EXHIBIT 6.5
AGREEMENT
METROCOM
AGREEMENT FOR PROVISION OF TELECOMMUNICATION SERVICES
of June 09, 1999
Closed joint stock company METROCOM (hereafter referred to as "METROCOM") in the
person of R. U. Khalikov, General Director, acting in the strength of the
Charter and VI Internet Telecommunications Inc. (hereafter referred to as
"Customer") in the person of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CEO, acting in the strength of
Charter, have made this Agreement to the following
1. SUBJECT OF AGREEMENT
METROCOM will provide telecommunication services (hereafter referred to as "the
Service") to Customer in accordance with the terms and conditions below. The
Service type, specifications and performance standards are defined in Exhibit B
to this Agreement.
2. TERM OF AGREEMENT
The Term of the Agreement shall commence on the date of its signing by the
Parties and shall continue thereafter to the expiration of the Service Term as
defined in paragraph 3.3 and in Supplementary Agreements.
3. SERVICE
3.1. Service Description:
------- ----------------------------------------------- ----------- ------------- -------------------------
N Service Interface Installation time
Service ----------
Type
------- ----------------------------------------------- ----------- ------------- -------------------------
------- ----------------------------------------------- ----------- ------------- -------------------------
1 International transmission circuit "Russia, ▇▇ ▇.▇▇▇ ▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ - ▇▇▇▇▇▇, Montreal,
Quebec, Teleglobe Canada POP" (full circuit)
Circuit Identifier:
Moscow/MTC - Montreal/Teleglobe NP1
Installation date above is subject to the condition that not later than twenty
(20) days before the commencement of the Service Term the Customer will pay
one-time non-recurring fee and one month monthly recurring fee according to
articles 4.1, 4.2 of Agreement to METROCOM.
3.2. Service Term
The Initial Term for the Service is one (1) year from the date of execution of
the Work Acceptance Certificate by the Parties. Not later than () days before
expiration of the Initial Term, Customer may request a renewal term under the
same terms and conditions. If METROCOM does not receive the appropriate
notification from Customer, the Agreement shall be deemed terminated for
particular Service and METROCOM will have the right to disconnect Customer from
METROCOM network.
3.3. Service Expansion and Renewal
Additional services requested by Customer shall be executed as Exhibits that
shall be an integral part of this Agreement when signed by the Parties.
4. PAYMENTS
4.1 Installation Charge
The Customer agrees to pay METROCOM a one-time non-recurring fee equivalent to
USD 7,500 (Seven thousand five hundred US Dollars) plus VAT (20%). Customer will
be billed for the Installation Charge with the commencement of the Term of the
Agreement 4.2 Monthly Recurring Charge for E1(2,048 Mbps) Service
The Customer agrees to pay METROCOM for use of the Service the monthly
recurring fee in amount equivalent to USD 35,800 (Thirty five thousand eight
hundred US dollars)plus VAT (20%). Customer will be billed for recurring charge
on month in advance basis during the entire Service Term.
4.3. Terms of Payment
All amounts due under the present Agreement are payable in US dollars. All
amounts indicated above and any other payments including VAT and other taxes and
fees imposed according to the legislation in force under this Agreement and any
Additional Agreements to it are due and payable by Customer within 15 days from
the date of invoice receiving from METROCOM. Late payments will be subject to a
late payment charge computed by 0.05% for each day after the due date until the
date of payment. If Customer has not paid the Monthly Recurring Charge within 60
days METROCOM can switch off the services. Reconnection will be performed after
Customer's full payment of due amount. The structure of payments is provided in
Exhibit D to this Agreement.
5. METROCOM RESPONSIBILITIES
5.1 METROCOM will provide Customer with the Services described in Section 3 and
will maintain their performance within the limits detailed in Exhibit B
("Service Description and Performance Standards"). 5.2. METROCOM will use
reasonable efforts to repair and maintain the Service as a result of any
failure, interruption or impairment which requires immediate remediation.
METROCOM will provide trouble clearance notification to Customer assigned
technical representatives upon resolution.
5.3. Customer may request changes or modifications to the Service by delivering
to METROCOM a notice detailing the maintenance requirements and a preferred time
for completing such work. METROCOM will perform changes or modifications with
prior notification to Customer of the price and date of such maintenance.
Service modification does not involve change in the Service type.
5.4. METROCOM will from time to time schedule and perform without interruption
to the Service required maintenance tests, repairs, and adjustments which are
necessary to maintain the Service performance. When interruption is necessary,
METROCOM will provide Customer at least forty-eight (48) hours advance notice of
such work.
5.5. Customer shall be entitled to credit for any period of thirty (30) minutes
and more when the Service remains unavailable according to definitions of
Exhibit B unless the interruption is caused by the acts of Customer or is
expressly permitted by this Agreement. The credit shall be equal to the amount
charged to Customer for delivering the Service during the interruption period
calculated by 30 minute increments. No credit shall be allowed for interruptions
less than 30 minutes long or for any time required to make tests or adjustments
of the equipment.
Note: If Customer fails by any reason to provide access for METROCOM staff
to the equipment for trouble examination and resolution at any time
including night time, weekends and holidays, the interruption credit
is calculated as from the moment of actual METROCOM access to the
equipment.
6. CUSTOMER RESPONSIBILITIES
6.1. Customer agrees to send signed Work Acceptance Certificate or motivated
Work Acceptance rejection within ten (10) days from the date of receiving of
Work Acceptance Certificate from METROCOM. If Customer within defined period
would not sign Work Acceptance Certificate and would not present motivated
rejection METROCOM has the right to draw up unilateral Work Acceptance
Certificate, which would be the reason for payments by this Service Agreement.
6.2. Customer will bear all expenses for connecting additional equipment
required for matching the provided channels with the equipment used by Customer.
6.3. Customer may use the Service for any purpose permitted by the Russian Laws,
for which it is intended, provided that Customer will not use the Service so as
to interfere with or impair service over any of the facilities and associated
equipment comprising the METROCOM network and associated equipment, or to impair
the privacy of any communications over the METROCOM network facilities and
associated equipment. 6.4. Customer shall not perform any maintenance and repair
to METROCOM equipment or facilities, and Customer shall prohibit the access of
unauthorized persons to the Service and equipment. Customer shall immediately
report any failure, interruption or impairment of the Service to the METROCOM's
ITMC at ▇▇ ▇▇▇ ▇▇▇-▇▇▇▇.
7. OWNERSHIP
Customer agrees that all rights, title and interest in the transmission
equipment and associated materials provided by METROCOM hereunder shall at all
times remain exclusively with METROCOM. Customer shall not create or permit to
be created any violation of property rights for METROCOM's equipment. Upon
termination of Service, METROCOM shall have the right, but not the obligation,
to remove all METROCOM facilities from any applicable premises
8. CANCELLATION OF AGREEMENT
8.1. Customer may cancel this Agreement before commencement of the Service Term
by reimbursing to METROCOM within thirty (30) days for all expenses incurred
with installation of the Service. 8.2. Customer may cancel this Agreement after
commencement of the Service Term provided the Customer has paid all charges to
date, by delivering to METROCOM a cancellation payment equal to 25% of aggregate
monthly payments for the remaining part of the Term of the particular Service
8.3. Either party may cancel the Agreement in the event of default. The
following events will be events of default under this Agreement: (a) failure by
Customer to pay any sum payable under this Agreement in the agreed amount within
sixty (60) calendar days from the due day of payment as stipulated in Paragraph
4.3 of this Agreement; (b), failure by either party to perform any non-monetary
obligation under this Service Agreement within thirty (30) days after notice
from the other party specifying the failure or within such additional period
agreed by both Parties as reasonably necessary to cure such failure if the
failure cannot be cured within thirty (30) days. Upon occurrence of an event of
default, the non-defaulting party may terminate the Agreement. Upon termination,
all of Customer's rights to the Service shall immediately cease.
9. WARRANTY AND LIABILITY
The Interruption Credit described above in paragraph 5.5 shall be METROCOM's
sole obligation and Customer's sole remedy for any loss or damage sustained as a
result of any interruption or failure of the Service, any facilities used in
providing the Service, or for any error, omission or delay for any reason.
METROCOM makes no warranty of merchantability or fitness for a particular
purpose with respect to the service or any equipment provided under this
Agreement. In no event shall METROCOM be liable to Customer or any third party
for any indirect, special or consequential damages including, without
limitation, those based on loss of revenues, profits, or business opportunities,
whether or not METROCOM had or should have had any knowledge, actual or
constructive, that any such damages might be incurred.
10. ASSIGNMENT
Neither party may assign this Agreement to a third party without the express
written consent of the other party, except (a) to any subsidiary, parent company
or affiliate or (b) pursuant to any sale of all the business related to this
Service Agreement.
11. CONFIDENTIALITY
If either party provides confidential information to the other in writing and
identified as such, the receiving party shall protect the confidential
information from disclosure to third parties with the same degree of care
accorded its own confidential and proprietary information, except that neither
party shall be required to hold confidential information which becomes publicly
available other than through the recipient or which is required to be disclosed
by a state or judicial order or which is independently developed by the
disclosing party. Confidentiality obligations shall survive for a period of one
(1) year following expiration or termination of this Agreement. If the parties
have entered into a Confidentiality Agreement, its terms and obligations shall
be in addition to the terms and obligations of this Paragraph.
12. NOTICES
All notices shall be in writing and addressed as provided in Paragraph 17 of
this Agreement. Notices forwarded by delivery service (courier service or by
registered mail) shall be deemed given five (5) days after documented delivery
to the appropriate service, or if by facsimile, on the date indicated on the
receiving party's transmitted copy. The notice delivered by messenger shall be
deemed given on the date inscribed on its copy by the receiving party staff
Note: Repeated notices if requested by either party shall be forwarded under
cash on delivery terms.
13. SETTLEMENT OF DISPUTES
If the Parties are unable to independently resolve any dispute pursuant to this
Service Agreement, the dispute shall be settled by the Arbitration Court of the
Chamber of Commerce of the Russian Federation.
14. FORCE MAJEUR
The parties will not be held responsible for partial or complete failure to
execute provisions of this Service Agreement if such failure is caused by acts
of fire, flood, earthquake, war, ban of export or import, higher than acceptable
level of radiation or any other cause considered by International Arbitration as
Force Majeur as long as this acts were immediately affecting execution of the
Agreement. The fulfillment of obligations under this Agreement by the Parties
shall be extended correspondingly for a period during which such circumstances
last. Shall Force Majeur circumstances or its consequences continue for 4 (four)
months the Parties agree to meet to discuss appropriate measures. However, if
during the following 2 (two) months the Parties will not resolve the related
issues each party has the right to refuse from further execution of the
obligations under this Agreement and neither of the Parties will have the right
for reimbursement of any possible damages by the other Party.
15. PUBLICITY
Neither Party shall use the other Party name in publicity or press releases
without prior consent.
16. GENERAL PROVISIONS
These terms and conditions constitute the entire agreement between the Parties
and supersede any other verbal or written understandings regarding the Service
described in this Agreement. It is expressly understood that commercial
representatives of METROCOM, have no authority to bind METROCOM or to alter the
terms and conditions of this Agreement. Failure of either party to insist on
strict performance of any of these terms and conditions shall not be deemed a
waiver thereof. If any provisions of this Agreement are held to be
unenforceable, the remaining provisions of this Agreement shall remain in
effect. This Agreement shall be governed by the laws of Russian Federation.
17. LEGAL ADDRESSES OF THE PARTIES
CUSTOMER: VI Internet Telecommunications Inc.
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Tel. (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Banking
Bank of Montreal
Address: ▇▇▇ ▇▇.▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Account # ▇▇▇▇▇▇▇ Swift
METROCOM:
Legal Address: 198013, SPb, ▇▇▇▇▇▇▇▇▇ ▇▇.,▇▇
Address: 191025, Russia, ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇., ▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Banking
Bank of New York Account #890 -0060-166
SWIFT: ICSPRU2P Industry Construction Bank,
Construction Branch Account # 40702840572005000270
▇▇▇▇▇▇▇▇▇▇
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List of Exhibits:
?. List of Customer Assigned Contacts (1 page)
B. Performance Standards (1 page)
C. Approved Contractual Price Protocol ( page)
VI Internet Telecommunications Inc. METROCOM
Name ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title CEO Title General Director
acting in the strength of the Charter Acting in the strength of Chapter
Signature Signature
Date Date
Exhibit A
to Agreement
of June 09, 1999
LIST OF CUSTOMER ASSIGNED CONTACTS
FOR IMPLEMENTATION OF AGREEMENT
------------------------------------------ ---------------------------------- ----------------------------------
Name Position Phone/Fax
------------------------------------------ ---------------------------------- ----------------------------------
------------------------------------------ ---------------------------------- ----------------------------------
Administrative Representative:
------------------------------------------ ---------------------------------- ----------------------------------
------------------------------------------ ---------------------------------- ----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Chief Executive Officer Office: ▇▇▇-▇▇▇-▇▇▇▇
Cell: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Email: djlabell@supernet .ca
------------------------------------------ ---------------------------------- ----------------------------------
------------------------------------------ ---------------------------------- ----------------------------------
Technical Representative:
------------------------------------------ ---------------------------------- ----------------------------------
------------------------------------------ ---------------------------------- ----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ Director of Operations-Montreal Office: 514-878-1555
Pager: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇.▇▇▇
------------------------------------------ ---------------------------------- ----------------------------------
------------------------------------------ ---------------------------------- ----------------------------------
LIST OF METROCOM ASSIGNED CONTACTS
FOR IMPLEMENTATION OF AGREEMENT
------------------------------------------- ------------------------------ -------------------------------------
Name Position Phone/Fax
------------------------------------------- ------------------------------ -------------------------------------
------------------------------------------- ------------------------------ -------------------------------------
Administrative Representative:
------------------------------------------- ------------------------------ -------------------------------------
------------------------------------------- ------------------------------ -------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Deputy M&D Director Phone ▇▇ ▇▇▇ ▇▇▇-▇▇▇▇
Fax ▇▇ ▇▇▇ ▇▇▇-▇▇▇▇
e-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇
------------------------------------------- ------------------------------ -------------------------------------
------------------------------------------- ------------------------------ -------------------------------------
Technical Representative:
------------------------------------------- ------------------------------ -------------------------------------
------------------------------------------- ------------------------------ -------------------------------------
Tech on Duty (24 hours) Phone ▇▇ ▇▇▇ ▇▇▇-▇▇▇▇
Fax ▇▇ ▇▇▇ ▇▇▇-▇▇▇▇
e-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇
------------------------------------------- ------------------------------ -------------------------------------
VI Internet Telecommunications Inc. METROCOM
Name ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title CEO Title General Director
Signature Signature
Date Date
Exhibit B
to Agreement
of June 09, 1999
SERVICE DESCRIPTION AND Performance Standards
1. 256 kbps Service
256 kbps service is a digital line, which may be used for simultaneous two-way
transmission of voice, data, or other digitally encoded information signals. 256
kbps service provided by METROCOM is designed to provide an average performance
of at 99.95% error free seconds of transmission over a continuous twenty-four
(24) period. Error probability of a single symbol in the channel provided by
METROCOM does not exceed 1x10-10
2. E1 Service
E1 Service is a digital line, which may be used for simultaneous two-way
transmission of voice, data, or other digitally encoded information signals. E1
(2,048 Mbps transmission rate) service provided by METROCOM is designed to
provide an average performance of at 99.95% error free seconds of transmission
over a continuous twenty-four (24) period. Error probability of a single symbol
in the channel provided by METROCOM does not exceed 1x10-10
3. Error Free Second
An error free second is defined as any one-second time period in which there are
no bit errors during the transmission of data.
4. Service Availability
Criteria of availability or unavailability of the provided channel comply with
Rec.G.821 ITU
VI Internet Telecommunications Inc. METROCOM
Name. ▇▇▇▇▇ ▇. Labell______ Name. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: CEO Title: General Director
Signature:_____________________________________ Signature:__________________
Date:__________________________________________ Date:_______________________
Exhibit C
to Agreement
of June 09, 1999
CONTRACTUAL PRICE APPROVAL PROTOCOL
All equivalent amounts stipulated in this Protocol are payable in US dollars
I. Charges
Installation Charge:
--------------------------------------------------------------------------------
Equivalent charge
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
$7,500
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total installation charge: $ 7,500 (Seven thousand five hundred US Dollars)
plus VAT (20%)
--------------------------------------------------------------------------------
Monthly Recurring Charge:
--------------------------------------------------------------------------------
Equivalent charge for the Service
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
$ 35,800
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total monthly charge: $ 35,800 (Thirty five thousand eight hundred US Dollars)
plus VAT (20%)
--------------------------------------------------------------------------------
II. Payee: Joint Stock Company METROCOM
------
VI Internet Telecommunications Inc. METROCOM
Name_____ ▇▇▇▇▇ ▇.▇▇▇▇▇▇ Name_____ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title CEO Title____ General Director
Acting in the strength of the Charter acting in the strength of Charter
Signature Signature
Date Date
