SERVICE AGREEMENT
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This agreement made this lst day of February, 1998, by and between
ACCESS COMMUNICATIONS, CORP. ("ACC") a corporation of the State of Delaware, and
BERWYN HOLDINGS, INC., a corporation of the State of Delaware ("end-user").
WHEREAS, ACC through and with affiliated companies, provides domestic
and international telecommunication services to preferred clientele, among which
services covered by this Service Agreement is the opportunity for end-user to
avail itself of long distance service as provided by ACC;
WHEREAS, end-user desires to designate ACC as its carrier of choice to
provide telecommunications services;
WHEREAS, Access desires to act as the carrier of choice for this
purpose;
NOW, THEREFORE, in consideration of the promises set forth herein and
good and valuable consideration, receipt of which is hereby acknowledged, it is
mutually agreed as follows:
1. DUTIES OF ACC
ACC shall provide end-user a state-of-the-art network capable of providing toll
quality connections for long distance service and shall provide end-user with
reasonable detailed reports and monthly billing statements.
2. DUTIES OF END-USER
End-user shall make timely payments pursuant to the terms set forth in the
monthly billing statement. If end-user fails to make such payment within sixty
(60) days of the invoice date, ACC has the right to cancel service to end-user.
3. RATES AND CHARGES
End-user shall be charged the following rate for Domestic Interstate calls for
Inbound and Outbound calls:
Dedicated Service: 0525 per minute
Switched Service: NA per minute
Business Lines: $20.00 per business line.
Intrastate calls vary by state, 24 hours a day, seven days a week.
4. TERM OF SERVICE AGREEMENT
This Service Agreement shall remain in effect for three (3) years from the date
first written above, unless it is earlier terminated by written notice to ACC.
5. FORCE MAJEURE
Any failure or delay in the performance by either party of its obligations
hereunder shall not be a breach of this Agreement if such failure or delay
results from any act of God, governmental action (whether in its sovereign or
contractual capacity), or any other circumstance beyond the control of the
party, including but not limited to unforeseeable weather conditions, hurricane,
earthquake, snowstorm, fire, flood, war, civil disorder, epidemics, quarantines,
or embargoes.
6. NOTICES
Any notices required by this Service Agreement shall be made in writing and
mailed by registered or certified mail, return receipt requested, or faxed and
addressed to:
If to End-user:
Berwyn Holdings, Inc.
00 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxx Xxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxxxx
President
If to Access Communications, Corp.:
0000 Xxxx Xxxxxxx Xxxx Xxxx.
Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxx Xxxxxxx
Vice President of Sales
Either party, by notice to the other, may designate another address or addressee
to which notice must be sent.
7. ASSIGNMENT
End-user shall not and is expressly prohibited from assigning or transferring
this agreement or the rights and obligations hereunder without the prior written
consent of Access.
8. GOVERNING LAW, JURISDICTION AND ATTORNEYS' FEES
This Agreement shall be governed by and construed in accordance with the laws of
the State of Florida. For any and all actions under this Agreement, the venue
shall be in Broward County, Florida. Any and all disputes arising under or in
connection with this Agreement shall be settled by binding arbitration wider the
jurisdiction of the American Arbitration Association. If either party employs
attorneys to enforce any rights arising out of or relating to this Agreement,
the prevailing party shall be entitled to recover its reasonable attorneys'
fees, costs and other expenses.
9. ENTIRE AGREEMENT
Upon execution by the parties, this Agreement along with any exhibits, shall
constitute the entire Agreement between the parties with respect to the subject
matter hereof and shall merge all prior and contemporaneous communications. The
Agreement can only be amended or modified by a written agreement duly signed by
the parties.
10. SEVERABILITY
If any provision of this Agreement shall be held by a court of competent
jurisdiction to be illegal, invalid or unenforceable, the remaining provisions
shall remain in full force and effect.
11. NO WAIVER
No waiver of any breach of any provision of this Agreement shall constitute a
waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof, and no waiver shall be effective unless made in writing and
signed by an authorized representative of the waiving party.
12. SECTION HEADINGS
The section headings used in this Agreement and any attached exhibits are
intended for convenience only and shall not be deemed to supersede or modify any
provisions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.
Berwyn Holdings, Inc. Access Communications, Corp.
By: /s/ Xxxxxx Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx Xxxxxxxxxxx Xxxxxx X. Xxxxxxx
(title) President Vice President of Sales
