Agreement on Joint Traffic
between
Tele Denmark A/S
and
Nordiska Tele8
2
18 December 1997
Contents
1. PREAMBLE 3
2. DEFINITIONS 3
3. BASIC JOINT TRAFFIC SERVICES 7
3.1 JOINT TRAFFIC SERVICES OFFERED 7
3.2 JOINT TRAFFIC POINTS, ETC. 8
3.3 ORDERING, SETTING UP AND OPERATION 8
3.4 PRICES 8
3.5 DEBITABLE TIME 9
4. TRANSMISSION CAPACITY 9
5. SIGNAL SYSTEM NO. 7 9
6. OTHER NETWORK SERVICES 9
7. OTHER SERVICES 9
8. TRAFFIC WITHOUT CONTRACTUAL COVER 9
9. REGISTRATION AND ▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇. PLEADING OF SECURITY 10
11. TECHNICAL SPECIFICATIONS 10
12. A NUMBER TRANSFER AND PRESENTATION 11
13. IMPLEMENTATION OF NUMBER PLAN, ETC. 11
14. OPERATION AND MAINTENANCE 11
15. CONFIDENTIALITY 11
16. DUTY OF DISCLOSURE/INTELLECTUAL PROPERTY RIGHTS 12
17. LIABILITY AND FORCE MAJEURE 12
18. ASSIGNMENT OF RIGHTS TO A THIRD PARTY 13
19. EQUALITY CLAUSE 13
20. AMENDMENT OF THE AGREEMENT 13
21. DATE OF COMMENCEMENT AND NOTICE OF ▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇. DISPUTES AND SETTLEMENT 14
APPENDICES 15
Agreement Tele8 Page 2 of 14
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1. Preamble
WHEREAS, in pursuance of the Danish Act on competitive conditions and joint
traffic in the telecommunications sector, as amended by Danish Act no.391 of
10 June 1997,
Nordiska Tele8, ▇.▇. ▇▇▇ ▇▇, ▇-▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
(hereinafter called the Operator)
has requested
Tele Denmark A/S, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇
(hereinafter called TDK)
to enter into an agreement on the interconnection of TDK's and the Operator's
telephone networks and on the leasing of transmission capacity on special
terms and conditions.
And, WHEREAS, in pursuance of the above Act, TDK has granted the request, NOW,
THEREFORE, the parties have entered into the following agreement.
To the extent to which the present Agreement comprises services, obligations,
etc. which are not covered by the concept of "joint traffic" in accordance
with the Danish Act on competitive conditions and joint traffic in the
telecommunications sector, as amended by Danish Act no.391 of 10 June 1997,
the joint traffic regulation in force from time to time may only be invoked
for the services governed by said regulation.
2. Definitions
Unless otherwise stipulated in the present Agreement, the definitions stated
below shall apply:
"A subscriber" the terminal making the call
"access connection" access connection is a route between an
address at the Operator and the local
exchange/repeated station of this address at
Tele Denmark
"access service" a service which gives a party access to offer
his services to customers which are connected
to the other party's network via the network
connection
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18 December 1997
"settlement information" the following information about calls from
customers in the relevant settlement period:
a) the A subscriber's telephone number
b) the B subscriber's telephone number
c) the duration of the call in minutes and
seconds used from B reply to
disconnection
d) date and time of B reply
e) as agreed between the parties, any
special charges in connection with the
call.
"rejection" the frequency with which an attempted call is
rejected or blocked in the parties' networks
"working day" defined as Monday to Friday, inclusive,
except for Danish Bank Holidays, Christmas
Eve, New Year's Day and the Danish
Constitution Day
"B subscriber" the terminal to which the A subscriber makes a
call
"basic joint traffic services where a party makes connection
services" a joint traffic point and another joint
traffic point or a customer available to the
other party's supply of services
"basic services" basic carrier services, services and
facilities which can be used to provide
telecommunications services to end users
"B reply" a return signal regarding a central line
(joint traffic connection) which is sent from
the exchange and which indicates that the B
subscriber has answered the call
"CLI" transfer of information about the A
subscriber's number
"CLIR" marking which indicates that the transferred A
number must not be passed on to the B
subscriber in any form
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"the present Agreement" the present Agreement with all Appendices and
riders approved in writing by both parties
"force majeure" all circumstances beyond the control of a
party including (but not limited to) acts of
God, hard ▇▇▇▇▇▇▇, insurrection or civil
unrest, war or military operations, national
and local emergency situations, Government
actions or omissions, fire, lightening,
explosions and strikes or lockouts
"confidential information" know-how, ideas, notions, concepts,
technology, manufacturing processes, business,
market and trade knowledge of a confidential
nature (be it in intangible or tangible form)
which concern or have been developed in
connection with or for use for the parties'
respective business in accordance with the
present Agreement, but information which is or
becomes available to the public in some other
way than by one of the parties' breach of his
contractual obligations shall not be included
"general joint traffic" joint traffic through the general joint
traffic exchanges designated by TDK, cf.
Appendix C
"intellectual property inventions, patents, designs, copyrights,
rights" trademarks, patterns, business marks, logos
and technical equipment, know-how and business
secrets and all other rights and interests
which are protected by law whether they are
registered or not
"joint traffic charges charges which are settled for each call in
per call" connection with B reply
"circuit-switched a network in which the information is
networks" transferred between subscribers via circuits
which can be made available to the subscribers
on request and in which information can be
sent as required as long as the connection
exists
"local joint traffic" joint traffic to customers under the operating
system to which the interconnect connection
used is connected
"mobile networks" networks which are based on terminals without
geographical affiliation
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"disconnection" disconnection of the connection between A
subscriber and B subscriber (clear forward
signal), cf. CCITT rec. D150 of 1988
"networks" mean a circuit-switched telephony network in
the present Agreement
"joint traffic connection between the parties' networks
connections"
"joint traffic area" an area in TDK's fixed telephone network which
is operated by a couple of general joint
traffic exchanges. The areas can be
demarcated on the basis of the first digit in
TDK's geographical numbering plan as 3, 4, 5,
(6-7) and (8-9). The term only refers to
general joint traffic.
"joint traffic point" a point in one of the parties' networks where
there is access to exchange joint traffic
"termination service" is a service under which one of the parties
terminates a call which originates from or
through the other party's network
"total breakdown" breakdown of operations in the networks or
connections of TDK and the Operator,
respectively, which prevents communication
between the geographical areas affected
"transit service" is a service where one of the parties
transfers a call from the other party to a
third party's network
"transmission capacity" shares of the capacity in one of the parties'
transmission networks
"transport connection" a route between two of the exchange/repeater
stations of TDK
Agreement Tele8 Page 6 of 14
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Joint Traffic, Specific Part
3. Basic Joint Traffic Services
3.1 Joint Traffic Services Offered
TDK will offer the following basic joint traffic services:
a) Termination of traffic from the Operator's network in TDK's network
b) Termination of traffic from the Operator's network in other Danish
fixed networks via TDK's network
c) Termination of traffic from the Operator's network in foreign networks
via TDK's network
d) Access for Operators to traffic from TDK's network or via TDK's network
e) Transit through TDK's network to other operators' network in Denmark
f) Termination of traffic from the Operator's network in mobile network
via TDK's network
In accordance with a separate agreement, the Operator may offer the following
basic joint traffic services:
g) Termination of traffic from TDK's network in the Operator's fixed
network
h) Termination of traffic from TDK's network in other Danish networks via
the Operator's network
i) Termination of traffic from TDK's network in foreign networks via the
Operator's network
j) Access for TDK to traffic from the Operator's network
k) Transit through the Operator's network to other operators' networks in
Denmark
l) Termination of traffic from TDK's network in the Operator's mobile
network
Commissioning of the above services shall require special ordering. However,
this shall not apply to joint traffic services which have been ordered in
accordance with the existing Interconnect Agreement at the time at which the
present Agreement enters into force.
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In connection with the termination services, the receiving operation will not
debit his customer (B subscriber) except for what he may debit for incoming
calls from his own network.
In connection with the access services, the sending operator will not debit
the A subscriber for such services. Any supplementary services may be debited
at non-discriminatory rates.
3.2 Joint Traffic Points, Etc.
TDK's network is divided up into five joint traffic areas with at least two
joint traffic points in each area as stated in Appendix C. These joint
traffic points may be used by the Operator for joint traffic in general
(general joint traffic).
In addition, TDK offers to set up joint traffic points on digital subscriber
exchanges for use in termination to or access to traffic from customers
connected to the exchange in question (local joint traffic).
3.3 Ordering, Setting Up and Operation
Following the placing of an order from the Operator, TDK shall set up or
change joint traffic points in TDK's network. The time of delivery and the
price for setting up and operating joint traffic points are specified in
Appendix C.
TDK shall be under an obligation to extend TDK's network in line with the
capacity ordered by the Operator and the traffic forecasts provided by the
Operator. Joint traffic will meet the same rejection in TDK's network as
other traffic, including TDK's own traffic, for which a rejection rate target
of 2% during peak time has bee set. Joint traffic will meet the same
rejection in the Operator's network as other traffic, including the Operator's
own traffic, for which a rejection rate target of 2% during peak time has been
set.
Unless otherwise agreed in writing, the joint traffic capacity at the general
joint traffic points shall be distributed equally between the two joint
traffic points in a joint traffic area.
If the joint traffic volume for a connected joint traffic area is below 1.7
million minutes per 30 group (2 Mbit/s system), calculated as an average over
all 30 groups for general joint traffic points in a joint traffic area, the
Operator shall pay a price for the short volume equivalent to 60% of the peak
charge for termination of traffic in the joint traffic area. The joint
traffic volume will be stated per calendar year; extensions of the joint
traffic capacity will be charged on a pro rata basis.
An equivalent minimum requirement will not be fixed for local joint traffic.
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3.4 Prices
Prices for basic joint traffic services are stated in Appendix A. Either of
the parties may, at minimum two (2) months' notice to a new quarter, raise of
lower their prices for the basic joint traffic services and other network
services which they each offer to the other party.
3.5 Debitable Time
Debitable calls are those for which a B reply is sent/received. The debitable
time is conversation time in accordance with Section 1.2.2 of CCITT
recommendation D.150 of 1988.
The total debitable time for a joint traffic service shall be stated every
calendar month as a total of the debitable time in seconds for all calls
regarding the service in question rounded to whole minutes.
Unless otherwise agreed, the Operator may only send the tone signals
"engaged," "ringing," "block" and "error" or directly equivalent voice
messages without first sending a B reply.
4. Transmission Capacity
Following an order from the Operator, TDK shall make transmission capacity and
other transmission services available in accordance with the specifications,
procedures and terms and conditions laid down in Appendix E.
5. Signal System ▇▇. ▇
▇▇▇▇ ▇▇▇▇▇▇▇ shall offer the Operator access to use the company's SS7 network.
The terms and conditions and rates are stated in Appendix J.
6. Other Network Services
Either party shall offer the other party access to supplementary network
services in accordance with the specifications and terms and conditions laid
down in Appendix B.
7. Other Services
TDK will enter the Operator's customers in telephone directories and number
base and keep such entries up to date. The prices and terms for this shall be
agreed separately.
TDK will offer the Operator billing on separate invoices in accordance with
separately fixed terms and conditions where technically possible.
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8. Traffic without Contractual Cover
The sending party shall be under an obligation to ensure that joint traffic
services which have not been ordered are blocked. The receiving party may
choose to block the traffic relations in question or settle the traffic at
customer prices.
9. Registration and Settlement
Each party shall provide the other party with settlement information about
traffic which originates from the party in question's own network.
Settlement between the parties shall take place on the basis of itemised
invoices with a statement of the services which are debited.
Charges for basic joint traffic services shall be paid quarterly in arrears on
the basis of the settlement periods, which end at midnight on the last day of
a calendar quarter. The parties shall issue an invoice before the end of the
following month. Due amounts shall subsequently be paid before the end of the
second month after the calendar quarter in question.
Charges for services shall be paid at the latest thirty (30) days from the end
of the month in which an invoice is issued.
Irrespective of any disagreement between the parties about an invoiced amount,
the invoice amount shall be paid in full if the amount in dispute amounts to
less than 5% of the total invoice amount. Payment in accordance with the
above shall have no prejudicial effect. All amounts in the present Agreement
are quoted in Danish kroner exclusive of VAT.
Each party shall be responsible for the collection from his own customers.
For use in connection with collection from the customers, the parties shall,
moreover, make available any information about joint traffic which may
reasonably be requested.
10. Pleading of Security
Tele Denmark shall be entitled to demand an irrevocable guarantee payable on
demand from a bank approved by Tele Denmark, a parent company guarantee or
equivalent security for services ordered by the Operator. For traffic, Tele
Denmark may solely demand a guarantee for the traffic forecast in two
quarters.
11. Technical Specifications
Principles for routing calls and delivery of calls between the parties'
networks have been laid down in Appendix F.
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12. A Number Transfer and Presentation
The parties shall transfer the A number (CLI) for all subscribers insofar as
possible. No separate fee will be paid for this. The parties shall always
respect CLIR marking of numbers so that CLIR-marked numbers are solely used
for debiting, settlement and statistics in connection with the parties' supply
of telephony services or, in accordance with agreement, for the provision of
supplementary services, but they must never be passed on technically or in
other way to B subscribers. If it is documented that a party is repeatedly in
breach of this confidentiality, the other party shall be entitled to
disconnect the transfer of A numbers at twenty-four (24) hours' notice until
there is adequate security against a repeat of the breach.
13. Implementation of Number Plan, Etc.
Both parties shall be entitled to demand that costs incurred for the
implementation and change of a prefix, number plan, etc. be covered by the
party on whose behalf the change is made. Prices and terms and conditions for
the implementation of number changes are stated in Appendix C.
14. Operation and Maintenance
Guidelines for the technical and operational quality as well as the parties'
cooperation in connection with operational disruptions, etc., are governed by
Appendix D.
General Conditions
15. Confidentiality
Subject to the reservations below, the parties shall be under an obligation to
ensure the maintenance of secrecy of all information received from the other
party and declared to be confidential by him.
Exempt from this shall be information which:
- has come to the knowledge of the receiving party in an independent manner,
or
- is or becomes accessible to the public in some other way than by breach of
the duty of confidentiality.
The parties shall be under an obligation to provide information to the public
authorities to comply with statutory obligations or with a view to
safeguarding their lawful interests. Upon the provision of information, the
party in question shall be under an obligation to make such disclosure subject
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to confidentiality to the greatest possible extent and shall forward a copy of
the information disclosed to the other party.
Confidential information may only be used for the purposed which was the
reason for the disclosure and/or to make it possible to meet the parties'
obligations in accordance with the present Agreement.
Confidential information must not be disclosed internally among the parties to
other parties than those who require the information in connection with the
performance of their duties in accordance with the present Agreement.
The provisions on confidentiality shall apply for five (5) years from the
termination or expiry of the present Agreement. TDK shall be under an
obligation not to provide Tele Denmark Mobil with any information whatsoever
without prior written agreement with Mobilix.
Nothing in the present Agreement shall limit the application of Section 3(6)
of the Danish Act on competitive conditions and joint traffic in the
telecommunications sector.
The parties agree that TDK will submit the Agreement to the Danish
Telecommunications Agency on behalf of both parties.
16. Duty of Disclosure/Intellectual Property Rights
The parties shall supply each other with all technical information covered by
the parties' present and future intellectual property rights solely against
payment of the costs connected with such supply provided that such information
is necessary to ensure the correct performance of the present Agreement, and
the parties shall, on the same condition and on the same terms, grant each
other a right to use their intellectual property rights, including their own
version and modifications of SS7 signalling.
17. Liability and Force Majeure
The parties shall perform their contractual duties with the due care and
competence which can be expected of a competent telecommunications operator.
Each of the parties shall be liable to pay damages to the other party in
accordance with the general provisions of Danish law, cf., however, the
limitations stipulated below. Neither of the parties shall be liable for any
indirect loss incurred by the other party, including operating loss and loss
of profits, or for claims made by a third party.
Neither of the parties shall be liable to the other party for any non-
performance or non-compliance with a provision in the present Agreement which
is due to force majeure. Force majeure may only be claimed if a party
notifies the other party without delay of the reason, the expected extent and
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the expected duration of his inability to perform his obligations. Upon the
cessation or change of the force majeure, the party which has been affected by
the force majeure shall immediately notify the other party. In the event of
one of the parties only being partly prevented from meeting his obligations,
except for liabilities to pay, due to force majeure, the party in question
shall be under an obligation to divide his unaffected deliveries equally
between the other party and other customers.
18. Assignment of Rights to a Third Party
Neither of the parties may assign rights or obligations in accordance with the
present Agreement to a third party without the other party's written consent.
However, either of the parties shall be entitled to assign his rights and
obligations in accordance with the present Agreement to another company within
the same group, provided that any relevant licences and permits are
transferred to the assignee and that the assignee takes over all obligations
and liabilities in accordance with the present Agreement from the assignor.
19. Equality Clause
TDK states that before the conclusion of the present Agreement, the agreements
listed in Appendix H on joint traffic in pursuance of sec. 2(2) of the Danish
Act on competitive conditions and joint traffic in the telecommunications
sector have been entered into. TDK shall be under an obligation to forward
any such future agreements or amendments to agreements to the Operator to the
extent to which they are made public. At the request of the Operator within
one (1) month from the forwarding of an agreement with significantly amended
terms and conditions, TDK shall be under an obligation, in accordance with
sec. 2(2), to offer the terms and conditions of the agreement to the Operator
with commencement from the same date as the date of commencement of the
forwarded agreement.
20. Amendment of the Agreement
Either party shall be entitled to demand a renegotiation of the Agreement if
the basis for the Agreement has changed considerably or if there is some other
reasonable ground for this. Such renegotiation shall be commenced not later
than two (2) months from when the demand was made. Such a demand shall not
result in a termination of joint traffic, and the terms and conditions of the
Agreement shall apply unamended, unless otherwise agreed, until a new
agreement has been entered into between the parties or by application of
Clause 22.
Either party shall be entitled to demand renegotiation of prices in the
present Agreement once per annum. Any changes in prices shall not entail any
other amendments to the Agreement.
21. Date of Commencement and Notice of Termination
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18 December 1997
Unless otherwise agreed, the date of commencement of the present Agreement
shall be 1 January 1998. The Agreement shall remain in force until notice of
termination is given in accordance with the below provisions.
Either party shall be entitled to terminate the Agreement in writing with
immediate effect if:
- the other party fails to pay due amounts following a reminder which states
the final time for payment and which states that failure to meet the time
for payment may result in termination of joint traffic,
- the other party suspends his payments, enters into liquidation or becomes
insolvent,
- the other party is in breach of a material contractual obligation and fails
to remedy such breach within thirty (30) days from receipt of notice
specifying the breach and demanding remedial action or if the breach
concerns a disruption of the function of the network, and the other party
fails to remedy this without undue delay,
- the other party has been affected by force majeure of a duration which
exceeds six (6) months.
Either of the parties shall be entitled to terminate the Agreement at one (1)
year's notice from time to time.
22. Disputes and Settlement
The present Agreement shall be governed and construed in accordance with
Danish law.
The parties shall be under an obligation to attempt to settle any disputes
amicably by negotiation if at all possible, including any disagreements on the
construction of the Agreement. In the event of a failure to reach an
agreement, any dispute between the parties arising out of or in connection
with the present Agreement shall be settled by arbitration in accordance with
the Rules on the hearing of cases by the Danish Institute of Arbitration
(Copenhagen Arbitration).
The above shall not limit the parties' rights to bring questions regarding the
construction and application of the present Agreement before administrative
public authorities in accordance with existing law.
---------------- -------------------------------------------
For Tele Denmark For the Operator
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18 December ▇▇▇▇
▇▇▇▇▇▇▇▇ A Prices for Basic Joint Traffic Services
1. General Conditions
The present Appendix covers the charges for joint traffic between TDK's and
the Operator's basic joint traffic services.
The following general principles apply:
- All the stated joint traffic charges are exclusive of VAT
- The joint traffic charges stated in minutes are payable in accordance with
real time debiting form B reply to disconnection.
- The joint traffic charges stated per call are payable upon B reply and are
known as a call charge.
- the peak rate is Monday to Saturday 8:00 - 19:30. The period outside these
hours is called the off-peak rate period.
2. Basic Services between TDK's Customers and the Operator's Customers
a) Termination of Traffic from the operator's network in TDK's network
*
B) Termination of traffic form the Operator's network in other Danish fixed
networks via TDK's network
*
C) Termination of traffic from the Operator's network in foreign networks via
TDK's network
*
D) Access for the Operator to traffic from TDK's network or via TDK's network
*
E) Termination of traffic from the Operator's network in mobile network via
TDK's network
*
G) Termination of Traffic from the Operator's fixed network
*
H) Termination of traffic from TDK's network in other Danish networks via the
Operator's network
*
I) Termination of traffic from TDK's network in foreign networks via the
Operator's network
*
J) Access for TDK to traffic from the Operator's mobile network
*
Appendix A Tele8 Page 1 of 2
*Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.
16
18 December 1997
K) Transmit through the Operator's network to other operator's networks in
Denmark
*
L) Termination of traffic from TDK's network in the Operator's mobile network
*
4 Joint Rates
*
Appendix A Tele8 Page 1 of 2
*Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.
