EXHIBIT 4.26
CABLE & WIRELESS (WEST INDIES) LIMITED
("C&W") INTERNET ORDER FORM
Customer Name: EFS Caribbean Ltd.
Service Address: Sumita House
Newgate Street
St. John's
Antigua
Telephone No.: 480-1650
Service Upgrade Charge Rental Per Month
------- -------------- ----------------
C&W Dedicated 1024kb EC$ 0.00 EC$50,544.00
Internet Connection.
Security Deposit (Refer to file: Acct no: 97000606-0100)
Service Commencement: August 24th 1999
Corrective Maintenance Hours: 12:00 GMT - 20:00 GMT
Overtime Hours: 20:01 GMT - 11:59 GMT
Overtime Rate: EC$125.00 per hour.
This order includes C&W's Standard Internet Service Terms and Conditions which
are attached hereto and form part of the Agreement between Customer and C&W for
the provision of Internet service. This Order is accepted by C&W on the date of
service initiation.
In Witness whereof the parties have executed this agreement the day and year
before written.
SIGNED by duly authorized for and on behalf of
CABLE AND WIRELESS (WEST INDIES)LTD. ________________________________
SIGNED by duly authorized for and on behalf of
EFS CARIBBEAN LTD. ________________________________
Date: _____________________
CABLE & WIRELESS (WEST INDIES) LIMITED
("C&W") INTERNET ORDER FORM
Customer Name: EFS Caribbean Ltd.
Service Address: Sumita House
Newgate Street
St. John's
Antigua
Telephone No.: 480-1650
Service Upgrade Charge Rental Per Month
------- -------------- ----------------
C&W Dedicated 512kb EC$ 0.00 EC$46,000.00
Internet Connection.
Security Deposit (Refer to file: Acct no: 97000606-0100)
Service Commencement: July 27th 1999
Corrective Maintenance Hours: 12:00 GMT - 20:00 GMT
Overtime Hours: 20:01 GMT - 11:59 GMT
Overtime Rate: EC$125.00 per hour.
This order includes C&W's Standard Internet Service Terms and Conditions which
are attached hereto and form part of the Agreement between Customer and C&W for
the provision of Internet service. This Order is accepted by C&W on the date of
service initiation.
In Witness whereof the parties have executed this agreement the day and year
before written.
SIGNED by duly authorized for and on behalf of
CABLE AND WIRELESS (WEST INDIES)LTD. ________________________________
SIGNED by duly authorized for and on behalf of
EFS CARIBBEAN LTD. ________________________________
Date: _____________________
CABLE & WIRELESS (WEST INDIES) LIMITED
("C&W") INTERNET ORDER FORM
Customer Name: EFS Caribbean Ltd.
Service Address: Sumita House
Newgate Street
St. John's
Antigua
Telephone No.: 480-1650
Service Upgrade Charge Rental Per Month
------- -------------- ----------------
C&W Dedicated T1 (1.544Mbit/s) EC$ 0.00 EC$26,680.00
Internet Connection.
Security Deposit (Refer to file: Acct no: 97000606-0100)
Service Commencement: April 21st 1999
Corrective Maintenance Hours: 12:00 GMT - 20:00 GMT
Overtime Hours: 20:01 GMT - 11:59 GMT
Overtime Rate: EC$125.00 per hour.
This order includes C&W's Standard Internet Service Terms and Conditions which
are attached hereto and form part of the Agreement between Customer and C&W for
the provision of Internet service. This Order is accepted by C&W on the date of
service initiation.
In Witness whereof the parties have executed this agreement the day and year
before written.
SIGNED by duly authorized for and on behalf of
CABLE AND WIRELESS (WEST INDIES)LTD. ________________________________
SIGNED by duly authorized for and on behalf of
EFS CARIBBEAN LTD. ________________________________
Date: _____________________
C&W's STANDARD INTERNET SERVICES TERMS AND CONDITIONS
Customer Name: EFS Caribbean Ltd
1.0 GENERAL
The terms set forth below, the terms on the Cable & Wireless order form ("Order
Form") and the terms of any documents referenced or otherwise incorporated
herein (collectively, "Agreement") govern the provision by Cable & Wireless
(West Indies) Limited ("C&W") of service to its customer specified on the Order
Form ("Customer"), which service provides access to the combination of computers
and computer networks that are owned and operated by a variety of entities and
which is generally known collectively as the "Internet". This service
("Service") provides access to the Internet only for the Customer's use; it does
not include any usage of the Internet itself nor does it include any third party
charges therefor. This Agreement is effective upon its acceptance by C&W as set
forth on the Order Form ("Effective Date").
2.0 TERM
The initial term of this Agreement ("Initial Term") shall be three (3) months
from the Effective Date. Thereafter, this Agreement shall continue until either
party provides the other with thirty (30) days' advance written notice of
termination.
3.0 SERVICE ACCEPTANCE
C&W shall notify the Customer as to the date Service is operational and
available for the Customer's use ("Service Start Date"). Any Customer-provided
equipment and/or facilities not being installed, operational or otherwise
available for use by the Service Start Date shall not be grounds for the Service
not being accepted by the Customer.
4.0 CHARGES
Effective as of the Service Start Date, for all usage of the Service, whether
such usage is authorized or known by the Customer, the Customer shall pay the
charges set forth on the Order Form ("Charges"). The Customer shall incur an
installation or other specified one-time Charge as of the date C&W commences the
work for which that Charge applies. C&W may revise the Charges at any time upon
thirty (30) days' advance notice.
5.0 PAYMENT
C&W shall provide invoices monthly in advance. Such invoices shall be due and
payable upon receipt. Interest shall be applied on balances that remain unpaid
thirty (30) days following the invoice date, in the amount of one and one-half
percent (1 1/2%) per month in respect of all overdue amounts, starting from the
invoice date. Questions concerning any invoice must be brought to the attention
of C&W within thirty (30) days of the invoice date. The Customer shall be liable
to C&W for any and all costs arid/or expenses incurred directly or indirectly,
including reasonable attorneys' fees and expenses, in collection or attempted
collection of any amounts due.
6.0 CUSTOMER CREDIT
C&W may require the Customer to provide a security deposit(s) in an amount up to
the total charges incurred by the Customer during the most recent three (3)
month period. The Customer shall provide such security deposit(s) within one (1)
week after receiving notice from C&W of such requirement.
7.0 PROVISION AND USE OF SERVICE, SOFTWARE, AND EQUIPMENT:
7.1 Title to any C&W-furnished equipment ("Equipment") shall at all times remain
with C&W. The Customer shall not permit any liens or encumbrances to be placed
upon the Equipment, and C&W shall have the right to take all actions necessary
(including taking possession from the Customer's premises) to protect its
ownership interest in the Equipment. Risk of loss for any Equipment shall pass
to the Customer upon its delivery to the Customer's premises.
7.2 If C&W provides a router at the Customer's premises, the Customer, at its
expense, shall provide a business telephone line to enable C&W to perform remote
diagnostics on the router.
7.3 If C&W provides any software (and any related documentation) under this
Agreement which is embedded in hardware as firmware and which is not accompanied
by a license agreement (collectively "Service Agreement Software"), the Customer
shall use the Service Agreement Software only with the Equipment, if any, and
the Services. The Customer shall not (i) reproduce, reverse engineer,
disassemble, decompile, modify, adapt, translate, create derivative works from,
or transfer or transmit the Service Agreement Software in any form or by any
means, or (ii) use the Service Agreement Software for any purpose other than as
set forth in this paragraph. The Customer shall not have any ownership rights
in, or obtain rights to, the Service Agreement Software. If a license agreement
("Software License") accompanies the C&W-provided software, whether such
software is owned by C&W ("C&W License Agreement Software") or its third-party
supplier(s) ("Third-Party License Agreement Software"), the Customer shall abide
by the terms of the Software License. C&W shall have no obligations or
liabilities whatsoever in connection with any Third-Party License Agreement
Software, whether such. Third Party License Agreement Software is used in
connection with the C&W provided Service or is used independent of the
C&W-provided Service, including, without limiting the generality of the
foregoing, in connection with the use thereof. The Customer agrees to look
exclusively to the Third-Party License Agreement Software supplier(s) with
respect to all matters relating to its software. The Service Agreement Software,
the C&W License Agreement Software, and the Third-Party License Agreement
Software are collectively referred to as "Software".
7.4 The Service is offered subject to the availability of the necessary
facilities and equipment. The Customer may not resell the Service to any third
party or permit any third party to use the Service, Service Agreement Software,
or the Equipment. The Customer shall not allow the Service to be used, modified
or adapted to transmit voice on the public telecommunications system of either
C&W or any foreign telecommunications provider, and the Customer shall not
connect to the PSTN at either the local or the distant end. The Customer shall
comply with any C&W and applicable Internet instructions, rules, and regulations
concerning the use of the
Service, Software, Equipment, and the Internet, as such instructions, rules, and
regulations may change from time to time, and the Customer shall only use the
Service in full compliance with any applicable local laws. Although C&W may
configure the Service so as to provide some security features, the Customer
shall be solely responsible for providing for any security or privacy that it
may desire for its computer network and any data stored on that network or
accessed through the Service. The Customer acknowledges and assumes all
liabilities relating to, and risks associated with, unauthorized access by a
third party via the Service to such computer network and data.
7.5 If so specified on the Order Form, C&W shall submit a domain name
registration request to the InterNic, or any successor organization
("Registration Organization"),on behalf of Customer. All charges associated with
such registration shall be borne by the Customer. Said charges will be billed to
Customer directly by the Registration Organization, or recharged by C&W as the
case may be.
7.6 C&W shall provide the Customer with an Internet protocol address ("IP
Address"). Title to the IP Address shall at all times remain with C&W and
accordingly, the IP Address is not transferable to Customer or any third party.
If, in C&W's sole determination, the Customer fails to fully utilize all the IP
addresses assigned to it by C&W, C&W may withdraw all under-utilized IP
Addresses from the Customer. C&W may at any time on notice to the Customer
change the Customer's IP address. Additionally, C&W shall assume no
responsibility for obtaining a Customer's existing IP address from Customer's
previous Internet provider.
7.7 The Customer IP Address is intended for the exclusive use of the Customer,
and the Customer shall keep the Customer IP secure from unauthorized use. The
Customer shall be solely responsible for any usage of the Service and the
Internet, including posting, downloading, additions, deletions, and changes made
via the Customer IP Address, whether made with the Customer's authorization or
knowledge. The Customer shall immediately notify C&W, to be confirmed in writing
as soon as possible thereafter, if the Customer becomes aware of or suspects
that the security of a Customer IP Address has been broken. Upon receipt of such
notice, C&W shall either issue a replacement Customer IP to the Customer or take
such other reasonable measures as C&W deems appropriate given the circumstances.
7.8 This Agreement does not constitute a license for the Customer to copy,
reproduce, distribute, or otherwise use any proprietary information provided or
accessible through the Service.
8.0 TERMINATION/CANCELLATION/DISCONTINUATION OF SERVICE:
8.1 The Customer may terminate a Service after the Service Start Date prior to
the end of the Initial Term by providing thirty (30) days' advance written
notice to C&W. In such event, in addition to paying for all Charges incurred
through the date Service is discontinued, the Customer shall pay a termination
charge, (as a early discontinuance of service fee and not as a penalty)
("Discontinuance Charge"), equal to the monthly charge for the Service
multiplied by the number of months remaining in the Initial Term. The Customer
may cancel a Service prior to the Service Start Date by providing prior written
notice to C&W. In such event, the Customer
shall pay (1) for all Charges incurred through the date of cancellation, and
(ii) the Discontinuance Charge.
8.2 In addition to any other remedies available, C&W may immediately terminate
this Agreement in the event of a breach by the Customer of this Agreement, of
the Software License, or of any other agreement between the parties pursuant to
which C&W provides telecommunications services for the Customer ("Telecoms
Agreement"). C&W may terminate this Agreement on notice to the Customer in any
of the following circumstances: (1) initiation of proceedings by the Customer in
voluntary bankruptcy; (ii) initiation of proceedings against the Customer in
involuntary bankruptcy which are not dismissed within sixty (60) days of
initiation; (iii) the appointment of a receiver or trustee for the Customer;
(iv) a general assignment for the benefit of the Customer's creditors; (v) the
Customer's insolvency; (vi) nonpayment of amounts due to C&W under this
Agreement or under any Telecoms Agreement.
8.3 Upon any termination, the Customer shall (1) immediately cease utilizing the
Service, (ii) immediately return any Service Agreement Software, (iii) permit
C&W to have access to and remove any Equipment from the Customer's premises,
(iv) pay C&W for all Charges incurred by Customer through the date Service is
discontinued, and (v) if such termination occurs prior to the end of its Initial
Term, pay the Discontinuance Charge.
8.4 In addition to any other remedies available, C&W may immediately (without
notice and without liability to the Customer) discontinue the provision of
Service if any of the following occurs: (a) C&W deems in its absolute discretion
that it is necessary to discontinue the Service in order to protect against its
fraudulent or illegal use or to otherwise protect C&W, its equipment, or
facilities; (b) C&W receives complaints or claims from third parties regarding
the Customer's use of the Service; or (c) the Customer fails to comply with the
warranties set forth below.
9.0 INDEMNIFICATION/LIMITATION OF LIABILITY:
9.1 The Customer shall defend, indemnification and hold C&W harmless from and
against all claims, demands, actions, causes of action, judgments, costs and
reasonable attorneys' fees and expenses of any kind or nature for any damages of
any kind arising from or related to any use of the Service, Software, Equipment,
or the Internet including any breach by the Customer of the terms of this
Agreement, whether such use is by the Customer or any third party irrespective
of whether the Customer has authorized or known about such usage, or otherwise
arising under or related to this Agreement, the Service, the Software, the
Equipment, or the Internet.
9.2 C&W shall not be liable for any delay or interruption in or failure to
provide or restore the Service howsoever caused including, without limitation,
anything caused by or attributable to any customer equipment or any services
provided by any person providing the on-line service connection to the Internet.
In no event shall C&W be liable for any unauthorized access by a third party to
Customer's computer network or data, loss of profits or data, or for any
incidental, special, exemplary, or consequential damages. C&W's maximum
liability for any damages arising out of or in any way related to this Agreement
or the Service, Software, or Equipment shall not exceed the total charges for
the Service provided during the month in which such liability arises.
9.3 If C&W has been notified that any Customer's usage of the Service, Software,
Equipment, or the Internet is infringing any third party's rights or is in
violation of any applicable law or regulation or if C&W otherwise has reason to
believe this to be so, if requested by C&W, the Customer shall immediately cease
all such usage of the Service, Software, or Equipment.
10.0 REPRESENTATIONS AND WARRANTIES:
10.1 C&W shall provide Service, Software and Equipment as set forth in this
Agreement. C&W DOES NOT WARRANT THAT THE SERVICE, SERVICE AGREEMENT SOFTWARE OR
EQUIPMENT SHALL BE UNINTERRUPTED OR ERROR FREE OR PROVIDE ANY SECURITY OR
PRIVACY FOR ANY COMPUTER NETWORK OR ANY DATA, OR THAT THE INFORMATION AVAILABLE
AND/OR ACCESSED THROUGH THE INTERNET SHALL BE ACCURATE, CORRECT, APPROPRIATE FOR
ANY PARTY'S NEEDS, FREE FROM VIRUSES OR OTHER DISABLING CODES, OR THAT SUCH
INFORMATION SHALL NOT INFRINGE UPON ANY PROPRIETARY OR OTHER RIGHTS OF OTHERS OR
THAT ANY DOMAIN NAME REGISTRATION REQUEST SUBMITTED BY C&W TO THE REGISTRATION
ORGANIZATION SHALL BE APPROVED BY THAT ORGANIZATION. THE USE OF THE INTERNET,
ANY INFORMATION AVAILABLE AND/OR ACCESSED THROUGH THE INTERNET, ANY DOMAIN NAME,
AND ANY SECURITY FEATURES PROVIDED FOR TEE SERVICE SHALL BE AT THE USER'S SOLE
RISK. OTHER THAN ANY EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, C&W
DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR. YEAR! DATE ACCURACY. C&W MAKES NO WARRANTY OR REPRESENTATION,
EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE FITNESS,
QUALITY, SUITABILITY, MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR. PERFORMANCE
OF ANY THIRD- PARTY LICENSE AGREEMENT SOFTWARE, IT BEING AGREED THAT ANY SUCH
SOFTWARE IS BEING SUPPLIED "AS IS" AND THAT ALL SUCH RISK, AS BETWEEN C&W AND
CUSTOMER, ARE TO BE BORNE BY CUSTOMER AT ITS SOLE RISK AND EXPENSE.
THE CUSTOMER HEREBY REPRESENTS AND WARRANTS THAT USE OF THE SERVICE
HEREUNDER (INCLUDING ANY USE OF ANY DOMAIN NAME) SHALL NOT VIOLATE OR INFRINGE
UPON ANY PROPRIETARY OR OTHER RIGHTS OF OTHERS, BE ABUSIVE, THREATENING,
OBSCENE, PROFANE OR OTHERWISE OFFENSIVE, OR VIOLATE ANY APPLICABLE LAWS OR
REGULATIONS. THE CUSTOMER SHALL NOT REPRESENT TO ANY THIRD PARTY THAT C&W HAS
MADE ANY WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE SERVICE,
SOFTWARE, EQUIPMENT, OR THE INTERNET.
11.0 ADDITIONAL TERMS:
(a) This Agreement is governed by and shall be construed in accordance with the
laws of Antigua
(b) The Customer may not assign or transfer this Agreement or any rights or
obligations hereunder without the prior written consent of C&W. An assignment
shall be deemed to include any change of control of the Customer.
(c) C&W shall not be liable for, and is excused from, any failure or delay in
performance that is due to acts of God, acts of civil or military authority,
acts of the public enemy, war or threats of war, accidents, fires, explosions,
earthquakes, floods, unusually severe weather, epidemics, or due to any other
cause beyond its reasonable control.
(d) C&W may at any time on giving 30 days notice to Customer vary these Terms
and Conditions.
(e) Any notice required to be given by either party under this Agreement may be
sent by registered post to the respective addresses set out in the Order Form,
or in the case of the Customer, may be sent to the Customer's e-mail address and
shall in the case of notice by registered post be deemed to be effective three
days after posting and in the case of notice to the Customer by E-Mail 24 hours
after transmission.
(f) This Agreement constitutes the entire understanding of the parties with
respect to the subject matter hereof, and it supersedes all prior and/or
contemporaneous oral and written agreements, understandings, and/or
representations thereto.
(g) Notwithstanding any purchase orders or similar documents submitted by the
Customer to C&W only the
(h) terms of this Agreement shall apply.