Reference Offer Schedule 2: Billing & Payments

Transcription

1 Reference Offer Schedule 2: Billing & Payments Contents SECTION 1. Introduction 2. Recording of Billing Information for Calls 3. Exchange of Billing Information for Calls 4. Billing for Interconnect Capacity 5. Billing for Other Services 6. Invoices 7. Payment 8. Disputes 1. Introduction 1.1. This Schedule 2 (Billing & Payments) is a bilateral agreement between Sure and each Telco that has signed this Agreement with Sure It is effective from the date of signature of the Agreement and will remain in effect until amended following agreement of the Parties to such amendment or following determination by the Director General This Schedule 2 is contractually binding on both Sure and the Telco In this Schedule 2, a reference to a Clause or Appendix unless stated otherwise, is to a Clause or Appendix of this Schedule 2. Words and expressions, unless defined in the Telecommunications Law or otherwise, shall have the meaning given in this Schedule 2. For the sake of convenience all definitions are also contained in Schedule 1 (Definitions). Should the definition given in Schedule 1 differ from the definition in this Schedule 2, the definition in this Schedule 2 will prevail. 1.5 Definitions Agreement This agreement, its Schedules and Appendices. 1

2 Answer Signal Appendix Billing Information Billing Party Billing Period Billing System Business Day Call Call Duration Calling Line Identification (CLI) Sure Charge Rate Period Charges Clause A signal sent by one Party to the other Party to denote an answered Call. A reference to an Appendix is a reference to an appendix to a Schedule to this Agreement and any reference to this Agreement includes any such Appendix. Such information provided, pursuant to Schedule 2, by one Party to the other in support of invoices issued under this Agreement, as agreed by the Parties, to enable the billed Party to validate an invoice. The Party generating, and issuing to the other Party, invoices under this Agreement, in accordance with Schedule 2. The monthly period ending on the last day of every calendar month. The system used by the Billing Party to generate bills relevant to this Agreement. A day, Monday through Friday, that is a normal working day in the Bailiwick. The set-up, holding and ending of a transmission path through the System of either Party into the System of the other Party for conveyance of Messages. A reference to the conveyance of Calls by a Party means the establishment by that Party of a transmission path through that Party's System and the conveyance by that Party in accordance with this Agreement of a Message (if any) over such transmission path. Period between Call Start and Call End. The information identifying the Subscriber Connection from which a Call is generated; also known as ANI. Sure (Guernsey) Limited The period of time for which a specific Call Charge applies as further defined in Schedule 5. The amounts specified in Schedule 5 or 7, which are payable pursuant to Clause 9 of the Agreement and Schedule 2. A reference to a Clause is a reference to a clause of this Agreement. Default Interest Rate Base annual lending rate of the Bank of England in force from time to time plus 4%. Director General (DG) The holder of the Office of the Director General of Utility Regulation established by Part 1 of the Regulation of Utilities (Bailiwick of Guernsey) Law, Due Date Early Termination Charges Estimated Invoice Interconnect Capacity Interconnect Link The date that is fifteen Business Days from the date on which the invoice is issued, pursuant to Clause 6 of Schedule 2. The Charges referred to as such in Clause 4.5 of Schedule 2 and, from time to time, in Schedule 5. In the event that the Billing Information is not available to either Party to produce an invoice for Calls within the time frames specified in clause 3.2 of Schedule 2, the Parties agree that an invoice may be estimated, based on Call volumes from the invoice for the immediately preceding Billing Period, to produce as Estimated Invoice. The transmission capacity and switch capacity used for E1 Interconnect Links. Bi-directional E1 transmission facilities within a Carrier System. 2

3 Interconnect Traffic All Calls passed over the Interconnect Links for which there is an entry in Schedule 6. Interconnect Usage Report Party Quarter Schedule The report relating to interconnect usage, produced by reference to applicable time of day/ period, by the Billing Party, in the form set out in Clause 3.1 of Schedule 2. Either the Telco or Sure in this Agreement, according to context. The three-month period commencing on 1 January, 1 April, 1 July and 1 October, respectively A reference to a Schedule is a reference to a schedule to this Agreement and any reference to this Agreement includes any such Schedule. Service Services described in Schedule 3 and Services, which are listed in Schedule 5. Service Supplier Service Taker System Telco Telecommunications Law The Party who provides a Service. The Party who requests a Service. Telecommunications Facilities including but not limited to switches, routers and Interconnect Links. The Party entering into this Agreement with Sure. The Telecommunications (Bailiwick of Guernsey) Law Recording of Billing Information for Calls 2.1. Each Party shall, for those Calls for which it is the Billing Party, collect for each individual Call, record (whether in bulk or on an itemised Call basis) and process in accordance with Clause 2.2, the Billing Information There shall be recorded, for each Call for which there is an entry in Schedule 6, (Schedule of Services Taken) the following: Interconnect Link identifier; the dialled digits and/or such other information as may be agreed; CLI (if available); the date and time when the Answer Signal is received by the Party providing the Billing Information; and Call Duration (whether measured or derived) to the nearest second The Billing Party shall provide the other Party with the invoice and the appropriate supporting Billing Information as described in Clause 3 to enable the other Party to validate the invoice. 3

4 3. Exchange of Billing Information for Calls 3.1. The Billing Party shall process the information specified in Clause 2.2 to produce such information by the applicable time of day/period in summary form and to complete a report of the interconnect usage (the "Interconnect Usage Report") in the following generic form: TIME CALL TYPE AS PER INTERCONNECT PRICE LIST TOTAL Day Call# N D SN D Day Mins M D SM D Day Rev R D SR D Evening Call# N E SN E Evening Mins M E SM E Evening Rev R E SR E Weekend Call# N W SN W Weekend Mins M W SM W Weekend Rev R W SR W Total Call# N SN Total Mins M SM Total Rev R SR or such other form of Interconnect Usage Report as the Parties may from time to time reasonably agree. Where: N = the total number of Calls M = the total Call Duration R = the total Charge which will comprise of: M x rate per minute, or N x rate per Call, or M x rate per minute + N x rate per call Subscript D = Daytime Subscript E = evening Subscript W = Weekend 4

5 The rate per minute and rate per call being in accordance with Schedule 5 (Interconnect & Access Price List) as amended from time to time The Interconnect Usage Report shall be provided, in a format to be agreed by the Parties, by the Billing Party to the other Party together with the resulting invoice not earlier than 2 weeks and not later than 5 weeks after the end of each Billing Period The Billing Period of Interconnect Traffic shall be monthly commencing from 00:00 hours on the 1 st day of each calendar month Subject to the requirements of the Data Protection (Bailiwick of Guernsey) Law 2001, and any amendments thereto, regulations adopted thereunder, and any other data protection legislation that may be enacted from time to time, the Billing Party shall store, for a period of 36 months, Billing Information in such summary format and in such amounts as shall be sufficient to recalculate the amounts due from one Party to the other to take account of changes in the relevant entries in Schedule 5 (Interconnect & Access Price List) If the System or the Billing System of either Party malfunctions and fails to provide all of the Billing Information necessary for the Billing Party to prepare an invoice, the other Party shall at the request and reasonable expense of the Billing Party use its reasonable endeavours to supply the missing Billing Information to the Billing Party. The Billing Party shall not incur legal liability for the preparation of an inaccurate or incorrect invoice as a result of inaccuracies in such Billing Information provided by the other Party to the Billing Party. The Parties acknowledge that Billing Information supplied by the other Party pursuant to this Clause shall have been supplied via a verification system (rather than a Billing System) and such other Party cannot warrant that the information is free of error If the Parties' monitoring of their respective Billing Information indicates a persistent inconsistency in reconciling Billing Information provided by the Parties' respective Billing Systems, the Parties shall use their reasonable endeavours to ascertain the cause of such inconsistency, including, subject to the Parties' agreement, the reference of the matter for investigation and resolution by such appropriate independent expert as the Parties may agree, or in default of agreement as to the identity of such independent expert, as may be nominated by the Institute of Chartered Accountants. Such independent expert shall act as an expert and not as arbitrator and his or her decision, in the absence of manifest error, shall be final and binding. The Parties shall co-operate in such investigation. The independent expert's costs for such investigation shall be paid by the Parties in such proportions as the independent expert shall decide. 5

6 3.7. Save as may be otherwise provided in a Schedule, Charges shall not be payable under this Agreement by either Party to the other for the conveyance of a Call if the Call is not connected on occasions when there is a "ring" tone with no reply, an "engaged" tone or "number unobtainable" tone For the avoidance of doubt, if a Call Duration extends over 2 or more Charge Rate Periods the Call shall be recorded as a single Call in the Charge Rate Period applying at the commencement of the Call and the Call Duration shall be apportioned and recorded in each of the Charge Rate Periods applicable to that Call For the avoidance of doubt, in the event that Calls, not expressly provided for by way of inclusion in Schedule 6 (Schedule of Services Taken), are handed over for conveyance from one Party to the other, a charge equivalent to the prevailing non-discounted retail rate charged by the other Party shall be applied. 4. Billing for Interconnect Capacity 4.1. Billing for Interconnect Links shall be carried on in accordance with the Charges specified in Schedule 5 (Interconnect & Access Price List) The commencement of charging for Interconnect Capacity will be in accordance with Schedule 4 (Service Level Agreements) Billing for Interconnect Links shall be Quarterly in advance. The Billing Period of Interconnect Links shall be Quarterly, with each Quarter commencing on 1 st January, 1 st April, 1 st July and 1 st October, respectively Billing for Interconnect Capacity shall include an initial invoice for installation Charges and rental Charges from the date of commencement of charging to the start of the next Billing Period for Interconnect Links One-off Charges and recurring Charges in the first year of operation of the Agreement and recurring Charges in each year thereafter, will be split between the Parties. These Charges will be payable in accordance with the ratio of forecast traffic between the Parties. Each Party will pay the proportion of the other Party's Charges that relates to its own forecast usage of Services (including but not limited to termination Services, origination Services and transit Services), as Service Taker of the Services in question. For the avoidance of doubt, the oneoff Charges and recurring Charges referred to in this Clause do not include any Early Termination Charges. 4.6 At the end of the first twelve (12) months and at the end of each year thereafter, the actual traffic sent by each Party as a proportion of the actual traffic sent by both Parties will be used to apply a retrospective adjustment to the Charges for the Interconnect Capacity. 4.7 The invoice for Interconnect Capacity shall be provided, in a format to be agreed by the Parties, by the Billing Party not earlier than 2 weeks and not later than 5 weeks after the end of each Billing Period. 6

7 4.8 At the end of the first twelve (12) months and at the end of each year thereafter, the Service Supplier will prepare a reconciliation statement showing the adjustments (if any) to be made to the Charges pursuant to Clause 4.6 of this Schedule. The relevant Party will invoice the other for any sums due as a result. 4.9 The Billing Party may bill for only those Interconnect Capacity listed under Schedule 6 (Schedule of Services Taken). 5 Billing for Other Services 5.1 Billing for Services provided for under this Agreement, other than Calls or Interconnect Links, for which the Billing Party is entitled to charge the other Party shall be done in accordance with the Charges and Billing Periods specified from time to time in Schedule 5 (Interconnect & Access Price List) 6 Invoices 6.1 At the end of each Billing Period, the Billing Party shall submit to the other Party, invoices for Charges for Calls as outlined in Clause 3, Interconnect Links as outlined in Clause 4 and any other Services as may be provided for under this Agreement for which the Billing Party is entitled to charge the other Party during such Billing Period. 6.2 All Charges payable under this Agreement shall be calculated in accordance with this Agreement and at the rates specified in Schedule 5 (Interconnect & Access Price List). Invoices for Charges shall be invoiced and paid for in accordance with Clauses 9 and 11 of the main body of this Agreement 6.3 For the avoidance of doubt, an invoice (including an invoice based on estimated information) shall be dated as of the date of dispatch of that invoice. 6.4 For Services (other than Calls and Interconnect Links) the Billing Party shall provide with the invoice appropriate Billing Information to enable the other Party to accurately process the invoice for such Services. 6.5 In the event that the Billing Information is not available to either Party to produce an invoice for Calls within the time frames specified in Clause 3.2, the Parties agree that an invoice may be estimated ('Estimated Invoice'). Such estimation will be based on Call volumes from the invoice for the immediately preceding Billing Period. 6.6 If, within 6 months of the date of issue of an Estimated Invoice, either Party is able to supply the necessary Billing Information relating to the Billing Period for which the aforementioned Estimated Invoice has been delivered to the other Party under Clause 6.5, the amounts due to the Billing Party in respect of any subsequent invoice(s) submitted to the other Party shall be adjusted accordingly by the amount over or under paid by the other Party in respect of the Estimated Invoice, save to the extent already paid or refunded. 7

8 7 Payment 7.1 Subject as stated below, all Charges due from one Party to the other under this Agreement shall be payable by the Due Date. 7.2 If, pursuant to Clause 8.1, either Party shall have notified the other of a dispute relating to such invoice and such dispute shall not have been resolved before the Due Date, and if the amount in dispute represents: a sum less than 5,000 and less than 5% of the total amount of the relevant invoice, the total amount invoiced shall be due and payable on the Due Date; or a sum of at least 5,000 or 5% or more of the total amount of the relevant invoice, the amount in dispute may be withheld until the dispute is resolved and the balance shall be due and payable on the Due Date. 7.3 Notwithstanding notification of a dispute pursuant to Clauses 7.2 or 7.5, if a Party fails to pay on the Due Date any amount due under this Agreement or overpays any amount, the payee or, as the case may be (subject to Clause 7.5) the over-payer, shall pay or be paid interest at the Default Interest Rate as at the Due Date or date of the overpayment in respect of any such amount outstanding, whether before or after any court judgement or other award 7.4 Interest at the Default Interest Rate shall accrue day by day and shall not be compounded. For late payment, interest at the Default Interest Rate shall be from and including the day after the Due Date ending on the date of payment. In the case of a refund, interest at the Default Interest Rate shall be from the Due Date of the original amount, ending on the date of the refund in full. 7.5 If such overpayment results from information provided by the over-payer (which is not attributable to information provided by the payee Party), the payee Party shall be under no obligation to pay any interest at the Default Interest Rate on the amount overpaid. 7.6 Where appropriate, any value added or other applicable tax shall be added to all or any part of the Charges under this Agreement, and shall be paid by the Party responsible for making such payment. 8 Disputes 8.1 Each Party shall use its reasonable endeavours to resolve disputes relating to the accuracy of an invoice with the other. If either Party ("the disputing Party") disputes the accuracy of an invoice delivered under this Agreement, the disputing Party shall, as soon as practicable, notify in writing the other Party of the nature and extent of the problem. If the problem remains unresolved on the last but one Business Day before the Due Date, 8

9 the disputing Party may invoke the formal billing dispute procedures set out in Clause 8.2 by written notification to the other, such notification to be given not later than one week after the Due Date of the relevant invoice. The disputing Party shall include with such notice all details reasonably necessary to substantiate its claim, which details shall be reasonably capable of being verified by the other Party. 8.2 Following a notification made under Clause 8.1 that either Party wishes to invoke the formal billing dispute procedures, the Parties shall consult and endeavour to resolve the dispute in accordance with Clauses 35.2 to 35.4 (inclusive) of the main body of this Agreement. 8.3 Notwithstanding the provisions of Clause 8.1, if the Parties fail to resolve any dispute within two months from the Due Date of the relevant disputed invoice (or such extended period as the Parties may agree) either Party may (by written notice to the other to such effect) refer the dispute for investigation and resolution by such chartered accountants as the Parties may agree, or in default of such agreement, as may be nominated by the Institute of Chartered Accountants. Such chartered accountants shall act as an expert and not as arbitrator and whose decision, in the absence of evidence of manifest error, shall be final and binding. The Parties shall co-operate in such investigation and, if any sums are found to be due or overpaid in respect of the disputed invoice such sum shall be paid or refunded (with interest payable or paid pursuant to Clause 7.3), as the case may be, within 2 weeks from the date of resolution or earlier settlement between the Parties. 8.4 The costs of the chartered accountant agreed or nominated pursuant to Clause 8.3 shall be paid by the disputing Party unless the relevant invoice is established to have been incorrect by more than the lesser of (a) 5% of the total amount of the Charges specified in the invoice and (b) 5,000, when the Billing Party shall pay such costs. 8.5 The above procedures are without prejudice to any other rights and remedies that may be available in respect of any breach of any provision of this Agreement. 8.6 Though it is the good faith intention of the Parties to use the above dispute resolution procedures to the fullest extent to try to resolve such a dispute, either Party may invoke the provisions of Clause 35.7 of the main body of this Agreement. 9