| NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. In consideration of observance of mutual covenants as well as payment of the licence fee payable in terms of schedule ‘B’ and due performance of all the terms and conditions on the part of the LICENSEE, the LICENSOR does, hereby, grant on non-exclusive basis, licence to establish, maintain and operate Service in the area given in Schedule "A",on the terms and conditions mentioned in Schedule "C" annexed hereto.
2. The licence is granted initially for a period of 15 years unless terminated for default or for insolvency or for convenience or for transfer of the licence under the provisions of condition "12" of Part II, Schedule "C". If requested by LICENSEE, extension of the Licence , unless terminated earlier under condition "10" of the Schedule "C" Part –II, may be granted by the LICENSOR at suitable terms and conditions for a period of FIVE YEARS or more at one time. The decision of the LICENSOR in this respect shall be final. The Licensor may extend or refuse the extension of the Licence on request of the licensee received latest by the end of 14TH YEAR from the effective date and in the absence of such request for extension, the Licence shall automatically be terminated as per due date.
3. The licence shall be governed by the provisions of the Indian Telegraph Act 1885, Indian Wireless Telegraphy Act 1933 and TRAI Act 1997 as modified from time to time.
4. Unless otherwise stated or appearing from context, all the schedules annexed hereto including the certificates given along with application form and Guide lines on Internet service no.845-51/97-VAS as well as Guidelines for issue of permission to offer Internet Telephony Services dated 21st March, 2002 will form part and parcel of this agreement. Provided, however, in case of conflict or variance on an issue relating to this agreement, the terms set out in the main body of this agreement read with all the Schedules annexed hereto shall prevail.
5. In this Agreement, words and expressions will have the same meaning as is respectively assigned to them in Schedule "C".
6. The LICENSOR may at any time revoke the Licence by giving a written notice of 30 days after affording a reasonable opportunity of hearing on the breach of any of the terms and conditions herein contained or in default of payment of any consideration payable by the Licensee as provided hereunder.
7.1 The LICENSEE shall clearly indicate the specifications of the SERVICE to the subscribers at the time of entering into contract with such subscriber.
7.2 In case of any complaint or dispute with regard to the Service from any subscriber of the service, such complaint or dispute shall be a matter between such subscriber of the service and the licensee only. The Government/licensor, BSNL, MTNL, VSNL or any other service provider licensed to provide connectable systems shall not be party to any such complaint/dispute. The licensee shall be responsible to suitably notify the above to all his subscribers of the service before registering a request for and provisioning of the service.
7.3 The Licensee shall be solely responsible for installation, networking and operation of necessary equipment and systems, treatment of subscribers’ complaints, issue of bills to its subscribers, collection of the revenue, attending to claims and damages arising out of the services provided by him. The LICENSEE shall make its own arrangements for all infrastructures involved in providing the SERVICE. Further the Licensee shall clearly display and publicise major specifications of subscriber terminal equipment at his premises which are necessary for interworking/interfacing to telephone network.
8. The licensee shall be free to fix his own tariff to be charged from subscribers. The tariff shall be left open to be decided by market forces. However, the TRAI (Telecom Regulatory Authority of India) may review and fix a tariff at any time during the validity of the licence which shall be binding on the Licensee.
8.1 The licensee shall be responsible to obtain its own IP address and domain name from the competent authorities. In case the IP addresses are taken from the Department of Telecommunications, the same are non-portable and have to be returned to DOT at the termination of connectivity contract.
9. The Performance Bank Guarantee of requisite amount shall be furnished from time to time by the LICENSEE as required under the terms and conditions of this Licence Agreement and in the proforma as provided in Schedule ‘D’ annexed hereto.
10. The LICENSEE shall not , without the prior written consent (can be granted only as described below) of the Licensor, either directly or indirectly, assign or transfer its rights in any manner whatsoever to any other party or enter into any agreement for sub-licence and / or partnership relating to any subject matter of the licence to any third party either in whole or in part. Any violation of this term shall be construed as a breach of Licence Agreement and the licence shall be liable for termination. Provided, however, that installation of systems, equipment and network can be given on contract, but, providing the SERVICE can not be given to another party on contract. Provided, further, that the licensee can always employ or appoint agents and servants.
Provided that the aforesaid written consent permitting transfer or assignment will be granted
(i) In accordance with the terms and conditions and procedures described in Tripartite Agreement if duly executed amongst LICENSOR, LICENSEE and LENDERS.
(ii) Whenever a merger of two licensee or other (Indian) companies is approved vide High Court but no compromise in competition occurs in the provision of service.
11. The LICENSOR reserves the right to, in case of a default of any of the terms and conditions stipulated in the Licence Agreement, impose any penalty as it may deem fit under the provisions of this agreement.
12. Notwithstanding anything contained hereinbefore, it is further agreed and declared by the parties that:-
(i) The licence is issued on non-exclusive basis i.e. other vendors may be granted licence for the same service in the same area at the discretion of the Licensor. DOT itself or through a designated Public Authority, has the right to operate the service in any/all service areas.
(ii) The LICENSOR reserves the right to modify at any time the terms and conditions of the licence covered under Schedule "A", "B", "C" and "D" annexed hereto , if, in the opinion of the LICENSOR, it is necessary or expedient to do so in the interest of the general public or for the proper conduct of telegraphs or on security consideration, provided further that the licensor reserves right to review the terms of this agreement based on the policy of further liberalization whenever articulated in the context of New Telecom Policy.
(iii) Notwithstanding anything contained anywhere else in the Licence Agreement, the LICENSOR’s decision shall be final on all matters relating to this Agreement and application of terms and conditions herein.
(iv) The LICENSOR reserves the right to take over the entire services, equipment and networks of the LICENSEE, in part or in whole of the Service Area, or revoke/terminate/suspend the licence in the interest of national security or in the event of a national emergency/war or low intensity conflict or any other eventuality in public interest as declared by the Government of India. The specific orders or directions from the Government issued under such conditions shall be applicable to the LICENSEE.
13. Individuals or groups of organisations both in private and Government sectors are permitted to deploy, indigenous or imported, encryption equipments for providing secrecy in transmission up to a level of encryption to be specified by Telecom Authority. However, if encryption equipments of levels higher than specified are to be deployed, individuals/groups/organisations shall obtain Government clearance and shall deposit one set of keys with the Telecom Authority.
14. In supersession of any thing provided elsewhere, the effective date of this licence shall be ………………….. The licence shall expire on …………………….
15. The Licence is granted to the LICENSEE on the condition that any change in the Indian Partners or their equity participation should be as stipulated in the Indian Companies Act 1956.
The LICENSEE shall be responsible to ensure that the total foreign equity in the LICENSEE Company does not, at any time, exceed 74% of the total equity, whenever it is likely to set up or has set up International gateways.
The present Indian & Foreign partners/promoters and their equity held in the LICENSEE Company as intimated by the company are recorded as follows:-
Promoter/partner Indian/Foreign Equity held in the
LICENSEE Company
16. All matters relating to this licence will be subject to jurisdiction of Courts in Delhi/New Delhi only.
17. This license agreement replaces the old ISP license agreement No.…………………….. dated …………………., direction No. 820-1/98-LR(Pt.II) dated 6th August, 1999 and Amendments No : 820-1/98-LR dated 10th October, 2001, 5th November, 2001 and 8th March, 2002 and the old license is hereby cancelled with effect from today.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed through their respective authorised representatives the day and year first above written.
Signed and Delivered for and on behalf of President of India
By Shri_____________________
Assistant Director General(LR ), DOT
Signed on behalf of M/s _____________________________
By ______________________________________, holder of General Power of Attorney dated ________________executed in accordance with the Resolution No.____________ dated _____________passed by the Board of Directors, in the presence of :-
Witnesses:
1.________________________________
2. ______________________________
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