EXHIBIT 10.21
EXECUTION
COPY
INTERNET SERVICE AGREEMENT
IMPSAT S.A., a company duly created under the laws of the Republic of Argentina
(hereinafter called "IMPSAT"), hereby represented by Xx. Xxxxxxxx Xxxxxxx, in
his capacity as Vice President, and EL SITIO ARGENTINA S.A. a company duly
created under the laws of the Republic of Argentina, hereby represented by
Messrs. Xxxxxx Xxxxxxxxx and _____ _____ in their capacity as attorneys-in-fact,
(hereinafter called "EL SITIO", and together with IMPSAT, the "Parties") enter
into this INTERNET SERVICE AGREEMENT, dated as of November 5, 1999 (hereinafter
called the "Agreement") pursuant to the following terms and conditions.
WHEREAS:
EL SITIO is a company dedicated to marketing advertisement, providing on-line
content and services via Internet, such as chat rooms, news, games, electronic
mail, among other services;
IMPSAT is a company providing network connectivity services, among which
Internet access service to corporate and final users, via dial-up telephone
access, among others means;
EL SITIO is willing to offer to its customers Internet access service and IMPSAT
is capable of providing equipment and infrastructure required for such purposes;
THE PARTIES hereto have entered the present Internet Service Agreement to be
governed by the following clauses and conditions:
1. OBJECT
The present Agreement will set the conditions on which IMPSAT will
provide to EL SITIO the POP (Point of Presence) outsourcing services for
dial-up telephone access to the Internet, i.e., installation, management,
and infrastructure and equipment maintenance services required for EL
SITIO to offer to its own customers as well as potential customers, the
telecommunications service, hereinafter the "SERVICE", and the
value-added services, ruled by the RESOLUCION NO. 1083/95, commonly
called "Internet".
1.1 The SERVICE will be provided on a 24-hour, 365-day-a-year basis,
using equipment owned by IMPSAT, hereinafter simply referred to as
the "EQUIPMENT," as well as Internet and telephone network
connectivity infrastructure, as specified in Annex B.
1.2 The EQUIPMENT will be installed in the POP facilities of IMPSAT,
hereinafter simply referred to as "SERVICE ACCESS POINTS," within
the estimated time frame and
in conformity with technical specifications detailed in Annex A.
1.3 IMPSAT shall provide the Service in accordance with License No. __,
granted by the XXXXXXXXXX XX XXXXXXXXXXXXXX xx xxx Xxxxxxxx xx
Xxxxxxxxx, which allows IMPSAT to provide value-added services at
the national and international level. EL SITIO accepts that, in
accordance with RESOLUCION SC NO. 194/96, "IT IS EXPRESSLY
FORBIDDEN TO USE THE SERVICE PROVIDED FOR LIVE VOICE TRANSMISSION
(TELEPHONY). ANY VIOLATION OF THE PRESENT DISPOSITION WILL RESULT
IN TERMINATION BY EL SITIO'S DEFAULT WITH NOTICE ISSUED TO COMISION
NACIONAL DE COMUNICACIONES ."
1.4 The documents described below are an integral part of this
Agreement, including the Annexes hereof: Annex A: "Existing Service
Access Points;" Annex B: "Technical Specifications of the Service;"
Annex C: "Prices and Payment Conditions;" Annex D: "Maintenance
Service;" Annex E: "Installation/Service Activation Minute Form."
2. TERM OF THE AGREEMENT
2.1 The present Agreement will be effective as of the date of its
execution.
2.2 The term of the present Agreement will be THIRTY-SIX (36) MONTHS as
of the date of its execution, when the SERVICES to be provided to
EL SITIO'S customers shall be available.
2.3 This Agreement will be extended by equal and successive periods of
thirty-six (36) months, upon notice provided by each party to the
other party served at least sixty (60) days prior to the day this
Agreement or its extensions expire.
3. SERVICE AVAILABILITY
3.1 IMPSAT's existing SERVICE ACCESS POINTS, currently available for
immediate use by EL SITIO, are described in Annex A.
3.2 For NEW SERVICE ACCESS POINTS and for EXPANSION of the EXISTING
SERVICE ACCESS POINTS, IMPSAT will provide and install the
necessary EQUIPMENT for the SERVICE. The criteria and
specifications in this case are described in Annex B.
3.3 The SERVICE will be considered technically operational when it
becomes possible to send IP control packages (PING command) between
a computer with dial-up access connected to the equipment at the
SERVICE ACCESS POINTS and any Name Server published by ARIN (ROOT
DNS).
3.4 Upon installation of the Equipment and when the Service becomes
operational, both
Parties shall formalize such events by drafting a minute in the
form presented in Annex E.
3.5 No individual not authorized by IMPSAT will be allowed to repair
or, in any way, change the EQUIPMENT or modify its installation. EL
SITIO will be responsible for any damage or loss to the EQUIPMENT
resulting from its fault or deceit.
4. COVERAGE
4.1 The area covered by the SERVICES will comprise, initially, the
locations defined in Annex A.
4.2 Without any prejudice to this initial coverage, THE PARTIES may
include, in the Agreement hereof, upon mutual consent,
successively, cities and areas in which IMPSAT already provides
dial-up Internet services.
4.3 IMPSAT will communicate to EL SITIO the incorporation of new
locations for supply of the SERVICE. At its own discretion, IMPSAT
will decide on the provision of services in each location.
4.4 In the event that IMPSAT is not capable of providing the Service in
a location required by EL SITIO, EL SITIO shall have the right to
enter into an agreement with another service provider.
5. IMPSAT'S LIABILITIES AND LIMITS OF RESPONSIBILITY
5.1 By the present Agreement, IMPSAT will provide to EL SITIO
installation, management, maintenance, equipment and infrastructure
services required for exclusive dial-up access to the Internet,
according to conditions described in Annex B hereof, thus becoming
responsible for the operation and maintenance of the SERVICE.
5.2 In case of SERVICE unavailability or failure, IMPSAT's
responsibilities will be limited to providing maintenance service
described in Annex D hereof, and to provide EL SITIO with a
24-hour, 365 days a year telephone service for the solution of
problems related to the interruption of the Service. In case of
SERVICE unavailability or failure, IMPSAT will use its best efforts
to reinstate the SERVICE as promptly as possible. EL SITIO will be
entitled to discounts from SERVICE payments to IMPSAT
proportionally to the extent and to the time of unavailability of
the SERVICE, according to the provisions of Annex D.
5.3 IMPSAT's responsibilities before EL SITIO will be limited to the
damages that IMPSAT may cause as a result of the installation,
management, maintenance, equipment and infrastructure services
object of this Agreement. Therefore, under no other conditions
IMPSAT will be responsible for other damages that EL SITIO and/or
third parties may suffer, including loss of profits, loss of cash
resources and/or stored properties.
5.4 IMPSAT is liable for providing EL SITIO with the SERVICE specified
in the Agreement hereof, but in no case it will assure the
possibility of use or access availability to different services
existing in the Internet, to which the responsibility will be
entirely of the providers of each one of such services. IMPSAT will
not assume any responsibility for the contents, origin, or use of
the communications, of any type, received or transmitted via
Internet.
5.5 Additionally, and since most of the services and systems comprising
the Internet are under the responsibility of third parties, IMPSAT
will not be responsible for transmission speed variations that may
occur when accessing different servers comprising the web.
6. CUSTOMER'S LIABILITIES
6.1 Without prejudice to other liabilities set forth in the present
Agreement, EL SITIO will be liable for the following:
a) Using the SERVICE and the EQUIPMENT in conformity with what is
established herein. EL SITIO will use the SERVICE to provide
services to its customers via dial-up telephone access.
b) Should IMPSAT provide IP addresses necessary for operation of
EL SITIO's internal network, the latter must inform IMPSAT what
use has been made of them, every time IMPSAT may so request.
c) EL SITIO will exempt IMPSAT from any violation to intellectual
property laws, defamation, calumny, and/or any other acts or
omissions of EL SITIO, or of any of its customers, which may
cause any damages to third parties, through the use of the
SERVICE, resulting in liabilities imposed to IMPSAT by any
competent court seeking for compensation to such third parties.
d) EL SITIO will explain to its customers the adequate computing
structure for use of the SERVICE and for its adequate
operation, which involves a personal computer, telephone line
and modem. The customer will be solely responsible for the
maintenace of such computing structure essential for access to
the SERVICE.
e) EL SITIO will comply with all of the laws and regulations
applicable to the services under its responsibility, and for
obtaining all of the related permits and authorities.
7. INVOICING
7.1 During the term of this Agreement, and of its extensions, IMPSAT
will invoice EL SITIO according to prices and payment conditions
set forth in Annex C hereof.
7.2 The rate for provision of the services by EL SITIO to its customers
will be solely determined by EL SITIO, which will also be solely
responsible for invoicing its customers for the amounts
corresponding to the services contracted by them, except as set
forth in the Reseller and Management Agreement entered into between
the Parties on the date hereof.
8. APPLICABLE TAXES
8.1 According to the regulation in force, IMPSAT will invoice EL SITIO
for applicable taxes on the agreed prices and sales. It will also
invoice the amount resulting from the application of any new tax
which may be incurred to this Agreement, as well as any existing
tax increase providing the same effect.
9. RELATION BETWEEN THE PARTIES
9.1 EL SITIO is an independent contracting party and shall not be
deemed a representative or agent of IMPSAT for any purposes.
Moreover, IMPSAT shall be deemed to be an independent contractor,
and not an agent, partner or joint venturer in connection with the
rendition of the Service hereunder. Furthermore, EL SITIO will be
solely and exclusively responsible for its legal and fiscal
obligations, including those related to labor and social security,
as well as any other responsibilities in relation to its personnel
during the entire term of this Agreement.
9.2 Each party will be solely and exclusively responsible before the
other party, their customers, and/or third parties, for the acts
and omissions of its personnel, or personnel of its subcontractors,
in this case derived from the execution of the present Agreement,
and each party shall be liable before the other party for any
infringement and/or violation of any rules or legal dispositions
that they are found guilty of. EL SITIO is hereafter committed to
immediately reimburse IMPSAT for any sum of money that the latter
may be required to pay to a third party as a result of any of EL
SITIO's liabilities under this Agreement.
10. GENERAL
10.1 The entire responsibility related to the services provided by EL
SITIO to its customers will be of its own liability. EL SITIO will
also be the sole responsible before its customers in relation to
providing its services. EL SITIO is forbidden to make any statement
and/or grant warranties in relation to the services on behalf of
IMPSAT.
10.2 THE PARTIES hereby state, in compliance with their contractual
liabilities, that they will have access to confidential information
from the other party, such as, but not limiting to working methods,
marketing plans, prices, list of customers, costs, etc. THE PARTIES
are committed to maintain this information, or any other to which
access is provided, under strict confidentiality and using the
information solely for the purposes of compliance with this
Agreement. The confidentiality commitment will be maintained for a
period of two years after the termination of this Agreement, no
matter what may have caused the termination.
10.3 IMPSAT agrees to respect and recognize EL SITIO's customers as
belonging to the latter, thus avoiding any type of business contact
with them, except in case of written indication or authority for
such.
10.4 EL SITIO must not assign rights and liabilities resulting hereof,
without prior written consent from IMPSAT.
10.5 EL SITIO will give preference to IMPSAT in contracting the services
according to the following procedures:
a) EL SITIO will notify IMPSAT about services to be contracted,
specifying the terms and conditions required to prepare an
offer (proposal). IMPSAT will submit to EL SITIO the offer
within 10 days as of the reception of such notice.
b) Should EL SITIO receive an offer from a third party more
favorable than that of IMPSAT, EL SITIO will immediately notify
IMPSAT of the terms and conditions contained in such offer.
IMPSAT will have the right to match the offer and EL SITIO will
then contract the services from IMPSAT.
10.6 Price adjustment, according to market conditions, may be effected
after the twelve first months of this Agreement. After twelve
months, and should EL SITIO receive an offer from a third party
with more favorable conditions than IMPSAT's, EL SITIO will
immediately notify IMPSAT about the terms and conditions contained
in such offer. IMPSAT will have the right to match this offer and
EL SITIO will then contract or continue to contract the services
from IMPSAT. Should IMPSAT fail to match or exceed the offer, EL
SITIO will have the right to terminate this Agreement without any
penalties.
10.7 In order to maintain the economic-financial balance of the
Agreement, EL SITIO expressly agrees, hereafter, to revise the
prices for the SERVICE to be paid to IMPSAT by the customer, should
there occur any significant change in the current
economic situation of the country, or in the case of any economic
measure that may significantly devaluate or outdate the agreed
prices.
10.8 THE PARTIES shall not assign, transfer or subcontract this
Agreement or the SERVICES, without the express written
authorization of the other parties.
11. SUSPENSION
11.1 Without any prejudice to any of its other rights, IMPSAT will have
the right to automatically suspend the SERVICE should EL SITIO fail
to meet any of its liabilities before the present Agreement, upon
at least 10 days prior written notice requesting the performance of
such obligation.
11.2 Without any prejudice to any of its other rights, EL SITIO will
have the right to suspend the payment of any amount, under the
present Agreement, in face of any contractual default by IMPSAT,
upon at least 10 days prior written notice requesting the
performance of such obligation.
12. ACTS OF GOD OR FORCE MAJEURE
12.1 Any default or delay in its responsibilities regarding equipment
installation, beginning or continuation of services provided by
IMPSAT will not generate any liabilities against IMPSAT if such
default or delay should result from acts of God or force majeure,
being these understood as acts or facts of the government, natural
phenomena, or any other circumstances outside IMPSAT's control,
including, but not limiting to adverse conditions, whether
meteorological or astronomical, communication provider going out of
service for whatever reason, either partially or totally,
temporarily or definitely, earthquakes, epidemics, civil riots,
fires, strikes, war, acts or omissions of the satellite owner.
13. TERMINATION
13.1 After 12 months of effect, EL SITIO may terminate the present
Agreement, without a reason, upon at least 60 days prior written
notice to IMPSAT, and upon previous payment to IMPSAT of an amount
in cash corresponding to 12% of the remaining sum (provisioned) up
to end of the Agreement, based on the last amount due.
13.2 Additionally, both IMPSAT and EL SITIO will have the right to
terminate this Agreement, upon 20 days prior notice to the other,
if any of the following causes should occur:
a) A default by the other party of any contractual obligation.
b) A default by the other party of any legal and regulating
dispositions, current or future, governing the use of the
Service or which are directly or indirectly binding, and whose
omission or encroachment may generate consequences of any
nature to the complying party or to the object hereof.
c) If the other party applies for its own failure, or if this
process is requested by third parties, or if a preventive
arrangement with creditors is submitted.
14. INDEMNIFICATION
14.1 If any of the parties to this Agreement fails to comply with an
obligation or not fulfill it in the appropriate manner and within
the established time frame provided in this Agreement, it shall
answer for such losses and damages and will indemnify and hold
harmless the other party for such losses and damages in accordance
with the provisions of law.
15. FORUM AND OTHER DISPOSITIONS
15.1 No behavior, habit, or usage shall modify the terms and liabilities
agreed in the present Agreement.
15.2 Any modification to this Agreement must be formulated upon written
consent and executed by both parties.
15.3 This Agreement constitutes the complete and exclusive expression of
the rights and liabilities of the parties, making null every
communication, proposals, verbal or written offers which may have
been made between the parties relative to the object of the
Agreement before its execution.
15.4 The validity, duration and construction of this Agreement shall be
exclusively ruled by the laws of the Republic of Argentina. The
Parties agree that in the event that any dispute, controversy or
difference arises as a consequence of this Agreement and is not
resolved within ten days after such dispute, controversy or
difference is brought to the attention of both parties, the Parties
agree to submit the decision to arbitration as set forth below:
a) Any dispute, controversy or claim resulting from or related to
any of the provisions of this Agreement, or its interpretation,
execution, compliance, violation, termination or validity,
including without limitation whatsoever, this present section,
shall be solely and definitively resolved through arbitration.
The
Parties shall unify all the pending disputes, if any, in one
single arbitration procedure.
b) All matters submitted to arbitration shall be resolved by a
sole arbitrator jointly appointed by both Parties. The
arbitrator shall proceed in accordance with the rules of the
Arbitration Court of the Stock Exchange of the City of Buenos
Aires, which both Parties acknowledge and accept. In case the
Parties fail to agree on the designation of the arbitrator,
they shall submit the controversy to the Arbitration Court of
the Stock Exchange of the City of Buenos Aires, which shall
resolve the controversy in accordance with its rules of
arbitration.
c) The arbitrator's decision shall be deemed final and binding
upon the Parties, and the execution of the arbitration award
may be brought to any competent court of law. The Parties
expressly waive their rights to file judicial claims or
defenses against the result of the arbitration procedure.
d) The losing party in the arbitration shall pay for all its
expenses, and for the expenses of the other party, even when
the latter has not so requested.
15.5 All notices, petitions, demands for performance and other
communications pursuant to this Agreement shall be in writing and
in the following way:
To the Assignor: To the Assignee:
IMPSAT S.A. EL SITIO ARGENTINA X.X.
Xxxxxxx Xxxxxx 000 Xxxxxxxx Xxxxxx 845, 4th Floor
Buenos Aires, Xxxxxxxxx 0000 Xxxxxx Xxxxx, Xxxxxxxxx
Attn: Xxxxxx Xxxxxx Attn: Xxxxxxx Xxxxxxx-Xxxxxx
With copy to: With copy to:
Xxxxxx & Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx & Xxxxxx LLP
000 00xx Xxxxxx, X.X. 000 Xxxx Xxxxxx
Xxxxxxxxxx, X.X. 00000-0000 Xxx Xxxx, XX 00000
Attn: Xxxx X. Xxxxxxx Attn: Xxxx X. Xxxxxx
Xxxx X. Xxxxxxxx
And to: And to:
Xxxxxxxxx & Xxxx Estudio Marval, X'Xxxxxxx & Mairal
San Xxxxxx 140, 14th Floor Av. Xxxxxxx X. Xxxx 928, 7th Floor
1004 Buenos Aires, Xxxxxxxxx 0000 Xxxxxx Xxxxx, Xxxxxxxxx
Attn: Xxxxxxx Xxxxxx Xxx, Esq. Attn: Xxxxxxx X. Xxxxxx
15.6 This Agreement shall only be executed in the English version, but a
Spanish translation in a form satisfactory to the EL SITIO and
IMPSAT shall be prepared immediately after its signature.
16. STAMP TAX
The stamp tax shall be borne by both Parties in equal halves in the event
it is payable.
IN WITNESS WHEREOF, the parties sign this Agreement in the City of Buenos Aires,
on the 5th day of November, 1999.
IMPSAT S.A.
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Name:
Title:
EL SITIO ARGENTINA S.A.
------------------------
Name:
Title:
EL SITIO ARGENTINA S.A.
------------------------
Name:
Title:
ANNEX A
EXISTING SERVICE ACCESS POINTS
The SERVICE for IMPSAT's four existing POPs, with the respective number of
dial-up ports, will be available immediately upon the execution of the
Agreement.
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IMPSAT'S NUMBER SCHEDULE FOR ACTIVATION ON AGREEMENT
LOCATIONS OF PORTS EXECUTION
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Buenos Aires 1,110 Immediate
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Cordoba 30 Immediate
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Xxxxxxx 30 Immediate
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Mar del Plata 30 Immediate
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TOTAL NO. OF PORTS AVAILABLE 1,200
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ANNEX B
TECHNICAL SPECIFICATIONS OF THE SERVICE
B.1 SERVICE DESCRIPTION
IMPSAT has infrastructure for service outsourcing and POP equipment for
Internet dial-up access provided with high speed links to domestic and
international backbones, using world-class equipment.
The SERVICE will consist of availability to Internet dial-up access by EL
SITIO's customers, at IMPSAT's points of presence (POPs), in order to
explore the services in those locations.
IMPSAT currently has 4 points of presence provided with dial-up access,
totaling 1,200 existing ports.
B.2 TECHNICAL FEATURES
The dial-up service has the following features:
- Modules of 30 telephone channels (ports) via E1 digital trunks when
available at the location. In some locations, only analog lines are
available; in others there are analog and digital lines.
- Initial capacity for each new POP: 30 ports (channels)
- Current capacity for each existing POP: see Annex A
- Incrementing modules: 30 ports (channels)
- Minimum 4.5 Kbps average connectivity to the backbone for each
telephone channel (port)
- Number of existing POPs = 4
- Number of existing dial-up ports = 1,200 (see Annex A)
B.3 SERVICE EXPANSION IN EXISTING POPS
In case of expansion of the number of ports in the existing IMPSAT's
POPs, the time for service availability is 30 to 60 days after a formal
request from EL SITIO to IMPSAT. This time frame depends on facilities
(telephone infrastructure) available at the site and provided by the
telephone company.
Expansion modularity is 30 ports, i.e., E1 trunk modules having 30 telephone
channels.
B.4 SERVICE EXPANSION IN NEW LOCATIONS (NEW POPs)
Should EL SITIO need to expand to new locations, or Points of Presence
(POPs), IMPSAT may provide the services depending on the technical
availability. Should IMPSAT not be capable of providing the services
according to conditions and average time established, EL SITIO may freely
contract the services from other providers.
The initial modularity will be 30 ports (or one E1 trunk) minimum, and
expansion in one E1 trunk module (30 ports).
The time for implementation will be 90 days average, to be confirmed,
after analysis of technical feasibility by IMPSAT.
B.5 NETWORK MANAGEMENT
IMPSAT will provide network management and use monitoring in order to
allow for proactive planning and to offer the best level of quality to
the user.
Network management reports will be issued on a monthly basis, both
regarding telephone trunk occupancy and Internet backbone occupancy. In
addition, quality levels established will also be reported.
B.6 TELEPHONE ACCESS
IMPSAT shall provide to EL SITIO with one or more telephone lines for the
telephone access to the pool of modems in each location.
B.7 CONTENT, E-MAIL, AND VALIDATION SERVERS
Content, e-mail, an user validation servers are not contemplated in the
POP service outsourcing.
B.8 SERVERS PROPERTY OF EL SITIO
The servers property of EL SITIO, such as content, e-mail, and user
validation, may be installed at IMPSAT's POP facilities, upon separate
contracting of another service called HOUSING.
In this case, EL SITIO will be responsible for management, installation,
operation, and maintenance of the servers, software, and applications.
B.9 CONTENT HOSTING
The services for the use of IMPSAT's servers may be available upon
separate contracting through a service called HOSTING, which allows
placing EL SITIO's and/or its customer's contents without the need of
equipment purchasing by EL SITIO.
In this case, EL SITIO will be responsible for the software and
applications.
B.10 USER MANAGEMENT AND CONTROL
EL SITIO will be responsible for user management and control.
ANNEX C
PRICES AND PAYMENT CONDITIONS
C.1 PRICES
The prices to be paid by EL SITIO to IMPSAT will be in function of the
number of ports made available.
The price is:
- $116.88 per month per port
that is,
- $140,256.00 per 1,200 ports
The prices do not include the Value Added Tax ("VAT"). Prices included in
this offer are expressed in Argentina Pesos which can be converted
directly into U.S. Dollars at an exchange rate of U.S. $1/$1, in
accordance with the provisions of Argentina Convertibility Law No. 23,982
and taking into consideration the legal force of such Law at the time of
this offer and its surveillance during the term of this Agreement. In the
event EL SITIO invoices its customers in U.S. Dollars, the prices indexed
in this offer will be expressed in U.S. Dollars.
C.2 PAYMENT CONDITIONS
An amount corresponding to one monthly payment for the contracted
configuration will be invoiced upon the execution of the Agreement, when
the SERVICE will already be available at the existing IMPSAT's POPs,
according to configurations detailed in Annexes A and B.
The first monthly payment will be invoiced 30 days after execution of the
Agreement, being due in 5 working days after reception of the invoice by
EL SITIO. Subsequent payments will be invoiced on a monthly basis, due in
five working days.
In case of service expansion, this rule also applies, i.e., upon
expansion request, a monthly sum will be invoiced relative to such
expansion, and the first payment after the actuation of the services.
Subsequent payments will be invoiced on a monthly basis, included in the
other invoices.
The payments to be made by EL SITIO to IMPSAT, for any concept as
established in this Agreement, must be made via bank deposit to a current
account to be indicated by IMPSAT, or by other means that IMPSAT may
indicate.
In case of delinquency by EL SITIO in meeting any of its payment duties,
the amounts due will be added of a two percent (2%) fine applied as of
the next day following the due date of each payment, in addition to one
percent (1%) interest a month should the delay exceed thirty (30) days,
calculated as of the day immediately after the due date of the respective
payment, up to the date of the effective payment. Every payment made by
EL SITIO, which shall not cover the amount due integrally, the
corresponding fine, interests and currency update, will be considered
partial payment. IMPSAT has no obligation to receive partial payments,
but if it does the amounts received will be imputed first as interests,
and the due balance, if any, will continue to accumulate interests up to
its final cancellation. The reception by IMPSAT of any partial payment
will not imply in delinquency exemption, nor in novation of the
obligation of EL SITIO.
C.3 CONFIGURATION EXPANSION
The expansion of the configuration, both for new POPs and expansion of
the number of dial-up access ports, may be requested during the term of
the Agreement, with the requested expansion being valid for 12 months,
i.e., the requested expansions will be a commitment to a minimum term of
12 months. The price to be charged for new POPs and dial-up access ports
will be mutually agreed upon by both parties. Each request will result in
an amendment to the Agreement. For configuration reductions before the
end of the 12 month period, the same conditions set in section 13.1 will
apply.
EL SITIO will deliver to IMPSAT, on a quarterly basis, the estimates for
growth of the number of new ports required for its customers, in order to
facilitate the operation of the infrastructure necessary to provide the
SERVICE at the points of presence.
C.4 PRICE ADJUSTMENT
Depending on market conditions, specially in relation to prices practiced
for basic inputs of telephone channels and Internet backbone, the prices
may be revised, up or down, in 12-month periods.
ANNEX D
MAINTENANCE SERVICES
D.1 IMPSAT will directly provide, or by means of an authorized contractor,
the maintenance services necessary for preserving the infrastructure and
the equipment in good operating conditions, being understood that it will
provide for every replacement of spare parts, repairs, and adjustments
necessary, as resulted of weather exposure, wear and tear from normal and
proper use, or of defects.
D.2 EL SITIO must inform IMPSAT of any fault immediately after being
detected, in addition to observing the procedures established to request
maintenance services. Such event will be communicated orally or by e-mail
notice.
D.3 As the same manner, IMPSAT shall communicate orally or by e-mail about
any fault or suspension of the SERVICES within 30 minutes counted from
its detection.
D.4 IMPSAT reserves the right to check and confirm that the maintenance
service requested is actually necessary.
D.5 Network preventive and general maintenance will be conducted during
low-demand hours, being service interruptions notified to EL SITIO at
least two (2) days before the service. Every unforeseen fault that may
occur to the network must be repaired by IMPSAT.
D.6 Maintenance service will be provided free of cost to EL SITIO.
D.7 Impossibility of Internet access
In case EL SITIO or the users of the SERVICES are not able to transmit or
receive information from the access ports to Internet, in view of a fault
of the SERVICES rendered by IMPSAT, IMPSAT will credit to EL SITIO the
proportional amount corresponding to the period that the Services were
not available, according to the Formula 1 below:
Such credit will be included in the subsequent invoice to be issued after
the event.
D.8 Discount Formula in view of unavailability of the SERVICES.
The interruption period subject to discounts, will be considered due only
after 30 minutes of continuous interruption, and each complete period of
30 minutes will be considered for
discount purposes. This means that the discount will be due only for
interruptions which exceeds 30 minutes and for each break of 30 minutes.
The discount amount will be calculated based on the following manner
(Formula F.1), per each port affected by the interruption:
FORMULA F1:
D = P X H /T
Where:
D = amount of the discount per each port
P = monthly price per each port
H = number of 30 minutes breaks (completed) interruption
T = number of 30 minutes in each month = 30 X 24 X 2 = 1440
D.9 SLA - Service Level Agreement
The SLA - Service Level Agreement will be obtained based on the periods
of unavailability of the SERVICES, calculated in monthly, trimestrial,
semestral and annual periods.
In the calculation of the SERVICE's quality, the non-programmed
interruptions shall not exceed the following percentages, considering the
global number of ports:
In a month: 2.0%
In a trimester: 1.5%
In a semester: 1.3%
In a year: 1.0%
D.10 Audit and Report on Activities
For follow up and audit purposes, IMPSAT will provide to EL SITIO the
following reports on:
- Internet Backbone Performance
- Modems and telephone trunks (E1 or analogical) Performance
- Telephone Trunks Occupation
- System and/or Equipment Availability
ANNEX E
INSTALLATION/SERVICE ACTIVATION MINUTE FORM
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INTERNET TECHNICAL ACTIVATION
IMPSAT
Company:
Address:
Person Responsible:
Telephone:
-------------------------------------------------------------------------------
Configuration: LOCATION: ______________
-------------------------------------------------------------------------------
IMPSAT IP ROUTER: IP NETWORK:
KEY TRUNK IP LAN:
MASK: SUBNETWORK MASK:
IP DNS SERVER
-------------------------------------------------------------------------------
The Internet technical activation will be considered completed once the
connectivity between the networks is verified upon the transmission of IP
control packages (PING) between the dial-up configured equipment and a name
server published by ARIN.
Buenos Aires, ____ / ____ / _____
By IMPSAT: By the EL SITIO:
NAME: ___________________ NAME: ______________________
POSITION: _______________ POSITION: __________________
WITNESSES:
NAME: ___________________
NAME: ___________________
