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EXHIBIT 10.10
DOLPHIN
SERVICE
PROVIDER
AGREEMENT
NB3
FLEETCOMM
MobileRadio Networks
Dolphin Telecommunications Ltd
The Crescent
Jays Close
Basingstoke
Hants RG22 4BS
Telephone: 01256 811822
Fax: 01256 474537
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Service Provider Agreement
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THIS AGREEMENT dated the 29th day of July, 1998 is made between:
1. DOLPHIN TELECOMMUNICATIONS LIMITED whose registered office is
The Crescent, Jays Close, Basingstoke, Hants RG22 4BS.
(Dolphin)
2. NATIONAL BAND THREE LIMITED whose registered office is c/o
Edge & Ellison, 18 Southampton Place, London, WC1A 2AJ. (NB3)
3. FLEETCOMM LIMITED T/A FLEETCOMM MOBILE RADIO NETWORKS, whose
registered office is at The Grange, Rawcliffe Road, Goole,
East Yorkshire DN14 6TY. (Fleetcomm)
4 HUGO INTERNATIONAL LTD whose registered office is at 122a
Nelson Road, Whitton, Twickenham Middx Tw2 Fay (Service
Provider).
WHEREAS NB3 has been granted Licences, as hereinafter
defined, by the Secretary of State for Trade and
Industry to operate a nation-wide mobile radio
telecommunications system as specifically described
in such Licences; and
WHEREAS Fleetcomm has been granted Licences, as hereinafter
defined, by the Secretary of State for Trade and
Industry to operate a nation-wide mobile radio
telecommunications system as specifically described
in such Licences; and
WHEREAS The Service Provider wishes to provide to Subscribers
(as hereinafter defined) service made available by
means of the System (as hereinafter defined); and
WHEREAS Dolphin has purchased controlling interests in NB3
and Fleetcomm and
WHEREAS Dolphin wishes to procure the grant by NB3 and
Fleetcomm to the Service Provider of certain
non-exclusive rights to promote the use of the
Systems within the Coverage Area (as hereinafter
defined) and to grant access to the Systems to
Subscribers and the Service Provider wishes to accept
such grant all on the terms and conditions as follow.
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Service Provider Agreement
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NOW IT IS HEREBY AGREED:
1. DEFINITIONS
In this Agreement, the following words and expressions shall
(unless the context otherwise requires) have the following
meanings:
1.1 "NETWORK OPERATORS" NB3 and Fleetcomm and Network
Operator shall mean either of
them.
1.2 "LICENCES" Licences granted to the Network
Providers by the Secretary of State
under the Telecommunications Act
1984 ("T.Act Licence) and a Licence
granted to the Network Providers by
the Secretary of State under the
Wireless Telegraphy Act 1949
("W.T. Act Licence").
1.3 "SYSTEM" the telecommunications system
specified in the T.Act Licence.
1.4 "T.ACT" the Telecommunications Act 1984 and
any regulations thereunder.
1.5 "W.T.ACT" the Wireless Telegraphy Act 1949 and
any regulations thereunder.
1.6 "SCHEDULE OF CHARGES" the Schedule of Charges for mobile
radio telecommunications services as
published by the Network Operators
or Dolphin from time to time.
1.7 "SERVICES" such mobile radio telecommunications
services as may be available from
time to time by means of the System.
1.8 "COVERAGE AREA" the approximate area shown in such
coverage maps as may be published
by the Network Operators or Dolphin
from time to time.
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1.9 "SUBSCRIBER" the individual recipient of the
Service Provider's services who is
authorized by the Service Provider
to use a Subscriber Number (as
hereinafter defined).
1.10 "SUBSCRIBER NUMBER" such number(s) identified with a
specific piece of Subscriber
Equipment (as hereinafter defined)
to be used by the Subscriber for
the purposes of obtaining the
Services.
1.11 "SUBSCRIBER EQUIPMENT" any mobile, transportable, portable
or fixed mobile station apparatus
which is approved under the T.Act
and/or W.T.Act as applicable for use
on and which is connected to the
System.
1.12 "REGISTRATION" the process whereby the Network
Operators cause the System to
provide those Services to which a
Subscriber elects to subscribe to a
Subscriber Number. The words
"Register" and "Registered" shall be
construed accordingly.
1.13 "AGREEMENT" this agreement made between Dolphin
and the Network Operators and the
Service Provider relating to the
provision of the Services and to
which the Schedules of Charges and
these terms and conditions apply.
Words in the singular shall include the plural and vice versa where the
context requires or admits.
References to any statute or statutory instrument shall include any
re-enactments, modifications or amendments thereto for the time being
in force.
2. DURATION
This Agreement shall commence on the date hereof and shall continue
until terminated in accordance with Section 8.
3. LICENCES
The Service Provider shall at its own expense obtain in its own name
any licence required by the T.Act ,and/or the W.T.Act.
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Service Provider Agreement
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4. GRANT OF RIGHT
The Network Operators respectively grant at the direction of Dolphin to
the Service Provider the non-exclusive right during the term of the
Agreement to provide Services within the Coverage Area to Subscribers
by means of the System.
5. UNDERTAKINGS OF THE SERVICE PROVIDER
The Service Provider hereby undertakes to Dolphin and to the Network
Operators and to each of them during the term of this Agreement:
5.1 To use its best endeavours to promote the Services and not to
do anything which would reasonably be regarded as inconsistent
with this obligation.
5.2 To provide its services (including Services) to Subscribers in
respect of the System in a proper and efficient manner.
5.3 To employ such numbers of qualified management, sales and
technical personnel as will provide proper demonstration,
sales, advisory, repair and other relevant services to
Subscribers and potential Subscribers to the System.
5.4 To comply with the requirements of the United Kingdom
legislation and regulations relating to telecommunications;
not to use the Services for improper or unlawful purposes; not
to cause the quality of the Services to be impaired; not to
cause the services of other Service Providers to be impaired;
and to impose binding obligations on its Subscribers to comply
with such undertakings and so far as it is possible to ensure
compliance by its Subscribers therewith.
5.5 To comply with any code of practice issued pursuant to the
Licences and with any requirement under such Licences
applicable to Service Providers, in particular any
requirements related to confidentiality of Subscriber
information.
5.6 To provide Dolphin or the Network Operators with such
information and cooperation that Dolphin or the Network
Operators may reasonably require and comply with reasonable
directions issued by Dolphin or the Network Operators with
respect to the use of the Services.
5.7 To ensure in respect of all Subscriber Equipment supplied by
it that the proposed Subscriber is properly instructed in the
operation thereof and to arrange repair, maintenance and after
sales service to a standard acceptable to Dolphin or the
Network Operators.
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5.8 As required by the T.Act Licence and as published by Dolphin
or the Network Operators within their various Service Provider
codes of practice to provide within the terms and conditions
of the contract between the Service Provider and its
Subscribers, an inexpensive arbitration procedure by which
disputes with its Subscribers can be resolved.
5.9 To characterize as "proposed" or "projected" and not
otherwise, to its Subscribers or potential Subscribers, the
"proposed" or "projected" System coverage and Services
characterized as such by Dolphin or the Network Operators in
their publications from time to time.
5.10 Not to promote any rival service or system in preference to
the Services and the System nor to unfairly discount any such
service or system so as to promote sales of that service or
system in preference to the Services and the System.
5.11 To accept as Subscribers without unfair discrimination and
upon the standard terms and conditions of trade of the Service
Provider from time to time, customers who have acquired
equipment approved under the T.Act and/or W.T.Act other than
from the Service Provider for use in connection with the
System.
6. UNDERTAKINGS BY DOLPHIN AND THE NETWORK OPERATORS
Dolphin and the Network Operators hereby undertakes to the Service
Provider during the term of this Agreement:
6.1 To operate and maintain the System retaining the right without
liability to the Service Provider, to modify, expand, improve,
suspend, maintain or repair the System or the Services even if
this requires suspension of operation of such.
6.2 To give to the Service Provider non-binding periodic
forecasts, proposals and projections of the coverage of the
System and the Services to be offered thereon.
6.3 To provide to the Service Provider such technical advice,
assistance and information related to the operation of the
system as the Service Provider may reasonably request. Dolphin
and the Network Operators receive the right at their sole
discretion to make reasonable charges for the provision of
such technical advice, assistance and information as it
considers to be beyond that which it would normally provide
without charge.
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Service Provider Agreement
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7. CHARGES AND PAYMENT
7.1 The Service Provider shall pay in respect of its Subscribers,
whether or not the Service Provider has received payment from
its Subscribers, the charges of Dolphin and the Network
Operators as set out in the Schedule of Charges as published
from time to time corresponding to those Services for which
each Subscriber Number is Registered. Dolphin and the Network
Operators reserve the right to modify the Schedule of Charges
at any time and will provide thirty days notice to the Service
Provider of each such modification, provided that this right
shall not be exercised unreasonably.
7.2 Charges shall be incurred in respect of each Subscriber Number
from the date of Registration.
7.3 The charges set out in the Schedule of Charges shall be
payable to Dolphin or the Network Operators by the Service
Provider at the times and in the manner set out therein.
7.4 If the Service Provider fails to pay any such charge by the
due date for payment then Dolphin or the Network Operators
shall have the right to charge interest at the rate of two (2)
per cent above the then base rate of National Westminster Bank
plc from the date such charge falls due until the actual date
of receipt of payment by Dolphin or the Network Operators.
7.5 Dolphin or the Network Operators may at any time as a
condition of the provision or continuance of provision of the
Services to the Service Provider require security for payment
in the form of bank guarantees or otherwise to the extent
Dolphin or the Network Operators at their sole discretion deem
appropriate. Failure to provide such security shall be deemed
to be a breach of this Agreement by the Service Provider.
8. TERMINATION
8.1 This Agreement shall terminate automatically and without
notice.
(i) in the event either of the Licences or any other
licence in the name of Dolphin or the Network
Operators relating to the operation of the System or
any modification or replacement thereof expires, is
revoked, or is terminated, or
(ii) in the event any of the parties shall become
insolvent or if a receiver is appointed in respect of
its assets or if any order shall be made or a
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Service Provider Agreement
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resolution passed for its winding up (other than a
members voluntary winding up for purposes of
amalgamation or reconstruction).
8.2 The Service Provider shall have the right to terminate this
Agreement by prior written notice to Dolphin:
(i) in the event Dolphin or either of the Network
Operators shall commit a material breach of any of
the obligations on its part to be performed and (in
the case of a breach capable of remedy) shall fail to
remedy the same within thirty (30) days after notice
is given to Dolphin by the Service Provider requiring
such remedy, or
(ii) for convenience of the Service Provider upon ninety
(90) days prior written notice to Dolphin.
8.3 Dolphin shall have the right to terminate this Agreement by
prior written notice to the Service Provider:
(i) in the event any payment becoming due to Dolphin or
either of the Network Operators is in arrears for
thirty (30) days after the same shall become payable
(ii) in the event the Service Provider shall commit a
material breach of any of the obligations on its part
to be performed and (in the case of a breach of
remedy) shall fail to remedy the same within thirty
(30) days after notice is given to the Service
Provider by Dolphin or either of the Network
Operators requiring such remedy
(iii) at any other time upon ninety (90) days prior written
notice to the Service Provider unless the cumulative
number of subscribers connected to the Services by
the Service Provider, net of disconnections , exceeds
500 in which case the notice period is extended to
two (2) years.
9. RESULT OF TERMINATION
9.1 Upon termination of this Agreement all monies then due from
the Service Provider to Dolphin or the Network Operators shall
become immediately due and payable. Additionally the Service
Provider shall immediately discontinue any use of the names
"Dolphin" or "National Band Three" or "Fleetcomm" and all
other trade names, signs, cards notices and other display or
advertising matter indicative of Dolphin, NB3 or Fleetcomm or
of their business or Services and shall make or cause to be
made such changes in trade names, signs, cards, notices and
other
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Service Provider Agreement
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display or advertising matter so as to distinguish effectively
its business from the subject matter of the Agreement.
9.2 Upon but not withstanding the termination of this Agreement by
Dolphin under Sub-section 8.3(i) or (ii) or by the Service
Provider under Section 8.2(ii), the Service Provider shall use
its best endeavour to assign its Subscribers (and contracts
with Subscribers for the Services) to another Service Provider
of Dolphin or any of its subsidiary or associated companies
and shall provide eventuality in its agreements with its
Subscribers. At any time in the circumstances described in
Condition 8 of the T.Act Licence, either before or after
termination of this Agreement, Dolphin may write to the
Service Providers present and former Subscribers to advise
them all other Service Providers of Dolphin or of its
subsidiary or associated companies from whom the Subscribers
may obtain the Services after termination of the Agreement;
and Dolphin or such companies may themselves provide Services
to the Subscribers or make arrangements for another Service
Provider to provide services to the subscribers in accordance
with Condition 8 of the T.Act Licence.
9.3 Termination of the Agreement shall be without prejudice to any
claims or remedies that Dolphin and the Network Operators may
have against the Service Provider and vice versa accrued up to
the date of termination or available by reason of a breach of
Sections 9.2 or 14.
10. PROVISION OF SERVICE
10.1 Service shall comprise such Services provided at such times,
during such periods, in such circumstances and by such means
as Dolphin or the Network Operators may from time to time
consider reasonably appropriate.
10.2 Dolphin and the Network Operators shall use all reasonable
endeavours to provide the Services in accordance with any
specifications and to any timescales issued by Dolphin or
either of the Network Operators from time to time but Dolphin
or the Network Operators cannot guarantee that such provision
will be fault free nor that it will precisely meet such
timescales.
10.3 Dolphin or either of the Network Operators reserves the right:
i. having given reasonable notice, to change the number
allocated to a Service Provider's Subscriber or any
other code or number whatsoever allocated by Dolphin
or either of the Network Operators from time to time
for use in connection with the enjoyment of Service
from the System;
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Service Provider Agreement
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ii. in the event of war or the proclamation of an
emergency, to cease summarily to provide Service or
to temporarily suspend service to the Service
Provider and/or its Subscribers.
10.4 Dolphin or the Network Operators shall give such instructions
concerning the use of Services as they consider appropriate
from time to time in the interests of safety, of the quality
of Service, of other Service Providers and/or Subscribers or
of the System as a whole, and any such instructions shall,
while they are in force be deemed to form part of this
Agreement. Dolphin or the Network Operators shall take such
steps as it considers appropriate to bring such instructions
to the notice of the Service Provider and its Subscribers.
11. ALLOCATION AND REGISTRATION OF SUBSCRIBERS NUMBERS
11.1 Upon the request of the Service Provider and subject to
available System capacity, Dolphin or one of the Network
Operators shall allocate a Subscriber Number for a Subscriber
and Register that Subscriber Number and the Service relating
thereto onto the System as soon as is reasonably practicable.
11.2 Upon the request of the Service Provider the Network Operators
will reserve additional contiguous Subscriber Numbers for a
Subscriber to allow for future growth. The Network Operators
will reserve additional Subscriber Numbers up to thirty per
cent (30%) of the initial allocation without charge, but
reserves the right to charge for further Subscriber Numbers
reserved.
11.3 Only those Services which the Service Provider specifically
requests shall be included within the registration
11.4 Within seven working days of the registration of a Subscriber
Number, the Service Provider shall provide to Dolphin or the
relevant Network Operator information related to the
Subscriber using such Subscriber Number in the format of the
Service Order Form attached to this Agreement or as modified
by Dolphin from time to time. Such information shall not be
used by Dolphin or the Network Operators for any purposes
other than that related to the operation of the System and
compliance with the requirements of the Licences without the
prior written consent of the Service Provider.
11.5 Once allocated by Dolphin or the relevant Network Operator,
the Service Provider shall not transfer or reallocate a
Subscriber Number between its Subscribers, nor shall it assign
or transfer a Subscriber Number to a third party without prior
written consent of Dolphin or the relevant
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Service Provider Agreement
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Network Operator which consent shall not be unreasonably
withheld. The ownership of Subscriber Numbers allocated to the
Service Provider shall at all times be vested in Dolphin or
the relevant Network Operator. Under no circumstances may the
Service Provider or its Subscribers duplicate a Subscriber
Number, registered by Dolphin or either of the Network
Operators, for use on more than one piece of Subscriber
Equipment at the same time.
12. CONNECTION OF OTHER TELECOMMUNICATIONS SYSTEMS AND APPARATUS
12.1 Dolphin or the Network Operators shall at the written request
of the Service Provider and subject to the terms and
conditions of this Agreement, permit the connection to the
System of any telecommunications system or apparatus, which is
not a Specified Public Telecommunications System as defined in
the T.Act Licence, provided always that:
i such telecommunications system or apparatus shall be
shown to comply with the Relevant Standards (as
hereinafter defined) or where none exists the
relevant Network Operator's standards for the time
being in force and shall have any licences and
approvals which may be necessary under the provisions
of the T.Act,
ii W.T.Act or any other statutory provision for the time
being in force; and
iii the Service Provider shall not make any alteration to
such telecommunication system, apparatus or signaling
protocol once connected to the System without the
prior written agreement of Dolphin or the relevant
Network Operator.
12.2 Dolphin or the Network Operators will permit any connection so
made to remain until the termination or expiry of this
Agreement or until such earlier date as the Service Provider
may request except that Dolphin or either of the Network
Operators shall have the right summarily to disconnect any
such connection where:
i. such telecommunication system or apparatus which
conformed at any Relevant Standard or where none
exists the Network Operator's standards in force at
the time of connection to the System, has ceased to
do so and does not conform to any new Relevant
Standard or where none exists the Network Operator's
standards which may become applicable from time to
time; or
ii. such telecommunication system or apparatus is in the
opinion of Dolphin or the network operators liable to
cause death of, or personal injury to, or damage to
the property of Dolphin or the Network Operators and
their
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Service Provider Agreement
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respective employees or any person involved in the
running of the System or materially to impair the
quality of the Service provided by means of the
System and the Director General of Telecommunications
has not expressed a contrary opinion.
12.3 In this condition "Relevant Standards" means any standard
which may be specified in a licence granted under the W.TAct
or T.Act for the running of a system to which this condition
applies.
13. LIMITATION OF LIABILITY
13.1 For the avoidance of doubt Dolphin and the Network Operators
have no obligation or duty or liability in contract, tort, for
breach of statutory duty or otherwise beyond that of a duty to
exercise reasonable skill and care in the provision of the
System.
13.2 In any event, Dolphin and the Network Operators undertake no
liability whatever whether in contract, tort (including
negligence or breach of statutory duty) or otherwise for the
acts or omissions of other providers of telecommunications
services or systems or for fault in or failures of their
apparatus.
13.3 Dolphin and the Network Operators shall not be liable to the
Service Provider for any costs, damages or losses incurred or
sustained by it arising from operation or any failure
whatsoever of the System or failure by Dolphin or the Network
Operators to operate or the suspension or non-availability of
the System.
13.4 The Service Provider shall indemnify Dolphin and the Network
Operators and hold each of them harmless in respect of any
claims, costs, losses or damages incurred by Dolphin or the
Network Operators in relation to any claim brought by any
Subscriber, third party, or by any customer or employee of the
Service Provider in the respect of the operation or failure of
operation of any kind of the System or arising directly or
indirectly from any breach of, or non-compliance with the
terms of this Agreement by the Service Provider or in respect
of any damage caused to the System by the Service Provider
and/or its Subscribers.
13.5 In any event Dolphin or the Network Operators liability in
contract, tort (including negligence or breach of statutory
duty) or otherwise arising by reason of or in connection with
this Agreement or howsoever otherwise shall be limited to
pound sterling 1,000,000 for any one incident or series of
incidents and pound sterling 2,000,000 for any series of
incidents related or unrelated in any period of 12 months.
13.6 Each provision of this condition is to be construed as a
separate limitation applying and surviving even if for any
reason one or other of the said provisions is
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Service Provider Agreement
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held inapplicable or unreasonable in any circumstance and
shall remain in force notwithstanding termination of this
Agreement.
13.7 Nothing in this clause shall exclude or restrict liability for
death or personal injury resulting from Dolphin or the Network
Operator's own negligence.
14. CONFIDENTIALITY
All business or technical information disclosed by either party
("disclosing party") to the other ("receiving party") shall be treated
as confidential unless expressly stated otherwise in writing and shall
not be disclosed to third parties by the receiving party unless
required to be disclosed by the terms of government licence or
regulation under which Dolphin and the Network Operators operate the
System without prior written consent of the disclosing party, provided
that information shall not be regarded as confidential if (a) it is
authorized to be disclosed by the disclosing party or (b) it is already
known by the receiving party, or (c) it is disclosed by a third party
without a breach of confidence, or (d) it is in the public domain. This
undertaking shall survive termination of this Agreement for a period of
five years from the date of such termination.
15. INTELLECTUAL PROPERTY RIGHTS
15.1 The Service Provider shall have the right to promote the
Services using the "Dolphin", "National Band Three" and
"Fleetcomm" trademarks provided always that the Service
Provider shall comply with such guide-lines and directions
issued by Dolphin and the Network Operators from time to time
in connection with such trademark and enter into such
agreements as may from time to time be required by Dolphin and
the Network Operators, in order to protect the rights of
Dolphin and the Network Operators therein.
15.2 All intellectual property rights to the System and the
Services (whether copyright, patents, registered designs or
trademarks include the "National Band Three" trademark or
similar rights) shall be retained by Dolphin and the Network
Operators and the Service Provider shall acquire no rights
therein by reason of providing the Services to Subscribers, by
virtue of this Agreement, by principles of estoppel, or
otherwise.
15.3 All intellectual property rights in the Service Provider's
services, other than the Services (whether copyright, patents,
registered designs, trademarks or similar rights) shall be
retained by the Service Provider and Dolphin and the Network
Operators shall acquire no rights therein by virtue of this
Agreement.
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Service Provider Agreement
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16. RELATIONSHIPS
16.1 This Agreement governs the provision of Services by means of
the System to the Service Provider to the exclusion of all
other written or verbal representations, statements,
understandings, negotiations, proposals or agreements.
16.2 It is hereby agreed and acknowledged that there shall be no
contractual relationship between Dolphin or the Network
Operators and the Service Provider's Subscribers by virtue of
the registration by the network operators of Subscribers as
users of the System and the use of the System by Subscribers
except insofar as is necessary for Dolphin and the Network
Operators to comply with Condition 8 of the T.Act licence.
16.3 The Service Provider shall not represent itself to be the
agent of Dolphin and the Network Operators for any purpose and
shall not pledge the credit of Dolphin and the Network
Operators nor incur any other obligations or liabilities or
make any promise or representations on behalf of Dolphin and
the Network Operators . This Agreement shall not create a
partnership between the parties hereto.
16.4 The Service Provider shall be free to determine the prices and
other terms and conditions applicable to the services provided
by the Service Provider to its Subscribers in connection with
the System, provided that no such term or condition
contravenes the conditions of the Agreement, and shall be
responsible for the making of charges to Subscribers and
collection thereof in respect of such services.
17. TAXES
The Service Provider shall be responsible for and shall indemnify
Dolphin and the Network Operators and each of them against all taxes,
levies and other payments of a similar nature (and in particular
against all defaults of the same) imposed by any present or future law
of the United Kingdom which may become payable (howsoever arising) as a
result of the Service Provider providing any service to any Subscriber
dependant on or relating to the Services. Such indemnity shall not
include the licence fees payable by Dolphin or the Network Operators
under the Licences or any tax on, or assessed by reference to, the
profits of Dolphin and the Network Operators.
18. FORCE MAJEURE
Neither Dolphin nor the Network Operators nor the Service Provider
shall be under any liability for any breach of any provision of the
Agreement or any other failure hereunder if and to the extent that such
breach or failure is as a result of Acts of God, war (whether
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Service Provider Agreement
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declared or not), sabotage, riot, explosion, Government control,
restrictions or prohibitions or any other Government act or omission
whether local or national, requirement to act in accordance with the
Licences, act or default of any supplier, agent, or sub-contractor,
industrial disputes of any kind, physical obstacles or atmospheric
conditions or any other cause beyond the reasonable control of any
party.
19. WAIVER
Any concession or waiver allowed by Dolphin or either Network Operator
to the Service Provider shall only be valid if given by Dolphin or the
Network Operator in writing and shall neither prevent Dolphin and/or
the Network Operators from exercising any of its rights nor prejudice
Dolphin and/or the Network Operators rights to take any subsequent
action.
20. NOTICES
Any notice required or permitted to be given under this Agreement shall
be in writing and may be given by any means reasonably calculated to
reach the other party including, without limiting the generality of the
foregoing, telex or first class post addressed to such party at its
address as stated in this Agreement or such other address as shall have
been notified to the first party as being the address for the receipt
of such notices. Such notice if given by first class post shall be
deemed to have been delivered not later than the second day after
posting.
21. HEADINGS AND INTERPRETATIONS
i. The headings in these terms and conditions shall not
be deemed to be part hereof or be taken into
consideration in the interpretation of construction
hereof or of this Agreement.
ii. If any of the works or provisions of these terms and
conditions shall be deemed to be invalid for any
reason then they shall be read as if the invalid
provisions had to that extent been deleted therefrom
and the validity of the remaining provisions of these
terms and conditions shall not be affected thereby.
22. ASSIGNMENT OF AGREEMENT
The Agreement shall not be assigned either in whole or in part by the
Service Provider to any third party except with Dolphins prior written
consent and in any event any purported assignment of the Agreement
shall not have any force and effect unless such assignment
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Service Provider Agreement
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is to another Service Provider which has a subsisting Service Provider
Agreement with Dolphin and/or any of its subsidiary or associated
companies.
23. SUB-CONTRACTING
The Service Provider shall not sub-contract or delegate the performance
of any of its obligations under this Agreement without the prior
written consent of Dolphin Such consent shall not be unreasonably
withheld where, in the opinion of Dolphin, the sub-contractor or
delegate is sound and reputable.
24. VARIATION
Subject to the notification and publication provisions of the Licence
Dolphin and the Network Operators shall have the right at any time to
make amendments or variations to these terms and conditions:
i. of a minor nature which are reasonably appropriate
for the provision of the Services
ii. reasonably considered by Dolphin and the Network
Operators (after consultation with the Office of
Telecommunications) to be made necessary by any
provision of the Licences or changes thereof.
Any amendments or variations referred to above shall take effect
immediately upon publication by Dolphin and the Network Operators.
25. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
English Law.
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Service Provider Agreement
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IN WITNESS WHEREOF the hands of the duly authorized representative of
the parties the day, month and year first above written.
Signed by: D. W. Foden On Behalf of Hugo International LTD
-----------------------------------------------
Signature: /s/ D. W. Foden
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In the presence of: Jan O'Hara
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Signature of Witness: /s/ Jan O'Hara
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Signed by: /s/ signature unknown
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For and on behalf of: Dolphin Telecommunications Limited
-----------------------------------------------
In the presence of: Alison Fisk
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------------------------------------------------
Signature of Witness: /s/ Alison Fisk
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