SWIFTNET RESELLER AGREEMENT
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This International Telecommunications Reseller Services Agreement "the
Agreement", is entered into between Swiftnet Limited "Swiftnet" registered
office situate at Xxxxxxxxx Xxxxx 000/000 Xxxx Xxxx Xxxxxx X00 0XX and Voicenet
Limited Registered office situate at 00-00 Xxxxxxx Xxxxxx, Xxxxxx X0X 0XX "the
reseller " or "Voicenet" on 11th day of April 2000.
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1. Definitions
In this agreement the subsequent terms words and phrases shall have the
following meaning:
"Act" shall mean the Telecommunications Xxx 0000.
"Carrier" shall mean either Swiftnet and or any other telephone company that is
capable of carrying the traffic volume over the relevant telephone networks in
order to accomplish the services as described in Schedule 1 to this agreement.
"Commencement Date" shall mean the date on which the customer accepts/receives
supply of the services from the Reseller
"Commencement" shall mean the start of the service from the reseller
"Contract Date" shall mean the date on which the Reseller accepts supply of the
service from Swiftnet
"Customer" shall mean any individual and or corporate body limited and or
unlimited and or partnership and or joint venture and or any other association
of individuals with or without corporate bodies to whom the Reseller shall
supply the services
"Relevant Service Order" shall mean that order submitted to Swiftnet by the
reseller indicating the services required by the customer in accordance with
clause 6
"Reseller Contract" shall mean the agreement for supply of services between the
reseller and the any customers
"Services" shall mean the specified telecommunications services supplied by
Swiftnet as described in the relevant service order.
"Termination" shall mean the cessation of the services supplied by Swiftnet to
the Reseller.
"Traffic Volume" shall mean the expected volume of chargeable minutes that
Swiftnet and or any other carrier will carry over the network of the relevant
carriers for the Reseller.
1.2 Unless otherwise specified in this agreement the singular includes the
plural and vice versa.
1.3 All references to the male gender shall include and be applicable to the
female gender
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2 Services
2.1 The reseller is and will be entitled to sell to the customers the services
from the date of this agreement until termination thereof in accordance with the
terms of this agreement
2.2 The services to be sold to a customer are to be submitted to Swiftnet on a
service order via Email facsimile or post.
2.3 Swiftnet reserves the right to use any carrier and or subcontractor to
perform some or all of its obligations and or duties hereunder.
2.4 Swiftnet will revise the reseller's price list subject to movements of rates
in the market place and its own suppliers.
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3 Term
3.1 This agreement shall commence from the date of signature of both Swiftnet
and the reseller on this agreement and the signature of the reseller's
managers/directors on the personal guaranty agreements and shall be for an
initial period of no less than 90 days.
3.2 This agreement will continue unless and until either Swiftnet or the
reseller terminates this agreement in accordance with clause 9 and its
subsections
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4 Swiftnet Responsibilities
4.1 Swiftnet agrees to provide the reseller with such technical information that
will enable the reseller to promote the services.
4.2 To provide the Reseller with the following reports:
i. Billing Files (Comma Delimited) by email
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5 Reseller's Responsibilities
5.1 The reseller will use its best endeavors to promote the services of Swiftnet
5.2 The reseller will not refer directly or indirectly to Swiftnet or use any of
Swiftnet's trade names or literature or hold it out to be in any way connected
to Swiftnet
5.3. Further responsibilities are described in Section 12 below.
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6 Service Orders
6.1 The reseller must ensure that prior to the submission of a relevant service
order that the customer is situated in a geographical location where services
can be both supplied and received
6.2 The reseller is to submit all relevant service orders to Swiftnet either by
email or facsimile or such other method as agreed between Swiftnet and the
reseller
6.3 Swiftnet will process the relevant service orders in accordance with its
usual operating procedures and will inform the reseller within twelve hours if
there is any reason why it cannot supply the relevant service order
6.4 If either Swiftnet and or the reseller can determine that the services are
being used for fraudulent purposes, then either Swiftnet enable termination of
the service to the customer and or the reseller may request that Swiftnet ensure
termination of the services
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7 Payment
7.1 The reseller must pay Swiftnet the charges referred to within 30 days from
invoice or supply of CDR's (the later) for the services.
7.2 All sums referred to in this agreement and schedules thereto are exclusive
of Value Added Tax which will added at the ruling rate together with any other
taxes that from time to time may be introduced
7.3 If the reseller wishes to dispute any invoice from Swiftnet then the
following will apply:
a. The Reseller must contact Swiftnet in writing within 14 days of the
invoice received date and the reseller must pay any undisputed amount
by the relevant due date
b. Swiftnet will use its best endeavours to resolve any invoice dispute
within 7 days of the reseller contacting Swiftnet
c. On resolution of any invoice dispute either a credit note will be
issued by Swiftnet if the reseller's dispute is proved or full payment
of the outstanding sum to be made to Swiftnet within 3 days of
resolution
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8 Service Charges
8.1 Swiftnet may at any time decrease charges without notice but will notify the
reseller of any decrease as soon as reasonably practicable
8.2 Swiftnet may increase the charges by giving the reseller 30 days written
notice If any prospective change in service charges would have resulted in the
majority of the reseller's customers paying more for the services during the
preceding 90 days the reseller may terminate this agreement by giving Swiftnet
90 days written notice however if the increased charges are occasioned by
changes in regulatory rules that would affect all carriers and or
telecommunications operators the reseller may not terminate this agreement
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9 Termination
9.1 Swiftnet may either under this agreement or at law and without prejudice to
any other rights or remedies terminate this agreement immediately by serving
written notice on the reseller if:
a. the reseller becomes Insolvent; or
b. the reseller fails to make any payment when due under this agreement
after having received 7 days written notice so to do from Swiftnet
9.2 The reseller may terminate this agreement immediately by serving written
notice on Switnet if:
a. Swiftnet becomes Insolvent; or
b. Swiftnet's license is revoked or altered so that it is not permitted
by law to provide the services
9.3. Both Swiftnet and the reseller may terminate this agreement by giving 60
days notice.
9.4. Upon termination all sums owed by the reseller to Swiftnet must be paid,
regardless of payment schedule.
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10 Force Majeure
10.1 Notwithstanding anything herein to the contrary neither Party shall be
liable for any delay or failure in performance of any part of this agreement
(other than the payment obligations as set out in clause 7 and subsections
thereof) to the extent that such delay or failure is attributable to a Force
Majeure Event. Any such delay or failure shall suspend the agreement until the
Force Majeure Event ceases and the contract term of any service affected by such
Force Majeure Event shall be extended by the length of the said suspension
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11 Notices
11.1 All notices required or authorized to be delivered by one Party to the
other under this agreement shall be delivered by prepaid first class post or by
facsimile to the registered office of the relevant Party
11.2 Notice given in accordance with clause 11.1 will have deemed to be received
in the absence of evidence of earlier receipt:
a. if sent by prepaid first class post three days after the date of
posting
b. if sent by facsimile on the next working day following
transmission
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12. Special arrangement for Voicenet Platform PC.
12.1. Swiftnet will allow Voicenet to put its platform (two PC's) in Swiftnet's
computer room under the following conditions:
12.1.1 Voicenet will pay all invoices to Swiftnet that will not be less then ten
thousand pounds (UK) a month. The ten thousand pounds minimum payment will
commence from November 2000. Until November 2000 the following schedule will
apply:
May, 2000: Not less then 1000 Pounds
June, 2000: Not less then 2000 Pounds
July, 2000: Not less then 3000 Pounds
August, 2000: Not less then 4000 Pounds
September, 2000: Not less then 6000 Pounds
October, 2000: Not less then 8000 Pounds
In the event that Voicenet does not reach the minimum requirement it could
either:
a. Remove the platform from Swiftnet premises after paying all debt
to Swiftnet.
b. Pay the minimum amount even if the invoices at that month did not
reach that sum. For example, if Voicenet invoice for August 2000
is 3200 pounds it will need to pay that sum and an additional 800
pounds in order to keep the platform at Swiftnet premises. If
Voicenet invoice for August 2000 is 7800 Pounds it will need to
pay 7800 (seven thousand and eight hundred pounds) in order to
keep the platform at Swiftnet premises.
12.1.2. Swiftnet may turn off the platform in the event of non-payment of any
undisputed (in accordance with paragraph 7.3) invoices that are more then 60
days old. Swiftnet will hand over the platform to Voicenet only after all debts
to Swiftnet are paid.
12.2. Voicenet will access its platform in two ways:
a. Remote access (access that is not physical).
b. Physical access at Swiftnet's normal working hours (7.00 AM to
11.00 PM, Monday to Friday. Not including holydays and other
non-working days). Swiftnet may change its working hours. Visits
at other times (for emergency purposes) will be allowed and
coordinated via Swiftnet hotline (open 24 Hours).
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13 Relationship
13.1 Nothing in this agreement creates a relationship of employer and employee
principal and agent partnership or joint venture between Swiftnet and the
reseller
This agreement comprises all Schedules attached and sets out the whole agreement
between the parties in relation to the sale of services by Swiftnet to Voicenet
Limited and may only be varied in writing signed by each party.
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This agreement is personally guaranteed by Voicenet managers/directors (a
separate guarantee agreement will also be signed prior to commencement).
Signed for and on behalf of Swiftnet: Name................................
Title: ...................... Signature: ..................... date.............
Signed for and on behalf of the Reseller: Name................................
Title: ...................... Signature: ..................... date.............
