The Attachments, including the Overview of the Attachment Structure, form an integral part of the Agreement. In the event of additional requirements, exceptions and/or conflicts between the Agreement and any Technical Specifications or Permanent Reference Documents of GSM Association, the provisions of the Agreement shall prevail. 34;Date of Agreement" means the date on which both Parties signed the Agreement by their duly authorized representatives.
Direct wholesale access to roaming has the meaning as defined in Article 2(2)(l) of the Roaming Regulation, with the exception of wholesale access to resale roaming as defined in Article 2(2)(m) of the Roaming Regulation. 34;General Assembly of the GSM Association" means that body of the GSM Association consisting of members and associate members. 34;Public Mobile Network" or "PMN" means a network that complies with the definition of a GSM network as set out in the Articles of Association of the GSM Association (AA.16).1.
34;Roaming User" has the meaning as defined in Article 2(2)(f) of the Roaming Regulation and in practice means a person or entity in a valid legal relationship with an operator that uses a GSM SIM (Subscriber Identity Module) and/or GSM USIM (Universal Subscriber Identity Module) for the use of the Services by such person or entity while roaming on Proximus' PMN in accordance with the terms and conditions of this Agreement. 34;Headquarters" shall have the meanings assigned to them in the Articles of Association of the GSM Association (AA16). In the case of inaccurate forecasts, Proximus will not be liable for any error in the provision of services.
In the event of termination due to a breach of the Agreement under Article 18.1.2, the party in breach shall, notwithstanding Article 14.2, be liable to the other party (in addition to the fees due and payable to Proximus) for the proven damage or loss of directly (excluding indirect or consequential damage or loss) arising out of such breach up to a maximum total liability of two hundred fifty thousand (250,000) SDR, provided, however, that this limitation of liability shall not apply if a damage or loss is caused by willful misconduct or gross negligence.
Changes to the Agreement, Annexes and Addenda
This reference offer is made in accordance with Article 3 of the Regulation (EU is subject to updates and additions by Proximus. References to technical specifications and binding permanent reference documents of the GSM Association in Article 5.1 (1) and (2) shall be deemed to include references to such documents as amended from time to time by the GSM Association. However, the reference in Article 5.1(3) to non-binding permanent reference documents of the GSM Association shall not include a reference to such non-binding documents as amended by the GSM Association from time to time, unless and to the extent that the parties expressly agree and this is described in detail in the contract, including the annexes.
It is also recognized by the parties that it may be appropriate to seek changes to the agreement in the light of experiences and developments in the GSM association and the establishment of IR between the parties. Accordingly, the parties shall enter into discussions in good faith with a view to agreeing on mutually acceptable changes to the Agreement.
Miscellaneous
This document sets out the main principles; it must be completed and, if applicable, amended on a case-by-case basis. Failure of the parties to agree on such a replacement does not affect the validity of the remaining parts of the agreement. All notices, information and communications required under the agreement must be provided as described in Appendix 1: Agreement Management Principles.
The obligation of the Parties hereto shall be subject to all applicable laws and/or regulatory requirements, present and future, of any governmental or regulatory authority having jurisdiction over the Parties hereto, as well as any valid order of a court of competent jurisdiction. The Parties hereby recognize the importance of combating and preventing bribery and to that end, both Parties agree to fully comply with all applicable anti-bribery and anti-corruption laws, regulations and sanctions. The Agreement and all matters related thereto shall be governed by and construed in accordance with Swiss law.
Dispute Resolution & Arbitration
The contact persons of both parties then have up to thirty-five (35) days to try to resolve the dispute. If no resolution is found after thirty-five (35) days, the matter will be escalated to a senior person in each organization. Such person will then have a further twenty-one (21) days to attempt settlement, up to and including fifty-six (56) days.
If after the expiration of fifty-six days (56) the parties are still in dispute, the challenging party shall decide whether it wishes to initiate arbitration proceedings. The challenging party must inform the other party in writing that it intends to initiate arbitration proceedings and must initiate formal proceedings with it. Thereafter, the dispute relating to the amendment of the tariff shall be finally settled under the rules of conciliation and arbitration of the International Chamber of Commerce (ICC) by three (3) arbitrators appointed in accordance with said rules.
Both parties agree that the decision of the arbitrator shall not be treated as confidential by either party. The place of arbitration shall be Geneva, Switzerland and the proceedings shall be conducted in the English language. The award shall be final and binding and the parties hereby waive all recourse to the courts of any country, except for the purpose of enforcement proceedings.
Signatures
Overview of the Annex Structure
AGREEMENT MANAGEMENT PRINCIPLES 1. Notices
SERVICES
BILLING AND ACCOUNTING
INFORMATION ON BILLING DATA
INFORMATION ON TAP
SETTLEMENT PROCEDURE
All requests and complaints regarding international billing shall be made through the contact points as set out in Annex I. The Operator shall pay any Value Added Tax (VAT) or other similar tax in accordance with the laws of the country of Proximus. The invoice amount must include and specify all taxes and duties imposed in the country of Proximus.
If the VAT recovery is possible in the country of the Proximus, the VAT registration number must be shown on the invoice and the address of the VAT office dealing with inquiries and claims referring to VAT refund must be exchanged bilaterally. Where bank charges occur, any such expenses imposed in the debtor country shall be borne by the debtor and expenses imposed in the creditor country, including payment expenses imposed by intermediary banks in third countries, shall be borne by the creditor.
CUSTOMER CARE PRINCIPLES
TECHNICAL ASPECTS
TESTING
The charged amount is only the amount that exceeds the monthly calculated non-billable value. The non-billable monthly value per test SIM/for a common test SIM card is 50 euros. The tariff used will be the Proximus tariff or the wholesale retail tariff of the Roaming Access Requester.
In case the retail rate is used, the Operator will attach an itemized invoice to the invoice for control purposes. The invoice related to the SIM test and/or USIM card(s) will be sent to the address indicated for this purpose in Appendix 1. Calls made outside Proximus during the pre-commercial or commercial roaming phase All costs incurred for calls to made with test SIM and/or USIM cards issued to Proximus outside the Proximus network will be charged by the Operator.
The operator has the right to decide how to charge this use of test SIM and/or USIM cards. The invoice relating to test SIM and/or USIM card(s) will be sent to the address indicated for that purpose in Annexure 1. With best efforts, the operator will notify Proximus and block the test SIM and/or USIM card(s). is used outside Proximus' network. In the event that Proximus determines that it is no longer in possession of the Operator Test SIM and/or USIM cards, Proximus must immediately notify the Operator in writing and request that the missing card(s) be deactivated.
Once the appropriate notification has been sent to the operator, Proximus' liability for all further use of the missing cards that occurs after the date of notification ceases. However, Proximus must provide sufficient proof that the controller has been properly informed. For roaming users (when starting to use a GSM service or a 3G service), authentication must be performed on every occasion: • Access to the network using IMSI.
The parties agree that if an MS is registered and has been authenticated, regardless of whether it is active or not active on a call, calls are allowed (including continuation and handover). The operator will receive the fee. If an MS attempts to register or re-register and cannot be authenticated due to the network error, calls are not allowed. If an MS is already registered on the network and has already been authenticated and cannot be re-authenticated due to network failure (eg the operator was unable to provide authentication pairs RAND, SRES), the parties agree that calls are not allowed and that the operator will not receive fees.
INFORMATION ON SIGNALLING INTERCONNECTION AND/OR IP CONNECTIVITY
DATA PRIVACY. GENERAL PRINCIPLES
Roaming Service Level Agreement
Roaming Provider Services, Tariffs and other Information
Penalties suspected fraudulent or unauthorised use
Emergency Communications and Public Warning System
Emergency services
Public Warning System
Quality of Services
