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Terms and Conditions:

PROVISIONAL DETAILS

Atlantic Communications Corporation Limited., a private limited company incorporated and existing under the laws of England and Wales (hereinafter referred to as ATLANTIC COMMUNICATIONS), working as “Carrier” Operator, providing services of call routing and termination of national & international voice traffic, having its registered office at Business First Centre, Millennium City Park, Millennium Road, Preston, PR2 5DB, United Kingdom which includes its legal heirs, successors and assigns of the one part.

WHEREAS
A. ATLANTIC COMMUNICATIONS, a Telecommunications Carrier Operator owns and operates a public switched telecommunication network (Long Distance International) which is a connectable system.
B. “Company” owns and operates in United Kingdom and Gibraltar
C. Parties will interconnect their Networks and provide services to each other as mentioned in Schedule 1.
D. The Operators have agreed on the terms of the interim interconnect agreement to enter into a comprehensive interconnect agreement for satisfactory and harmonious interconnection between their Networks.
ATLANTIC COMMUNICATIONS and “Company” shall hereinafter be collectively referred to as the “Parties” and individually as “Party”. The terms “ATLANTIC COMMUNICATIONS Network” and “Company Network” shall collectively be referred to as “Networks and individually as “Network”. Now, therefore, in consideration of mutual covenants contained herein, the parties hereby agree as follows:

A. DEFINITIONS

In this agreement, unless the context otherwise requires, the following terms shall have the following meanings;
a) “Act” means the British Telecommunications Act 2003 as amended up to date.
b) “Arbitration” means ………….(as used in section 11.15)
c) “Authority” means Telecommunications Authority OFCOM established under section 3 of the Act.
d) “Charges” means charges as defined in section 2 of this agreement.
e) “Carrier” means party that provides the services of call origination, termination or conveyance wholly or partially.
f) “CDR” means Call Detail Records.
g) “Confidential information”……(as explained in section 7.1)
h) Telecommunications Carrier Operator” means an authorized person; company involved in providing long distance international telecommunication services.
i) “Loop back calls” means ………..(as used in section 4.7)
j) “Managed Router Service” is supplier owned but dedicated exclusively to company. Supplier makes available to company at supplier point of presence.
k) “Operator” means any person authorized by license to run a connectable system.
l) “Party to contract” means any person, company authorized by a license to run a connectable system.
m) “Point of presence (POP)” means the point at which a line from a long distance carrier connects to the line of the local telephone company.
n) “Point of Interconnection” means a physical point where the networks of both parties are connected for Calls or Short Messages to be handed over from one network to the other.
o) “Services Providing Party” is a party that provides telephone call terminating to the end-user service through its network.
p) “Services Purchasing Party” is a party that originates the telephone call and purchase a service of terminating it to the end-user.
q) “Telecommunication Service” means a service consisting of emission, conveyance, switching or reception of any intelligence within, or into, or from, by any electrical, electro-magnetic, electronic, optical or optio-electronic system, whether or not the intelligence is subjected to rearrangement, computation or any other process in the course of the service.
r) “Traffic” means the amount of the activity in terms of number of calls during a given period of time over or across the Networks in connection with or in relation to the Interconnection between the Networks.
s) “Value Added Services” means such services as may be available over a telecommunications network in addition to voice telephony or data services.

1. DESCRIPTION OF SERVICES

ATLANTIC COMMUNICATIONS and “Company” shall provide to each other the value-added telephony call routing services (hereafter referred to as “the Services”) as described in Schedule-1, and such Services subject to the terms and conditions of this Agreement.

Parties agree to pay the rates for provision of Services (hereafter referred to as “Rates”) to the various destinations as set forth in Schedule-2. “Company” agrees that the Rates and destinations are subject to change by ATLANTIC COMMUNICATIONS time-to-time and such changes shall be in line with the approved settlement rates and the requirements of the Authority, on prior written notice. But any change in the rate by ATLANTIC COMMUNICATIONS or levy of any tax, duty or surcharge by the with immediate effect shall give right to ATLANTIC COMMUNICATIONS to change rates with immediate effect. Acceptable method of notice will be Email or confirmed Fax that ATLANTIC COMMUNICATIONS shall send to the other Party.

Additional services may be added to this Agreement time-to-time upon the terms and conditions agreed by the Parties and that subsequent modification/amendment in agreement (except for change in agreement pursuant to any directive of the authority) shall not be made unless prior approval of the authority is obtained. These additional services may be included by amending Schedule-1.

2. FEES AND INVOICING

2.1 Parties are agreed to do business on prepaid basis complying clause 2.2.

2.2 In the case of prepaid basis, the Services Providing Party may require at any time during business, an additional deposit in the form of cash, unconditional / irrevocable and negotiable bank guarantee or irrevocable letter of credit for the amount set forth in Schedule-1 (“the Deposit”) as security for the Services Purchasing Party’s payment of its obligations hereunder and due performance and observance of the terms and obligations of this Agreement.

2.3 The Deposit does not affect the Services Purchasing Party’s obligation to pay any amounts billed by the Services Providing Party nor constitute a waiver of the Services Providing Party’s right to suspend, disconnect or terminate services due to non-payment of any sums due or payable. A Party that receives a Deposit may apply the Deposit or any part thereof to settle any amount due and payable to it. Subject to any deductions pursuant to this Agreement, the party that received the Deposit shall return the deposit without interest within ten (10) days of the termination of the Agreement.

2.4 The Services Providing Party reserves the right to increase or refund the Security Deposit taking into account the Services Purchasing Party’s actual usage or creditworthiness. The Services Purchasing Party shall provide the increased deposit within ten (5) business days from the date of receipt of the written notification from the Services Providing Party. Any failure of Services Purchasing Party to provide the amended Security Deposit within ten (5) Calendar Days of written notice from Services Providing Party shall absolve the Services Providing Party from the performance of such obligations under this Interconnection Agreement until such time as the requirement is fulfilled by the Services Purchasing Party. In case the Security Providing Party decides to refund the Security Deposit, it will be reimbursed in full amount within ten (10) days from the date of notification to the Services Purchasing Party that the security deposit will be refunded.

2.5 In case of Bank Guarantee, Bank Guarantee shall state that the Bank’s obligation to make the payment subsist even if the status of the Bank or the party issuing the Bank Guarantee changes by the operation of law and that it is expressly laid down that if the performance by the party issuing the Bank Guarantee becomes impossible due to its negligence, force majeure, wilful denial, circumstances beyond its control or any reasons whatsoever, the same shall not absolve the Bank of its obligation to pay the innocent party, and the Bank shall immediately discount the Bank Guarantee whenever presented before it without any reference to any third party or the party issuing the Bank Guarantee.

If any of the parties do not make the payments due as per clause 2.8 and 2.9, the same shall be considered as a default and the innocent party can contact the relevant bank to get the Bank Guarantee discounted / en cashed.

2.6 Invoicing: Parties will invoice for Services provided on weekly basis. The invoice shall be based on the billable duration of the calls routed. The invoice will specify the traffic by destinations, rates by destination and the total amount due.

2.7 Services providing Party will send soft copy of the invoice to Services Purchasing Party by e-mail, and thereafter the original invoice by courier service and the same shall be deemed to have been delivered to the other Party on the day it receives soft copy.

2.8 Payment: Fees and invoice charges shall be due and payable in USD Currency by the Party within Three (3) days of the issuance date of invoice. Charges will be transferred in the Party’s respective bank account mentioned in Schedule-1. The payment confirmation date will be the date on which payment has been made in the bank.

2.9 Late Fees: Any payments not received by the Due Date will bear interest at the rate of one and one-half percent (1½ %) per month or the maximum rate permitted by law, whichever is less, from the Due Date until paid in full. Any payments received that are less than the total amount due will be applied first to interest and collection fees, then the oldest invoice(s) outstanding.

3. DISPUTE RESOLUTION AND APPLICABLE LAW

3.1 It is understood and agreed that the Parties shall carry out this Agreement in the spirit of mutual cooperation and good faith and shall seek to resolve amicably any dispute between them.

3.2 During any period of dispute, before or until resolution, neither Party shall disrupt or suspend Interconnection or take any other actions which might materially and adversely affect the operation and utilization of Interconnection Service.

3.3 If a Party in good faith disputes the amount or appro¬priate¬ness of charges included in an invoice, shall notify the other in writing and within ten (10) days (Dispute Notification Period) of receipt of such disputed Invoice/Call Detail Records. The issue of dispute shall be referred to a committee jointly constituted by the Parties comprising of the nominated representatives of both parties. The committee will use reasonable endeavours to resolve any dispute notified. If they are unable to do so within fifteen (20) working days (or such other period as Parties agree) after the expiry of the notification period, the dispute shall be referred to arbitration in accordance with clause 11.15.

3.4 If the dispute is resolved in favour of the Party issuing the invoice i.e. Services Provider, then the other party i.e. Services Purchaser, shall immediately release the payment to Service Provider. If the dispute is resolved in favour of the Party contesting the invoice, the invoice issuing Party can never claim for such decided amount.

3.5 If a dispute is not filed with respect to an invoice within the ten (10) days period, the invoiced party will be deemed to have waived its right to dispute that invoice and to have agreed to pay the same. Such payment will be considered as a late payment and will be subject to late payment charges mentioned in section 2.9 above.

3.6 However, the disputing Party shall pay the undisputed amount of the invoice in accordance to section 2.8.

4. OPERATIONAL AND COMMERCIAL MATTERS

4.1 Equipment: Each Party may provide the necessary facilities “Equipment” specified in Schedule-1.

4.2 The cost of connection between ATLANTIC COMMUNICATIONS and “Company” is mentioned in Schedule-1.

4.3 Parties shall obtain and maintain their own expense, all relevant licenses, permits, whatsoever necessary to operate and provide telecommunications services and shall ensure that it conforms to all relevant laws and obligations in accordance with the regulatory authority in the country in which it operates.

4.4 The Parties shall coordinate the management of their respective telecommunications infrastructures with each Party being responsible for providing and operating at its own expenses its respective telecommunications infrastructure, including networks.

4.5 The Parties agree that each Party may be required to temporarily suspending its Services for the purpose of repair, maintenance or improvement of any equipment. Where possible, each Party shall provide five (5) days advance written notice to the other Party for such suspension.

4.6 The Rates are computed in 1-second increments with a minimum of 1 second per call as mentioned in Schedule 2. Charge computation shall be based on data recorded in ATLANTIC COMMUNICATIONS’s network and “Company” network system.

4.7 Loop back calls: Each Party shall indemnify, defend, and hold harmless the other Party for and against all costs, expenses, losses, damages, claims and actions of any kind arising from or related to any “looping” of calls back to the other Party (i.e any customer traffic that is routed by the provider, but ultimately returned to provider or customer). In the event that any looping occurs, the party will identify the loop and, at the other party’s sole option, either removes the carrier in question from the Party’s routing or block the incoming traffic on a trunk group level by incoming exclusion. Once the looping problem has been resolved, the Party will restore routing and notify the other Party of the actions that have been taken.

5. COMPLIANCE

5.1 Parties represent and warrant, to the best of their knowledge that they have and will maintain all required State and Federal licenses, if any, to carry out the activities it undertakes herein.

5.2 Parties agree that in the event that any Federal or State government or regulatory or enforcement agency enacts any applicable law, promulgates any applicable regulation or notifies the other Party that it believes the former Party is not in compliance with any law or regulation governing the services, the later Party shall have the right to terminate this Agreement upon ten (10) days prior written notice to the former Party.

6. OWNERSHIP OF INTELLECTUAL PROPERTY

6.1 Either Party acknowledges and agrees that all rights, title, and interest in and to other Party Services and all intellectual property rights related to or used in conjunction with any computer hardware, router or software vice-versa supplied or provided by other Party and used by or on behalf of Party in connection with the Services “the Intellectual Rights” therein, are and shall remain the sole and exclusive property of other Party.

7. CONFIDENTIAL INFORMATION

7.1 “Confidential Information” means business or technical information of either Party (including but not limited to information relating to either Party’s product plans, designs , costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how) that is designated by either Party as “confidential” or “proprietary”. Confidential information shall be marked “Confidential” or with comparable legend in case of disclosure thereof in written, graphic, machine readable or other tangible form or if disclosed orally, shall be identified as Confidential Information at the time of disclosure and followed within ten (10) days with a written description and marked as “Confidential” or a comparable legend. Notwithstanding the foregoing, (a) the terms and conditions of this Agreement, and (b) all software that each Party provides to the other in any router or equipment shall be treated as Confidential Information even if not designated as “Confidential” or “Proprietary”.

7.2 Each Party agrees that it will; (a) not disclose Confidential Information to any third party, or use the Confidential Information disclosed to it by the other Party except as contemplated by this Agreement; and (b) take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. Notwithstanding the foregoing, each Party may disclose Confidential Information to its employees, affiliates and/or contractors who have entered into a nondisclosure agreement, the terms of which are at least as restrictive as those contained herein. Confidential Information will not include information that (a) is present or enters the public domain without breach of this Agreement; (b) the receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (c) the receiving Party knew prior to receiving such information from the disclosing Party; (d) the receiving Party develops independently without use of the disclosing Party’s Confidential Information; or (e) is disclosed pursuant to any judicial or governmental order or request, provided the recipient takes reasonable steps to give the disclosing Party sufficient notice to contest such order or request.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that; (a) it is a duly organized entity, validly existing and in good standing under applicable law and it has the power and authority to enter into and fully perform its obligations under this Agreement; (b) it has obtained and will maintain all necessary permits, consents, authorizations, approvals, registrations, waivers, releases, clearances or licenses of any third party for it to perform its obligations under this Agreement; and (c) it shall comply with all applicable laws, statutes, regulations, orders, directions, standards and notices issued by the competent authority which has jurisdiction over the Parties or the subject matter of this Agreement.

8.2 Except as expressly provided in this clause, neither party nor its network services provider makes any warranty in connection with the subject matter of this agreement and each party disclaims any and all warranties or conditions, expressed or implied, in connection with the services, the internet telephony network or other products or services, including but not limited to any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose, non-infringement, availability, and reliability, or those arising from a course of performance, course of dealing or trade usage. Parties specifically make no warranty with respect to software, technology, equipment or service (collectively, “software”) provided or used hereunder and does not warrant that the software or services provided to the other or used hereunder is error free, will operate without interruption or provide secure operation.

9. LIMITATION OF LIABILTY

9.1 Except for liability arising under clause 7 (confidentiality), each party (and each party’s network service suppliers) shall in no event be liable to other party for any direct or indirect, special, incidental, or consequential damages (including without limitation loss of data, profit, revenue or goodwill; business interruption; replacement costs etc.) arising out of or in connection with the use or inability to use the services provided hereunder, or relating to the blocking of emergency calls. Party’s network services supplier will not be liable for unauthorized access to or alteration, theft or destruction of Party’s data files, programs, procedures or information through accident, fraudulent means or devices or any other method if they are not caused by party’s network services supplier’s negligence.

10. TERM AND TERMINATION

10.1 The term of this Agreement will begin on the Effective Date and will continue for a period of one (1) year, unless terminated earlier in accordance with this clause. This Agreement will automatically renew for successive one (1) year periods thereafter unless at least thirty (30) days prior to the end of the applicable term a Party provides written notice to the other of its intention to terminate this Agreement.

10.2 Notwithstanding anything herein to the contrary, either Party may terminate or suspend this Agreement or provision of Services hereunder effective immediately and without liability upon written notice to the other Party if the other Party (i) becomes the subject of an involuntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; (ii) becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed; or (iii) is adjudged a bankrupt.

10.3 If either Party fails to perform or breaches any material obligation of this Agreement, then upon thirty (30) day’s prior written notice to the breaching Party specifying the default (the “Default Notice”), the non-breaching Party, at its opinion, may terminate or suspend this Agreement, without liability, unless the breach specified in the Default Notice has been cured within the thirty (30) day period.

10.4 Effect of Expiration or Termination:
a. Upon termination or expiration, each Party shall pay the other any unpaid amount. Expiration or termination of this Agreement shall not affect the rights of a Party accrued up to the date of termination.

b. Upon expiration or termination of the Agreement, each Party (receiving Party) shall immediately return to the other Party (disclosing Parity) or at disclosing Party’s request destroy all copies of the disclosing Party’s Confidential Information in the receiving Party’s possession or control, and an officer of the receiving Party shall certify to the disclosing Party in writing.

c. The rights and obligations of the Parties contained in clauses pertaining to Fees and Invoicing. Ownership of Intellectual Property, Confidential Information, Representations and Warranties, Indeterminists and Limitations of Liability, Effect of Expiration or Termination, and General Provisions shall survive the termination or expiration of this Agreement.

d. Notwithstanding the above provisions in clause 10, ATLANTIC COMMUNICATIONS may terminate this agreement upon five (5) days prior written notice, if ATLANTIC COMMUNICATIONS determines that the performance of the “Company” is not accordance with the provisions of this agreement.

11. GENERAL PROVISIONS

11.1 Assignment. This Agreement shall bind the Parties and inure to the benefit of the each Party’s permitted successors and assigns. Neither Party shall assign this Agreement, in whole or in part, without the other Party’s prior written consent. Any attempt to assign this Agreement without consent as specified in this Clause will be null and void.

11.2 Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws of England and Wales without regard to or application of provisions relating to conflicts of law.

11.3 Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties and the remainder of this Agreement shall remain in full force and effect.

11.4 Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered; sent by confirmed facsimile transmission; sent by certified or registered mail, postage prepaid and a return receipt address shown below or to such other address as may be designated by a Party by giving written notice to the other Party pursuant to this clause.

11.5 No Agency. The Parties to this Agreement are independent contractors and nothing in this Agreement will be construed as creating or implying a partnership, joint venture, employment, franchise, agency, or any other form of legal association (other than as expressly set forth herein) between the Parties. Neither Party will have the power to bind the other or incur obligations on the other’s behalf without the other‘s prior written consent.

11.6 Non-exclusivity. Notwithstanding anything herein contained, this Agreement shall be non-exclusive and either Party may at its option enter into similar agreements with any other Party.

11.7 Waiver. Failure by either Party, at any time, to require performance by the other Party or to claim a breach of any provision of this Agreement shall not be construed as a waiver of any right accruing under this Agreement, nor shall it affect any breach or the effectiveness of this Agreement or any part hereof, or prejudice either Party with respect to any action. A waiver of any right accruing to either Party pursuant to this Agreement shall not be effective unless given in writing.

11.8 Entire Agreement. This Agreement and its Schedule(s) constitutes the complete and entire agreement and understanding between the Parties and supersedes all prior agreements, understandings and memoranda, written or oral, between the Parties concerning the subject matter hereof. No amendments or supplements to this Agreement will be effective for any purpose except by a written agreement signed by both Parties and the written approval by the authority.

11.9 Rights and Remedies Cumulative. The rights and remedies provided herein will be cumulative and not exclusive of any other rights or remedies provided by law or otherwise.

11.10 Compliance with Law. Each Party agrees to comply with all applicable international, national, state, regional and local laws, rules and regulations in performing its duties hereunder.

11.11 Captions. The captions to clauses of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this Agreement.

11.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.13 Force Majeure. Neither Party shall be deemed to be in default of or to have breached any provision of this Agreement as a result of any act, omission, delay, failure in performance or interruption of Service, resulting directly or indirectly from acts of God, acts of civil or military authorities, riots or civil disturbances, wars, strikes or other labour disputes, acts of third parties, vandalism, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes, or any request of any government having or claiming jurisdiction over a Party or any other occurrences which are beyond such Party’s reasonable control, whether or not the condition was foreseeable,. Nothing shall excuse a Party’s obligation to make any payment due hereunder.

11.14 The purpose of this Agreement, an event of force majeure shall include but not be limited to the passing or issuance of any law, order, regulation, direction or codes of practice of any Government, governmental agency or any regulatory authority or any public telecommunications operator, regulator or similar authorities.

11.15 Arbitration. Any dispute or claim arising out of or relating to the validity, construction, enforceability or performance of this Agreement, including disputes relating to alleged breach or termination of this Agreement, shall be referred to and finally settled by arbitration in accordance with the Arbitration Rules of England and Wales then in effect “the Rules”, which are deemed to be incorporated by reference to this clause. The arbitration shall be conducted in United Kingdom. The language of arbitration shall be English.

11.16 Each of the Parties waives all provisions under any applicable law which would give a right to appeal the arbitral award, so that there shall be on other authority which has the power to retry the dispute or vary the arbitral award. Judgment on the award may be entered in United Kingdom or elsewhere by any court having jurisdiction thereof.

11.17 Injunctive Relief. It is hereby expressly acknowledge by each Party that the disclosure or potential disclosure of Confidential Information of the other Party, or the infringement of an intellectual property right of the other Party, will cause immediate and irreparable injury and that preliminary and permanent injunctive relief would be appropriate in the event of such a breach. Accordingly, the Arbitrators shall have the power to grant injunctive relief to prevent such serious irreparable harm or injury to a Party or to others.

SCHEDULE 1

SERVICES PROVIDED BY ATLANTIC COMMUNICATIONS TO CARRIER: 1. ATLANTIC COMMUNICATIONS shall route Company traffic terminating to the destinations at the rates stated in Schedule 2, which may be modified from time to time.

2. The point of connection with “CARRIER” for the provision of Services by ATLANTIC COMMUNICATIONS shall be at the interconnection location and the cost of connection shall be borne by the “CARRIER”, ATLANTIC COMMUNICATIONS or both parties.

3. Equipment: If any required.

SERVICES PROVIDED BY CARRIER TO ATLANTIC COMMUNICATIONS: 4. CARRIER shall route ATLANTIC COMMUNICATIONS’s traffic terminating to the destinations at the rates stated in Schedule-2 which may be modified from time to time.

5. The point of interconnection with ATLANTIC COMMUNICATIONS for the provision of Services by CARRIER shall be at the interconnection location and the cost of connection shall be borne by the CARRIER, ATLANTIC COMMUNICATIONS or both parties.

6. Equipment: If any required.

SCHEDULE 2

SERVICES PROVIDED BY ATLANTIC COMMUNICATIONS TO CARRIER: All traffic shall be billed with an initial 1 second minimum increment, followed by 1 second additional increments (i.e a minimum call length of 1 seconds, with all additional usage rounded up to the nearest 1 second increment) unless otherwise specified by ATLANTIC COMMUNICATIONS in advance. All rates are in USD $.

Mexico destination shall be billed at 60/60 second increment.

All pricing information is confidential and proprietary information of ATLANTIC COMMUNICATIONS and CARRIER.

Prior to starting services, the Parties shall provide each other with a list of all destination rates and will be finalized by mutual understanding.

ROUTES OFFERED BY : ATLANTIC COMMUNICATIONS (TBC).

ROUTES OFFERED BY : CARRIER (TBC).