment which has not been
approved in advance by PTCL and, where required, by PTA;
18.2.6 the Contractor introduces or provides any service through
the VoIP Platform or otherwise which has not been approved
by PTCL;
18.2.7 the Contractor commits an act which is in violation or which
places PTCL in violation of its License or of the Act;
18.2.8 the Contractor fails to comply with Clause 12.1.
18.2.9 Notwithstanding the foregoing, this Agreement may be
terminated at any time by either Party by giving 90 (ninety)
Days written notice to the other Party.
18.2.10 Without prejudice to PTCL's general rights to terminate the
Agreement, the following INTER ALIA shall constitute a
material irremediable breach by the Contractor entitling
PTCL to terminate the Agreement forthwith without any
further liability:-
a. If Contractor fails to keep the Bank Guarantee valid in
accordance with clause 12.1.1 of the Agreement.
b. if Contractor terminates less than 3 (three) million
minutes per month through a VoIP Platform for
consecutive 3 (three) months.,
c. if Contractor terminates traffic from origins other than
Europe and USA through VoIP Platform;
d. if more than 25% (twenty five percent) A-telephone
numbers in CDRs are not provided;
e. if Contractor terminates traffic through any other
mechanism (except bilateral gateways) bypassing VoIP
Platform installed under this Agreement. In addition to
the termination, the Contractor shall also be liable to
compensate for the loss caused due to bypassing of PTCL
International/VoIP Gateways.
f. if the service is terminated for three times in a
calendar year (due to non recouping and non revising of
the Bank Guarantee),.
g. any disclosure contrary to the information, documents
and other material provided by the contractor.
h. any disclosure contrary to the affirmations given in
Clause 24.
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19. OBLIGATLON AT TERMINATION
19.1 On termination of this Agreement in accordance with its terms; or
upon expiration of this Agreement as the case may be all rights and
obligations of the Parties shall cease, except:
a. rights and obligations that have accrued as of the date
of termination or expiration;
b. the obligation of confidentiality set forth in this
Agreement;
c. any right which a Party may have under the Applicable
Law;
d. the indemnification obligations set forth in this
Agreement.
19.2 Upon termination of this Agreement:
(a) the Contractor shall forthwith pay to PTCL any
outstanding amounts, which it is liable to pay under
this Agreement,
(b) PTCL shall without delay return to Contractor all
amounts held by it after the adjustment of payments due
to PTCL, if any.
19.3 Upon termination of this Agreement by notice of either Party to the
other pursuant to this Agreement, the Contractor shall, immediately
on receipt of notice to that effect, take all necessary steps to
bring the Services to a close within 30 (thirty) Days of the receipt
of the notice in an orderly manner.
20. CONTRACTOR TO COMPLY WITH APPLICABLE LAW
20.1 The Contractor shall pay all the taxes, levies, duties and
impositions on the import of equipment which are levied on the
Contractor within the time period stipulated by the levying
authority. The Contractor is solely responsible for all such taxes
and duties even if they are imposed or become effective after the
Effective Date.
20.2 The Contractor shall be solely responsible for obtaining any
authorization, registration, permit or licenses ("Authorization") as
required under the Applicable Law at its own cost for any
import/export required to be undertaken for the performance of its
obligations under this Agreement. PTCL will provide reasonable
assistance to the Contractor in this regard and any delay in
clearance of any equipment to be used in the VoIP Platform shall be
considered as Force Majeure pursuant to the relevant Clause of this
Agreement.
20.3 The Parties will at all times comply with the Applicable Law. The
Parties will use their best efforts to ensure that their respective
subcontractors and personnel comply with the Applicable Law.
21. FAIRNESS AND GOOD FAITH
21.1 The Parties undertake to act in good faith with respect to each
other's rights and obligations under this Agreement and to adopt all
reasonable measures to ensure the realization of the objectives of
this Agreement.
21.2 The Parties recognize that it is impractical in this Agreement to
provide for every contingency, which may arise during the life of
the Agreement, and the Parties agree that it is their intention that
this Agreement shall operate fairly as between them, and without
detriment to the interest of either of them. If during the term of
this Agreement, either Party has evidence to believe that the other
is performing its obligations under this Agreement unfairly, then
the Parties undertake to use their best efforts to agree on such
action as may be necessary to remove the cause or causes of such
unfairness.
14
<PAGE>
21.3 PTCL shall not take any action, discriminatory or arbitrary, which
'materially or adversely affects or is likely to affect the
enjoyment of the rights and interests of the Contractor under or
pursuant to this Agreement.
21.4 The parties agree that, save in respect of death, personal injury
and any other liabilities that cannot be excluded by law, their
aggregate liabilities to each other under or related to this
agreement shall not exceed the value of the Bank Guarantee at the
date upon which the event giving rise to the liability arose.
22. SETTLEMENT OF DISPUTES & ARBITRATION
22.1 The provisions contained in this Clause shall survive the
termination and/or expiration of this Agreement.
22.2 The Parties shall use their best efforts to settle amicably all
disputes arising out of or in connection with this Agreement or its
interpretation. Any dispute between the Parties as to matters
arising under this Agreement which cannot be settled amicably within
10 (ten) days after receipt by one Party of the other Party's
request for amicable settlement may be submitted by either Party to
arbitration in accordance with the provisions set out below.
22.3 In the event of disputes between the Parties arising out of the
terms of this Agreement, the same shall be settled by arbitration by
2 (two) arbitrators, 1 (one) each to be appointed by the Parties.
The Parties shall appoint such arbitrators within 10 (ten) working
days of receipt of the first notice in this behalf by a Party. In
case of a disagreement among the arbitrators or if they are unable
to resolve the matter within 30 (thirty) days thereafter, the matter
will be referred to an umpire nominated by both parties or their
arbitrators who shall be a retired judge of the High Court of a
Province or the Supreme Court of Pakistan or an internationally
reputed Telecom Lawyer. The award given by the arbitrator(s) as
aforesaid shall be binding on the Parties,
22.4 Arbitration proceedings shall be held in Islamabad, Pakistan. The
procedure shall be that provided in the Arbitration Act 1940 and all
subsequent amendments thereto.
22.5 In any arbitration proceedings under this Agreement the decision of
the arbitrator shall be final and binding and shall be enforceable
in any court of competent jurisdiction, and each of the Parties
waives any objections to or claims to immunity in respect of the
enforcement of the claim.
22.6 Arbitration shall be precondition to any action by any party under
the law.
23. CONFIDENTIALITY
23.1 The Contractor shall not, either during the term, or after the
expiration of this Agreement, disclose any proprietary or
confidential information relating to the Services, this Agreement,
or PTCL's business or operations without the prior written consent
of PTCL, unless such disclosure is required by law or regulation or
such information has entered the public domain other than by a
breach of this Agreement. The Contractor agrees that it will use its
best efforts to ensure-that its subcontractors and personnel are
bound by and comply with the requirement of confidentiality set out
in this Clause.
23.2 PTCL shall not, either during the term, or after the expiration of
this Agreement, disclose any proprietary or confidential information
relating to the Services, this Agreement, or the Contractor's
business or operations without the prior written consent of the
Contractor, unless such disclosure is required by law or regulation
or such information has entered the public domain other than by a
breach of this
l5
<PAGE>
Agreement. PTCL agrees that it will use its best efforts to ensure
that its subcontractors and personnel are bound by and comply with
the requirement of confidentiality set out in this Clause.
23.3 Notwithstanding the provisions of the above paragraphs of this
Clause, the Parties may require each other to sign a confidentiality
Agreement on a case-by-case basis before specific information can be
made available.
24. INDEMNITIES
The Contractor shall keep PTCL, both during and after the term of this
Agreement, fully and effectively indemnified against all losses, claims,
damages, liabilities, costs and expenses incurred by or imposed upon PTCL
as a consequence of:
(a) any conclusive claim made by a subcontractor of the
Contractor;
(b) any conclusive claim made by a Customer in respect of the
Services.
25. AFFIRMATION
The Contractor declares and affirms that;
a) the Contractor and its shareholders, directors, officers, employees,
and agents have not paid or received, nor undertaken to pay or
receive, any bribe, pay-off, kick-back or unlawful commission and
that the Contractor and its shareholders, directors, officers,
employees, and agents have not in any other way or manner paid any
sums, whether in Rupees or a foreign currency and whether in
Pakistan or abroad, given or offered to give any such gifts and
presents in Pakistan or abroad, to any official or employee of the
PTCL or any other person to procure this Agreement. The Contractor
undertakes not to engage in any of these or similar nets during the
term of this Agreement.
b) Neither the Contractor nor any of its director or executive is
Israeli or Indian national. Notwithstanding any thing contained
elsewhere in this Agreement PTCL will have the right to terminate
the Agreement in the event PTCL has reasons to believe that the
Contractor or any of its director or executive is Israeli or Indian
national.
26. APPLICABLE LAWS
This Agreement shall be governed by the laws of Pakistan.
27. RULES OF CONSTRUCTION
27.1 The captions or headings in this Agreement are strictly for
convenience and shall not be considered in interpreting this
Agreement or as amplifying or limiting any of its content. Words in
this Agreement, which import the singular connotation, shall be
interpreted as plural, and words, which import the plural
connotation, shall be interpreted as singular, as the identity of
the Parties or objects referred to may require.
27.2 Unless expressly defined herein, words having well known technical
or trade meanings shall be so construed. All listing of items shall
not be taken to be exclusive, but shall include other items, whether
similar or dissimilar to those listed, as the context reasonably
requires.
27.3 Except as set forth to the contrary herein, any right or remedy of
PTCL or the Contractor shall be cumulative and without prejudice to
any other right or remedy, whether contained herein or not.
27.4 This Agreement has been fully negotiated between and jointly drafted
by the Parties.
16
<PAGE>
27.5 All actions, activities, consents, approvals and other undertakings
of the Parties in this Agreement shall be performed in a reasonable
and timely manner, it being expressly acknowledged and understood
that time is of the essence in the performance of obligations
required to be performed by a date expressly specified herein,
Except as specifically set forth herein, for the purpose of this
Clause the normal standards of performance within the
telecommunications industry in the relevant market shall be the
measure of whether a Contractor's performance is reasonable and
timely.
28. NOTICES
28.1 Any notice, request or consent required or permitted to be given or
made pursuant to this Agreement shall be in writing and shall be
deemed to have been given or made when delivered in person to any
authorized representative of the Party to whom the communication is
addressed, or when sent by registered mail, telex, telegram or
facsimile to such Party at the following addresses:
FOR CONTRACTOR: FOR PTCL:
Eric D. Ram, EVP-International i) General Manager (Tele-Housing &
Fusion Telecommunications VoIP)
420 Lexington Avenue, Suite 518 Pakistan Telecommunication Company
New York, NY 10170 Limited, Headquarters, G-8/4, Islamabad,
1.212.972.2000 (Phone) PakistanPhone: 92-51-227 2021
1.954.493.8449 (Facsimile Fax: 92-51-220 1015
ERAM@FUSIONTEL.COM E-mail: GMTH@PTCL.COM.PK
valove@fusiontel.com
ii) General Manager international
(Revenue)
Pakistan Telecommunication Company
Limited, Headquarters, G-8/4, Islamabad,
Pakistan Phone: 92-51-2252883
Fax: 92-51-2254291
E-mail: dir@isb.paknet.com.pk
28.2 A Notice will be deemed to be effective as follows:
In case of personal delivery or registered mail, on delivery; and in
the case of facsimiles, 24 (twenty -four) hours following confirmed
transmission, disregarding weekends and national holidays. Facsimile
notices shall not require confirmation by hard copies.
28.3 Party may change its address or fax number for notice under this
Agreement by giving the other Party notice pursuant to this Clause.
29 ADDITIONAL TERMS
29.1 The Contractor undertakes and warrants that in case of upgrading of
the VoIP Platform the equipment installed for PTCL will not in any
manner damage property of PTCL or in any way interfere with or
affect PTCL's existing system or services. The Contractor hereby
undertakes to indemnify PTCL for any loss, damage, cost or expense
incurred by PTCL (unless caused by erroneously supplied information
or the Act or omission of PTCL) as a consequence of a breach by the
Contractor of this undertaking and warranty. For the avoidance of
doubt, it is understood that commencement of operations under this
Agreement on the Effective Date shall be deemed fulfillment of this
Clause, and the Contractor shall, following the Effective Date, have
no liability under this Clause.
17
<PAGE>
29.2 The Contractor does not have an exclusive right under this Agreement
to terminate traffic through VoIP technology, and PTCL will not be
prevented by virtue of this Agreement from engaging any other
contractors to provide VoIP services, in Pakistan.
29.3 VoIP Platform will be installed in PTCL premises to be
interconnected to PSTN network at appropriate levels. This Agreement
is strictly for traffic brought into PTCL network from USA & Europe
through the packet switched data communication protocol of TCP/IP.
29.4 The Contractor will provide free of cost training to 1 (one) PTCL
official in USA or EUROPE and 3 (three) PTCL officials in Pakistan
so that they gain expertise and experience in the operation of VoIP
Platform. For the purpose of this Clause and all matters connected
therewith, the Contractor or its nominees shall be allowed free
access to the premises where the VoIP Platform is installed. PTCL
also undertakes to provide the Contractor or its nominees due access
to the VOIP Platform so that it may, from time to time, to monitor
proper functioning or operations of the same including its
interconnectivity with VoIP Platforms installed by Contractor in USA
and Europe.
29.5 The quality of service of calls routed through VoIP Platform shall
not be less than GSM quality (MOS 3.5 or above) as well as according
to service parameters as recommended by ITU.
29.6 The Contractor shall at its own cost and discretion take appropriate
legal action in USA & Europe to stop Illegal Traffic coming into
Pakistan there from.
29.7 The Contractor agrees to cooperate with PTCL in exchange of relevant
information for monitoring of the volume and source of any Illegal
Traffic and originating points to safeguard interests of both the
Parties The Parties agree as to the manner and the mechanism to be
adopted (on best effort basis).
29.8 The Contractor will not enter into any agreement with an Incumbent
Carrier for diversion of normal bilateral traffic on to VoIP routes.
The Contractor will not procure or re-file legal bilateral traffic
of PTCL meaning only gray area traffic will be addressed. A list of
the Incumbent Carriers is attached herewith as Schedule-IV. Any
change thereof shall be duly communicated to the Contractor.
29.9 It is mutually agreed and understood that this agreement is being
executed on a non-exclusive basis. Nothing contained herein shall
curtail, limit or restrict the right of PTCL to enter into similar
agreements with other parties. Provided always that none of the
other parties shall be offered commercial terms more beneficial than
those contained herein.
29.10 All obligations outside Pakistan whether in respect of the Services
or in respect of incoming traffic into the VoIP Platform shall be
the sole responsibility of the Contractor. PTCL shall in any way
neither be responsible nor shall be considered as providing any
Service outside Pakistan as a consequence of this Agreement. The
Contractor hereby indemnifies PTCL in respect of any conclusive
action against PTCL directly pertaining to this Agreement or the
performance of its terms herein where the action relates to a
matter, which was the result of any direct or indirect act or
omission of the contractor.
18
<PAGE>
29.11 The Contractor hereby acknowledges and declares that it is an
independent Contractor for the performance of Services mentioned
herein and no relationship of Agency, Licensee or sub Licensee
between PTCL and the Contractor is created by virtue of this
Agreement.
29.12 The Contractor undertakes to make, during the term of this
Agreement, complete written disclosure of its existing and future
business and agreements executed relating to VoIP services, which
directly or indirectly lead to termination of traffic into Pakistan.
29.13 The PTCL and PTA shall have the right to inspect the VoIP Platforms
installed, owned and operated by the Contractor in USA and Europe,
which relate to termination of traffic into Pakistan.
29.14 The Parties recognize that time is of the essence of this Agreement.
IN WITNESS WHEREOF the Parties have caused this Agreement to be signed as of the
Day and year first above written.
FOR AND ON BEHALF FOR AND ON BEHALF OF
OF THE PTCL THE CONTRACTOR
/s/ Eric D. Ram
----------------------------- ----------------------------------
Eric D. Ram, EVP-Int'l
Witnesses Witnesses:
(1) (1) /s/ Randy Sue Valone
----------------------------- ----------------------------------
Randy Sue Valone
Sr. Manager Int'l contracts
(2) (2) /s/ Susan E. Casella
----------------------------- ----------------------------------
[SEAL]
19
<PAGE>
SCHEDULE-I
IP TELEPHONY SOLUTIONS ANALYSIS TEMPLATE (shall remain effective unless there is
an upgrade or modification)
--------------------------------------------------------------------------------
Hardware
--------------------------------------------------------------------------------
Port Capacity-Analog
--------------------------------------------------------------------------------
Port Capacity-T1/E1
--------------------------------------------------------------------------------
A-law / u - law Compatibility
--------------------------------------------------------------------------------
Call Capacity
--------------------------------------------------------------------------------
PC-Based
--------------------------------------------------------------------------------
Chassis based with embedded processing
--------------------------------------------------------------------------------
Architecture Nomenclature
--------------------------------------------------------------------------------
Signaling
--------------------------------------------------------------------------------
ANSI/Euro (ITU) ISDN/SS7/C7 and ISUP
--------------------------------------------------------------------------------
MFC R1/R2
--------------------------------------------------------------------------------
DTMF support
--------------------------------------------------------------------------------
H.323 Fast Connect
--------------------------------------------------------------------------------
Type of Service
--------------------------------------------------------------------------------
Registered Service-Pre-paid
--------------------------------------------------------------------------------
Registered Service-Post-paid
--------------------------------------------------------------------------------
Real-Time Fax-T.30
--------------------------------------------------------------------------------
T.38 Fax
--------------------------------------------------------------------------------
Data Calls
--------------------------------------------------------------------------------
Dynamic Universal Port (Voice/Fax/Data)
--------------------------------------------------------------------------------
Multiple Calling Cards
--------------------------------------------------------------------------------
ANI Authentication
--------------------------------------------------------------------------------
Single Stage Dialing
--------------------------------------------------------------------------------
Pre-Paid Calling Card
--------------------------------------------------------------------------------
Messaging Services Support
--------------------------------------------------------------------------------
IVR
--------------------------------------------------------------------------------
Language Selection
--------------------------------------------------------------------------------
Trouble Announcement
--------------------------------------------------------------------------------
20
<PAGE>
--------------------------------------------------------------------------------
IVR Editor
--------------------------------------------------------------------------------
IVR location
--------------------------------------------------------------------------------
Creation/Billing Per port
--------------------------------------------------------------------------------
Redundant Routes
--------------------------------------------------------------------------------
Call Routing-Country / Area Code
--------------------------------------------------------------------------------
Proscribed Number
--------------------------------------------------------------------------------
Call Block Destination Number
--------------------------------------------------------------------------------
Maximum GW/GK Ratio
--------------------------------------------------------------------------------
Existing Numbering Plans
--------------------------------------------------------------------------------
Service Classes & User Groupings
--------------------------------------------------------------------------------
Location of Routing Logic
--------------------------------------------------------------------------------
Call Progress Signals
--------------------------------------------------------------------------------
Ring back, Busy Tone
--------------------------------------------------------------------------------
Timer for Inter Digit, First-digit, No Answer
--------------------------------------------------------------------------------
Maximum latency
o End-to-end
o Element wise
--------------------------------------------------------------------------------
5. Billing
--------------------------------------------------------------------------------
Authentication (User/Subscriber)
--------------------------------------------------------------------------------
Billing Data Creation per Gateway
--------------------------------------------------------------------------------
Central Billing Data Storage
--------------------------------------------------------------------------------
Retransmit Billing Data During Link Failure
--------------------------------------------------------------------------------
Rating by Country / Area
--------------------------------------------------------------------------------
Automatic Rate Change
--------------------------------------------------------------------------------
Real-Time Billing
--------------------------------------------------------------------------------
No Charge Function for Small Fraction Call
--------------------------------------------------------------------------------
Standard DB for Billing Storage
--------------------------------------------------------------------------------
Multiple Rates / Route
--------------------------------------------------------------------------------
Drop-Off Rates
--------------------------------------------------------------------------------
21
<PAGE>
--------------------------------------------------------------------------------
Billing Increments
--------------------------------------------------------------------------------
Billing based on Units or Money
--------------------------------------------------------------------------------
Holiday Rates
--------------------------------------------------------------------------------
Grace Period
--------------------------------------------------------------------------------
Billing Answer After Egress
--------------------------------------------------------------------------------
Network Management
--------------------------------------------------------------------------------
SNMP [ILLEGIBLE]
--------------------------------------------------------------------------------
Fault Monitoring
--------------------------------------------------------------------------------
Performance Statistics
--------------------------------------------------------------------------------
Command Line Interface
--------------------------------------------------------------------------------
Web-based Management
--------------------------------------------------------------------------------
SS7
--------------------------------------------------------------------------------
Physical Interfaces
--------------------------------------------------------------------------------
Redundant Link
--------------------------------------------------------------------------------
# Point Codes Supported
--------------------------------------------------------------------------------
Signaling Level
--------------------------------------------------------------------------------
Standalone Processor
--------------------------------------------------------------------------------
Embedded Processor
--------------------------------------------------------------------------------
Transport Protocol Suit
--------------------------------------------------------------------------------
H.323
--------------------------------------------------------------------------------
Support for Industry standard H.323 Clients
--------------------------------------------------------------------------------
TCP/IP
--------------------------------------------------------------------------------
UDP
--------------------------------------------------------------------------------
RTP/RTCP
--------------------------------------------------------------------------------
RSVP
--------------------------------------------------------------------------------
SIP
--------------------------------------------------------------------------------
MGCP
--------------------------------------------------------------------------------
22
<PAGE>
--------------------------------------------------------------------------------
o Interfacing / Inter-working With IP-Backbone
--------------------------------------------------------------------------------
ATM
--------------------------------------------------------------------------------
Frame Relay
--------------------------------------------------------------------------------
IP
--------------------------------------------------------------------------------
Other
--------------------------------------------------------------------------------
Secure Administration
--------------------------------------------------------------------------------
Secure Voice
--------------------------------------------------------------------------------
APIs
--------------------------------------------------------------------------------
Codecs Supported
--------------------------------------------------------------------------------
Compression Algorithm Scalability
--------------------------------------------------------------------------------
Built-In Inter-connection Capability for Traffic Sharing
--------------------------------------------------------------------------------
23
<PAGE>
SCHEDULE-III
ACCOUNTING AND METHOD OF SETTLEMENT
a) Fortnightly traffic account and methods of settlement
i) Within 2 (two) days from the end of every fortnight to which the
account relates, PTCL will prepare a fortnightly accounts settlement
statement in a format designed by PTCL in its discretion showing the
balances from the fortnightly accounts to which it relates and shall send
the same to the Contractor. The contractor shall make payment within seven
days of transmission of invoice as provided in clausal-11. In the event of
dispute between the Parties and subject to the provisions of clause-11,
the Contractor shall still be obliged to make payment by the Due Date in
accordance with PTCL's fortnightly accounts settlement statement in the
Designated Account.
ii) In case the Contractor fails to make the payment by the Due Date, then
PTCL may at its sole discretion and having provided four days prior notice
in writing (during which period contractor may remedy the breach and
prevent termination of the Agreement) to the Contractor terminate the
Agreement without prejudice to any other interest or claim that may have
accrued in favor of PTCL or to which PTCL may in the future be entitled to
under the Agreement.
b) Bank Guarantee Calculation for Thirty (30) Days & Applicability
The Contractor shall provide Unconditional and irrevocable Bank Guarantee
from scheduled banks in Pakistan of an amount of US$ 1,020600 (One million
twenty thousand six hundred US$) i.e. the termination price of 7 million
minutes (maximum traffic for thirty days) per VoIP Platform @ US$ 0.1458
(US cents fourteen point five eight) per minute within 15 days of the
Effective Date in the format provided by PTCL.
c) CHARGES & CONDITIONS TO TERMINATE INCOMING TRAFFIC IN VOIP PLATFORM
i) Only traffic from USA/Europe shall be terminated through the
VoIP Platform. Contractor hereby agrees to terminate 3 to 7
million minutes per month of VoIP Platform focusing on
capturing of Illegal Traffic.
ii. Termination rate of US$ 0.1458 (US cents fourteen point five
eight) per minute will be applicable until revision of US
carrier settlement rate (bilateral carrier rate). Subsequent
termination rate would be kept up to 15% below the US Carrier
Settlement Rate (bilateral carrier rate) and the same shall be
automatically revised inline with US Carrier Settlement Rate.
iii) The VoIP service shall be operated only for incoming
international calls from the USA and Europe routed as per
network topology agreed between the Parties.
The Contractor will ensure that only identified calling party is given access to
VoIP Gateway. The CDR provided to PTCL as per Clause II (ii) must also contain
identity of calling party. Up to 25% un-identified calling numbers will be
accepted and no further investigation carried out.
25
<PAGE>
Schedule-IV
List of Incumbent Carriers in USA and Europe
USA
-----------------------------------------------------------
S No. Country Carrier
-----------------------------------------------------------
1 USA Concert
-----------------------------------------------------------
2 USA MCI World Com
-----------------------------------------------------------
3 USA Sprint USA
-----------------------------------------------------------
4 USA IDT
-----------------------------------------------------------
5 USA Primus
-----------------------------------------------------------
6 CANADA Teleglobe
-----------------------------------------------------------
Europe
-----------------------------------------------------------
S No. Country Carrier
-----------------------------------------------------------
1 Austria Austria-(PTA)
-----------------------------------------------------------
2 Belgium Belgacom
-----------------------------------------------------------
3 Cyprus CTA
-----------------------------------------------------------
4 Germany Deutsche Telecom
-----------------------------------------------------------
5 France France Telecom
-----------------------------------------------------------
6 Greece OTE
-----------------------------------------------------------
7 Italy Telecom Italia-Sporkle
-----------------------------------------------------------
8 Norway Tele nor
-----------------------------------------------------------
9 Spain Telephonica
-----------------------------------------------------------
10 Netherlands KPN
-----------------------------------------------------------
11 Switzerland Swiss Com
-----------------------------------------------------------
12 United Kingdom BT(CGNS)
-----------------------------------------------------------
13 United Kingdom C & WC
-----------------------------------------------------------
26
<PAGE>
Schedule - V
Programme of commitments (Milestones)
IMPLEMENTATION SCHEDULE FOR VOIP PROJECT THROUGH IPLC
---------------------------------------------------------------------------------------------------
S.NC Description of Task Action to be responsibility
completed by
---------------------------------------------------------------------------------------------------
1 Signing of the Agreement 1st Day PTCL &
Contractor
---------------------------------------------------------------------------------------------------
2 Submission of list, specification & site With in 7 Days Contractor/PTCL
plan of the equipment in case of after receipt of
upgradation /modification in the VoIP the request
Platform
---------------------------------------------------------------------------------------------------
3 Equipment Approval in case of new Within 7Days PTCL
additional equipment after receipt of
the request
---------------------------------------------------------------------------------------------------
4 Confirmed provision of the Irrevocable 15th Day from Contractor
bank Guarantee Effective Date
---------------------------------------------------------------------------------------------------
5 Equipment on site (in case of Within 14 days Contractor
upgradation/modification in the VoIP after the receipt
Platform of the request
---------------------------------------------------------------------------------------------------
6 Equipment installation completed in Within2l days Contractor
case of upgradation/modification in the after the receipt
VoIP Platform of the request
---------------------------------------------------------------------------------------------------
7 Provision of 10 E1s for connectivity 10 number of PTCL &
between PTCL Gateway/DTE and E1s have already Contractor
VoIP Platform, 2MB clear channel via been provided (Contractor to
IPLC arrange 1/2 IPLC)
---------------------------------------------------------------------------------------------------
8 Testing, commissioning and making Within28 days Contractor
over of the additional equipment to after the receipt
PTCL of the request
---------------------------------------------------------------------------------------------------
9 Effective date 1st Day of Contractor/PTCL
September 2004
---------------------------------------------------------------------------------------------------
10 Local Training 60th Day of the PTCL, &
Effective date Contractor
---------------------------------------------------------------------------------------------------
11 Foreign Training 60th Day of the Contractor
Effective date
---------------------------------------------------------------------------------------------------
27