INTERNATIONAL TELECOMMUNICATION SERVICES AGREEMENT
AN AGREEMENT made the 16th of January, 1997, between Telecom Italia S.p.A.
(hereinafter called TELECOM ITALIA, which expression shall include its
successors and permitted assigns), whose registered office is et Xxx Xxx
Xxxxxxxx 00, 00000 Xxxxxx, Xxxxx of the one part and Nordiska Tele8,
(hereinafter called Tele8), which expression shall include its successors and
permitted assigns), whose registered office is at Hans Xxxxxxxxxxxxxxx 0, X00000
Xxxxx, Xxxxxx, of the other part.
WHEREAS TELECOM ITALIA and Tele8 (hereinafter collectively called "the
Parties"), desire to furnish telecommunication services between Italy (as
hereinafter defined) and points beyond Italy, and Sweden (as hereinafter
defined) and points beyond Sweden.
NOW THEREFORE IT IS HEREBY AGREED as follows:
1.
In this Agreement, unless the context otherwise requires, "Operating Territory"
in relation to TELECOM ITALIA means Italy and in relation to Tele8 means Sweden.
The Annexes 1 through 2 to the present Agreement (hereinafter called "the
Annexes") are integral part of this Agreement:
Annex 1: Bank Instructions, Telecommunications Accounts;
Annex 2: International Public Switched Telephone Service.
2.
Subject to the terms and conditions contained herein each of the Parties
undertake to establish and provide such telecommunication services between Italy
and points beyond Italy and Sweden and points beyond Sweden as specified in the
Annexes to this Agreement and will establish such telecommunication services on
and with effect from January 16th, 1997.
3.
(a) The routes to be used by each Party to provide the 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
Italy and Sweden or a combination thereof as the Parties may from time to time
deem expedient to maintain the provision of the telecommunication services in
question.
(b) Each Party shall be responsible for the provision and maintenance of, and
payment for, the necessary interconnecting facilities in respect of its portion
of the telecommunication network hereunder located within its operating
territory.
(c) Unless otherwise agreed, 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 hereunder. Exceptions from this
general clause will be described in the Annexes regarding each particular
service.
(d) Each Party shall notify the other without undue delay 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 hereunder.
4.
(a) The technical standards and methods of operation to be applied and used by
the Parties in the provision of telecommunication services hereunder shall be
agreed by the Parties in writing. However, unless the Parties otherwise agree,
technical standards will be applied which conform to the relevant ITU-TSB
recommendations.
(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 hereunder.
(c) The telecommunication services to be provided hereunder will be carried on
digital channels, which will conform to European standards, between Italy and
Sweden.
5.
Collection rates for the services covered by this Agreement shall be a national
matter to be determined by each Party, subject to appropriate governmental
approvals as necessary.
6.
The accounting rates and division of revenue derived from the services between
Italy and Sweden provided by the Parties shall be those set out in the relevant
Annexes attached to this Agreement or as the Parties may otherwise agree from
time to time and incorporate in this Agreement.
For particular services, the Parties may agree on different allocations of costs
than as set out above, such new allocations being reflected into the accounting
shares.
7. (a) The monthly account shall be sent as promptly as possible and, except in
cases of force majeure, before the end of the second month following that to
which they relate. The Parties can consider the account as accepted if no
query is raised within two calendar months after the receipt of the account (ITU
Melbourne 1988).
(b) The quarterly statement showing the balances of the monthly accounts for the
period to which it relates shall be prepared as soon as possible by the creditor
operator and shall be sent in duplicate to the debtor operator, which, after
verification, shall return one of the copies with its acceptance.
Payment of balances of account shall be effected as promptly as possible, but in
no case later than two calendar months after the day on which the statement was
dispatched by the creditor operator. The balance shall be expressed in SDR.
(c) For other payments the creditor will choose the relevant currency.
The currency chosen is:
if TELECOM ITALIA is creditor: US Dollars
if TELE8 is creditor: US Dollars.
The conversion of SDR to the chosen currency shall be made by the debtor
operator using the latest conversion rate published by the IMF at the date of
the settlement.
(d) Mailing address for monthly accounts and statements of accounts:
TELECOM ITALIA S.p.A.
Divisione Servizi Internazionali
Traffico e Corrispondenti
X.X. Xxx XX 0000
00000 Xxxx
Xxxxx
XXXXXXXX XXXX0 XX
Hans Xxxxxxxxxxxxxxx, 0
X-00000 Xxxxx
Xxxxxx
(e) Bank Instruction: see Annex 1 to this Agreement.
(f) No credit allowance shall be made in the monthly notice for uncollected
amounts. Each Party shall be responsible for its own uncollectables. The
accounting procedures for adjustments and refunds shall be in line with ITU-TSB
Rec. D.171.
8.
To ensure effective implementation and operation of the services the Parties may
wish to exchange: (a) appropriate sales and service implementation plans on an
ongoing basis, (b) information on their respective collection rates and customer
pricing as appropriate,
(c) details of the numbering schemes employed to access customers in their
public switched networks in the operating territory and
(d) details of the service position/facilities and how they may be accessed by
the other Party's service position.
Regarding c) and d), the Parties may refer to ITU-TSB Rec. E.141 and E.149.
9.
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, whatsoever shall be the cause of such failure,
breakdown or interruption and however long it shall last.
10.
All undertakings and obligations assumed hereunder by either Party are subject
to the issuance and continuance of all necessary governmental licenses,
authorizations, registrations, permissions and approvals.
Both Parties shall keep the other Party informed of restrictions included to
their concession rights related to this Agreement. The Parties hereby confirm
that they will respect and follow the concession rights of the other Party.
The Parties furthermore recognize and fully understand that in a case where
obligations of this agreement and concession rights of one Party are in
contradiction, the Party is not obligated to follow this Agreement.
11.
(a) Any communications by either Party to other shall, unless otherwise provided
herein, be sufficiently made if sent by post (by air mail 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
ought to have been delivered in due course of postal, telegraphic, telex or
telefax transmission.
(b) Unless otherwise specified by not less than 15 day notice in writing by the
Party in question the address to which communications shall be sent shall be:
To TELECOM ITALIA:
By mail: TELECOM ITALIA
International Services Division
Xxxxx xxx Xxxxx Xxxxxx, 00 X
00000 Xxxx (Xxxxx)
By telefax: No + 39 6 5734.3896
In all cases marked: "For the attention of the Director,
Carrier Relations - Northern Europe"
To NORDISKA TELE8 AB
By mail: NORDISKA TELE8AB
Hans Xxxxxxxxxxxxxxx, 0
X.X. Xxx 00
X-00000 Xxxxx (Xxxxxx)
By telefax: No + 46 40 620 0089
In all cases marked: "For the attention of the International
Relations Manager"
12.
Any of this information, which is not in the public domain, will be strictly
confidential and shall not be disclosed to any third party unless otherwise
agreed in writing. Provided that either Party may comply with such filing or
disclosure requirements under any applicable law, rule or regulation or of any
regulatory authority or governmental entity or agency having jurisdiction in
Italy and in Sweden.
13.
The relationship between the Parties hereto shall not be that of partners and
nothing herein contained shall be deemed to constitute a partnership between
them.
14.
This Agreement is drawn in English and the documents, notices and extension
shall be in the same language.
15.
The present Agreement shall enter into force from the date of its signing and
shall have an unlimited period of validity. The supplements and amendments to be
inserted in the Agreement and Annexes shall be mutually agreed by the Parties.
The Parties are entitled to terminate the Agreement by written notice. After
receiving of the written notice the present Agreement shall be terminated in six
(6) months.
IN WITNESS WHEREOF THIS AGREEMENT has been entered into the day and year first
above written.
Signed for and on behalf of Signed for and on behalf of
Telecom Italia S.p.A. Nordiska Tele8
/s/ Xxxxxxxx Xxxxxx /s/ Clause X. Xxxxxxx
----------------------------- ---------------------------
Xxxxxxxx Xxxxxx Claus X. Xxxxxxx
Director International Relations Manager
Carrier Services - Northern Europe
Date: January 16th, 1997 Date: January 16th, 1997
ANNEX 1
TELECOMMUNICATION SERVICES
--------------------------
BANK INSTRUCTIONS, TELECOMMUNICATIONS ACCOUNTS.
This Annex is attached to and incorporated into the International
Telecommunication Services Agreement between Telecom Italia S.p.A. and Nordiska
Tele8.
Payment of balances in favor of Nordiska Tele8 should be effected as follows:
a) Primary Method
By bank transfer to our primary bank connection, for payments in SEK currency
only:
Bank: SE-Banken
Xxxxxxxxxx 00
00000 XXXXX
Xxxxxx
Account Holder: Nordiska Tele8 AB
Account Number: **
SWIFT CODE: XXXXXXXX
b) Secondary Method
By bank transfer or postal checque to our secondary bank connection, for
payments in USD only:
Bank: SE-Banken
Xxxxxxxxxx 00
00000 XXXXX
Xxxxxx
Account Holder: Nordiska Tele8 AB
Account Number: **
SWIFT CODE: XXXXXXXX
** Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.
Payments of balances in favor of Telecom Italia S.p.A. should be effected as
follows
a) Primary Method
By bank transfer to our primary bank connection, for payments in USD currency
only:
Bank: CITIBANK N.A.
Xxx Xxxxxxx, 0/0
00000 Xxxx
Xxxxx
Account Holder: Telecom Italia S.p.A.
Account Number: **
b) Secondary Method
By bank transfer to our primary bank connection, for payments in currencies
other than USD:
Bank: CITIBANK N.A.
Xxx Xxxxxxx, 0/0
00000 Xxxx
Xxxxx
Account Holder: Telecom Italia S.p.A.
Account Number: **
-----------------------------------------------------
IMPORTANT
---------
Any payment should include sufficient reference to
our invoices for proper identification of the payment
------------------------------------------------------
** Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.
ANNEX 2
TELECOMMUNICATION SERVICE
-------------------------
INTERNATIONAL PUBLIC SWITCHED TELEPHONE SERVICE
between Telecom Italia S.p.A. and Nordiska Tele8
SINGLE CARRIER RELATION
EUROPEAN COUNTIES
-----------------
This Annex is attached to and incorporated into the International
Telecommunications Services Agreement made between Telecom Italia S.p.A. and
Nordiska Tele8.
1. Type of Service
a) The service shall be operated by Telecom Italia S.p.A. and Nordiska Tele8
between Italy and Sweden. the service to be provided shall be ** between Italy
and Sweden known as **. the term ** includes automatically ** and ** calls.
This type of service may be amended from time to time subject to mutual
agreement of the Parties.
b) The following ** may be later added to this Agreement:
**
2) Periods of Service
This service will be a ** hour per day continuous facility.
** Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.
3) Quality of Service
The Answer to Siezure Ratio (ASR) on the TELECOM ITALIA to Tele8 or TELE8 to
TELECOM ITALIA routes, shall not be lower than ** points of the yearly average
ASR measured with other European carriers. Should this limit be exceeded the
measuring carrier shall be allowed, provided that a 10-day written prior notice
has been addressed to the other Party and it has remained without effect, not to
return traffic to that party. Such conditions shall apply for as long as such
situation remains.
4) Accounting Rate and Division
a) The Unit of Account will be the **
b) The Accounting Rate per minute, will be Telecom Italia share ** and Tele8
share ** with effect form January 16th, 1997. the shares include all the costs
of the routing between Italy and Sweden.
6) Duration
Alterations or improvements of this Annex may be subject to negotiations at any
time and enter into force as agreed between the parties independently of the
main Agreement.
Signed for and on behalf of Signed for and on behalf of
Telecom Italia S.p.A. Nordiska Tele8
Xxxxxxxx Xxxxxx/S/ Clause X. Xxxxxxx/S/
Xxxxxxxx Xxxxxx Claus X. Xxxxxxx
Director International Relations Manager
Carrier Services - Northern Europe
Date: January 16th, 1997 Date: January 16th, 1997
** Confidential Treatment Requested. The redacted material has been separately
filed with the Commission
