VISP Contract KAza PLC
VISP Contract KAza PLC
VISP Contract KAza PLC
(VISP) CONTRACT
Between
Ethio telecom
And
ARTICLE 1
DEFINITIONS
For the purpose of this contract, unless the context requires otherwise
the following terms shall have the meaning herein assigned to them.
Virtual Internet Service (VIS): shall have the meaning provided for
it under sub-article 6.6 of the Value Added services license Directive
No.3/2011.
Virtual Internet Service Provider (vISP): means a service provider
of Virtual Internet Service that offers Internet services under its own
company or brand name, while actually using the equipment and
facilities of another internet service provider to provide those services.
Service platform: a combination of software and hardware equipment
which is used by the VISP to provide internet service to its customers.
The platform could comprise a server, router, switch… with different
network and IS equipment and software.
Access device: a term to describe network equipment which help to
provide internet service to users. The access device could be MDU,
MSAN, MSAG or any other equipment which meet Ethio telecom’s
requirement.
Access Point: a term to describe all Ethio telecom connection points
from which a VISP will get internet connection. Access point could be
access devices or network elements like MSAG, MSAN, MDU, OLT,
CSG, ASG or other network sites.
VPN connection: a virtual private network connection is a dedicated
private connection set between the VISP service platform and its access
devices/office which will help the VISP to distribute the subscribed
wholesale internet to its different access devices and retail to its end
users. [It may of layer 2 VPN or layer 3 VPN type]
Subscription fee: a onetime payment for subscribing to a specific
service.
One-time Connection fee: a payment made for providing a specific
service, which is related to the basic service subscribed.
Monthly charge: a recurring fee paid on monthly basis for using a
specific service.
Rental charge: a recurring fee paid for leasing a specific equipment or
service from the operator.
Customer data:-customers information (both vISP’s and vISP
customers) which includes but not limited to customer profile
(customer name, address, etc) and service usage information.
ARTICLE 2
PURPOSE OF THE CONTRACT
The purpose of this contract is ethio telecom to sell internet service to
vISPs at a whole sale level where the vISP in return will retail for final
users with or without additional values.
ARTICLE 3
3.1. This contract and the annexes here to represent and constitute the
entire agreement between the parties.
3.2. Relevant internal business and customer management policies
and working procedures and other rules of ethio telecom for
value added service shall be incorporated as supplementary
hereto. If there is any conflict between the provisions of this
Agreement and the internal business and customer management
policies, working procedures and other rules, the latter shall
prevail.
3.3. In the event of contradiction between this contract and the
annexes, the former one shall prevail to the extent of
inconsistency.
ARTICLE 4
RIGHTS AND OBLIGATIONS OF ETHIO TELECOM
Ethio telecom;
4.1. Shall sell internet at a wholesale level for the vISP.
4.2. Shall provide the wholesale connection to the vISP service
platform collocated at ethio telecom premises.
4.3. Shall provide fibre connection from ethio telecom access point
up to the vISP Access device.
4.4. Shall Provide the VPN connection from vISP access device to
its service platform collocated at ethio telecom premises at the
prevailing VPN subscription fee in force.
4.5. Shall allow vISP to use its secondary network infrastructure in
areas where secondary network deployment is already
completed as per the appropriate per line monthly rent fee
provided under annex 1.4 of this contract.
4.6. Shall be responsible for the maintenance of rented secondary
lines during failure.
4.7. Shall provide a point to point VPN connection to the vISP
office and collocated service platform at the prevailing VPN
subscription fee in force.
4.8. Shall provide internet connection to the vISP office at the
prevailing fixed broadband or mobile broadband internet
tariff. The vISP has the right to use the connection from their
access device without any payment.
4.9. Shall provide a backup connection to serve during service
failure, for the connection from Ethio telecom access point to
vISP access device. The backup connection shall be used only
when the primary line is down and the vISP will pay for the
backup connection.
4.10. Shall Provide Service maintenance up to the vISP access
device where the primary and/or backup connection is down.
4.11. Shall avail collocation service in accordance to the collocation
service contract to be signed between the parties.
4.12. May provide a call centre hosting service in line with the call
centre hosting service contract to be signed between the
parties, when a request for the service is made by the vISP.
4.13. Shall provide IP address, domain name and other relate
services as per existing tariffs for these services.
4.14. Shall activate the vISP's service within ethio telecom's
network boundary within 30 days of the signing of the vISP
contract.
4.15. may, whenever it is convenient to it, upgrade, enhance, and/ or
modify or change the services and any deliverables included
therein to make it up to date or for any other reason.
4.16. Shall have the right to suspend its services in order to improve,
modify, expand, maintain, or repair system components, to
prevent fraud or for any other reasonable ground. The service
shall be resumed after the problem is solved. Ethio telecom
shall not be responsible for these system failures and/or service
problems were its service is suspended based on the above
grounds or interruption is caused by external network factors.
4.17. Have a right to request information from vISPs about end
users. The information may include but not limited to vISPs
customer base, customer profile…etc.
ARTICLE 5
RIGHTS AND OBLIGATIONS OF THE vISP
The vISP:
5.1. Shall have a valid VAS license for provisioning of vIS from the
MCIT pursuant to the value added services (VAS) license
directive No 3/2011.
5.2. Shall Retail the internet service purchased from ethio telecom to
end users after its Access device with or without additional
values.
5.3. Shall only serve the residential and SOHO/SME customers as
defined by ethio telecom under annex 2 of this contract.
5.4. May subscribe for a call center hosting service as per call center
service contract to be signed between the parties.
5.5. Shall pay all necessary fees and any charges for the services
rendered as stated under article 9 of this contract.
5.6. Shall promote its service with its own brand name and find new
internet subscribers.
5.7. Shall not use the name, trademarks, trade names, logos, motto,
flag, sound-truck, background color licensed to ethio telecom, or
other proprietary identifying symbols of ethio telecom.
5.8. Shall not act in any manner that may damage or harm the
goodwill or reputation of ethio telecom.
5.9. Shall Invest in Service platform, Sales, delivery, maintenance and
CSC teams, billing system and monitoring system. The vISP
Access device shall support all types of services that are capable
of different technologies including xDSL, xPON and multiple GE
cards in order to manage the current customers demand.
5.10. Shall not modify ethio telecom’s system.
5.11. Shall Handle the secondary network deployment after its access
point, internal cabling and shall have its own service platform
with different infrastructures. Where secondary network cable
installation require crossing of asphalt road, ethio telecom will
provide the installation work and the vISP is required to cover all
the associated costs including LMT as defined in annex 1.2 of this
contract.
5.12. May use ethio telecom’s secondary network infrastructure in
areas where secondary network deployment is already completed
as per the tariff stated in this contract.
5.13. Shall be responsible for service delivery. End users shall not
contact ethio telecom for provisioning and maintenance request.
5.14. Shall be responsible for maintenance after its access device.
5.15. Shall collocate its service platform at ethio telecom premises and
shall be handled by the available collocation tariff.
5.16. Shall not provide internet service via Wi-Fi hotspots. The service
provisioning method shall be wired.
5.17. Shall Not Create a Wi-Fi hotspot for communal use purpose or
promotional purpose.
5.18. Shall not create an open Wi-Fi hotspot. All vISP customers shall
not be allowed to create open/free/priced Wi-Fi hotspots for
commercial purpose
5.19. Shall Use the service in accordance with the rules and regulations
of ethio telecom, the laws of the country and for authorized
purpose only.
5.20. Shall register and keep customer data for at least five years.
5.21. For all practical purposes the vISP’s customer data shall be
considered as ethio telecom’s customer data. The vISP shall avail
customer data and/or any information of its customers when
requested by ethio telecom at any time for any reasons.
5.22. Shall have the right to request for an IP address as per the
applicable tariff.
5.23. Shall have the right to have its own internet tariff for its customers
and can design and implement different package offers.
5.24. Shall have the right to upgrade/downgrade the wholesale internet
capacity. With the upgrading/downgrading of wholesale capacity,
vISPs can add/reduce the number of access devices it connects to
the purchased wholesale capacity.
5.25. During service failure shall register TT via 980
5.26. Shall maintain their own back-ups of any information, including
customer related information, or data that they consider as
essential.
5.27. Shall respect safety and security prohibitions laid down by ethio
telecom in respect to telecom equipment/network resources that
are going to be connected with ethio telecom network or are going
to be used jointly.
5.28. May provide VAS content services, set their own service
monitoring and add quality of service (QoS) parameters. If the
vISP starts providing VAS content services it shall provide as per
the terms conditions of the value added service (VAS) contract to
be signed with ethio telecom.
5.29. May use Ethio telecom’s call center hosting service. The vISPs
will choose from the two call center hosting models (System only
and System + facility).
5.30. May rearrange its access devices capacity and location as per the
demand of its market based on existing tariff set by ethio telecom.
ARTICLE 6
SERVICE AND USE RESPONSIBILITIES
6.1. The vISP shall not use the service for unauthorized purpose. The
VISP shall only provide the services specified in the VAS license
issued by the MCIT.
6.2. The vISP agrees not to engage in, or encourage any hacking,
denial of service (DoS) attacks, spamming, transmit or store any
data which would contravene laws, or attempt to access
unauthorized areas of the System or participate in any disruptive
action against the System, that may affect the operational
integrity of the System.
6.3. The vISP shall not subscribe the System, to any illegal
blacklisting service or facility or any other illegal service
provider.
6.4. The vISP is expressly prohibited from, and shall not use or allow
to be used the Server or ethio telecom’s network to, violate the
security of any computer (or) network, crack passwords or
security encryption codes, or transfer or serve any illegal material.
6.5. The vISP shall observe relevant laws, regulations and policies of
the country and ensure that the content of its information services
is not in violation of the value added service license directive,
Ethiopian broadcasting law or any other appropriate laws,
regulations and policies of Ethiopia.
6.6. The vISP shall take all responsibilities and to the operation and
implementation of this contract in order to ensure that its own
Network does not endanger the safety or health of employees,
contractors, agent or customers of ethio telecom Network.
6.8. The vISP shall not connect or permit connection to its Network
of any equipment or apparatus that is not approved by MCIT.
6.9. The VISP shall comply with the rules and procedures of the
applicable domain name registries, registers, or other authorities.
6.10. Any Internet Protocol (IP) numbers assigned to the vISP or its
Affiliates in connection with a service ("IP numbers") shall be
used only in connection with that Service. In the event, the VISP's
license issued by the MCIT is terminated, The VISP's right to use
the IP Numbers shall also terminate.
6.11. All services provided by ethio telecom under this contract extend
to the vISP only, and do not extend to any other person,
corporation or entity; regardless of their relationship with the
vISP and under no circumstances will ethio telecom be obliged to
support third parties.
6.12. Ethio telecom exercises no control over, and accepts no
responsibility for any accuracy or quality of information or legal
or security issues that may arise by concerned bodies on the
content of any information passing over the vISP Network.
6.13. If the vISP is in violation of any of the above provisions it shall
be liable to compensate ethio telecom for any and all damages or
losses incurred and shall hold ethio telecom free from any and all
lawsuits or claims. Besides to the above, the vISP shall publicly
acknowledge its liabilities thereto, and make public apology.
ARTICLE 7
INTELLECTUAL PROPERTY RIGHT
ARTICLE 8
CONFIDENTIALITY
8.1. During the term of this contract and three (3) year thereafter,
both parties shall keep confidential of business secret technical
secret, business know-how and/or other confidential
information and materials (whether such information or
materials are in written, oral or other forms) that have been
jointly created by the parties in the performance of this
Agreement. Both parties should explicitly point out
information that is jointly created.
8.2. The receiving party shall use the confidential information of the
disclosing party solely for the purpose of fulfilling its
obligation under this contract
8.3. Neither party shall disclose the details of this contract and other
relevant content to any third parties without prior written
consent of the other party.
8.4. Except for the respective employees of each party who are
closely related with the implementation of the project, the
parties shall keep confidential all information in connection
with the contract.
8.5. If the receiving party is required, pursuant to lawful
requirement, or order of a court to disclose Confidential
Information of the Disclosing Party, it shall give the Disclosing
Party prompt written notice so that the Disclosing Party may
take steps to oppose such disclosure, and cooperate with the
Disclosing Party and use reasonable effort to limit such
disclosure.
8.6. Upon the termination of this contract or at the written request
of one of the Parties, the other Party shall return to it all the
Confidential Information and their copies in its possession in a
tangible form and (or) upon the written request of the Party
shall destroy such confidential information.
ARTICLE 9
SERVICE CHARGES AND PAYMENT CONDITIONS
9.1. The vISP shall pay ethio telecom subscription and the monthly
charges and/or rental charges for monthly wholesale internet
and other services obtained from ethio telecom as defined
under the following provisions and in accordance with the
tariff rates set forth under annexes of this contract.
9.2. The vISP shall pay monthly fee for wholesale internet
connection service as per the tariff rate set forth under annex
1.1 of this contract.
9.3. The vISP shall pay monthly secondary line rent fee for each
number of rented secondary lines as per the tariff rates set forth
under annex 1.4 of this contract.
9.4. The vISP shall pay a onetime connection fee set forth under
annex 1.2 of this contract for connection from ethio telecom
access device to the vISP access device.
9.5. The vISP shall pay VPN connection subscription fee for each
VPN connection created between its access devices and its
service platform collocated in ethio telecom premises, VPN
connection between office and service platform as set forth
under annex 1.3 of this contract.
9.6. The charges/fees for connection for office use purpose the
vISP will be handled as per the existing FBB tariff/MBB
Tariff.
9.7. The vISP shall pay the fee for a backup connection line as per
the tariff provided under annex 1.2 of this contract.
9.8. The vISP shall make initial deposit before the commencement
of the service. The amount of deposit will be defined under
annex 1.1 of this contract.
9.9. The vISP shall pay any charge/fees for collocation of vISP’s
platform and for call center hosting service (if any) as per the
tariff of ethio telecom provided under the respective
collocation and call center hosting contract to be signed with
ethio telecom.
9.10. The vISP shall pay charges/fees for IP address provision as per
the tariff provided under annex 1.8 of this contract.
9.11. Additional service requests will be governed based on the
existing tariff of ethio telecom.
9.12. Monthly Charges/Rental Payments shall be made on the basis
of Bill payment Cycle provided by Ethio Telecom.
9.13. All tariff components will be delivered to vISPs at the end of
every month with a consolidated bill invoice.
9.14. Compensation payment paid for Ethiopian road authority or
respective government offices during the provisioning process
shall be covered by the vISP.
9.15. Ethio telecom may ask the vISP to pay interest on the amount
due at a normal bank rate, if the delay was not the fault of ethio
telecom. In the event that payment is not received in full, use
of the service may be denied to the vISP and the vISP will be
issued with a Disconnection Notice of 5 days. Should the
vISP fail to rectify the breach, within the time frame provided
on the Disconnection Notice, ethio telecom can terminate the
contract.
9.16. All charges under annexes of this contract are VAT exclusive.
9.17. If the vISP disputes in good faith any charge/fee on any
invoice, it will notify ethio telecom of same within five (5)
days of receipt of the invoice whereby the vISP shall, in such
case, settle the bill first and ethio telecom shall within a
reasonable period of time undertake an investigation in to the
disputed amount and notify the vISP the outcome of the
investigation. Based on the investigation if the amount paid
by the vISP is more than what is due, then ethio telecom shall
reimburse such excess payment.
9.18. Ethio telecom shall have unilateral and exclusive right to
revise service charges/fees at any time. Ethio telecom may give
30 days prior notice if the revision results in tariff increment.
9.19. A cheque prepared shall be addressed to ethio telecom (if any).
ARTICLE 10
LIMITATION OF LIABILITY
10.1. ethio telecom shall not be in any manner liable for any of the
following events;
a) Interruption of business as a result of loss of service for
whatever reason
b) For any direct, indirect, special, incidental or consequential
damages of any kind (including lost profits) which resulted
due to service interruption and/or delay
10.2. ethio telecom shall have no responsibility whatsoever for
mistakes, errors, defects or any acts of omission or omissions by
the vISP’s agents or employees or those of third parties and the
vISP shall be solely responsible for anything not developed or
supplied by ethio telecom.
10.3. ethio telecom exercises no control whatsoever over the content
of the information passing through its network. Ethio telecom
shall make no warranties of any kind, whether expressed or
implied, for the service(s) it is providing.
10.4. The vISP shall indemnify, defend and hold harmless ethio
telecom, its directors, employees and agents from any action
brought against them by any third-party in connection with this
Agreement, or any other Agreement between the vISP and a third-
party resulting from the use of the service.
ARTICLE 11
TERMINATION
11.1. Should the vISP or ethio telecom violate any of its duties and
obligations of this contract, the other party shall be entitled to
terminate this contract herein by granting 30 days prior notice
in writing to the party in breach, unless the party in breach shall
completely remedy the violation during that period and satisfy
such party that such violation has been remedied.
11.2. Ethio telecom shall up on its discretion have the right to
unconditionally and unilaterally terminate this contract for any
reason by providing the vISP with thirty (30) days written
notice.
11.3. Should the vISP violate any of its obligations under this
contract, Ethio telecom has the right to resort to other less
serious administrative measures than termination including
written warning, penalty amount of not more than 25,000
(ten thousand) or suspension of the service for not more than
15 days
ARTICLE 12
APPLICABLE LAW& DISPUTE SETTLEMENT
12.1. The execution, performance and interpretation of this contract
shall be governed by the laws of the Federal Democratic
Republic of Ethiopia.
12.2. The Parties shall use their best efforts to settle their dispute in
connection with this agreement amicably. If the Parties fail to
reach such an amicable settlement, either Party may refer such
differences to competent Federal Courts located in Addis
Ababa.
Article 13
Force Majeure
13.1. An event of Force majeure shall be as defined under the
Ethiopian Civil Code of 1960.
13.2. Neither of the Parties to this contract shall be held liable for
delays or non-performance of their respective parts due to an
event of Force majeure.
13.3. The Party subject to the Force majeure event shall promptly
notify the other of the delay and shall use all reasonable
efforts to mitigate the effect of such Force majeure event
13.4. If the force majeure continues for a period beyond 30 (thirty)
days, the Party (other than the Party affected by the force
majeure event) may terminate this Contract by giving written
notice to the other Party.
ARTICLE 14
NOTICE
10.1. Any notice request made pursuant to this contract shall be in
writing and send by email, fax or letter with an acknowledgement
request made. Any such notice shall be deemed to have been
given or made when delivered or when received by such party at
the following address;
10.2. Either party may change its address for notice here under by
giving the other party notice of such change pursuant to this
clause.
ARTICLE 15
EFFECTIVENESS AND TERM OF THE CONTRACT
15.1. This contract shall become effective as of the date of signature by
both parties. Where the parties affix their signature at different
times, the latter date shall be deemed the date of signature. If the
date is not mentioned on the signature space, the date stated in
the preamble of the Contract shall be deemed to be the date of
signature of the Contract.
15.2. The contract shall remain valid for a period of two (2)
years(s). The contract shall be considered as tacitly renewed for
another 1 (one) year unless terminated by either of the parties by
30 (thirty) days prior notice.
ARTICLE 16
MISCELLANEOUS
For and on behalf of ethio telecom For and on behalf of the vISP
Name---------------------------------- Name------------------------------
Title ------------------------------- Title -------------------------
Signature---------------------------- Signature-------------------
Date---------------------------------- Date------------------------
Witnesses
1. Name:-…………………… 1.Name:-………………
Address:-……………………. Address:-……………………
2. Name:-……………….. 2. Name:-...............................
ANNEXES
1. Billing
1.1. Wholesale Internet Service Subscription Fee and Monthly
Payment
Monthly
Subscription
Service Access Speed Payment in
Fee
Birr
100 Mbps 119,740
200 Mbps 240,540
300 Mbps 361,340
400 Mbps 482,140
500 Mbps 602,940
600 Mbps 723,740
700 Mbps 844,540
800 Mbps 965,340
900 Mbps 1,086,140
Wholesale Internet 1 Gbps 1,235,932 343 Birr
2 Gbps 2,472,924
3 Gbps 3,709,916
4 Gbps 4,946,908
5 Gbps 6,183,900
6 Gbps 7,420,892
7 Gbps 8,657,884
8 Gbps 9,894,876
9 Gbps 11,131,868
10 Gbps 12,368,860
Note:
✓ All prices are exclusive of VAT.
✓ The vISP shall deposit one-month payment of the subscribed
wholesale Internet upfront. During service upgrading and
downgrading the initial deposit should also be modified.
Monthly Rent
Rented Line Length Monthly Rent for
for
in Meter Copper Line
Fiber Line
1 40.12 42.10
10 41.18 60.96
50 45.92 144.78
100 51.83 249.56
200 63.67 459.11
300 75.50 668.67
400 87.33 878.22
500 99.17 1,087.78
600 111.00 1,297.33
700 122.83 1,506.89
800 134.67 1,716.44
700 122.83 1,506.89
800 134.67 1,716.44
900 146.50 1,926.00
1000 158.33 2,135.56
Note:
✓ All prices are exclusive of VAT.
2. Customer Segmentation
vISPs can only serve residential and SOHO/SME customers.
✓ Residential customers are individual customers which subscribe
to internet service for home consumption.
✓ SOHO/SME customers are enterprise customers which subscribe
to internet service for office consumption and which include the
below customer groups.
SOHO/SME Customers
Government administration offices except:
✓ All Federal Government Administrative Offices and their
branches/offices: (Like Ministries, Authorities, Agencies,
Commissions…)
✓ Addis Ababa City Administration Offices with all its
branches/Sub Cities. Including Wereda considering them as a
branch
✓ All Regional State Government Offices including bureaus
Public service enterprises except:
✓ All Government/Public Hospitals (Both in Regions and
Addis)
✓ All Government/Public owned Higher Educational Institutes
(Both in Regions and Addis) – (Like Universities, Colleges,
TVET, Institutes, Centers, Academy…)
✓ All Governmental/ Public Communication/Broadcasting
Medias (Both in Regions and Addis)
✓ All Government/Public Owned Transportation and Utility
Companies (Both in Regions and Addis)
✓ All Government/Public Owned Hotels, 3 stars and above
(Both in Regions and Addis)
Private Service Enterprises except:
✓ All Privately Owned Hospitals
✓ All Private Universities and Colleges/institute
✓ All Service Oriented International Organizations
✓ All Private 3 stars and above Hotels (Both in Regions and
Addis)
✓ All Private Airways
✓ All Private Communication/Broadcasting Medias
✓ All Political Associations
✓ All Privately Owned Trading Business entity that will fulfill
all of the below criteria:
✓ The capital shall be >=10 million ETB
✓ The No of permanent employee should be >=50
✓ The organization shall have >= 2 branch offices (with
the Head office, 3 offices)
Production Enterprises Except:
✓ Factories or production enterprises
✓ Construction Companies
✓ Farming /Agriculture/ based Companies
✓ Mining and Exploration Companies
✓ Manufacturing Companies (Textile, leather, Cement….)
And that fulfill either of the below three criteria:
✓ The capital shall be >= 50 million ETB or
✓ The No of permanent employees shall be >=100
✓ Should be Export based companies
International Organizations and Embassies Except:
✓ All Embassies
✓ All International organizations (Non- Business Oriented)
✓ All International NGOs that will fulfill the below criteria: -
✓ The No of permanent employee should be >= 10 and
✓ The organization shall have >=1 branch offices (with the
Head office, 2 offices)
✓ Any Local NGOs and Associations that will fulfill the below
criteria: -
✓ The No of permanent employee should be >= 30 and
✓ The organization shall have >=1 branch offices (with the
Head office, 2 offices)