INTERNATIONAL TELECOMMUNICATIONS SERVICE AGREEMENT
BETWEEN
COMPANIA DOMINICANA DE TELEFONOS, C. POR A.
AND
INTERNATIONAL TELECOMMUNICATIONS CORPORATION
INTERNATIONAL TELECOMMUNICATIONS SERVICE AGREEMENT
THIS AGREEMENT is entered into this 31st day of May 1994 by and between COMPANIA
DOMINICANA DE TELEFONOS, C. por A., a company organized and existing under the
laws of the Dominican Republic and having its principal office at 1101 Xxxxxxx
Xxxxxxx Ave., Santo Xxxxxxx, Dominican Republic hereinafter called "CODETEL",
which expression shall include its successors and permitted assigns, and
INTERNATIONAL TELECOMMUNICATIONS CORPORATION, a corporation organized and
existing under the laws of United States of America and having its principal
office at 00 Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000 hereinafter
called "ITC", which expression shall include its successors and permitted
assigns. CODETEL and ITC shall be referred to collectively herein as the
"Parties" as individually as the "Party".
WHEREAS, ITC operates telecommunications facilities within United Stated of
America which constitute a telecommunications system within United Stated of
America,
WHEREAS, CODETEL operates telecommunications facilities within Dominican
Republic which constitute a telecommunications system within Dominican Republic,
and
WHEREAS, CODETEL and ITC desire to jointly furnish direct telecommunications
services between Dominican Republic and United Stated of America,
NOW, THEREFORE, the Parties hereto, in consideration of the mutual covenants
herein expressed, agree with each other as follows:
1. Establishment of Service.
1.1 Effective with the establishment of direct circuits between CODETEL and ITC
the Parties hereto agree to provide and maintain direct telecommunications
services between Dominican Republic and United Stated of America.
2. Services to be Provided.
2.1 The telecommunications services to be provided shall be as the Parties have
agreed as set forth in Annex A (International Telephone Service) and Annex B
(International Transit Service) attached hereto and made a part hereof by this
reference. These telecommunications services may be changed and expanded from
time to time by the prior written agreement of the Parties.
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3. Collection Charges.
3.1 The charges to CODETEL and ITC's customers respectively the users of the
telecommunications services provided hereunder (hereinafter called the
"collection charges") may be expressed in different currencies. Each Party shall
determine its own collection charges (subject to appropriate Governmental
approvals if required) applicable to such telecommunications services.
4. Accounting Rate.
4.1 The accounting rate applicable to the International Telephone Service to be
provided hereunder shall be that set forth in Annex A hereto, unless the Parties
shall otherwise agree in writing.
4.2 Service messages between the Parties will be exchanged free of charge.
5. Preparation and Submission of Monthly Notices
5.1 In respect of the International Telephone provided hereunder each Party
shall prepare a monthly notice including, but not limited to, the number of
calls and the number of conversation minutes originated by that Party with
respect to each agreed service, and the share of accounting rate per
conversation minute credited to the other Party in the agreed upon currency or
medium of exchange per minute for such International Telecommunications Service,
together with the total amount to be credited to that other Party.
5.2 Each Party shall forward such monthly notices to the other Party as soon as
practicable after the calendar month to which the notice relates but in no event
later than the end of the calendar month following the month to which the notice
relates.
5.3 No deduction shall be made in the monthly notice for uncollectible amounts.
Each Party shall be responsible for its own uncollectibles. Each Party may,
however, deduct customer credits resulting from defective service from the
monthly notices submitted to the other Party, provided that such deduction is
made before the monthly notice involved is forwarded to the other Party.
5.4 A monthly notice shall be deemed to have been accepted by the Party to which
it is rendered if that Party does not object in writing within the ninety (90)
days following the date in which the notice is sent.
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5.5 Notwithstanding any provision to the contrary contained in this Clause 5,
any adjustments as agreed upon in writing by both Parties shall be included in a
subsequent monthly statement.
6. Settlement of Accounts.
6.1 The sums due each month from one Party to the other, as set out in the
monthly notices referred to in Clause 5 above, shall be reduced to a monthly net
balance by each Party. No amounts shall be due and owing from either Party to
the other until the amounts credited to each Party in the monthly notices
rendered by both parties are netted against each other to determine a single
monthly imbalance due from one Party to the other. It is the intention of the
Parties that no indebtedness shall mature until the single monthly amount is
calculated. Net monthly balances due from one Party to the other shall be paid
by the debtor Party to the creditor Party as soon as practicable, and in any
event no later than one month after the monthly notices in respect of any given
month have been received.
6.2 Monthly notices rendered and payments made under this Agreement from one
Party to the other shall be in dollars of United States of America (US$).
7. Failure to Pay.
7.1 Notwithstanding any other provision of this Agreement, upon failure of a
Party to pay a net balance due in accordance with Clause 6.1, above the creditor
Party may, after providing (30) days written notice to the debtor Party,
restrict or suspend in whole or in part its participation in the
telecommunications services provided hereunder. Thereupon, the creditor Party
shall be released from its obligations under this Agreement with respect to the
telecommunications services so restricted or suspended for so long as any
balance due shall remain unpaid.
7.2 In particular, and notwithstanding the provisions of Clause 6 above, the
creditor Party may limit its provision of the International Telephone Services
to those calls that are billable to its own customers, retaining all sums
derived therefrom, and continue such practice until payment of any outstanding
balance due has been made.
7.3 Payment of a net balance shall not be withheld pending a specific claim made
under such net balance, as said in the International Telecommunications
Regulations (Melborne, 1988). Adjustments that have been agreed upon by both
parties shall be included in a subsequent monthly notice.
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7.4 The creditor Party may demand the debtor Party the payment of interest on
overdue balances at a rate of six percent (6%) yearly, according to subparagraph
3.3.1 of the International Telecommunications Regulations (Melborne, 1988)
8. Routing-of Service and Provision of Facilities.
8.1 The telecommunications services covered by this Agreement shall be provided
by means of cable, satellite or microwave. Circuits requirements, signaling,
configuration and access mode shall be mutually agreed between the Parties and
reviewed from time to time.
8.2 The telecommunications services provided under this Agreement shall be
provided by direct circuits between CODETEL in Dominican Republic and ITC in
United States of America.
8.3 Each Party shall be responsible for the provision, at its own expense, of
the telecommunications facilities located within its own operating area of
Dominican Republic and United States of America respectively necessary to
provide its telecommunications services hereunder.
8.4 Each Party shall be responsible for the provision, at its own expense, of
one-half of the international telecommunications facilities between Dominican
Republic and United States of America necessary to provide the
telecommunications services hereunder.
8.5 Each Party shall be responsible for the provision, at its own expense, of
appropriate interconnecting facilities between the telecommunications facilities
located in its own operating area of Dominican Republic and United States of
America respectively, with the international telecommunications facilities
between Dominican Republic and United States of America.
8.6 Each Party shall advise the other party as soon as possible of any facility
failure or likely facility failure in its area of operation that is expected to
cause protracted interruption of telecommunications services between Dominican
Republic and United States of America, and will endeavor to ensure that such
failure is avoided or remedied as soon as it is practical.
8.7 To ensure effective implementation and operation of the services provided
hereunder, the Parties agree to exchange on a timely basis, information
regarding quality of the services, dialing access codes, collection charges to
its customers and marketing and sales programs of the services.
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9. Records.
9.1 The Parties shall maintain complete and accurate records of all
telecommunications services provided pursuant to this Agreement for a period of
not less than one year.
10. Technical Standards and Methods of Operation.
10.1 Except as may be otherwise agreed in writing by the Parties hereto, the
technical standards and methods of operation applied by the Parties shall
conform to the current relevant recommendations of the Telecommunication
Standardization Bureau (TSB) of The International Telecommunications Union (ITU)
and to any future revisions of the same.
10.2 For operational purposes, traffic and maintenance personnel will use
English as the working language)
11. Force Majeure.
11.1 Neither Party shall be held liable for any delay or failure in performance
of any part of this Agreement from any cause beyond its control and without its
fault or negligence, such as acts of God, acts of civil or military authority,
Government regulations, embargoes, epidemics, war, terrorist acts, riots,
insurrections, fires, explosions, earthquakes, hurricanes, nuclear accidents,
floods, strikes, power blackouts, volcanic action, other major environmental
disturbances or unusually severe weather conditions.
12. Liability.
12.1 Neither Party shall be liable to the other for any loss or damage sustained
by reason of any failure in, or breakdown of the telecommunications facilities
or for any interruption of telecommunications service provided pursuant to this
Agreement, no matter what the cause of such breakdown or interruption, or
however long it shall last.
13. Governmental Approvals.
13.1 All agreements, covenants, undertakings, and obligations herein made or
assumed by the Parties hereto are subject to the obtaining and continuance of
all necessary governmental licenses, consents, permits, authorizations, and
approvals. Each Party shall use all
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reasonable efforts to obtain and to have continued in effect such licenses,
consents, permits, authorizations, and approvals.
14. Notices.
14.1 Any communication by either Party to the other shall be sufficiently made
if in writing and delivered by messenger or if sent by registered or certified
post, or by facsimile transmission to the addresses hereinafter specified and
shall be deemed to have been made to the other Party on the day on which such
communications were delivered or first received in the case of a facsimile
transmission.
14.2 For the purposes of this Agreement, the postal and facsimile address of the
Parties shall be as follows:
International Services Director General Council
CODETEL ITC
Xxxxxxx Xxxxxxx 1101 X. Xxxxxxx
Apartado Postal 1377 60 Xxxxxx Street
Santo Xxxxxxx, NY., NY. 10013
Dominican Republic 212/000-0000
Fax: (000) 000-0000 212/513-8311
The above addresses may be changed at any time by giving the other Party thirty
(30) days written notice.
15. Effective Date and Termination
15.1 This Agreement shall be deemed to have come into force upon the full
execution thereof by the Parties hereto and shall continue in force until
terminated by either Party giving not less than three months prior written
notice to the other Party.
15.2 Notwithstanding the provisions of Clause 15.1 above, this Agreement shall
terminate upon either Party placing the other upon notice in writing that such
other Party is in breach of this Agreement, and that breach is not cured within
30 days of such notice being received.
15.3 Any monies due to either Party as calculated pursuant to clauses 4, 5, 6
and 7 above shall not be affected by any such termination.
16. Modifications and Additions.
16.1 This Agreement and any of the provisions or Annexes hereof may be altered
or added to only by an agreement in
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writing signed by a duly authorized person on behalf of each Party.
17. Affiliation.
17.1 The relationship between CODETEL and ITC under this Agreement shall be that
of correspondents in the
joint provision of telecommunications services referred to herein. Nothing
herein contained shall be deemed to constitute a partnership or joint venture
between them, and the common enterprise of the parties shall be limited to the
express provisions of the service under this Agreement.
18. Waiver.
18.1 No course of dealing or failure of either party to enforce any provision of
this Agreement shall be construed as a waiver of such provisions or any other
rights under this Agreement. If any of the provisions of this shall be invalid
or unenforceable the entire Agreement be construed as if not containing that
particular invalid or unenforceable provision or provisions and the rights and
obligations of the Parties shall be construed and enforced accordingly.
19. Assignment.
19.1 This Agreement shall not be assigned or transferred by either Party without
the prior written consent of the other Party to this Agreement. Such consent
shall not be unreasonably delayed or withheld.
20. Confidentiality of Information.
20.1 Any of the information which the Parties may exchange hereunder to ensure
the effective and efficient implementation and operation of the
telecommunications services which is identified as such by the originating Party
and which is not in the public domain shall be considered and shall be treated
as strictly confidential and shall not be disclosed to third parties unless
otherwise specifically in writing agreed.
21. Proportional Return
21.1 Each Part agrees to implement proportional return of International Long
Distance traffic between United States of America and Dominican Republic in
accordance with the Annex
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21. Proportiona1 Return
21.1 Each Part agrees to implement proportional return of International Long
Distance traffic between United States of America and Dominican Republic in
accordance with the Annex E of this Agreement.
22. Counterparts.
22.1 This Agreement is be executed in two counterparts in English language, each
of which shall be considered an original with identical legal effect.
23. Governing Law.
23.1 This Agreement shall be governed by and construed in accordance with the
Laws of the Dominican Republic and United States of America.
IN WITNESS WHEREOF, the parties hereto have severally subscribed these presents,
or caused them to be subscribed in their name and behalf by their respective
officers thereunto duly authorized.
By CODETEL, By ITC,
/s/ Xxxxxxxx Xxxxxx /s/ Xxxxx Xxxxxx
-------------------------------- ------------------------------
Xxxxxxxx Xxxxxx Xxxxx Xxxxxx
Vice President President
International Toll Marketing
Date 31 May 94 Date 31 May 94
----------------- --------------
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ANNEX A
TO
INTERNATIONAL TELECOMMUNICATIONS SERVICES AGREEMENT
BETWEEN CODETEL AND
INTERNATIONAL TELECOMMUNICATIONS CORPORATION
INTERNATIONAL TELEPHONE SERVICES
The International Telephone services to be offered shall be:
1. Services
1.1 Automatic:
International Direct Dialing
2. Period of service
2.1 These services will be offered twenty four (24) hours a day, seven days a
week, uninterrupted.
3. Accounting Rate
3.1 The Accounting Rate for traffic between Dominican Republic and United States
of America shall be:
FULL REDUCED
(US$/Min) (US$/Min)
U. S. A. 0.65 0.30
DOMINICAN REPUBLIC 0.65 0.30
---- ----
TOTAL 1.30 0.60
The following volume based accounting rate schedule shall be apply for inbound
traffic during 1994:
Inbound Minutes/Month Accounting Rate
--------------------- ---------------
FULL REDUCED
(US$/Min) (US$/Min)
0 - 300,000 1.30 0.60
Over 300,000 0.60
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Page A2
3.2 The above accounting rates apply to the International Direct Dialling
traffic. Minutes of traffic upon which settlements are paid will be measured
using accumulated seconds.
3.3 The reduced rate period shall be in effect from 12:00 midnight to 7:00 a.m.,
seven days a week. The Full rate period shall be in effect from 7:00 a.m. to
12:00 midnight.
By CODETEL, By ITC,
/s/ Xxxxxxxx Xxxxxx /s/ Xxxxx Xxxxxx
----------------------------- -------------------------
Xxxxxxxx Xxxxxx Xxxxx Xxxxxx
Vice President President
International Toll Marketing
Date 31 May 94 Date 31 May 94
------------------- ----------------
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ANNEX B
TO
INTERNATIONAL TELECOMMUNICATIONS SERVICE AGREEMENT
BETWEEN CODETEL AND
INTERNATIONAL TELECOMMUNICATIONS CORPORATION
INTERNATIONAL TRANSIT SERVICE
1. CIasses of Service
1.1 Services between Dominican Republic or United States of America and another
country or geographic area may transit Dominican Republic or United States of
America as the Parties hereto may from time to time agree.
2. Charges
2.1 The transited party will establish its own charges for this transit service.
3. Accounting and Revenue Settlement
3.1 Transit charges will be remitted to the party providing the transit service
in accordance with clause 5 of this Agreement.
Transit traffic and charges will be identified in the monthly notices separately
from other accounted items and shall further be identified by terminating
country.
By CODETEL, By ITC,
/s/ Xxxxxxxx Xxxxxx /s/ Xxxxx Xxxxxx
----------------------------- -------------------------
Xxxxxxxx Xxxxxx Xxxxx Xxxxxx
Vice President President
International Toll Marketing
Date 31 May 94 Date 31 May 94
------------------- ----------------
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ANNEX C
TO
INTERNATIONAL TELECOMMUNICATIONS SERVICE AGREEMENT
BETWEEN CODETEL and INTERNATIONAL TELECOMMUNICATIONS
CORPORATION
PROPORTIONAL RETURN OF TRAFFIC
1. Each party shall return the same proportion of total settlement minutes of
terminal traffic to the other party that is proportionate to the total
settlement minutes of terminal traffic received from the other party, such that
ITC's monthly settlement statements to CODETEL shall reflect the same percentage
of all United States-billed minutes as the percentage of all Dominican
Republic-billed minutes that are reflected in CODETEL's monthly settlement
statements to ITC, and vice-versa. Fractional percents will be rounded to the
nearest whole percent. Reasonable efforts shall be made by each party to ensure
that each party receives a representative share of the total return traffic.
2. For purposes of the proportional return calculation and implementation,
International Long Distance (ILD) settlement minutes shall include all sent paid
(both subscriber dialed and operator handled), and all received collect terminal
telephone traffic, including calling card, country direct, and international 800
services. Unless otherwise agreed hereafter, no other classes of services
offered by CODETEL or ITC shall be considered ILD for purposes of proportional
return. For new classes of service that may be introduced from time to time by
either of the Parties, the Parties shall consider, at the time of introduction,
modification of the proportional return calculation as they agree may be
appropriate.
3. Transit traffic terminating in a country other than the Dominican Republic or
United States of America, and transit traffic originating in a country other
than the Dominican Republic or United States of America shall not be included in
the proportional return calculation of traffic due to either party.
4. The obligation to implement proportionate return of ILD settlement minutes
shall apply notwithstanding an agreement by either party with any other carrier
to return one or more of the ILD classes of service to that specific carrier.
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Page C2
5. The monthly settlement statements of account interchanged between Dominican
Republic and United States of America international carriers shall be the only
basis to calculate the proportional return percentage under this Agreement.
6. On a quarterly basis, each Party agrees to inform the other its share of the
ILD settlement minutes reported as a percentage of the total ILD settlement
minutes reported by all carriers in each country.
7. Each party shall inform the other of any deviations in the actual traffic
returns vis-a-vis the proportionate return owed and the reasons therefore. Each
party shall make a reasonable effort to correct deviations resulting from a
party's failure to offer proportionate ILD traffic to the other, except that
deviations of less than one percent of the total ILD traffic for a given
quarterly period will not be corrected. Unless otherwise agreed by the parties,
to implement corrections, the sending party will adjust the return traffic
percentages in the following quarterly period to compensate the other party for
the deviation in the actual traffic returned vis-a-vis the proportional return
owed during the prior quarterly period.
8. In no event will either party be obligated to settle with the other for
minutes a Party was not able to terminate.
By CODETEL, By ITC,
/s/ Xxxxxxxx Xxxxxx /s/ Xxxxx Xxxxxx
----------------------------- -------------------------
Xxxxxxxx Xxxxxx Xxxxx Xxxxxx
Vice President President
International Toll Marketing
Date 31 May 94 Date 31 May 94
------------------- ----------------
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