Exhibit 4.8
COOPERATION AGREEMENT
ON
THE INTERCONNECTION BETWEEN TELKOM'S FIXED NETWORK AND
INDOSAT'S LOCAL FIXED NETWORK
AND THE SETTLEMENT OF THE INTERCONNECTION FINANCIAL
RIGHTS AND OBLIGATIONS
NUMBER: PKS.162/HK810/OPSAR-00/2002
NUMBER: 26/DNI/HK720/02
[LOGO OF TELKOM]
BETWEEN
PT TELEKOMUNIKASI INDONESIA (PERSERO), TBK
AND
PT INDOSAT (PERSERO), TBK
COOPERATION AGREEMENT
BETWEEN
PT TELEKOMUNIKASI INDONESIA (PERSERO), TBK
AND
PT INDOSAT (PERSERO), TBK
ON
THE INTERCONNECTION BETWEEN TELKOM'S FIXED NETWORK AND
INDOSAT'S LOCAL FIXED NETWORK
AND THE SETTLEMENT OF THE INTERCONNECTION FINANCIAL
RIGHTS AND OBLIGATIONS
NUMBER: PKS.162/HK810/OPSAR-00/2002
NUMBER: 26/DNI/HK720/02
This Agreement is made in Jakarta on TUESDAY, the THIRD DAY of SEPTEMBER two
thousand two, by and between:
I. PT TELEKOMUNIKASI INDONESIA (PERSERO), TBK, a company operating
domestic telecommunications network and services, whose Articles of
Association were published in the State Gazette of the Republic of
Indonesia Number 5 of 17 January 1992, Supplement Number 210, as
amended and published most recently in State Gazette of the Republic of
Indonesia No. 45 of 4 May 2002, Supplement Number 5495, domiciled on
Xxxxx Xxxxxx Xx. 0, Xxxxxxx 00000, in this legal action duly
represented by KRISTIONO, its PRESIDENT DIRECTOR, hereinafter referred
to as "TELKOM",
II. PT INDOSAT (PERSERO), TBK, established pursuant to the Deed of the
Notary XX Xxxxxxxxx No. 55 of 10 November 1967, as amended several
times and most recently by the Deed of the Notary Poerbaningsih Adi
Warsito, Sarjana Hukum No. 33 of 10 May 2001, domiciled on Xxxxx Xxxxx
Xxxxxxx Xxxxx Xx. 00, Xxxxxxx 00000, in this legal action duly
represented by WIDYA PURNAMA, its PRESIDENT DIRECTOR, hereinafter
referred to as "INDOSAT".
In this Agreement, TELKOM and INDOSAT are individually referred to as the
"Party", and collectively as the "Parties".
BACKGROUND:
a. Under the prevailing regulations, TELKOM and INDOSAT are the operators
of telecommunication networks and services in Indonesia;
b. Pursuant to the Minister of Transportation's Letter Number PT.003/8/22
Phb-2002 of 25 July 2002 regarding the Confirmation of the Principle
License For Provision of Telecommunication Networks, INDOSAT's
Principle License for the Provision of Local Basic Telecommunication
Services on the basis of Minister of Transportation and
Telecommunications' Letter Number PT.003/6/2 Phb-2002 of 7 September
2000, that would be applicable as the Principle License for the
Provision of Local Fixed Networks;
c. Pursuant to the Minister of Transportation's Letter Number PT.003/9/2
Phb-2002 of 1 August 2002 regarding Operational License For Provision
Of Local Basic Telecommunications Services, INDOSAT has obtained an
Operational License for the Provision of Local Fixed Network;
d. Pursuant to the Director General of Post and Telecommunications' Letter
Number 822/XXXXXX/IV/2002 of 26 April 2002 regarding the Numbers for
Customers of Local Fixed Network, INDOSAT has obtained a license to use
a range of numbers for Customers in providing its services;
e. Pursuant to paragraph 6 of the Minister of Transportation and
Telecommunications' Letter Number PT.003/6/2 Phb-2000 of 7 September
2000, the Press Release of Coordinating Minister for Economy of 31 July
2002 and Minister of Transportation's letter No. PT.003/9/2 Phb-2002 of
1 August 2002, the compensation for early termination of the exclusive
right for operating local basic telecommunications services shall be
the obligation of the Government, which form and value shall be based
upon valuation by an independent appraiser and shall have the prior
approval of TELKOM's GMS;
f. In order to provide local fixed network and basic telephony services,
INDOSAT has performed the Interconnection Test, the implementation of
which is set forth in the Cooperation Agreement on the Interconnection
Test for Local Fixed Networks of INDOSAT
Number: PKS.136/HK.840/NISJASTEL-00/2002
Number: 16/DNI/HK.720/02 of 15 July 2002,
and needs to cooperate with TELKOM to make an interconnection between
TELKOM's Fixed Network and INDOSAT's Local Fixed Network.
NOW, THEREFORE, the Parties agree to enter into this Cooperation Agreement on
Interconnection Between TELKOM's Fixed Network And INDOSAT's Local Fixed
Network and Settlement of Interconnection Financial Rights and Obligations,
hereinafter referred to as the "Agreement", subject to terms and conditions as
follows:
CHAPTER I
GENERAL PROVISIONS
ARTICLE 1
DEFINITIONS
Unless the context requires otherwise, the Parties agree to define the following
terms:
1. "SERVICE AREA" means a territory identified as one service unit in a
numbering territory which is determined as a local coverage with the
point of charging.
2. "INTERCONNECTION FEE" means the financial compensation for
Interconnection services, which must be paid by the original network
operator to the receiving network operator.
3. "MINUTES OF RECONCILIATION" means the minutes concerning the outcome of
reconciliation used as the basis for the final settlement of
Interconnection rights and obligations of the Parties in a certain
period.
4. "MINUTES OF SETTLEMENT" means the minutes concerning settlement of data
considered true and used as a basis for settlement of Interconnection
rights and obligations of the Parties.
5. "MINUTES OF INTERIM SETTLEMENT" means the minutes concerning settlement
of which the data is considered to be not yet true and is subject to
further examination and used as a basis for the interim payment of
Interconnection rights and obligations.
6. "TERMINATION FEE" means all the Interconnection Fees that shall be the
responsibility of, and payable by, the original Network Operator for
the transmission of the transit traffic terminated to operators other
than the Parties to this agreement.
7. "XXXX PERIOD CLOSURE" means the provision which states that traffic
data which is unlikely to be settled in reconciliation will be closed
and not be changed after the lapse of an agreed certain period.
8. "INTERCONNECTION BILLING" means the billing among the
telecommunications network operators and used as a basis for the
calculation of payment of Interconnection rights and obligations which
is the outcome of the incoming call
CDR rating that contains the number of calls, duration and the sum of
money in Rupiah in a certain period.
9. "CALL SCENARIO" means any type of Interconnection Calls serviceable by
the Exchange Gate, whether the type is a direct call or transit call.
10. "CDR" (Call Data Record) means the data record of Interconnection Calls
from TELKOM's Fixed Network to INDOSAT's Local Fixed Network and vice
versa necessary for the financial calculation of Interconnection.
11. "INTERCONNECTION DIMENSION" means the number/capacity of
circuits/canals between TELKOM's Gate Exchange and INDOSAT's Gate
Exchange used for the transmission of Interconnection calls traffic.
12. "DIRECTOR GENERAL" means the Director General whose scope of work and
responsibility covers the telecommunications sector.
13. "DIVNET" (Network Division) means TELKOM's management unit of Long
Distance Telecommunications Network covering the telecommunications
network from the sides of the Secondary Toll Exchange to the Tertiary
Toll Exchange.
14. "DIVRE" (Regional Division) means TELKOM's management unit of
telecommunications services in the region covering the
telecommunications network from the Border Terminal Box (KTB) to the
Primary Toll Exchange.
15. "CORRECTION FACTOR" means a formula for the financial calculation of
Interconnection which data cannot be obtained in full from the calls
recording source or any other data sources.
16. "CONTROL FILES" means files containing the standard data parameter
utilized as the true and valid reference data as the basic standard for
the application of telecommunications services tariff.
17. "INTERCONNECTION" means the connection between TELKOM's Fixed Network
and INDOSAT's Local Fixed Network.
18. "TELKOM'S LONG DISTANCE NETWORK" means a network among different area
code controlled and/or managed by TELKOM for the provision of domestic
long distance telecommunications services.
19. "TELECOMMUNICATIONS NETWORK" means a set of telecommunications devices
and any part thereof used for the purpose of telecommunications.
20. "INDOSAT'S LOCAL FIXED NETWORK" means the Local Fixed Network used to
provide INDOSAT's basic telephony services in accordance with the
exclusive right of the Parties.
21. "TELECOMMUNICATION SERVICES" means telecommunications services that
meet telecommunication needs by using the telecommunications network.
22. "INTERCONNECTION OBLIGATION" means the financial obligation payable by
one Party to the other Party in connection with the Interconnection
Calls.
23. "INTERCONNECTION LINK" means the link used for the purpose of the
transmission of Interconnection traffic which connects TELKOM's Gate
Exchange and INDOSAT's Gate Exchange.
24. "MINISTER" means the Minister whose scope of work and responsibility
covers telecommunications sector.
25. "MSC" (Mobile Switching Center) means the Central Exchange of STBS
services and functions as the STBS Exchange Gate which is a gate to the
STBS network and which directly connects to TELKOM's exchange gate
through the point of interconnection .
26. "NON PSTN" means one of, or a combination of, the provisions of local
fixed network, long distance call fixed network and international call
fixed network or any other networks, including basic telephony
services, value added services and any other services provided through
such networks without any switching.
27. "NPK" (Financial Calculation Memorandum) means the list made monthly
setting forth the calculation of rights and obligations of each Party
arising from the Interconnection Call.
28. "INTERCONNECTION CALL" means any type of telecommunications connected
through the Point of Interconnection.
29. "CONSUMER" means any individual, legal entity, Government institutions,
or any other entities, which utilize telecommunication services based
upon a contract or agreement with the Telecommunication Services
Operator.
30. "INTERCONNECTION SERVICES" means any services rendered by a network to
another network which enables the transmission of telecommunications
traffic from one network to another network.
31. "CUSTOMER" means any individual, legal entity, Government institution
which utilizes telecommunications network and/or services, the
utilization of which is not based upon a contract or agreement.
32. "USER" means both Consumer and Customer.
33. "FINANCIAL CALCULATION OF INTERCONNECTION" means the calculation
arising as a result of the Interconnection Call or the use of network,
which shall be the right of one Party and the obligation of another
Party.
34. "AGREEMENT" means the Cooperation Agreement on The Interconnection
Between TELKOM's Fixed Network And INDOSAT's Local Fixed Network,
Including The Settlement of The Interconnection Financial Rights and
Obligations, as stated in this document, including any schedules and
amendments.
35. "POC" (Point of Charging) means one of the local exchanges or a certain
location selected to represent another exchange or location as a point
where the call tariff is commenced, which is a coordinate point to
determine the air distance of a category of the use of
telecommunications services which shall be a basis to set the tariff.
36. "POI" (Point of Interconnection) means a point or physical location
where Interconnection occurs, which borders part of one network from
part of another network at the Interconnection in question. The Point
Of Interconnection is also a border point of rights and obligations
concerning the provision, management and maintenance of the network.
37. "POTI" (Point Of Termination for Interconnection) means the
distribution frame of the physical location of the Point Of
Interconnection.
38. "POTSI" (Point Of Terminating Signalling Interconnection) means the
point of terminating signaling interconnection CCS#7.
39. "PSTN" (Public Switched Telephone Network) means one of, or a
combination of, the provisions of local fixed network, long distance
call fixed network and international call fixed network or any other
networks, including basic telephony services and value added services
provided through such networks.
40. "RATING" means the process of determining costs of the Interconnection
Call based on the Interconnection tariff as set forth in the decree of
the Minister and/or the Parties' agreement.
41. "RECONCILIATION" means the process of verification and examination of
the settlement which is the renewal of the data of the Parties pursuant
to call data or any other Interconnection data held in a certain period
of time.
42. "RETAIL BILLING" means billing of the use of call traffic invoiced to
the Consumer.
43. "ROUTING" means the process of determining and using a route based on a
certain rule to transmit a message or to make a connection.
44. "GATE EXCHANGE" means any exchange owned by one Party in one network
which is a gate to another network and directly connects to the network
gate of another Party through the Point Of Interconnection.
45. "LOCAL EXCHANGE" means any exchange equipped with suitable facilities,
capability and interface to serve the Consumer.
46. "SETTLEMENT" means the outcome of the process of exchanging the
Interconnection billing and the acknowledgement of the Interconnection
right in a certain monthly period and is an obligation to be performed
by one Party to another Party.
47. "SGI" (International Gate Exchange) means the international
telecommunications network gate exchange which is a gate to the
telecommunications network of another countries and directly connects
to the national telecommunications network exchange thorough the Point
Of Interconnection.
48. "SPLIT ACCOUNT" means a separated account to save the collection of
TELKOM's Long Distance Telecommunications Services receivables.
49. "BASIC TRAFFIC" means the traffic used to make a long-term plan, in
which the figure shall be the average of the traffic charges within the
busiest 30-days during one year.
50. "TELKOM'S WORKING UNIT" means DIVNET, DIVRE and any other relevant
Working Unit.
ARTICLE 2
STRUCTURE OF THE AGREEMENT
(1) This Agreement consists of two parts, which are:
a. Articles of the Agreement.
b. All Schedules, including the List of Schedules.
(2) All Schedules listed in the List of Schedules shall constitute an
integral part of this Agreement and shall have the same legal effect as
the Articles of this Agreement.
(3) In the event of any inconsistency between the provisions of this
Agreement, the following order shall prevail:
a. Articles of the Agreement.
b. Schedules.
ARTICLE 3
SCOPE OF THE AGREEMENT
(1) TELKOM and INDOSAT agree to make the Interconnection between TELKOM's
Fixed Network and INDOSAT's Local Fixed Network, so that:
a. any User of TELKOM's Fixed Network may give or receive the
Interconnection Call to or from any User of INDOSAT's Local
Fixed Network.
b. any Telecommunications Services provided by TELKOM and/or in
cooperation with another operator may make the Interconnection
Call to and receive the Interconnection Call from the User of
INDOSAT's Local Fixed Network.
(2) This Agreement covers any cooperation in respect of the settlement of
Interconnection financial rights and obligations between the Parties.
(3) This Agreement shall constitute a basis for the making of the
Cooperation Agreement on Use of Facilities and Resources as well as the
Operational Cooperation Agreement between TELKOM c/q any relevant
Working Unit/ Division and INDOSAT.
ARTICLE 4
GENERAL CONDITIONS
In carrying out this Agreement, TELKOM and INDOSAT shall comply with the
prevailing regulations and their amendments, if any, including without
limitation the following regulations:
a. Law No. 36 of 1999 on Telecommunications.
b. Government Regulation No. 52 of 2000 on the Operation of
Telecommunications.
c. Decree of Minister of Transportation and Telecommunications Number KM.4
Year 2001 dated 16 January 2001 on the National Fundamental Technical
Plan of 2000.
d. Decree of Minister of Transportation Number KM.20 of 2000 on the
Operation of Telecommunications Network.
e. Decree of Minister of Transportation Number KM.21 of 2000 on the
Operation of Telecommunications Services.
f. Any other relevant regulations enacted by the Government.
CHAPTER II
INTERCONNECTION COOPERATION
ARTICLE 5
NETWORK CONFIGURATION
Configuration of INDOSAT's Local Fixed Network shall be as set forth in SCHEDULE
I.
ARTICLE 6
TECHNICAL REQUIREMENTS
Technical requirements for the Gate Exchange, POI, Signalling, Interconnection
Link, Interface Junctor and so forth shall be determined in accordance with the
applicable Fundamental Technical Plan and/or in accordance with the written
agreement of the Parties.
ARTICLE 7
TYPE AND POINT OF INTERCONNECTION
(1) The Point of Interconnection between TELKOM's Fixed Network and
INDOSAT's Local Fixed Network shall be at TELKOM's POTI Gate Exchange
for voice and TELKOM's POTSI STP for signal.
(2) INDOSAT's Local Fixed Network which is directly interconnected to
TELKOM's Gate Exchange as referred to in paragraph (1) shall be
INDOSAT's Gate Exchange.
(3) Technical configuration of the Point Of Interconnection as referred to
in paragraphs (1) and (2) is set forth in Schedule II.
ARTICLE 8
ROUTING REQUIREMENTS
(1) Implementation of the routing of the Parties shall be governed in
accordance with the applicable Fundamental Technical Plan, the
configuration of which is set forth in Schedule III.
(2) Routing of the Interconnection Call at TELKOM's Fixed Network shall be
governed by, and the responsibility of, TELKOM.
(3) Routing of the Interconnection Call at INDOSAT's Local Fixed Network
shall be governed by, and the responsibility of, INDOSAT.
(4) Routing of the Interconnection Call between the User of INDOSAT's Local
Fixed Network and STBS of other operators may be made through TELKOM's
Fixed Network.
(5) To the extent INDOSAT does not yet have the operational license for
Long Distance Call Network and TELKOM's exclusive right for the
provision of long distance call network and services is not yet
terminated, the routing of all the long distance call from the User of
INDOSAT's Local Fixed Network shall be made through TELKOM's long
distance network.
(6) Routing of an International Call of the Consumer of INDOSAT's Local
Fixed Network may be made through TELKOM's Fixed Network.
(7) The Parties agree not to terminate the traffic of non-PSTN to the
network of another Party before the Parties have entered into a written
agreement in respect thereof.
(8) Further provisions concerning routing, the overflow of traffic and its
operational implementation shall be set forth in the Operational
Cooperation Agreement between the relevant Working Units of TELKOM and
INDOSAT.
ARTICLE 9
REGULATION OF INTERCONNECTION DIMENSION
(1) The Interconnection dimension plan at the Point of Interconnection
shall be calculated based upon the basic traffic for the period of the
forthcoming three years and for each Interconnection route as set forth
in the Operational Cooperation Agreement.
(2) Implementation of the Interconnection dimension plan as referred to in
paragraph (1) shall be made quarterly or at the consent of the Parties
by taking into account the need for telecommunications traffic and the
rate of successful call with the Grade of Service of 1%.
(3) Amendment to the Interconnection dimension plan as referred to in
paragraph (1) may be made annually or in any other period with the
consent of the Parties.
(4) The Parties shall coordinate the preparation of the initial
requirements for the interconnection link.
ARTICLE 10
PROVISION OF INTERCONNECTION DEVICES
(1) Provision of Interconnection devices in the forms of junctor,
Interconnection link and interface devices in accordance with the
agreed Interconnection dimension, shall be the responsibility of
INDOSAT when the implementation of the Interconnection begins.
(2) Provision of xxxxxxxx and additional Interconnection devices relating
to addition of the Interconnection dimension in accordance with the
size of the Interconnection dimension at each side to the Point of
Interconnection shall be the responsibility of each Party.
(3) The Parties shall procure the provision of Interconnection devices as
referred to in paragraph (2) for the following three months.
(4) Any expenses arising as a result of the provision or addition of
Interconnection resources shall be borne by each Party in accordance
with its responsibility.
ARTICLE 11
NUMBERING SYSTEM
(1) The numbering system used by the Parties shall be in compliance with
the provisions set forth in the National Fundamental Technical Plan and
its amendments.
(2) The access code and the numbering system used are set forth in
principle in Schedule IV and will be set forth in detail in the
Operational Cooperation Agreement.
(3) Each Party shall procure such circumstances aimed at achieving the
conformity of the numbering system of the Parties.
ARTICLE 12
CHARGING OF INTERCONNECTION
(1) The Interconnection charging system used by the Parties shall be in
compliance with the provisions set forth in the National Fundamental
Technical Plan, any other regulations concerning the Interconnection
and/or the agreement of the Parties.
(2) The charging of the Interconnection used shall be based upon a
reasonable cost calculation.
(3) Each Party shall procure such circumstances aimed at achieving the
conformity of the charging system of the Parties.
(4) The Parties agree that the charging of the Interconnection shall be
made on any successful Interconnection Call.
ARTICLE 13
TECHNICAL STANDARDS AND THE UTILIZATION OF SIGNALS
(1) The signaling system used by the Parties shall be in compliance with
the provisions set forth in the National Fundamental Technical Plan.
(2) The signaling system used in principle is CCS-7 with R2 as an
alternative for TELKOM's Gate Exchange not yet using CCS-7 as set forth
in Schedule IV and will be set forth in detail in the Operational
Cooperation Agreement.
(3) Each Party shall procure such circumstances aimed at achieving the
conformity of the signaling system of the Parties.
(4) The use of the signaling system of one Party by another Party may be
made based on the agreed costs.
ARTICLE 14
INTERCONNECTION CAPABILITY
(1) In compliance with the provisions set forth in the National Fundamental
Technical Plan, Interconnection between TELKOM's Fixed Network and
INDOSAT's Local Fixed Network may provide types of the International
Call as follows:
a. End to end calls of INDOSAT's Local Fixed Network with
TELKOM's Fixed Network.
b. End to end calls of INDOSAT's Local Fixed Network with the
User of transit STBS, STLR, BBT of TELKOM's Fixed Network.
(2) Interconnection may also provide services of any other call than those
set forth in paragraph (1) to the extent technically and financially
feasible.
(3) Types of the Interconnection Call (call scenario) as referred to in
paragraph (1) shall be as set forth in Schedule VIII. Any other call
scenario shall be further regulated in the Operational Cooperation
Agreement (TELKOM cq DIVNET or DIVRE).
(4) Interconnection must be able to furnish the data of all types of the
Interconnection Call as referred to in paragraph (3) to enable both
TELKOM and INDOSAT to calculate Interconnection rights and obligations
that must be received and paid by each Party.
ARTICLE 15
OPERATION AND MAINTENANCE
OF INTERCONNECTION DEVICES
(1) Physical border responsibilities for operation and maintenance of
Interconnection devices of each Party shall be POTI, where POTI shall
be the full responsibility of TELKOM.
(2) Each Party shall, to the best of its ability, warrant and improve the
quality of the Interconnection Call transmission by conducting
operation and maintenance activities as best as possible by:
a. providing information and data on the traffic measurement of
the Interconnection Link between TELKOM's Gate Exchange and
INDOSAT's Local Gate Exchange.
b. determining a technical parameter for the Interconnection Link
precisely and periodically in accordance with the agreed
condition.
(3) The Parties agree to conduct a joint operation and maintenance in
handling emergency disturbances and/or force majeure so that the
Interconnection Call may always be transmitted, which is to be further
regulated in the Operational Cooperation Agreement.
ARTICLE 16
MODIFICATION OF SYSTEM/DEVICES
(1) In the event one Party makes an amendment or modification to its system
or subsystem in such a way as to require the amendment or modification
of the system or subsystem of the other Party, the amending Party shall
notify the other Party in writing no later than four weeks before the
amendment or modification is made.
(2) Further provisions as to the system and procedures for the modification
of its system or subsystem as referred to in paragraph (1) and the
decision as to which Party should bear any arising costs shall be set
forth in an agreed agreement.
(3) Any costs for the amendment or modification of its system or subsystem
arising as a result of any governmental regulations shall be the
responsibility of each Party.
(4) Any Party planning to make an amendment to the numbering system,
signaling system or POC shall notify such plan within three months
before the date of the amendment and shall coordinate to ensure the
smoothness of its implementation and to reduce any disturbance risks
arising as a result thereof.
ARTICLE 17
USE OF FACILITIES AND RESOURCES
(1) For the purpose of this Agreement, INDOSAT may use facilities and
resources of TELKOM, and TELKOM may use facilities and resources of
INDOSAT.
(2) Unless determined by the prevailing regulations as the responsibility
of each Party, the use of facilities and/or resources of TELKOM by
INDOSAT or vice versa as referred to in paragraph (1) shall be charged
with a usage fee in accordance with the prevailing regulations or the
agreement of the Parties in the case of the absence of such
regulations.
(3) Types of facilities and resources of TELKOM which may be used by
INDOSAT, and types of facilities and resources of INDOSAT which may be
used by TELKOM shall be as set forth in Schedule V.
(4) Further terms and conditions concerning the use of facilities and
resources shall be governed and agreed jointly in the Cooperation
Agreement On Use Of Facilities And Resources between the relevant
Working Units of TELKOM and INDOSAT.
ARTICLE 18
INTERCONNECTION SERVICES
(1) The Parties agree that each Party shall give the right to its Customer
to be able to use telecommunications services provided by the other
Party, provided that there is an Operational License from the
Government and a written agreement in respect of the provision of such
services.
(2) Each Party shall, to the best of its ability, warrant and improve the
quality of the Interconnection Call transmission by exchanging
information and data concerning the measurement of the Interconnection
traffic.
(3) The Parties agree to determine a technical parameter and network access
services for the Interconnection Call precisely and periodically in
accordance with the agreed condition.
(4) The Parties agree to provide Interconnection services for
telecommunications services as set forth in Schedule VI.
(5) In case types of telecommunications services referred to in paragraph
(4) are new and not known yet by the public or the Customer, the Party
providing such services shall socialize them to the public or Customer
of the Parties.
CHAPTER III
CALCULATION AND FINANCIAL SETTLEMENT OF INTERCONNECTION
ARTICLE 19
CONDITIONS FOR THE FINANCIAL CALCULATION OF INTERCONNECTION
The Financial Calculation Of Interconnection is conducted based on the
prevailing laws and regulations and the mutual consent of the Parties regarding
the format of the Call Scenario, the parameter and the format of CDR, the
Interconnection Tariff, the formula of the Correction Factor, the Rating
parameter and the calculation formula.
ARTICLE 20
CALL SCENARIO FORMAT
The format of the Call Scenario which is one of the basis for the Financial
Calculation of Interconnection contains information, regarding, among other
things, the description of the calls/services, access codes, the xxxxxxxx to the
Customers, and the income calculations and Interconnection Fee as mentioned in
the Schedule VII or its amendment as approved by the Parties.
ARTICLE 21
PARAMETER AND FORMAT OF CALL DATA RECORD
(1) In order to ease the verification of the CDR, which is one of the basis
for the calculation of the Financial Calculation Of Interconnection,
the Parties agree to use only the CDR parameter that covers, but is not
limited to, the following:
a. Recording the delay time between the originating central and
the destination interconnection central.
b. Time synchronization is determined based on the operational
consent, the accuracy of which is to be checked on a regular
basis.
c. Service indicator code (features).
d. Identification of Originating (A number) and Terminating (B
number).
e. Identification of trunk group or Final Switch Identification.
f. Date of the calling.
g. Time of commencement and termination of the calling.
h. The duration of the calling.
(2) The format of the parameter as mentioned in the paragraph (1) is as per
Schedule IX.
(3) The parameter and the format that has not yet been determined, and in
the event any of the Parties is unable to submit the parameter as
mentioned in paragraph (1) of this Article, will be determined based on
the mutual consent of the Parties and will be made in a minutes which
will be signed by the Task Forces of TELKOM and INDOSAT.
ARTICLE 22
CORRECTION FACTOR FORMULA
The financial calculation for an Interconnection Call, the data of which is
incomplete is to be made based on the Factor Correction formula that must be
approved by the Parties and will be made in the minutes which will be signed by
each of TELKOM's and INDOSAT's Task Forces.
ARTICLE 23
PARAMETER RATING
(1) In order to ease the verification of the Interconnection Billing, the
Parties agreed to use the parameter that covers but is not limited to
the following:
a. Interconnection Tariff as mentioned in the Ministerial Decree
and/or as approved by the Parties.
b. Correction Factor.
c. Rating Method that refers to start time.
d. Control File to charging point.
e. Time Band.
(2) The parameter and the format that has not yet been determined, and in
the event that any of the Parties is unable to submit the parameter as
mentioned in the paragraph (1) of this Article, will be determined
based on the mutual consent of the Parties and will be made in the
minutes which will be signed by the Task Forces of TELKOM and INDOSAT.
ARTICLE 24
CALCULATION FORMULA
(1) The Parties agreed to calculate the Interconnection Fee using the
following formula:
a. The Interconnection Fee of a call is calculated based on the
successful connection/call made by the actual duration between
Customers.
b. The amendment of the above paragraph (1) a will be made by way
of a written arrangement made between the Parties.
(2) The calculation of the Interconnection Fee for the call as mentioned in
the previous paragraph (1) a of this Article:
a. For each call, the duration of the actual call is to be made
using a second as a unit, and will not apply to any round up.
b. The amount of the duration as mentioned in the above point a
is to be divided by a factor of 60, then to be multiplied by
the tariff for each minute, in accordance with the time
differentiation and relevant zone.
c. For any call that elapses after more than 1 (one) time
differentiation, the calculation is to be made based on each
of the time differentiation.
d. In order to avoid rating differences due to the different time
divisions in Indonesia as grouped into WIB, WITA and WIT, the
Parties agree to use the incoming call data, the time of which
is adjusted with the time applied to that of the originating
call .
e. In the event the calculation as mentioned in point b has a
fraction, the round up would be as follows:
1) The fraction that equals or is more than Rp. 0,50
(fifty cents Rupiah) is to be round up into Rp. 1
(one Rupiah).
2) The fraction that is less than Rp. 0,50 (fifty cent
Rupiah) shall be disregarded.
ARTICLE 25
SOURCES OF INTERCONNECTION BILLING DATA
(1) The calculation of the Interconnection fee received by each Party shall
be made based on the incoming traffic data of Interconnection Call
recorded in the data record instrument located in each Party's Gate
Exchange.
(2) The source of the incoming data, the right of which belongs to TELKOM,
is to be taken from the CDR located in TELKOM's Gate Exchange, and the
source of the incoming data, the right of which belongs to INDOSAT, is
to be taken from the CDR located in INDOSAT's Local Gate Exchange.
(3) The source of the outgoing call data that gives rise to TELKOM's rights
and obligations is to be taken from the CDR located in TELKOM's Gate
Exchange, and the source of the outgoing call data that becomes
INDOSAT's obligation is to be taken from the CDR located in the
INDOSAT's Local Gate Exchange. The data of the outgoing call is only to
be used as reference data in the framework of Interconnection data
reconciliation.
(4) In the event a Party can not record the incoming call traffic data, the
relevant Party may use the data recorded in the data recording
instrument of the other Party, by paying the cost approved by the
Parties, and to be made in the minutes signed by the Task Forces of
TELKOM and INDOSAT, in accordance with the following conditions:
a. The application of the incoming traffic data is to be made to
the other Party at the latest at the fifth day of month n+1
for the traffic of the month n.
b. The application for the usage of the data to the other Party
shall be subject to a cost of Rp. 82 per record, in which the
above measure may be changed subject to the consent of both
Parties.
c. The format of the Interconnection data is to be determined by
the Party filing the application or in accordance with the
Format of the data as mentioned in the Schedule XVII.
(5) The calculation of the Interconnection Fee for toll free call (Service
800), collect call through operator's desk, Direct Operator Domestic
Call and other services based on IN (Intelligent Network) which are
conducted by TELKOM, shall use the data recorded in TELKOM's data
recording instrument, by observing the data recorded in INDOSAT's data
recording instrument.
(6) The calculation of the Interconnection Fee for toll free call, collect
call through operator's desk, Direct Operator Domestic Call and other
services based on IN (Intelligent Network) which conducted by INDOSAT,
shall use the shall use the data recorded in INDOSAT's data recording
instrument, without neglecting the data recorded in TELKOM's data
recording instrument.
(7) The data as mentioned in the above paragraph (4) of this Article shall
be used as the basis to charge the customers, using the mechanism which
will be separately regulated between the relevant division of TELKOM
and INDOSAT.
ARTICLE 26
INTERCONNECTION TARIFF
The Interconnection Tariff is to be determined based on the consent of both
Parties, by observing the prevailing Government regulations, as mentioned in
Schedule VII, which will be reviewed every 3 (three) months.
ARTICLE 27
THE CALCULATION OF THE RIGHTS AND OBLIGATIONS OF THE PARTIES
(1) The Interconnection Rights are to be calculated based on the
accumulation of the Interconnection Traffic Call in one month.
(2) The calculation of Interconnection Rights and Obligations is conducted
based on the type of Interconnection Call (Call Scenario) as explained
in Schedule VIII.
(3) The rights of a Party using the facility and resources which become the
obligation of the other Party, should be calculated based on the total
and the duration of use in one month.
ARTICLE 28
INTERCONNECTION BILLING PROCESS
(1) Interconnection Billing Process is conducted based on the type of call
scenario as mentioned in Article 20 of this Agreement and the
calculation formula as agreed upon in Article 24.
(2) A Party may observe the Interconnection Billing process of the other
Party, in accordance with the agreed procedure.
(3) Interconnection Billing process and the collection of Interconnection
Rights and Obligations is conducted bilaterally between TELKOM and
INDOSAT.
ARTICLE 29
FINANCIAL SETTLEMENT
(1) The procedure of financial settlement covers, among other things, the
provision of Interconnection Call data, reconciliation, settlement,
financial calculation, transfer, outstanding settlement, expenses of
facility and resources use, restitution, Interconnection tax, late
payment charges, penalty and other provisions.
(2) For the purpose of the calculation and settlement of Interconnection
Rights and Obligations, each Party has to deliver the Interconnection
billing data from the Interconnection Call traffic monthly and to
perform the settlement.
(3) The reconciliation of financial calculation between TELKOM and INDOSAT
and other Partner of Telecommunications Services is conducted within,
at the latest, every 3 (three) month.
(4) Financial Calculation Memorandum (NPK) for a period of Interconnection
Call and the transfer from one Party to another Party is conducted
monthly.
ARTICLE 30
SETTLEMENT
(1) The Parties agree to use the incoming call data of each Party as the
basis of the acknowledgment of the Interconnection rights.
(2) The Parties agree to swap the Interconnection Billing and to deliver
the said data in Article 25 paragraph (1), at the latest, on the 15th
day of each month for the call period of the previous month, with the
provisions:
a. Specifically for the swap of the Interconnection Billing data
at the end of each quarter (N month), such swap is conducted
at the latest on the 12th of N + 1, where the swapped data is
considered as the last updated data and does not accommodate
the possibility of any additional new volume from the amount
that has been sent.
b. In the event the collecting Party is not able to deliver the
incoming data on the agreed date of swap in this Article, the
said Party may acknowledge the Interconnection rights in
accordance with the outgoing data of the collected Party by
paying the compensation pursuant to the determined amount.
c. Specifically for the traffic of n month and n + 1 month, the
Interconnection billing swap may be conducted on the date
agreed by the Parties if there is a written notification from
the collecting Party regarding a delay in the Interconnection
Billing process.
(3) The acknowledgment of the right mentioned in paragraph (2) of this
Article is to be used as the basis of the monthly financial settlement
mentioned in the Settlement Form of incoming calls as set forth in
Schedule X.
(4) Verification upon the accuracy of Financial Calculation Of
Interconnection owned by each Party may be conducted upon the request
of one Party to the other Party.
ARTICLE 31
RECONCILIATION
(1) In the event there is a discrepancy in the calculation of the
Interconnection Billing between one Party and the other Party, then the
Parties agree to conduct a Reconciliation at least once within a 3
(three) month period. In the performance, the incoming call and the
outgoing call data is grouped per DIVRE per month.
(2) Data Reconciliation is agreed to be as follows:
a. If the difference of the duration and the Rupiah data is less
or equal to 1% (one percent), then the data is considered as
correct and the financial calculation settlement is conducted
by using the incoming call data, and further is to be drawn in
the Minutes of Settlement as set forth in Schedule XI, at the
latest on the 18th day of n + 1 month.
b. If the difference of the duration and the Rupiah data is more
than 1% (one percent), then the settlement of the Financial
Calculation Of Interconnection should use the incoming data
call. Further, the Parties agree to draw the Minutes of
Interim as set forth in Schedule XII at the latest on the 18th
day of n + 1 month, with the total payment pursuant to the
calculation as mentioned in Article 33 paragraph (2), and by
further observing the cause of such data difference.
c. The percentage amount of the data difference as mentioned in
points a and b of this paragraph may be amended, pursuant to
the agreement of the Parties which is drawn up in the Minutes
signed by the Working Units of TELKOM and INDOSAT.
d. For the purpose of the examination of the data difference, the
Parties agree to deliver to each other, the revised data of
the incoming and the outgoing calls and all the other data, if
any, at once on the 20th day of each month for the call period
of the previous month, except for n + 2 month.
e. The examination of the call data difference is to be settled,
at the latest, on the 10th day of n + 2 month and is to be
conducted through the compare volume lane, where the Party
submitting a claim is obligated to deliver the outgoing data
in order to determine the claimed difference. For further
examination, the said outgoing data should be disclosed as
along with the incoming data it is to be compared with.
f. The mechanism of the Volume Compare performance is as follows:
1) Stage I: Compare Summary of Data per Area Code, per
POC, per month, with the mechanism as explained in
Schedule XVI, which covers: Summary of Call, Summary
of Duration, Summary of Operator Rights, Summary of
Rupiah Air Time, and Summary of TELKOM Rights.
The Forms of Summary of Incoming Data Per Area Code
and Summary of Incoming Data Per POC are as mentioned
in Schedule XVII A and Schedule XVII B.
2) Stage II: Compare Detail of Data, with the mechanism
as explained in Schedule XVIII, based on the agreed
sample which covers details A Number, B Number,
Duration, Date, Time, Zoning, Rupiah Air Time,
Incoming Operator, and Incoming TELKOM.
g. The amount of excess or deficit of payment pursuant to the
result of the examination mentioned in point e of this
paragraph is drawn up in the Minutes of Reconciliation as set
forth in Schedule XIII.
h. If the settlement on the existing data difference cannot be
reached within 6 (six) months after the signing of the Minutes
of Interim the Parties agree to use the last revised incoming
data as the basis of the invoice.
(3) The percentage amount of the data difference as mentioned in points a
and by of paragraph (2) of this Article may be amended from time to
time upon the agreement of the Parties and drawn in the minutes signed
by the Working Units of TELKOM and INDOSAT .
(4) The Parties agree that the Xxxx Period Closure is to be conducted on N
Quarterly Reconciliation for the data of call of period Quarterly N -
2, by using the latest Minutes of Reconciliation.
ARTICLE 32
QUALITY IMPROVEMENT
OF FINANCIAL CALCULATION OF INTERCONNECTION
(1) The Parties agree to improve the quality of the financial calculation
of Interconnection to be more precise and efficient.
(2) The Parties agree to establish a cooperation to create an effective and
efficient financial calculation system of Interconnection by, among
other things, preventing process duplication.
(3) The Parties agree to provide information concerning amendment or
modification of the financial calculation of Interconnection that may
effect each other for the purpose of preventing any difference in the
financial calculation of Interconnection.
ARTICLE 33
PROCEDURES FOR COLLECTION AND PAYMENT
OF INTERCONNECTION OBLIGATIONS
(1) The collection and payment of Interconnection obligations shall be made
by way of offsetting the rights pursuant to the Settlement of each
Party (netting), and shall be equipped with the gross data of each
Party for the purposes of administration and taxation.
(2) In case the disparity of the financial data of Interconnection of each
Party exceeds a certain amount mutually agreed in the Minutes as
referred to in Article 31 paragraph (2) points a and b, the financial
obligation shall be settled as follows:
Incoming + Outgoing = interim payment amount
-------------------
2
(3) The Party receiving more disparity based upon the netting value as
referred to in paragraph (1) of this Article shall make NPK as set
forth in Schedule XIV, with the provisions as follows:
a. Quarterly NPK (Schedule XIV B) for payment of financial
obligation of month N (month n, n+1 & n+2) shall be made at
the latest by the 20th day of month (N+1) based on the Minutes
of the monthly Settlement as referred to in Article 31
paragraph (2) point a, or Interim Minutes as referred to in
Article 31 paragraph (2) point b, and Reconciliation Minutes
as referred to in Article 31 paragraph (2) point g.
b. Monthly NPK (Schedule XIV A), in case the payment of
Interconnection rights and obligations may be made monthly,
which initial implementation will be agreed to in a Side
Letter, then the collection and payment of Interconnection
obligations shall be made as follows:
1) monthly NPK for payment of the monthly financial
obligation shall be made at the latest by the 20th
day of month (n+1) based on Minutes of the monthly
Settlement as referred to in Article 31 paragraph (2)
point a, or Interim Minutes as referred to in Article
32 paragraph (2) point b.
2) Reconciliation NPK for payment of financial
obligation of the outcome of reconciliation shall be
made at the latest by the 15th day of month (n+2)
based on Minutes of Reconciliation as referred to in
Article 31 paragraph (2) point g.
(4) NPK as referred to in paragraph (3) of this Article shall be used as a
basis for the collection of rights or payment of Interconnection
financial obligations, with the following mechanism and schedules:
a. The delivery of NPK as referred to in paragraph (3) point a
and its invoice, quarterly invoice for tax purpose, Tax
Invoice and Evidence of Tax Payment shall be made at the
latest by the 22nd of month N+1, and must have been received
by the 25th day of month N+1.
b. For monthly NPK as referred to in paragraph (3) point b of
this Article, it shall be made as follows:
1) The delivery of NPK as referred to in paragraph (3)
point b 1) and its invoice, monthly invoice for tax
purpose, Tax Invoice and Evidence of Tax Payment
shall be made at the latest by the 22nd of month
(n+1), and must have been received by the 25th day of
month (n+1).
2) The delivery of NPK as referred to in paragraph (3)
point b 2) and its invoice, invoice for tax purpose,
Tax Invoice and Evidence of Tax Payment shall be made
at the latest by the 22nd of month (n+2), and must
have been received by the 25th day of month (n+2).
c. For tax purpose, INDOSAT shall give invoice + Tax Invoice +
Evidence of Tax Payment for the incoming traffic of INDOSAT's
Local Fixed Network to TELKOM cq. DIVRE, and for incoming
traffic of TELKOM's Fixed Network the delivery of tax invoice
shall be made between INDOSAT and TELKOM cq. DIVNET.
d. For tax purpose, TELKOM cq. DIVRE shall give invoice + Tax
Invoice + Evidence of Tax Payment for incoming traffic of
INDOSAT's Local Fixed Network to INDOSAT.
(5) Payment of financial obligation shall be made as follows:
a. For NPK as referred to in point a paragraph (3) of this
Article shall be made by the 10th day of month (N+2) at the
latest for the call period of month (N), which is transferred
to the bank account designated by each Party.
b. For NPK as referred to in point b 1) paragraph (3) of this
Article shall be made at the latest by the 10th day of month
(n+2) for the call period of month (n), which is transferred
to the bank account designated by each Party.
(6) Payment of the financial obligation of the outcome of reconciliation
based on NPK as referred to in point b 2) paragraph (3) of this Article
shall be made by the 10th day of month (n+3) at the latest for the call
period of month (n), which is transferred to the bank account
designated by each Party.
(7) Interim payment as referred to in paragraph (2) shall be compensated to
the total payment which is the obligation of one Party to the other
Party in accordance with the outcome of reconciliation, which
implementation shall be made at the next payment period.
ARTICLE 34
SANCTIONS
(1) If the obligated Party has not yet paid its obligation when due as
referred to in Article 33 paragraphs (5) and (6), the Parties agree to
impose a penalty for any delay. The penalty is calculated per day in
the amount of the average of interest rate of a one-month time deposit
at state-owned banks, in relation to the Interconnection obligation
that is not yet paid.
(2) If the obligated Party continues to fail to pay its obligation along
with any late penalty as referred to in paragraph (1) of this Article,
the Party having the Interconnection rights shall have the right to
blockade any call from the obligated Party. The call blockade shall be
made by reducing the Interconnection dimension of part of, or all, POI
with the provisions as follows:
a. A 25% reduction as of the 1st day of month (n+5).
b. A 50% reduction as of the 1st day of month (n+6).
c. A 60% reduction as of the 1st day of month (n+7).
(3) Before the blockade is made, the Party having the Interconnection
rights shall first send a notice, by the 16th day of month (n+4) at the
latest.
(4) If the obligated Party does not respond until the end of month (n+4),
the dimension reduction shall be made in accordance with paragraph (2)
of this Article.
(5) If the obligated Party responds in the form of an application for
suspension of payment, and it does not make any payment until the end
of month (n+5), the blockade shall be made with the amount of the
Interconnection dimension reduction in accordance with paragraph (2)
point b of this Article.
(6) Revocation of the blockade referred to in paragraph (2) of this Article
may only be made after the obligated Party has already paid all the
obligations and applicable penalties.
CHAPTER IV
BILLING OF TELKOM'S DIRECT LONG DISTANCE
INTERCONNECTION SERVICE TO INDOSAT CUSTOMERS
ARTICLE 35
RECEIPT OF INVOICE
(1) The Parties agree that the process of issuing receipts of the long
distance call service billing and the collecting of TELKOM long
distance telecommunication service used by INDOSAT Consumers may be
conducted by INDOSAT, with the rate of Rp. 82 per outgoing call record
and 1% of the actual invoiced amount.
(2) The processing of the billing data as mentioned in paragraph (1) is
conducted as follows:
a. TELKOM prepares and assigns the billing data to INDOSAT
Billing Center in a way that the billed amount of the
telecommunications service held by TELKOM and used by INDOSAT
Consumer may be determined.
b. The assignment of the billing data from TELKOM to INDOSAT
should be drawn up in the Minutes of Assignment of Billing
Data.
c. The media and format of the data mentioned in point a above
are agreed to be delivered in a way that the processing of the
billing data into the receipt may be efficiently and
effectively conducted.
d. For the purpose of rechecking the accuracy of the billing data
of TELKOM service, INDOSAT Billing Center shall deliver
periodical information to TELKOM in relation to the amount of
billing which has been processed into the receipt, and other
information necessary in the event there is a discrepancy
between the billing data processed into the receipt and the
amount stated in the receipt.
e. INDOSAT Billing Center should deliver to TELKOM the
Recapitulation of the Billed Amount which, among other things,
contains the numbers of the Consumers, Names and Addresses of
the Consumers and the duration of the use of service held by
TELKOM. Such information may be delivered via e-mail, post or
through electronic access (on-line system).
(3) INDOSAT Billing Center should calculate and deliver the calculation of
the billing data processing fee as mentioned in this Article to TELKOM
in the form of NPK Schedule.
ARTICLE 36
BILLING WITH SPLIT ACCOUNT
INDOSAT is willing to expand its billing performance through a Split Account
that may reach all INDOSAT Regional Divisions, the performance of which shall be
adjusted by considering INDOSAT's ability and billing efficiency.
ARTICLE 37
DELIVERY OF RECEIPT TO CONSUMERS
(1) The xxxx for using the long distance telecommunications service which
has been processed into the receipt, is delivered to the Consumer,
whether through electronic ways or by physical transfer in accordance
with the system and procedure applied by INDOSAT.
(2) Upon the delivery of the receipt mentioned in this Article, INDOSAT
delivers the list of all the receipts of TELKOM telecommunications
services that has already been paid by INDOSAT Consumers.
(3) In the event the collection to the Consumer is performed through a
cooperation between INDOSAT and a Collecting Agent, TELKOM, in
accordance with this Agreement, is granted the full right to accept the
billing recapitulation of TELKOM telecommunications service, which
payment has been accepted by the Collecting Agent.
(4) The implementation of the provision concerning the collection to the
Consumer as regulated in this Agreement will be further detailed in a
written agreement between TELKOM and each INDOSAT Regional Division.
ARTICLE 38
ASSIGNMENT OF COLLECTED XXXX
(1) In the event INDOSAT conducts direct billing to the Consumer or through
the Collecting Agent without using the split account system, all the
payment of the Consumer's billing is delivered to TELKOM through the
Bank account as has been determined by TELKOM on every 20th day of the
following billing month, after calculating and considering the
Interconnection Fee, which, pursuant to this Agreement, becomes
TELKOM's obligation.
(2) The calculation of the amount of money which has to be transferred to
the Bank account as determined by TELKOM should be drawn in a Financial
Calculation Memorandum of Consumer Billing (NPK Billing) as set forth
in Schedule XX without the necessity to have a prior invoice letter
from TELKOM.
(3) TELKOM is entitled to obtain the information concerning the calculation
in the NPK Billing as mentioned in paragraph (2) of this Article.
(4) In the event INDOSAT conducts the billing through cooperation with the
Collecting Agent and using the split account, TELKOM is directly
entitled to accept the collection from the Collecting Agent.
(5) In the event there is a discrepancy between the billed amount according
to the Recapitulation of the Acceptance of Billing Invoice Payment and
the amount of billing according to the income recapitulation, the
Parties agree to promptly conduct a reconciliation, the performance of
which is handed over to the Working Unit of each Party.
ARTICLE 39
TREATMENT TO CONSUMERS
WHO HAVE NOT SETTLED THE XXXX
INDOSAT Consumers who do not settle the Billing Receipt of TELKOM
Telecommunications Service should be treated by INDOSAT in the same manner as it
treats its Consumers who have an outstanding invoice over the services held by
INDOSAT.
ARTICLE 40
RECEIVABLES ADMINISTRATION
INDOSAT is obliged to make and deliver the list of Billing Invoices of TELKOM
services that have not been paid by INDOSAT Consumers, along with the
information of the treatment status against such Consumers, in the agreed form
in both hard and soft copies.
ARTICLE 41
TAX AND DUTY
(1) All taxes and duties that may occur as the result of the payment of
Interconnection Rights and Obligations should be the obligation and
liability of each Party in accordance with the prevailing tax
regulations.
(2) The Parties agree to assist each other so that the taxation treatment
concerning income and Interconnection Fee may be adjusted in accordance
with the prevailing tax regulations.
(3) With the connection to Value Added Tax (VAT/PPN) and Income Tax (PPh)
imposed to the application of the Interconnection, the Parties agree
that the calculation of the Interconnection VAT is made pursuant to the
incoming traffic of each Party in accordance with the result of the
Interconnection settlement.
(4) The Parties agree that the VAT and PPh should be paid after the
settlement of the Interconnection Rights and Obligations and should be
paid to the Tax Office, at the latest, on every 15th day of (n+2)
month, while payment based on Reconciliation NPK should be paid on
every 15th day of (n+3) month. The Tax Payment Letter (Surat Setoran
Xxxxx/SSP) should be resent, at the latest, on every 25th day of (n+2)
month, while for payment based on the Reconciliation NPK should be
resent, at the latest, on every 25th day of (n+3) month. The mechanism
of Interconnection VAT payment is conducted pursuant to the Settlement
pattern and the Interconnection financial settlement as described in
Schedules XV A, B, C, D and E.
(5) In the event there is any change in tax and duty regulations, the
settlement of taxes and duties should be conducted with the
consideration of the mentioned regulations.
CHAPTER V
MISCELLANEOUS
ARTICLE 42
CONFIDENTIALITY
The Parties agree that all the content of this Agreement, any information
related to this Agreement and the implementation of this Agreement are
confidential by nature and should not be forwarded to any third party without
prior written consent of the Parties, including all the information delivered
before the effective date of this Agreement, unless such is obligated by
regulation or conducted for the implementation of this Agreement.
ARTICLE 43
FORCE MAJEURE
(1) Force Majeure is any condition which, although with the best action and
effort, is unpredictable and cannot be overcome and is fully deemed as
a risk and obligation of the Party experiencing such a condition,
including but not limited to:
a. natural disaster, epidemic disease;
b. revolution, riot, war; and
c. fire, sabotage, public strike.
(2) The non application or the halted of the implementation of this
Agreement, in part or in whole, is not considered as a breach against
the content of this Agreement if such occurs as a result of a force
majeure and is notified in writing to the other Party within 15
(fifteen) calendar days at the latest from the occurrence of the said
force majeure.
(3) In the event of a force majeure that has been ongoing for over 6 (six)
months, each Party is entitled to unilaterally terminate this Agreement
by delivering a written notification to the other Party.
ARTICLE 44
PERIOD OF AGREEMENT
(1) This Agreement prevails for a period of 3 (three) years from the date
of signing, and may be reviewed and renewed upon written agreement of
the Parties.
(2) In the event there is no Party who wishes to amend or terminate this
Agreement, then this Agreement shall automatically be valid for the
following 3 (three) year period.
(3) A unilaterally termination of the Agreement for the reasons, including,
any breach of any provision of the Agreement or prevailing regulation,
the Parties agree to waive the provisions of Article 1266 and Article
1267 of the Indonesian Civil Code and release the party of any rights,
if any, occurring therefrom. The said unilateral termination of this
Agreement by any of the Parties can be validly conducted by delivering
a written notice, at the latest within 3 (three) months before the
intended termination date of the Agreement, without having to obtain a
Judge's Decision.
ARTICLE 45
AMENDMENTS
(1) Any amendment and or addendum of this Agreement and their Schedules
should only prevail and bind the Parties and be an inseparable part of
this Agreement if made in writing and signed by authorized
representatives of each Party.
(2) In the event there is a change in the laws and regulations and/or the
Parties acknowledge the obligation to amend a part or the whole of this
Agreement, the Parties agree to discuss the matter to make the
amendment with mutual consent.
(3) If in the future a Government Regulation/Minister Decision is issued
that this Agreement should be adjusted/amended, then the Parties agree
to make such adjustment in the form of an Amendment or a Side Letter to
this Agreement.
ARTICLE 46
ASSIGNMENT
This Agreement prevails and binds the Parties signing it, their successors and
those who receive benefit hereto. No Party will sell, transfer or assign this
Agreement, in part or in whole, to any third party, unless with written consents
from the Parties.
ARTICLE 47
RELEASE
(1) The failure of one of the Parties to perform one or more provisions of
this Agreement will not affect the other Party's authority to enforce
the said provisions.
(2) The lack of claim by one of the Parties against a breach of a provision
of this Agreement that is conducted by the other Party, is not a
release from implementing the said provision.
ARTICLE 48
SEVERABILITY
(1) If a part of this Agreement or a part of its Schedule, by any reason
should no longer prevail or not be enforceable, then such provision
should not cancel or affect the validity of the rest of the provisions.
(2) If the non-prevailing or unenforceable provision as mentioned in
paragraph (1) arises, the Parties agree to revoke the said provision.
(3) The failure to reach an agreement to replace the said provision
mentioned in paragraph (2) should not affect the rest of the provisions
of the Agreement.
ARTICLE 49
LIABILITY OVER FAULTS
(1) Each Party is liable for any negligence that directly causes damage to
the other Party's equipment and leads to a loss suffered by the other
Party.
(2) The liability in the form of indemnity over the negligence as mentioned
in paragraph (1) is limited only to the damage of goods or equipments
that will be replaced in full by the neglected Party.
(3) No condition/action will give rise to liability to the Parties for
damage or indirect loss, whatever the nature is, including the loss or
profit or business loss.
(4) The release of liability as mentioned in paragraph (1), (2) and (3)
does not prevail if the damage or loss experienced by a Party occurs as
the result of deliberateness of the other Party.
ARTICLE 50
SETTLEMENT OF DISPUTE
(1) Any disputes that arise in relation to the content, interpretation or
implementation of this Agreement, shall, to the best of the Parties'
ability, be mutually settled by the Parties.
(2) If the settlement mentioned in paragraph (1) of this Article cannot be
reached within 60 (sixty) days, the Parties agree to bring all the
existing dispute to Badan Arbitrase Nasional Indonesia (BANI), to be
settled at the first and final level pursuant to BANI regulation and
procedure and Law No. 30 of 1999 concerning Arbitration and
Alternatives of Dispute Settlement.
(3) As long as the dispute settlement is in process, the Parties are still
obligated to perform all provisions of this Agreement.
ARTICLE 51
CONSULTATION/COORDINATION FORUM
(1) The Parties agree to establish a Consultation/Coordination Forum which
will periodically meet to settle various problems arising with relation
to this Agreement, the members of which shall be the representatives of
each Party.
(2) Any fee arising as the result of the establishment of the
consultation/coordination forum, including meeting expenses, shall be a
mutual obligation of the Parties.
ARTICLE 52
REPRESENTATIVE OF THE PARTIES
For the implementation of this Agreement, TELKOM and INDOSAT agree to appoint
the following representatives to function as a "Contact Person" for each Party:
TELKOM : VP Tarif & Interkoneksi
Telephone & Fax Numbers : Telephone: 000-0000000
Fax: 000-0000000
Address : GKP Telkom, 8th Fl.
Xx. Xxxxxx Xx.0, Xxxxxxx 00000
INDOSAT : GM Hubisdagri
Telephone & Fax Numbers: Telephone: 000-0000000
Fax: 000-0000000
Address : Xx. Xxxxx Xxxxxxx Xxxxx 00, Xxxxxxx 00000.
CHAPTER VI
CLOSING PROVISIONS
ARTICLE 53
MISCELLANEOUS
(1) Matters which have not been sufficiently regulated in this Agreement
shall be settled through negotiations between TELKOM and INDOSAT, the
result of which shall be drawn in writing and become an inseparable
part of this Agreement and therefore shall have the same legal
enforcement as this Agreement.
(2) This Agreement is drawn up in 2 (two) original copies, each with the
same contents, duly stamped and has the same legal power after signed
and stamped with the Company seal of each Party.
IN WITNESS WHEREOF, this Agreement is drawn up with good intentions and to be
enforced by the Parties.
TELKOM INDOSAT
[signature] [signature + stamp duty]
KRISTIONO WIDYA PURNAMA
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President Director President Director
