CONTENT BILLING GATEWAY COLLABORATIVE CONTRACT CONTRACT NO [ ]

Transcription

1 CONTENT BILLING GATEWAY COLLABORATIVE CONTRACT CONTRACT NO [ ] Supplier: Company name Address Organisation registration nummer Telephone number Telefax number Company name Organisation registration number Invoice to: Address Telephone number Box (0) SE Kista Reference Sweden Upon signing the contract the following information must be provided by the Supplier: Supplier information (in accordance with the above), IP number (Appendix 1), Mail domain (Appendix 1), Abbreviated numbers (Appendix 2), Services (Appendix 2), Content Providers (Appendix 2), End Customer Price (Appendix 2) and Contacts (Appendix 5) and the Supplier have this day concluded a contract. The appendices below constitute part of the contract. and the Supplier are hereafter referred to individually as "Party" or collectively as "Parties". The prices given are excluding statutory VAT and expressed in SEK. APPENDICES 1. Functionality and Technology 4. Customer Service and Support 2. Access and Prices 5. Contacts 3. Product Specification Place... Date... Place... Date Page 1 (1)

2 LIST OF CONTENTS 1. INTRODUCTORY STIPULATION AIM AND BACKGROUND ORGANISATION THE SUPPLIER S UNDERTAKINGS TELE2 S UNDERTAKINGS PERMITS TRAINING DOCUMENTATION AVAILABILITY CHANGE OF SERVICE AND OF PRODUCT SECURITY CUSTOMER SERVICE AND SUPPORT REMUNERATION PAYMENT INVOICING OWNERSHIP RIGHTS AND OTHER RIGHTS MARKETING INFRINGEMENT CUSTOMER INFORMATION ETHICAL RULES AMENDMENTS AND ADDITIONS CONTRACTUAL PERIOD LIMITATION OF LIABILITY CONFIDENTIALITY AND THE OBLIGATION TO OBSERVE SECRECY TRANSFER OF CONTRACT FORCE MAJEURE OBLIGATION TO ISSUE NOTIFICATION MESSAGES REMOVAL OF SERVICE PREMATURE EXPIRY APPLICABLE LAW DISPUTES Page 2 (2)

3 1. INTRODUCTORY STIPULATION In the event that the contractual documents are in any respect mutually conflicting, they apply in the following mutual order: 1. Functionality and Technology, Appendix 1 2. Access and Prices, Appendix 2 3. Collaborative Contract No. 4. Product Specification, Appendix 3 5. Customer Service and Support, Appendix 4 6. Contacts, Appendix 5 2. AIM AND BACKGROUND The aim of this contract is to regulate the forms of collaboration between (henceforth "Tele2") and the Supplier. The collaboration includes making available content services ("Services") from the Supplier to mobile customers ("End Customers") via Tele2's Content Billing Gateway. Tele2 is one of Sweden's leading mobile-telephony operators, and it also offers its End Customers the possibility of receiving various forms of Service via Tele2's network. Tele2's product Content Billing Gateway (the "Product") enables external suppliers to distribute Services to End Customers via Tele2's network. The Supplier is a company, which provides Services. The Parties have agreed on the following conditions for delivery, distribution and use of the Services provided by the Supplier and Tele2's provision of the Product. The Supplier has declared he is willing to provide the Services in accordance with the conditions in this contract. The Parties' joint objective in the collaboration is to commence a business relationship, wherein Parties shall apply professionalism and a high level of business ethics. 3. ORGANISATION At the Parties there shall be a main contact in charge who internally at the relevant Party is responsible for the collaboration and the ongoing contact between the Parties. In addition to these persons, there shall be named persons in charge of customer service and technology. The contact list can be found under Appendix 5. Page 3 (3)

4 4. THE SUPPLIER S UNDERTAKINGS The Parties are in agreement that the Supplier's earnings shall be dependent on Tele2's End Customers' utilisation of Services in accordance with Article 13. The Supplier shall discharge his undertakings in accordance with this contract and appendices applying at any time with the requisite care and in an otherwise expert manner. The Supplier undertakes to rectify faults or defects caused by the Supplier at his own expense and without delay. The Supplier is obliged to immediately inform Tele2 in writing if problems arise which affect the implementation of the undertaking in accordance with the contract, which has been entered into. The Supplier undertakes to provide and maintain Services in accordance with this contract. The Supplier undertakes to ensure that the End Customer is verified correctly in conjunction with billing via the Product. The Supplier is liable in relation to Tele2 for the Content Providers to which the Supplier provides access to the Product and/or any other infrastructure belonging to Tele2. The Supplier undertakes to check calls to the Product associated with these Content Providers to the greatest extent possible. Should there arise the slightest suspicion of misuse, the Supplier undertakes to block calls from the Content Provider who has given rise to such suspicion and to inform Tele2 immediately of this. The Supplier undertakes to list in Appendix 2 the Content Providers that the Supplier wishes to provide with access to the Product at least one (1) week in advance of access being provided. Notwithstanding, Tele2 retains the right to deny any of the specified Content Providers access to the Product without any need to state the reason. The Supplier undertakes not to bill the End Customer for content that he/she has not ordered or to bill the End Customer at rates other than those agreed with the End Customer. Should the Supplier fail to comply with this undertaking, the Supplier shall be required to pay to Tele2 a fine of TEN THOUSAND (10,000) SEK per End Customer billed in breach of this undertaking. Tele2 s right to this fine does not preclude indemnity liability or any other consequential damages. The Supplier is obliged to keep a register of transactions approved by End Customers. It is incumbent upon the Supplier to provide Tele2 with this register without delay when and if Tele2 so requires. At the request of Tele2, the Supplier is obliged to immediately cease the provision of Services with content which is not in line with Tele2's policy, or if Tele2 otherwise deems that the Service may give offence to Tele2's customers. The Supplier is responsible for immediately undertaking rectification at his own expense. Page 4 (4)

5 The Supplier is obliged to inform Tele2 in writing without delay if there is going to be or already has been a not insubstantial change in the ownership circumstances with regard to the Supplier or with regard to part of the Supplier's business, which performs assignments on behalf of Tele2. The Supplier shall have the necessary technical equipment such as support systems and other resources for providing Services in accordance with this contract. In such messages as the Supplier sends on his own behalf or on behalf of a third party, the Supplier undertakes not to market any such operation as competes with Tele2's operations. These operations apply to operator services for fixed or mobile telephony, plus provision of Internet subscriptions, broadband and data-network services. Tele2 has the right to increase this list by informing the Supplier of this in writing. In the event that the Supplier's own operations compete with Tele2's operations, then before marketing of a competing operation takes place, the Supplier shall ensure that Tele2 has given consent to and approved the marketing in writing. The Supplier undertakes not to carry out or permit mass advertising via Tele2 s network. An exception to this is those of Tele2's End Customers who have registered with the Supplier and explicitely given their approval with regard to receiving sent messages. Such approval shall not be considered valid unless given by End Customer within three (3) months prior to receiving each sent message. In the event that the Supplier does not realise this undertaking, the Supplier must pay Tele2 a fine of one thousand (1000) SEK per message sent by the Supplier. Tele2's right to receive a fine does not exclude damages and other consequences. Furthermore, Tele2 is entitled to immediately cancel the contract. The Supplier is obliged to keep a register of Tele2's End Customers, showing which of them have approved receipt of messages and dates of any such approval. It is incumbent upon the Supplier to immediately furnish Tele2 with the register when Tele2 so requires. In the messages which the Supplier sends on his own behalf or on behalf of a third party, the Supplier is responsible for the content of the information provided, for the information not contravening current law, and for there being requisite permits for providing the information. If not otherwise agreed between the Parties the Supplier is obliged to inform the End Customer in any and all cases that the End Customer has been charged for ordered Services, including those cases where the Services are ordered once only but are be billed via the Product more than once. Page 5 (5)

6 5. TELE2 S UNDERTAKINGS Tele2 is responsible for maintenance and operation of the mobile access network and the Product. Tele2 charges Tele2's customers for use of Services. Tele2 is responsible for preparation of invoicing data, which the Supplier shall use to invoice Tele2. 6. PERMITS Each Party is responsible for the availability of all the requisite permits from authorities and others, and for the Party not having to pay fees etc. as a result of the other Party's business. TRAINING Any training must be implemented in accordance with Appendix DOCUMENTATION The Supplier is responsible for documentation on Services being submitted to Tele2. Documentation shall be submitted to the Main Contact and Customer Service in conjunction with signing of the contract, in accordance with Appendix 5. However, delivery of documentation shall take place at the latest on the day the Services are delivered. 9. AVAILABILITY The objective is that Services shall be available and in operation twenty-four (24) hours a day, seven (7) days a week. A reasonable time before the planned maintenance, the Parties have the right to inform the opposite party of changes to these times. Planned interruptions shall preferably take place at times of the day with low volumes of traffic. 10. CHANGE OF SERVICE AND OF PRODUCT The Supplier shall as soon as possible inform Tele2 of changes, which may be of importance to Tele2. In the case of material changes for Tele2, Tele2 retains the right to deny the Service access to Tele2 s Product in the first instance, and/or to any other infrastructure belonging to Tele2; and in the second instance to cancel the contract with immediate effect. Under no circumstances is the Supplier entitled to any financial compensation as a result of this. Page 6 (6)

7 The Supplier is obliged to inform Tele2 in writing of the partners on behalf of which the Supplier takes payment via the Product. Tele2 retains the right to deny any partner of the Supplier access to the Product and to any other infrastructure belonging to Tele2. Tele2 reserves the right to change Tele2's Product. In the event that such a change significantly affects the Supplier's provision of Services, Tele2 shall inform the Supplier accordingly. Such information shall be communicated to the Supplier a reasonable time before such a change is undertaken. 11. SECURITY The Supplier is responsible for preventing hacking of their own systems used for production of Services and communication with Tele2's systems in accordance with this contract. The Supplier is responsible for information sent on to Tele2 and Tele2's End Customers not being corrupted. Where applicable, the Parties are responsible for informing each other without delay if there is a suspicion or detection of illegal hacking of their own application server in those parts which have a connection to Services under this contract. In the event of any such suspicion or detection, both Parties shall be responsible for blocking the possibilities of utilising the Services in question. 12. CUSTOMER SERVICE AND SUPPORT Customer Service is made available in accordance with Appendix REMUNERATION The Supplier shall be remunerated in accordance with Appendix 2. Tele2 cannot be held liable for compensation for loss of income in connection with technical disturbances. Tele2 independently decides what price framework, i.e. the highest and lowest price, shall obtain for Tele2's end customers. Price framework in accordance with Appendix 3, other price conditions in accordance with Appendix 2. Tele2 shall be remunerated for provision of the Product in accordance with Appendix PAYMENT Payment is to take place at the latest thirty (30) days after receipt of the invoice. The Supplier is not entitled to charge an invoicing fee. In the event of payment after the due date, interest on late payment will be due in accordance with the Interest Act. Page 7 (7)

8 15. INVOICING Invoicing will take place monthly. The invoice shall indicate: contract number reference Tele2 / Supplier specification registration number and VAT liability Tele2 shall be in receipt of the final invoice at the latest three (3) months after the contract has ceased to apply. 16. OWNERSHIP RIGHTS AND OTHER RIGHTS Both the right of ownership and the right of disposition with regard to the Services provided by the Supplier under this contract accrue exclusively and entirely to the Supplier. The same shall apply to immaterial rights such as copyright and patent rights with regard to the Service. None of the Parties receives by virtue of this contract any right to the other Party's brand or other immaterial right. 17. MARKETING Tele2 reserves the right to market individual Services or individual Suppliers. Tele2 is not entitled to charge for expenses in connection with any such marketing. In the event of any joint marketing, a separate agreement must be made between the Parties, whereby a written appendix to this contract shall be drawn up and appended to this contract. For marketing or similar activities, the Supplier is not entitled to use Tele2's trade name, brand or other distinctive feature without written consent. If this should occur in any case, the Supplier may be liable to compensate Tele2 for consequential costs for Tele INFRINGEMENT The Supplier is responsible for Services not violating or infringing against a third party's rights, e.g. patent rights, brand rights, design rights or copyright. If claims for damages are made against Tele2 for violating or infringing against another's patent rights, brand rights, design rights or copyright, the Supplier shall indemnify Tele2. The Supplier shall pay all expenses which in such a context may be incurred by Tele2, e.g. damages imposed by the Page 8 (8)

9 court, damages which Tele2 pays as a result of a settlement, and court costs. The Supplier's undertaking in accordance with this paragraph applies on the condition that within a reasonable time the Supplier be informed by Tele2 in writing about claims presented or an action which has been brought, and that the Supplier be allowed to decide on the defence against such an action and that Tele2 does not come to a settlement without the Supplier's approval. 19. CUSTOMER INFORMATION Tele2 has the right of ownership to customer information, e.g. name, address and calling number, which the Supplier may receive as a result of the collaboration in accordance with this contract. When the contract expires, regardless of the reason, the Supplier shall return all customer information to Tele2, or, if Tele2 so requests, destroy customer information and issue a certificate that this has taken place. The Supplier may only use customer information or parts thereof to the extent required for implementation of what has been agreed in this contract. In other cases, during the contractual period and following expiry of the contract, the Supplier has no entitlement at all to use, store, copy and/or pass on customer information or parts thereof without Tele2's prior written consent. In the event that the Supplier uses, copies and/or passes on customer information or parts thereof without Tele2's written consent or does not return/destroy this information, the Supplier shall pay Tele2 a fine of ONE HUNDRED THOUSAND (100,000) SEK per item of customer information or part thereof, and per occasion. Furthermore, Tele2 is entitled to immediately cancel the contract. Any fine paid shall not be deducted from damages. The payment of a fine does not affect Tele2's entitlement to demand damages and/or assert other sanctions as a result of breach of contract. This Article shall continue to apply even if the contract has otherwise expired. 20. ETHICAL RULES The Supplier undertakes to follow Tele2's ethical regulations with regard to Services. Tele2 is also a member of Etiska Rådet för Betalsamtal, ERB. The ERB rules can be found on AMENDMENTS AND ADDITIONS For every new abbreviated number, Service or amended price for an existing abbreviated number, Appendix 2 shall be updated. Page 9 (9)

10 For them to be valid, amendments and additions to this contract shall be drawn up in writing and signed by both Parties. 22. CONTRACTUAL PERIOD The contract applies until further notice, with a mutual period of notice of one (1) month. 23. LIMITATION OF LIABILITY With the exception of what is stipulated under Article 18, a Party's indemnity liability is limited to material damage caused by a Party's neglect. A Party's indemnity liability only covers compensation for direct loss, and regardless of the scope of the damage which has occurred during the contractual period it is limited to five (5) times the basic amount applying at the time of the occurrence of the damage in accordance with the Law (1962:381) on General Insurance. 24. CONFIDENTIALITY AND THE OBLIGATION TO OBSERVE SECRECY The Parties are reminded of their obligations in accordance with the Telecommunication Act (1993:597). During the contractual period or thereafter, a Party may not without the other Party's written approval pass on to a third party information connected with this contract or the other Party's internal circumstances other than what is required for implementation of what has been agreed in this contract or on the basis of a law or other statute or decision by an authority based on a statute. The Parties shall ensure that their employees or other persons who it may be assumed will come into contact with such information as is given under this Article also observe the stipulations herein. Confidentiality does not apply to any such information, which a Party can show is or has been generally known in a manner other than through violation of the confidentiality undertaking above in this Article. Neither does confidentiality apply to any information, which a Party can show he/she knew about before the information was received from the other Party. This Article shall continue to apply even if the contract has otherwise expired. 25. TRANSFER OF CONTRACT The contract and related Services may only be transferred to another following written consent from Tele2. Page 10 (10)

11 26. FORCE MAJEURE A Party shall be relieved of damages and other consequences if implementation of a specific undertaking is prevented or significantly obstructed by a circumstance which that Party could not reasonably have had any control over or have predicted. Examples of relieving circumstances include labour conflict, lightning, fire, a stipulation by an authority or other public regulation, a fault in an other operator's network, general scarcity of transportation, goods or energy, or other similar circumstance. 27. OBLIGATION TO ISSUE NOTIFICATION The Supplier shall inform Tele2 in writing without delay if it appears probable that there will be a delay in delivery or that such a delay has already occurred. In the event of Force Majeure, the Supplier shall notify Tele2 of this without delay. 28. MESSAGES Messages by letter shall be deemed to have reached the recipient on the third weekday following despatch. Messages by telefax or electronic mail, which are sent during normal working hours, shall be deemed to have reached the recipient at the same time as they are sent. Messages by telefax, which are sent outside normal working hours, shall be deemed to have reached the recipient on the following weekday. 29. REMOVAL OF SERVICE At any time during the contractual period Tele2 is entitled to deny Services access to Tele2's Product. The Supplier is under no circumstances entitled to financial compensation for this. 30. PREMATURE EXPIRY If it transpires that Services do not meet the agreed specification, thus making those Services unsuitable for distribution, Tele2 is entitled to cancel the entire contract. This applies regardless of whether it is a matter of only one (1) of several Services provided by the Supplier. In the event that a Party is guilty of a substantial breach of contract and no rectification has been undertaken, if rectification is possible, within ten (10) days of the Party having sent a written warning in this regard and having given notification that the contract may otherwise be terminated, the Party is entitled to terminate the contract in writing with immediate effect. Page 11 (11)

12 In cases where faults or defects in the operation of Services are detected, Tele2 is entitled to demand that they be speedily rectified. If despite their being pointed out, faults or defects remain for over twenty-four (24) hours, Tele2 is entitled to amend the payment conditions for the period of faults of defects, in cases where payment is made, and/or to switch off Services until faults or defects have been rectified. If Tele2 deems that the Supplier will not be able rectify faults or defects within a reasonable time, Tele2 is entitled to cancel the contract with immediate effect. Tele2 is entitled to cancel a contract which has been entered into within three (3) days, in cases where the contract's implementation has been substantially prevented as a result of a circumstance stated under Force Majeure, or if undertakings are otherwise not realised in accordance with this contract and its specifications. Tele2 is entitled to cancel a contract which has been entered into with immediate effect if there is a not insubstantial change in the ownership situation with regard to the Supplier or with regard to part of his business which performs assignments for Tele2. If the Supplier does not follow Tele2's ethical rules, Tele2 is entitled to cancel the contract with immediate effect and to switch off Services. A Party is also entitled to cancel the contract with immediate effect if the other Party has stopped payments, commenced composition proceedings, gone into liquidation, gone bankrupt or is showing other clear signs of insolvency. Termination of the contract shall be in writing. If Tele2 cancels the contract because of breach of contract on the part of the Supplier, then the Supplier is not entitled to any financial compensation following expiry of the contracts. 31. APPLICABLE LAW For this contract Swedish law shall apply. 32. DISPUTES Disputes regarding interpretation and application of this contract and legal circumstances in connection with it shall ultimately be settled by an arbitrator in accordance with Swedish law. In the event that the disputed amount is less than ten (10) times the basic amount applying at the time of invocation of the arbitration procedure in accordance with the Law (1962:381) on General Insurance, the dispute shall be settled by an arbitrator who at the Party's request shall be appointed by the Stockholm Chamber of Commerce. The arbitration procedure shall take place in Stockholm, whereby Swedish law shall apply. The arbitrator shall apply the Code of Judicial Procedure's regulations with regard to the cost of the proceedings and voting. Page 12 (12)