EXHIBIT 10.1
THIS AGREEMENT is made this 23rd day of June 2004
BETWEEN
(1) ZIM CORPORATION a company incorporated in Canada whose registered
office is at 00 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxx Xxxxxxx, X0X 0X0,
Xxxxxx ("ZIM"); and
(2) XXX.XX, INC. a company incorporated in the United States whose
registered office is at 0000 Xxxxxxx Xxxx, Xxxxx #000-000, Xxx Xxxxx,
Xxxxxxxxxx 00000, XXX ("the Client")
Recitals
(A) ZIM is a Mobile Service Provider utilising connections to GSM Mobile
networks based in the United Kingdom for the provision of revenue
generating SMS services to end user mobile subscribers.
(B) The Client wishes to provide IMS Services to End Users which ZIM has
agreed to provide subject to and upon the terms and conditions set out
in this Agreement
IT IS AGREED as follows:
Definitions
1.1 Unless the context requires otherwise, the following phrases shall
have the following meanings in this Agreement:
"Connection Fee" means the payable on the date
of this Agreement in accordance
with Clause 3.1.
"Monthly Fee" means the fee payable to ZIM
by the Client for the provision of
the Service in accordance with
Schedules 2 and 3.
"Commencement Date" means the date of this Agreement
"Confidential Information" means any information whether
oral, written held on whatever
media which is disclosed to or
otherwise obtained by one party
from the other party pursuant to
or in connection with this
Agreement, and whether or not such
information is expressly stated to
be confidential or marked as such,
and including but not limited to
know how methodology and other
proprietary information and of
business and/or marketing plans
and business practices and other
commercially sensitive information
including End User information and
data.
"Content Aggregation" means the collation
of information content by the
Client from third party sources.
"End User" means any individual,
corporation or other legal entity
that uses the Network from mobile
telephones provided by or
utilising mobile telephones
operated by UK Operators. The term
"End User" does not include an
Unbillable End User
"End User Information" means any demographic or personal
information identifying
information, data or records
relating to End Users and/or their
use of the Information Services,
including, without limitation,
their respective names, addresses,
telephone numbers, account
information, passwords, usage
statistics, communications
exchanged or transactions
conducted using the Information
Services.
"End User Validation Data" means data
to be provided by ZIM to the
Client that shall enable the
Client to establish whether the
relevant End User is a Billable
End User or an Unbillable End
User.
"Force Majeure" means any event or
condition, not existing as of the
date of this Agreement , not
reasonably foreseeable as of such
date and not reasonably within the
control of either party, which
prevents in whole or in material
part the performance by a party of
its obligations hereunder (other
than the obligation to make any
payment of money due and owing) or
which renders the performance of
such obligations so difficult or
costly as to make such performance
commercially unreasonable. Without
limiting the foregoing, the
following will constitute events
or conditions of Force Majeure:
acts of state or governmental
action (including but not limited
to the failure of the appropriate
government authorities to grant
proper authorization to the Client
to provide the Client Services to
End Users), riots, disturbance,
war, strikes, lockouts, slowdowns,
prolonged shortage of energy
supplies, epidemics, fire, flood,
hurricane, typhoon, earthquake,
lightning and explosion.
"IMS" Means information based mobile
telephone communication services
effected by the transmission of an
Information Services to and
receipt of SMS text messages from
a mobile telephone via a Network
"ICSTIS" means the Independent Committee
for the Supervision of Standards
of Telephone Information Services
(or any similar body that may be
appointed in addition to or in
substitution for it).
"Information Message" means a premium rate SMS
message (which is not a Zero-Rated
Information Message Bulk SMS) sent
by the Client to an End User in
accordance with Schedule 3 as part
of its provision of Information
Services pursuant to this
Agreement.
"Information Request" means a SMS Request or a
Subscription Request.
"Information Services" means the provision of a
SMS mobile telephone text message
(via Information Messages and/or
Zero-Rated Information Messages
Bulk SMS) to End Users by the
Client pursuant to this Agreement.
"Initial Term" means the period of 12 months from
the Commencement Date
"Networks" aggregated wireless gateways
available for the transmission of
SMS text messages transmitted to
or from mobile telephones within
the United Kingdom
"UK Operators" Means Vodafone, O2, Orange,
T-Mobile
"Revenue Share Payment" means a payment from ZIM to the
Client in accordance with in
Schedule 1.
"Services" means the services to be
provided by ZIM to the Client
in accordance with Clause 2
"Short Codes" means a numeric string from
four (4) up to eleven (11) numbers
entered into a mobile telephone by
an End User which will identify
the sender of a SMS text message
"SMS Request" means a SMS message sent
via a mobile telephone or the
Internet by an End User to the
Client to prompt an Information
Message to be sent by the Client
to that individual End User's
mobile phone.
"SMS Tariff(s)" means the tariff(s)
(which shall be subject to change
from time to time with immediate
effect by written notice from ZIM
to the Client) set out in Schedule
1, Part 2 payable by End Users for
Information Messages.
"Subscription Request" means either:
1. a standard rate SMS message
sent by an End User to the
Client; or
2. an application that has been
completed by an End User on
an internet site owned by
and/or operated by the Client
or its agents,
3. an application that has been
completed by an End User on
an IVR owned and operated by
the Client or its agents,
in each case to prompt a certain
(or indefinite) number of
Information Messages to be sent to
such End User's mobile phone at
predetermined intervals.
"Territory" means the United Kingdom.
"Unbillable End User" means a mobile telephone user
where:- an SMS text message sent
from such persons mobile telephone
is incapable of transmitting
sufficient data to enable ZIM to
identify the specific mobile
telephone which sent the SMS text
message ,or
insufficient information is
transmitted in conjunction with an
SMS text message to enable ZIM to
submit to such person an SMS
Tariff, or
the mobile telephone used by such
person is incapable of originating
a valid Subscription Request, or
the mobile telephone used by such
person is incapable of
transmitting SMS text messages
"Bulk SMS" means Information Messages
sent by the Client to End Users in
accordance with that certain
Standard Messaging Agreement
entered into as of May 11, 2004
between ZIM Corporation and Short
Message Activities Corporation
("Bulk SMS Agreement")
1.2 References herein to "Clauses", "sub-clauses" and "the Schedule" are
to clauses and sub-clauses of and any schedule to this Agreement
unless otherwise specified.
1.3 Unless otherwise required words denoting the singular include the
plural and vice versa, the masculine includes the feminine and the
neuter and vice versa
1.4 References in this Agreement to statutory provisions include all
modifications and re-enactments of them and all subordinate
legislation made under them.
1.5 Clause headings are included in this Agreement for convenience only and
do not affect its construction.
2 Provision of the Services by ZIM
2.1 During the continuation of this Agreement and subject to the payment
by the Client to ZIM of the sums payable under Schedule 1 ZIM shall
provide to the client:
(a) Networks for the purposes of the provision of Information
Services to End Users
(b) Networks for the purposes of the receipt of Subscription
Requests and SMS Requests from End Users
(c) Billing and collection services on behalf of Client from End
Users for Information Services according to Clause 5 and the
applicable Schedules attached hereto and incorporated herein
by reference.
and shall make all reasonably appropriate arrangements with all UK Operators to
ensure such Networks are available for use (save only where prevented by Force
Majeur) by End Users of each of the mobile telephone companies comprised in the
term "UK Operators"
2.2 During the continuation of this Agreement (but for the avoidance of
doubt not following termination howsoever arising) ZIM grants insofar
as the same is reasonably required for either the provision of the
Services and/or the performance of the Clients obligations in this
Agreement a non-exclusive, non assignable, royalty-free licence for
the Client to use all computer software and programs designed and/or
owned by ZIM
2.3 ZIM shall provide Client real-time handset delivery receipts for each
Information Message transmitted for delivery to End Users, including
but not limited to any acknowledgements and other relevant transaction
reports generated by the ZIM network. Each delivery receipt shall
clearly state if the Information Message was delivered to the End User,
if the End User was successfully billed, and in the event of
non-delivery, the reason for such failure.
2.4 ZIM shall provide to the Client as soon as practicable End User
Validation data for the purpose (inter alia) of identification of
Unbillable End Users. Such information shall be updated at monthly
intervals during the continuation of this Agreement
2.5 Subject to the observance of the obligations on the part of the
Client contained in this Agreement, ZIM shall be responsible for all
the collection of all charges from End Users levied in connection
with the provision of Information Services, provided always that ZIM
shall not be responsible for the collection of any charges applicable
to the transmission of Information Messages to an Unbillable End
User.
2.6 Observe the obligations on the part of ZIM as set out in Clause 4 and
Clause 5 (Usage Information).
3. The Client's obligations
3.1 Notice to ZIM
The Client shall give ZIM the following periods of notice:
3.1.1 If Client believes that the following will result in a significant
change in traffic levels, then Client will provide at least 7 day's
written notice of its intention to launch new Information Services
and/or of its intention to make substantial alterations to the
Information Services (accompanied by a forecast of the effect of such
changes, that is, the increase/decrease in volumes)
3.1.2 If Client believes that the following will result in a significant
change in traffic levels, then Client will provide at least 3 days
written notice of its intention to advertise new or substantially
altered Information Services.
3.2 Delivery of Information Services to End Users
3.2.1 The Information Services shall only be delivered to End Users as
Information Messages and in no other data communication format.
3.2.2 No Information Messages shall be sent to or otherwise communicated by
the Client to Unbillable End Users
3.2.3 In respect of all Information Messages transmitted by the Client:
(a) no more than one Information Message shall be sent to an End
User in response to a Single Request; unless agreed in
advance with the end user pursuant to a Subscription Request
and
(b) no more Information Messages shall be sent to an End User in
response to a Subscription Request than such End User shall
have requested via such Subscription Request; and
(c) (regardless of the number of Information Requests made) the
total number of Information Messages sent to a single End
User in any one day shall be no more than the number that
would cost such End User (pound)30 inc Vat (or some other
amount as may be agreed between the parties hereto in
writing in advance) on his mobile phone xxxx unless agreed
in advance with the end user
3.2.4 The Client shall use its reasonable endeavours to procure, prior to
transmission of a Subscription Request:
(a) End Users have been made aware of the identity (including
principal place of business) of the Client as the supplier
of the Information Services
(b) End Users have an adequate and accurate description of the
Information Services, including the intended purpose of and
nature of the Information Services provided by the Client;
(c) End Users have been made aware of (i) the cost of all
Subscription Requests and Information Messages and (ii) the
frequency and number (unless this is indefinite - in which
case this fact shall be made clear) of Information Messages
that will be received in response to a Subscription Request
and (iii) their rights to cancel described in Clause
3.2.4(e)
(d) End Users have been made aware of arrangements which will be
implemented in respect of the levying of charges to End
Users (i.e. charges will made via the End User's mobile
phone xxxx in the case of contract customers or deducted
from airtime credit in the case of pre-pay customers); and
(e) End Users will be made aware of their ability to terminate a
Subscription Request and the manner in which this is
effected, which shall irrespective of the method of
communication of a request to terminate entitle the End User
to terminate a Subscription Request with immediate effect
The Client shall submit to ZIM for approval details of the manner in
which the Client intends to communicate material upgrades or
substantially altered Information Services to End Users, ZIM approval
not to be unreasonably withheld or delayed.
3.2.5 No Information Services shall be provided (either to End
Users or otherwise):
(i) unless sent in response to a SMS Request or a
Subscription Request, nor
(ii) to an End User following the exercise of their
right to terminate receipt of Information Services
3.2.6 The Client shall take all reasonable steps available to ensure that
the number of attempted Information Requests and Information Messages
transmitted at any particular time does not exceed the transmission
capacity of the Networks observing such reasonable restrictions and/or
requirements (which may include temporary suspension of the Services)
as may be imposed by ZIM in written advance notice to ensure the
continued stability of Networks.
For clarification the client will not submit more than 20 messages
per second per network without prior agreement with ZIM.
3.4 Content of Information Services
3.4.1 Client shall clearly prohibit End Users subscribing to Information
Services within its Terms and Conditions from including the following
within their contents messages:
(a) contain any statement of a defamatory nature
(b) contain any statement likely or which may bring the name of
ZIM into disrepute or otherwise have adverse effect on ZIM,
its name, or brand
(c) state or imply any approval by ZIM of the Information Service
nor to refer (directly or indirectly) to ZIM without the
express and prior approval in writing of ZIM.
(d) violate the rights of any third party including, but not
limited to, privacy, publicity, copyright or patent
(e) contain such data what will impair the operation of the
Networks or any part of it
(f) contain any information or material which would, or the
sending of which over Networks would, be a criminal offence,
breach the provision of any statutory provisions (whether
existing at the date of this Agreement or not) or would
otherwise be unlawful in the jurisdiction where the
Information Messages are capable of being sent and/or
received.
(g) contain any statement that is immoral, offensive, indecent,
abusive or menacing,
3.4.2 Subject to the specific provisions of this Agreement the content of
Information Services shall be determined by the Client who shall be
solely responsible for the content and operation of Information
Services.
3.4.4 The terms and conditions governing Bulk SMS are set forth in the Bulk
SMS Agreement.
3.5 Client Compliance
3.5.1 The Client shall procure prior to the transmission of any Information
Service that all rights, licenses and consents including all
intellectual property rights, have been obtained and all requirements
of law complied with as may be necessary to enable the Information
Service to be made available to End Users. The Client shall provide
evidence of compliance with this paragraph, upon request
3.5.2 The Client shall comply with all reasonable requirements and
conditions from time to time imposed in connection with the provision
of Information Services and/or provision of the Services by ZIM or by
UK Operators
3.5.3 The Client shall provide ZIM, UK Operators and/or ICSTIS such
information or material relating to Information Services or any
proposed future service as may from time to time be reasonably
requested
3.5.4 Without limitation to the foregoing provisions of this Agreement the
Client shall ensure that all Information Services together with all
other advertising, data and other information provided in conjunction
with Information Services shall comply with the ICSTIS Code of
Practice, Data Protection Xxx 0000 and the Consumer Protection
(Distance Selling) Regulations 2000 together with all other statutory
provisions applicable during the continuation of this Agreement
3.6 Meetings With UK Operators ZIM and Client shall schedule meetings no
less frequently than once a quarter to meet with each of the major UK
Operators, namely Vodafone (UK), O2 (UK), T-Mobile (UK), and Orange
(UK). The purpose of these meetings shall be to promote coordination
between the UK Operators, ZIM and Client with respect to the
transmission of Information Messages contemplated hereunder, to
address any concerns related to End User queries or complaints and to
inform UK Operators about new Information Services which will be
offered or to advise of existing Information Services which will be
substantially altered.
3.7 Short Codes
3.7.1 ZIM shall provide the Client with one or more Short Codes to be used
by End Users to transmit Information Requests and for Client to
transmit Information Services. Initially, ZIM shall provide Client a
shared Short Code, which will be reserved for Client's sole use. Any
key words associated with Client's shared Short Code shall be for the
exclusive use of Client. In the event Client's volume of Information
Services is not substantial, ZIM may assign others to share the Short
Code reserved for Client, but only upon providing Client thirty (30)
days prior written notice. In such event and upon Client's request,
ZIM shall reserve a dedicated and dynamic Short Code for Client. Short
Codes may comprise an entire UK Operator mobile telephone number. The
purpose of the Short Code if for Zim to provide billing and collection
services on Client's behalf as stated in Clause 2.
3.7.2 In so far as the Client may require use of an alphanumeric identifier
(comprising a brand name or specific name as identification of the
transmitter of an Information Service upon an End Users mobile
telephone) the Client shall on request from ZIM provide evidence as to
the right of the Client to use such name. Use of any alphanumeric
identifier shall be subject to availability via each of the UK
Operators
3.7.3 ZIM shall retain ownership to all Short Codes supplied and may
withdraw such Short Codes at any time upon thirty (30) days prior
written notice. In such circumstance, Zim would provide an adequate
replacement or terminate this Agreement pursuant to Clause 13.2.1 (e).
3.7.4 ZIM shall be entitled to levy an additional charge in respect of the
provision of dedicated Short Codes.
3.7.5 The Short Code provided by ZIM under Clause 3.7.1 shall enable dynamic
suffixes to be added by Client for purposes of tracking and routing
multiple thread application traffic.
3.8 End User support
3.8.1 The Client shall provide and maintain during the continuation of this
Agreement adequate support to End Users in relation to the Information
Services and shall inform End Users of any related routes of contact
in relation to enquiries, complaints and/or queries relating to
Information Services.
3.8.2 If:
(a) An End User contacts ZIM or a UK Operator in relation to the
Information Services ZIM may (at its absolute discretion)
either (i) redirect or transfer such End Users to the
support facilities of the Client or (ii) (where capable)
deal with the query or complaint. In the event End Users
make multiple queries or complaints that exceed industry
standards, Client and ZIM shall cooperate and determine the
best manner to manage the disposition of such queries or
complaints. As a result, ZIM and Client may agree upon local
customer care representatives to manage End User queries and
complaints that exceed industry standards. ZIM and/or UK
Operators reserves the right to impose a charge for such
(b) ZIM or UK Operators receive complaints regarding the Client
and/or Information Services which it considers to be of such
seriousness or number as to be materially prejudicial to ZIM
or UK Operators brand or reputation, it may, by notice in
writing to the Client, either (i) temporarily suspend the
Information Services for such period of time as it may, in
its absolute discretion, deem fit or (ii) terminate this
Agreement. Whenever possible, ZIM and Client shall cooperate
to address any End User complaints in an attempt to avoid
suspension or termination of this Agreement.
(c) In connection with the right to terminate this Agreement
under sub-Clause (b) ZIM shall give to the Client not less
than 30 days notice of the intention to terminate (within
which period of time the Services shall be suspended).
Within such 30-day period the Client may submit to ZIM
written reasons as to why this Agreement shall not be
terminated. On receipt of such written reasons ZIM shall use
reasonable endeavours to obtain the agreement of UK
Operators to the retention of the Services, progressing the
reasons received from the Client. The parties (observing the
provisions of this sub-Clause) shall be bound by the
decision of the UK Operators. Where the UK Operators shall
impose any condition on the retention of the Services ZIM
shall not be obliged to continue the Services and may
progress with the termination of this Agreement in so far as
the Client shall not agree to observe and perform such
conditions and shall enter into such further documentation
as ZIM shall reasonably require in connection with the
documentation of the Clients' agreement to observe such
conditions as imposed by the UK Operators.
4. Provision of Usage Information
4.1 Within 30 days of the end of each calendar month under the
continuation of this Agreement ZIM shall prepare and provide to the
Client a report detailing the number of Information Messages delivered
to End Users during the preceding calendar month. Included in this
report shall be the following information:
(a) gross revenue (e) fees
(b) total messages sent (f) revenue share
(c) total messages delivered (g) net revenue
(d) total messages billed (h) bad debt
ZIM shall also include the leakage rate, namely the discrepancy
between successfully delivered Information Messages reported by ZIM
and the revenue actually paid by UK Operators related to such
Information Messages. Where the Client shall consider there shall be
any discrepancy within such information the parties shall work
together in good faith to identify the discrepancy and agree any
variation to correctly reflect the volume of Information Messages
transmitted in the appropriate period. In the event that no
satisfactory resolution is found, the UK Operator(s) figures shall be
used for the calculation of any payments.
4.2 The report produced in accordance with sub-Clause 4.1 shall be
available electronically via a secure Internet account. Access
details to view electronic reports and statements shall be as
specified in schedule 3 of this agreement.
4.3 The Client:
(a) shall be responsible for retaining evidence that Information
Messages sent to End Users were properly solicited (that is,
via a Single Request or a Subscription Request); and
(b) hereby agrees that, subject to Clause 11.6, upon written
request giving 5 days notice, ZIM shall have the right to
inspect the evidence referred to above.
4.4 In the event that ZIM in its reasonable opinion, considers the
information presented to it pursuant to sub-Clause 4.3 unsatisfactory
or incomplete ZIM shall request Client to provide additional
information.
4.5 Audit Rights
Client may, up to two (2) times in a calendar year upon no
less than five (5) days prior written notice to and at a time
reasonably acceptable to ZIM, cause a certified accountant
subject to a duty of confidentiality, to review the books and
records of ZIM, solely to the extent reasonably required to
ensure compliance with this Agreement. If the audit reveals a
difference of more than 5%, ZIM will reimburse Client for the
difference plus the reasonable cost of the audit. The rights
under this clause shall survive the expiration of this
Agreement for one year. The audit should be conducted during
normal business hours and not disrupt ZIM's business. The
audit should be conducted by an independent accountant
appointed by the client.
5. Payment
5.1 Revenue Share
5.1.1 Tariff from UK Operators
The Client shall be entitled to receive a payment ("a Revenue Share") in respect
of each Information Message transmitted during the continuation of this
Agreement as specified in the Schedules attached. The sums specified in the
Schedules attached shall be subject to variation from time to time by written
notice to the Client.
5.1.2 Revenue Deductions
The total revenue generated from the Tariffs for each relevant month shall be
shared in the following manner: first all applicable taxes, levies, bad debt,
and End User refunds (collectively "deductions") will be deducted from the gross
revenues for the transmission of Information Services collected by ZIM
("Information Services Revenues"), then the remaining revenue shall be divided
on an percentage basis between the UK Operator(s), ZIM and Client, according to
this Clause 5 and attached Schedules 1 and 2.
5.1.3 Exclusion of Entitlement
The Client shall not be entitled to any Revenue Share in respect of the
transmission of any Information Services to any Unbillable End User, nor
entitled to any Revenue Share in respect of any attempted transmission of an
Information Request attempted to be transmitted to the Client by an Unbillable
End User
5.1.4 Collection of Revenue Share
ZIM shall undertake best efforts to collect the entitlement to Revenue Share
pursuant to Clause 2 from the UK Operators. There shall be no liability for ZIM
to make any payment to the Client where any UK Operator has not made payment of
Revenue Share but only if such failure to pay does not result from a breach of
this Agreement by ZIM.
5.1.5 Maintenance of Records
ZIM shall maintain complete records as to the entitlement to Revenue Share in
respect of each of the UK Operators that shall be available for inspection by
the Client on the giving of reasonable written notice. The statement produced
shall include a complete breakdown of the method of calculation of Revenue
Share, including details of all rebates received and/or penalties charge by UK
Operators
5.1.6 Net Payments
a) Netting Delivery Fees from Client Revenue Share:
The Parties intend that the Information Services Revenues collected by ZIM will
be applied to offset the delivery fees ("Delivery Fees") due ZIM for Bulk SMS
services provided to Client. Accordingly, the manner in which such net payments
will be made ("Net Payments") is set forth herein. Deductions from Information
Services Revenues will be made as set forth in sub-clause 5.1.2. The Revenue
Share allocated to Client shall be applied to satisfy outstanding Delivery Fees
for Bulk SMS services due and payable to ZIM under the Bulk SMS Agreement. Any
remaining Client Revenue Share shall be due and payable to Client by ZIM within
sixty (60) days following the last day of the month in which such Information
Services Revenues were generated.
Gross amounts for bulk messages and revenue share will be invoiced by both ZIM
and Client at the end of each month for their respective service offerings in
order to determine the Net Payment. From the aforementioned invoices, ZIM will
prepare a statement of account within 30 days of each calendar month detailing
the Net Payment to be made within 60 days of the end of the calendar month in
which such Information Services Revenue and bulk messaging fees were generated.
To be clear, the aforementioned Net Payments shall be deducted from the same
month in which both the Information Services Revenues were generated and the
Delivery Fees were incurred. Such netting process shall happen sixty (60) days
following the last day of such certain month.
For example:
In the event the following happens within the month of June 2004:
o The Revenue Share to Client is $50,000 USD for monies generated from
the transmission of Information Services; and
o Client consumed $40,000 USD in Delivery Fees for Bulk SMS Services;
Then ZIM would deduct a Net Payment of $40,000 USD from the $50,000 USD
revenue share on August 31, 2004. Client may select to either have the
remaining $10,000 USD applied as credit for future Delivery Fees to be
incurred or select for a payment of such to be processed within ten
(10) days.
b) Reporting, Invoicing, and Discrepancies:
Notwithstanding that ZIM may not have received such Information Services
Revenues from UK Operator(s), ZIM shall approximate the Information Services
Revenues to be generated in a certain month based on its records. Upon receipt
of Information Services Revenues from UK Operator(s), ZIM shall reconcile any
discrepancies in the manner described in the Bulk SMS Agreement. Any adjustments
to the amounts credited Client in a certain month shall be reflected in the
invoice sent to Client as a credit or debit, as the case may be, for the
following month.
In the event the Delivery Fees for Bulk Messaging in a certain month exceed the
Revenue Share due and payable to Client in that certain month ("Excess Amount"),
then ZIM shall invoice Client for such Excess Amount. The Excess Amount shall be
due and payable by Client within thirty (30) days of receipt of the
aforementioned invoice to avoid the interest charge of 1% per annum. In the
event that the Revenue Share due and payable to Client in a certain month exceed
the Delivery Fees due and payable to ZIM, then Client will have the option to
either have such amounts credited to the Delivery Fees to be consumed by Client
in future months or, to have ZIM remit a payment of such amounts to Client.
Client will make best efforts to notify ZIM within 10 days of receiving the
monthly statement whether it will accept payment of such amounts or apply such
to future month's Bulk Messaging fees. To be clear, failure to provide notice of
allocation decision within 10 days, does not waive Client's right to determine
the allocation of funds due to it hereunder. If the Client elects for payment of
such amounts, then ZIM will make payments within 60 days of the end of the
calendar month in which such Information Services Revenue was generated.
c) Assignment of Accounts Receivable:
Client hereby assigns ZIM as a secured vendor, and Client also reserves the
right to secure payment from month to month by the assignment of account
receivables from other parties owing monies to Client ("Assignment"). To be
clear, the Assignment shall be exclusively limited to the Excess Amounts due and
payable in accordance with the terms hereunder. Client reserves the right to
remit such payment directly to ZIM or, alternatively, at the option of Client,
to arrange for payments by way of the aforementioned Assignment. Further, ZIM
shall only be a secured vendor as long as it does not breach any of its
obligations under this Agreement and that of the Bulk Messaging Agreement.
5.1.7 Determination of dispute
(a) In so far as any dispute may arise between the parties with regard to
the calculation of Revenue Share the parties will make available to
the other all information, records and data held by them in respect of
the Information Services which would have been given rise to the
entitlement to Revenue Share and shall use all reasonable endeavours
to agree the sum or sums due pursuant to the terms of this Agreement.
(b) Where such dispute shall arise from action taken or not taken by a UK
Operator ZIM shall attempt to agree with the UK Operator the dispute
that has arisen, making all reasonable representations that may have
been communicated to ZIM by the Client
(c) ZIM shall use best efforts and shall act in good faith to ensure
payment is made to Client in a timely and reliable manner. However,
with that being said and subject to the remaining terms of this
provision, there shall be no obligation on the part of ZIM to make any
payment pursuant to sub-Clause 5.1.6 until such time as any dispute
regarding the calculation of Revenue Share shall have been resolved to
the reasonable satisfaction of the parties. Where such dispute shall
relate to one or more of the UK Operators but not all of the companies
comprised in the definition of UK Operators, ZIM's right to withhold
payment under this sub-Clause shall only be in respect of that
proportion of the Revenue Share as shall be due and is in dispute from
the UK Operator(s) (or specifically from a portion thereof as
applicable) who shall have refused to make payment to ZIM. All Revenue
Share amounts due to Client by ZIM that are not in dispute shall be
paid according to the normal payment schedule. ZIM will act in good
faith in connection with the provisions of this sub-Clause and shall
not progress or otherwise delay resolution of any dispute purely for
the purposes of delay of payment. Further, this sub-Clause is
applicable only to disputes that relate to traffic volume reporting
for Bulk Messaging and/or Information Services Revenue. And in no
event shall a delay in payment be due to actions or omissions of the
same caused by ZIM.
(d) Where despite the using of reasonable endeavours to resolve any
dispute the parties shall not be able to agree on the Revenue Share,
then the UK Operator(s) records shall serve as final.
5.2 Value Added Tax
All sums payable under this Agreement are quoted as being exclusive of Value
Added Tax. The party making payment shall in addition to the amount payable as
specifically stated in this Agreement also, pay in addition all Value Added Tax
at the rate prevailing from time to time
6 TECHNICAL
6.1 General
6.1.1 Client shall establish a direct data communication connection to ZIM
situated at ZIM London Data Center, in connection with the provision
of the Services. Such connection shall be to a specification
reasonably required by ZIM but without limitation shall comply with
the communication protocols specified in Schedule 4.
6.1.2 The Client shall supply and maintain all of its equipment and
communication connections necessary pursuant to sub-Clause 6.1.1 up to
such communication point where data will pass to equipment and
Networks provided by ZIM under the terms of this Agreement.
6.1.3 ZIM shall be entitled to disconnect or suspend any direct connection
provided by the Client with as much prior notice as is possible,
should a fault or other form of transmission error occur considered in
the reasonable opinion of ZIM to affect or be likely to affect the
performance of the Networks.
6.1.4 The Client shall provide such assistance as ZIM may reasonably require
in connection with the carrying out of installation tests to ensure
the connections provided by the Client in accordance with sub-Clause
6.1.1 shall perform in accordance with the provisions set out in Schedule 4;
provided such adheres to Client's security policies.
6.2 The Client's Undertakings
6.2.1 The Client agrees with ZIM:
(a) To be responsible for the supply and maintenance of the
connection provided under sub-Clause 6.1.1 and for all
costs and expenses arising in connection with such
connection.
(b) To provide ZIM with a nominated point of Contact (in
relation to general enquiries) and a Technical Point of
Contact (in connection with technical and data enquiries)
with whom ZIM shall be able to communicate in connection
with any problems/difficulties arising in connection with
the connection provided by the Client under sub-Clause
6.1.1 or otherwise in connection with any communication
problems which may arise in relation to the provision of
Information Services and/or provision by ZIM of the
Services under the terms of this Agreement. Where this is
the same person a second, back-up, point of contact should
also be provided.
(c) In so far as the provisions of this Agreement require the
parties to maintain run or otherwise operate computer
software, the parties will inform each other (prior to
implementation) of any intention to modify up-grade or
otherwise alter the performance of any software to enable
the other party to consider potential compatibility issues.
The Client shall undertake no such software up-grade,
modification or other alteration until the Client shall
have undertaken such performance functionality tests, as
ZIM shall reasonably require
7 MARKETING AND PUBLICITY
7.1 The Client shall be solely responsible for marketing and promoting the
Information Services.
7.2 Each Party shall obtain the express written consent of the other to
the issue, content and timing of any news/press releases, articles,
brochures, advertisements, prepared speeches or other information
releases issued in connection with this Agreement or the provision of
the Information Services, such consent not to be unreasonably withheld
or delayed.
8 INTELLECTUAL PROPERTY RIGHTS & OWNERSHIP
8.1 Except where specifically provided under the provisions of sub-Clause
2.2, this Agreement does not operate as an assignment by or to either
party of any copyright, registered design, trademark or any other
intellectual property rights of whatever nature.
8.2 Nothing in this Agreement shall entitle either party to use the other
party's name, logo or trademark or any intellectual property in
connection with Information Service without the prior written consent
of the other.
8.3 Client network. Client shall retain all right, title, and interest in
and to the Client network, including but not limited to, ownership of
all hardware, software, technology, applications, data (including
text, images, etc.) and all intellectual property rights associated
therewith.
8.4 ZIM network. ZIM will retain all right, title, and interest in and to
the ZIM network including but not limited to, ownership of all
hardware, software, technology, applications, data and all
intellectual property rights associated therewith.
8.5 End User Information. Client shall have sole ownership and control of
the information and data collected from End Users of Client, including
but in no way limited to all SMS data transmitted by ZIM, such as SMS
content, end user's mobile phone number, and other End User data. Such
End User Information shall be considered Confidential Information.
8.6 Rights Reserved. All rights not specifically granted herein to
hardware, software, content, marks, technology, or other materials
(and intellectual property rights in any of the foregoing) are
reserved to the owner thereof.
9 indemnity AND LIMITATION OF LIABILITY
9.1 The Client will fully indemnify ZIM against all liability, reasonable
costs, reasonable expenses, actions and proceedings (including, but
not limited to, any claim that the content of the Information Services
infringes the intellectual property rights of any third party) arising
directly or indirectly out of or in connection with the provision of
the Services or use of Information Services or the conduct of the
business of the Client.
9.2 ZIM shall promptly pass on to the client all third party claims in
respect of the context of the information services.
9.3 ZIM will fully indemnify the Client against all liabilities,
reasonable cost, reasonable expenses and actions proceedings claims
and demands arising out of or in connection with any error in,
alteration of, or omission from Information Services caused by any
fault in the Network (except by Force Majeur) and which claims are
validly and lawfully made by any third party.
9.4 The provisions of sub-Clauses 9.1 and 9.3 are subject to the following
conditions:
(a) ZIM indemnity does not extend to any liability for a breach of
any contract between the Client and any third party or to any
action, proceeding, claim or demand in respect of or in
consequence of such a breach of contract;
(b) nothing in this Agreement renders the Client liable to
indemnify ZIM against any liability, action, proceeding claim
or demand in respect of any errors in or omission from the
Information Service caused solely by a fault in the Networks;
(c) the party seeking to enforce an indemnity must promptly give
the other party written notice of any action proceeding claim
or demand and if the party receiving the notice accepts full
liability to indemnify the other in the event of the Court or
other competent authority giving judgment or a decision for
the plaintiff:
(i) the party seeking the indemnity must not admit
liability or make any compromise or payment except
with the consent of the other party or under an
Order of a Court;
(ii) the party seeking the indemnity must permit the
other party (or such person, firm or company as
that party may from time to time nominate) in the
name of the party seeking the indemnity to conduct
and settle any such action proceeding or claim as
the other party may see fit; and
(iii) the party conducting the proceedings must
reasonably consult the other party in connection
with the proceedings and keep the other party
informed as to their progress.
9.4 ZIM duty in performing its obligations under this Agreement is to
exercise the reasonable skill and care of a competent mobile Internet
service provider. The Client acknowledges and accepts that provision
of Information Services is available only within the communication
range of the UK Operators, The Client accepts that the quality and
availability of Information Services may be affected by factors
outside ZIM or UK Operators control such as local physical
obstructions, atmospheric conditions and other causes of radio and/or
communication interference or faults in other telecommunications
networks to which the UK Operators are connected.
9.5 The provisions of this Agreement set out the entire understanding
between the Client and ZIM in respect of which ZIM shall be under no
other obligation duty or liability except as specifically set out
herein.
9.6 Nothing in this Agreement shall restrict the liability of either party
in respect of death or personal injury.
9.7 Notwithstandng anything in this agreement to the contrary, neither
party shall be liable to the other in any manner whatsoever in respect
of any purported loss of profit, business or anticipated savings or
for any indirect or consequential loss whatever and howsoever arising.
9.8 Without limitation to the foregoing, in any event either party's
liability in contract, tort (including negligence) or otherwise
arising shall be limited to (pound)1 million for any one incident or
series of related incidents and in any 12-month period to a total of
(pound)2 million.
9.9 Each provision of this clause 9 operates separately. If any part is
held unreasonable or inapplicable in any circumstances the other parts
shall continue to apply.
10 THIRD parties
The provisions of this Agreement are solely for the benefit of the parties
hereto and are not intended to confer upon any person except the parties any
rights or remedies hereunder. No person who is not a party to this Agreement
shall have any right to enforce any of its terms pursuant to the Contracts
(Rights of Third Parties) Xxx 0000.
11 CONFIDENTIALITY
11.1 Each party acknowledges to the other that mutual disclosure of
Confidential Information will be essential to the due performance of
the parties' respective obligations under this Agreement and that
unauthorised use or disclosure of any such Confidential Information
could harm the business operations of its owner.
11.2 It is agreed that each party will limit the disclosure of Confidential
Information to those of its employees, contractors or agents who
require that information for purposes connected with the performance
of this Agreement and will procure that any record of such
Confidential Information is kept secure in accordance with normal
business practices.
11.3 Neither party will use any such Confidential Information of the other
otherwise than for the purposes of this Agreement without the express
consent of its owner.
11.4 The undertakings contained in this clause 11 shall not apply to the
receiving party in respect of any information which:
11.4. 1 is already in the receiving party's possession as at the
date of this agreement (except only where disclosed by the
other party as a consequence of or during the negotiations
leading to the signing of this Agreement); or
11.4.2 is independently developed or generated by the receiving
party; or
11.4.3 is provided to the receiving party by any third party who
was free of any restriction as to its use or disclosure at
the time of such provision; or
11.4.4 is or falls into the public domain (otherwise than in
consequence of a breach of this Agreement); or
11.4.5 the receiving party is obliged to disclose by reason of any
legal requirement.
11.5 On termination of this Agreement each party will cease use of
Confidential Information of the other and will return any records of it
to the owner. The rights and obligations of the parties under this
Clause 11 will survive termination of the Agreement. The obligations
and restrictions in this clause shall be valid for a period of five
years from the termination of this Agreement.
11.6 End User Information as set forth in Clause 8.5 of this Agreement is
Confidential Information of Client. ZIM understands that it is not to
directly contact these End-Users and that doing so would cause
irreparable damages to Client.
12 DATA PROTECTION
Both ZIM and the Client shall comply with the Data Protection Xxx 0000 and any
privacy guidelines issued from time to time by ZIM in connection with the
respective activities carried out by the parties under this Agreement.
13. TERM AND TERMINATION
13.1 Term
This agreement shall come into force on the Commencement Date and shall continue
in force for the Initial Term and thereafter unless or until terminated by
either party giving to the other at least 4 months' written notice to expire on
or at any time after the end of the Initial Term or as specified below in
Section 13.2. 13.2 Termination
13.2.1 Methods of Termination
Notwithstanding the provisions of Clause 13.1, this Agreement may be terminated
in accordance with the following provisions:
(a) either party may terminate this Agreement by giving notice in writing
to the other party in the event the other party is in material breach
of this Agreement and (if capable of remedy) has failed to remedy
such breach within thirty (30) days of receipt of written notice
thereof from the other party;
(b) either party may terminate this Agreement immediately by notice in
writing if either party is unable to pay its debts (within the
meaning of Section 123 of the Insolvency Act 1986), makes or offers
to make any arrangement or composition with any one or more of its
creditors or commits any act of bankruptcy or if any petition or
receiving order in bankruptcy is presented or made against either
party or if any resolution or petition to wind up either party (being
a limited company) is issued or passed or presented or if a receiver
is appointed.
(c) either party may terminate this Agreement by giving notice in writing
to the other party should an event of Force Majeure continue for more
than Ninety (90) consecutive calendar days as provided in Clause 14
below; or
(d) the parties may terminate this Agreement by mutual written consent
(e) Either party may terminate this Agreement at any time for any reason
or no reason at all by giving the other party not less than 120 days
notice in writing
(f) Either party may terminate this Agreement in accordance with any
clause of this Agreement that expressly confers a right of
termination on that party.
13.2.2 Rights and Obligations on Termination
In the event of termination of this Agreement for any reason, the parties will
have the following rights and obligations:
(a) Upon termination of this Agreement, all rights of either party which
may have been granted in connection with the provision of the Services
and/or Information Services in respect of the use of trademarks, logos
or other marks (if any) shall terminate
(b) Termination of this Agreement will not release either party from the
obligation to make payment of all amounts that shall have accrued up to
the date of termination; and
(c) The obligations hereunder which by their terms or clear intent extend
beyond termination of this Agreement will survive termination
14 FORCE MAJEURE
14.1 Notice
Upon being affected by an event of Force Majored the party so affected shall
give notice to the other, together with details of the event which has occurred
so suggested to amount to Force Majored. On receipt of such notice the parties
shall discuss with the other (using all reasonable endeavors and acting in good
faith) how to best progress the provisions of this Agreement (if at all) bearing
in mind the event, which shall have occurred. Upon the giving of such notice the
affected party will be released without any liability on its part from the
performance of its obligations under this Agreement (except for an obligation to
make any payment of money due and owing), but only to the extent and only for
the period that its performance of such obligations is prevented by the event of
Force Majored.
14.2 Suspension of Performance
During the period that the performance by a party of its obligations under this
Agreement has been suspended by reason of an event of Force Majored, the other
party may likewise suspend the performance of all or part of its obligations
(except for an obligation to make any payment of money due and owing) hereunder
relating to the circumstances constituting the claimed event of Force Majored
(to the extent that such suspension is commercially reasonable).
15. MISCELLANEOUS
15.1 Governing Law
If Client sues ZIM, then the choice of law which shall be applicable to
the construction and interpretation of the agreement shall be that of
California and the venue shall be San Diego, California. If ZIM sues
Client then the choice of law which shall be applicable to the
construction and interpretation of the agreement shall be that of
California and the venue shall be Canada.
15.2 Relationship; Nonexclusive Arrangement
Nothing contained in this Agreement shall be construed to give either party the
power to direct or control the day-to-day activities of the other party, nor to
assume or create any obligation or responsibility, express or implied, on behalf
of or in the name of the other party. In fulfilling its obligations under this
Agreement, each party will be acting as an independent contractor. No exclusive
arrangement is created or is intended to be created between the parties herein.
Either party may engage other third parties to provide similar or identical
services further, Client shall not be obligated to send any minimum number of
transmissions to ZIM. In addition, Client in its sole discretion may select only
specific UK Operators for which it desires to utilize the services of ZIM, and
such specification may change from time to time for any reason or no reason at
all.
15.3 Entire Agreement
This Agreement and the Schedules hereto contain the entire agreement between the
parties with respect to the subject matter hereof and supersede all previous
agreements, negotiations, discussions, writings, understandings, commitments and
conversations with respect to such subject matter, and there are no agreements
or understandings between the parties other than those set forth or referred to
herein.
15.4 Amendments
This Agreement may only be amended in writing signed by an authorised signatory
of the respective parties hereto 15.5 Assignment Neither party may assign or
otherwise transfer its rights or obligations under this Agreement, in whole or
in part, without the prior written consent of the other party, which consent
shall not be unreasonably withheld or delayed.
15.6 Waivers of Default
Waiver by any party of any default by the other party of any provision of this
Agreement shall not be deemed a waiver by such party of any subsequent or other
default,
15.7 Severability
If any of the provisions of this Agreement is or becomes invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired. The parties shall
nevertheless negotiate in good faith in order to agree the terms of a mutually
satisfactory provision, achieving so nearly as possible the same commercial
effect, to be substituted for the provision so found to be void or
unenforceable.
15.8 Notices
All notices and requests in connection with this Agreement shall be given in
writing and sent by express delivery mail or by fax to the addresses contained
in the recitals of this agreement or to such other address, as the party to
receive the notice or request shall designate by notice to the other party.
15.9 Counterparts
This Agreement may be executed in any number of counterparts, and by the parties
to it on separate counterparts, each of which shall be an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been signed by the duly authorised
representatives of the parties the day and year first above written.
For and on Behalf of ZIM Limited:
/s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Position: VP, Mobile Sales
For and on Behalf of XXX.XX Corporation ("the Client"):
/s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Position: SVP, Business Development
SCHEDULE 1 - SHARED SHORT CODES
SERVICE CHARGES, REVENUE SHARE AND TARIFFS
"The Client" will be charged the following fees, for the applicable services as
shown below and set out in Clauses 2 and 3.7.
Part 1 - SERVICE CHARGES
The monthly charges cover the provision of SHARED short codes for each of the
four UK operators (Vodafone, O2, Orange and T-Mobile). Each short code has a
prefix of (8) consists of 5 digits and is consistent (unified) across all mobile
network operators.
Description Costs
Account Setup Fee (pound)0.00
Bronze Package Monthly Short Code and Keyword Rental (pound)99.00
(1 x Tariff(short code, 5 x Keywords of your choice)
*Additional Keyword - (pound)20 per keyword per month
Silver Package Monthly Short Code and Keyword Rental (pound)149.00
(2 x Tariff (short code, 10 x Keywords of your choice)
*Additional Keyword - (pound)15 per keyword per month
Gold Package Monthly Short Code and Keyword Rental (pound)199.00
(3 x Tariff (short code, 20 x Keywords of your choice)
*Additional Keyword - (pound)10 per
keyword per month
PLEASE NOTE: ZIM AGREES TO WAIVE THE ABOVE SERVICE CHARGES THAT MAY BE
APPLICABLE TO XXX.XX. HOWEVER, UNDER REGULAR CIRCUMSTANCES,
-------------------------------------------------------------------------------
ALL PRICES EXCLUDE VAT AND ARE SUBJECT TO A MINIMUM ACTIVATION PERIOD OF 1
(ONE) MONTH. SHARED SHORT CODES ARE AUTOMATICALLY
ASSIGNED. PRICE COVERS ALL FOUR UK OPERATORS.
Part 2 - REVENUE SHARE PAYMENTS
a) The following revenue share table shows the revenue paid to Client based on
successfully billed messages to subscribers of the service using a Vodafone UK,
Orange UK, T-Mobile UK or X0 XX mobile handset. All short code messages can be
charged against a Pre-pay (pay-as-you-go) or post pay (contract) mobile phone
xxxx. The out payment rates in this revenue share table will apply only to
monthly messaging volumes over and above 500,000 messages.
TARIFF REVENUE SHARE
------- -------------
VF OR TM O2
(pound)0.25 (pound)0.10 (pound)0.10 (pound)0.10 (pound)0.10
(pound)0.50 (pound)0.25 (pound)0.21 (pound)0.26 (pound)0.25
(pound)1.00 (pound)0.46 (pound)0.46 (pound)0.46 (pound)0.46
(pound)1.50 (pound)0.95 (pound)0.91 (pound)0.94 (pound)0.93
b) The following revenue share table shows the revenue paid to Client based on
successfully billed messages to subscribers of the service using a Vodafone UK,
Orange UK, T-Mobile UK or X0 XX mobile handset. All short code messages can be
charged against a Pre-pay (pay-as-you-go) or post pay (contract) mobile phone
xxxx. The out payment rates in this revenue share table will apply only to
monthly messaging volumes between 0 to 500,000.
TARIFF REVENUE SHARE
-------- --------------
VF OR TM O2
(pound)0.25 (pound)0.09 (pound)0.09 (pound)0.09 (pound)0.09
(pound)0.50 (pound)0.24 (pound)0.20 (pound)0.25 (pound)0.24
(pound)1.00 (pound)0.46 (pound)0.46 (pound)0.46 (pound)0.46
(pound)1.50 (pound)0.94 (pound)0.90 (pound)0.93 (pound)0.92
Revenue share payments shown above exclude VAT.
Part 3 - SHORT CODE INFORMATION
The table below shows the available shared short codes and the associated
tariffs which are charged including VAT to the end user.
SHORT CODE TARIFF
---------- ------
Inc VAT Excl VAT
83236 25.0p 21.3p
85239 50.0p 42.6p
86239 100.0p 85.1p
87239 150.0p 127.7p
SCHEDULE 2 - DEDICATED SHORT CODES
SERVICE CHARGES, REVENUE SHARE AND TARIFFS
"The Client" will be charged the following fees, for the applicable services as
shown below and set out in Clauses 2 and 3.7.
Part 1 - SERVICE CHARGES
In the event Client, in its sole discretion, determines to use a dedicated short
code, then the fees set forth below shall apply. The monthly charges cover the
provision of short codes for each of the four UK operators (Vodafone, O2, Orange
and T-Mobile). Each tariff shown in the revenue tariff sheet requires a separate
short code. Each short code has a prefix of (8) consists of 5 digits and is
consistent (unified) across all mobile network operators.
Description Costs
------------- -------------
Connection Fee (pound)300.00
Monthly Short Code Rental (pound)500.00
PLEASE NOTE: ALL PRICES EXCLUDE VAT AND ARE SUBJECT TO A MINIMUM
ACTIVATION PERIOD OF 3 (THREE) MONTH. PRICE COVERS ALL
FOUR UK OPERATORS. PLEASE NOTE: ALL CONNECTION AND MONTHLY DEDICATED SHORTCODE
RENTAL FEES COME OUT OF REVENUE SHARE
Part 2 - REVENUE SHARE PAYMENT CALCULATION FOR INFORMATION MESSAGES
1. The revenue tariffs that apply to the four main UK Operator
networks are in-line with the terms and conditions of this
agreement.
2. The revenue share payments will be paid by ZIM to "the
Client" only after ZIM has received payment from the UK
Operators as detailed in Clause 3 of this agreement.
Details on the Revenue Share Out Payments for Dedicated Short Codes on VODAFONE
(UK), O2 (UK), T-Mobile (UK) and Orange (UK), can be found at xxx.xxxxxx.xxx.
SCHEDULE 4 - VIRTUAL MOBILE
XXX.XX will have access to ZIM's Virtual Mobile Service if they wish to use it.
The mentioned fees will only apply if XXX.XX activates a Virtual Mobile account.
Services will be charged inline with the Setup Fees, Monthly Service Fee and
charges for applicable services as shown in the table below.
SERVICE CHARGES
The following service charges are for the monthly operation of the Virtual
Mobile solution by ZIM.
Description Costs
----------- ------
Number Allocation Fee (pound)100.00
Monthly Rental: Gold Virtual Mobile Number (pound)140.00
All prices shown above are subject to VAT.
PLEASE NOTE: ALL ALLOCATION AND MONTHLY RENTAL FEES REQUIRED ARE TO COME OUT
OF REVENUE SHARE.
Description Costs
----------- ------
Number Allocation Fee (pound)80.00
Monthly Rental: Silver Virtual Mobile Number (pound)60.00
All prices shown above are subject to VAT.
PLEASE NOTE: ALL ALLOCATION AND MONTHLY RENTAL FEES REQUIRED ARE TO COME OUT
OF REVENUE SHARE.
Description Costs
----------- ------
Number Allocation Fee (pound)60.00
Monthly Rental: Bronze Virtual Mobile Number (pound)40.00
All prices shown above are subject to VAT.
PLEASE NOTE: ALL ALLOCATION AND MONTHLY RENTAL FEES REQUIRED ARE TO COME OUT
OF REVENUE SHARE.
MINIMUM TERM
All Virtual Mobile numbers have a minimum rental period of one month. Virtual
Mobile numbers can be released after the first month's rental. Released numbers
will be returned to the ZIM number bank and maybe allocated to other customer.
Released numbers can be re-purchased however the allocation fee will apply.
SCHEDULE 5- INFORMATION MESSAGES (PROTOCOL)
All information with regards to gateway specifications, support documentation
and user guides can be found online at the following Internet address:
xxxx://xxx.xxxxxx.xxx
SCHEDULE 6- DEDICATED UK CUSTOMER CARE TLEPHONE LINE
DEDICATED CUSTOMER CARE TLEPHONE LINE
ZIM will provision a dedicated UK Customer Care Telephone line for XXX.XX. This
telephone line will be dedicated to XXX.XX for their SMS services in the UK and
throughout Europe if desired. The instructions for the telephone line are as
follows:
1. Call the line x000000000000
2. Wait until it goes to voicemail
3. Press 88 once the auto attendant picks up
4. Then you will be prompted to insert the mailbox number and your
password followed by the # key. The mailbox number is 5408 and the
password is 1234. So you need to dial 54081234#
5. Once this is done, you are in the system. You can change the
recording, the password, listen to messages, forward calls etc
Description Costs
----------- ------
Connection Fee (pound)0.00
Monthly Phone Line Rental (pound)80.00
PLEASE NOTE: ALL PRICES EXCLUDE VAT AND ARE SUBJECT TO A MINIMUM
ACTIVATION PERIOD OF 3 (THREE) MONTH. PRICE PLEASE NOTE: ALL CONNECTION AND
MONTHLY RENTAL FEES COME OUT OF REVENUE SHARE
