HEADS OF AGREEMENT
Premier Information Systems Pty Limited
Trade Wind Marketing Pty Ltd
(on behalf of Flexifax Global Services)
PARTIES: Premiere Information Systems Pty Limited A.C.N. 001 722 292 (formerly
Xpedite International) ("PremInfo") and Trade Wind Group Pty Ltd (A.C.N. 052 100
455 ) ("TWM") and its subsidiaries, including Flexifax Global Services
BACKGROUND
A. This Heads of Agreement represents the agreed understanding between the
parties concerning a new Strategic Partnership in respect of the
products and services herein described.
B. TWM, through its Flexifax Global Services activity teas built up a fax
and email broadcast business and delivers its traffic over a global
network. This network incorporates remote nodes in a number of major
cities around the world.
C. Premlnfo has built a global network, also with nodes located around the
world, to deliver its services which include fax broadcast, fax merge
email broadcast and many other products and services.
PURPOSE AND SCOPE
The Parties wish to enter into a Strategic Partnership whereby the two
operations are integrated to the extent that the TWM traffic is delivered over
the PremInfo global network thus providing gains in efficiency and economies of
scale to the benefit of both parties.
The integration of the operations will enable each party to offer the other its
range of products & services on an agreed wholesale basis. This will allow the
parties to concentrate on, and grow; their core businesses. These products and
services will cover fax broadcast, computer to fax, fax merge, email broadcast,
voicemail, teleconferencing and any other service that may be available from the
parties and of use to customers of the parties
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Heads of Agreement Premlnfo and TWM
INTENTIONS
A. As part of this Strategic Partnership a Wholesale Agreement will be
entered into by the parties for delivery of traffic over the PremInfo
global network with PremInfo being the global network provider for all
fax services and the preferred supplier for other enhanced messaging
services to TWM.
B. Each party will, wherever practical, make access available to the
others clients special saleable features. These features will be
offered on a wholesale basis between the parties with billing being
presented by the party holding that client account.
C. It is the intention under this Strategic Partnership that applications
and TWM specialist services will be developed. For instance, TWM
intents to build up a Media and Database activity which it will make
available as a service to' PremInfo clients.
D. It is expressly agreed that TWM can be free to further develop and add
integrated features to its own front end technology. This will be to
incorporate additional or separate services in co operation with other
'channel partnering' arrangements it may have.
E. TWM has a Voice and Data activity dealing in call centres and such
like. It is the intention under this agreement to make TWM and PremInfo
products and services available to TWG call centre customers.
GENERAL
Customer Migration
That TWM will migrate all its current traffic over to the PremInfo network. This
will be achieved by TWM giving to PremInfo the communication protocols its front
end or Gateway currently uses to transfer traffic via the Tandem. PremInfo will
then prepare a software application that will convert the information into the
PremInfo format suitable for traffic distribution via its own network. The
conversion will take into account customer specific defaults such as 'fine' mode
etc. These conversions will also cover requests for 'statue' reports from
clients and will facilitate an audit trail from TWM to PremInfo. Full details of
the customer migration will be Prepared and agreed to by both parties in the
form of a migration plan.
TWM will have the option of using its own or existing technology, specifically
via the `Flexifax Gateway', or using the PremInfo client interface to deliver
traffic to PremInfo. PremInfo will work with TWM to provide the PremInfo
interface with the TWM 'look and feel' after discussions and agreement with TWM.
PremInfo will
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Heads of Agreement Premlnfo and TWM
provide the necessary software tools and resources to enable TWM to do this in
future.
Billing
The existing clients of PremInfo and TWM and any new clients as notified to
PremInfo will halve billing data sent to them by TWM Premlnfo will deliver call
details to TWM in an agreed soft formatas detailed in the Wholesale Agreement.
TWM will be responsible for invoicing and for xxxx collection for its registered
clients.
PremInfo to provide daily traffic statistics to TWM.
TWM will pay PremInfo the cost of delivery within invoice. Research &
Development 60 days of the date of the invoice.
Research and Development
Subject to further definitive discussions it is also agreed that the Strategic
Partnership agreement will give TWM access to PremInfo local R&D at agreed rates
per hour. Similarly TWM will give PremInfo access to R&D time at agreed rates
per xxxx. In this way product development and enhancements can be implemented
for the benefit of both parties. To this end PremInfo and TWM agree to make
available the necessary software tools and resources to enable the other to
`badge' the products.
Tariffs.
1. Traffic Originating in Australia
1.1 Delivery within Australia
The initial agreed tariffs are based on TWM's termination mix and volume
provided to PremInfo by TWM.
For total minutes/month of 1,300,000 - average domestic price A$0.155 For total
minutes/month of 1,300,001 or more- average domestic price A$0.152
1.2 For international traffic - as per wholesale price list to be agreed
2. Traffic Originating outside Australia
2.1 New Zealand and Singapore. PremInfo to provide wholesale rates through
Premiere Technologies Inc's. operating companies in these areas - to be agreed
2.2 Existing TWM traffic originating from London, Switzerland and Vancouver.
PremInfo to coordinate wholesale rates thorough Premlnfo operating companies in
these areas or sale of the current minutes as soon as possible.
Territories
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Heads of Agreement Premlnfo and TWM
This agreement covets originated traffic from customers in Australia, New
Zealand.
Under this Strategic Partnership, TWM may start up a similar activity in any
other country and establish local access to that countries local node and
receive the appropriate wholesale tariffs for that country. The levels and
arrangement will be determined by each country's arrangement. This agreement
also provides for access to each party's products and services internationally
at wholesale rates to be agreed from time to time and location to location.
TWM currently has originated traffic from Vancouver, London and Switzerland. The
parties agree to determine how this traffic is going to be handled.
Staffing
As a result of this Strategic Partnership there will be some staff
rationalisation in TWM PremInfo agrees to help find TWM staff made redundant
alternative employment where possible with PremInfo or with organisations they
have close relationships with.
Timing and implementation
The parties agree that the migration process must be completed quickly to
minimise the time that the two networks are operating in parallel but with
reduced traffic for TWM The parties agree that an implementation plan must be
established and put in place within four days of signing TWM his Heads of
Agreement The Parties agree to use their best endeavours to migration all
customers within four weeks of finalising the wholesale agreement.
Approval
This Strategic Partnership agreement is subject to board approvals by Trade Wind
Group Pty Ltd. Xxxxxxxxxxxxxx.xxx, Inc. and Trade Wind Communications Limited.
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