Exhibit 4(b)(ii).3
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Maintenance and support contract
for SICAP(R) modules
PPB, VCA and OTA
dated 10 October 2000
This contract replaces in full the Annex 7 "Maintenance and Support for
SICAP(R) modules PPB, VCA and OTA and Sun Hardware" which was an
integral part of the original Swisscom PURCHASE & LICENSE
CONTRACT, made effective on 06 April 1998.
concluded between: EuroTel
Bratislava a.s., ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇ ▇▇, 838 01 ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ and
Sicap Ltd, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇.
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Table of contents
1 INTRODUCTION 4
1.1 Standard service 4
1.2 Over all responsibilities 4
1.3 Additional service on request (as per clause 5) 5
2 PROCEDURES FOR SUPPORT 5
2.1 Hotline ISC SICAP(R)(Case of incidents) 5
2.2 Procedures for incidents 5
2.3 Main flowchart 6
3 RESPONSE TIME 8
3.1 Response time for hotline 8
3.1.1 Working hours at Sicap Ltd 8
3.2 Emergency priority 8
4 CHANGE MANAGEMENT 9
4.1 Responsibilities 9
4.2 Procedures 9
5 ADDITIONAL SUPPORT 9
5.1 Remote support outside working hours 10
5.2 On-site support 10
6 PRICING 10
6.1 Pricing for standard service 10
6.2 Pricing for additional support 11
7 GENERAL TERMS AND CONDITIONS FOR MAINTENANCE AND SUPPORT 12
7.1 Introduction 12
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7.2 Definitions 12
7.3 Remuneration 13
7.3.1 Prices 13
7.3.2 Price adjustments 13
7.3.3 Costs and expenses 13
7.4 Co-operation by EuroTel 14
7.5 Term and termination 14
7.6 Liability 15
7.7 Assignment 15
7.8 Changes to the contract 15
7.9 Counterparts 16
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1 Introduction
Sicap Ltd provides to EuroTel a standard service for the SICAP(R) PPB, VCA
and OTA modules.
EuroTel can also request additional support which is not part of the
offered standard support and is subject to a separate quotation and
ordering procedure as described in Article 5.
1.1 Standard service
The following services are included for the SICAP(R) PPB, VCA and OTA
modules
o HotLine support (resolving of incidents)
o 20 hours telephone support (during office hours) per month. This
support includes every necessary support for the SICAP(R) PPB, VCA
and OTA (no accumulation of unused hours)
o Remote support via ISDN line (establishment and communication costs
to be paid by customer). Security can be guaranteed under the
following conditions: Firewall, only outgoing connections allowed
o Change Management
The following service is charged:
o Installation costs if on-site support is required
This Maintenance and Support contract does not include the following
cases:
Bugs or problems in third party software or middleware, like for example
Veritas Cluster, Oracle, not-correct DB-management, faults of EuroTel's
system management, hidden modification and/or "foreign"
developments/adaptations of the SICAP application and/or the entire
prepaid system. Misuse will be charged at cost.
1.2 Over all responsibilities
EuroTel is responsible for the initial fault tracing within the entire
prepaid system including first level maintenance, Sicap Ltd for second
level maintenance, as described under clause 1.1.
First level of maintenance means all day by day activities in order to
have the entire prepaid system running under normal condition including
application administration, dB administration and system administration
(hardware & operating system).
For second level of maintenance are intended all the activities needed to
have the SICAP(R) application running under unexpected conditions like
bugs, unexpected performance limitations, etc. (HW configuration and any
changes to be confirmed by Sicap Ltd)
The clause 2.2 defines the procedure, which will allow EuroTel to qualify
problems within its own support organisation in order to achieve problem
resolution with Sicap Ltd support.
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EuroTel will ensure that its personal is adequate trained to support the
entire SICAP(R) prepaid application.
1.3 Additional service on request (as per clause 5)
o On-site support
o Remote support (not covered by Hotline)
o Training after acceptance
2 Procedures for support
2.1 Hotline ISC SICAP(R) (Case of incidents)
The HotLine can be reached as follows:
Phone:
▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ (24 hours, 7 days a week)
Fax:
▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇
Trouble Ticket:
http:▇▇▇.▇▇▇▇▇▇▇▇.▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇▇
(WEB based "GNATS problem report system", used by ISC, Lucerne)
EuroTel defines up to 5 system administrators from their own staff. They
must be trained for the following modules:
o SICAP(R)VCA
o SICAP(R)PPB
o SICAP(R)OTA
Only these system administrators have the permission to use the HotLine
and the "GNATS tool".
2.2 Procedures for incidents
According to the priority request of EuroTel, ISC SICAP(R) (Installation
and Service Center) will contact the responsible engineer from Sicap Ltd
with its Subcontractor(s) immediately.
The following procedures are applicable:
1. After the discovery of an incident, ISC SICAP(R) has to be notified
without delay by the Web based "GNATS trouble ticket tool" and by
phone (called HotLine).
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2. EuroTel shall use the HotLine number to report every incident.
Together with notification of the HotLine the following information
has to be provided:
o Date and time of incident occurrence
o User domain, site domain, application domain
o Configuration item detail and a full and accurate description
of the incident
o Priority of Incident
3. On request from Sicap Ltd, EuroTel has to provide the following
supplementary information:
o SICAP(R) modules VCA- or PPB- or OTA-logfile
o System logfiles
o all necessary information from the crashed system in
electronic way (if possible ) like memory dumps.
4. On request from Sicap Ltd, EuroTel has to open the ISDN remote
access to the system to ISC SICAP(R)
2.3 Main flowchart
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-------------------- --------- ---------
System Administrator \ \
/Project manager ---- Incident ----- Priority
-------------------- / --------- /---------
| |
| ----------------|----------------
| | | |
--------- ------- -------------- -----------
GNATS Incidents
[GRAPHIC] HotLine trouble ticket Information
--------- ------- -------------- -----------
| |
| |
-------------- |
RFC / |
(request for ------- |
change) \ | ------------ ----------
-------------- ---------------\ ISC SICAP(R) [GRAPHIC]
| | |------- ------------ ----------
-------------- | | / |
GNATS ---------------- |
-------------- | --------
| | Response
| | --------
-------------- / | |
Quotation -------| |
(schedule & \ |
delivery plan) |
-------------- |
| --------
| Problem
| detected
| --------
| |
| ----------|-----------
| | | |
| Problem ------- ------- -----------
| fixing On-site Remote Explanation
| & action action with Call,
| Installation E-Mail, Fax
| ------- ------- -----------
| | | | |
| --|-------|-------------
| |
| |
--------- -------- --------------
Quotation \ Change \ Problem solved
accepted --------------- accepted ----
--------- / -------- / --------------
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3 Response time
3.1 Response time for hotline
The Response Time during the HotLine availability hours shall be the
following:
--------------------------------------------------------------------------
Priority of reques Availability Response Time
--------------------------------------------------------------------------
emergency 24 hours, 7 days a week 4 hours
--------------------------------------------------------------------------
high during working hours 4 hours
--------------------------------------------------------------------------
medium during working hours next working day
--------------------------------------------------------------------------
low during working hours day after next working day
--------------------------------------------------------------------------
It is up to EuroTel to decide which priority occurs. In case of an obvious
misuse, Sicap Ltd has the right to charge the costs.
Sicap Ltd will perform every possibility to make the system running as
soon as possible. Staff of EuroTel must be on-site on request of Sicap
Ltd.
3.1.1 Working hours at Sicap Ltd
The working hours for Sicap Ltd, ISC are:
08.00h - 18.00h except Saturday, Sunday and public holidays in
Switzerland.
Public holidays in Switzerland are:
New Year January 1st
Berchtoldsday January 2nd
St. Joseph's day (date is not fixed)
Good Friday Friday before Eastern
Easter Monday Monday after Eastern
Ascension day Thursday, 10 days before Whitsuntide
White Monday Monday after Whitsuntide
Corpus Christi (date is not fixed)
National Holiday August 1st
Assumption August 15th
St. ▇▇▇▇▇▇▇▇ October 2nd
All Saints November 1st
Immaculate Conceptions December 8th
Before Christmas day December 24th after 12:00 am
Christmas day December 25th
Boxing day December 26th
▇▇▇▇▇▇▇▇▇ December 31st after 12:00 am
3.2 Emergency priority
In an emergency case Sicap Ltd shall do every effort to make the SICAP(R)
application running within 24 hours after response. This also includes to
find temporary solution (work around) until the definitive acceptable
solution is implemented.
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The following standard procedure shall apply in such a case:
emergency case happens:
+ 4 hours: Response from ISC
+ 10 hours: SICAP(R) application SW problem detected
+ 10 hours: SICAP(R) application SW problem solved.
If Sicap Ltd is not successful within this time, Sicap Ltd's responsible
shall come on-site with the next available flight or train and manages the
recovery process on-site.
During the whole process the system responsible of EuroTel must be on-site
and work according to the instructions of Sicap Ltd.
4 Change management
All changes in the functionality of the SICAP(R) application of EuroTel
must be proceeded by a Request for Change (RFC).
A RFC can be originated by Sicap Ltd or EuroTel and can relate to any
component in the SICAP(R) application.
Changes can consist of:
o Patches
o Releases (also named upgrades)
4.1 Responsibilities
Under Change Management, Sicap Ltd has the responsibility to:
o collect and assess RFC's, resulting in a quotation and a schedule to
EuroTel
o co-ordinate and communicate about progress on a weekly basis.
EuroTel has the responsibility to:
o accept or decline the quotation and the delivery plan
o accept the implemented change
4.2 Procedures
o All communication concerning changes shall be in writing or entered
in the ISC trouble ticketing system (GNATS)
o All RFC's shall be addressed to Sicap Ltd
o After placing an order based on Sicap Ltd's quotation, Sicap Ltd
implements the change according to the agreed schedule.
5 Additional support
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Sicap Ltd can, on a case by case basis, provide support which is tailor
made to EuroTel's requirements. This support is not part of the standard
service and subject to availability and a separate quotation.
5.1 Remote support outside working hours
EuroTel can request Remote Support outside working hours, e.g. for
installations, new releases, reconfiguration, migration activities. The
written request must be received by Sicap Ltd at least 10 working days
prior to its intended implementation. After confirmation, Sicap Ltd can
provide a detailed planning after consultation with EuroTel, including a
description of the service to be performed.
5.2 On-site support
In case Remote support is not feasible or in case of explicit request from
EuroTel in certain cases Sicap Ltd can provide EuroTel with on-site
support. Such support is subject to a separate quotation by Sicap Ltd and
mutual agreement between both parties.
6 Pricing
6.1 Pricing for standard service
--------------------------------------------------------------------------
Description for annual fee after the annual fee for
0-50'000 subscriber initial period the first year
(during warranty
period),
beginning with
launch of service
--------------------------------------------------------------------------
SICAP(R) modules VCA, 151'440.-- CHF not applicable
PPB & OTA
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Additional price annual fee after the annual fee for the
for each further lot of 50 000 initial period first year (during
warranty period),
beginning with
launch of service
--------------------------------------------------------------------------
SICAP(R) modules VCA, PPB & OTA 49'500.-- CHF not applicable
--------------------------------------------------------------------------
o Additional lots of licenses shall just be charged from the beginning
of each six month period.
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6.2 Pricing for additional support
--------------------------------------------------------------------------
Support service Price
--------------------------------------------------------------------------
within Sicap Ltd working hours CHF 235.-- / hour
--------------------------------------------------------------------------
outside Sicap Ltd working hours CHF 352.50 / hour
--------------------------------------------------------------------------
Travel and accommodation expenses at cost
--------------------------------------------------------------------------
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7 General terms and conditions for maintenance and support
7.1 Introduction
These General Terms and Conditions are applicable for the maintenance and
support services based on Service Levels Description which Sicap Ltd
provides for its SICAP(R) System. No deviations from these General Terms
and Conditions shall be valid unless expressly agreed in writing.
7.2 Definitions
SICAP(R) software:
Specific software which has been supplied by Sicap Ltd
SICAP(R) module:
Specific software component which is a part of the complete SICAP(R)
Software, but could be integrated separately or not
System:
Combination of third party hardware/software and SICAP(R) Software by
Sicap Ltd
Change management:
Management of change requests
Configuration item:
Component characteristic definition, as part of the system, which has been
defined for the customer specification
Incident:
A deviation from the normal behaviour of the System:
o Emergency Priority Incident
Critical, complete HA-System failure or a major impact on prepaid
functionality.
Priority Incident
Incident causing a major impact on the SICAP(R) System's
functionality. Conditions that prevent EuroTel normal business
operations from being carried out in timely manner.
o Medium Priority Incident
Incident causing a partial or minor impact on the System's
functionality
o Low Priority Incident
Incident having a low impact on the System's functionality such as
screen or report layout changes.
Patch:
A minor correction or adaptation to the SICAP(R) application software.
Problem:
A condition of the system, identified through incident(s) which indicates
an error for which the cause is yet unknown.
Release / upgrade:
A consistent set of software which provides major improvement and/or
extensions to the previous software on the System.
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Response time:
The time between the receipt of the notification by Sicap Ltd of an
incident or problem and the initiation by the HotLine of a solution for
the incident or problem.
Subcontractor:
A subcontractor of Sicap Ltd, supplying and supporting hardware and/or
software for the SICAP application.
Third party:
A party not being Sicap Ltd, supplying hardware and/or software for the
system.
Working days/hours:
Mondays to Fridays during Sicap Ltd's regular office hours (8.00h -
18.00h), except public holidays in Switzerland, as specified under clause
3.1.1.
7.3 Remuneration
The General Terms and Conditions of the original Swisscom Purchase and
License Contract shall also be valid for Maintenance and Support.
7.3.1 Prices
The total price for the selected service under the Maintenance and Support
contract is listed in chapter 6. Maintenance and Support fees are payable
semi-annually in advance. All prices are in CHF and exclusive of value
added tax that has to be paid in the Slovak Republic.
7.3.2 Price adjustments
Prices are subject to yearly adjustments. Sicap Ltd may send a new offer.
The offer shall be sent two month prior to the beginning of the dedicated
next year.
7.3.3 Costs and expenses
Prices quoted are exclusive of travel, accommodation expenses made by
Sicap Ltd personnel under this Maintenance and Support contract. Such
costs and expenses will be charged according to the effective costs.
In the event Sicap Ltd personnel is required to travel to EuroTel's
premises under this maintenance and support contract, but is not able to
perform the required services due to reasons beyond the control of Sicap
Ltd, which means no physical access to the system or force major as well
as for support cases not included under standard service, as per clause
1.1, then EuroTel shall pay all costs and expenses (e.g. hours, travel and
accommodation expenses).
All payments due under this Maintenance and Support contract shall be due
and payable 30 days after the invoice date, with the first invoice to be
issued on the date this Maintenance and Support contract comes into full
force and effect.
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If any payment is not received by Sicap Ltd on the date or dates, as laid
down in this clause, or as may be further agreed upon by the parties, then
Sicap Ltd has the right to suspend the services to EuroTel until payment
has been received. Before suspending the services to EuroTel, a
notification from Sicap Ltd will be given.
In the event of a suspension of services by Sicap Ltd, as a result of a
delay or lack of payment by EuroTel, Sicap Ltd will not be responsible for
any damages resulting from this suspension.
7.4 Co-operation by EuroTel
EuroTel shall always give Sicap Ltd full co-operation and provide Sicap
Ltd in good time with required data or information useful and necessary to
the proper execution of the Maintenance and Support contract.
EuroTel shall be responsible to maintain adequate climatic conditions in
the spaces where the SICAP(R) systems is placed, such in accordance with
the site specifications as mentioned in the Purchase and License Contract
for the system.
EuroTel shall prevent:
o Installation deficiencies (unstable electricity supply network or
others) that result from the non-observance of the installation
standards of the Sicap Ltd equipment
o The use of degraded or inappropriate consumable and accessories,
contrary to the manufacturer's specifications
o Negligence, carelessness or improper use on the part of EuroTel,
specifically, the dropping of the equipment or the existence of
foreign objects inside the equipment;
o Incompatibilities resulting from modifications, repairs or
maintenance carried out by personnel not belonging to Sicap Ltd
and/or third party, or the connection of equipment not supplied or
approved by Sicap Ltd.
EuroTel shall grant access to Sicap Ltd or third party personnel to
EuroTel's site in question, provided that this personnel abides by the
security rules of EuroTel. Sicap Ltd or third party personnel will always
be accompanied by a representative of EuroTel, if so required by EuroTel.
EuroTel shall provide Sicap Ltd with an actual list stating the system
administrators and how they can be reached.
7.5 Term and termination
This contract replaces in full the Annex 7 "Maintenance and Support for
SICAP(R) modules PPB, VCA and OTA and Sun Hardware" which is an integral
part of the original Swisscom PURCHASE & LICENSE CONTRACT, made effective
on 06 April 1998.
It shall be effective on 06 October 2000 and shall have a duration of two
years.
The prices remain valid for the first 12 months.
After this period, Sicap Ltd reserves the right to adjust the prices
annually. The offer must be submitted three (3) months in advance and
EuroTel may decide within one (1) month to prolong or terminate this
maintenance and support contract. If EuroTel doesn't react in writing, the
new offer shall be considered as accepted.
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After the initial period of two years, the maintenance and support
contract shall be automatically renewed for a period of one year on each
renewal date, unless one of the parties terminates the maintenance and
support contract through written notification to the other party in the
form of a registered letter with proof of receipt, at least six (6) weeks
prior to the renewal date. There shall be no reimbursement of any paid
fee.
In case of a substantial breach of this maintenance and support contract
by either party, which is not remedied within thirty days from the other
party's notice thereof, the other party shall have the right to terminate
this maintenance and support contract with immediate effect without
juridical procedures.
The termination or expiration of the maintenance and support contract for
any reason whatever shall be without prejudice to any other right or
obligation of any party hereto in respect of this maintenance and support
contract which have arisen prior to such termination.
7.6 Liability
Sicap Ltd's liability for indirect loss, including consequential loss,
loss of profit, lost savings and loss caused by interruption of operations
is excluded.
No right to damages shall ever arise unless EuroTel reports the loss to
Sicap Ltd in writing as soon as possible after it has arisen.
7.7 Assignment
This maintenance and support contract is for the benefit of and binding
upon each of the parties hereto and their respective successors and
assigns.
The rights and obligations under this maintenance and support contract may
not be assigned in whole or in part by either party without the prior
written consent by the other party.
The parties may assign the rights and obligations under this maintenance
and support Contract by written notice to a subsidiary. A subsidiary of a
party is considered a company of which the party is holding a majority of
the equities.
7.8 Changes to the contract
Except as otherwise specifically indicated herein, this maintenance and
support contract will not be amended except by written agreement signed on
behalf of the parties by their duly authorised representatives.
At the end of each agreementual period, or at such time as mutually agreed
by both parties, EuroTel has the option to select a different services,
such with consequential price adjustments.
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7.9 Counterparts
IN WITNESS WHEREOF, the parties hereto have executed this contract in two
(2) originals by their fully authorised representatives on the day and at
the place written here below, each party receiving one (1) original
hereof. For and on behalf of:
-------------------------------- -----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Key Account Manager CFO / Procurator
-------------------------------- -----------------------------------
Andreas Martschitsch ▇▇▇▇▇ ▇▇▇▇▇
CEO (acting) CEO / Procurator
Place: Place:
Date: Date: