INTERNATIONAL TELECOMMUNICATION SERVICES AGREEMENT
AN AGREEMENT made the 15th day of December, 1994 between Fonetel Global
Communications AB, whose registered office is at Xxxxxxxxxxx 0, 00000 Xxxxx,
XXXXXX of the one part and Telecom Finland Ltd., represented here by its
department Telecom Finland International, whose registered address is at P.O.
Box 140, Xxxxxxxxxxx 00, 00000 Xxxxxxxx, XXXXXXX of the other part.
WHEREAS the parties jointly desire to furnish telecommunication services
between Sweden (as hereinafter defined) and Finland (as hereinafter defined).
NOW THEREFORE IT IS HEREBY AGREED as follows:
1. Definitions
-----------
(a) In this Agreement, unless the context otherwise requires, the
following terms shall have the following meanings:
(i) "C.C.I.T.T." means the International Telegraph and Telephone
Consultative Committee of the International
Telecommunications Union;
(ii) "Operating Territory" in relation to Fonetel Global
Communications AB means Sweden, and in relation to Telecom
Finland International means Finland;
(iii) "ETSI" means the European Telecommunications Standards
Institute;
(b) The expression "Fonetel" and "Telecom Finland International"
refer to "Fonetel Global Communications AB and "Telecom Finland
Ltd. respectively and shall include their respective successor
and permitted assigns and their respective employees and agents.
(c) The section headings in this Agreement are for ease of reference
only and shall not be taken into account in the construction or
interpretation of any provision to which they refer.
2. Scope
_____
Subject to the terms and conditions contained herein each of the parties
undertakes to establish and provide such telecommunication services
between Sweden and Finland, as specified in Clause 4, and to use its
reasonable endeavours to establish such telecommunication services on and
with effect from 01.02.1995 or such other dates as may be agreed by the
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parties.
3. Duration
________
(a) This Agreement shall come into force on the 15th day of
December, 1994 and shall continue thereafter unless and until
terminated by not less than 12 months' prior written notice
given by either party to the other.
(b) In respect of each of the telecommunication services referred to
in Clause 4, this Agreement shall continue after the date of
entry into force of the Agreement unless and until terminated by
not less than 3 months' prior written notice given by either
party to the other.
(c) This Agreement shall however be subject to the provisions for
earlier termination referred to in Clause 12.
4. Telecommunication Services
__________________________
The telecommunication services to be established and provided, shall be
agreed between the parties from time to time and the details thereof
shall be set out in Annexes which shall be attached to this Agreement.
If any contradiction exists between this main Agreement and its Annexes
then this main Aqreement will prevail.
5. Routing of Telecommunication Services and Provision of Facilities
_________________________________________________________________
(a) The routes to be used by each party to provide telecommunication
services hereunder shall be such direct circuits as may be agreed
between the parties from time to time and/or such switched
circuits via countries other than Sweden and Finland or a
combination thereof as the parties may from time to time deem
expedient to maintain the provision of the telecommunication
service in question.
(b) Each party will be responsible for the provision and maintenance
of, and payment for, the necessary interconnecting facilities in
respect of its portion of the telecommunication services,
referred to in Clause 4, located within its operating territory.
(c) Each party shall be responsible for the establishment of and the
payment for one-half of that portion of the telecommunication
facilities necessary to provide the said circuits located outside
the respective operating territories of the parties used in the
provision of the telecommunication services referred to in Clause
4.
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(d) Each party shall notify the other as soon as practicable of any
facility failure arising or likely to arise from a cause within
its operating territory which is likely to result in a protracted
interruption to the provision of any or all of the
telecommunication services referred to in Clause 4.
6. Language
________
English shall be the language used by technical and operating personnel
for the establishment and provision of telecommunciations services
referred to in Clause 4.
7. Technical Standards and Methods of Operation
____________________________________________
(a) The technical standards and methods of operation to be applied
and used by the parties in the provision of telecommunication
services, referred to in Clause 4, shall be agreed by the parties
from time to time. In the event of a failure to agree upon the
technical standards to be applied the parties shall apply
standards not inferior to the relevant recommendations of the
C.C.I.T.T. and ETSI in force as of the date hereof until such
time as agreement is reached by the parties.
(b) The parties will adopt from time to time (as appropriate) written
procedures and working standards to be implemented by them in
respect of order handling, maintenance and other operational
matters in respect of each of the telecommunication services
referred to in Clause 4.
(c) Insofar as is commercially feasible, the telecommunication
services to be provided and which are referred to in Clause 4,
will be carried on digital channels, which will conform to
European standards, between Sweden and Finland.
8. Sales Effort
____________
Each party undertakes with the other party to promote on a non-exclusive
basis the sale of each of the telecommunication services referred to in
Clause 4, to the reasonable satisfaction of the other party.
9. Liability
_________
Neither party shall be liable to the other for any loss or damage whether
direct or indirect sustained by reason of any failure in or breakdown of
the communication facilities associated with the circuits used in
providing the telecommunication services under this Agreement or for any
interruption of service, whatsoever shall be the cause of such failure,
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breakdown or interruption and however long it shall last.
10. Authorisations
______________
All undertakings and obligations assumed in this Agreement by either
party are subject to the issuance and continuance of all necessary
governmental licenses, waivers, consents, registrations, permissions and
approvals.
11. Force Majeure
_____________
No failure of omission by either party to carry out or observe any of the
terms and conditions of this Agreement shall give rise to any claim
against the party in question or be deemed a breach of this Agreement if
such failure or omission arises from any cause beyond the control of that
party.
12. Termination
___________
Notwithstanding anything to the contrary express or implied elsewhere
herein either party (without prejudice to its other rights) may terminate
this Agreement forthwith on notifying the other party to that effect by
Notice in writing, in the event that the other party fails to make any
payment due under this Agreement punctually by the due date, and fails to
make such payment within 30 days of being advised, by the party giving
notice of termination that such payment is due and has not been made.
13. Assignment
__________
Neither party shall transfer or assign its rights or obligations under
this Agreement without the prior written consent of the other party;
provided however that either party may assign its rights and obligations
under this Agreement to its subsidiaries, to its parent Company or
subsidiaries of the parent with prior notification to the other party.
No such assignment shall relieve the assigning party of its obligations
hereunder.
14. Notices
_______
(a) Any communications by either party to the other shall, unless
otherwise provided herein, be sufficiently made if sent by post
(by airmail where possible), postage paid, or by telegraph, telex
or telefax transmission to the address hereinafter specified and
shall, unless otherwise provided herein, be deemed to have been
made to the other party on the day on which such communications
ought to have been delivered in due course of postal,
telegraphic, telex or telefax transmission.
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(b) Unless otherwise specified by not less than 15 days' notice in
writing by the party in question, the address to which
communications shall be sent shall be:
To Fonetel:
By mail: Fonetel Global
Communications AB
Xxxxxxxxxxx 0
00000 Xxxxx, XXXXXX
By telefax: x00 00 000 0000
In all cases
marked: "For the attention of
Mr. Xxxxx Xxxxxx"
To Telecom Finland:
By mail: Telecom Finland International
P.O. Box 140
Xxxxxxxxxxx 00
00000 Xxxxxxxx, XXXXXXX
By telefax: x000 0000 0000
In all cases
marked: "For the attention of
Xx. Xxxxx Xxxxxxxx"
00. Entire Agreement
________________
This Agreement and the Annexes attached to this Agreement, represents the
entire understanding between the parties in relation to the subject-
matter hereof and supersedes all other agreements and representations
made by either party, whether oral or written and this Agreement may only
be modified if such modification is in writing and signed by a duly
authorised representative of each party hereto.
16. No Waiver
_________
No waiver by either party of any provision of this Agreement shall be
binding unless made expressly and expressly confirmed in writing.
Further, any such waiver shall relate only to such particular matter,
non-compliance or breach as it expressly relates to and shall not apply
to any subsequent or other matter, noncompliance or breach.
17. Law and Arbitration
___________________
This Agreement and any matters hereto shall be governed by and construed
in accordance with Finnish Law. Disputes arising from this Agreement are
to be settled by arbitration. The arbitrators are to be appointed by the
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Board of Arbitration of the Central Chamber of Commerce of Finland and the
Rules of the said Board are to be observed in arbitration procedure. The
place of the arbitration shall be Helsinki.
IN WITNESS WHEREOF THIS AGREEMENT has been entered into the day and year first
above written.
Signed for and on behalf of Telecom Finland Ltd.
/s/ Xxxxxx Xxxxxxx /s/ Pekka Uusimaa
--------------------------------- -----------------------------------
Xxxxxx Xxxxxxx Pekka Uusimaa
Date: ---------------------------
Signed for and on behalf of Fonetel Global Communications AB
/s/ Xxxx Xxxxxx
---------------------------------
Xxxx Xxxxxx
Date:----------------------------
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ANNEX
TELECOMMUNICATION SERVICE INTERNATIONAL PUBLIC SWITCHED TELEPHONE SERVICE
between Sweden and Finland.
This Annex is attached to and incorporated into the International
Telecommunication Services Agreement made between Fonetel Global
Communications AB and Telecom Finland Ltd.
1. Type of Service
---------------
a) The following International Public Switched Telephone Services may
be established under this Agreement from points in or reached via
Sweden and from points in or reached via Finland:
1. International Direct Dial Service
2. International Telecommunications Transit Service
b) Not all classes of traffic may be operational at the time of
initial implementation of the service.
2. Periods of Service
------------------
In principle, this service will be a 24 hour per day continuous facility.
3. Charges to the Public
---------------------
Collection rates for the service covered by this Agreement shall be a
national matter to be determined by each party, subject to appropriate
governmental approvals as necessary.
4. Accounting Rates and Division of Revenues
-----------------------------------------
a) The accounting rates, which are based on C.C.I.T.T.
recommendations and TEUREM principles, and division of revenue
derived from the service between Sweden and Finland provided by
the parties shall be those set out in the Addendum attached to
this Agreement or as the parties may otherwise agree from time to
time and incorporate in this Agreement.
b) A separate Addendum will cover transit working.
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ADDENDUM TO ANNEX 1
regarding the INTERNATIONAL PUBLIC
SWITCHED TELEPHONE SERVICE between
Sweden and Finland
This Addendum is attached to and incorporated into Annex 1 of the
International Telecommunication Services Agreement made between Fonetel Global
Communications AB and Telecom Finland Ltd.
1. Accounting Rate
---------------
a) The unit of Account will be the SDR (Special Drawing Right).
b) The Accounting Rate shares will be defined according to the
C.C.I.T.T. recommendations and principles.
2. Currency of Settlement
----------------------
The currency if settlement chosen by the creditor is:
if Fonetel is creditor - Swedish crowns (SEK)
if Telecom Finland is creditor - Finnish marks (FIM)
3. Return of Traffic
-----------------
3.1. The traffic streams to Fonetel operator should normally be
regarded as entirely separate and dimensioned to C.C.I.T.T.
recommendations of a 1% busy hour grade of service.
3.2. Telecom Finland International will start its return traffic to
(Fonetel) earliest 12 months after the date (Fonetel) has
started to send traffic to Telecom Finland International.
However, return traffic will be only started if the share of
(Fonetel) of the total traffic from (Sweden) to Finland is more
than 5% (market share) and the total volume during the previous
last 12 months has been more than 600,000 minutes.
3.3. The calculation of the (Fonetel) market share should be based on
the terminal traffic from (Fonetel) to Telecom Finland,
comprising IDD traffic only.
6. Exchange of Information
-----------------------
To ensure effective implementation and operation of the service the parties
may wish to exchange:
a) appropriate sales and service implementation plans on an ongoing
basis,
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b) information on their respective collection rates as appropriate,
c) details of the numbering scheme employed to access their public
switched voice customers in the operating territory, and
d) details of the service positions/facilities and how they may be
accessed by the other party's service positions.
Any of this information, which is not in the public domain, will be
strictly confidential and shall not be disclosed to third parties,
particularly those offering competitive service in either Sweden or
Finland unless otherwise agreed in writing.
Signed for and on behalf of Telecom Finland Ltd.
/s/ Xxxxxx Xxxxxxx /s/ Pekka Uusimaa
------------------------------- -------------------------------------
Xxxxxx Xxxxxxx Pekka Uusimaa
Date:--------------------------
Signed for and on behalf of Fonetel Global Communications AB
/s/ Xxxx Xxxxxx
------------------------------
Xxxx Xxxxxx
Date:--------------------------
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3.4. For the calculation of the return traffic a following formula is
used:
RTN = A
-----------------------------
Total Telecom Finland traffic
whereas RTN = Return portion of Telecom Finland International
to Fonetel
A = IDD traffic from Fonetel
4. Overdue Settlements
-------------------
Interest will be charged at the annual rate of 6% on a daily basis, on
accounts still outstanding after the agreed settlement period. In this
case interest will be charged from the date of receipt by the debtor of
the quarterly settlement statement.
Signed for and on behalf of Telecom Finland Ltd.
/s/ Xxxxxx Xxxxxxx /s/ Pekka Uusimaa
------------------------------- -------------------------------------
Xxxxxx Xxxxxxx Pekka Uusimaa
Date:--------------------------
Signed for and on behalf of Fonetel Global Communications AB
/s/ Xxxx Xxxxxx
------------------------------
Xxxx Xxxxxx
Date:--------------------------
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CONFIDENTIALITY AGREEMENT
This agreement is made by and between Fonetel Global Communications AB whose
registered office is at Xxxxxxxxxxx 0, X-00000 Xxxxx, Xxxxxx and Telecom
Finland Limited of X.X. Xxx 000, Xxxxxxxxxxx 00, XXX-00000 Xxxxxxxx, Xxxxxxx.
Whereas
a) Fonetel Global Communications AB and Telecom Finland Limited wish
and plan to disclose to each other Proprietary Information for the
purpose of co-operation regarding the provision of Leased Line and
Swiched Scrvices; and
b) Each of the parties wish to protcet its own proprietary
information so disclosed.
Now therefore it is agreed as follows:
1. Proprietary Information shall mean any technical or commercial
information, including without limitation pricing, specifications,
drawings, designs, knowhow and information disclosed between the
parties which is in tangible or visible form and clearly marked or
designated by the disclosing party as proprietary (or is communicated
orally on a basis of confidentiality and subsequently presented in a
tangible or visible form to the receiving party within a period of not
more than 30 days of such communication, it being understood that such
information shall be protected hereunder for the said 30 day period).
All information provided by either party, identified as being
Proprietary Information, shall be treated as confidential by the
recipient and shall not be used otherwise than for the identified
purpose and shall not be disclosed without the written consent of the
disclosing party unless such information:
2.1 is in, or later comes into, the public domain other than by
breach of the foregoing paragraph; or
2.2 is in the possession of the recipient, with the full right to
disclose, prior to receiving it from the other party; or
2.3 is independently received by the recipient from a third party
with full right to disclose.
If it should be necessary for the recipient to supply the Proprietary
Information to third parties for purposes relating to the identified
purpose, the recipient shall ensure that the provisions of this
agreement are properly observed by the third party. No transfer of
Proprietary Information shall take place to a third party without the
prior written consent of the parties to this agreement.
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In the event that a party supplies Proprietary Information which it does
not wish to be communicated to any potential third party, that party
shall so advise the recipient who shall comply with that parties
requirements in this respect.
2. The provisions of this agreement shall remain in force for a period of
five years from the date of this agreement.
3. This agreement shall be govemed by and construed and take effect in
accordance with the substantive Laws of Finland.
In witness whereof the parties have caused tbis agreement to be duly
executed the day and year first before written.
For and on behalf of Fonetel Global Communications AB
Signed /s/ Xxxx Xxxxxx
--------------------------------
Name Xxxx Xxxxxx
Position President & CEO
Date -------------------------------
For and on behalf of Telecom Finland Limited
Signed /s/ Pekka Uusimaa
--------------------------------
Name Pekka Uusimaa
Position Director
Date -----------------------------------
