Clause. A. Agreement Duration
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1 General Principles of Collaboration for provision of network access by Vodafone-Panafon S.A. to an enterprise wishing to operate as Mobile Virtual Network Operator (MVNO) This document sets out an indicative summary of the general principles of collaboration between Vodafone ( MNO ) and an enterprise wishing to operate as MVNO ( MVNO ), together the Parties, which is incomplete and subject to negotiations between the Parties, if appropriate and it is not legally binding, other than clause N below. In case of successful conclusion of the relevant negotiations, The Parties will enter into an Agreement (hereinafter the Agreement ) in which the MNO shall provide wholesale services (the Services ) to the MVNO in order to allow the MVNO to use the MNO s Network to provide services to its Customers in Greece. Clause A. Agreement Duration Initial Term of the Agreement shall be 4 years from commercial launch (Initial Term). Thereafter it shall be renewed for another two (2) years if no Party terminates the Agreement by giving at least six (6) months written notice prior to the expiration of the Initial Term. Thereafter it shall be renewed until either Party terminates the Agreement giving twelve (12) month s written notice to expire on or after the sixth anniversary. B. Exclusivity Exclusivity scheme of MVNO to MNO will be defined in the Agreement. The MNO will provide the Services to the MVNO without any obligation of exclusivity, therefore reserving the right to provide identical and/or similar wholesale access services to the MNO network to third parties, without any restrictions. C. Brands Segregation Both Parties brands will have to be distinguished, not confused or in any way associated with that of the other Party. D. Commercial MVNO shall only use the Services to render and provide Services to its Customers, excluding any activity aimed at reselling, transferring or providing to other operators the Services offered by MNO. E. Provided Services Based on the detailed service requirements and technical capabilities by the prospective MVNO and following the respective technical feasibility study by the MNO, the Parties will design a 1
2 custom solution that will best fit the particular need and relevant service architecture. This solution will define the Provided Services that the MNO will offer to each specific prospective MVNO. An indicative, non-exhaustive list of potential Services may for example include, depending on the specific solution, the following: Voice Services SMS Services Data Services incl. MMS Supplementary Services Lifting of Secrecy of Telecommunications / Lawful Interception (LI) Emergency service handling Technical support Wholesale billing and invoicing International roaming service management Platform Related and Content Related Services such as Value Added Services (VAS) e.g.: Voice Mail, ring back tones, call alert, SMSC platform services etc The provisions and the detailed responsibilities of the Parties shall be agreed between the Parties during the negotiations of the Agreement and will be included in the Agreement. F. Service Level Agreement 1. MNO commits not to discriminate between its own customers and the customers of the MVNO in relation to service quality and coverage. 2. MVNO will provide a rolling 12-months forecast, each quarter from the commercial launch date. The forecast is for the purposes of capacity planning. 3. Depending on the specific solution to be agreed between the Parties, the MNO may provide a corresponding Service Level Agreement (SLA), e.g. for incident management etc. The detailed provisions and responsibilities of the Parties as well as the related processes regarding the SLA shall be agreed between the Parties during the negotiations of the Agreement and will be included in the Agreement. 2
3 G. Core Pricing Principles & Structure [To be defined following negotiations between the Parties and depending on the specific implementation needed] H. Invoicing & Payments 1. MNO shall invoice the MVNO no later than fifteen (15) days from the end of each month (invoice period). 2. The MVNO will settle the Invoice no later than 30 days from the Invoice Date and its electronic receipt. If MVNO fails to pay any charges by due date MNO may upon thirty days (30) notice to MVNO suspend the provision of the services. 3. No further invoices relating to a particular month shall be raised more than 90 days from the end of the month. I. Reconciliation and Dispute Α reconciliation process which will be developed and agreed between the Parties in the Agreement will apply. In case of a dispute : 1. Written notification from MVNO to MNO is required before the due date of the relevant invoice in dispute. 2. Escalation to the appropriate management levels to be defined in the Agreement. 3. After internal escalation procedure, if the dispute is not resolved, Parties are free to refer to relevant courts. 4. MVNO has the right to withhold the disputed amounts in good faith (only applicable for the disputed parts of the invoice). J. Responsibilities MNO /MVNO 1. Depending on the particular MVNO needs, agreed solution and Provided Services (see clause E above), each Party will provide the network elements and services under its respective responsibility. For example, in case that radio access for voice calls is provided by MNO to MVNO, the call routing responsibilities will be defined according to the Call Flows scenarios that will be agreed between the Parties during the negotiations and will be included in the Agreement. An indicative, non-exhaustive list of areas where the respective responsible Party must be mutually agreed include for example: 3
4 Billing Invoicing Technical support Lifting of Secrecy of Telecommunications / Lawful Interception Provision of IMSI/ MNC and MSISDN ranges Purchase and provision of SIM cards Management of numbering requirements Customer Provisioning Provision of Mobile Number Portability Customers contracts Customer Care Branding, product packaging, distribution and marketing Customer data retention, including but not limited to customer name, address and domicile and call data records (CDR) where applicable Voice interworking agreements, SMS interworking agreements, premium SMS agreements, MMS interworking agreements, roaming agreements (except where separate transit arrangements may need to be agreed between the Parties). Fraud Management 2. MVNO shall be responsible for all relevant to this Agreement communication towards legal and regulatory authorities (e.g. EETT). 3. MVNO shall be responsible to comply with all regulations. 4. MVNO shall make reasonable endeavours to ensure that MVNO Operator customers and any individual that actually uses the MNO network will only use the MNO network with reliable and compatible devices that meet all legal requirements for such devices. 5. MVNO will not use SIM Boxing and shall not knowingly allow the use of the MNO Network by MVNO customers for any activities 4
5 which breach any laws, standards or codes, or Vodafone s standard customer Terms and Conditions, or infringe a third party's rights, or breach any statements, content requirements or codes promulgated by any relevant authority. Detailed responsibilities and schedules of procedures shall be agreed during the negotiations and included in the Agreement. K. Right to offer for the Customer Base The equal right, if any, of MNO to participate within the boundaries set by applicable competition law in any offer that the MVNO may wish to make or accept regarding selling, assigning, transferring or otherwise disposing its Customer Base other than to an affiliated company will be explored in the Agreement. L. Assignment Neither party to assign rights or obligations without written permission of other. Details of those rights and obligations will be defined in the Agreement. M. Law/ Jurisdiction MNO-MVNO cooperation, is governed by and construed in accordance with the Greek laws and subject to the jurisdiction of the Greek courts. If any part or provision of the Agreement is found unlawful according to existing laws and regulations, or so becomes as a result of a change in the statutory law, and thereby void in the whole or in part, then the Parties shall use their best efforts in agreeing to necessary amendments or other measures to comply with relevant rulings, laws or regulations. N. Confidentiality The Parties must treat all information in relation to negotiations of the prospective Agreement as confidential and only disclose it to their directors, officers and advisors on a strict need to know basis or to the extent required by law. O. Public Announcements Except as required by applicable law or regulation or the requirements of any regulatory body (including any relevant stock exchange, if applicable), all press releases and other public announcements in relation to this Agreement must be in terms agreed by the Parties. P. Guarantees The scheme of guarantees, if any, will be determined in the Agreement. 5
6 Q. Agreement Schedules The Parties shall negotiate and agree upon the following nonexhaustive list of schedules to be included in the Agreement: Tariffs and Commercial Conditions Project Management, Implementation Planning and Acceptance Forecasting Technical Specification / Call Flows Service Level Agreement Form of Financial Security Device Standards Lifting of Secrecy of Telecommunications / Lawful Interception (LI) Technical implementation will start only after the Parties have fully agreed on the above schedules and signed the Agreement. 6
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