INTERNATIONAL TELECOMMUNICATION SERVICES AGREEMENT
AN AGREEMENT made this 10th day of May, 1994 between MERCURY COMMUNICATIONS
LIMITED whose registered office is at New Mercury House, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ("Mercury") of the one part and International
Telecommunications Corporation, a corporation organised and existing under the
laws of the United States whose registered office is at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇ ▇▇▇▇, New York 10013, United States ("ITC") of the other part.
WHEREAS the parties jointly desire to furnish telecommunication services between
the United Kingdom (as hereinafter defined) and the United States (as
hereinafter deemed).
NOW THEREFORE IT IS HEREBY AGREED as follows:
1. Definitions
(a) In this Agreement, unless the context otherwise requires, the
following terms shall have the following meanings:
(i) "C.C.I.T.T." means the International Telegraph and Telephone
Consultative Committee of the International Telecommunications
Union;
(ii) "Operating Territory" in relation to Mercury means the United
Kingdom, and in relation to ITC means the United States;
(iii) "United Kingdom" means Great Britain (namely England, Scotland
and Wales) and Northern Ireland;
(iv) "the United States" means the United States as well as its
territories and possessions;
(v) "Agreement" means this agreement and the annexures and addenda
(if any) pertaining thereto.
(b) The expressions "Mercury" and "ITC" shall include their respective
successors and permitted assigns and their respective employees and
agents.
(c) The section headings in this Agreement are for ease of reference only
and shall not be taken into account in the construction or
interpretation of any provision to which they refer.
2. Scope
Subject to the terms and conditions contained herein each of the parties
undertakes to establish and provide such telecommunication services between
the United Kingdom and the United States as are hereinafter specified and
to use its reasonable endeavours to establish such telecommunication
services on and with effect from 1st August, 1994 or such other date as may
be agreed by the parties.
3. Duration
(a) This Agreement shall come into force on 1st August, 1994 and shall
continue thereafter unless and until terminated by not less than 12
months' prior written notice given by either party to the other.
(b) In respect of each of the telecommunication services hereinafter
specified this Agreement shall continue after the date of entry into
force of the Agreement unless and until terminated by not less than 3
months' prior written notice given by either party to the other.
(c) Notwithstanding clause 3(a) and 3(b), this Agreement shall however be
subject to the provisions for earlier termination as may be set out
herein.
4. Telecommunication Services
The telecommunication services to be established and provided hereunder
shall be agreed between the parties from time to time and the details
thereof shall be set out in annexures which shall be attached to this
Agreement.
5. Routine of Telecommunication Services and Provision of Facilities
(a) The routes to be used by each party to provide the telecommunication
services hereunder shall be such direct circuits as may be agreed
between the parties from time to time and/or such switched circuits
via countries other than the United Kingdom and the United States or a
combination thereof as the parties may from time to time deem
expedient to maintain the provision of the telecommunication service
in question.
(b) Each party will be responsible for the provision and maintenance of,
and payment for, the necessary interconnecting facilities located
within its Operating Territory in respect of its portion of the
telecommunication services to be provided hereunder.
(c) Each party shall be responsible for the establishment of and the
payment for one half of that portion of the telecommunication
facilities necessary to provide the said Circuits located outside the
Operating Territories of the parties used in the provision of the
telecommunication services hereunder.
(d) Each party shall notify the other as soon as practicable of any
facility failure arising or likely to arise from a cause within its
Operating Territory which is likely to result in a protracted
interruption to the provision of any or all of the telecommunication
services hereunder.
6. Language
English shall be the language used by technical and operating personnel for
the establishment and provision of telecommunication services hereunder.
7. Technical Standards and Methods of Operation
(a) The technical standards and methods of operation to be applied and
used by the parties in the provision of telecommunication services
hereunder shall be agreed by the parties from time to time. In the
event of a failure to agree upon the technical standards to be
applied, the parties shall apply standards not inferior to the
relevant recommendations of the C.C.I.T.T. in force as of the date
hereof until such time as agreement is reached by the parties in
respect of the technical standards.
(b) The parties will adopt from time to time (as appropriate) written
procedures and working standards to be implemented by them in respect
of order handling, maintenance and other operational matters in
respect of each of the telecommunication services hereunder.
(c) In so far as is commercially feasible, the telecommunication services
to be provided hereunder will be carried on digital channels, which
will conform to European standards, between the United Kingdom and the
United States.
8. Sales Effort
Each party undertakes with the other party to promote on a non-exclusive
basis the sale of each of the telecommunication services hereunder to the
reasonable satisfaction of the other party.
9. Liability
Neither party shall be liable to the other for any loss or damage whether
direct or indirect, sustained by reason of any failure in or breakdown of
the communication facilities associated with the circuits used in providing
the telecommunication services under this Agreement or for any interruption
of service, whatsoever shall be the cause of such failure, breakdown or
interruption and however long such failure shall last.
10. Authorisations
All undertakings and obligations assumed hereunder by either party are
subject to the issuance and continuance of all necessary governmental
licences, waivers, consents, registrations, permissions and approvals.
11. Force Majeure
No failure or omission by either party to carry out or observe any of the
terms and conditions of this Agreement shall give rise to any claim against
the party in question or be deemed a breach of this Agreement if such
failure or omission arises from any cause reasonably beyond the control of
the party seeking to rely upon such failure or omission.
12. Termination
Notwithstanding anything to the contrary express or implied elsewhere
herein either party (without prejudice to its other rights) may terminate
this Agreement forthwith on notifying the other party to that effect either
orally (confirming such notification in writing) or by notice in writing.
In the event that the other party fails to make any payment due under this
Agreement punctually by the due date, and fails to make such payment within
30 days of being advised, by the party giving notice of termination that
such payment is due and has not been made.
13. Assignment
Neither party shall transfer or assign its rights or obligations under this
Agreement without the prior written consent of the other party, provided
however that either party may assign its rights and obligations under this
Agreement to its parent company or subsidiaries of the parent after prior
notification to the other party. No such assignment shall relieve the
assigning party of its obligations hereunder.
14. Notices
(a) Any communications by either party to the other shall, unless
otherwise provided herein, be sufficiently made if sent by post (by
air mail where possible), postage paid, or by telegraph or telex
transmission to the address hereinafter specified and shall, unless
otherwise provided herein, be deemed to have been made to the other
party on the day on which such communications ought to have been
delivered in due course of postal, telegraphic or telex transmission.
(b) Unless otherwise specified by not less than 15 days' notice in writing
by the party in question, the address to which communications shall be
sent is:
To Mercury:
By mail: New ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
( England
By telex: Telex No. 910091 MCLIBG G
In all cases marked: "For the attention of
the Company Secretary"
To ITC:
By mail: International Telecommunications
Corporation
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇
New York 10013
United States
By telex: Telex No. --
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In all cases marked: "For the attention of
▇. ▇▇▇▇▇▇▇ "
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15. Entire Agreement
This Agreement represents the entire understanding between the parties in
relation to the subject matter hereof and supersedes all other agreements
and representations made by either party, whether oral or written, and this
Agreement may only be modified if such modification is in writing and
signed by a duly authorised representative of each party hereto.
16. No Waiver
No waiver by either party of any provision of this Agreement shall be
binding unless made expressly and confirmed in writing. Further, any such
waiver shall relate only to such particular matter, non-compliance or
breach as it expressly relates to and shall not apply to any subsequent or
other matter, non-compliance or breach.
17. Governing Law
All disputes arising in connection with the present contract shall be
finally settled under the Rules of Conciliation and Arbitration of the
International Chamber of Commerce by one or more arbitrators appointed in
accordance with the said rules.
IN WITNESS WHEREOF THIS AGREEMENT has been entered into the day and year first
above written.
Signed for and on behalf of Signed for and on behalf of
MERCURY COMMUNICATIONS LIMITED INTERNATIONAL
TELECOMMUNICATIONS
CORPORATION
[SIGNATURE ILLEGIBLE] [SIGNATURE ILLEGIBLE]
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Date: 10th May 1994 Date: 10th May 1994
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ANNEXURE 1
TELECOMMUNICATION SERVICE INTERNATIONAL PUBLIC
SWITCHED TELEPHONE SERVICE
between the United Kingdom and the
United States.
This Annexure is attached to and incorporated into the International
Telecommunication Services Agreement made between Mercury and International
Telecommunications Corporation dated the 10th day of May, 1994.
1. Type of Service
a) The following International Public Switched Telephone Services may be
established under this Agreement from points in or reached via the
United Kingdom and from points in or reached via the United States:
Customer Dialled Station calls
Operator Assisted Station calls
Operator Assisted Person calls.
b) Not all classes of traffic may be operational at the time of initial
implementation of the service.
c) Other classes of service may be added to the agreement between the
parties from time to time.
2. Periods of Service
This service will be a 24 hour per day continuous facility.
3. Charges to the Public
Collection charges for the service covered by this Agreement shall be a
national matter to be determined by each party, subject to appropriate
governmental approvals as may be necessary.
4. Accounting Rates and Division of Revenues
a) The accounting rates and division of revenue derived from the service
between the United Kingdom and the United States provided by the
parties shall be those set out in the Addendum attached to this
Agreement or as the parties may otherwise agree from time to time and
incorporate in this Agreement.
b) A separate Addendum will cover transit working.
5. Accounting and Method of Settlement
a) Monthly traffic accounts will be provided to the other party as soon
as practicable after the calendar month to which the account relates
but in no event later than the end of the third calendar month
following the month to which the
b) A monthly settlement statement showing the balances from the monthly
accounts to which it relates shall be prepared as quickly as possible
by the creditor party and sent in duplicate to the debtor party which,
after verification, shall return one of the copies endorsed with its
acceptance. Payment shall be effected as soon as possible but in no
case later than six weeks after the monthly statement is received by
the debtor party.
c) Payment will be made in a currency to be chosen by the creditor. The
conversion of Special Drawing Rights (SDRs) balance into currencies of
payment shall be in line with the International Telecommunications
Regulations, Geneva, 1989.
d) No credit allowance shall be made in the monthly account for
uncollectible amounts. Each party shall be responsible for its its own
uncollectables. The accounting procedures for adjustments and refunds
shall be in line with C.C.I.T.T. Blue Book recommendation D.17l
e) The parties will adopt from time to time (if appropriate) additional
traffic accounting standards to be implemented by them in respect of
the submission and settlements of accounts.
6. Exchange of Information
To ensure effective implementation and operation of the telecommunication
services the parties may wish to exchange:
a) appropriate sales and service implementation plans on an ongoing
basis,
b) information on their respective collection rates as appropriate,
c) details of the numbering scheme employed to access their public
switched voice customers in the Operating Territory, and
d) details of the service positions/facilities and how they may be
accessed by the other party's service positions.
7. Confidentiality
Any of this information, which is not in the public domain, is strictly
confidential and shall not be disclosed to any third party, particularly
any third party offering competitive service in either the United Kingdom
or the United States.
Signed for and on behalf of Signed for and on behalf of
MERCURY COMMUNICATIONS LIMITED INTERNATIONAL
TELECOMMUNICATIONS
CORPORATION
[SIGNATURE ILLEGIBLE] [SIGNATURE ILLEGIBLE]
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Date: 10th May 1994 Date: 10th May 1994
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ADDENDUM TO ANNEXURE l
regarding the INTERNATIONAL
PUBLIC SWITCHED TELEPHONE
SERVICE between the United Kingdom
and the United States.
This Addendum is attached to and incorporated into Annexure l of the
International Telecommunication Services Agreement made between Mercury and ITC
dated the 10th day of May, 1994.
1. Accounting Rate
a) The unit of account will be the Special Drawing Right ("SDR").
b) The Accounting Rates will be 0.30 SDR per minute divided as Mercury
share 0.l5 SDR per minutes and ITC share 0.l5 SDR per minute.
2. Currency of Settlement
The currency of settlement chosen by the creditor is:
if Mercury is creditor - US Dollars
if lTC is creditor - US Dollars
3. Return of Traffic
Mercury will return traffic to lTC when a minimum of 500,000 minutes a
month of UK terminating traffic has been received and accounted for to
Mercury over a period of three consecutive months. The return traffic will
be increased by steps of 1% until the appropriate level of return traffic
is achieved in line with a mutually agreed proportionate return policy.
4. Overdue Settlements
Interest will be charged at the annual rate of LIBOR (London Inter-Bank
Offer Rate) plus 4%, calculated on a daily basis, on accounts still
outstanding after the agreed settlement date. In respect of overdue
settlements, interest will be charged from the date of receipt by the
debtor of the quarterly settlement statement until actual payment is
received by the creditor.
Signed for and on behalf of Signed for and on behalf of
MERCURY COMMUNICATIONS LIMITED INTERNATIONAL
TELECOMMUNICATIONS
CORPORATION
[SIGNATURE ILLEGIBLE] [SIGNATURE ILLEGIBLE]
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Date: 10th May 1994 Date: 10th May 1994
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ANNEXURE 2.
TELECOMMUNICATION SERVICE INTERNATIONAL LEASED VOICE
AND DATA SERVICE, incorporating
Private Networks between the United
Kingdom and the United States.
This Annex is attached to and incorporated into the International
Telecommunication Services Agreement made between Mercury and International
Telecommunications Corporation dated the 10th day of May, 1994.
1. Type of Service
The service offered will be the interconnection of Private Networks for the
international access of voice and/or data.
2. Periods of Service
This service will be a 24 hour per day continuous facility.
3. Charges to the Public
Collection rates for the service covered by this Agreement shall be a
national matter to be determined by each party, subject to appropriate
governmental approvals as may be necessary.
4. Interruption Allowances
As an objective, the parties will adopt the appropriate interruption
allowance recommendations including those contained in the C.C.I.T.T. Blue
Book, Volume II, Fascicle II.1, Recommendation D.1. Paragraph 5 (and any
C.C.I.T.T. amendment thereto or replacement or re-issue thereof).
5. Exchange of Information
To ensure effective implementation and operation of the service the parties
may wish to exchange:
a) appropriate sales and service implementation plans on an ongoing
basis;
b) prospective customer information and their detailed requirements;
c) information on their respective tariffs as appropriate, and;
d) billing information as required.
6. Confidentiality
Any of this information, which is not in the public domain, is strictly
confidential and shall not be disclosed to any third party, particularly
any third party offering competitive service in either the United Kingdom
or the United States.
Signed for and on behalf of Signed for and on behalf of
MERCURY COMMUNICATIONS LIMITED INTERNATIONAL
TELECOMMUNICATIONS
CORPORATION
[SIGNATURE ILLEGIBLE] [SIGNATURE ILLEGIBLE]
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Date: 10th May 1994 Date: 10th May 1994
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