General Terms on Provision of Data Transmission and Internet Connection Services

Contract

1.1.      The present Terms determine the data transmission and Internet connection services, the connection procedure thereof, the provision procedure and conditions, the rights and obligation of the Parties thereon, the responsibility of the Parties for non-fulfillment or improper fulfillment of the contractual obligations, as well as the  termination order of the Service Provision ­Contract rendered by “Viva Armenia” Closed Joint Stock Company (hereinafter referred to as the “Operator”), acting under the name of “Viva” and other trademarks.

1.2.   The present terms are deemed an integral part of any document (connection request, subscription request, amendments thereto, any supplementary agreement for filling) between the Parties related to the Services.

Definitions

Unless otherwise envisaged by the context, the words and expressions used in the present Contract have the following meanings:

GT – the present general terms;

Customer - any economic entity, who has signed a SPC and to whom the provision of the Service is technically feasible within reasonable time frame and at reasonable cost;

Service - electronic communication service(s) envisaged by the SPC;

Services Provision Contract or SPC - Contract on provision of the services concluded between the Operator and the Customer, and the integral part of which is the GT; By signing the SPC (which is a sample contract stipulated by the Operator) the Customer accepts the Services envisaged thereunder and the terms of the present GT;

Equipment - Active equipment (converter, modem, router) and/or passive equipment (port, connector, etc.) required for connection to the network, located in the premises of the Customer;

End user equipment - any device belonging to the Customer or used thereby, which is connected to the Equipment;

Unauthorized user - any economic entity and/or physical entity who uses the Services provided to the Customer vivastaff01072024mtsoutside the premises of the Customer (where the Equipment is placed);

Unauthorized use - use of the Service by an Unauthorized user;

Service activation date - the date of activation of each Service, which is approved on the basis of the relevant Act on the activation of Services concluded between the Parties, or in the absence of the latter - by signing the Contract;

Network - connection to electronic communication connection infrastructures by cable and(or) radio transmission with the purpose of rendering the Service;

Network domain of the operator - the proportion of Equipment and Connection Ports installed in the territory of the Customer, which is maintained by the Operator;

Connection point - the place where services are provided to the Client;

Day - calendar day;

Party - the Operator or the Customer when referred to separately;

Parties - the Operator and the Customer when referred to jointly;

Last mile - the distance of the network between the network core (the closest node) and the premises of the customer,

Services

3.1.            The Operator renders the Service via cable or radio transmission together with or without the Equipment, and the speed of the rendered Service is measured in Mb/s.

3.1.
 The conditions for the provision of each individual Service are determined by the SPC and the services provision procedures established by the Operator.

3.2.            In case the Service is rendered with the help of the cable provided by the Operator, the cable shall be terminated in the premises of the Customer at the place indicated by the latter. The Customer is responsible for inserting the cable into the territory of the Customer (building/premises where the Client's premises are located) and for acquiring permissions for cabling in the specified territory, if required and/or otherwise specified in the SPC.

3.3.            The Customer has the opportunity to be in contact with the Operator's Customer Service Unit via email and telephone.

3.4.            The Customer can use the services of the Customer Service Unit of the Operator at any time of the day by calling +374 60 610000.

3.5.            Upon a reasonable request from the Customer, the Operator may provide him with IP addresses to use the Service. IP addresses are provided in accordance with the order and price list established by the Operator. Payment for IP address is made based on the payment principle for the Service.

3.6.            The Service shall be rendered within the period provided for under the SPC. In case the SPC is concluded for a definite period, after the expiry of the period envisaged therein it shall be deemed concluded for an indefinite period, unless one of the Parties notifies the counter Party in writing 30 (thirty) days in advance on its intention to unilaterally resile therefrom upon expiry thereof.

3.7.            The Service is activated in accordance with the procedures established by the Operator. The Operator shall notify the Customer of the date of activation of the Service in writing (e-mail, SMS, etc.). The first day of activation of the service is considered the day mentioned in the notification.

3.8.            The Operator has the right to limit the Service provision in cases stipulated by the RA legislation. If the limitation is made due to the circumstances caused by the Customer’s fault, then the sums accrued and paid during the application of the limitation shall not be refundable.

Equipment

4.1.            The Equipment and cable, as well as accessories and parts thereof provided by the Operator, and also any modification and/or repair work thereof performed by the Operator shall be deemed as the Operator's property, unless otherwise agreed between the Parties in writing. Upon termination of the SPC the Equipment and the Cable shall be returned to the Operator irrespective of the reason(s) of termination thereof in their original state, taking into account natural deterioration.

4.1.

4.2.            The equipment and cable shall be delivered to the Customer and returned to the Operator by the delivery-acceptance act concluded between the Parties.

4.3.            In case the Equipment provided by the Operator and/or the Cable located in the Customer’s territory is damaged or missing, the Client shall be obliged to compensate the damage caused to the Operator as a result thereof. The sum of compensation for the Equipment shall be determined in compliance with the price provided for under the SPC. For the damaged cable, the Customer undertakes to pay the cost of repair works thereof, which amounts to AMD 3,000 (three thousand) per hour, including VAT, and the cost of materials used to repair the cable, and in case of absence of the cable, the Customer is obliged to pay AMD 1,000 (one thousand) in addition to the payment for the works for each meter of the missing cable, including VAT.

4.4.            The Client undertakes to pay for each Equipment provided to the latter by the Operator and not returned to the Operator after termination of the SPC.

4.5.            The Operator can place a lead seal on certain Equipment. In that case the Customer has no right to remove it. Upon termination of the SPC the Customer undertakes to return the Equipment with the non-damaged and complete lead seal placed on it. In case of non-fulfillment of the above-mentioned obligation the Operator undertakes to demand from the Customer to pay for the Equipment the lead seal of which was removed or damaged.

4.6.            The Customer has the right to receive services through its own Equipment if it is deemed proper by the Operator.

Rights and Obligations of the Parties

5.1.          The Customer is entitled to:

5.1.1.      Require confidentiality of the electronic communication implemented through the network.

5.2.         The Customer is obliged to:

5.2.1.      Provide electric power for the Equipment provided by the Operator,

5.2.2.      Provide uninterrupted power supply for the Equipment,

5.2.3.    Provide information on the type of the End-user equipment and the respective interface data within a reasonable time frame, enabling the Service provision,

5.2.4.      Use the Service only for purposes not prohibited by the RA legislation and international agreements with RA participation;

5.2.5.      Protect its network from online intrusions and malicious content, including computer viruses. The Operator shall take measures to ensure Network protection, nevertheless the Customer shall not consider it as sufficient by failing to take appropriate measures to protect its internal network and its End-user equipment. The Operator shall not be liable for any damage caused to the Customer as a result of failure to protect its internal network and End-user equipment.

5.2.6.      The Customer guarantees that its use of the Service does not breach the RA Legislation, the regulation thereof, the terms of the license provided thereto (if the activities are licensable) and the SPC,

5.2.7.      The Customer shall ensure that no third party has an opportunity to use the Service provided by the Operator to the Customer.

5.3.            The Operator is entitled to:

5.3.1.      Receive a payment for the rendered Service,

5.3.2.      Access the Customer's premises without hindrance during business hours and at the request of the Operator for the remaining time. If the respective access is not granted, the Operator shall not be liable for possible failure or deterioration of the Service.

5.4.            The Operator is obliged to:

5.4.1.      Expand the new connection network to the Client's premises if it can be performed within a reasonable time frame and at a reasonable cost;

5.4.2.      If possible, inform the Customer of any interruption of the Service caused by a technical malfunction on its side (e-mail, SMS, phone call, etc.);

5.4.3.      Within reasonable time-frames eliminate the emerged faults and malfunctions;

5.4.4.      Ensure confidentiality of information and messages of the Customer, except for cases stipulated by law.

Cost and Payment Procedure

6.1.     The Customer shall pay a one-time connection fee to ensure the availability of the Services according to the Operator's price list.

6.2.     The cost of the Service is envisaged by the SPC. Under all circumstances, the Operator has the right to modify the price list during the validity period of the SPC by increasing or decreasing the Service cost.

          The Operator shall notify the Customer about the increase of the Service cost 1 (one) month prior to the effective date of the change. If the Customer disagrees to receive the Service at an additional cost, he is entitled to unilaterally terminate the SPC by sending the Operator a written notice 20 (twenty) days prior to the effective date of the change. In this case, the consequences of unilateral termination of the Services provided under the present GT shall apply, except for the regulations envisaged under point 9.2 to the present GT.  Changes to the Service cost shall enter into force within the time period specified by the Operator.

6.3.    Monthly payment for the Service is made on a postpaid basis through a bank transfer. The Customer must make monthly payments until the 25th of the following month. Payments are made in AMD.

6.4.     The Operator undertakes to issue an invoice on the Service rendered to the Customer during the preceding month not later than on the 7th (seventh) day of the following month, which is subject to approval before the 14th (fourteenth) of the following month.

6.5.    The approved invoice confirms acceptance of the Services for the indicated month.

6.6.    The Operator shall charge the Customer for the Service from the first day of rendering the Services.

Suspension of the Service Provision

7.1.     The Operator shall suspend provision of the Service if the Customer failed to pay for the Service on time, by notifying the Customer  5 (five) working days in advance via e-mail or GSM number, as well as in other cases stipulated under the RA Legislation.

7.2.     If at the fault of the Operator, suspension of the Services lasts for 24 (twenty four) hours or more within a month, the Operator is obliged to decrease the Service provision cost taking into account the suspension period. In that case calculations are performed by considering the month as a calendar month. A message is sent to the Customer on the suspension period, as well as decrease of the Services provision cost via e-mail or GSM number.

7.3.     The Contract shall be deemed terminated with no need of any notification, if the Customer does not apply to the Operator for reconnection of fully suspended Services (including by fulfilling all the obligations) by the 25th day (inclusive) of the second month following the complete suspension of the Services, irrespective of the reasons of Service suspension.

Unilateral Termination of the SPC

8.1.       Unilateral termination by the Operator

8.1.1.     The Operator is entitled to unilaterally terminate the SPC, if:

8.1.1.1.  The Customer has connected to the network non-certified end-user equipment,

8.1.1.2. The Customer has not paid for the Service for 30 (thirty) days in a row, starting from the date when as per the order stipulated under the present GT, he should have made the payment,

8.1.1.3. The Customer has caused a physical or technical damage to the Network,

8.1.1.4. The Customer has violated its obligations envisaged by the SPC and has not eliminated the violations thereof within 5 (five) days as of the moment of receiving a written notice thereon,

8.1.1.5.  The Customer did not have an opportunity to perform its obligations under force-majeure circumstances, and the impact of force-majeure lasted for at least 30 (thirty) days,

8.1.1.6. The Operator has agreed to render the Service, but once the SPC entered into force, it became obvious that the Service could not be provided within a reasonable time frame and at a reasonable cost,

8.2.      Unilateral termination by the Customer

8.2.1.  The Customer reserves the right to unilaterally terminate the SPC anytime for an indefinite period of time by notifying the Operator thereon in writing 30 (thirty) days in advance.

8.2.2.  The Customer reserves the right to unilaterally terminate the SPC by notifying in writing the Operator thereon at least 5 (five) days in advance, if:

8.2.2.1. The Operator has violated its obligations envisaged by the SPC and has not eliminated the violations thereof within 15 (fifteen) days as of the moment of receiving a written notice thereon,

8.2.2.2. The Operator did not have an opportunity to perform its obligations under force-majeure circumstances, and the impact of force-majeure lasted for at least 30 (thirty) days,

Consequences of Unilateral Termination

9.1.            Upon termination of the SPC on the basis of points 8.1.1.5, 8.1.1.6 and 8.2.2. of the present GT, the Customer is obliged to pay to the Operator the amount subject to payment in compliance with the SPC for the Service rendered up to the moment of SPC termination, and the Operator is obliged to return to the Customer the part of the amount issued as a prepayment thereby until the moment of termination for which the Customer did not receive the Service, if any.

9.2.            Upon termination of the SPC at the fault of the Customer (8.1.1.1. – 8.1.1.4.) or by the Customer at its own initiative (8.2.1.) during the first year of the validity period thereof, the Customer, in addition to the cost of Services actually rendered up to the moment of termination, undertakes to pay a fine in the amount of the monthly payment of the Service, but not less than AMD 200,000 (two hundred thousand) including VAT.

9.3.            By termination of SPC, provision of the Service to the Customer is ceased. The Customer's obligation towards the Operator shall terminate upon execution of payment liabilities and returning the Equipment owned by the Operator.

9.4.             Upon termination of the SPC the Customer undertakes to allow the Operator’s employees to access its premise for taking back the Equipment provided by the Operator.

Faults and malfunctions emerged with respect to Service provision

10.1.        Prior to notifying the Operator of any fault or malfunction, the Customer shall inspect its End-user equipment and internal network and verify that the fault or malfunction was caused by the Operator. If it is found out that the Operator is not responsible for the fault or malfunction, for example, the fault or malfunction was caused by the Customer's internal network or other incident beyond the Operator's control, the Operator has the right to demand from the Customer to indemnify the activities carried out for elimination of the physical fault or malfunction in the premises of the Customer by the employees of the Operator, by paying AMD 3600 (three thousand six hundred) for each worked hour, including VAT.

10.2.        If the Customer provides reasonable proofs that the Operator is responsible for the fault or malfunction, he shall be obliged to immediately notify the Operator thereof in order the latter performs correction of the fault or malfunction. If the Customer informs the Operator of the fault or malfunction later than the term specified under the present point, the Operator shall not be responsible for failure to perform or improper performance of the Services during the period preceding the notice on fault or malfunction.

10.3.        If the Customer tries to eliminate the fault at its own initiative without coordinating its activities with the Operator, the Operator is not obliged to compensate the expenses incurred by the Customer during the performance of these activities. In this case the Customer undertakes to compensate the damage caused to the Equipment of the Operator or cable in connection with elimination of fault at its own efforts.

10.4.        In order to fix the fault or malfunction, the Customer undertakes to allow the Operator's staff to enter the Customer's premise where the Equipment is located and to make it accessible.

10.5.        If faults or malfunction in the Network continue for 24 (twenty-four) hours or more during the same calendar month as a result of which the Customer fails to receive the Service, the Customer shall have the right to request a deduction in compliance with the time period of not receiving the Service, as per the order stipulated under point 7.2. to the present GT, except for the cases when the Operator is not responsible for the fault or malfunction, for example, the fault or malfunction was caused by the Customer's internal network, lack of electricity in the Customer's premises or any other incident beyond the Operator's control.

10.6.        The expenses for elimination of the faults or malfunctions shall be borne by the Customer if they emerged at its fault.

Responsibility

11.1.        The Operator shall be responsible for failure to fulfill or improper fulfillment of the obligations envisaged by point 5.4.4. hereof only if the obligations have not been fulfilled or have been improperly fulfilled due to the Operator's intentional acts or inaction.

11.2.        In case the Customer fails to fulfill the obligations set out in points 5.2.1. – 5.2.2. hereof the Operator shall not be responsible for the temporary outage of connection caused by the unstable power supply, power fluctuation and other similar cases.

11.3.        The Operator shall not be liable for any direct or indirect damages and lost profits incurred by the Customer as a result of failure to provide the Service. Notwithstanding the foregoing, the Parties hereby acknowledge that in any event, the total liability of the Operator shall not exceed 10 (ten) percent of the monthly fee paid for the Service and shall not be more than AMD 300,000 (three hundred thousand).

11.4.        The Operator shall not be liable for the damage caused to the property of the Customer by negligence as a result of installation or other works. The responsibility shall not include cases when the building walls and other property were subject to a damage or underwent changes that occur naturally as a result of cable and Equipment installation.

11.5.        In case of infringement of payment terms by the Customer, the Operator may require the Customer to pay a fine in the amount of 0.07 (point zero seven) percent of the monthly fee paid for the Service for each day of delay. The calculation of the fine starts from the day when the payment was due before the payment receipt by the Operator.

11.6.        In case of failure to follow the procedure for protecting the confidential information envisaged by the present GT the Parties are obliged to compensate each other for the damages caused by the failure to fulfill the obligation in accordance with the procedure set forth hereunder.

11.7.        The Operator shall not exercise control over the content of the information transmitted through the Network. Any information acquired via the Network shall be used at the Customer’s own risk and responsibility. The Operator shall not be liable for the accuracy, lawfulness or quality of the information acquired via the Network.

Amendments to the GP and the SPC

12.1.        The Operator has the right to unilaterally change any provision of the GP by notifying thereon to the Customer 10 (ten) days prior to the effective date of such change or publishing it on the official website thereof. In the event of a change that the Customer disagrees with, the latter is entitled to unilaterally terminate the SPC as per the procedure stipulated by point 9.1. hereof by notifying the Operator thereon in writing 5 (five) days prior to the effective date of such change.

12.2.        The Customer has the right to modify the list of Services provided thereto with the consent of the Operator. The Customer shall be obliged to inform the Operator on such changes at least 4 (four) weeks prior to the effective date of changes. The change shall be confirmed by a bilateral written agreement constituting an integral part of the SPC.

12.3.        Any Customer moving to a new address shall have the right to move the Service provided by the Operator to the address of relocation if the Operator deems it technically feasible to provide the Service at that address and if this can be done within a timeframe and expense considered reasonable by the Operator. The Customer is obliged to inform the Operator on such change at least 4 (four) weeks in advance. In that case, the Service at the new address shall be provided within the same timeframe and in the same manner as it was provided at the previous address.

12.4.        If the Operator considers the relocation of the Service to a new address as technically feasible, the Customer shall be obliged to pay a one-off connection fee for receiving the Service at the new address as per the price list of the Operator.

12.5.        If the relocation of the Service to a new address is technically infeasible, the SPC shall be terminated as per point 9.2 of the present GT.

Notifications

13.1.        Unless otherwise provided by the present GT, all the permissible or required notifications of the Parties with respect to the SPC are deemed appropriate if reduced to writing via e-mail, facsimile or letter (in case of the Operator, also short SMS on behalf of the latter), sent to the addresses specified in the SPC, in the Armenian and/or English languages.

Applicable Legislation / Dispute Resolution Procedure

14.1.        The SPC shall be governed and interpreted according to the RA legislation. The Parties shall settle all disputes through negotiations and upon failure to reach agreement the disputes shall be resolved through judicial procedures.

Protection of Confidential Information

15.1.        The SPC and the information disclosed to the either Party as a result of the SPC as well as during the negotiations shall be considered confidential if it has real or potential commercial value by virtue of being unknown to third parties, there is no legal basis for free receipt thereof and the information holder takes measures to keep it confidential. The Parties have no right to disclose such information without prior written consent of the other Party, unless (a) the information is disclosed in accordance with the law or (b) the information deemed confidential hereunder becomes publicly available by the virtue of disclosure by a third party.

15.2.        Either party has the right to provide information on the other Party or the SPC concluded therewith in the media, another public form or otherwise only after obtaining the written consent of the other Party.

Impact of Superior Force

16.1.        In case of failure to fulfill their obligations under the SPC in part or in whole, the Parties shall be released from responsibility if it was caused by force-majeure circumstances, emerged after the conclusion of the SPC and could not be predicted or prevented by the Parties. Such circumstances include: earthquake, flood, fire, war, announcement of military and emergency situation, political disorders, strikes, interruption of the operation of communication means, sabotage, acts of state authorities and so on, which make impossible the fulfillment of the obligations under the SPC.

Language

17.1.        The primary text of the present GT is drawn up in Armenian. In the event of any discrepancies between the different language versions, the Armenian version shall prevail.

Effective Date of the Terms

18.1.        The present GT comes into force as of 01.01.2018.

18.2.         The provisions of the present GT shall apply to the legal relations arisen between the Operator and the Customer prior to the entry into force of the GT.

 Requisites of the Operator

"Viva Armenia" Closed Joint Stock Company

4/1 Argishti str., Yerevan 0015, RA

Tax Code: 01551651, Account Number: 1930030289444300 in "Converse Bank" CJSC

Website: http://www.viva.am, www.viva.am