EXHIBIT 10.75
***PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[_____]") OR OTHERWISE
IDENTIFIED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.***
[LOGO OF T-NET] RESELLER AGREEMENT
This Reseller Agreement ("Agreement") is entered into by and between Total
Network Services, a division of Cable & Wireless, Inc. (hereinafter referred to
as "T-Net") with an office located at 0000 Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000
and its reseller customer signing below ("RESELLER"). This Reseller Agreement,
the General Terms and Conditions for Reseller Agreements (RESAGTC-96C (8/96) and
the terms of any documents attached hereto or referenced herein are part of this
Agreement.
====================================================================================================================================
ORDER INFORMATION
====================================================================================================================================
1. Services to be Provided by T-Net: (insert "X" in box for each type of service to be provided by T-Net)
--------------------------------
[X] Domestic Outbound [X] Domestic Inbound [X] Calling Card
[X] International Outbound [X] Directory Assistance [_] Conference Calling
[X] International Inbound (Canada Only)
2. Initial Terms: [_] months
------------- -
3. Rates:*
-----
Interstate Outbound (U.S. mainland originated; terminated in US mainland, Alaska, Hawaii, Puerto Rico and US Virgin Islands):
-------------------
See attached rate schedule entitled DeltaCom dated 10/21/96
-------------------------------------------------- ---------------
Intrastate Outbound: See attached rate schedule entitled DeltaCom dated 10/21/96
------------------- ------------------------------------- ---------------
Interstate inbound (US mainland, Alaska, Hawaii, Puerto Rico and US Virgin Islands originated and terminated in US mainland)
------------------
See attached rate schedule entitled DeltaCom dated 10/21/96
---------------------------------------------- ---------------
Intrastate Inbound: See attached rate schedule entitled DeltaCom dated 10/21/96
------------------- ------------------------------------- ---------------
International Inbound (Canada Only): See attached rate schedule entitled DeltaCom dated 10/21/96
----------------------------------- -------------------------- ---------------
International Outbound: See attached rate schedule entitled DeltaCom dated 10/21/96
---------------------- --------------------------------- ---------------
Calling Card: See attached rate schedule entitled DeltaCom dated 10/21/96
------------ --------------------------------------- ---------------
Directory Assistance: T-NET's then standard rates
--------------------
Conference Calling: T-NET's then standard rates
------------------
Other Fees: See attached rate schedule entitled DeltaCom dated 10/21/96
---------- ------------------------------------- ---------------
* If CWI, other than through its T-NET division, is already providing its service, or is in the process of initiating its
service, for a particular CWI customer ANI pursuant to a separate agreement between that CWI customer, and CWI that same
ANI is also provided to T-NET by Reseller from an End User of Reseller ("Duplicate ANI"), T-NET shall xxxx Reseller the
usage for such Duplicate ANI at the applicable rate(s) for such usage set forth above plus a thirty percent (30%)
surcharge for as long as T-NET is providing Service to that Duplicate ANI hereunder.
4. Payment/Security Deposits: (Insert "Yes" or "No" where applicable)
-------------------------
Payment Period:................................... [__] days after invoice date
-------------- --------
Wire Transfer Required:........................... yes
---------------------- --------
Estimated Payments Required:...................... [___]
--------------------------- --------
Estimated Usage Period....................first [___] days of each monthly billing period
--------
Estimated Payment Due Date:.................... [___] business days after T-NET notifies the Customer of the
--------
Estimated Payment Amount
Financial Reports Required:....................... [___]
-------------------------- --------
Security Deposits Required:....................... [___]
-------------------------- --------
Initial Security Deposit Amount:............... [___]
--------
Continuing Security Deposit Amount:............ [___] times the amount of usage charges incurred over any [___] period
-------- ------
Deposit Release Period:........................ [___] months
--------
5. Minimum Monthly Payment Obligations:
-----------------------------------
Month after Service Initiation* Minimum Amount each Month Month after Service Initiation* Minimum Amount each Month
------------------------------- ------------------------- ------------------------------- -------------------------
[___] $ [___] [___] $ [___]
----------- --------- --------- --------
[___] $ [___] [___] $ [___]
----------- --------- --------- --------
[___] $ [___] [___] $ [___]
----------- --------- --------- --------
* Starting with the first full T-NET monthly billing cycle after T-NET initiates Service to the first End User of Reseller.
DeltaCom Total Network Services,
-------- -----------------------
a Division of Cable & Wireless, Inc. ("CWI")
--------------------------------------------
Signature: /s/ Xxx Xxxxxx Signature: /s/ Xxxxxx X. Xxxxxxxxx
--------------- ------------------------------
Printed Name: Xxx Xxxxxx Printed Name: Xxxxxx X. Xxxxxxxxx
---------------- ----------------------------
Title: COO Title: Contract Manager
---------------- -------------------------
Date: 10/24/96 Date: 6/25/97
---------------- -------------------------
[LOGO OF T-NET APPEARS HERE]
SPECIAL TERMS AND CONDITIONS ADDENDUM
TO RESELLER AGREEMENT
Total Network Services, a division of Cable & Wireless, Inc. ("T-NET") and its
reseller customer signing this Special Terms and Conditions Addendum
("Reseller") agree that the Reseller Agreement ("Agreement") is modified as set
forth below. Any capitalized terms not defined herein shall have the meaning
defined in the General Terms and Conditions for Reseller Agreements.
================================================================================
1. Directory Assistance
--------------------
Notwithstanding the provision of Section 3 (Rates) of the Order Information
-----
section of the Agreement to the contrary, the rate for directory assistance
shall be $0.50 per call.
2. Rates and Charges
-----------------
T-NET shall provide Reseller with [_________] days' prior written notice
of changes to T-NET's international rates.
3. CDR Billing Options
-------------------
A. [________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
___________________________________________________________________
_________________________________________________________________________
_______:
__________________________________________________________________________
_________________________________________________________________________
______________________________________________________________________
_________________________________________________________________
______________,
_____________________________________________________________________
__________________________________________________________________________
_________________________________________________________________________
________________________________________________________________________
_______________________________________________________________________
__________________________________________________________________
_________________________________________________________________________
____________________________________________________________________
_________________________________________________________________________
_____________________________________________________________________
_____________________________].
B. [____________________________________________________________________
________________________________________________________________________
________________________________________________________________________
______________________________________________________________________
___________________________________________________________________________
__________________________________________________________________
_____________________________________________________________________
_________________________________________________________________________
______________________________________________:
__________________________________________________________________________
__________________________________________________________________________
____________________________________________________],
[LOGO OF T-NET APPEARS HERE]
[_______________________________________________________________________
___________________________________________________________________________
________________________________________________________________________
_________________________________________________________________________
___________________________________________________________________________
_______________________________________________________________________
__________________________________________________________________________
___________________________________________________________________________
_________________________________________________________________________
__________________________________________________________________
________________________________________________________________________
___________________________________________________________].
[_______________________________________________________________________________
___________________________________________________________________________
_______________________________________________________________________________
___________________________________________________________________________
______________________________________________________________________________
_______________________________________________________________________________
__________________________]
Total Network Services, a division of
DELTACOM,INC. Cable & Wireless, Inc.
---------------------- -------------------------------------
Signature: /s/ XXX XXXXXX Signature: /s/ Xxxxxx X. Beisegel
------------------- -----------------------
Printed Name: XXX XXXXXX Printed Name: XXXXXX X. BEISEGEL
------------------- -----------------------
Title: COO Title: 6/25/97
------------------- -----------------------
Date: 10/24/94 Date: CONTRACT MANAGER
------------------- -----------------------
***INFORMATION IN THIS TABLE HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.***
[LOGO OF T-NET APPEARS HERE]
---------------------------------------------
DELTACOM
---------------------------------------------
---------------------------------------------
SWITCHED ACCESS
---------------------------------------------
STATE RATE
---------------------------------------------
INTERSTATE-Peak
INTERSTATE-Off Peak
AK-HI-PR-USVI
AL
AZ
AR
CA InterLATA
CA InterLATA
CO
CT
DE
FL
GA
IA
ID
IL
IN
KS
KY
LA
MA
MD
ME
MI
MN
MO
MS
MT
NC
ND
NE
NH
NJ
NM
NV
NY
OH
OK
OR
PA
RI
SC
SD
TN
TX
UT
VA
VT
WA
WI
WV
WY
---------------------------------------------
This Proposal is only Effective until 30 days from: 6/17/96
CWI CONFIDENTIAL
***INFORMATION IN THIS TABLE HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE.***
[LOGO OF T-NET APPEARS HERE]
---------------------------------------------------------------
DELTACOM
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
SWITCHED
COUNTRY C CODE RATE
---------------------------------------------------------------
ALBANIA 355
ALGERIA 213
AMERICAN SAMOA 684
ANARTICA 672
ANDORRA 376
ANGOLA 244
XXXXXXXX 000
XXXXXXX 000
XXXXXXXXX 54
ARMENIA 374
ARUBA 297
ASCENSION ISLAND 247
AUSTRALIA 61
AUSTRIA 43
BAHAMAS 809
BAHRAIN 973
BANGLADESH 880
BARBADOS 809
XXXXXXX 000
XXXXXXX 32
BELIZE 000
XXXXX 000
XXXXXXX 000
XXXXXX 975
XXXXXXX 000
XXXXXX-XXXXXXXXX 000
XXXXXX 287
BRAZIL 55
BRUNEI 673
BRVIRGIN 000
XXXXXXXX 369
BURKINA FASO 226
BURMA 95
BURUNDI 257
CAMBODIA 000
XXXXXXXX 000
XXXX XXXXX XXXXXXX 238
CAYMAN IS 809
CENTRAL AFRICAN REPUBLIC 236
CHAD 235
XXXXX 00
XXXXX 86
XXXXXXXXX XXXXXX 000
XXXXXXXX 57
COMOROS 269
CONGO 242
XXXX ISLAND 682
XXXXX XXX 000
XXXXXXX 386
CUBA 530
CYPRUS 357
CZECH REP 42
DENMARK 47
XXXXX XXXXXX 246
DJIBOUTI 253
DOM REP 809
DOMINICA 809
XXXXXXX 000
XXXXX 20
EL SALVADOR 503
EQUATORIAL GUINEA 240
XXXXXXX 000
XXXXXXX 372
ETHIOPIA 251
DRAFT-CWI CONFIDENTIAL
***INFORMATION IN THIS TABLE HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.***
[LOGO OF T-NET APPEARS HERE]
-----------------------------------------------
DELTACOM
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
SWITCHED
COUNTRY CCODE RATE
-----------------------------------------------
Xxxxxx Xxxxxxx 000
Xxxxxxxx Xxxxxxx 500
Xxxx Xxxxxxx 000
Xxxxxxx 000
Xxxxxx 33
French Xxxx 594
French Polynesia 689
Gabon Rep 241
Gambia 220
Georgia 995
Germany 49
Ghana 233
Xxxxxxxxx 000
Xxxxxx 30
Greenland 299
Grenada 809
Guadeloupe 590
Guam 671
Guantanamo Bay 53
Guatemala 502
Guinea 224
Guinea Bissau 245
Guyana 582
Haiti 509
Xxxxxxxx 000
Xxxx Xxxx 000
Xxxxxxx 36
Iceland 354
India 91
Indonesia 62
Iran 98
Iraq 964
Ireland 353
Israel 000
Xxxxx 39
Ivory Coast 225
Jamaica 000
Xxxxx 00
Xxxxxx 000
Xxxxx 254
Xxxxxxxx 000
Xxxxx 00
Xxxxxx 000
Xxxx 856
Lebanon 961
Lesotho 266
Liberia 231
Libya 218
Lithuania 370
Luxembourg 332
Macao 853
Macedonia 389
Madagascar 261
Malawi 265
Xxxxxxxx 00
Xxxxxxxx 000
Xxxx Xxxxxxxx 223
Malta 356
Marisat 000
Xxxxxxxx Xxxxxx 000
Xxxxxxxxxx 222
Mauritius 230
Mayotta Island 269
Micronesia 691
-----------------------------------------------
DRAFT - CWI CONFIDENTIAL
***INFORMATION IN THIS TABLE HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.***
[LOGO OF T-NET APPEARS HERE]
A DIVISION OF CABLE AND WIRELESS, INC.
--------------------------------------------------------------------------------
DELTACOM
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Switched
COUNTRY CCODE RATE
--------------------------------------------------------------------------------
Xxxxxxx 000
Xxxxxx 377
Mongolia 976
Montserrat 809
Morroco 212
Mozambique 258
Myanmar 95
Namibia 264
Xxxxx 000
Xxxxx 000
Xxxx Ant 000
Xxxxxxxxxxx 00
Xxxxx 000
Xxx Xxxxxxxxx 687
New Zealand 00
Xxxxxxxxx 000
Xxxxx Xxxxxxxx 227
Nigeria 234
Nlue Island 683
Norfolk Island 000
Xxxxxx 00
Xxxx 000
Xxxxxxxx 92
Xxxxx 000
Xxxxxx 000
Xxxxx Xxx Xxxxxx 675
Xxxxxxxx 000
Xxxx 61
Phillippns 63
Xxxxxx 00
Xxxxxxxx 000
Xxxxx 974
Reunion Island 262
Xxxxxxx 00
Xxxxxx 0
Xxxxxx 000
Xxxxxx 000
Xxx Xxxxxx 000
Xxxxx Xxxxxx 000
Xxxxxxx Xxxxxxxx 221
Seychelles 248
Sierra Leone 232
Signapore 65
Slovenia 386
So Africa 27
Soe Tome 239
Solomon Islands 000
Xxxxx 00
Xxx Xxxxx 00
Xx. Xxxxx 290
St.Kitts 809
St.Lucia 809
St.Pierre & Miqurion 000
Xx. Xxxxxxx/Xxxxxxxxxx VC 809
Suriname 597
Swaziland 268
Xxxxxx 00
Xxxxxxxxxxx 41
Syria 963
Taiwan 886
Xxxxxxxx 000
Xxxxxxxx 66
Togo 228
Tonga Island 675
DRAFT - CWI CONFIDENTIAL
***INFORMATION IN THIS TABLE HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.***
[LOGO OF T-NET APPEARS HERE]
---------------------------------------------------------
DELTACOM
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
SWITCHED
COUNTRY CCODE RATE
---------------------------------------------------------
Trinidad & Tobago 809
Tunisia 216
Turkey 90
Turks and Xxxxx Xxxxxxx 000
Xxxxxx 000
X.X.X 000
Xxxxxx 256
UK 00
Xxxxxxx 000
Xxxxxxx 000
Xxxxxxx Xxxxxxxx 678
Venezuela 58
Vietnam 84
Wake and Futu 681
Western Samoa 685
Yemen 967
Yugoslavia 386
Zaire 243
Zambia 260
Xxxxxxxx 000
Xxxxxx 0 Xxxxxxxx 00
Xxxxxx 0 Standard 52
Mexico 2 Discount 52
Mexico 2 Standard 52
Mexico 3 Discount 52
Mexico 3 Standard 52
Mexico 4 Discount 52
Mexico 4 Standard 52
Mexico 5 Discount 52
Mexico 5 Standard 52
Mexico 6 Discount 52
Mexico 6 Standard 52
Mexico 7 Discount 52
Mexico 7 Standard 52
Mexico 8 Discount 52
Mexico 8 Standard 52
CANADA (418,806,614,604) 1
CANADA (Other NPAs) 1
---------------------------------------------------------
DRAFT - CWI CONFIDENTIAL
[LOGO OF T-NET APPEARS HERE]
--------------------------------------------------------------------------------
DeltaCom
--------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Feature Set Up Fee Monthly Fee Additional Information
---------------------------------------------------------------------------------------------------------------------------------
800 Features None $10 minimum per 800 number
(Customer charged for actual
usage plus difference between
actual usage and $10).
Multi-Location Routing Features $50.00 per feature $40.00 per feature, per 800 $30.00 Change Charge applies
per 800 number number
Day of Year
Day of Week
Time of Day
Percent of Calls
Area Code
Area Code and Exchange
Selected Coverage Blocking Features $50.00 per feature, $40.00 per feature, per 800 $60.00 Change Charge applies
-----------------------------------
per 800 number number
Area Code
Area Code and Exchange
Extended Coverage
-----------------
Alaska, Hawaii, Puerto Rico, None None If user selects any of the 4
and/or U.S. Virgin Islands U.S. areas (e.g. AK, HI, PR or
USVI), extended coverage is
considered to be selected for
all 4 areas. See rate schedule
for extended coverage rate.
Canada None None Note: 800 Organization from
Canada:
Switched: $.3350/minute
Dedicated: $.2850/minute
Real Time ANI $150.000 per 800 None
-------------
number
Programmable 800 (Switched Only) None $5.00 per number No Change Charges
--------------------------------
800 Directory Assistance Listing None $15.00 per number Note: For directory assistance
--------------------------------
via 0-000-000-0000
Accounting Features
Account Codes - Unvalidated None None
Security Codes - Validated None $2.50 per ANI with features Maximum monthly charge of $250
per reseller
Domestic Directory Assistance None None $.50 per call
CDR Billing Options
Daily CDR information $100 $2,000 *Available electronically only
Weekly CDR information $100 $ 520 Call Detail Media available:
Monthly Media Charge $100 $ 120 Magnetic Tape, Diskette, CD-ROM,
cartridge or electronic file.
CDR Media or Frequency Change $500 Resellers are allowed one CDR
media or frequency change for
free. All subaccount changes
will be $500.
Dedicated Access Fees
T-1 Install $150 None Customer responsible for payment
of local lo?p.
T-1 Port Charge None $ 62
Expedite Requirements $25 Charge to have ANI submitted in
a non-standard turnaround time.
[LOGO OF T-NET APPEARS HERE]
GENERAL TERMS AND CONDITIONS FOR RESELLER
AGREEMENTS
1. SERVICES TO BE PROVIDED BY T-NET. T-NET shall provide to Reseller, and
--------------------------------
Reseller shall pay T-NET for, the long distance services ("SERVICE" or
"SERVICES") set forth in the "SERVICES TO BE PROVIDED BY T-NET" portion of
the Order Information Section of this Agreement and as set forth in service
requests signed by Reseller which are acceptable to T-NET ("SERVICE
REQUEST"). Each Service Request shall set forth, at a minimum, the
following: (i) the type of access into the T-NET network (i.e., either via
switched access or dedicated T-1 access); (ii) ANI information relevant to
the Services; (iii) the Requested Start Date as defined below; (iv) the
Reseller billing address; and (v) any other pertinent information relevant
to the Services. It is understood that Reseller is purchasing such Services
from T-NET for the sole purpose of reselling such Services to its customers
(hereinafter, "END USERS" or "END USER SUBSCRIBERS"). Reseller is
responsible for ordering and for paying for any access facilities to
connect Reseller's facilities to T-NET's network.
If T-NET accepts a Service Request, T-NET shall start providing the
Services to an End User of Reseller on the earlier of (i) the service date
requested by Reseller for such End User ("REQUESTED START DATE") set forth
in the Service Request, or (ii) the date the Service is made available to
such End User and is used ("SERVICE START DATE").
2. TERM. The term of this Agreement shall start on the date of full execution
----
of this Agreement ("EFFECTIVE DATE") and it shall continue starting with
the first full T-NET monthly billing cycle after T-NET initiates Service to
the first End User of Reseller through the number of months set forth in
the "INITIAL TERM" portion of the Order Information Section of this
Agreement ("INITIAL TERM"). Either party may terminate this Agreement at
the end of the Initial Term by providing thirty (30) days' prior written
notice. If no such notice is given, this Agreement shall continue after the
Initial Term until terminated by either party providing the other with
thirty (30) days' prior written notice. The term "TERM" as used herein
shall mean the Initial Term plus any subsequent period of time during which
this Agreement continues beyond the end of the Initial Term. If T-NET shall
have undertaken efforts to provide Services prior to the date of full
execution of this Agreement, the provisions of this Agreement shall apply
retroactively with respect to such efforts and such Services.
If T-NET has not received any traffic under this Agreement within sixty
(60) days after the Effective Date, T-NET shall have the right to terminate
this Agreement upon written notice to Reseller.
3. RATES AND TAXES.
---------------
3.1 RATES AND CHARGES. For a particular End User, the Reseller shall pay
-----------------
T-NET any monthly, usage and one-time charges set forth in the "RATES"
portion of the Order Information section of the Agreement starting on
the date which is the earlier of (i) the Requested Start Date, or (ii)
the Service Start Date. Each international call shall be billed in six
(6) second increments with a thirty (30) second minimum. Each domestic
inbound call shall be billed in six (6) second increments with a
thirty (30) second minimum and each domestic outbound call shall be
billed in six (6) second increments with a six (6) second minimum. T-
NET's international rates are subject to change upon notice to
Reseller. If Reseller requests T-NET to expedite the delivery of the
Service, and T-NET agrees to such request, T-NET shall pass through
the actual charges assessed T-NET by any supplying parties (e.g., the
local access providers) for such request.
3.2 TAXES. The rates and charges set forth in this Agreement do not
-----
include any applicable federal, state, or local taxes, fees and
surcharges. Unless Reseller provides to T-NET a valid exemption
certificate, Reseller shall pay such applicable taxes, fees and
surcharges upon receipt of an itemized invoice therefor.
4. PAYMENT FINANCIAL REPORTS AND SECURITY DEPOSITS.
-----------------------------------------------
4.1 PAYMENT. T-NET shall provide monthly invoices to Reseller covering
-------
designated T-NET monthly billing periods which shall be due and
payable within the Payment Period set forth in the Order Information
section of this Agreement. T-NET shall provide Reseller with the call
detail records applicable to each month's invoice in a format
acceptable to T-NET. All payments for the Services shall be made to
Cable & Wireless, Inc., and as determined by T-NET, either by check
and mailed to the address set forth on the first page of the Reseller
Agreement to the Attention of Xx. Xxxxx Xxxxx, Alternate Channels or
by wire transfer to the account designated below.
If the Order Information section of this Agreement indicates that
estimated payments are required, T-NET shall notify the Reseller on
the last day of the "ESTIMATED USAGE PERIOD," or if such day is not a
business day, on the next business day, as to T-NET's estimate of the
charges incurred by the Reseller during such period. The Reseller
shall pay T-NET such estimated amount ("ESTIMATED PAYMENT") no later
than the "ESTIMATED PAYMENT DUE DATE". At the end of a T-NET monthly
billing period, T-NET shall provide an invoice for the usage charges
actually incurred that month less that month's Estimated Payment,
provided, however, that if a minimum monthly payment obligation
applies for that month and such minimum has not been met, then the
invoice amount shall be that month's minimum payment
================================================================================
Page 1 of 6
LOGO OF T-NET APPEARS HERE]
GENERAL TERMS AND CONDITIONS FOR RESELLER
AGREEMENTS
obligation less that month's Estimated Payment. The Reseller shall
pay the invoiced amount within the Payment Period.
A late payment charge shall be applied on balances that remain unpaid
after the Payment Period in the amount of the lesser of (a) 1 1/2%
(one and one-half percent) per month of the amount of the late payment
starting from the day following the end of the Payment Period, or (b)
the maximum amount allowed under applicable law. The Reseller must pay
all invoices when due; and any questions which the Reseller may have
concerning an invoice must be brought to T-NET's attention within
forty-five (45) days of the invoice date. Customer shall be liable to
T-NET for any and all costs and/or expenses incurred directly or
indirectly, including reasonable attorney's fees and expenses, in
collection of any amounts due.
If so indicated in the Order Information section of this Agreement,
all payments by the Reseller will be made via wire transfer (in
immediately available funds) to Mellon Bank, 3 Mellon Bank Center,
Room 153-2718, Xxxxxxxxxx, XX 00000-0000, ABA #0430-00261/Account
#0000000. Each such wire transfer shall designate: (i) "Cable &
Wireless, Inc." as the beneficiary, and (ii) "T-NET in the "Other
Beneficiary Information" or "OBI" section thereof.
4.2 Financial Reports. If the Order Information section of this Agreement
-----------------
indicates that financial reports are required, within thirty (30) days
after the end of each calendar quarter, the Reseller shall provide T-
NET with a written report updating the Reseller's financial status
("QUARTERLY REPORT"), and within ninety (90) days after the end of
each calendar year, the Reseller shall provide T-NET with an audited
annual report. Each Quarterly Report shall contain, at a minimum, an
updated balance sheet and income statement. The Reseller represents
and warrants that no Quarterly Report shall contain any material
misstatement or omission bearing on the Reseller's financial
condition.
4.3 Security Deposits. If the Order Information section of this Agreement
-----------------
indicates that security deposits are required, the "INITIAL SECURITY
DEPOSIT" amount shall be provided prior to any initiation of Service.
Thereafter, if requested in writing by T-NET, the Reseller shall add
additional amounts to the Initial Security Deposit such that the total
amount of security deposit being held by T-NET at all times is at
least equal to the "CONTINUING SECURITY DEPOSIT AMOUNT". The Reseller
shall provide any such required additional amounts within five (5)
business days after receiving T-NET's written request.
If, at any time during the term of the Agreement, T-NET determines
that there has been a materially adverse change in the Reseller's
financial condition as compared with the equivalent period of time
immediately prior to the Effective Date, T-NET may require Reseller to
provide a security deposit or an additional security deposit in an
amount to be determined by T-NET. The Reseller shall provide any such
required amounts within five (5) business days after receiving T-NET's
written request therefor.
Each required security deposit shall be either in cash (paid by check
or wire transfer) or an irrevocable letter of credit in a form and
from a financial institution acceptable to T-NET.
T-NET shall refund or release, as applicable, any security deposit it
is holding (plus, if the security deposit is in the form of cash,
accrued interest at the applicable rate set by regulation of the state
in which T-NET invoices the Reseller, or if no such rate is set by
regulation. T-NET's then-prevailing interest rate for security deposit
refunds) if the following conditions are met by the Reseller: (i) for
the entire "DEPOSIT RELEASE PERIOD", the Reseller pays T-NET in full
when each payment is due; and (ii) T-NET determines that the
Reseller's Quarterly Reports covering the Deposit Release Period
indicate that the Reseller's financial condition has had no materially
adverse change as compared to the equivalent period of time
immediately prior to the start of the Deposit Release Period. If the
above conditions are not met, the security deposit shall be refunded
or released, as applicable, at the end of the Term less any amounts
that may be due and owing to T-NET at such time.
5. MINIMUM PAYMENT OBLIGATIONS. If the total amount of usage charges incurred
---------------------------
by the Reseller in any month is less than the amount of the then-
applicable minimum monthly payment obligation set forth in the Order
Information section of this Agreement, then in addition to paying for its
actual usage that month, the Reseller shall pay (as an underutilization fee
and not as a penalty) a shortfall charge equal to the difference between
(i) the actual usage charges incurred that month, and (ii) the amount of
the then-applicable minimum monthly payment obligation. If this Agreement
remains in effect after the Initial Term, the minimum monthly payment
obligation for each subsequent T-NET monthly billing period shall be equal
to the amount of the minimum monthly payment obligation for the last T-NET
monthly billing cycle of the Initial Term.
================================================================================
Page 2 of 6
[LOGO OF T-NET APPEARS HERE]
GENERAL TERMS AND CONDITIONS FOR RESELLER
AGREEMENTS
6. LETTER OF AGENCY. Reseller shall promptly obtain a written Letter of
----------------
Agency ("LOA") (or any other means approved by the Federal Communications
Commission, hereinafter "FCC") acceptable to T-NET for each ANI indicating
the consent of each End User to be served by Reseller and transferred to
Reseller via a change of such End User's designated primary interexchange
carrier (hereinafter "PIC") prior to Reseller submitting the Service
Request to T-NET for such End User's order. Each LOA shall include, among
other things, (i) that an End User Subscriber has consented by an
authorized and dated signature of End User subscriber to the transfer of
its long distance service to Reseller, (ii) that an End User Subscriber
shall be billed a charge for the transfer of its long distance service to
Reseller and that such charge shall appear on its local service provider
xxxx, (iii) an End User Subscriber's billing address, (iv) the main ANI
and other ANIs of an End User Subscriber that are being transferred to
Reseller, and (v) the written authorization of an End User Subscriber to
transfer its secondary long distance service to Reseller if that End User
Subscriber is located in an area which allows for a secondary long
distance provider. Upon T-NET's request, Reseller shall, within two (2)
business days of receipt of such request, provide copies of the
documentation that Reseller uses to satisfy the above. Reseller shall
comply with all laws and regulations including all FCC rules such as 00 X.
X.X, XXXX 00, Xxxxxxx X, (X)00.0000 through (S)641150 regarding LOAs and
PIC transfer requirements and 47 C.F.R, Part 64, Subpart K, (S)64.11
regarding the verification of orders for long distance service generated by
telemarketing.
7. EXCLUDED ANIs. T-NET reserves the right to reject any ANI for reasons that
-------------
shall include, but not be limited to, the following: (i) T-NET is not
authorized to provide the Services in a particular jurisdiction in which
the ANI is located; (ii) Reseller is not certified to provide the Services
in a particular jurisdiction in which the ANI is located; (iii) a
particular ANI submitted to T-NET is not in proper form; (iv) Reseller
fails to cooperate with T-NET in implementing verification processes
determined by T-NET to be necessary or appropriate in the conduct of
business; (v) any other circumstances determined by T-NET which could
adversely affect Reseller's End Users or other end users including, but not
limited to, T-NET's ability to electronically effect PIC changes with the
local service provider, or (v) Reseller is in breach of any of the
provisions of this Agreement.
T-NET shall be under no obligation to accept ANIs within the two (2) full
calendar month period preceding the scheduled expiration of the Term.
8. TRANSFER CHARGES/DISPUTED PIC TRANSFER. Reseller shall be responsible for
--------------------------------------
(i) all charges incurred by T-NET to change the PIC of End Users to
Reseller, (ii) all charges incurred by T-NET to change End Users back to
their previous PIC arising from disputed transfers plus an administrative
charge equal to twenty percent (20%) of such charges; (iii) an
administrative charge of $50.00 per disputed ANI if Reseller does not
provide to T-NET a valid non-disputed LOA within five (5) business days
from T-NET's request, and (iv) any other damages suffered by or awards
against T-NET resulting from disputed transfers.
9. RECORDS. Reseller shall maintain documents and records supporting
-------
Reseller's resale of the Services, including, but not limited to , valid
LOAs from End Users that meet the requirements of this Agreement and all
laws and FCC rules and regulations for a period of not less than twelve
(12) months or such other longer period as may be required by applicable
law, rule or regulation. Upon reasonable advance notice, T-NET reserves the
right to audit the Reseller's LOA records, or upon request by T-NET,
Reseller shall, within two (2) business days from receipt of such request,
provide a copy to T-NET of any LOA or such other requested information by
T-NET to confirm Reseller's compliance with Reseller's obligations set
forth herein.
10. ADDITIONAL RESELLER RESPONSIBILITIES. Reseller shall be responsible for
------------------------------------
the following:
10.1 Establishing the rates that it shall charge its End Users, billing
its End Users and collecting amounts due from its End Users.
10.2 Providing the End Users with customer service and technical support
which includes, but is not limited to, dedicating sufficient human
and other resources to assure prompt handling of inquires and orders
from prospective and existing End Users.
10.3 Notifying T-NET immediately in the event that an End User has
notified Reseller of a problem with the Services including, but not
limited to, excess noise, echo or loss of Service. Reseller shall
cooperate with T-NET in resolving service-related issues and shall
impose an obligation on its End Users to cooperate with Reseller to
resolve such problems.
10.4 Obtaining the necessary certification from the appropriate
governmental authority, if such certification is required, in all of
jurisdictions in which Reseller provides long distance services.
Further, Reseller shall provide proof of such certification
acceptable to T-NET at the time Reseller submits the Service Request
to T-NET. In the event Reseller is
Page 3 of 6
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[LOGO OF T-NET APPEARS HERE]
GENERAL TERMS AND CONDITIONS FOR RESELLER
AGREEMENTS
prohibited, either on a temporary or permanent basis, from conducting
its telecommunications operations in a given jurisdiction, in
addition to any other remedies available to T-NET, Reseller shall
immediately so notify T-NET by facsimile, and send via regular mail
the original of such written notice to T-NET within twenty-four (24)
hours of such prohibition.
11. SUSPENSION AND TERMINATION OF SERVICE.
-------------------------------------
11.1 Suspension of Services for Non-Payment. In addition to any other
--------------------------------------
remedies available to T-NET, if the Reseller fails to pay any invoice
in full (including any late payment charges, if any) or other demand
for payment hereunder when due, T-NET shall have the right, at its
option, after providing Reseller two (2) days' prior written notice
("SUSPENSION NOTICE") of its decision, to suspend all or any portion
of the Services to Reseller and its End Users including, without
limitation, the right to withhold call detail records until such time
(as designated in the Suspension Notice) as Reseller has paid T-NET
in full all the charges then due to T-NET, including any late payment
charges, if any. If Reseller makes such payment on or before the date
set forth in the Suspension Notice, T-NET shall reinstate such
Services only when Reseller provides T-NET with satisfactory
assurance of Reseller's ability to pay for the Services (i.e.,
deposit, letter of credit or other means acceptable to T-NET) and
Reseller pays in advance any costs associated with the suspending and
reinstating such Services. If Reseller fails to make its required
payment by the date set forth in the Suspension Notice, this
Agreement and the Services shall be deemed, without any further
action by either party, to have terminated effective as of the date
of suspension by T-NET. In the event of such termination, the
obligations set forth in Section 11.3.3(i), (ii) and (iii) below
shall apply to Reseller.
11.2 Termination of Agreement by Reseller. Prior to the end of the Term,
------------------------------------
the Reseller may terminate this Agreement in its entirety by
providing T-NET with sixty (60) days' advance written notice. In such
event, the Reseller shall pay T-NET the amounts set forth in Section
11.3.3(i) and (ii) below.
11.3 Termination of Agreement by T-NET. In addition to any other remedies
---------------------------------
available, T-NET may immediately terminate this Agreement in the
event of a breach by Reseller which includes, but is not limited to,
the following:
11.3.1 Without notice in the event any of the following occurs: (i)
initiation of proceedings by Reseller in voluntary
bankruptcy; (ii) initiation of proceedings against Reseller
in involuntary bankruptcy which are not dismissed within
sixty (60) days of initiation; (iii) the appointment of a
receiver or trustee for Reseller; (iv) a general assignment
for the benefit of Reseller's creditors; (v) Reseller's
inability to pay debts as they fall due; or (vi) breach of
any of the provisions set forth in Section 13.4 and Section
13.7.
11.3.2 If Reseller has not cured a breach of any of the following
within two (2) days of receipt of written notice from T-NET:
(i) non-payment of amounts due to T-NET; (ii) provide any
required security deposit amounts; or (iii) provide any
required financial reports.
11.3.3 Upon termination pursuant to 11.3.1 or 11.3.2 above, the
following shall occur: (i) Reseller shall pay T-NET for all
Services through the date of discontinuance of Service; (ii)
Reseller shall pay T-NET a discontinuance charge (as an
early discontinuance fee and not as a penalty) equal to the
sum of the minimum monthly payment obligations for each of
the remaining months in the Term; and (iii) Reseller agrees
that T-NET has the right to contact the End Users and advise
such End Users that Reseller is in default of its Agreement
with T-NET, the underlying service provider, and that the
Service to Reseller has been interrupted. In addition,
Reseller agrees that T-NET has the right to market its
services directly or indirectly to Reseller's End Users for
the purpose of converting these End Users to T-NET.
12. INDEMNIFICATION, LIABILITIES AND WARRANTY.
-----------------------------------------
12.1 Reseller shall defend, indemnify and hold T-NET harmless from and
against all claims, demands, actions, causes of action, judgments,
costs and reasonable attorneys' fees and expenses of any kind or
nature for any and all damages of any kind arising from or related
to any resale or use of the Services or otherwise arising under this
Agreement including, but not limited to, any disputed PIC selections
involving Services to be provided to Reseller for which Reseller
cannot produce a valid LOA relevant to an ANI and PIC charge in
question, or when T-NET is not reasonably satisfied that the validity
of a disputed LOA has been resolved, or any dispute asserted by any
End User Subscriber of the Services, or any violation of any FCC
rules and regulations or other applicable laws or regulations
pertaining to the resale or delivery of the Service to End User
Subscribers.
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Page 4 of 6
[LOGO OF T-NET APPEARS HERE]
GENERAL TERMS AND CONDITIONS FOR RESELLER
AGREEMENTS
12.2 In the event the Services or any portion thereof are unavailable due
to a total or partial interruption of the Services, T-NET's sole
obligation, and Reseller's sole and exclusive remedy, with respect to
such interruption of the Services shall be for Reseller to request and
for T-NET to provide a pro rata credit for the period and for the
portion of the Services affected during which the Services or any part
thereof were unavailable to Reseller. T-NET's obligations to Reseller
with respect to a particular interruption start upon T-NET's receipt
of Reseller's notification of the interruption and end upon service
restoration.
12.3 In no event shall T-NET be liable for any loss of profits or for any
indirect, incidental, special, exemplary, or consequential damages.
T-NET's maximum liability for any damages arising out of or under this
Agreement shall not exceed the total charges for the Services provided
under this Agreement during the month in which such liability arises.
12.4 T-NET and Reseller expressly agree that this Agreement shall not give
rise to any third party being a third-party beneficiary or being
entitled to any rights whatsoever.
12.5 T-NET has no responsibility or liability for any unauthorized use of
the Services by any third party. Reseller shall defend, indemnify and
hold T-NET harmless from and against all claims, demands, actions,
causes of action, judgments, costs and reasonable attorneys' fees and
expenses of any kind or nature for any and all damages of any kind
arising from or related to any fraudulent calls of any nature which
may comprise a portion of the Service to the extent that the party
claiming the call(s) in question to be fraudulent is (or had been at
the time of the call) an End User of the Service through Reseller or
an end user of the Service through Reseller's distribution channels.
In the event T-NET discovers fraudulent calls being made (or
reasonably believes fraudulent calls are being made, including but not
limited to an End User's Usage Limit, as defined below, being
exceeded), T-NET may (but in no circumstances is obligated to) take
immediate action (without notice to Reseller) that is reasonably
necessary to prevent such calls from taking place, including without
limitation, denying Service to a particular ANI or terminating Service
to or from specific locations or with respect to a specific calling
card. If T-NET is providing calling card service, Reseller shall
specify to T-NET with respect to each End User a daily and monthly
usage limit which shall apply to each calling card issued to such End
User ("USAGE LIMIT"). In calculating whether Usage Limit has been
exceeded, T-NET shall use domestic calling card rate provided by
Reseller and international calling card rates estimated by T-NET. If
no domestic rate or Usage Limit are specified by Reseller for a
particular End User, a Usage Limit set by T-NET based on estimated
domestic and international rates shall apply. Reseller shall not be
excused from paying T-NET for the Services provided to Reseller or any
portion thereof on the basis that fraudulent calls, or calls in excess
of a Usage Limit, comprised any portion of the Service.
12.6 T-NET warrants that it shall provide the Services as set forth in this
Agreement. T-NET DISCLAIMS ALL OTHER WARRANTIES EITHER EXPRESS OR
IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13. ADDITIONAL TERMS.
----------------
13.1 Reseller may not assign or transfer this Agreement or any rights or
obligations without the prior written consent of T-NET. An assignment
shall be deemed to include any change of control of Reseller.
13.2 This Agreement is governed by and subject to the laws and the
jurisdiction of the courts of the Commonwealth of Virginia.
13.3 In the event an action is brought by T-NET against Reseller to enforce
this Agreement, in addition to any other remedy available to T-NET,
Reseller shall reimburse T-NET for reasonable attorneys' fees and
expenses of any kind or nature incurred in connection therewith.
13.4 Reseller shall not disclose the terms of this Agreement to any third
party.
13.5 T-NET shall not be liable for, and is excused from, any failure or
delay in performance that is due to acts of God, acts of civil or
military authority, acts of the public enemy, war or threats of war,
accidents, fires, explosions, earthquakes, floods, unusually severe
weather, epidemics, or due to any other cause beyond its reasonable
control.
13.6 Any notices and similar communications concerning this Agreement
("Notice") shall be in writing, and shall be either (i) delivered in
person, or (ii) sent to the other party by certified mail with return
receipt requested or by facsimile, electronically confirmed and
followed up immediately by regular mail. Notices shall be delivered or
sent to the parties' respective addresses or to such other address as
either party may hereafter establish by notice given in the
================================================================================
Page 5 of 6
[LOGO OF T-NET APPEARS HERE]
GENERAL TERMS AND CONDITIONS FOR RESELLER
AGREEMENTS
manner prescribed in this paragraph. A Notice shall be considered given
when delivered in the manner prescribed in this paragraph.
13.7 Neither party shall issue a news release, public announcement,
advertisement, or other form of publicity concerning the existence or the
terms of this Agreement without obtaining prior written approval from the
other party. Reseller shall not use T-NET's or CWI's names, logos,
trademarks, service marks or any variations thereof in any of its
promotional, advertising or other materials. Reseller shall not represent
to End Users or prospective End Users that such End Users would be CWI's
or T-NET's customers or that they may obtain CWI or T-NET services from
Reseller. Notwithstanding the above, Reseller may, however, include the
following statement in an item of its promotional or other material
provided that CWI has given its prior written approval to do so:
"[Reseller's company name]'s service may utilize the Cable & Wireless,
Inc. network".
13.8 T-NET and Reseller are independent contracting parties. This Agreement
shall not constitute the parties as principal and agent, partners, joint
ventures, or employer and employee. In no way shall this Agreement or the
provision of the Services by T-NET to Reseller hereunder be considered as
T-NET's endorsement of Reseller or that Reseller is in any way acting as
an authorized agent of or otherwise for T-NET.
13.9 Nothing in this Agreement shall limit T-NET's or CWI's ability to enter
into any arrangements of any kind with any other entities with respect to
the resale of its services or to market any of its services to any entity.
13.10 T-NET shall have no obligation to provide any support to Reseller in the
marketing and reselling of the Services to End Users, including, but not
limited to, making joint sales presentations or sales calls to End Users.
13.11 Reseller shall not use the Services in conjunction with the provision of
communications services to any detention facility, including, but not
limited to, any local, state or federal prisons.
13.12 This is a carrier-to-carrier agreement subject to (S)211 of the
Communications Act of 1934, as amended. The Reseller is responsible for,
and shall comply with, any and all legal and regulatory requirements with
respect to the Reseller's resale of the Services, including those of the
FCC and state public utility commissions. The Services are governed by
this Agreement and all Reseller obligations and CWI rights as set forth in
the "General Rules and Regulations" section of CWI's interstate tariff, as
may be amended by CWI in accordance with applicable laws and regulations.
For the purpose of this provision, the "rights" of CWI shall also include
T-NET.
13.13 T-NET's failure to insist upon strict performance of the terms of this
Agreement or to exercise any rights or remedies hereunder shall not waive
any of T-NET's rights to require strict performance of such terms, to
assert any of the same rights, or to rely on any such terms any time
thereafter.
13.14 In the event that one or more of the provisions herein shall for any
reason be held to be illegal or unenforceable, this Agreement shall be
revised only to the extent necessary to make such provision(s) legal and
enforceable; provided, however, that this Agreement as revised is
consistent with the parties' original intent.
13.15 No Reseller purchase order or similar document shall vary or add to the
terms of this Agreement.
13.16 The Agreement, these General Terms and Conditions Attachment to the
Reseller Agreement, and the terms of any documents attached hereto or
referenced herein constitute the entire understanding of the parties with
respect to the subject matter hereof, and they supersede all prior or
contemporaneous oral or written agreements, understandings and
representations.
13.17 The term "T-NET" as used in the Agreement shall mean the Total Network
Services division of CWI, any other division or part of CWI, and CWI in
its entirety.
================================================================================
Page 6 of 6
[SEAL APPEARS HERE]
SALES TAX LICENSE
XXXXX XX XXXXXXX 000000
REVENUE DEPARTMENT
XXXXXXXXXX, XXXXXXX 00000
ISSUED TO: --------------------------------------
ACCOUNT NUMBER DATE
--------------------------------------
4500 15456 6/19/96
DELTACOM INC
000 X XXXX XX
XX XXX 0000
XXXX XX
00000-0000
TO ENGAGE IN BUSINESS FOR WHICH TAX IS IMPOSED BY SECTIONS
40-23-1/38 CODE OF ALABAMA 1975, AS AMENDED.
SALES TAX LAW
NON-TRANSFERABLE
THIS ACCOUNT ISSUED TO PERSON OR BUSINESS WHOSE NAME APPEARS
ABOVE IS NOT TRANSFERABLE.
STATE OF ALABAMA
DEPARTMENT OF REVENUE
[SIGNATURE ILLEGIBLE]
EFFECTIVE DATE: 09/01/92 Acting Commissioner
This form attached per para 3.1, Rates and taxes in General Terms & Conditions
for Reseller Agreement
