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Exhibit 10.10
LES SERVICES D'AFFAIRES TELEGLOBE
TELEGLOBE BUSINESS SERVICES
TELEGLOBE
Mr. Wilson Lee
Media Synergy Inc.
260 King Street East, Building C
Toronto, Ontario
M5A 1K3
July 7, 1999
Dear Mr. Lee,
Thank you for your request for quotation. Teleglobe Communications Services Inc.
("Teleglobe") is pleased to offer Media Synergy Inc. (the "Customer") the
services herein (collectively the "Globeinternet Service"). Please acknowledge
your acceptance of the content of this quotation (the "Quotation") and
Globeinternet Terms and Conditions attached hereto by signing and initializing
where indicated and returning them by fax to my attention at Teleglobe at (514)
868-7622. The fax transmission is for order confirmation only. Two copies of
this Quotation together with the Globeinternet Terms and Conditions have been
sent to you by post mail for signature. We will also be contacting you shortly
to confirm your ready for service date as well as to finalize the technical
details. Here below is the quotation:
GLOBEINTERNET SALES QUOTATION FOR DEDICATED INTERNET ACCESS
- dedicated access to the global commercial Internet
- one hour of set-up support and procedural assistance
- secondary and / or primary DNS service
- non-portable IP address numbers as immediately required and
justified under current ARIN policy
- 24x7 customer support with 800 support line
- access to Usenet hierarchies: can, comp, misc, news, rec, sci,
soc, talk and your regional hierarchy
- Teleglobe's router is located at: 825 Milner Avenue,
Scarborough, Ontario
- The customer's router is located at: 825 Milner Avenue,
Scarborough, Ontario
The current prices of the Globeinternet Services and related hardware are as
follows:
ITEM DESCRIPTION QUANTITY UNIT PRICE PRICE/MONTH
1 Burstable 100 Mbps Internet Link 1 Minimum $11,700.00*
2 Burstable 100 Mbps installation 1 $6000.00
3 10" X 11" sq. ft. co- location space 1 $35 sq. ft. $3850.00
4 Additional co-location space $25 sq. ft
* Please refer to Burstable 100 Mbps Internet Access pricing annex for complete
rate sheet.
The term for the Globeinternet Service is 12 months from the Service Date. All
dedicated access charges are billed one month in advance. The first invoice is
sent upon receipt of this Quotation signed by the Customer. Payment for all
router products and peripherals must be made in advance of shipment. All
applicable taxes are extra. Other terms and conditions of payment are as set
forth in the Globeinternet Terms and
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Conditions. This Quotation is subject to credit approval. Offer is valid for 30
days from the date of submission, and contingent upon a signed contract within
10 days thereafter and provisioning within 60 days after contract execution.
The Customer and Teleglobe hereby agree to be bound by all the terms and
conditions of this Quotation (including the attached Globeinternet Terms and
Conditions) by signing in the space provided below and initialing each page of
the attached Globeinternet Terms and Conditions. The Quotation (including
Globeinternet Terms and Conditions) are collectively hereinafter referred to as
the "Agreement".
TELEGLOBE COMMUNICATIONS SERVICES INC. MEDIA SYNERGY INC.
Signature /s/ Richard Gendron Signature /s/ Wilson Lee
Name of the authorized Name of the authorized
signatory Richard Gendron signatory Wilson Lee
Title Vice President, Sales & Marketing Title COO
Teleglobe Business Services Date Aug. 6, 1999
Teleglobe Communication Services Inc.
Date
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TELEGLOBE
100Mb ETHERNET - BURSTABLE INTERNET ACCESS
GLOBEINTERNET STANDARD RATE SCHEDULE
For port-only, local burstable 100Mb Ethernet Internet access in Montreal,
Toronto and Vancouver:
100Mb Ethernet - Burstable Internet Access
Bandwidth Range Installation Price per Mbps
0 - 10 Mbps $6000 $1,170
11 - 25 Mbps $6000 $1,080
26 - 45 Mbps $6000 $1,020
46 - 60 Mbps $6000 $975
61 - 80 Mbps $6000 $940
81 - 100 Mbps $6000 $900
Notes:
1. Prices are for a one year commitment.
2. This pricing supersedes any previous standard pricing.
3. Minimum monthly charge of $11,700.00 applies (0-10Mbps).
4. The above pricing includes Internet access port only. Local access
circuit and CSU/DSU are not included in the above pricing.
5. Teleglobe's Burstable Option for Globeinternet access uses the
"sustained usage" formula to determine the monthly access rate. At the
end of each month of service, based on samples taken every 5 minutes,
these samples are placed in ascending order and the 95th percentile is
taken as the "sustained usage rate". For example, if the sustained
usage rate for a given month is 6.0 Mbps (at the 95th percentile), the
monthly price for that month is $11,700.00 per the rate chart above.
Customer initials: /s/WL
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GLOBEINTERNET TERMS AND CONDITIONS
1. DESCRIPTION OF SERVICE. The Services shall consist of the provision by
TELEGLOBE of TCP/IP connectivity to the Internet, on a dedicated access
basis world wide from TELEGLOBE's Internet router identified in the
Quotation (the "Router"), using a local loop circuit between the
Customer's premises and the Router, at the Kbps or Mbps speed specified
in the Quotation. The Service will be generally available twenty- four
(24) hours a day, seven (7) days a week from the date of completion of
connection to the Router to provide connectivity to the Internet, the
completion of which shall be confirmed by TELEGLOBE in writing to the
Customer (the "Service Date"). The point of Interconnection with the
Customer shall be the Customer's interconnection location identified by
the Customer in the Quotation.
2. LOCAL LOOP FACILITIES. TELEGLOBE shall be responsible for ordering the
local loop between the Customer's premises and the Router and will
charge it back to the Customer.
3. DURATION. The Agreement shall enter into effect on the date of
acceptance by TELEGLOBE of the Quotation, such acceptance being
conditional upon credit acceptance by TELEGLOBE, and shall continue in
effect for the duration of the term set forth in the Quotation (the
"Initial Term"). It shall be renewed thereafter for the equivalent of
the Initial Term unless and until terminated by either party giving the
other not less than thirty (30) day notice in writing prior to the
expiration of the Initial Term or any renewal thereof. The Initial Term
shall commence on the Service Date.
4. PRICING AND BILLING
4.1 In consideration for TELEGLOBE providing the Service to the
Customer, the Customer shall pay TELEGLOBE the monthly and one-time
charges set forth in the Quotation (hereinafter collectively referred
to as the "Charges"). The Charges are expressed in Canadian currency
and all payments shall be made in Canadian dollars.
4.2 TELEGLOBE shall render monthly Invoices to the Customer. Any
invoiced amount shall be due and payable within thirty (30) days of the
invoice's date. TELEGLOBE shall not be responsible for any fraudulent
or unauthorized use of the Service.
4.3 In the event that the Customer disputes any invoiced amount, the
Customer shall provide TELEGLOBE with a reasonably detailed written
statement on or before the date when payment is due. If the amount in
dispute represents less than 5% of the total invoiced amount (excluding
any applicable tax), the total invoiced amount shall be payable on the
due date, as per the provisions of Article 4.2 herein. If the amount in
dispute represents 5% or more of the total invoiced amount (excluding
any applicable tax), the amount in dispute may be withheld by the
Customer until the dispute is resolved whereas the non-disputed amount
shall be payable on the due date, as per the provisions of Article 4.2
herein. The Customer and TELEGLOBE shall use their respective
commercially reasonable efforts to resolve any dispute as expeditiously
as possible and upon mutual agreement, an adjustment will be made on a
subsequent invoice (either a credit shall be issued by TELEGLOBE or the
withheld amount shall be paid by the Customer, along with interest as
set forth below).
4.4 All amounts due to TELEGLOBE by the Customer that are not paid when
due shall accrue extended payment interest, to the extent permitted by
applicable laws, at a fixed rate per annum equal to the National Bank
of Canada's publicly announced rate for ninety (90) day commercial
loans in Montreal in effect on the day following the due date, plus 2%.
Such extended payment interest shall accrue from the day following the
due date up to and including the date such payments is received by
TELEGLOBE, and such amount will be included in a subsequent invoice to
the Customer making late payment.
4.5 If the Agreement is terminated for any reason, the Customer shall
remain liable to pay invoices for payments arising under the Agreement
covering the period ending on the effective date of termination.
4.6 TELEGLOBE reserves the right at any time to require the Customer to
issue a deposit, irrevocable letter of credit or other form of security
acceptable to TELEGLOBE if the Customer's financial circumstances or
payment history is or becomes unacceptable to TELEGLOBE. Upon
TELEGLOBE's written request for a security, the Customer shall have
three (3) business days to provide or implement such security and if
the Customer fails to comply with such request within said period,
TELEGLOBE shall be authorized to immediately suspend the Service and/or
terminate this Agreement without further notice or demand.
4.7 All charges due hereunder are exclusive of all applicable taxes,
including sales taxes and product and services taxes and any other
similar taxes imposed by any authority, government or government agency
(except income
Please initial: /s/WL
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tax attributable to TELEGLOBE), all of which shall be paid promptly by
the Customer.
5. FACILITIES
5.1 TELEGLOBE shall use commercially reasonable efforts to maintain, or
cause to be maintained, TELEGLOBE's facilities in sufficient working
order to provide the Service to be furnished hereunder. Subject to the
foregoing, the Service is provided exclusive of any warranties, express
or implied, including warranties of merchantability or fitness for a
particular purpose or warranty of uninterrupted service, all of which
TELEGLOBE hereby specifically disclaims.
5.2 TELEGLOBE's subcontractors, agents and employees may, at reasonable
hours, enter premises on which Service is or is to be provided to
install, inspect, repair and remove its facilities, to inspect and
perform necessary maintenance in cases of network-affecting disruptions
involving Customer-provided facilities. TELEGLOBE will provide the
Customer with a reasonable advance notice when circumstances allow.
6. EQUIPMENT
6.1 TELEGLOBE may provide the Customer with such equipment (the
"Equipment") to provide the Customer access to the Service at the
Customer's premises. The Equipment shall be supplied and installed by
TELEGLOBE or TELEGLOBE's subcontractors or agents. The Equipment shall
be maintained and repaired only by Teleglobe or TELEGLOBE's
subcontractors or agents.
6.2 The Customer acknowledges that TELEGLOBE is the owner of all right,
title and interest in the Equipment, or has obtained the right to make
the Equipment available for use by the Customer from a third party. The
Equipment will at all times remain the property of TELEGLOBE or such
third party, as the case may be, regardless of the manner in which it
is installed in or attached at the Customer's premises. The Customer
shall be responsible for any loss or damage caused to the Equipment
from any cause whatsoever, unless such loss or damage is due to the
negligence of TELEGLOBE.
6.3 The Customer shall not without TELEGLOBE's prior written consent,
make any alteration, addition or correction to the Equipment, connect
any of Customer's equipment to the Equipment, or permit access to the
Equipment by any person not approved by TELEGLOBE.
6.4 The Customer shall purchase all risk insurance coverage sufficient
to protect the Equipment. The Customer shall name TELEGLOBE as an
additional insured on any policy or policies obtained with respect to
the Equipment and provide TELEGLOBE with a copy of such policies upon
TELEGLOBE's request. Such insurance policy shall contain endorsements
waiving any right of subrogation to any claim against TELEGLOBE and
requiring thirty (30) days written notice from the insurer to TELEGLOBE
before cancellation of or any change in such policy.
6.5 TELEGLOBE's subcontractors, agents or employees may, at reasonable
hours, enter the Customer's premises, to install, inspect, repair and
remove the Equipment.
7. LIMITATION OF LIABILITY
7.1 Except as specifically provided hereunder, TELEGLOBE, its
directors, officers, employees or agents, shall not be liable to the
Customer for any loss or damage incurred by reason of or incidental to
any delay in or interruption of the Service for any reason, or for any
failure in or breakdown of facilities associated with the Service
provided hereunder, whether those facilities are TELEGLOBE's facilities
or those of any third party, or for any mistakes, omissions, delays,
errors or defects in transmission occurring in the course of furnishing
the Service.
7.2 In no event will either party be liable to the other party for any
indirect, special, incidental, or consequential losses or damages,
including, without limitation, loss of revenue, loss of customers or
clients, loss of goodwill or loss of profits, arising in any manner
from this Agreement or the performance or non-performance of its
obligations hereunder.
7.3 The Customer agrees to Indemnify and to save TELEGLOBE, its
directors, officers, employees and agents harmless from and against all
claims arising from any deliberate or negligent acts or fault of, or
improper or unlawful use of the Service by the Customer or those
authorized by the Customer, which cause loss or damage to TELEGLOBE's
equipment or property, or death or injury to personnel, or interfere
with, or degrade facilities provided by TELEGLOBE, or disrupt the
operation thereof.
7.4 It is acknowledged by the Customer that TELEGLOBE does not operate
or control the Internet in any way whatsoever, and that all
merchandise, information, content and services offered or made
available or accessible on the Internet are offered or made available
or accessible by third parties with whom the Customer shall
Please initial: /s/WL
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contact directly for such services. Consequently, TELEGLOBE offers no
warranty, whether express or implied, and makes no representation with
regard to any merchandise, information and services offered or made
available or accessible on the Internet and TELEGLOBE shall not be
liable for Customer's reliance on or use of such merchandise,
information, content and services offered or make available or
accessible on the Internet.
7.5 TELEGLOBE does not restrict access to any destinations within the
Internet network; however, Customer acknowledges that other Internet
service providers may, from time to time, filter or restrict access to
other destinations within the Internet network, and Customer agrees
that TELEGLOBE shall have no liability for any such actions by such
third party Internet service providers.
7.6 In no event shall TELEGLOBE be liable for any loss, expense or
damage (including without limitation, direct, indirect, and
consequential damages) sustained by Customer in using the Service or in
accessing the Internet.
8. CUSTOMER'S USE
8.1 The Customer undertakes to TELEGLOBE that the Service shall be used
by it in a lawful and responsible manner.
8.2 The customer undertakes to supply TELEGLOBE with all relevant
technical information or specifications to enable the Service to be
appropriately configured. The Customer further undertakes that the
Service shall be utilized in such a way as to avoid any reduction in
the overall performance of the Service or the causing of any
interruption or interference with any other transmissions through or
via the Service.
8.3 TELEGLOBE reserves the right to cancel and/or temporarily suspend
the Service if: (i) TELEGLOBE detects fraud problems on its network
warranting the cancellation or interruption of the Service; or (ii) the
Customer is engaging in activities which may potentially or actually
cause disruption or damage to TELEGLOBE's network. TELEGLOBE shall use
commercially reasonable efforts to provide the Customer with advance
notice of such cancellation or interruption and in any case shall
endeavor to provide written confirmation of such action within a
reasonable time thereafter.
8.4 The Customer shall be responsible for providing, at its own
expense, the facilities located within its premises, at the entire
exoneration of TELEGLOBE. Without limiting the generality of the
foregoing, the Customer shall be solely responsible for the
installation, operation and maintenance of any equipment or software
required to access Internet.
8.5 The Customer shall not use the Service for the purpose of resale.
9. TERMINATION
9.1 Without prejudice to any other rights of the parties hereunder,
this Agreement may be terminated by the non defaulting party in
accordance with applicable provisions hereof and/or on the occurrence
of any of the following events; (i) Material breach of this Agreement
(other than the default of payment by the Customer) after written
notice thereof and failure of the breaching party to cure such breach
within thirty (30) days of receipt of such notice; (ii) A final
determination by any government entity having jurisdiction over the
Service provided under the Agreement that the relationship of the
parties and/or the Service provided hereunder are contrary to the then
existing laws; or (iii) The adjudication of bankruptcy of either party
under any bankruptcy or insolvency act, or the appointment of a
receiver or any act or action constituting a general assignment by a
party of its properties and interest for the benefit of its creditors.
9.2 TELEGLOBE, without prejudice to its other rights hereunder or at
law, may terminate this Agreement forthwith on duly notifying the
Customer to that effect in the event that the Customer fails to make
payment punctually by the due date.
10. ADVERTISING OR INFORMATION RELEASE AND CONFIDENTIALITY. Neither party
shall disclose the existence of this Agreement or any related facts to
any third party without the prior written consent to the other party.
Each party shall maintain the confidentiality of all information or
data of any nature ("Information") provided to it by the other party
hereto for a period of two (2) years from the date of disclosure of the
Information provided the Information contains a conspicuous marking
identifying it as "Confidential" or "Proprietary". Each party shall use
the same efforts (but in no case less than reasonable efforts) to
protect Information it receives hereunder as it accords to its own
Information. Despite any indication thereon, the above requirements
shall not apply to information which (a) is already known to the
receiving party at the time that it is disclosed; (b) is or becomes
publicly known through no wrongful act of the receiving party; (c) is
Please initial: /s/WL
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rightfully received from a third party without restriction on
disclosure and without breach of this clause 10; (d) is independently
developed by the receiving party; (e) is approved for release by
written authorization of the disclosing party; (f) is furnished by the
disclosing party to a third party without a similar restriction on
disclosure. This clause 10 shall not prevent any disclosure of
Information pursuant to a lawful order of court or agency with proper
jurisdiction, provided that prior to making such disclosure, the
receiving party shall use reasonable efforts to notify the disclosing
party of this required disclosure. All Information provided by any
party to the other hereunder shall be used solely for the purpose for
which it is supplied. The provision by TELEGLOBE of the Service in no
way grants to the Customer any title or ownership in intellectual
property which may be included or embodied therein, it being understood
that such intellectual property shall at all times remain the exclusive
property of TELEGLOBE.
11. MISCELLANEOUS
11.1 No failure or omission by either party to carry out or observe any
of the terms and conditions of this Agreement, except for payment
obligations, shall give rise to any claim against the party in question
or be deemed a breach of this Agreement if such failure or omission
arises from an Act of God, or any other force majeure, an act of
Government, or any other cause beyond the reasonable control of that
party. No term or provision of this Agreement shall be deemed waived,
and no breach or default shall be deemed excused, unless such waiver or
consent is made in writing and signed by the party claimed to have
waived or consented. No consent by any party to, or waiver of, a breach
or default by the other, whether express or implied, shall constitute a
consent to, waiver of, or excuse for any different or subsequent breach
or default.
11.2 This Agreement represents the final terms of understanding between
the parties. The Agreement sets forth the terms and conditions upon
which the activities of the parties as to matters set forthwith herein
will be based and no negotiations, promises or discussions conducted
prior to execution of the Agreement not specifically set forth herein
shall be of any force or effect. This Agreement may only be modified,
altered, supplemented, or amended or any covenant herein or default
hereunder waived upon the execution and delivery of a written agreement
signed by the parties. It is agreed by the parties that this Agreement
shall be governed by and interpreted in accordance with the laws of the
Province where the Customer has its legal address and the laws of
Canada applicable therein. The Customer has agreed that this Agreement
be drawn up in English. Le Client a consenti a ce que le present
contrat soit redige en langue anglaise.
11.3 The Customer shall not, without the prior written consent of
TELEGLOBE, sell, assign, transfer or in any manner dispose of its
rights or obligations under this Agreement. 11.4 The relationship
between and among the parties hereto shall not be that of partners and
shall be limited to the express provisions of this Agreement. Nothing
herein shall be deemed to constitute a partnership or "societe de fait"
between and among them, or to merge their assets or their fiscal or
other liabilities or undertakings, nor shall it allow a party to act as
a mandatory agent of the other party, except to the extent specifically
permitted.
11.5 If any term or provision of this Agreement is found to be illegal
or unenforceable, then, notwithstanding such illegality or
unenforceability, this Agreement shall remain in full force and effect
and such term or provision shall be deemed to be deleted and shall be
replaced, if possible, by a mutually acceptable provision which comes
closest to the intention of the parties. The terms and provisions
contained in this Agreement that by their sense and context are
intended to survive the performance thereof or hereof by any or all
parties shall so survive the completion of performance and termination
of this Agreement, including, without limitation, the making of any and
all payment due.
11.6 Unless otherwise provided for in this Agreement, all notices,
requests or other communications to be given under this Agreement shall
be in writing, addressed to the parties at their respective addresses
set forth in the Quotation. If any party wishes to alter the recipient
or address to which communications are sent hereunder, it may do so by
providing the name of the new recipient or a new address, in writing,
to the other party.
Please initial: /s/WL
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TELEGLOBE
ACCEPTABLE USE POLICY
1. PURPOSE. The purpose of this Acceptable Use Policy (hereinafter the
"Policy") is to protect Teleglobe and the users of Teleglobe's network
from illegal or improper use of the Service.
2. MODIFICATION. Teleglobe reserves the right to modify this Policy at any
time.
3. RESPONSIBILITY. The Customer shall ensure that its own customers and/or
end-users abide by the terms and conditions of this Policy.
4. RIGHT TO TERMINATE THE AGREEMENT. Teleglobe may, in its absolute
discretion, terminate this Agreement forthwith without further notice
and without any liability to the Customer if Teleglobe discovers or is
advised by anyone that the Customer engages in any activity which may
constitute an abuse of the Service, including, without limitation, the
following:
4.1 Sending unsolicited electronic mail messages leading to
complaints from any user of Teleglobe's network;
4.2 "Mailbombing" which consists of sending massive quantities of
unsolicited electronic mail messages to individual users of
Teleglobe's network or individual business accounts using
Teleglobe's network;
4.3 Using any mechanism precluding a user from identifying the
sender of an electronic mail message;
4.4 Posting off-topic messages to one or several newsgroups;
4.5 Using Teleglobe's network in a manner which would interfere
with the use of the Service by other users of Teleglobe's
network;
4.6 Perform any activity that would cause a denial or blockage of
the Service on Teleglobe's network.
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GLOBEINTERNET
SERVICE LEVEL AGREEMENT
This Service Level Agreement ("SLA") shall form an integral part of the
Agreement entered into between the Customer and TELEGLOBE for the Globeinternet
Service.
1. DEFINITIONS
In this SLA, the following terms and expressions shall have the
following meanings:
1.1 "SERVICE UNAVAILABILITY" shall consist of the number of
minutes that the Service is not available to the Customer due
to a complete interruption of the Service caused by the
failure or breakdown of TELEGLOBE's network excluding: (i) any
Planned Interruption; (ii) any interruption caused by
customer-provided equipment and the Router; (iii) any
interruption of the local loop circuit between the Customer's
premises and the Router and/or connection between
customer-provided equipment, applications or facilities; (iv)
any interruption caused by an act or omission of the Customer;
or (v) any interruption caused by force majeure.
1.2 "PLANNED INTERRUPTION" shall mean a complete interruption of
the Service planned by TELEGLOBE for the purpose of performing
maintenance and/or repair activities on its network;
1.3 "NORTH AMERICAN LATENCY" shall mean the duration of the
round-trip transmissions between the North American Hub
Routers;
1.4 "TRANSATLANTIC LATENCY" shall mean the duration of the
round-trip transmissions between the Transatlantic Hub
Routers;
1.5 "NORTH AMERICAN HUB ROUTERS" shall mean the TELEGLOBE-
designated inter-regional transit backbone routers in
North America;
1.6 "TRANSATLANTIC HUB ROUTERS" shall mean the TELEGLOBE-
designated inter-regional transit backbone routers in
North America and England.
2. AVAILABILITY GUARANTEE
2.1 The Service shall be available 99.95% of the time.
2.2 For each cumulative hour of Service Unavailability exceeding
0.05% of the time in
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any calendar month, TELEGLOBE shall provide the Customer with
a credit corresponding to 1/30th of the monthly charges
applicable for this calendar month.
2.3 No credit shall be allowed under Article 2.2 above unless
TELEGLOBE has received a written request of credit from the
Customer.
2.4 The commencement and ending of any Service Unavailability
shall be determined solely by TELEGLOBE.
3. LATENCY GUARANTEE
3.1 The North American Latency shall correspond to an average of
85 milliseconds or less.
3.2 The Transatlantic Latency shall correspond to an average of
120 milliseconds or less.
3.3 The North American Latency and the Transatlantic Latency shall
be measured by TELEGLOBE by averaging sample measurements
taken every thirty (30) minutes during a calendar month
between the North American Hub Routers for the North American
Latency and between the Transatlantic Hub Routers for the
Transatlantic Latency.
3.4 If the North American Latency exceeds 85 milliseconds in two
(2) consecutive calendar months, TELEGLOBE shall provide the
Customer with a credit corresponding to 1/30th of the monthly
charges applicable for the second month of the two (2)
consecutive month period.
3.5 If the Transatlantic Latency exceeds 120 milliseconds in two
(2) consecutive calendar months, TELEGLOBE shall provide the
Customer with a credit corresponding to 1/30th of the monthly
charges applicable for the second month of the two (2)
consecutive month period.
3.6 No credit shall be allowed under Articles 3.4 or 3.5 above for
failure to meet the Latency Guarantee attributable to force
majeure or any cause beyond TELEGLOBE's reasonable control.
4. INSTALLATION GUARANTEE
4.1 The Service shall be ready to be used by the Customer on the
ready-for-service ("RFS") date promised by TELEGLOBE to the
Customer. If TELEGLOBE fails to have the Service ready to be
used by the RFS date, for reasons not attributable to force
majeure or any of the Customer's act or omission, TELEGLOBE
shall credit 50% of the installation charge applicable for the
Service.
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