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Russia

Master Service and (or) Lease Agreement

CITIC TELECOM CPC > Master Service and (or) Lease Agreement

The Parties:

CITIC Telecom CPC Rus LLC, hereinafter referred to as “CPC” duly a company organized under the laws of the Russian Federation, having its registered office at 127083, Russia, Moscow, ul.8 Marta, building 14, 5th floor, premises XIX, room 7,  hereby represented by Director General Abolonin Gleb Olegovich, acting pursuant to the Articles of Association;

And ________________, represented by duly a company organized under the laws of the Russian Federation, having its registered office at _________________, hereby represented by ____________________,

acting pursuant to ___________________________

a hereinafter called “Customer”;

Have agreed as follows:

Subject of this Master Service and (or) Lease Agreement

CPC shall provide Services to the Customer and (or) shall lease a location and (or) telecommunication equipment to Customer in the telecommunication module of data center for the installation of Customer’s Equipment, and shall ensure that certain conditions that are required for use of leased property or Customer’s Equipment are fulfilled, as specified from time to time in Customer Orders and other related documents signed by the Parties. CPC shall provide the aforementioned Services on the basis of the following licenses issued by the Federal Telecommunications Control and Cultural Heritage Protection Service for Supervision of Telecommunication:

Telematic service (license № 165126) dated on 05.06.2016;

Telecommunication service of data transfer, excluding the service of data transfer for the purpose of voice transmission (license № 165 127) dated on 05.06.2016;

Provision of telecommunication channels (license № 165 125) dated on 05.06.2016.

CPC may provide any other Services to the Customer, including but not limited to cloud services, IT-outsourcing, which do not require a license.

In order to be entitled to have access to a Service, Customer must sign and agree with CPC a relevant Customer Order for the type of definite Service or type of Lease that Customer wishes to purchase.

Where CPC leases Telecommunications Equipment or a location for installation of Customer’s Equipment on the basis of a Customer Order, the Parties acknowledge that this Agreement with attachments to it is a mixed agreement containing provisions of a lease agreement and provisions of a commutative service provision agreement concluded pursuant to Article 421 of the Civil Code of the Russian Federation (“Civil Code RF”).

The following documents, as defined below, shall form a complete contract (“Contract”) between the Parties for the granting of a Lease and (or) Service to Customer:

(i) a Customer Order;
(ii) this Master Service and (or) Lease Agreement (MSA);
(iii) a Service Description, including Service Level Agreement; and

(iv) Service Level Agreement (if applicable).


Article 1 Definitions

In this Master Services and (or) Lease Agreement and all other contractual documentation referenced herein, the following words and expressions shall have the following meanings:

Acceptance Certificate

Signed by authorized representative and dated document CPC sends to Customer in the end of the Billing Period. Signing of Act by the Customer means the service acceptance, provided during the Billing Period.

Affiliate

With respect to any Party, any legal entity  in a position to influence Party’s activity, controlling, or related to the Party through being under the direct or indirect control of the Party;

Ready for Service (“RFS”) Date

The date from which Service/Lease is being provided to the Customer as well as the date of signing by the Customer of Technical Acceptance Certificate and the start date of the Billing Period;

Agreement

This Master Services and (or) Lease Agreement;

Customer Order (“Order”)

Any order form for the delivery to Customer of a Service and (or) Lease, which is one of the attachments to the Agreement and shall specify the type of Service or property subject to a Lease and agreed options, the relevant Telecommunication Equipment and delivery point(s)/place(s), non- recurrent (one-time) charges, periodical (monthly) recurring charges, the agreed special requirements of Customer as well as any other complementary information reasonably requested by CPC in order to provide the Service and (or) Lease;

Customer

The Party contracting with CPC as identified in the beginning of this Agreement;

Customer’s Equipment

Any telecommunication or other equipment, including cables, as well as other property installed or placed by Customer or on Customer’s request except for CPC Equipment;

CPC

LLC “CITIC Telecom CPC Rus” or any of its Affiliates as identified in the Customer Order;

Service Description

A document being an attachment to the present Agreement, which provides a technical description of the Service and (or) Lease and describes the applicable delivery and maintenance procedures and containing other information on such Service and (or) Lease;

Personnel

Employees of the Parties, ones of their agents, contractors, customers, suppliers or affiliates brought due to exercising of rights and (or) performance of duties under the Contract;

Committed Delivery Date (CDD)

The date provided in the Customer Order and agreed by the Parties on which CPC has committed to deliver a Service and (or) Lease to the Customer is used to measure any delay in service delivery according to Article 3.2 of the Customer Service Description “Late Delivery Remedies”. CPC shall send a Technical Acceptance Certificate to a Customer on this date.

Business Day

A day which is not a public holiday under the law and other legal enactments of the Russian Federation;

Contract

A contract consists out of the following signed and duly executed documents: (i) a Customer Order, (ii) this Master Service and (or) Lease Agreement, (iii) a Service Description, (iv) the Service Level Agreement (if applicable).

Billing Period

A period provided in the present Agreement or Customer Order during which time a Service and (or) Lease to be granted to the Customer.

Technical Acceptance Certificate

Act, signed by authorized attorney of CPC, confirming the end of installation works and acceptance by the Customer of obligations performance by CPC in regard to Service and/or Lease, about which the Parties have agreed in the Order, and readiness for providing the Service and/or Lease by CPC. CPC sends this Act, according the procedure of service acceptance, pointed in the Customer Service Description, on the date of CDD with notification about the Service providing or property providing for Lease

Initial Term

The period of provision of a Service and (or) Lease stated by a relevant Customer Order;

Service Level Agreement (“SLA”)

Provisions specifying performance criteria in regard to Services and (or) Lease and amount of compensation to be granted to the Customer in cases of CPC being in breach of the criteria, which shall be included into the Service Description for Lease or signed as a separate document by the Parties, if relevant to the Services.

Party/ Parties

Customer and CPC are individually referred to as a 'Party' and jointly referred to as the 'Parties';

Telecommunication Equipment

Any equipment or its elements, including telecommunication modules, racks, units, ports and cables, specially equipped places to be used in the provision of a telecommunication Service and (or) Lease;

Service

The telecommunication service, IT service or other related service provided or to be provided by CPC to Customer pursuant to the Contract, as specified in the Customer Order in accordance with the law of the Russian Federation, regulations of governmental authorities related to telecommunication services, and licenses obtained by CPC if a license is required for a particular service to be rendered;

Lease
Furnishing to the Customer for charge in temporary possession and use or in temporary use of telecommunication modules, racks, units, places in a Data-Center, including co-location, according to Customer’s Order(s) and the Contract by executing the handling over of the leased property by way of signing a Technical Acceptance Certificate by the Parties.

Characteristics and qualities of the leased property are to be defined in the Order, in Service Description or otherwise in the Contract. Unless otherwise follows from the context, Lease also includes CPC actions and measures taken for the purpose of enabling use of the aforementioned leased property, including heating and cooling and  the dissipation of energy.

Charges (Payment)

Amounts of non-recurring (one-time) charges and periodic (monthly) charges and of other additional payments to be transferred by the Customer to CPC bank account and to be calculated in compliance with requirements of the present Agreement and of a relevant Customer order for Service or Lease rendering.

Trouble Ticket

A registered by CPC of Customer’s request regarding unavailability of Service and (or) defects of a leased property.

Opening of Trouble Ticket

Registration by CPC of Customer’s request regarding unavailability of Service and (or) defects of a leased property.

Closing of Trouble Ticket

Eliminating of unavailability of Service and (or) defects of the leased property specified in the request of the Customer.

Article 2 Contractual Relationship of the Parties

2.1 Customer agrees to pay and CPC agrees to provide the Service and/or grant a Lease as specified in a Customer Order and according to the terms and conditions contained in the Contract.
2.2 Where CPC provides a Service and (or) Lease to Customer, Customer accepts and agrees that it will not be granted any right to use any Telecommunication Equipment, places in Data Center and other elements of infrastructure used or made available by CPC to provide the Service/Lease pursuant to the Contract and in accordance with the law of the Russian Federation on Lease and Services.
2.3 If there is any conflict between any of the documents forming the Contract, the following integral contractual documents shall rank in order of their force priority in the following order:
(1) Customer Order;
(2) Master Services and (or) Lease Agreement;
(3) Service Description;

(4) Service Level Agreement (if applicable).

Article 3 Commencement of a Service and (or) Lease

3.1 Customer may order a Service and (or) Lease using an Order form made available by CPC as the need occurs. An Order signed by Customer and sent to CPC shall be deemed as  a request(offer) of the Customer in relation to Service and (or) Lease specified therein.

3.2 An Order shall only be effective when it has been duly signed for acceptance by authorized representatives of both Customer and CPC.

3.3 Rendering of a Service and (or) a Lease may begin after signing of Technical Acceptance Certificate  by duly authorized representatives of both Parties.

Article 4. Quality and Delivery

4.1 The following terms shall apply to the Service delivery and provision of a Lease:
4.1.1 Delivery and acceptance procedures are set forth by the Parties in the relevant agreed Service Description and/or Service Level Agreement;
4.1.2. If a Lease or Service is not provided by the CDD for reasons solely attributable to CPC, upon a written request Customer shall be entitled to applicable remedies specified in the SLA. Such remedies, in accordance with Article 15 of the Civil Code RF, shall be the sole and exclusive remedies of Customer in such circumstances.
4.2 In the event of a fault or interruption of Service and (or) Lease, Customer shall be entitled to the remedies, if any, specified in the relevant Service Description and/or SLA upon written request. Customer is entitled to deliver the said request within thirty (30) days from the closure of the relevant Trouble-ticket as described in the relevant Service Description. In case of Customer’s failure to timely submit the aforementioned request CPC may in its sole discretion refuse to apply the SLA.
4.3 If CPC is requested by Customer to address a problem with a Service and (or) Lease which proves to be caused by a problem in the network of Customer or Customer’s Equipment or its Personnel, or if the reported problem is caused by Customer or its Personnel, CPC reserves the right to charge expenses incurred by CPC in investigating and resolving the reported problem.
4.4 CPC is not responsible or liable for any non-performance in relation to a Service and (or) Lease, or for any degradation or non-compliance of a Service and (or) Lease from the descriptions and service levels provided in the Service Description and/or SLA or for any delay in the delivery thereof if the defects of Service/Lease:
4.4.1 can be reasonably attributed to the actions or omissions of Customer or Customer’s Personnel;
4.4.2 cannot be addressed by CPC because Customer unreasonably refuses to release or allow access to its network Telecommunication Equipment for installation, testing or repair in certain cases;
4.4.3 Caused by interruption of Service/Lease which had occurred during any period of planned maintenance or rearrangement purposes in accordance with the procedures set out in the Service Description;
4.4.4 is due to force majeure events as described in Article 8 of the present Agreement pursuant to Clause 3 Article 401 of the Civil Code RF;
4.4.5 is the result of a suspension of Service/Lease as described in Article 6 of the present Agreement; or
4.5 As a substantial term of the Contract Customer undertakes to CPC that it will:
4.5.1 ensure that its conduct or the conduct of Customers Personnel and ensure that Customer’s Equipment or cables do not adversely affect the quality or availability of any service or the provision of a lease by CPC to its other customers;
4.5.2 ensure that its conduct or conduct of Customer’s Personnel and ensure that Customers Equipment or cables do not adversely affect safety of any persons or property;
4.5.3 fulfill requirements established by the Acceptable Use Policy and requirements established by the relevant Service Description.

Article 5. Prices and Payment

5.1 If it is not provided otherwise by the Parties in a relevant Customer Order the procedure of billing by CPC and payment by Customer shall be the following:
5.1.1 Non-recurrent (one-time) charges shall be paid by the Customer in advance within ten (10) working days after the day of invoicing on the basis of an invoice issued by CPC. The Customer shall do so by transferring amounts of the charges to specified bank account. The invoice shall be issued by CPC after signing by the Parties of the Master Service and (or) Lease Agreement, the customer order and annexes to them.
5.1.2 Periodical (monthly) charges under a Contract shall be paid by the Customer every three months in advance till 25 day of the month preceding the relevant Billing Period after signing by the Parties of Technical Acceptance Certificate.
5.1.3 The Periodical (monthly) charges for an incomplete Billing Period commencing on the RFS Date or ending on the termination date of a Contract shall be paid by the Customer on a pro rata basis. Where the RFS Date is delayed, any Periodical (monthly) charges pro rata recurring charge shall be adjusted in the invoice for the next Billing Period.

5.1.4 Applicable usage-based charges and charges based on amount of time and materials shall be paid by the Customer from the RFS Date and may be invoiced by CPC in arrears. Customer shall pay such invoice within 10 (ten) business days after the issuance date of invoice and Acceptance Certificate, signed by CPC, according to the terms of 5.1.6.
5.1.6 In respect of all due and unpaid by the Customer invoiced amounts, CPC reserves the right to charge (based on the relevant reclamation sent to the Customer) (i) interest in the amount of 0,1% for each day of payment delay, but not more than 10 (ten) % per cent of the relevant charge’s amount. CPC reserves the right to adjust the interest percentage for late payments based on market developments.
5.1.7 All prices and costs of Services/Lease stated by the Contract, provided in additional agreements and annexes to the Contract are exclusive of any applicable value added tax, duties and similar taxes unless it is stated otherwise by the above listed documents, the Customer shall pay the invoice issued by CPC with VAT included according to the tax rate stated by law of the Russian Federation for the moment of invoicing..
5.1.8 All payments due by Customer to CPC under any Customer Order shall be in the currency specified in the Customer Order. For orders denominated in Euros or in US dollars, the Euro and US dollar amounts shall be translated into Rubles in accordance with the Central Bank RF exchange rate on the date of invoicing, gross, free of any right of counter-claim and without any deduction or withholding of any sum.
5.1.9. If a delay in the Ready for Service Date can be caused by actions (failure to act) of the Customer or its Personnel, any applicable charges arising under this Agreement shall be payable as of the day such charges would have been payable if such delay had not occurred.
5.2. CPC shall be entitled to raise unilaterally the prices for Services/Lease from 01 January of every year for the index of consumer prices over the past year, published on the website of the Federal State Statistics Service RF. CPC may do so on condition that not more than 12 months have passed from RFS.

Article 6.Suspension of Service and (or) Lease

6.1 CPC shall be entitled by giving a prior notice in writing and on the phone, showing cause thereby, accompanied with a copy of the relevant instruction (decision) of the state body, if applicable (with the exception of clauses 6.1.3 and 6.1.4 of the Agreement in which cases a post factum notice by email no later than within 4 (four) hours shall be given), to suspend provision of all or part of the Service and (or) Lease, and to disconnect, switch off, block online access to and/or disconnect Customer’s equipment in the following cases:
6.1.1 if CPC shall suspend provision of Service or granting Lease on lawful demand of authorized state body of the Russian Federation; or
6.1.2 if Customer has failed to transfer to CPC account the amount owed to CPC in regard to Service/Lease within a period stated by Article 5 of the present Agreement; or
6.1.3 if the quality or availability of the services provided by CPC to other customers is, or is threatened to be, adversely affected by the conduct (failure to act) of Customer or Customer’s Personnel or by Customer’s Equipment; or
6.1.4 if, If due to conduct (failure to act) of Customer or Customer’s Personnel or by Customer’s Equipment safety of people and (or) property is at risk; or
6.1.5 if insolvency procedure has been initiated against the Customer;
6.1.6 if Customer does not comply with the Acceptable Use Policy, in which cases the suspension by CPC may be done in accordance with the procedure set forth by the said policy.
6.1.7. If the Customer has failed to sign the Acceptance Certificate or to present a motivated refusal to sign the Acceptance Certificate under Article 5.1.5 of the present Agreement.

6.2 The suspension of Service/Lease referred to in Article 6.1 shall be lifted within 1 (one) Business Day after the day when grounds giving rise to the suspension of Service/Lease have ceased to exist. If the suspension has been caused by the Customer's failure to duly fulfil its obligations under the Contract, CPC shall then be entitled to claim, and Customer shall pay upon demand any repeated reconnection charges incurred by CPC when lifting the suspension and resuming the provision of the Service and (or) Lease. Customer’s failure to pay such cost incurred by CPC may serve a ground for suspension pursuant to Article 6.1.2.
6.3 Customer shall be obliged to pay as a penalty under the Agreement all periodical (monthly) charges that accrue under the Customer Order throughout the period of suspension referred to in this Article, save in respect of suspension of Service/Lease under Article 6.1.1 of the present Agreement unless such suspension is attributable to a breach, fault, act or omission of Customer or its Personnel.


Article 7 Limitation of Liability and Indemnification

7.1 Except for the guaranties expressly provided in the Contract, CPC makes no other guarantee under the present Agreement,.
7.2 Subject to Article 15 of the Civil Code RF, CPC shall under no circumstances be held liable for any loss of expected profit of the Customer.
The amount of actual damage of the Customer to be recovered and caused by CPC failure to perform obligations under the Contract shall be limited to the amount of compensation provided in the relevant Service Description regarding Lease or in Service Level Agreement in regard to the Service.
Damage done to the Customer’s equipment through CPC fault shall be compensated in accordance with Article 1064 and Article 1068 of the Civil Code RF.
7.3.1 For each calendar year CPC’ aggregate liability to Customer arising from or in connection with any delayed delivery, interruption, disruption or degradation of the Service and any failure to properly fulfill its obligations in relation to Lease, provided in the relevant Service Description or in the Service Level Agreement shall not exceed an amount equal to fifty percent (50%) of the charges (to be) invoiced, during that calendar year under the Customer Order, including amounts of compensations paid to the Customer pursuant to relevant SLAs.

Article 8 Force Majeure

8.1 Pursuant to Article 401 of the Civil Code RF Parties shall not be held liable for failure in performing any of its obligations under the Contract if such failure is caused by or arises as a result of an event of force majeure including, but not limited to, the following examples (provided these examples were not caused or made possible due to the negligence of such Party).
8.2 The Party victim of a force majeure event shall as soon as reasonably possible notify the other Party in writing about the occurrence of such event and the estimated extent and duration of its inability to perform its obligations under the Contract caused by the effect of force majeure.
8.3 In the event of the occurrence of a force majeure event, the Party victim of the force majeure event shall use all reasonable endeavours to minimise the effects of the force majeure event.


Article 9 Confidentiality

9.1 Pursuant to the Federal Law RF No.98-FZ dated on 29.07.2004, On commercial secret, and Federal Law No.152-FZ dated on 27.07.2006, On personal data for a period of five (5) years from the date of this Agreement and from the date of the last Customer Order to be signed under the Contract, Parties shall keep confidential all (and shall not disclose to any third party any) contractual documentation and terms contained in each Contract and any and all other information about the other Party, including but not limited to information about the other Party’s business operations and customers that is acquired during the term of such Contract.

9.2 The obligation of confidentiality referred to in Article 9.1 shall not apply to information which:
9.2.1 is in or comes into the public domain other than by breach of the present obligation of secrecy;
9.2.2 is required by law, regulation, or request of a competent state body under procedure stated by law of the Russian Federation;
9.2.3 is provided to the respective specialists  lawyers, advisors, auditors or financiers of the Parties provided they are under the obligation to treat such information as confidential;
9.2.4 is rightfully received from a third party without breach of the present confidentiality obligation under the present Agreement.
9.3 Neither Party shall publish on the Internet, make any press announcements in any mass media concerning the Contract without the prior written consent of the other Party.
9.4. The Customer hereby gives its express consent to data processing by CPC in regard to the contractual documentation and information about the Customer including personal data, if any. The data processing includes systematization, collection, retention, and trans-border transfer of Customer’s data.


Article 10 Governing Law, Dispute Resolution, Language

10.1 Contract and, for the avoidance of doubt, the provision of a Service and (or) Lease under any Customer Order, shall be governed by the laws of the Russian Federation.
10.2 Any dispute concerning the conclusion, performance, termination, invalidation, interpretation or otherwise connected with the Contract shall be settled by the Commercial Court of Moscow City.
10.3 This Master Service and (or) Lease Agreement is executed in 2 (two) or 3 (three) counterparts, each in Russian and in English, one counterpart for each Party. In case of inconsistencies between the Russian and the English texts of the present Agreement and any other documents making the Contract of the Parties, the Russian version of a relevant document shall prevail.

Article 11.Termination and Results of Termination

11.1 The present Agreement, each Customer Order and other documents of the Contract shall come into effect on the date of signing CPC shall be obliged to provide Service/Lease under the Customer Order from the date of signing by the Parties of Technical Acceptance Certificate. The Customer Order shall be effective within the Initial Term to be calculated from the date of signing by the Parties of Technical Acceptance Certificate.
As the Initial term is expired the Parties agree to consider the Customer Order as one concluded for an unlimited period of time, thereafter the Customer is entitled to terminate the Customer Order on not less than three (3) months prior written notice to CPC.
11.2  The Contract is effective within Initial Term of a  relevant Customer Order.
As the Initial term is expired the Parties agree to consider the Contract as one concluded for an unlimited period of time, unless another Initial Term is provided in another Customer Order.
The Contract may be terminated by the Customer on condition of reimbursing to CPC the amount of actually incurred costs and amounts provided for by the present Agreement as contractual penalty for premature termination of the Customer Order, if applicable:

Prior to the expiry or after the expiry of the Initial Term of such Contract, by giving to CPC written notice at least three (3) months prior the proposed termination date for the Customer Order (Contract);
11.3. If Customer gives notice of termination of any Contract in the form of a letter signed by authorized representative of the Customer and bearing seal of the Customer (if applicable):
(i) prior to the RFS Date,
(ii) prior to the expiry of the Initial Term,
(ii)After expiration of Initial Term,
the termination of the Contract (Customer Order) regarding provision of Service/Lease shall be executed through signing by the parties of an Additional Agreement on termination of the present Agreement or of the relevant Customer Order on condition that the Customer has paid in full to CPC the actually incurred costs and the amount of contractual penalty provided for by the present Agreement regarding premature termination of the Contract (Customer Order).
11.4.1. The Parties have specifically agreed that the reimbursable costs of CPC mentioned in Article 11.3 may inter alia include:
(i) price of any works carried out by CPC or at CPC’ order for preparing a place for installation or connection or disconnection of equipment used or requested by Customer;
(ii) remuneration paid to external specialists brought by CPC (engineers, technicians, project managers, etc) assigned by CPC specifically for provision of the relevant Service;
(iii) price of any equipment and materials purchased by CPC specifically for the purpose of providing Services to Customer under a relevant Customer Order;
(iv) any amounts of fees and other payments to third providers
11.4.2 The Customer shall reimburse in full the actually incurred costs related to the Services provided to the Customer until the day of signing of the relevant Additional Agreement on termination of the Contract (Customer Order) within 10 (ten) business days after submitting an invoice on condition of Customer’s receipt of the documents proving the incurred expenses of CPC by transferring the payment into the bank account specified in the invoice.
11.5 In case of (i) suspension of the Customer’s Lease of particular telecommunication modules, racks, units other equipment  and places in the Data-Center by CPC pursuant Article 6.1 and if such suspension continues for five (5) consecutive days without resumption of the Lease in accordance with Article 6.2, or (ii) in case of breach of the Customer of its obligations under the present Agreement, Customer Order or any other document being a part of the Contract, CPC would be entitled to unilaterally terminate the relevant Customer Order out-of-court by delivering a written notice to Customer specifying the date of termination of the Lease of the particular equipment.
11.6 If CPC terminates the Service and (or) Lease because of Customer’s breach of the Agreement pursuant Article 11.5 or Article 11.7 (except for termination in connection with Article 6.1.1 and Article 6.1.5), or, if the Customer exercises premature termination of the Lease in accordance with the provisions of Article 11.9 of the Agreement, the Customer shall be obliged within ten (10) calendar days after receipt of the invoice to pay by transferring amounts into the bank account provided in the invoice, all actually incurred costs charges for the Service and (or) Lease provided up to and including the effective date of such termination. Besides, in such case CPC would be additionally entitled in this case to demand from the Customer to pay a premature termination charge provided for by the present Agreement in cases for premature termination of the Contract (Customer Order) and to be calculated under Article 11.6.1 and Article 11.6.2 of the present Agreement.
The Parties have agreed that if the Customer early terminates a Customer Order regarding provision of a telecommunication Service on the territory of a foreign state or in regard to usage of telecommunication channels granted by foreign telecommunication operators on the territory of a foreign state, the relevant premature termination of the Customer Order by the Customer shall be made pursuant to Article 1210 of the Civil Code RF in accordance with Article 7:411 of the Civil Code of the Netherlands stating that premature termination of the stated international service provision agreement shall be made after paying off of remuneration (fee) to the service provider.
In that case, as it has been agreed by the Parties, in case of premature termination of the above mentioned Customer Order, the Customer shall be obliged to pay to CPC premature termination charge of the Customer Order, which shall be calculated under Article 11.6.1 of the present Agreement in accordance with law of the Netherlands.
11.6.1 If Customer terminates the Service before expiry of the relevant Initial Term under the Customer Order 100% of the relevant periodical (monthly) charges to be paid for the remainder of the Initial Term.
11.6.2 If Customer terminates a Lease before expiry of the relevant Initial Term of the Lease under the relevant Customer Order, the Customer shall be obliged to pay a contractual penalty for early termination of the lease agreement in compliance with the laws of the Russian Federation on lease in the amount of 100% of the relevant periodical (monthly) charges that should have been paid for the remainder of the Initial Term of the Lease.
11.6.3. The provisions of Articles 11.6, 11.6.1, 11.6.2 of the present Agreement shall be accordingly applicable to cases of partial unilateral premature termination of service or decrease of scope of lease under a relevant Customer Order in proportion to the amount of price reduction in accordance with the Customer Order.
11.7 In case of suspension of the delivery of a Service by CPC pursuant to Article 6.1 and if such suspension continues for six (6) consecutive months without resumption in accordance with Article 6.2, CPC pursuant to Clause 3 of Article 44 of the Federal Law dated on 07.07.2003 No. 126-FZ, On telecommunication shall be entitled to unilaterally terminate the Customer Order on provision of such Service out-of-court by delivering a written notice to Customer specifying the date of termination of such Service.
11.8 Upon termination of any Contract, CPC is entitled to require Customer within five (5) days to disconnect and remove all or any Customer Equipment and infrastructure elements from CPC’ network within a reasonable term. In case Customer fails to comply with such requirement CPC would be entitled to do so itself or through a third party and Customer shall then be obliged to reimburse the costs of CPC and damages caused by the Customer’s failure to remove the said property.
11.9 Customer has no right of early unilateral termination of any Lease except under grounds for termination expressly and mandatorily provided for by Article 620 of the Civil Code RF. The Parties may also agree on early termination of a Lease under a Contract (Customer Order) pursuant to procedure provided for by the present Agreement.
11.10.Pursuant to Article 359 of the Civil Code RF CPC shall have a lien on, and Customer shall not be entitled to remove, any equipment or infrastructure elements or any other property in possession of CPC, until all sums due to CPC under the Contract (Customer Order) including non-payment of periodic (monthly) charges, contractual penalty for overdue payments and contractual penalty for premature termination of the Contract (Customer Order), have been settled in full by Customer. CPC shall bear no liability whatsoever for any damages which may be caused to Customer by CPC retaining the aforementioned property, including without limitation the impossibility of use of the equipment held by CPC or the impossibility for Customer to perform its obligations relating to such property or otherwise.
11.11 After termination of any Contract, for whatever reason, Articles 7 to 12 shall remain effective.
11.12 Parties have agreed that Customer shall have no pre-emptive right for prolongation or provision of Lease for a new term, i.e. Customer does not have a pre-emptive right for prolongation or conclusion for a new term of the present Agreement or any Customer Order.

Article 12.Intellectual Property Rights and Data Protection

12.1 Subject to the restrictions and the terms and conditions set out elsewhere in each Contract, CPC grants to Customer license to use the software, equipment or other materials provided in connection with the Service and (or) Lease under the Contract ‘as is’ basis for internal purposes regarding the Service/Lease.
12.2 All intellectual or industrial property rights to any software, equipment or other materials, including documentation, provided to Customer in connection with the Service and (or) Lease, shall solely be held by CPC or its suppliers and licensors. Customer shall only acquire such rights as are granted under the Contract.
12.3 Each Party undertakes to carry out its obligations pursuant to applicable personal data protection legislation. Each Party warrants that any personal data it makes available to the other Party in accordance with the Agreement shall be properly stored in accordance with the applicable data protection legislation and that each disclosing Party will have obtained all necessary consents to forward such information to the non-disclosing Party.

Article 13 Final Provisions

13.1 No variation, amendment, modification and addition to or cancellation of any provision of the Contract or any documents being parts thereof shall be effective unless agreed upon in writing by a duly authorised representative of Customer and CPC.
13.2 Nothing in a Contract shall be deemed to constitute a partnership or joint venture between the Parties or to constitute one Party the agent of the other for any purpose whatsoever.
13.3 None of the rights and obligations contained in a Contract shall be assigned or transferred by either Party without the prior written consent of the other Party (which neither Party shall unreasonably withhold or delay).
13.4 Failure or delay by either Party in exercising any right or remedy will not constitute a waiver. In the event that any provision of this Agreement shall be declared invalid, the entire Agreement shall not fail on its account, and that provision shall be severed, with the remainder of the Agreement continuing in full force and effect.
13.5 This Agreement constitutes the complete and exclusive statement of understanding between the Parties, and supersedes all prior or concurrent proposals and other communications between the Parties, if any, relating to the Service and (or) Lease ordered.
13.6 Any notice in the course of fulfillment of a Contract or this Agreement shall have legal effect if it is made in writing and either:
13.6.1 delivered by hand to the other Party; or
13.6.2 sent by post or courier with confirmation of delivery addressed to the other Party at its address specified in the relevant Customer Order.
13.7 Either party may amend its postal address, by written notice to be sent to the other party within a reasonable period of time.
13.8 The Parties have provided each other with copies of the following documents:
• Charter;
•  Articles of incorporation;
• Document, confirming the authorities of executive organ of the legal entity;
• State Registration Certificate;
• Tax Office Registration Certificate;
• Extract from the United Register of Legal Entities;

• Valid licenses


Signatures

Signed for and on behalf of:
CITIC Telecom CPC Rus LLC
ITN: 771 4389762
KPP: 771301001
Registered/Postal address:
127083, Russia, Moscow, ul.8 Marta, building 14, 5th floor, premises XIX, room 7
BSRN: 116 774 649 3914
Acc № 40702810801600004121
JSC Alfa-Bank, 107078, Russia, Moscow
Ul. Kalanchevskaya, d.27
BIC 044525593
Tel.: +7 495 657 92 77;
Fax: +7 495 797 9161
Name : G.O.Abolonin
Title: Director General
Date:



CUSTOMER
_________________________
ITN _______________
KPP _______________
Registered address:
_______________
Address for correspondence: _______________
Acc №: _______________
Bank: _______________
Corr. Acc. №: _______________
BIC: _______________
Tel.: _______________
Fax: _______________
E-mail: _______________
Name : _______________
Title: _______________
Date: _______________








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