EXHIBIT 10.24E
CONFIDENTIAL TREATMENT REQUESTED
The Company has requested confidential treatment of certain portions of
this exhibit on pages 16, 19, 24, 32, Schedule 1, Schedule 2, Schedule 3 and
Schedule 4.
Dated this 09 day of April 1997
INTERCONNECTION AGREEEMNT
Between
TELEKOM MALAYSIA BERHAD
And
SYARIKAT TELEFON WIRELESS (M) SDN BHD
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇
Advocates & Solicitors
Kuala Lumpur
CONFIDENTIAL TREATMENT REQUESTED
1
INTERCONNECTION AGREEMENT
THIS AGREEMENT is made this 09 day of April 1997.
BETWEEN: (1) TELEKOM MALAYSIA BERHAD (COMPANY NO. 128740-P), a company
incorporated under the laws of Malaysia and having its registered
office at Ibu Pejabat Telekom Malaysia, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter referred as "TELEKOM MALAYSIA")
of the one part;
AND: (2) SYARIKAT TELEFON WIRELESS (M) SDN BHD (COMPANY NO. 257906-T), a
company incorporated under the laws of Malaysia and having its
place of business at Wisma ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter referred as "STW") of the other part;
RECITALS:
A. Telekom Malaysia is a licensed carrier which provides telecommunications
services within Malaysia and external telecommunications services between
Malaysia and places outside Malaysia.
B. STW has been licensed for telecommunications under the Telecommunications
Act 1950 as amended, in accordance with which it may offer fixed
telecommunications network services using wireless local loop technology
within Malaysia.
C. By an Access and Interconnect Agreement entered into between Telekom
Malaysia and STW on the 16th day of August 1994, a frame work for the
provision of access and interconnection service between Telekom Malaysia
and STW and such other services as may be required by STW upon terms and
conditions and in the manner provided for in that agreement (hereinafter
referred to as "the Existing Agreement") was established.
D. The parties are desirous of entering into a new interconnection agreement
to provide a more comprehensive framework and upon the execution of this
Agreement the Existing Agreement shall cease to have any further force or
effect unless otherwise provided in this Agreement.
E. This Agreement sets out the terms and conditions on which each party agrees
to provide services to the other party by:
(i) interconnecting its network to the network facilities of the other
party;
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(ii) supplying requested telecommunications services to the other party;
and
(iii) making available to the other party the services, facilities and
information as required by law or as specified in their respective
Licences subject to what is reasonable and practicable.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. INTERPRETATION
1.1 The following words have these meanings in this Agreement unless the
contrary intention appears:
"ACCESS CARRIER" means the Carrier which provides or is to provide a
service to the Interconnecting Carrier or the Carrier that will be
terminating the Call Communication.
"ACCESS CHARGE" means a charge paid by the Interconnecting Carrier to the
Access Carrier for accessing the facilities and services for all types of
traffic derived from that Interconnection.
"ACCESS SERVICE" means a service for the carriage of agreed Communications
between:
(a) a POI and a called number/party (including calls for Special Services
and Directory Assistance Service calls); or
(b) a calling party and a POI; or
(c) two POIs.
"ATUR NUMBER" means customer numbers that are able to use Telekom
Malaysia's ATUR 450 cellular network
"BILLING PERIOD" means:
(a) in the case of Carrier to Carrier billing, on a monthly calendar
basis; and
(b) in the case of customer billing, the billing period ordinarily used by
the Carrier in respect of the customer or as otherwise agreed.
"BUSINESS DAY" means a day on which banks are open for general banking
business in Kuala Lumpur, other than Saturday or Sunday or a public
holiday.
"CALL COMMUNICATION" means Communication from or to or involving a number
as allocated to STW or to Telekom Malaysia for use in the operation of each
Network
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and as allocated by the Director-General of Telecommunications in
accordance with STW or Telekom Malaysia's Licence respectively and in
accordance with the Telecommunications Act.
"CARRIER" means:
(a) STW, or
(b) Telekom Malaysia
and a reference to "Carriers" includes both of them.
"CLI" or "CALLING LINE IDENTIFICATION" means the information generated by
the Network capability which identifies and forwards through the Network
the Interconnecting Carrier's Network calling number.
"COMMENCEMENT DATE" means lst April 1997.
"COMMUNICATION" includes a communication between persons or things (or a
combination of both) and whether in the form of speech, music, sound, data,
text, visual images, or signals, or a combination of those forms and, where
the context permits, includes an attempt to establish a communication.
"COMMUNICATION ATTEMPT" meaning the activity associated with setting up a
Communication which may or may not be successful provided that in the case
of Emergency Service Calls and Operator Assistance Services, communication
attempt shall mean a call (whether complete or not) which is registered by
a line counting device positioned as close as practicable to the automatic
call distribution equipment used for handling such calls.
"COMMUNICATION INFORMATION" means information in respect of Communications
made during the relevant Billing Period which may include but not be
limited to:
(a) the calling number and, if it is different, the billing number; and
(b) the called number; and
(c) the day on which the Communication was made; and
(d) the time of commencement of the Communication; and
(e) the duration of the chargeable Communication (including chargeable
Communication Attempt) time and, in the case of non-PSTN
communications, all other applicable charging parameters; and
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(f) the fee charged by the Access Carrier for use of its Network to
accommodate the Communication, separately identifying each of the
charge elements specified in the Schedule; and
(g) the routing information relating to the POI at which Communications
from the Carrier's Network entered or left the Other Carrier's
Network; and
(h) the customer service address; and
(i) whether the Communication was successfully completed,
or, if any such information technically is unavailable to a Carrier pending
implementation of appropriate information recording systems, such other
relevant available information reasonably requested by the Other Carrier.
"CONFIDENTIAL INFORMATION" of a party means all information know-how,
ideas, concepts, technology, manufacturing processes, industrial, marketing
and commercial knowledge of a confidential nature (whether in tangible or
intangible form) relating to or developed in connection with or in support
of the business of the party and includes the contents of the Schedules
(and any matter concerned with or arising out of this Agreement) but does
not include:
(i) information which is or becomes part of the public domain (other than
through any breach of this Agreement); or
(ii) information rightfully received by another party from a third person
without a duty of confidentiality being owed by the other party to
the third person, except where the other party has knowledge that the
third person has obtained that information either directly or
indirectly as a result of a breach of any duty of confidence owed to
the first mentioned party; or
(iii) information which has been independently developed by another
party; or
(iv) information required by law or the business rules of any stock
exchange to be disclosed.
Provided that:
(1) the party required to disclose such information referred to in
paragraph (iv) above, immediately notifies the other party of the
particulars of the required disclosure; and
(2) provides the other party with all assistance reasonably required by
the other party (at the other party's cost) to enable the other party
to take any steps available to it to prevent that disclosure or to
ensure that it occurs subject to a reasonable obligation of
confidence.
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"CORRESPONDENT" is an international telecommunications operator with whom
Telekom Malaysia has an international correspondent relationship.
"COS" means a central office switch in the STW Network.
"DIRECTOR-GENERAL OF TELECOMMUNICATIONS" means the office created by
Section 3A of the Telecommunications Act 1950.
"DIRECTORY ASSISTANCE SERVICE" is the directory assistance service provided
on the Telekom Malaysia network.
"DIRECTORY ASSISTANCE SERVICE CALL" is a call:
(a) originated on the network of STW and made to a Directory Assistance
Service provided on the network of Telekom Malaysia by dialling the
Directory Assistance Service Number for that Directory Assistance
Service; and
(b) routed to and handed over to Telekom Malaysia at the POI in accordance
with the applicable routing arrangements agreed between the Carriers
for such calls.
"DIRECTORY ASSISTANCE SERVICE NUMBER" is, in relation to a Directory
Assistance Service, provided on the network of the Carrier, the dial code
or dial code and number by which that Directory Assistance Service may be
accessed from the network of the Other Carrier.
"DTS" means a digital trunk switch or group or trunk switch installed
Telekom Malaysia's Public Switched Telephone Network, such group or trunk
switch shall be agreed between the parties to fulfil the function for a
limited period of time.
"EMERGENCY SERVICE CALLS" means Communication Attempts to `999' Police and
Ambulance, `991' Civil Defence, `994' Fire (Bomba), `995' Petronas Gas
Utilisation (PGU) and such other emergency services as agreed between the
parties.
"FACILITIES" means any part of the infrastructure of the telecommunications
network or telecommunication plant as defined in Section 2 of the
Telecommunications Act.
"FACILITIES ACCESS" means a service for the provision of access to
Facilities commercially agreed between the parties and/or reasonably
required to be provided under the Carriers' respective Licence conditions.
"FAR END HANDOVER" refers to the handing over of calls to the Other Carrier
by STW or Telekom Malaysia as the case may be, at a POI within the State
where the call should be terminated based on the location of STW's PSTN
Number or Telekom Malaysia's:
(i) PSTN Number; or
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(ii) registered location of the ATUR Number;
as the case may be.
"FORCE MAJEURE" means any cause which is not reasonably within the control
of the Carrier affected including, but not limited to, act of God,
industrial disputes of any kind, war declared or undeclared, blockade,
disturbance, lightning, fire, earthquake, storm, flood, explosion of
meteor, governmental restraint and expropriation.
"GATEWAY" is a designated DTS or COS (in respect of Telekom Malaysia and
STW respectively) which:
(a) provides operational interwording between STW's Network and Telekom
Malaysia's Network, and
(b) provides an agreed interface between the signalling, switching,
transmission and operations systems of each Carrier, and
(c) is defined by a unique name or code; and
(d) supports one or more POIs.
"INFORMATION SUPPORT" means the information provided by one Carrier to the
Other Carrier under CLAUSE 9.
"INTELLECTUAL PROPERTY" means all rights conferred under statute, common
law and equity and in relation to trade marks, trade names, logos and get
up, inventions, patents, designs, copyright, circuit layouts, Confidential
Information, know-how and trade secrets and all rights and interests in
them or licences to use any of them.
"INTERCONNECTING CARRIER" means the Carrier to which a service is or is to
be provided or the Carrier originating the Call Communication.
"INTERCONNECT CAPACITY" means the capacity measured in 2 Mbit/s or other
agreed units between a Gateway and a POI for use in the provision of one or
more Access Services.
"INTERCONNECT CONDITIONING" means the conditioning, equipping and
installation of facilities at the Access Carrier's Gateway to enable
provision of one or more Access Services.
"INTERCONNECT SUPPORT" is the maintenance and operation of Interconnect
Capacity, Network Capacity and the equipment and facilities in an Access
Carrier's Network (including, but not limited to, its Gateways) to support
the provision of one or more Interconnection Services.
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"INTERCONNECT TRAFFIC" means Call Communication traffic between the
directly connected customers of STW Network and the Telekom Malaysia
Network.
"INTERCONNECTION" is interconnection:
(a) of STW's Network Facilities to the Telekom Malaysia Network, for the
purpose of Telekom Malaysia supplying Access Services to STW in
relation to Call Communication; and
(b) of Telekom Malaysia's Network Facilities to the STW Network, for the
purpose of STW supplying Access Services to Telekom Malaysia in
relation to Call Communication;
via a POI and using agreed interfaces and signalling system.
"INTERCONNECTION SERVICE" is the provision by a Carrier of Interconnect
Conditioning, Interconnect Capacity, Network Conditioning and Network
Capacity to enable, or for use in the carriage of Interconnect Traffic to
and from a POI.
"INTERCONNECT STEERING GROUP" or "ISG" means the inter-carrier relations
group established by the Carriers.
"ITU-T" means the Telecommunications Standardisation sector of the
International Telecommunications Union (previously known as CCITT).
"LICENCE" means a licence issued by the Minister pursuant to the
Telecommunications Act.
"MANUALS" means the Technical and Implementation Manual, the Operations and
Maintenance Manual and other Manuals which the parties establish pursuant
to this Agreement.
"MINISTER" means the Minister of Energy, Telecommunications and Post or, if
different, the Minister administering the Telecommunications Act.
"NEAR END HANDOVER" refers to the handing over of calls to the Other
Carrier by STW or Telekom Malaysia as the case may be, other than on a Far
end Handover basis.
"NETWORK" means a telecommunications network within Malaysia to supply
domestic and/or international services and, in relation to a Carrier, means
so much of such a network as is operated by the Carrier (even if owned or
maintained by another person) or is owned and maintained by the Carrier
(even if operated by another person).
"NETWORK CAPACITY" means equipment and facilities required to be installed
in the Access Carrier's Network for use in the provision of one or more
Access Services but does not include Interconnect Capacity.
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"NETWORK CONDITIONING" means the conditioning, equipping and installation
of facilities at the Access Carrier's Network to enable the provision of
one or more Access Services.
"NETWORK FACILITIES" means the facilities that the Carrier operates or
uses, or intends to operate or use, as part of, in, or in connection with a
network of the Carrier, even if another person also operates or uses, or
intends to operate or use, some or all of the facilities.
"OPERATIONS AND MAINTENANCE MANUAL" is the manual to be agreed between the
parties pursuant to clause 13.1(a) in relation to the following:
(a) network information;
(b) commissioning, de-commissioning and re-arrangement practices;
(c) maintenance practices;
(d) fault handling procedures;
(e) complaint handling;
(f) network management;
(g) network monitoring;
(h) access to POI sites;
(i) contact lists; and
(j) such other matters as are agreed between the parties from time to time
and set out in the Operations and Maintenance Manual.
"OPERATIONS AND MAINTENANCE SUPPORT" means the establishment and operation
of operations practices, systems and procedures by the Access Carrier
reasonably required for the provision of Interconnection Services and
Access Services (which practices, systems and procedures will be agreed by
the ISG).
"OPERATOR ASSISTANCE SERVICE" is the operator assistance service provided
on the Telekom Malaysia Network and is more particularly specified in
Paragraphs 1.1 to 1.6 of the Schedule for Special Services.
"OTHER CARRIER" means either
(a) Telekom Malaysia; or
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(b) STW
as the context requires.
"POINT OF INTERCONNECTION" or "POI" means an agreed location which:
(a) constitutes a point of demarcation between the Network of STW and the
Network of Telekom Malaysia; and
(b) is at the point at which a Call Communication is transferred from one
Carrier's Network to the other Carrier's Network by an agreed method.
"PROFESSIONAL ADVISER" means a lawyer, accountant, auditor, financial
adviser, bank and other professional adviser or other technical adviser
(including, where necessary, relevant senior technical personnel of a
supplier to either party) and their employees and contractors retained to
provide advice for purposes of the negotiating, finalising, implementing
and the fulfilling of this Interconnection Agreement.
"PSTN NUMBER OR PUBLIC SWITCH TELEPHONE NETWORK NUMBER" means customer
numbers directly connected to the exchanges of Telekom Malaysia (but does
not include cellular mobile numbers) or public switch wireless numbers
directly connected to exchanges of STW, as the case may be.
"QOS" means quality of service.
"QOS STANDARDS" means the agreed QOS standards in respect of certain
services set out in the appropriate Manual.
"REVERSE CHARGE CALL" is a call:
(a) originated on the network of STW or Telekom Malaysia, and made to an
Operator Assistance Service by dialling the Reverse Charge Call
Service Number; and
(b) routed to and handed over to Telekom Malaysia or STW, as the case may
be, at the POI in accordance with the applicable routing arrangements
agreed between the Carriers for such calls.
"REVERSE CHARGE CALL SERVICE NUMBER" is, in relation to an Operator
Assistance Service, provided on the network of the Carrier, the dial code
`101' or `108' by which that Operator Assistance Service may be accessed
from the network of the Other Carrier.
"RM" means Ringgit Malaysia which shall be the monetary currency used in
this Agreement.
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"SERVICE ORDERING PROCEDURES" means the procedures governing the
forecasting planning and ordering of relevant services set out in the
appropriate Manual.
"SPECIAL SERVICES" means those Telecommunications Services provided by a
Carrier to its customers which the Carriers agree from time to time are to
be designated as Special Services for the purposes of Interconnection
pursuant to this Agreement.
"SUCCESSFUL CALL" means a complete call whereby the originating exchange
receives the B answer charge or no charge signal from the terminating
exchange. The chargeable duration is the period from the receipt of B
answer charge or no charge signal to the receipt of the clear forward or
forced release signal.
"SUPPLEMENTARY SERVICES" mean the provision of:
(a) in the case of each party, agreed Facilities Access and Information
Support; and
(b) in the case of the provision by Telekom Malaysia to STW, Directory
Assistance Service to STW customers; and
(c) any other right, interest, good or service which a party is obliged to
provide to the other party, and Telekom Malaysia and STW agree will be
provided, under the relevant Carrier's Licences.
"STATE" has the meaning given to it by the Interpretation Acts 1948 and
1967 except that for the purposes of this Agreement:
(a) the Federal Territory of Kuala Lumpur is part of the State of
Selangor;
(b) the Federal Territory of Labuan is part of the State of Sabah; and
(c) the States of Perlis and Kedah are treated as one State.
"TECHNICAL AND IMPLEMENTATION MANUAL" is the manual to be agreed between
the parties pursuant to CLAUSE 13.1(a) in relation to the following:
(a) principles for network configuration;
(b) forecasting procedures;
(c) ordering procedures;
(d) provisioning procedures;
(e) routing and numbering principles;
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(f) routing of Emergency Service Calls;
(g) signalling specifications;
(h) commissioning procedures;
(i) transfer of charge band data;
(j) billing procedures;
(k) call processing;
(l) call forwarding procedures;
(m) POI establishment procedures;
(n) relocation and removal procedures for POI equipment; and
(o) such other matters as are agreed between the parties from time to time
and set out in the Technical and Implementation Manual.
"TECHNICAL SPECIFICATIONS" means any technical parameters, specifications
and procedures agreed between the Carriers applicable to Interconnection of
the Carriers' Networks and provision of Access Services documented in the
Manuals.
"TELECOMMUNICATIONS ACT" means the Telecommunications Act 1950 as amended.
"TELECOMMUNICATIONS SERVICE" has the meaning given to it under the
respective Licences.
"TELEPHONE AREAS" are those attached in graphical and tabular form as
Schedule 4 to this Agreement.
"TOLL FREE NUMBERS" mean numbers currently denoted by the number range
commencing `800' and `1-300' but also including such other number ranges
agreed to or directed by the Director-General of Telecommunications where
the terminating party (the B party) is charged for the call, save for the
local call charge levied on the originating PSTN Number.
"TRANSMISSION CAPACITY SERVICE" is a service for the supply by Telekom
Malaysia to STW, pursuant to an agreement between the Carriers, of
transmission capacity (other than Interconnect Capacity) for operation and
use as part of, in or in connection with STW's Network.
1.2 In this Agreement except where the contrary intention appears;
(a) the singular includes the plural and vice versa; and
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(b) a reference to an agreement or another instrument includes any
variation or replacement of either of them; and
(c) a reference to an annexure or Manual or schedule is a reference to an
annexure or Manual or schedule to this Agreement and a reference to
this Agreement includes a recital, annexure or Manual or schedule; and
(d) a reference to a clause is a reference to a clause of this document
and a reference to a paragraph is a reference to a paragraph of the
schedule; and
(e) a reference to a statute, ordinance, code or other law includes
regulations and other instruments under it and consolidations,
amendments, re-enactments or replacements of any of them; and
(f) a reference to a person includes a firm, body corporate,
unincorporated association or an authority; and
(g) a reference to a person includes the person's executors,
administrators, successors, substitutes (including, without
limitation, persons taking by innovation), and assigns; and
(h) if the day on which the payment of money falls due is not a Business
Day, the due date shall be deemed to be the next Business Day; and
(i) a reference to a related body corporate of a party has the same
meaning as in the Companies Act 1965; and
(j) a reference to a party is a reference to a party to this Agreement;
and
(k) a reference to a third person is a reference to a person who is not a
party to this Agreement; and
(l) in relation to an Access Service for the carriage of a call from a POI
to a called number a reference to a direct dialled call includes a
Call Communication where the called number is directly dialled:
(I) from the calling number, or
(II) by the Interconnecting Carrier's operator or an overseas
operator,
but does not include a Call Communication for which the Access Service
is provided with the assistance (call dialling, handling or
completion) of the Access Carrier's operator or an overseas operator;
and
(m) headings are included for convenience and do not affect the
interpretation of this Agreement.
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2. SCOPE OF AGREEMENT
2.1 The scope of this Agreement shall be limited to the provision of Access
Services and Interconnection Services by either party to the other party
in respect of Interconnect Traffic.
2.2 Except where this Agreement provides to the contrary, the rights and
obligations conferred by this Agreement apply reciprocally as between
Telekom Malaysia and STW. For the purposes of clarification, where this
Agreement expressly states that a service is only to be provided by one
named Carrier to the other named Carrier, (for example, the provision of
Directory Assistance Service by Telekom Malaysia to STW customers) the
obligations in respect of that service are not regarded as reciprocal.
2.3 The parties agree and acknowledge that the governing principle of this
Agreement is that Telekom Malaysia and STW are in respect of
Interconnection and Access Services in a Carrier-to-Carrier relationship.
Accordingly, the parties will treat each other on a non-discriminatory
basis ("the requirement of non-discrimination").
2.4 The parties agree and acknowledge that, unless otherwise specifically
agreed and identified in this Agreement, the requirement of
non-discrimination also means that:
(a) to the extent technically feasible, a Carrier will treat the Other
Carrier and its own operations on a non-discriminatory basis in
relation to the technical and operational quality of the services;
(b) a Carrier will treat its own customers and customers of the Other
Carrier who are similarly situated on a non-discriminatory basis as
regards:
(i) to the extent technically feasible, the transparency, from the
customers' perspective, of Call Communication and other services
carried across the Access Carrier's Network; and
(ii) the standard and quality of services which the Access Carrier supplies
to customers of the Interconnecting Carrier, whenever those services
are associated with or incidental to the supply of Telecommunications
Services by the Interconnecting Carrier.
2.5.1 This Agreement establishes a framework for the provision of
Interconnection Service and Access Service between the respective parties'
networks relating to Call Communication. Accordingly the parties have
agreed on terms and conditions in respect of the provision of certain kinds
of Interconnection Service and certain kinds of Access Service in relation
to certain types of Call Communication as set out in the Schedules to this
Agreement. The parties acknowledge that additional kinds of
Interconnection Service and Access Service in relation to other types of
Call Communication may be requested by a party for the provision of
Telecommunications Services by it. If a party wishes to extend the range
of the kinds or types of
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Interconnection Service and Access Service relating to Call Communication
provided by another party under this Agreement:
(a) it shall notify the other party in writing at least three (3) months
prior to its request to extend the range of kinds or types of
Interconnection Service and Access Service; and
(b) the parties shall promptly consult with each other with a view to
determining if the other party is able to supply the requested
Interconnection Service and Access Service, or other available
Interconnection Service and Access Service which would meet the
party's requirements, and the terms and conditions on which the
Interconnection Service and Access Service are to be included.
2.5.2In the event both Carriers agree to provide any additional kinds of
Interconnection Service or Access Service then the agreed terms and
conditions in respect thereof shall be supplemental to this Agreement.
2.6 The parties agree that this Agreement is not intended to govern the
provision of any services not specified in this Agreement or subsequently
agreed to by the parties pursuant to Clause 2.5.2 except to the extent that
the supply of the service is incidental to the functionality required for:
(a) the Interconnection of the Network Facilities of one Carrier with the
Network of the Other Carrier; or
(b) the carriage of a Call Communication across the Other Carrier's
Network.
2.7 The obligation of a party to agree to the extension of this Agreement to
cover the provision of a Telecommunications Service to another party under
clauses 2.5.1 and 2.5.2 is first subject to the party being so obliged by
virtue of its Licence or by applicable regulations, directives,
determinations and/or directives issued by the Director-General of
Telecommunications.
2.8 (a) Whenever the provisions of this Agreement state that matters are to be
agreed between the parties, those matters shall be determined by the
ISG in accordance with procedures agreed between the parties.
(b) Any matter agreed by the parties by determination of the ISG must be
included in either the Operations and Maintenance Manual, the
Technical and Implementation Manual or any other appropriate Manuals,
as the parties may agree.
(c) A matter agreed or purportedly agreed between the parties shall not be
legally binding on the parties unless such matter is included or
reflected in the appropriate Manuals or is made in writing and
expressed to be a variation or amendment to this Agreement.
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2.9 (a) Notwithstanding anything to the contrary the Access Carrier is not
required to provide a service to the Interconnecting Carrier until the
parties have agreed on all the remaining terms and conditions relevant
to the supply of that service which are not already specified in this
Agreement or in the Manuals as being applicable to that service ("THE
OUTSTANDING SUPPLY TERMS").
(b) The Access Carrier may at its choice and in exceptional circumstances
agree to supply a service prior to final and full agreement on any
outstanding supply terms relating to that service subject to such
period and conditions as may be agreed by the Carriers but without
prejudice to any of the rights and remedies of the Access Carrier.
(c) STW hereby undertakes to finalise and agree to the outstanding supply
terms in the manuals with Telekom Malaysia within three (3) months
from the Commencement Date or such further period as may be agreed by
Telekom Malaysia and STW. Failing which, STW irrevocably and
unconditionally agrees that Telekom Malaysia shall be entitled (but
not obligated) at Telekom Malaysia's discretion:
(i) to terminate the Access Service, Facilities, Facilities Access,
Interconnect Conditioning, Interconnect Support or Interconnection
Service, Network Capacity, Network Conditioning, Network Facilities,
Operations and Maintenance Support, Supplementary Services,
Transmission Service or any other service support or capacity or part
thereof; and/or
(ii) to decline to provide any further Access Service, Facilities,
Facilities Access, Interconnect Conditioning, Interconnect Support or
Interconnection Service, Network Capacity, Network Conditioning,
Network Facilities, Operations and Maintenance Support, Supplementary
Services, Transmission Service or any other service support or
capacity or part thereof,
without any notice to STW notwithstanding anything to the contrary.
2.10 For the avoidance of doubt, this Agreement is intended to apply only to the
provision of services by one Carrier to the other and to related matters
concerning the parties and may not be construed as conferring benefits on
third persons.
3. INTERCONNECTION CAPACITY
3.1 Subject to clauses 2.5.1 and 2.5.2 and the Interconnecting Carrier's
compliance with the relevant Service Ordering Procedures, the Access
Carrier will provide agreed Interconnection Service in accordance with the
relevant provisions of the Manuals.
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3.2 Each Carrier must ensure that its Network Facilities delivered at each POI
conform to QOS Standards and Technical Specifications agreed between the
Carriers.
3.3 Each Carrier must provide, install, test, make operational and maintain all
Network Facilities on its side of the POI unless otherwise agreed.
3.4 Interconnection Services and related Operations and Maintenance Support,
and the relevant technical, operational and other procedures relating to
those services shall be negotiated and agreed between the parties and
recorded in the appropriate Manual prior to the Access Carrier providing
those services subject to clause 2.9.
3.4A Each party shall give a discount on their charges for Interconnect Capacity
connected to the POI and the Gateway from the Commencement Date. This
discount shall be [*] off the published leased circuit charges.
3.5 The rates as stated in the Schedule will be reviewed two (2) years from the
date of this Agreement unless otherwise stated in the Schedule and pending
agreement both parties shall pay the rates in the Schedule. The parties
agree to adjust the payments upon reaching an agreement on the revised
rates. If the amounts paid to date for the period pending agreement ("the
Period") are higher than the amounts payable under the revised rates then
the other party will credit such difference (free of any interest) within
fourteen (14) Business Days from the date of agreement to the invoiced
party. If the amounts paid to date for the Period are less than the
amounts payable under the revised rates then the invoiced party will pay in
full such difference (free of interest) within fourteen (14) Business Days
from the date of agreement to the other party. With respect to additional
Interconnection Services and Interconnect Support and Operations and
Maintenance Support provided to and provided by the relevant Carrier, upon
request from either Carrier, the Carriers will meet, negotiate and agree
and document as a schedule to this Agreement all relevant terms and
conditions (including the applicable charges, amounts and rates payable and
the period for which they are to apply).
3.6 Each Carrier will provide its own Interconnect Capacity to the POI unless
it is agreed by the Carriers that the Interconnect Capacity is to use CCS7
signalling in which case the charges for the provision of such circuits for
both incoming and outgoing traffic (two way Interconnect Capacity) is to be
based on the utilisation. Utilisation shall be agreed upon by the parties
and documented in the Technical and Implementation Manual.
4. ACCESS SERVICE
4.1 Subject to clauses 2.5.1 and 2.5.2 and Interconnection Service being
provided in accordance with clause 3 and the Interconnecting Carrier's
compliance with a Service Ordering Procedure, the Access Carrier will
provide the agreed Access Service in accordance with the agreed
provisioning procedure, as set out in the relevant Manual.
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* Confidential portion has been omitted and filed separately with the
Commission.
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4.2 Each Carrier must ensure that the carriage of a Call Communication by it
conforms to the QOS Standards for the carriage in respect of which the
Carrier has control.
4.3 The Interconnecting Carrier will pay to the Access Carrier for Access
Services provided by the Access Carrier, charges in accordance with the
applicable provisions set out in the Schedules to this Agreement.
4.4 The routing and call handover principles to apply to a Call Communication
will be agreed by the parties prior to the provision of the Access Service
for that type of Call Communication and will be recorded in the appropriate
Manual.
4.5 In the event that a Call Communication to a number (the 'B' party number)
which is allocated to either party to this Agreement is "forwarded" to
either party's PSTN Number, or ATUR Number, the forwarded portion of the
call shall be considered in all respects to be a second and separate call
for the purposes of this Agreement (including but not limited to the
calculation of any Access Charges). Any Access charges incurred in
forwarding the call from the original 'B' party number to another PSTN
Number or ATUR number or to another network, shall be to the account of the
'B' party and the Carrier to which the 'B' party is connected.
4.6 Notwithstanding anything to the contrary, each party shall be entitled to
its revenue share if it carries traffic to the Other Carrier's PSTN Number
or ATUR Number irrespective of the location of Other Carrier's customer at
the time the Call Communication is made.
5. SPECIAL SERVICES
5.1 The parties will agree to the terms and conditions (including Access
Charges) for each type of Special Service as that type is agreed to be
added to the category of Special Services covered by this Agreement. The
Interconnecting Carrier will pay to the Access Carrier in relation to each
Special Service those charges which are payable in accordance with the
terms and conditions applicable to that Special Service and as set out in
Schedule 3.
5.2 The parties hereby agree that the minimum period for which STW will be
provided each of the Special Services in Schedule 3 is eighteen (18) months
from the Commencement Date and thereafter STW may terminate their
requirement for any one or more of such Special Services provided it serves
Telekom Malaysia with at least a six (6) months written notice.
6. DIRECTORY ASSISTANCE SERVICE
6.1 Subject to the terms of this Agreement, Telekom Malaysia agrees to provide
to STW in respect of Directory Assistance Service Calls, a Directory
Assistance Service accessed by callers dialling '103' on the STW Network.
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6.2 Directory Assistance Service provided by Telekom Malaysia to callers from
the STW Network will be in accordance with Telekom Malaysia's standard
operating practices and procedures for Directory Assistance Service.
6.2A In order to supply STW with a Directory Assistance Service, STW shall
supply Telekom Malaysia its new customers and amended customer information
as required to support the Directory Assistance Service ("Customer
Information"). Such Customer Information shall be supplied by STW in an
agreed electronic format on a weekly basis, or such longer period of time
as agreed between the parties.
6.2B The supply of Customer Information by STW to Telekom Malaysia and the
inclusion of such information within the Directory Assistance Service does
not confer any rights to STW in Telekom Malaysia's Directory Assistance
Service database or other related databases or otherwise in whatever form.
STW is fully authorised to supply and utilise the Customer Information and
expressly grants an irrevocable free licence to Telekom Malaysia to use
STW's information for the provision of the Directory Assistance Service and
Telekom Malaysia shall not be under any confidentiality obligations under
Clause 15 in respect thereof.
6.3 STW will pay to Telekom Malaysia in relation to Call Communications from
the STW numbers to the Directory Assistance Service, charges in accordance
with Schedule 2 to this Agreement. The rates in the Schedule may be
reviewed two (2) years from the date of this Agreement unless otherwise
stated in the Schedule and pending agreement both parties shall pay the
rates in the Schedule. The parties agree to adjust the payments upon
reaching an agreement on the revised rates. If the amounts paid to date
for the period pending agreement ('said Period") are higher than the
amounts payable under the revised rates then the other party will credit
such difference (free of interest) within fourteen (14) Business Days from
the date of agreement to the invoiced party. If the amounts paid to date
for the said Period are less than the amounts payable under the revised
rates then the invoiced party will pay in full such difference (free of
interest) within fourteen (14) Business Days from the date of agreement to
the other party
6.4 The parties hereby agree that the minimum period for the Directory
Assistance Service is eighteen (18) months and thereafter STW may terminate
its requirement for such service provided it serves Telekom Malaysia with
at least six (6) month's written notice.
6A. PRINTED DIRECTORIES
6A.1 Telekom Malaysia agrees to make available, at Kedai Telekom or as otherwise
determined by Telekom Malaysia, for the distribution of its printed
directory of subscriber and other numbers (typically known as the 'white
pages' directory) which it prepares for its own customers to STW's
customers contained in the Directory Assistance Service database in
accordance with Telekom Malaysia's standard operating procedures.
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6A.2 STW shall pay Telekom Malaysia or if directed by Telekom Malaysia, to the
relevant party, [*] only per number entry for each of STW's customers
listed in the white pages directory. This charge shall entitle each of
STW's customers to:
(i) a single standard entry in the white pages directory; and
(ii) one (1) copy of the white pages directory and yellow pages directory
applicable to the customer's Telephone Area.
Should STW require the entries to be in a form other than a standard entry,
the charges shall be at such rates as may be agreed by the Carriers. STW
acknowledges that it is fully aware of the type of print of the standard
entry in the white pages. For the avoidance of doubt, the bold entry shall
not be construed as a standard entry.
STW shall pay these charges to Telekom Malaysia or if directed in writing
by Telekom Malaysia, to the relevant party, within 30 days from the invoice
date.
6A.3 At STW's request, Telekom Malaysia shall make available to it at the
Kedai Telekom or as otherwise determined by Telekom Malaysia a
reasonable quantity of additional copies of both the white pages
directory and yellow pages directory to STW at the retail price for
such directories. Such a request shall be for a minimum of five
thousand (5,000) copies for each directory with increments in
multiples of one thousand (1,000) unless otherwise agreed between the
parties. All requests shall be made at least two (2) months prior to
the intended date of printing of the new directory. Any requests not
made within this time will be subject to stock availability.
Additional procedures applying to the supply and distribution of the
white pages directory and yellow pages directory shall be agreed in
the Technical and Implementation Manuals.
6A.4 The supply of Customer Information by STW to Telekom Malaysia and the
inclusion of such information in one or more printed directories does
not confer any rights to STW in Telekom Malaysia's printed directories
or related databases or otherwise in whatever form. STW is fully
authorised to supply and utilise the Customer Information and
expressly grants an irrevocable free licence to Telekom Malaysia to
use and reproduce the Customer Information for the preparation and
distribution of the printed directories and Telekom Malaysia shall not
be under any confidentiality obligation under Clause 15 in respect
thereof.
6A.5 Notwithstanding anything to the contrary in this Agreement the above
mentioned charges in Clause 6A.2 shall be subject to an increase of
[*] per annum.
7. TRANSMISSION CAPACITY SERVICES
7.1 Subject to either Carrier complying with the Service Ordering Procedures,
and
-----------------------
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
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agreement being reached pursuant to clause 7.3, Telekom Malaysia will provide in
accordance with the provisioning procedures in the relevant Manual, Transmission
Capacity Services agreed by both Carriers.
7.2 Each Carrier will ensure that Transmission Capacity Services conform to the
QOS Standards and Technical Specifications, subject to Other Carrier's use
of those Transmission Capacity Services in accordance with the Technical
Specifications and other agreed requirements.
7.3 Upon request from either Carrier, the Carriers will meet, negotiate and
agree and document as a schedule to this Agreement all relevant terms and
conditions (including the applicable charges, amounts and rates payable and
the period for which they are to apply) in respect of the provision by,
either Carrier to the Other Carrier of Transmission Capacity Services.
8. FACILITIES ACCESS
8.1 Unless otherwise agreed by the Carriers, each POI will be physically
installed and housed at the locations listed in the relevant Manual. It is
agreed that where a Carrier ("First Carrier") leases Interconnect Capacity
from the Other Carrier to trunk its Interconnect Traffic to and from the
POI to its Gateway, the Other Carrier's equipment can be co-located in the
First Carrier's premises in accordance with the terms of the relevant
Manual for the required space in the Other Carrier's premises. STW shall
provide Telekom Malaysia access to its premises when Telekom Malaysia,
reasonably requires it for the purpose of installing, maintaining,
modifying or removing Telekom Malaysia equipment required at the POI.
8.2 The Carriers will negotiate and agree and document all relevant terms and
conditions in respect of the provision of Facilities Access to Facilities
in addition to those provided for in clause 8.1, if and when the same is
required.
9. PROVISION OF INFORMATION
9.1 The obligations of each Carrier to provide information to the Other Carrier
are as set out in this clause or as otherwise agreed between the parties
and are subject to the requirements of confidentiality imposed by this
Agreement.
9.2 The ISG will negotiate methods and procedures governing the provision of
information by each Carrier to the Other Carrier under this Agreement.
9.3 A Carrier must provide the Other Carrier on a timely basis with all agreed
information reasonably required to determine rates and charges to be billed
by each Carrier to the Other Carrier or by each Carrier to its customers.
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9.4 Each Carrier will charge and bill its own customers for a Call
Communication. The Carriers will agree on the Communication Information
which is to be exchanged for the purposes of charging and billing and such
Communication Information will be deemed to be included in the Manuals for
the purposes of call and billing verification. For the purpose of inter
carrier billing reconciliation the Carriers will provide CLI to each other,
subject to:
(a) the ability of the relevant exchange to provide CLI; and
(b) CLI being forwarded to it from another network with which its Network
is interconnected.
9.5 To the extent permitted by Malaysian law and any relevant guidelines or
customer service standards in force pursuant to the Carrier's respective
Licence conditions, the Carriers will exchange information and otherwise
cooperate in relation to the prevention and investigation of fraudulent use
or misuse of the Carriers' respective Telecommunications Services and the
theft of Carrier provided terminal equipment.
9.6 Information provided under this Agreement may only be used for the purpose
for which it was given. Personal information about a customer's credit
worthiness, credit standing, credit history or credit capacity may only be
used for the purposes permitted by, and in compliance with, Malaysian law.
9.7 Information required to be provided under this Agreement need not be
provided if the recipient Carrier has not established security measures
agreed by the ISG to be adequate to protect the confidentiality of the
information. If the recipient Carrier does not observe such security
measures or any of the information is used by it for any purpose other than
the purpose for which it was given, the providing Carrier may deny the
recipient Carrier further access to the information for the period during
which the non observance or nonconforming use continues on notice
specifying the nonobservance or nonconforming use. The Carriers will
cooperate to resolve the providing Carrier's reasonable concerns so that
information exchange can be resumed as soon as possible.
9.8 The parties acknowledge that when information (including for the purposes
of this clause any updated information) required to be provided under this
clause is held on a database the party entitled to receive the information
will not be entitled to obtain direct access to the database. The precise
method by which information is to be made available will be determined by
the ISG having regard to the reasonable cost, convenience and security
concerns of the parties.
9.9 (a) Subject to the Telecommunications Act and any subordinate legislation,
nothing in this Agreement may be construed as requiring a Carrier at
any time to disclose to the Other Carrier information which is at the
date when this Agreement comes into force, the subject of a
confidentiality obligation owed to a third person unless the third
person consents to such disclosure. Where the
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consent of a third person is required, the Carrier holding the
information must use its reasonable endeavours to obtain the consent
of that third person.
(b) After this Agreement comes into force a Carrier must use its best
endeavours not to enter into any contract which would prevent it
from making information available to the Other Carrier unless the
contract includes a term which permits the contracting Carrier to
make the information available if directed to do so by the
Director General of Telecommunications.
9.10 All communication information, call and such other relevant information
in relation to Call Communication must be kept by both Carriers for a
period of two (2) years unless otherwise agreed in writing.
10. BILLING AND SETTLEMENT
10.1.1 In this clause:
"DISPUTE NOTIFICATION PERIOD" means the period of thirty (30) days
after the invoice date; and
"DUE DATE" means the date which is thirty (30) days after the relevant
invoice date; and
"INVOICE CARRIER" means the Access Carrier which issues an invoice; and
"INVOICE DATE" means the date on which an invoice is dispatched.
10.1.2 In respect of any charge due from a Carrier or invoice to be sent to a
customer the Invoice Carrier shall raise the invoice. The Invoice
Carrier shall invoice within the next calendar month substantiated by
an interconnect usage report relating to each Call Communication for
the last preceding month in of call charges except for charges
incurred for agreed numbers used for testing purposes prior to
commissioning of the respective POI. In addition, the Carrier shall
also be entitled to invoice the Other Carrier for any Access Charges
and other charges in relation to the provision of Access Services,
and Interconnection Services and any other facilities or services.
10.1.3 The Invoice Carrier is responsible for obtaining information upon
which the invoice is based and if the Invoice Carrier does not normally
collect that information and it is not reasonably practicable for the
Invoice Carrier to do so but the Other Carrier is able to collect the
information, that Carrier shall supply such information and the Invoice
Carrier may use that information. The Invoice Carrier shall bear all
expenses in checking any information so supplied.
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10.1.4 If a Carrier is unable to submit a monthly statement of interconnect
usage by the end of the next month then the monthly adjustment and
payment (if any) will be made against the last invoice (save and
except for the first month) within fourteen (14) Business Days of the
end of that particular month and the parties agree to pay each other
the sum not less than the amount invoiced in the last preceding month's
invoice (save and except for the first month) ("Provisional Amount").
Monthly payments will be provisionally adjusted in the next invoice or
as soon as practicable but not later than ninety (90) Business Days
after the date the charges were incurred. In respect of the first
month both parties will send an estimated invoice if they are unable
to send an interconnect usage report not later than one hundred and
twenty (120) days from the Commencement Date and this shall not in
any way prevent the Other Carrier from issuing its invoice at any time
earlier and neither does it affect such Carrier from being paid in
accordance with this Agreement.
10.1.5 (a) If the invoiced amount for that month is higher than the
Provisional Amount for the same month, then the Other Carrier will
pay in full such difference within fourteen (14) Business Days from
the invoice date to the Invoice Carrier.
(b) If the invoiced amount for that month is lower than the Provisional
Amount for the same month, the Invoice Carrier will reimburse in
full such difference free of interest within fourteen (14)
Business Days from the invoice date to the Other Carrier. Such
payment must be forwarded to the Other Carrier together with the
relevant monthly statement of the actual interconnect usage.
10.1.6. Where appropriate, any taxes shall be added to all or any charges
under this Agreement and be paid by the party responsible for making
such payment.
TERMS OF PAYMENT
10.2 (a) A Carrier must pay any amount due and owing to the Other Carrier
on the due date unless otherwise agreed in writing by both parties.
(b) A Carrier to whom any service is provided under this Agreement
must pay the Carrier providing the service the applicable rates
and charges, and on the terms and conditions set out or referred
to, as the case may be, in this Agreement.
10.3 Subject to clauses 10.1.4, 10.9 and 10.10, each Carrier agrees to
provide the Other Carrier with an invoice for all amounts due under
clause 10.2 in respect of each Billing Period.
10.4 All payments under this Agreement must be:
(a) paid by electronic transfer to the Invoice Carrier or exceptionally
by cheque to the nominated account(s) of the Invoice Carrier if
agreed by the Invoice Carrier; and
CONFIDENTIAL TREATMENT REQUESTED
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(b) subject to clause 10.10, paid without set off or counterclaim and
free and clear of any withholding or deduction.
10.5 Unless otherwise agreed, all invoices shall be stated in RM and payment
must be made in RM.
10.6 Interest on due and unpaid amounts is payable (as well before judgment
and after judgement) at the rate of [*] Malayan Banking Bhd's base
lending rate ("BLR") calculated daily from the due date until the date
of actual payment. Payments which are overdue by more than sixty (60)
days will bear additional interest at the rate of [*] per annum (as
well as before judgment and after judgement) calculated from the due
date until the date of receipt by the Invoice Carruer if full payment.
10.7 Where interest in respect of any due and unpaid amount is due to an
Invoice Carrier under clause 10.6, that Carrier may add the amount of
such interest to its next invoice.
10.8 If a Carrier discovers an error in an invoice given by the Other
Carrier under this clause 10, it must notify the Other Carrier. The
Carrier which made the error must make the adjustment necessary to
correct that error in its next invoice.
10.9 If a Carrier has omitted charges from an invoice, that Carrier may
include those charges in a later invoice which may not be submitted
after ninety (90) Business Days after the date the charges were
incurred provided that omitted charges may be included in any invoice
issued within the first one hundred and twenty (120) Business Days
after the Commencement Date.
10.10 Unless the parties otherwise agree, there will be no setting-off (ie
netting) of inter Carrier invoices except where a Carrier goes into
liquidation in which case the Other Carrier may set off. However,
in order to minimise the administration and financial costs of the
settlement process, the parties will consider set off proceeds for
Carrier invoices which may require the alignment of each Carrier's
invoice date and other procedures to allow set off to occur
efficiently.
BILLING DISPUTES
10.11 If a Carrier ("DISPUTING CARRIER") disputes in good faith an invoice
prepared by the Invoice Carrier, the Disputing Carrier must notify the
Invoice Carrier in writing within the dispute notification period.
10.12 A notice given under clause 10.11 must specify:
(a) the reasons why the Disputing Carrier disputes the invoice; and
(b) the amount in dispute.
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* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
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10.13 Subject to clause 10.14, the Carriers must use their reasonable
endeavours to promptly resolve any dispute notified under clause 10.11
through the ISG and, if it is unable to do so within thirty (30) days
after the expiry of the dispute notification period, either Carrier may
refer the dispute for resolution in accordance with the dispute
resolution procedures set out in clause 19.
10.14 To the extent that a dispute notified under clause 10.11 involves a
dispute with a Correspondent of the Invoice Carrier, the procedures
set out in clause 10.13 are suspended for a reasonable period of time
pending resolution of the dispute with the Correspondent. As a
general rule, the period of suspension will not exceed ninety (90)
days. However, the Carriers recognise that disputes with some
Correspondents may take longer than ninety (90) days to resolve, in
which case the Invoice Carrier must promptly inform the Disputing
Carrier in writing of the likely period required for resolution.
10.15 Notwithstanding anything to the contrary , the Carrier is obligated to
pay the amount stated in the invoice by the due date even if it
disputes the amount of the invoice or claim. If the amounts paid to
date for the period pending the settlement of the dispute is higher
than the amounts payable then the Invoice Carrier will credit such
difference (free of any interest) within fourteen (14) Business Days
from the date of settlement of the dispute to the Carrier. If the
amounts paid to date under the invoice in dispute are less than the
amounts payable then the Carrier will pay in fun such difference
within fourteen (14) Business Days from the date of settlement of the
dispute to the Invoice Carrier.
CUSTOMER BILLING
10.16 The parties will also comply with the arrangements for the billing of
customers agreed and documented by the ISG in the relevant Manual.
11. AUDITS
11.1 Either Carrier may request an audit of the Other Carrier's call data,
and the Other Carrier will facilitate and provide access upon
reasonable notice for such audit to be carried out by independent
auditors agreed upon by the parties and an audit certificate provided.
The costs of such an audit will be equally shared by Telekom Malaysia
and STW. Audits cannot be conducted more frequently than at six (6)
month intervals unless the requesting Carrier pays the entire costs of
the audit
The independent auditor shall be appointed within thirty (30) days
from the date of the request of the audit. Failing agreement on the
independent auditor above mentioned, another auditor will be appointed
by an independent third party (the President of the Malaysia Institute
of Accountants) within thirty (30) days from the date of notification
by the Carrier requiring the audit. The costs of the audit shall be
borne by the Carriers equally and the results of the audit shall be
final and binding.
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12. NETWORK PROTECTION AND RELATED NETWORK MATTERS
12.1 Each Carrier is responsible for the safe operation of its Network and
must reasonable and necessary steps to ensure that its Network, its
Network operations and implementation of this Agreement:
(a) do not endanger the safety or health of the officers, employees,
contractors, agents or customers of the Other Carrier; and
(b) do not damage, interfere with or cause any deterioration in the
operation of the Other Carrier's Network
12.2 A Carrier must not modify, or take any action which would have the
effect of modifying the operation of the Network of the Other Carrier
or take any action with respect to the Other Carrier's Network which
is without the Other Carrier's permission.
12.3 A Carrier must not interfere with the use of the Telecommunications
Services provided by the Other Carrier, but this clause will not be
taken as excusing a Carrier from the performance of any of its
obligations under this Agreement.
12.4 The parties will cooperate to enable each other to meet the terms of
their respective Licences and to fulfill their obligations under this
Agreement and to provide Telecommunications Services to their
customers. The parties will manage their Networks to minimise
disruption to services and, in the event of interruption or failure
of any service, will restore those services as soon as is reasonably
practical. Each Carrier must manage, notify and correct faults arising
in its Network which affect the provision of any Telecommunications
Service by the Other Carrier:
(a) as it would in the ordinary course for similar faults affecting
the provision of Telecommunications Services by it; and
(b) in accordance with the fault notification procedures and the
principles of priority of repair of faults agreed by the ISG and
documented in the relevant Manual.
12.5 STW agrees that Interconnect Traffic bound for Telekom Malaysia's PSTN
Numbers and ATUR Numbers shall be routed directly to Telekom Malaysia
via the agreed POIs and shall not be routed via the Network and the POI
of another operator with a Licence in Malaysia
12A. NUMBERING
12A.1 Both the Carries agree to comply with the obligations, operations
and procedures in relation to the PSTN Numbers determined by the
Numbering Plan promulgated by the Director General of
Telecommunications.
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12A.2 Both Carriers shall have full discretion in allocating to its customers
the PSTN Numbers which have been allocated for its use by the Director
General of Telecommunications subject to the following conditions:
(a) Every 10,000 block of numbers must be capable of reference to and
restricted to one Telephone Area; and
(b) Any allocation of PSTN Numbers facilitates access to and routing over
the Telekom Malaysia's Network or STW's Network in accordance with
the procedures laid down in the Technical and Implementation Manuals.
13. NETWORK PROVISION AND OPERATIONAL LIAISON
13.1 The parties will:
(a) use their best efforts to negotiate and agree and document as soon as
reasonably practicable the provisions of the Technical and
Implementation Manual and the Operations and Maintenance Manual and
any other Manuals which the parties deem necessary to establish;
(b) comply with the operational procedures and methods set out in the
Manuals; and
(c) where such procedures and methods have not been agreed, negotiate
operational procedures and methods;
in relation to:
(1) the planning, ordering, provisioning and delivery of services;
(2) the management of services including:
(i) QOS indicators, reporting on performance in terms of those
indicators and determining the appropriate action to be taken in
the event that service quality falls below the agreed indicator
levels;
(ii) network operations in the event of Network failure, congestion
and blockage; and
(iii) ensuring that the parties Networks are adequately protected
from harm;
(3) test procedures and other technical and operational matters relating
to the provision of services by one Carrier to the Other Carrier;
(4) the handling of customer operations; and
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(5) such other matters as the parties determine.
13.1A It is agreed that the Technical and Implementation Manual will
contain a requirement for STW to, inter alia:
(a) provide a forecast for its required Interconnect Capacity on a
monthly basis for the first eighteen (18) months including an
undertaking that STW will pay the agreed rates for the first six
(6) months of Interconnect Capacity (that Telekom Malaysia
supplied or has offered to supply) irrespective of STW's actual
use of that Interconnect Capacity; and
(b) provide a five (5) year rolling forecast of the required
Interconnect Capacity, updated on a six (6) monthly basis. This
forecast will include Interconnect Capacity requirements on a
quarterly basis for the first and second years and annually for
years three to five.
13.1B In addition to the requirements under the Technical and
Implementation Manuals, each Carrier agrees to:
(a) designate in writing the POI or POIs for the handover of
Interconnect Traffic for every State and if different, for any
Telephone Area; and
(b) provide at least two (2) months prior written notice of its
intention to designate a POI as the point for the handover of
particular Interconnect Traffic that would affect the
interconnect charges payable by a Carrier to the Other Carrier on
any particular route. This notice period can be shortened by,
agreement between the parties.
13.2 The co-ordination of the on-going inter carrier relationship will be
undertaken by the ISG.
13.3 It is hereby expressly agreed that nothing in clause 13.1A or this
Agreement obliges Telekom Malaysia in any way to provide any additional
Network Capacity, Interconnect Capacity, Facilities, Services or otherwise
unless it is in accordance with the terms of the Manuals. Pending
finalisation of the Manuals, Telekom Malaysia may in its absolute
discretion provide the same upon such terms and conditions as both parties
may agree.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 All right, title and interest in and to any:
(a) Intellectual Property (in relation to matters the subject of this
Agreement) developed after the Commencement Date vests in the party
who developed that Intellectual Property or for whom that Intellectual
Property was developed by a third person; and
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(b) improvements to or adaptations, versions or modifications of
Intellectual Property (in relation to matters the subject of this
Agreement) vest in the party who developed that Intellectual Property
or on behalf of whom that Intellectual Property was developed.
14.2 The parties will negotiate arrangements (including in respect of title)
concerning Intellectual Property jointly developed in the course of
performing or otherwise in connection with this Agreement.
14.3 The owner of Intellectual Property ("Owner") may take such steps and
proceedings as it considers necessary or desirable to protect its rights in
respect of the Intellectual Property and the rights of any other party to
which the Intellectual Property has been disclosed or licensed ("User") and
each User must render all reasonable assistance in connection with those
steps or proceedings at the request and expense of the Owner.
14.4 A party must not use a trade mark belonging to another party as a trade
mark without the prior written consent of that other party.
14.5 Each party ("INDEMNIFYING PARTY") indemnifies the other party ("INNOCENT
PARTY") against all liability or loss arising directly or indirectly from,
and all reasonable costs, charges and expenses incurred in connection with
any claim, action, suit or demand alleging infringement by the Innocent
Party of the rights of a third party arising from use by the Innocent Party
of Intellectual Property disclosed or licensed by the Indemnifying Party
under this Agreement. This indemnification will represent the only remedy
and form of compensation available to the Innocent Party in relation to the
infringement by the Innocent Party of the rights of a third party in
relation to Intellectual Property licensed or disclosed by the Indemnifying
Party under this Agreement.
15. CONFIDENTIALITY
15.1 Subject to clause 15.3 each party must keep confidential all Confidential
Information of another party which:
(a) is disclosed, communicated or delivered to it by a party pursuant to
this Agreement; or
(b) comes to its knowledge or into its possession in connection with this
Agreement,
and must not:
(c) use or copy such Confidential Information except for the purposes of
this Agreement or as required by the Director General of
Telecommunications; or
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(d) disclose or communicate, cause to be disclosed or communicated or
otherwise make available such Confidential Information to any third
person other than its directors, officers, employees and/or
Professional Adviser to whom disclosure is necessary for the
purposes of this Agreement.
15.2 Each party much establish and observe procedures adequate to protect the
Confidential Information of another party and, without limiting the
generality of the foregoing, must ensure that each of its directors,
officers, employees and/or Professional Adviser to whom that
Confidential Information is disclosed for the purposes of this Agreement
is subject to and maintains the confidentiality obligations set out
herein.
15.3 Except as otherwise provided in this Agreement, a party ("DISCLOSING
PARTY") may only disclose the Confidential Information of another party
only in accordance with a lawful and binding directive issued by the
Director General of Telecommunications and provided that in each case
the disclosing party:
(i) has given twenty four (24) hours notice to the other party that it
is required to disclose the Confidential Information so that the
other party has an opportunity to protect the confidentiality of
its Confidential Information; and
(ii) provides the other party with a copy of the Confidential
Information of that other party so disclosed.
15.4 Each party must co-operate in any action taken by another party to:
(a) protect the confidentiality of the other party's Confidential
Information; or
(b) enforce the rights in relation to its Confidential Information.
15.5 Confidential Information provided by one party to another party is
provided for the benefit of that other party only. Each party
acknowledges that no warranty is given by the disclosing party that
the Confidential Information is or will be correct. However, the
parties will use their best endeavors to ensure such information is
correct.
15.6 Each party acknowledges that a breach of this clause 15 by one party may
cause another party irreparable damage for which monetary damages would
not be an adequate remedy. Accordingly, in addition to other remedies
that may be available (including but not limited to recovery of monetary
damages), a party may seek injunctive relief against such a breach or
threatened breach.
15.7 A party may use CLI disclosed to it only for the purpose of providing
inter carrier billing services provided that such use does not violate
the Director General of Telecommunication's directive. The parties
will co operate in the barring of CLI where required under law, by the
Director-General's directive or as otherwise agreed.
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16. LIABILITY AND INDEMNITY
GENERAL PRINCIPLE
16.1 Save to the extent that another provision of this Agreement expressly
provides for (or expressly excludes or limits) a remedy, a liability or a
form of compensation in relation to an act, omission or event, this
clause shall regulate the liability (whether arising in contract,
in tort, under statute or in any other way and whether due to
negligence, willful or deliberate breach or any other cause) of
a party to each other party under and in relation to this Agreement
and in relation to any act, omission or event relating to or arising
out of this Agreement.
INSURANCE
16.2 Without limiting or reducing STW's liability and responsibility as
contained elsewhere in this Agreement, STW shall procure and maintain
the following insurance applicable to its operations with respect to
and for the duration of this Agreement:
(a) Worker's Compensation and/or Social Security Insurance and/or
Employer's Liability Insurance and/or other insurance with
statutory limits as required by the laws of Malaysia to provide
for payment to its employees employed on or in connection with
the work covered by this Agreement and/or their dependents.
(b) Comprehensive General Liability Insurance in the amount of Ringgit
Malaysia Ten Million (RM10,000,000.00) for any one claim or series
of claims arising out of an accident or occurrence in connection
with this Agreement resulting in bodily injury and/or personal
injury including death and property damage of Telekom Malaysia
which shall arise out of or in consequence of any acts or omission
of STW. Such policy shall include contractual liability.
DAMAGE TO PROPERTY
16.3 Either party ("DEFAULTING PARTY") shall indemnify and hold the other
party safe and harmless from and against all damage to or destruction
or loss of all or any property beneficially and/or absolutely owned
by the other party arising out of any act or omission of either party,
its servants or agent in so far as such damage, destruction or loss
arises out of or in the course of or by reason of the carrying out
any works for or in relation to the Interconnection or providing the
Telecommunications Services.
DEATH AND PERSONAL INJURY
16.4 Subject to Clause 16.6.3, the defaulting party shall be absolutely
liable for, and hereby indemnifies the other party from and against all
claims in respect of all injuries to, including the death of any and all
employees of the other party arising out of any act or omission of either
party, its servants or agent.
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THIRD PERSON INDEMNITY
16.5 Subject to clause 16.6.3, the defaulting party shall indemnify and
hold the other party safe and harmless from and against:
(a) all injuries to, including death of; and/or
(b) loss of or damage to property of;
third parties arising out of or in connection with or in the course of
or by reason of either party's breach or when due to any acts omission
or default of either party, its servants and/or agents in the carrying
out of any works for or in relation to the Interconnection or providing
the Telecommunications Services.
LIABILITY
16.6.1 Neither party excludes liability for death or personal injury
attributable to its own negligence or the negligence of its servants
and agents.
16.6.2 Subject to Clause 16.5, either party shall not be liable to the other
party or any other third party and shall not indemnify the other party
for any claims, proceedings or actions brought or made by a third party
against the other party howsoever arising including but not limited to:
(a) the lack of or loss or interruption or any delays to access,
interconnection transmission or otherwise; and
(b) any claims, proceedings or actions brought or made against the
other party by any person pursuant to a contractual relationship
with the other party.
16.6.3 In no event will either Carrier's liability under this Agreement exceed
in aggregate, [*] only.
EXCLUSION OF WARRANTIES
16.7 Except as expressly set out in this Agreement all representations,
conditions and warranties (whether express or implied, statutory or
otherwise) including but not limited to any implied warranty of
merchantability, implied warranty of fitness for a particular purpose,
implied warranty of non infringement and implied warranty arising out of
the course of dealing custom or usage of trade with respect to any
service provided by Telekom Malaysia are expressly negatived and
excluded. The warranties set forth in this Agreement are the only
warranties made by Telekom Malaysia and will not be enlarged or
diminished without Telekom Malaysia's approval
16.8 In no event will Telekom Malaysia be liable to STW or any other person
for loss of profits, business, use of data or special, exemplary,
indirect, incidental, consequential or punitive damages of any kind
for any reason, including, without limitation, the
_________________________________
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
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breach of this Agreement or any termination of this Agreement, whether
such liability is asserted on the basis of contract, tort (including
negligence and strict liability) or otherwise, even if Telekom Malaysia
has been advised of the possibility of such damages. The essential
purpose of this provision is to limit the potential liability of
Telekom Malaysia arising out of this Agreement.
REMEDIES FOR WARRANTIES IMPLIED BY LAW
16.9 If a party breaches any condition or warranty implied by any applicable
law rules or other regulations which cannot lawfully be excluded, to the
extent permitted by applicable law the liability of the party is limited
to:
(a) in the case of services constituting or included in a service, the
resupply of, or payment of the cost of resupplying, the service;
and
(b) in the case of goods constituting or included in a service:
(i) the replacement of the goods or the supply of equivalent
goods; or
(ii) the repair of the goods; or
(iii) the payment of the cost of replacing the goods or of
acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired, at the
election of the party.
17. COMMENCEMENT, DURATION AND CONSEQUENCES OF BREACH
17.1 This Agreement takes effect on the Commencement Date, except the
obligations to provide a service which is a Telecommunications Service
which will take effect when all the material obligations in this
Agreement have been fulfilled.
17.2 This Agreement shall remain in force until the earlier of:
(a) the termination of Telekom Malaysia's Licence where Telekom
Malaysia is not immediately granted another Licence; or
(b) the termination of STW's Licence where STW is not immediately
granted another Licence of that type; or
(c) the termination of this Agreement pursuant to CLAUSE 17.4 or 17.6.
17.3 Subject to CLAUSES 17.4 and 17.6, where either Carrier's Licence or part
thereof is terminated and such Carrier is not immediately granted
another licence of that type, the obligations under this Agreement shall
terminate insofar as it affects or relates to
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that part of the licence that has been terminated and the other
obligations under this Agreement shall remain in force.
17.4 If either party breaches a material obligation in the opinion of the
other party under this Agreement relating to, or arising out of a
service, and:
(a) after becoming aware of the breach, the affected party ("INJURED
PARTY") gives notice in writing ("BREACH NOTICE") to the party in
breach ("PARTY IN BREACH"):
(i) citing this CLAUSE 17.4; and
(ii) specifying the breach and the service in respect of which the
breach has occurred; and
(iii) requiring the Party in Breach to institute remedial action
in respect of that breach; and
(b) the Party in Breach:
(i) fails to institute remedial action in respect of the breach
within fourteen (14) days after receiving the Breach Notice;
or
(ii) having instituted remedial action in respect of the breach,
fails to remedy the breach within thirty (30) days after
receiving the Breach Notice,
the Injured Party may at its discretion,
(A) by written notice ("SUSPENSION NOTICE") given to the Party in
Breach within thirty (30) days after the expiry of the fourteen
(14) day or thirty (30) day period, as the case may be:
(1) (aa) refuse to continue to provide the party in breach. with
the service:
(i) of the kind in respect of which the breach has
occurred;
(ii) a request for which is made after the date of the
breach; and
(bb) refuse to provide any further Access Service,
Facilities, Facilities Access, Interconnect
Conditioning, Interconnect Support or Interconnection
Service, Network Capacity, Network Conditioning,
Network Facilities, Operations and Maintenance Support,
Supplementary Services, Transmission Service or any
other service support or capacity or part thereof,
whether a request for the same has been agreed to or
not by Telekom Malaysia; or
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(2) suspend the provision of any service of the kind in
respect of which the breach has occurred, until the
breach is remedied in full.
OR
(B) terminate this Agreement forthwith by notice in writing to
the Party in Breach ("TERMINATION NOTICE").
17.5 The issuance of a suspension notice shall not in any way prejudice or
prevent the Injured Party from exercising its right to issue a
termination notice under CLAUSE 17.4 provided the Injured Party has
given the Party in Breach seven (7) days notice of its intention to
terminate this Agreement if the suspension notice has been issued.
17.6 A party ("TERMINATING PARTY") may terminate this Agreement on fourteen
(14) days notice in writing if:
(a) an order is made or an effective resolution is passed for winding
up or dissolution (otherwise than for the purposes of
reconstruction or amalgamation) of the other party and the order
or resolution remains in effect for a continuous period of sixty
(60) days; or
(b) a receiver, receiver and manager, official manager, provisional
liquidator, liquidator, or like official is appointed over the
whole or a substantial part of the undertaking and property of
the other party and the appointment remains in effect for a
continuous period of sixty (60) days; or
(c) a holder of an encumbrance takes possession of the whole or any
substantial part of the undertaking and property of the other
party; or
(d) a Force Majeure, substantially and adversely affecting the ability
of a party to perform its obligations to the other party under this
Agreement, continues for a period of ninety (90) days provided that
the terminating party may not give notice under this clause unless
the terminating party has negotiated or endeavoured to negotiate
in good faith with the other party to remedy the Force Majeure and
amend the terms of this Agreement to enable this Agreement to
remain in full force and effect notwithstanding such inability to
so perform but has failed to reach any agreement within thirty (30)
days from the commencement of negotiations.
17.7 If, after the termination or expiry of this Agreement in whole or in
part:
(a) a Carrier ("NOTIFYING CARRIER") gives the Other Carrier notice
requesting the Other Carrier to carry out necessary disconnection
works and to return any equipment or facilities of the notifying
Carrier or a third person installed by or for the notifying
Carrier; and
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(b) the Other Carrier has failed to comply with the request, the
notifying Carrier may enter the premises of the Other Carrier
on reasonable notice for the purposes of carrying out any
necessary disconnection works and repossessing such equipment
and facilities. The Other Carrier on whose premises such equipment
or facilities were installed is responsible for compensating the
notifying Carrier for any such equipment or facility which is not
delivered up in good condition (fair wear and tear excepted) and
for making good all the damage to the notifying Carrier's premises,
if the equipment or facilities of the Other Carrier are in the
notifying Carrier's premises or under the notifying Carrier's care.
The Other Carrier shall indemnify the other party in respect of any
damage thereby caused to the premises, equipment and facilities of
or under the care of the notifying Carrier.
17.8 Termination or expiry of this Agreement in whole or in part does not
operate as a waiver of any breach by a party of any of its provisions
and is without prejudice to any rights, liabilities or obligations of
any party which have accrued up to the date of the termination or
expiry, including a right of indemnity.
18. REVIEW
18.1 If:
(a) the Telecommunications Act (as in force at the Commencement Date)
is amended or there is an introduction of a new law; or
(b) a condition of a party's Licence (as at the Commencement Date) is
amended or deleted or a new condition is imposed; or
(c) a lawful directive is made by the Director General of
Telecommunications,
and such amendment, deletion, new condition or directive affects the
rights or obligations of any of the parties under this Agreement, the
parties agree to negotiate in good faith such amendments to this
Agreement as are necessary or appropriate to ensure consistency between
this Agreement and the Telecommunications Act or the new law, and the
parties' respective Licences or the directive, as the case may be.
18.2 The obligation to negotiate set out in CLAUSE 18.1 commences promptly
after delivery of a notice from one party to the other party setting
out in reasonable detail the amendments sought.
18.3 For the avoidance of doubt, the provisions of this Agreement remain in
full force and effect during any negotiations conducted under this
CLAUSE 18 until commencement of an agreement replacing or amending this
Agreement.
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19. DISPUTE RESOLUTION
19.1.1 Each party shall use all reasonable endeavors to resolve any disputes
arising from, as a result of or in connection with this Agreement.
19.1.2 Subject to CLAUSE 10.13, if any dispute or difference of any kind
whatsoever shall arise between the parties in connection with or arising
out of this Agreement (whether before or after the determination
abandonment or breach of this Agreement) it shall be referred to and
settled by the ISG comprising of a representative of Telekom Malaysia
and STW and such respective representatives being headed by a person who
holds a position not lower than general manager. The ISG shall state
its decision in writing and give notice of the same to Telekom Malaysia
and STW.
19.1.3 Such decision in respect of every matter so referred to the ISG shall
be final and binding upon Telekom Malaysia and STW unless and until the
same shall be revised as hereinafter provided in an amicable settlement
or arbitral award and shall forthwith be given effect to by the parties
who shall proceed with the provision of the Interconnection Services
with all due diligence whether notice of dissatisfaction is given by
either party as hereinafter provided or not.
19.1.4 If the ISG shall fail to give such decision for a period of ninety
(90) days after being referred to the ISG or if either Telekom Malaysia
or STW be dissatisfied with any such decision of the ISG then either
Telekom Malaysia or STW may either within ninety (90) days after
receiving notice of such decision or within ninety (90) days after the
expiration of the first mentioned period of ninety (90) days (as the
case may be) give notice to the other party of his intention to commence
arbitration.
19.1.5 Any dispute in respect of which amicable settlement has not been reached
as aforesaid shall be referred to an arbitrator to be agreed upon
between the parties or failing agreement to be nominated on the
application of either party by the Director for the time being of
the Regional Centre for Arbitration in Kuala Lumpur and any such
reference shall be deemed to be a submission to arbitration within
the meaning of the Arbitration Act. No. 93 (Revised 1972) of Malaysia
or any other law amending or replacing this Act.
19.1.6 If the ISG has given a decision and given notice thereof within a period
of ninety (90) days as aforesaid and no notice of dissatisfaction
has been given either by Telekom Malaysia or STW within a period of
ninety (90) days from receipt of such notice thereof the said decision
of the ISG shall remain final and binding upon Telekom Malaysia and STW.
19.1.7 Such arbitrator shall have full power to open up review and revise any
decision, opinion, direction, certificate or valuation of the ISG and
neither party shall be limited in the proceedings before such arbitrator
to the evidence or arguments put before the ISG for the purpose of
obtaining his decision above referred to.
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19.1.8 The award of the arbitrator shall be final and binding on the parties
Provided Always that no decision given by the ISG shall disqualify any
of them from being called as a witness and giving evidence before the
arbitrator on any matter whatsoever relevant to the dispute or
difference so referred to the arbitrator as aforesaid.
19.1.9 The arbitration shall be held at the Regional Centre for Arbitration
at Kuala Lumpur using the facilities and assistance available.
19.2 Except as otherwise provided in the dispute resolution procedures in the
Manuals, a party must continue to fulfill its obligations under this
Agreement during the period of the dispute and any dispute resolution
process invoked under this CLAUSE 19.
19.3 A party must not use any information obtained from another party solely
during the course of any dispute resolution process invoked under this
clause or the dispute resolution procedures in the Manuals for any
purpose other than to resolve the dispute, by whatever means.
19.4 CLAUSE 19.1 may not be construed to preclude:
(a) the right of a party under the Telecommunications Act to seek the
Director General's involvement in the resolution of a dispute the
subject of CLAUSE 19.1; or
(b) the involvement of the Director-General of Telecommunications in
the resolution of such a dispute where that involvement is within
Director-General's functions and powers under the
Telecommunications Act.
20. INTERCONNECT STEERING GROUP
20.1 The parties will establish a body to be known as the "Interconnect
Steering Group" or ISG which will be responsible for coordinating the
activities of the Carriers, the operation of this Agreement and any
matters specifically referred to the ISG under this Agreement. The
ISO may establish such working groups as it thinks fit to report to it
on particular issues.
20.2 Telekom Malaysia and STW will be equally represented on the ISG and such
representatives shall fully represent and shall be authorised to bind
the parties in regard to decisions made by the ISG.
21. GENERAL PROVISIONS
FORCE MAJEURE
21.1 If a party is unable to perform any obligation (other than an obligation
to pay money) under this Agreement by reason of Force Majeure and that
party:
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(a) gives the other party to which the obligation is owed prompt notice
of the Force Majeure with reasonably full particulars thereof and
an estimate of the extent and duration of its inability to perform;
and
(b) shall continue to take all actions within its power to comply as
fully as possible with the said terms and conditions,
that obligation is suspended insofar as it is affected by, and during the
continuance of the Force Majeure.
21.2 If the Force Majeure continues beyond fourteen."(14) days after the
notice given under CLAUSE 21.1, the parties shall meet to discuss in
good faith a mutually satisfactory resolution to the problem.
21.3 The requirement that a Force Majeure be removed with all possible
diligence does not require the settlement of strikes, lockouts or other
labour disputes or claims or demands on unreasonable terms. If a
strike, lockout or other labour dispute or claim or demand principally
concerns any matter the subject of this Agreement, the party affected
must so notify and consult with the other party.
GOVERNING LAW
21.4 This Agreement and the transactions contemplated by it are governed
by the laws of Malaysia.
21.5 In the event of:
(a) a party seeking urgent interlocutory relief in respect of any
matter; or
(b) a party seeking relief in respect of another party failing to
comply with the dispute resolution process set out in CLAUSE 19;
or
(c) a party seeking relief in respect of a manifest error or mistake of
law of an expert committee, established by the parties pursuant to
any dispute resolution procedures of the Manuals, each party
irrevocably and unconditionally submits to the non exclusive
jurisdiction of the Courts of Malaysia for such relief.
PARTIES TO ACT IN GOOD FAITH
21.6 Each party agrees that it will act in good faith in relation to each
other party with respect to all matters relating to or contemplated
by this Agreement.
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COSTS
21.7 The parties agree to bear their own legal and other costs incurred in
relation to the preparation, negotiation and execution of this
Agreement and all documents contemplated by it (except where this
Agreement or those other documents expressly provides to the
contrary). The stamp duty in respect of this Agreement shall be
borne by STW.
RELATIONSHIP OF THE PARTIES
21.8 The relationship of the parties to this Agreement is one of
independent contractors only. Nothing in this Agreement is to be
construed as creating an agency, partnership, association, trust or
joint venture between the parties. Each party is responsible only
for its obligations as set out in this Agreement.
SURVIVING OBLIGATIONS
21.9 Termination or expiration in whole or in part of this Agreement does
not affect those clauses (including. without limitation, CLAUSES 14,
15, 16, 17.7, 17.8 AND 19) which by their nature survive termination
or expiry.
RELATIONSHIP WITH THIRD PERSONS
21.10 Neither a party nor any of its employees, agents, representatives or
contractors is to be deemed an employee, agent, contractor or
representative of another party which is not a related body corporate
of the first mentioned party.
21.11 Subject to this Agreement, no party has any authority to bind or
oblige or incur any liability on behalf of another party and no such
authority is to be implied.
21.12 CLAUSES 21.10 AND 21.11 have neither the effect nor imply:
(a) that a party or any of its employees, agents, representatives
or contractors is the employee agent contractor or representative
of another party, or
(b) that a party has the authority to bind or oblige or incur a
liability on behalf of another party.
21.13 The Interconnecting Carrier may advise its customers that certain
services are provided by the Access Carrier, but the Interconnecting
Carrier must not represent that the Access Carrier jointly
participates in the Interconnecting Carrier's services.
VARIATION
21.14 (a) Subject to paragraphs (b) and (c) a variation of any part of this
Agreement is valid if, and only if, made between and in writing
subscribed by the parties.
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(b) Insofar as this Agreement sets forth the terms and conditions
(including without limitation terms and conditions about charges)
upon which each of the Carriers agrees to
(i) interconnect its Network to the Network Facilities of the
Other Carrier, and
(ii) supply requested Telecommunications Services to the Other
Carrier, and
(iii) make available to the Other Carrier services facilities and
information specified in the supplementary access
conditions to which their relevant respective Licences are
subject,
a variation of those terms and conditions and of any part of this
Agreement relating thereto is valid if made between and in
writing subscribed by the Carriers provided it is in accordance
with any applicable determination by the Director General of
Telecommunications.
(c) In this Agreement, a reference to this Agreement includes a
reference to. this Agreement as varied from time to time by
variations of the kinds referred to in paragraphs (a) and (b).
(d) In the foregoing provisions of this clause 21.14 a reference to a
variation includes a reference to an addition deletion amendment
modification alteration or other variation.
ASSIGNMENT
21.15 No rights, benefits or obligations under this Agreement may be
assigned by a party without the prior written consent of the other
party.
REMEDIES CUMULATIVE
21.16 Subject to any clause or provision of this Agreement which provides
for a remedy or form of compensation to the exclusion of any other
remedy or form of compensation, the rights, powers and remedies
provided in this Agreement are:
(a) cumulative; and
(b) not exclusive of the rights, powers or remedies provided by law
independent of this Agreement.
NOTICES
21.17 A notice, approval, consent, request or other communication in
connection with this Agreement.
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(a) must be in writing; and
(b) must be left at the address of the addressee, or sent by prepaid
ordinary post to the address of the addressee or sent by
facsimile (to be followed by post) to the facsimile number of the
addressee which is set out below or if the addressee notifies
another address or facsimile number then to that address or
facsimile number.
The address and facsimile number of each party is:
TELEKOM MALAYSIA:
Attention: Vice President, Corporate Strategy
Address: Ibu Pejabat Telekom Malaysia, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: 03 232 1100
STW:
Attention: Chief Financier Officer
Address: Wisma ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: 03 2735955
21.18 A notice, approval, consent, request or other communication takes
effect from the time it is received unless a later time is specified
in it.
21.19 A notice, approval, consent, request or other communication is, in the
absence of contrary evidence, deemed to be received:
(a) in the case of a posted letter, on the third day after posting;
and
(b) in the case of a facsimile, on production of a transmission
report by the machine from which the facsimile was sent which
indicated that the facsimile was sent in its entirety to the
facsimile number of the recipient; and
(c) in the case of a communication left at the address of the
addressee, at the time the communication was so left.
WAIVER
21.20 A provision of or right under this Agreement may not be waived except
in writing signed by the party or parties to be bound.
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ENTIRE AGREEMENT
21.21 This Agreement, any agreement arising under CLAUSE 2.8 and the
Schedules and Manuals constitute the entire agreement of the parties
regarding the subject matter of this agreement.
SEVERABILITY
21.22 The whole or any part of any clause in this Agreement that is illegal
or unenforceable:
(a) will be:
(1) read down to the extent necessary so that it is legal and
enforceable; or
(2) severed (if it cannot be read down in accordance with
paragraph (1)); and
(b) will not affect the continued operation of the remaining
provisions of this Agreement.
INCONSISTENCIES
21.23 In the event of any inconsistency between this Agreement and the
Manuals the terms of this Agreement shall prevail.
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SIGNED by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. Daud )
as authorised representative for TELEKOM )
MALAYSIA BERHAD in the presence of: )
)
)
/s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ )
------------------------------------- )
Signature of Witness )
)
)
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ )
------------------------------------- )
Name of witness (block letters) ) /s/ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. Daud
) ---------------------------------
) By executing this Agreement the
0815712 ) signatory warrants that the signatory
------------------------------------- ) is duly authorised to execute this
NRIC No. of witness ) Agreement on behalf of TELEKOM
) MALAYSIA BERHAD (Company No. 128740P)
)
Chief Network Implementation )
------------------------------------- )
Occupation of witness )
SIGNED by HJ. ▇▇▇▇▇▇ ▇. HJ. ▇▇▇▇▇ )
as authorised representative for )
SYARIKAT TELEFON WIRELESS (M) SDN )
BHD in the presence of )
)
)
)
)
)
)
/s/ HJ. ▇▇▇▇▇ ▇. Man )
------------------------------------- )
Signature of Witness )
)
)
HJ. ▇▇▇▇▇ ▇. Man )
------------------------------------- )
Name of witness )
) /s/ HJ. ▇▇▇▇▇▇ ▇. HJ. Lazim
) ---------------------------------
530614-02-5009 ) By executing this Agreement the
------------------------------------- ) signatory warrants that the signatory
NRIC No. of witness ) is duly authorised to execute this
) Agreement on behalf of
) SYARIKAT TELEFON WIRELESS (M) SDN BHD
Managing Director ) (Company No. 257906 T)
------------------------------------- )
Occupation of witness )
)
CONFIDENTIAL TREATMENT REQUESTED
45
SCHEDULE 1
CHARGES AND CHARGING PRINCIPLES
1. CHARGING PRINCIPLES
1.1 That, in respect of Access Charges, the principles of revenue sharing will
be adopted such that the end to end customer tariff will be
apportioned between Carriers on the basis of point of call handover in
the manner detailed in this Schedule. As a result of Access Charges
being generally based on a share of the customer tariff, revenue
apportionment is on Successful Call basis save as expressly stated in
this Agreement.
1.2 The parties agree that a revenue sharing arrangement promotes
investment in the local access network, and new service rollout, which
is consistent with Malaysia's National Telecommunications Policy and
its challenging penetration targets and automatically builds in a
contribution to Telekom Malaysia's access deficit which results from
the current distorted PSTN tariff structure.
1.3 The agreed revenue shares in this Schedule are based on the gazetted
PSTN tariffs and the Telephone Areas and not the actual call charge
levied on a customer by STW or Telekom Malaysia. Any discount from
the PSTN tariff given to STW customer for a call from STW Network to
Telekom Malaysia's Network, unless agreed in writing beforehand by
Telekom Malaysia, shall be borne by STW from its share of the
retention. Any discount from the gazetted PSTN tariff given to
Telekom Malaysia's customer for a call from Telekom Malaysia's Network
to the STW Network, unless agreed in writing before hand by STW, shall
be borne by Telekoni Malaysia from its share of the retention.
1.4 (a) The rates detailed in this Schedule are fixed for a two (2) year
period from the Commencement Date when a review of these Access
Charges will take place. Failing reaching agreement on any revised
rates the current charges shall continue to apply.
(b) The parties agree to adjust the payments upon reaching an
agreement on the revised rates. If the amounts paid to date for
the period pending agreement ("said Period") are higher than the
amounts payable under the revised rates then the other party will
credit such difference (free of interest) within fourteen (14)
Business Days from the date of agreement to the invoiced party.
If the amounts paid to date for the said Period are less than the
amounts payable under the revised rates then the invoiced party
will pay in full such difference (free of interest) within
fourteen (14) Business Days from the date of agreement to the
other party.
1.5 For a [*] year period from the Commencement Date, STW will route all of
its international Interconnect Traffic through Telekom Malaysia.
-------------------
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
46
NOTES TO TABLE 1
1. The following words have these meanings in the Notes to Table 1 unless
the contrary intention appears:
"BAND" refers the different bands of Effective Trunk Calls set out in
tables of the Schedule to Telephone Regulations 1996. The applicable
band is determined by reference to the radial distance between area
and district charge points and as otherwise described in the said
Regulation. Band A is the band with the lowest radial distance, Band
B is the band with the second lowest radial distance and so forth.
"EFFECTIVE NATIONAL CALL" has the meaning given to it in section 2 of
the Telephone Regulations 1996.
"INTERSTATE CALLS" means those Successful Calls which originate from a
PSTN Number and terminate on a PSTN Number located in another State.
"INTRASTATE CALLS" means those Successful Calls which originate from a
PSTN Number and terminate on a PSTN Number located within a State.
"EFFECTIVE LOCAL CALL" has the meaning given to it in Section 2 of the
Telephone Regulations 1996.
"TRANSIT CALLS" are calls bound for other Networks where Telekom
Malaysia provides transit and must pay the terminating carrier for
call termination.
2. The applicable interconnect charge (revenue shares) for calls between
PSTN Numbers between the parties to this Agreement are to be
determined in relation to:
(a) the location of the PSTN Number where the call originated from
and the location of the PSTN Number where the call should have
terminated (that is, "end to end" billing); and
(b) the location of the POI where the Interconnecting Carrier hands
over the call to the Access Carrier.
3. The call charges to be apportioned between the parties are as set in
the Telephone Regulations 1996. If such Regulations are amended such
that the call charges in the said Regulations become maximum call
charges then the maximum call charges shall be used for the
calculation of the applicable revenue share except as otherwise agreed
in writing between the parties.
4. For the purposes of clarification the revenue shares in the tables
shall apply irrespective of whether the applicable trunk fees are for
the full rate period or reduced rate period as defined in section
10(2) of the Telephone Regulations 1996.
CONFIDENTIAL TREATMENT REQUESTED
47
5. In cases where the call charges in the Telephone Regulations 1996 are
calculated on a per call basis and not on a timed basis the revenue
shares will also be calculated on a per call basis.
6. The call charges in the Telephone Regulations 1996 are subject to
review. Any amendment to the said Regulations will be immediately
effective upon notification in the gazette of the effective date.
7. Nothing in this Schedule shall be construed to give a Carrier the
benefit or partial benefit of free allowance of call units provided by
the Other Carrier to its customers in accordance with clause 4 of the
Schedule (or such other clause as amended in order to reflect the
same) to the Telephone Regulations 1996.
CONFIDENTIAL TREATMENT REQUESTED
48
NOTES TO TABLES 2 AND 3
1. The following words have these meanings in the Notes to Tables 2 and 3
unless the contrary intention appears:
"ATUR EXCHANGE AREA" has the meaning given to it in section 2 of the
Telecommunications (Automatic Telephone Using Radio Services)
Regulations 1986, as amended.
2. The applicable interconnect charge (revenue shares) for Successful
Calls between ATUR Numbers and STW's PSTN Numbers are to be determined
in relation to:
(a) the location of the PSTN Number where the call originated and
registered location of the ATUR Number where the call should have
terminated (that is, "end to end" billing); or
(b) the actual location of the ATUR Number where the call originated
and the location of the PSTN Number where the call should have
terminated (that is, "end to end" billing); and
(c) the location of the POI where the Interconnecting Carrier hands
over the call to the Access Carrier.
3. For calls between ATUR Numbers and STW's PSTN Numbers, the call
charges to be apportioned are set in the Telecommunications (Automatic
Telephone Using Radio Services) Regulations 1986, as amended. If
these Regulations are amended such that the call charges in the said
Regulations become maximum call charges then the maximum call charges
shall be used for the calculation of the applicable revenue share
except as otherwise agreed in writing between the parties.
4. For the purposes of clarification the revenue shares in the tables
shall apply irrespective of whether the applicable trunk fees are for
the "full rate" period or "reduced rate" period as defined in section
2 of the Telecommunications (Automatic Telephone Using Radio Services)
Regulations 1986, as amended.
5. The call charges in the Telecommunications (Automatic Telephone Using
Radio Services) Regulations 1986, as amended, are subject to review.
Any amendment to the said Regulations will be immediately effective
upon notification in the gazette of the effective date.
CONFIDENTIAL TREATMENT REQUESTED
49
SCHEDULE 2
DIRECTORY ASSISTANCE SERVICES
1.1 The charge for each Directory Assistance Service Call shall be [*]
per Successful Call. For the purposes of this Schedule, a Successful
Call in respect of a Directory Assistance Service Call, is a maximum
of [*] directory enquiries by caller on the STW's Network.
1.2 Notwithstanding anything to the contrary in this Agreement the above
mentioned charges in item 1.1 will be subject to an increase of [*]
per annum.
__________________
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
50
SCHEDULE 3
SPECIAL SERVICES
1. OPERATOR ASSISTANCE SERVICES
1.1 Telekom Malaysia agrees to provide the following Operator Assistance
Services for STW:
(a) '101' Telephonist assisted trunk calls;
(b) '104' Telegram Service;
(c) '108' Telephonist assisted international calls;
(d) '1062' Calls to Ships; and
(e) such other operator services agreed in writing between the
parties.
1.2 The charge for such services will be [*] per Communication
Attempt (except [*] calls which shall be [*] per Communications
Attempt) in addition to the gazetted Telekom Malaysia rates for
operator assisted calls.
1.3 Notwithstanding anything to the contrary in this Agreement the above
mentioned charges in item 1.2 will be subject to an increase of [*]
per annum.
1.4 Telekom Malaysia will provide Operator Assistance Services for STW to
the same QOS standard it treats Call Communications of a similar
nature within its own Network.
1.5 STW agrees that consistent with the provision of Operator Assistance
Services to it by Telekom Malaysia, all '108' Telephonist assisted
international calls originating from PSTN Number on STW's Network
shall be routed by the international Network of Telekom Malaysia.
1.6 STW agrees that it will route calls with the dial codes of '100',
'102' and '1061' which originate from PSTN Numbers on its Network to
its own fault reporting centre or customer service centre number as
appropriate and will handle fault reporting and customer services.
Each Carrier will charge [*] per Communications Attempt for calls
transferred from STW fault reporting centre or customer service centre
to Telekom Malaysia's fault reporting centre or customer service
centre.
2. EMERGENCY SERVICE CALLS
2.1 Upon receiving Emergency Service Calls delivered by STW to Telekom
Malaysia's Gateway, Telekom Malaysia will route the calls directly or
via a Telekom Malaysia operator to the appropriate emergency service
through its Network.
__________________
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
51
2.2 While Telekom Malaysia will attempt to route the calls directly to the
appropriate emergency service in areas where such emergency services
have established their own centres for handling Emergency Service
Calls, STW acknowledges that due to certain technical limitations,
some Emergency Service Calls will be routed via a Telekom Malaysia
operator to such centres notwithstanding that the Emergency Service
Call originated from a PSTN Number that may be located in an area
served by such a centre.
2.3 STW shall pay Telekom Malaysia [*] per each Emergency Service Call
which is routed to a Telekom Malaysia Operator and [*] per each
Emergency Call which is directly routed to an emergency services
centre respectively.
2.4 Notwithstanding anything to the contrary in this Agreement the charges
in item 2.3 will be subject to an increase of [*] percent per annum.
2.5 Telekom Malaysia will provide Emergency Service Calls for STW to the
same QOS standard it treats Call Communications of a similar nature
within its own Network
2.6 Telekom Malaysia excludes all liability to STW and/or any other party
which may directly or indirectly arise out of or in connection with
the provision of the emergency service or Interconnection of Emergency
Service Calls whether arising in contract, tort, by statute or
otherwise. This exclusion and limitation of liability is in addition
to the exclusions and limitations of Telekom Malaysia's liability
under clause 16 of this Agreement.
3. REVERSE CHARGE CALLS
3.1 As requested by STW, Telekom Malaysia is not to provide STW and its
customers with Reverse Charge Call service.
4. TOLL FREE NUMBER CALLS
4.1 A call made to a Toll Free Number will, as between the parties, be
treated:
(a) where the Call is made from a STW PSTN Number to a Toll Free
Number on the Telekom Malaysia Network, as if the Call
Communication originated on the Network of Telekom Malaysia; and
(b) where the Call is made from a Telekom Malaysia PSTN Number or
ATUR Number to a Toll Free Number on the STW Network, as if the
Call Communication originated on the Network of STW.
4.2 For calls from PSTN Numbers to the Other Carrier's Toll Free Numbers
the parties agree that the Local Call charge which is levied on the
PSTN Number which actually originated the call to the Toll Free Number
shall be retained by the Interconnecting
__________________
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
52
Carrier while the other revenues generated by the call shall be
retained by the Access Carrier. In the event that the Local Call
charge for calls to the Toll Free Numbers is reduced, the Carriers
agree to negotiate an appropriate revenue share for the
Interconnecting Carrier.
4.3 For calls from ATUR Numbers to STW's Toll Free Numbers Telekom
Malaysia shall be entitled to charge its customers the applicable
gazetted tariff for directly dialled calls (within an ATUR exchange
area) in accordance with the Telecommunications (Automatic Telephone
Using Radio Services) Regulations 1986. This airtime revenue shall be
shared between the parties on the basis of [*] for Telekom Malaysia
and [*] for STW.
4.4 All calls to Toll Free Numbers of the Other Carrier shall be handed
over on a Near end Handover basis.
5. CALLING CARD CALLS
5.1 A Carrier shall be entitled to invoice the calling card account holder
for any originating calls from the Other Carrier's number using the
Carrier's calling card as the caller is the Carrier's customer.
5.2 For calling card calls from the Other Carrier's PSTN Numbers the
Carriers agree to share only the Call charge which is levied on the
PSTN Number which originated the call to the dial code or dial code
and number by which the Carrier's calling card service may be
accessed. At the date of signing of this agreement the dial code for
Telekom Malaysia's calling card is "1092".
5.3 All calls to the dial code or dial code and number by which the
Carrier's calling card service may be accessed shall be handed over on
a Near end Handover basis.
6. INFORMATION SERVICES CALLS
STANDARD RATE SERVICE CALLS
6.1 Telekom Malaysia agrees to provide access to the following Information
Services for customers of STW:
(a) '1051' Time Announcement;
(b) '1052' Weather (Kuala Lumpur and Petaling Jaya only);
(c) '1055' Time announcement for breaking fast; and
(d) such other information services agreed in writing between the
parties.
6.2 The charge to STW for calls to such services will be the gazetted rate
for Local Calls.
__________________
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
53
PREMIUM RATE SERVICE CALLS
6.3 The Carriers hereby agree that reciprocal access will not be provided
for each other's customers to the information services which utilise
the '600' numbering range on each Carrier's Network unless otherwise
agreed in writing between the Carriers.
CONFIDENTIAL TREATMENT REQUESTED
54
SCHEDULE 4
TELEPHONE AREAS
CONFIDENTIAL TREATMENT REQUESTED
TABLE 1: INTERCONNECTION (REVENUE SHARING) CHARGES FOR CALLS
BETWEEN PSTN NUMBERS - STW
------------------------------------------------------------------------------------------------------------------------------
TYPE OF ARRANGEMENT Call Category
------------------------------------------------------------------------------------------------------------------------------
Local Call Band A Band B Band C Band D
Orig:Term Orig:Term Orig:Term Orig:Term Orig:Term
------------------------------------------------------------------------------------------------------------------------------
A. INTRASTATE CALLS
------------------------------------------------------------------------------------------------------------------------------
A.1 Intrastate Calls handed by Interconnecting [*] [*] [*] [*] not
Carrier to the Access Carrier at POI applicable
located within the State
------------------------------------------------------------------------------------------------------------------------------
A.2 Intrastate Calls handed by Interconnecting
Carrier to the Access Carrier at a POI
located outside the State where:
------------------------------------------------------------------------------------------------------------------------------
(a) the POI is designated by the [*] [*] [*] [*] not
Interconnecting Carrier; or, applicable
------------------------------------------------------------------------------------------------------------------------------
(b) the POI is designated by the Access Carrier [*] [*] [*] [*] not
applicable
------------------------------------------------------------------------------------------------------------------------------
B. INTERSTATE CALLS
------------------------------------------------------------------------------------------------------------------------------
B.1 Interstate Calls handed by the Interconnecting [*] [*] [*] [*] [*]
Carrier to the Access Carrier at a POI within
the State where the call originates
------------------------------------------------------------------------------------------------------------------------------
B.2 Interstate Calls handed by the Interconnecting [*]
Carrier to the Access Carrier at a POI which is
not located either within the state where the
Interstate call originated or the state where
the Interstate Calls will terminate where:
------------------------------------------------------------------------------------------------------------------------------
(a) the POI is designated by the Interconnecting [*] [*] [*] [*] [*]
Carrier; or
------------------------------------------------------------------------------------------------------------------------------
(b) the POI is designated by the Access Carrier. [*] [*] [*] [*] [*]
------------------------------------------------------------------------------------------------------------------------------
B.3 Interstate Calls handed by the Interconnecting [*] [*] [*] [*] [*]
Carrier to the Access Carrier at POI located
within the State where the Interstate Calls
will terminate.
------------------------------------------------------------------------------------------------------------------------------
Note: "Orig' refers to the revenue share retained by the Interconnecting
Carrier originating the call and "Term' refers to the revenue share retained
by the Access Carrier for terminating the call
----------------
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
TABLE 2: INTERCONNECT CHARGES (REVENUES SHARES) FOR DIRECT DIALLED CALLS
BETWEEN ATUR NUMBERS AND STW'S PSTN NUMBERS
-------------------------------------------------------------------------------------------------
DIRECT DIALLED CALLS Within same ATUR Between Adjacent Between Non Adjacent
exchange area ATUR exchange area ATUR exchange areas
-------------------------------------------------------------------------------------------------
Orig:Term Orig:Term Orig:Term
-------------------------------------------------------------------------------------------------
Near end Handover [*] [*] [*]
Far end Handover [*] [*] [*]
-------------------------------------------------------------------------------------------------
Note: "Orig' refers to the revenue share retained by the Interconnecting
Carrier for originating the call and "Term' refers to the revenue share
retained by the Access Carrier for terminating the call.
-----
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
CALLS TO SINGAPORE
Interconnect Charges
------------------------------------------------------------------------------
STW ORIGINATE
TYPE OF ARRANGEMENT Charge Band
------------------------------------------------------------------------------
STW RETENTION
------------------------------------------------------------------------------
Rev. Share
Percentage
------------------------------------------------------------------------------
TYPE I - FAR END HAND OVER Peninsular Malaysia [*]
(FEH)
------------------------------------------------------------------------------
Sagah, Sarawak & FT Labuan [*]
------------------------------------------------------------------------------
TYPE II - NEAR END HAND OVER Peninsular Malaysia [*]
(NEH)
------------------------------------------------------------------------------
Sabah, Sarawak & FT Labuan [*]
------------------------------------------------------------------------------
TYPE I AND TYPE II Johor Bahru Charge District [*]
(PSTN CODE 07)
------------------------------------------------------------------------------
Note:
i) [*]
ii) Telekom Malaysia shall pay STW [*] per minute for Standard Rate call
and [*] per minute for Reduced Rate call for calls originating in
Singapore and terminating elsewhere in Malaysia.
Payment to STW will be made only when TELEKOM MALAYSIA has received
inpayment from Singapore.
------------------
*Confidential portion has been omitted and filed separately with the Commission.
CONFIDENTIAL TREATMENT REQUESTED
DOMESTIC TRANSIT CALL
Interconnect Charges
STW calls transitting Telekom Malaysia's network (where STW is the originator
and the terminator).
A) INTRASTATE CALLS (SIMPLE TRANSIT)
-------------------------------------------------------------------------------
Charge Band STW Retention Payment to TM
-------------------------------------------------------------------------------
Rev. Share Rev. Share
Percentage Percentage
-------------------------------------------------------------------------------
Local Call [*] [*]
-------------------------------------------------------------------------------
Band A [*] [*]
-------------------------------------------------------------------------------
Band B [*] [*]
-------------------------------------------------------------------------------
Band C [*] [*]
-------------------------------------------------------------------------------
B) INTERSTATE CALLS (TRUNK TRANSIT)
-------------------------------------------------------------------------------
Charge Band STW Retention Payment to TM
-------------------------------------------------------------------------------
Rev. Share Rev. Share
Percentage Percentage
-------------------------------------------------------------------------------
Local Call [*] [*]
-------------------------------------------------------------------------------
Band A [*] [*]
-------------------------------------------------------------------------------
Band B [*] [*]
-------------------------------------------------------------------------------
Band C [*] [*]
-------------------------------------------------------------------------------
Band D [*] [*]
-------------------------------------------------------------------------------
----------------------------
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
DOMESTIC TRANSIT CALL
Interconnect Charges
1) FIXED NETWORK TO FIXED NETWORK TRANSIT+
(where traffic originated from STW terminated into another network and
vice versa)
A) INTRASTATE CALLS (SIMPLE TRANSIT)
-------------------------------------------------------------------------------
Charge Band STW ORIGINATE STW TERMINATE
-------------------------------------------------------------------------------
STW Retention Payment to STW
-------------------------------------------------------------------------------
Rev. Share Rev. Share
Percentage Percentage
-------------------------------------------------------------------------------
Local Call [*] [*]
-------------------------------------------------------------------------------
Band A [*] [*]
-------------------------------------------------------------------------------
Band B [*] [*]
-------------------------------------------------------------------------------
Band C [*] [*]
-------------------------------------------------------------------------------
B) INTRASTATE CALLS (TRUNK TRANSIT)
-------------------------------------------------------------------------------
Charge Band STW ORIGINATE STW TERMINATE
-------------------------------------------------------------------------------
STW Retention Payment to STW
-------------------------------------------------------------------------------
Rev. Share Rev. Share
Percentage Percentage
-------------------------------------------------------------------------------
Local Call [*] [*]
-------------------------------------------------------------------------------
Band A [*] [*]
-------------------------------------------------------------------------------
Band B [*] [*]
-------------------------------------------------------------------------------
Band C [*] [*]
-------------------------------------------------------------------------------
Band D [*] [*]
-------------------------------------------------------------------------------
2) STW TO MOBILE NETWORK TRANSIT (INCLUDING TRUNK TRANSIT)++
-------------------------------------------------------------------------------
STW (FIXED) ORIGINATE STW (FIXED)
Charge Band TERMINATE
-------------------------------------------------------------------------------
STW Retention Payment to STW
-------------------------------------------------------------------------------
Rev. Share Rev. Share
Percentage Percentage
-------------------------------------------------------------------------------
Within the [*] [*]
same ATUR Exchange area
-------------------------------------------------------------------------------
Between [*] [*]
Adjacent ATUR Exchange area
-------------------------------------------------------------------------------
Between [*] [*]
Non Adjacent ATUR Exchange area
-------------------------------------------------------------------------------
+ Where the Telephone Regulations (as ammended) apply.
++ Were the Telecommunications (Automatic Telephone using Radio Services)
Regulation 1966 apply.
--------------------------
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
1. TELEKOM MALAYSIA/SYARIKAT TELEFON WIRELESS INTERNATIONAL CALLS
REVENUE APPORTIONMENT
Existing IDD Rate STW Share
Country
Standard Reduced Standard Reduced
(RM/MIN) (RM/MIN)
1 Netherlands [*] [*] [*]% [*]%
2 Thailand [*] [*] [*]% [*]%
3 Thailand South [*] [*] [*]% [*]%
4 Canada [*] [*] [*]% [*]%
5 France [*] [*] [*]% [*]%
6 Italy [*] [*] [*]% [*]%
7 Japan [*] [*] [*]% [*]%
8 Alaska [*] [*] [*]% [*]%
9 Australia [*] [*] [*]% [*]%
10 Brunei [*] [*] [*]% [*]%
11 Cyprus [*] [*] [*]% [*]%
12 Gambia [*] [*] [*]% [*]%
13 Germany [*] [*] [*]% [*]%
14 Iran [*] [*] [*]% [*]%
15 Ireland [*] [*] [*]% [*]%
16 Kyrgyzstan [*] [*] [*]% [*]%
17 Liechtenstein [*] [*] [*]% [*]%
18 Lithuania [*] [*] [*]% [*]%
19 Madeira [*] [*] [*]% [*]%
20 Monaco [*] [*] [*]% [*]%
21 Nigeria [*] [*] [*]% [*]%
22 Niue Island [*] [*] [*]% [*]%
23 Phillipines [*] [*] [*]% [*]%
24 Portugal [*] [*] [*]% [*]%
25 Puerto Rico [*] [*] [*]% [*]%
26 Slovak Rep [*] [*] [*]% [*]%
27 Slovenia [*] [*] [*]% [*]%
28 South Africa [*] [*] [*]% [*]%
29 South Korea [*] [*] [*]% [*]%
30 Swaziland [*] [*] [*]% [*]%
31 Sweden [*] [*] [*]% [*]%
32 Taiwan [*] [*] [*]% [*]%
33 Tajikistan [*] [*] [*]% [*]%
34 Turkey [*] [*] [*]% [*]%
35 United Kingdom [*] [*] [*]% [*]%
36 USA [*] [*] [*]% [*]%
37 Venezuela [*] [*] [*]% [*]%
38 Zambia [*] [*] [*]% [*]%
39 Jordan [*] [*] [*]% [*]%
40 Algeria [*] [*] [*]% [*]%
41 Andorra [*] [*] [*]% [*]%
42 Antigua [*] [*] [*]% [*]%
43 Armenia [*] [*] [*]% [*]%
44 Azores [*] [*] [*]% [*]%
-----------------------
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
Existing IDD Rate STW share
Country
Standard Reduced Standard Reduced
(RM/MIN) (RM/MIN)
45 Bahamas [*] [*] [*]% [*]%
46 Bahrain [*] [*] [*]% [*]%
47 Barbados [*] [*] [*]% [*]%
48 Belarus [*] [*] [*]% [*]%
49 Belgium [*] [*] [*]% [*]%
50 Benin [*] [*] [*]% [*]%
51 Bermuda [*] [*] [*]% [*]%
52 Bhutan [*] [*] [*]% [*]%
53 Bolivia [*] [*] [*]% [*]%
54 Bosnia [*] [*] [*]% [*]%
55 Botswana [*] [*] [*]% [*]%
56 Christmas Is. [*] [*] [*]% [*]%
57 Cocos Is. [*] [*] [*]% [*]%
58 Colombia [*] [*] [*]% [*]%
59 Comores [*] [*] [*]% [*]%
60 Costa Rica [*] [*] [*]% [*]%
61 Crotia [*] [*] [*]% [*]%
62 ▇ ▇▇▇▇▇▇ [*] [*] [*]% [*]%
63 Denmark [*] [*] [*]% [*]%
64 Dom Rep [*] [*] [*]% [*]%
65 Falkland Is. [*] [*] [*]% [*]%
66 Finland [*] [*] [*]% [*]%
67 Gibraltar [*] [*] [*]% [*]%
68 Greenland [*] [*] [*]% [*]%
69 Grenada [*] [*] [*]% [*]%
70 Guadeloupe [*] [*] [*]% [*]%
71 Guam [*] [*] [*]% [*]%
72 Guyana [*] [*] [*]% [*]%
73 Hawaii [*] [*] [*]% [*]%
74 Hong Kong [*] [*] [*]% [*]%
75 Hungary [*] [*] [*]% [*]%
76 Iceland [*] [*] [*]% [*]%
77 India [*] [*] [*]% [*]%
78 Indonesia [*] [*] [*]% [*]%
79 Jamaica [*] [*] [*]% [*]%
80 Kenya [*] [*] [*]% [*]%
81 Kiribati [*] [*] [*]% [*]%
82 Korea Pdr [*] [*] [*]% [*]%
83 Lesotho [*] [*] [*]% [*]%
84 Macao [*] [*] [*]% [*]%
85 Malawi [*] [*] [*]% [*]%
86 Maldive Is. [*] [*] [*]% [*]%
87 Mauritania [*] [*] [*]% [*]%
88 Mauritius [*] [*] [*]% [*]%
89 Nakhoda Rep [*] [*] [*]% [*]%
90 Nepal [*] [*] [*]% [*]%
-------------------------------
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
Existing IDD Rate STW Share
Country
--------- ---------------------- --------------
Standard Reduced Standard Reduced
(RM/MIN) (RM/MIN)
---------- ----------- --------- --------
91 New Zealand [*] [*] [*]% [*]%
92 Norway [*] [*] [*]% [*]%
93 Oman [*] [*] [*]% [*]%
94 Panama [*] [*] [*]% [*]%
95 Peru [*] [*] [*]% [*]%
96 P.N. Guinea [*] [*] [*]% [*]%
97 Qatar [*] [*] [*]% [*]%
98 Reunion Is. [*] [*] [*]% [*]%
99 Seycelles [*] [*] [*]% [*]%
100 Sri Lanka [*] [*] [*]% [*]%
101 Sudan [*] [*] [*]% [*]%
102 Switzerland [*] [*] [*]% [*]%
103 Tanzania [*] [*] [*]% [*]%
104 Tonga [*] [*] [*]% [*]%
105 Trinidad & Tobag [*] [*] [*]% [*]%
106 Uae [*] [*] [*]% [*]%
107 Uganda [*] [*] [*]% [*]%
108 Vanuatu [*] [*] [*]% [*]%
109 Vatican City [*] [*] [*]% [*]%
110 Yugoslavia [*] [*] [*]% [*]%
111 Zimbabwe [*] [*] [*]% [*]%
112 American Samoa [*] [*] [*]% [*]%
113 Angola [*] [*] [*]% [*]%
114 Argentina [*] [*] [*]% [*]%
115 Aruba [*] [*] [*]% [*]%
116 Ascension Is. [*] [*] [*]% [*]%
117 Austria [*] [*] [*]% [*]%
118 Azerbaijan [*] [*] [*]% [*]%
119 Bangladesh [*] [*] [*]% [*]%
120 Belize [*] [*] [*]% [*]%
121 Brazil [*] [*] [*]% [*]%
122 Bulgaria [*] [*] [*]% [*]%
123 Burkina Faso [*] [*] [*]% [*]%
124 Burundi [*] [*] [*]% [*]%
125 Canary Is. [*] [*] [*]% [*]%
126 Cape Verde [*] [*] [*]% [*]%
127 Cayman Is. [*] [*] [*]% [*]%
128 Chad [*] [*] [*]% [*]%
129 Chile [*] [*] [*]% [*]%
130 China [*] [*] [*]% [*]%
131 Combellga [*] [*] [*]% [*]%
132 Congo [*] [*] [*]% [*]%
133 Cook Is. [*] [*] [*]% [*]%
134 Cuba [*] [*] [*]% [*]%
135 Czech Rep [*] [*] [*]% [*]%
-----------------------------------
* Confidential portion has been omitted and filed separately with
the Commission.
99
CONFIDENTIAL TREATMENT REQUESTED
COUNTRY EXISTING IDD RATE STW SHARE
---------------------------------------- -------------------- ---------------------
STANDARD REDUCED
(RM/MIN) (RM/MIN) STANDARD REDUCED
---------------------------------------- --------- --------- ---------- ---------
136 Djibouti [*] [*] [*]% [*]%
137 Dominican Is. [*] [*] [*]% [*]%
138 Ecuador [*] [*] [*]% [*]%
139 Egypt [*] [*] [*]% [*]%
140 El Salvador [*] [*] [*]% [*]%
141 Equ. Guinea [*] [*] [*]% [*]%
142 Eritrea [*] [*] [*]% [*]%
143 Estonia [*] [*] [*]% [*]%
144 Ethiopia [*] [*] [*]% [*]%
145 F Guiana [*] [*] [*]% [*]%
146 Faroe Is. [*] [*] [*]% [*]%
147 Gabon [*] [*] [*]% [*]%
148 Georgia [*] [*] [*]% [*]%
149 Ghana [*] [*] [*]% [*]%
150 Greece [*] [*] [*]% [*]%
151 Haiti [*] [*] [*]% [*]%
152 Honduras [*] [*] [*]% [*]%
153 Iraq [*] [*] [*]% [*]%
154 Israel [*] [*] [*]% [*]%
155 Ivory Coast [*] [*] [*]% [*]%
156 Kazakhstan [*] [*] [*]% [*]%
157 Kuwait [*] [*] [*]% [*]%
158 Laos [*] [*] [*]% [*]%
159 Latvia [*] [*] [*]% [*]%
160 Lebanon [*] [*] [*]% [*]%
161 Libya [*] [*] [*]% [*]%
162 Luxembourg [*] [*] [*]% [*]%
163 Macedonia [*] [*] [*]% [*]%
164 Maldova [*] [*] [*]% [*]%
165 Mali [*] [*] [*]% [*]%
166 Malta [*] [*] [*]% [*]%
167 ▇▇▇▇▇▇▇▇ Is. [*] [*] [*]% [*]%
168 Martinque [*] [*] [*]% [*]%
169 Mayotte [*] [*] [*]% [*]%
170 Mexico [*] [*] [*]% [*]%
171 Micronesia [*] [*] [*]% [*]%
172 Mongolia [*] [*] [*]% [*]%
173 Morocco [*] [*] [*]% [*]%
174 Myanmar [*] [*] [*]% [*]%
175 Namibia [*] [*] [*]% [*]%
176 Nauru [*] [*] [*]% [*]%
177 Neth Antilles [*] [*] [*]% [*]%
178 Nicaragua [*] [*] [*]% [*]%
179 Norfolk Island [*] [*] [*]% [*]%
180 Pakistan [*] [*] [*]% [*]%
--------------------
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
COUNTRY EXISTING IDD RATE STW SHARE
---------------------------------------- -------------------- ---------------------
STANDARD REDUCED
(RM/MIN) (RM/MIN) STANDARD REDUCED
---------------------------------------- --------- --------- ---------- ---------
181 Palau [*] [*] [*]% [*]%
182 Paraguay [*] [*] [*]% [*]%
183 Poland [*] [*] [*]% [*]%
184 Romania [*] [*] [*]% [*]%
185 Russia [*] [*] [*]% [*]%
186 Rwanda Rep [*] [*] [*]% [*]%
187 Sahara West [*] [*] [*]% [*]%
188 Saipan [*] [*] [*]% [*]%
189 Sakhalin Rep [*] [*] [*]% [*]%
190 Samao West [*] [*] [*]% [*]%
191 San Marino [*] [*] [*]% [*]%
192 Saudi Arabia [*] [*] [*]% [*]%
193 Senegal [*] [*] [*]% [*]%
194 Sierra Leone [*] [*] [*]% [*]%
195 Solomon Island [*] [*] [*]% [*]%
196 Somalia [*] [*] [*]% [*]%
197 Spain [*] [*] [*]% [*]%
198 Spanish N. Africa [*] [*] [*]% [*]%
199 St. Kitts [*] [*] [*]% [*]%
200 St. Lucia [*] [*] [*]% [*]%
201 St. Pierre & M [*] [*] [*]% [*]%
202 St. ▇▇▇▇▇▇▇ [*] [*] [*]% [*]%
203 Surinam [*] [*] [*]% [*]%
204 Syria [*] [*] [*]% [*]%
205 Tatarstan [*] [*] [*]% [*]%
206 Togo Rep [*] [*] [*]% [*]%
207 Tokelau Island [*] [*] [*]% [*]%
208 Tunisia [*] [*] [*]% [*]%
209 Turkmenistan [*] [*] [*]% [*]%
210 Tuvalu [*] [*] [*]% [*]%
211 Ukraine [*] [*] [*]% [*]%
212 Uruguay [*] [*] [*]% [*]%
213 US Samoa [*] [*] [*]% [*]%
214 US Virgin Is [*] [*] [*]% [*]%
215 Uzbekistan [*] [*] [*]% [*]%
216 Vietnam [*] [*] [*]% [*]%
217 Yemen Ar [*] [*] [*]% [*]%
218 Afghanistan [*] [*] [*]% [*]%
219 Albania [*] [*] [*]% [*]%
220 Anguilla [*] [*] [*]% [*]%
221 Bt Virgin Is [*] [*] [*]% [*]%
222 C Afr Rep [*] [*] [*]% [*]%
223 Cameroon [*] [*] [*]% [*]%
224 F Polynesia [*] [*] [*]% [*]%
225 Fiji [*] [*] [*]% [*]%
--------------------
* Confidential portion has been omitted and filed separately with the
Commission.
CONFIDENTIAL TREATMENT REQUESTED
COUNTRY EXISTING IDD RATE STW SHARE
---------------------------------------- -------------------- ---------------------
STANDARD REDUCED
(RM/MIN) (RM/MIN) STANDARD REDUCED
---------------------------------------- --------- --------- ---------- ---------
226 Guatemala [*] [*] [*]% [*]%
227 Guinea Bis [*] [*] [*]% [*]%
228 Guinea Rep [*] [*] [*]% [*]%
229 Kampuchea [*] [*] [*]% [*]%
230 Liberia [*] [*] [*]% [*]%
231 Madagascar [*] [*] [*]% [*]%
232 Montserrat [*] [*] [*]% [*]%
233 Mozambique [*] [*] [*]% [*]%
234 New Caledonia [*] [*] [*]% [*]%
235 Niger [*] [*] [*]% [*]%
236 Sao ▇▇▇▇▇ [*] [*] [*]% [*]%
237 Turk Island [*] [*] [*]% [*]%
238 Yemen Pdr [*] [*] [*]% [*]%
239 Zaire [*] [*] [*]% [*]%
2 INBOUND INTERNATIONAL CALLS
For Inbound International Calls to Syarikat Telefon Wireless customers,
Telekom Malaysia shall pay Syarikat Telefon Wireless [*] per min.
Payment to Syarikat Telefon Wireless will be made as and when Telekom
Malaysia receives inpayment from the foreign telecommunications
administration.
--------------------
* Confidential portion has been omitted and filed separately with the
Commission.