Microsoft Word - BHARTI AIRTEL- RIO

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

BHARTI AIRTEL LIMITED REFERENCE INTERCONNECTION OFFER

THIS REFERENCE INTERCONNECTION OFFER (“RIO”) IS

MADE BY: BHARTI AIRTEL LIMITED (AIRTEL), a company incorporated under the

Companies Act, 1956 and whose registered office is at Bharti Crescent, 1, Nelson Mandela Road,

Vasant Kunj, Phase II, New Delhi 110 070, India (“Airtel”);

ON: [___ November, 2019]

PURSUANT TO: Regulation 3 (d) of International Telecommunication Access to Essential

Facilities at Cable Landing Stations Regulations, 2007 (5 Of 2007) dated June 7, 2007 and the

International Telecommunication Cable Landing Stations Access Facilitation Charges and Co-

Location Charges (Amendment) Regulations, 2018.

Whereas:

A. The Telecom Regulatory Authority of India has published International

Telecommunication Access to Essential Facilities at Cable landing stations Regulations,

2007 (5 Of 2007) (hereinafter referred to as ‘Regulations’) dated 7

June 2007.

B. Regulation 3(d) of the Regulations requires every owner of the cable landing station to

submit a proposed Reference Interconnection Offer (“RIO”) i.e. a document containing the

terms and conditions of Access Facilitation and Co-location facilities for specified

international submarine cable capacity in accordance with the provisions of the

Regulations (hereinafter referred to as the ‘RIO’) for approval of Authority.

C This Reference Interconnect Offer includes the minimum terms and conditions on

which AIRTEL will enter into an agreement with the Indian International

Telecommunication Entity (hereinafter referred to as ‘IITE’).

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

CONTENTS

REFERENCE INTERCONNECTION OFFER

1. INTERPRETATION AND DEFINITIONS

2. SCOPE OF AGREEMENT

3. CONDITIONS PRECEDENT

4. REPRESENTATIONS & WARRANTIES

5. CHARGES AND BILLING

6. TAXES & PAYMENTS

7. SECURITY DEPOSIT

8. LIMITATION OF LIABILITY & INDEMNIFICATION OBLIGATION

9. SUSPENSION

10. TERM, TERMINATION AND RESTORATION

11. CONSEQUENCES OF TERMINATION

12. FORCE MAJEURE

13. INTELLECTUAL PROPERTY RIGHTS

14. INSURANCE

15. ANNOUNCEMENTS AND CONFIDENTIALITY

16. ASSIGNMENT

17. WAIVERS

18. SERVING OF NOTICES AND COMMUNICATIONS

19. ENTIRE AGREEMENT

20. GOOD FAITH AND NON-EXCLUSIVITY

21. PARTIAL INVALIDITY

22. COSTS AND EXPENSES

23. INDEPENDENT CONTRACTORS AND AGENCY

24. GOVERNING LAW

25. DISPUTE RESOLUTION

26. APPLICABLE DATA PROTECTION LEGISLATION

27. AMENDMENTS

28. ETHICS AND CODE OF CONDUCT

29. COUNTERPARTS

SCHEDULE-1

SCHEDULE-2

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

BHARTI AIRTEL LIMITED

REFERENCE INTERCONNECTION OFFER

THIS AIRTEL REFERENCE INTERCONNECTION OFFER (RIO)

MADE ON: [ ……………DAY OF ………..MONTH, 2019]

BETWEEN:

(1) BHARTI AIRTEL LIMITED, a company incorporated under the Companies Act, 1956

and having its registered office at a company incorporated under the Companies Act, 1956

and whose registered office is at Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj,

Phase II, New Delhi 110 070, India (“Airtel”);which expression shall unless repugnant

to or inconsistent with the context, mean and include its successors, Affiliates and

permitted assigns;

AND

(2) [IITE], a company incorporated under the _______and having its registered office

at_________ which expression shall unless repugnant to or inconsistent with the context,

mean and include its successors, Affiliates and permitted assigns;

RECITALS:

A. Airtel owns, operates and manages Submarine Cable Landing Station situated -

____________________________________________________________

B. Airtel as the owner of a Cable landing station is under obligation to provide, pursuant

to the said Regulations (a) to provide on a fair and non- discriminatory terms and

conditions, at its cable landing station, Access Facilitation to any IITE (b) to interconnect

specified international submarine cable landing at its cable landing station in India in

accordance with the provisions of these Regulations (c) to provide Co-location space, if

such Co-location space is required by it for accessing international submarine cable

capacity on any submarine cable system.

C. Airtel is offering the same at Alternate ________________________________________

D. IITE has approached AIRTEL vide its application dated in

Form-I and/ or Form –II along with documents as specified therein.

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

E. Based on the representations made by IITE in the said Form I and/ or Form II dated

, AIRTEL shall provide Access Facilitation and/or Co-location facilities (as the case may

be) to the IITE, in terms of the Regulations and on terms and conditions as set out

hereunder.

F. AIRTEL agrees to provide Access Facilitation and/or Co-Location facilities and IITE

agrees to takes such facilitation and/or facilities in accordance with the terms and conditions

as set out hereunder and the terms of the Regulations.

THE PARTIES AGREE AS FOLLOWS:

1 INTERPRETATION AND DEFINITIONS

1.1 Interpretation

1.1.1 General

The main body of this RIO ;

Schedule 1- ACCESS FACILITATION SERVICES

Schedule 2 - COLOCATION SERVICES

1.1.2 In the event of an inconsistency between the main body of this RIO, the Schedules,

the order of precedence (unless expressly stated to the contrary) shall be as

follows:

a) the main body of this RIO

b) Schedules;

1.1.3 Nothing in this RIO affects any statutory rights granted or provisions required, in

either case, by statutory law that cannot be waived or limited by contract. If there is a

conflict between the terms in this RIO and statutory law, statutory law will prevail.

1.1.4 Capitalized terms refer to defined terms as stated in Clause 1.2 below, be they in the

body of this RIO or any attachment hereto.

1.1.5 In this RIO words importing the singular include the plural and vice versa and words

importing one gender includes any other gender.

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

1.1.6 The headings of Clauses are for ease of reference and shall not affect the construction

of this RIO.

1.1.7 References in this RIO to Clauses or Schedules are references to Clauses of or Schedules

to this RIO.

1.1.8 Any reference to any legislation, statute, rule or order shall include its amendment,

replacement or re-enactment for the time being in force and any of its by-laws, licences,

statutory instruments, rules, Regulations, orders, notices, directions, consents or

permissions and any condition attached to them.

1.2 DEFINITIONS

In this RIO the following words will have the meanings specified below:

a. “Access Facilitation” means provisioning of technical infrastructure to facilitate access to the

capacity acquired by an eligible IITE on Indefeasible Right of Use basis or on short-term lease

basis from an owner of the submarine cable capacity or a member of consortium owning

submarine cable capacity;

b. “Access Facilitation Charges” means charges payable by the eligible IITE to the AIRTEL for

using technical infrastructure facilitating access to the capacity acquired on Indefeasible Right

of Use basis or on short-term lease basis from an owner of the submarine cable capacity or a

member of consortium owning submarine cable capacity;

c. “Act” means the Telecom Regulatory Authority of India Act, 1997 (24 of1997) and the

Indian Telegraph Act, 1885;

d. “Alternate location” or “Alternate Site” means the location other than the cable landing station

where the AIRTEL provides, access to international submarine cable capacity and such

location includes space for collocation of equipment;

e. “Authority” means the Telecom Regulatory Authority of India established under sub-section

(1) of section 3 of the Act;

f. “backhaul circuit” means a domestic telecom circuit which connects a cable landing

station to the infrastructure or equipment of IITE at its premises ;

g. “Cable landing station” means the location; (i) at which the international submarine cable

capacity is connectable to the backhaul circuit; (ii) at which International submarine cables

are available on shore, for accessing international submarine cable capacity; and such location

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

includes buildings containing the onshore end of the submarine cable and equipment for

connecting to backhaul circuits;

h. “Co-location Facilities” means the facilities at a submarine cable landing station (including

building space, power, environment services, security and site maintenance) which may be

offered by the AIRTEL to the eligible IITE to facilitate access to the cable landing station of

such owner (including installation of co-location equipment);

i. “Co-location charges” means the charges payable by the eligible IITE based on the type of

facilities used, for the purpose of housing the equipment of such eligible IITE, at the premises

of AIRTEL which provides the access to its cable landing station, and such charges include

charges for providing space, power supply, accessing physical facilities, operation and

maintenance of co-location site for the said purpose;

j. “Co-location lead-time” means the time taken by AIRTEL to make available co-location site

to IITE;

k. “Capacity owner” means an International Telecom Carrier or Foreign Carrier or Indian

International Long Distance Operator who owns capacity on the international submarine cable

landing at the cable landing station in India;

l. “eligible IITE” means-- (i) an International Long Distance Operator, holding licence to act as

such, and, who has been allowed under the licence to seek access to the international

submarine cable capacity in submarine cable system landing at the cable landing stations in

India; or (ii) an Internet Service Provider, holding valid international gateway permission or

licence to act as such, and, who has been allowed under the licence to seek access to the

International submarine cable capacity in submarine cable system landing at the cable landing

stations in India;

m. “Grooming Service” means breaking down higher capacity outputs from the submarine

cable at a place or point at which it terminates into the lower capacity channels for connection

to the backhaul circuits of IITE;

n. “International Long Distance Operator” means a service provider or operator who has been

granted licence to act as such to provide international long distance service;

o. Indefeasible Right of Use” means the right to use the Reference Capacity, (i) on long term

lease for the period for which the submarine cable remains in effective use; (ii) acquired

(including equipment, fibers or capacity) under an agreement entered into between the

Capacity owner and an eligible IITE; (iii) in respect of which maintenance cost incurred

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

becomes payable in any circumstances during the period of validity of the agreement referred

to in sub–clause (i) of this clause; 4

p. “Licence” means a licence granted or having effect as if granted under section 4 of the

Indian Telegraph Act, 1885, (13 of 1885) and Indian Wireless Telegraphy Act, 1933 (17 of

1933);

q. “Non-recurring Charges” means charges accruing on non-recurring basis and includes,

restoration charges, cancellation Charges, initial charges, installation charges, deposits,

security payments and/or any other charges on non- periodic basis, as the case may be;

r. “operation and maintenance charges” means the annual charges,- (i) payable to the AIRTEL

by the eligible IITE; (ii) for operation and maintenance of facilities for accessing the capacity

of the cable landing station of such owner;

s. “Recurring Charges” means charges accruing on recurring basis and includes Access

Facilitation for Reference Capacity on annual lease basis, Operation and maintenance

charges, Co- Location Charges and/or any other charges payable on periodic basis, as the case

may be;

t. “Reference Capacity” means the international submarine cable capacity,-- (i) in the submarine

cable system landing at the cable landing station in India; (ii) acquired whether on ownership

basis or lease basis by the eligible IITE; (iii) activated by the owner of the submarine cable

system or a member or members of consortium of submarine cable system;

u. “Reference Interconnect Offer” means an offer made by AIRTEL containing the

terms and conditions of Access Facilitation and Co-location of equipment published after the

approval of the Authority;

v. “Regulations” means the International Telecommunication Access to Essential Facilities at

Cable Landing Stations Regulations, 2007 (5 Of 2007) dated June 7, 2007 and the

International Telecommunication Cable Landing Stations Access Facilitation Charges and

Co-Location Charges (Amendment) Regulations, 2018;

w. “Schedule ” means the Schedule appended to these regulations;

x. “specified international submarine cable” means any submarine cable having International

submarine cable capacity landing at a cable landing station in India;

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

y. “owner of cable landing station” means a service provider who owns and manages submarine

cable landing station in India and has been granted licence to provide international long

distance service;

All other words and expressions used in the RIO but not defined, and defined in the Act and the

rules and other regulations made thereunder, shall have the meanings respectively assigned to them

in the Act or the rules or other regulations, as the case may be.

2 SCOPE OF AGREEMENT

2.1 The following Services are covered by this RIO: -

a. Access Facilitation to cable landing station and related international submarine cable

capacity, in accordance with Schedule 1,

b. Co-Location at Alternate Co-Location Site, in accordance with Schedule 2.

3 CONDITIONS PRECEDENT

3.1 Submission of the application Form- I for Access Facilitation and /or Form- II for Co-

Location with all requisite documents as mentioned in said Forms.

3.2 IITE is duly licensed to provide international telecommunications services from and into

India under the provisions of the Indian Telegraph Act, 1885 and the Rules made there under

and such licenses are valid and subsisting or an Internet Service Provider, holding valid

international gateway permission or licence to act as such, and, who has been allowed under the

licence to seek access to the International submarine cable capacity in submarine cable system

landing at the cable landing stations in India and undertakes to promptly inform AIRTEL in the

eventuality such license cease to remain valid due to any reasons whatsoever;

3.3 As an IITE, the entity seeking Access Facilitation under this RIO undertake to comply with the

applicable security and monitoring requirements under its license as per the applicable rules

and Regulations notified by the Department of Telecommunications, Government of

India(“DoT”) from time to time. IITE covenants with AIRTEL that such IITE shall itself

comply with and ensure fulfilling of all terms and conditions of its telecommunication license

and the applicable security and monitoring requirements of Government of India and other

regulatory or concerned agencies or authorities. IITE understands that the onus of complying

with the security and monitoring requirements conveyed by Department of Telecommunication

(DoT) from time to time remains with IITE and not with AIRTEL.

3.4 IITE further covenants with AIRTEL that it shall also permit and where required assist,

permit and co-operate with AIRTEL, to carry out any and all acts or measures as may be

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

necessary to comply with any directions or orders of any regulatory or concerned authority,

issued for the purpose of complying with Regulations including any security or monitoring

requirements or for any other purposes as such regulatory or concerned authority may have

determined.

3.5 IITE undertakes and covenants with AIRTEL that IITE shall comply with the prevailing laws,

rules and Regulations in India (including but not limited to the Indian license agreements for

international long-distance operators and national long-distance operators, the Indian Telegraph

Act, 1885 & the Indian Telegraph Rules, 1951 and Information Technology Act, 2000 and any

amendments or replacements made thereto) and any statutory modifications or re-enactments

thereof.

3.6

IITE undertakes and covenants to inform AIRTEL within 48 hours if the authorization

or commercial arrangement to acquire Reference Capacity on IRU/ Lease basis from Submarine

Cable System Owner or a member of the Submarine Cable System Consortium or from

concerned Submarine Cable Consortium is terminated

4 REPRESENTATIONS AND WARRANTIES

Each of THE PARTIES represents and warrants in relation to itself to the other that:

a. it has all requisite corporate power and authority to execute, deliver and perform

its obligations under this RIO and has been fully authorized by all requisite corporate

actions to do so;

b. it has all necessary statutory and regulatory permissions, approvals and permits

for the running and operation of its establishment for the conduct of its business;

c. it has full right, title and interest in and to all trade names, trademarks,

service marks, logos symbols and other proprietary marks (collectively ‘IPR’)

(including limited right of use of those owned by any of its vendors, affiliates or

subcontractors) which it

provides to the other Party, for use related to the Services, and that any IPR provided

by a Party will not infringe the marks of any third party;

d. it will provide such cooperation as the other Party reasonably

requests in order to give full effect to the provisions of this RIO;

e. the execution and performance of this RIO by either of the Parties does not and

shall not violate any provision of any existing Agreement with any Party.

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

5 CHARGES AND BILLING

5.1 Subject to clause 5.2, IITE shall pay to AIRTEL the Recurring and Non- Recurring

Charges for services supplied by AIRTEL to the IITE, as specified from time to time including

but not limited to those detailed below:-

NOTE---- Charges have already been decided by TRAI under the regulation and if the charges are

lower than the regulation the it shall be mutually agreed between the parties

a) Access Facilitation Charges (in case of IRU): In case of IRU, one time Access Facilitation

Charges per unit capacity payable as per Schedule 1.

b) Access Facilitation Charges (in case of annualized lease): In case of lease,

recurrent Access Facilitation Charges per annum per unit capacity payable as per Schedule 1.

c) Annual Operation & Maintenance (O&M) charges: Charges for annual operation and

maintenance, for IITE, being access seeker as per Schedule 1.

d) Restoration charges: In the event of suspension or termination of the licence of IITE, which

has been subsequently restored, the Access Facilitation arrangement if discontinued due to such

termination or suspension/ disconnection under clause 9 and 10 (as the case may be) may be

restored by AIRTEL upon payment of all costs for the purposes of reconnection or restoration of

the Access Facilities, as the case may be. Further, if an authorization of IITE or arrangement

entered into by it to acquire Reference Capacity on IRU or lease from submarine cable

system or from a member of the submarine cable system consortium or from concerned

submarine cable consortium, has been earlier withdrawn or rescinded but is subsequently restored,

the access facilitation arrangement, if discontinued due to such withdrawal or rescinding may be

restored by AIRTEL upon payment of charges as specified in Schedule 1.

e) Cancellation Charges: In the event IITE fails to acquire number of requested units either due to

withdrawing of authorization or rescinding of agreement or any other reasons, IITE shall

be liable to pay cancellation charge as specified in Schedule 1.

g) Co-Location charges: Co-Location charges shall be as per Schedule 2.

h) Misc. Charges: Any other charges as described in Schedule 1.

5.2 Any additional/ further Recurring Charges and Non-recurring Charges for each service

shall be payable as stated in Schedules 1 and 2.

The schedules of charges appended herein as per “The International Telecommunication

Cable Landing Stations Access Facilitation Charges and Co-Location Charges

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

(Amendment) Regulation, 2018 are strictly without prejudice to our rights and contentions in

Special Leave Petition (SLP) (C) No. 032717 - / 2018 currently pending decision before the

Hon’ble Supreme Court. All the charges / amounts payable under this RIO are subject to

revision, based on the final outcome of the SLP. Airtel reserves its right to claim the

differential payments/amounts at the appropriate stage.

5.3 Payment of all sums due under RIO shall be made within 15 calendar days of the Invoice date.

Payment of all sums due under RIO shall be made by electronic transfer, cheque or other method

as either Party may reasonably specify from time to time and payment of all such sums shall be

made in full for invoiced amounts without any counterclaim and free and clear of any

withholding, set-off or deduction; and shall be accompanied by such information as is

reasonably required by AIRTEL to properly allocate payments received.

5.4 Without prejudice to its other rights AIRTEL reserves the right to charge interest on all

outstanding amounts @ 2% above the prevailing Prime Lending Rate of the State Bank India.

For the avoidance of doubt, late payment or default in payment constitutes material breach of

term of this RIO.

6 TAXES & PAYMENT

6.1 Both Non-recurring Charges and Recurring Charges are exclusive of Goods and Services tax

or similar taxes levied on sales or services where applicable, and any other present or future

levy, duties and taxes, including but not limited to withholding taxes, applicable from time to

time, which IITE shall liable to pay. The Parties shall be responsible for and pay their own

corporation tax, income tax howsoever arising out of their participation in the provisions of this

RIO.

7 SECURITY DEPOSIT

7.1 At the time of the execution of this RIO, AIRTEL shall assess the net worth and credit

worthiness of IITE and based on the same AIRTEL reserves the right to demand an interest free

refundable security deposit amount, which shall in no case exceed 50% of the sum total of all

the Recurring Charges to be paid in a calendar year by IITE to AIRTEL for the due performance

of the terms and conditions of this RIO. This security deposit amount shall be refundable by

AIRTEL to IITE on the termination of this RIO after adjustments of any dues payable by IITE

to AIRTEL.

7.2 In case IITE fails to make any payment due to AIRTEL as stated in clause 5, within the

stipulated time, AIRTEL reserves the right to recover such payments from the Security

Deposit.

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

7.3 The Security Deposit may be forfeited by AIRTEL to recover any amount payable by

IITE and also in the event of violation of any terms and conditions of this RIO. IITE shall

immediately credit the amount debited from the security deposit to ensure that the Security

Deposit is never short of the required amount.

8 LIMITATION OF LIABILITY & INDEMNIFICATION OBLIGATIONS

8.1 Notwithstanding anything contained in this RIO, AIRTEL, IITE/or their respective

Affiliates, employees, officers and directors will not be liable in any manner whatsoever under

this RIO (regardless of whether the claim giving rise to such damages is based upon breach

of warranty, breach of contract, tort, negligence, or otherwise), for any indirect, special,

exemplary, incidental, punitive, or consequential damages, lost profits, lost savings, lost

business opportunity, lost revenue, or lost potential sales, even if foreseeable or even if the

other Party has been advised of the possibility of such damages. This clause shall not

limit IITE’s obligation to pay any and all properly and undisputed due charges under this RIO.

8.2 Without prejudice to the indemnities granted by IITE to AIRTEL under this RIO, in no event

shall AIRTEL’s liability under this RIO be more than the annual amount of payment

received as per the payment indicated in Schedule 1 and 2, by AIRTEL up until the

time the liability arises.

8.3 It is clarified that in no event shall AIRTEL be liable for the breach by IITE of any of its

obligations vis-à-vis any third parties. Further, AIRTEL shall not be in any manner be held

responsible for breach of contract by IITE with any of its own clients, strategic partners or

suppliers or its Affiliates.

8.4 Notwithstanding anything contained in this RIO, AIRTEL shall have no obligation

towards IITE or its Affiliates or any third party as regards the Services rendered under this

RIO, to the extent the Services are affected by the quality/appropriateness/compatibility of

the equipment bought/supplied by IITE or its Affiliates.

8.5 Each Party agrees that this RIO and the services rendered hereunder are subject to the

compliance of terms, conditions and restrictions appearing therein and applicable to and are

binding on both parties including any statutory modifications or regulatory norms that

may be enacted or prescribed from time to time.

8.6 Notwithstanding anything stated herein, AIRTEL shall not be in anyway liable for equipment

that has been installed or Spares held at AIRTEL’s Premises, if the same are subsequently lost,

damaged or destroyed due to any reason whatsoever.

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

8.7 General Indemnity: Each Party shall defend, indemnify and hold harmless the other Party and

its respective officers, directors, employees, Affiliates and agents from and against all claims,

actions, judgments and Costs, and all related expenses based on:

a) bodily injury (including death) caused by the indemnifying Party’s negligent acts

or omissions;

b) damage to tangible personal or real property, to the extent that such injury or

damage arises from the negligence of, or breach of this RIO by, the

indemnifying Party in connection with the matters that are the subject of this RIO;

c) damages arising from damage to or loss of the indemnified Party’s Materials,

caused by the indemnifying Party;

d) claims by government regulators or agencies for fines, penalties, sanctions or

other remedies arising from or in connection with the indemnifying Party’s

failure to comply with its regulatory obligations;

e) any claim or action by a Party’s employee(s) against the other Party under

occupational health and safety, worker’s compensation, provident fund or other

applicable laws or Regulations;

f) any third party claim on account of a breach of confidentiality, Intellectual

Property Rights and security of data , including content, occurring as a result of acts

of omissions or commission of the Party employees and/or its sub-contractors;

g) any claim occurring on account of proven gross negligence or wilful misconduct of

its employees or subcontractors in relation to this RIO;

h) any claim occurring on account of default in payment of tax obligation of

the other Party.

8.8 IITE shall indemnify, defend, and hold AIRTEL harmless from any and all claims, actions and

costs on account of any misuse or unauthorized use of AIRTEL Sites by IITE’s Personnel.

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

9 SUSPENSION/ DISCONTINUATION OF THE SERVICES

9.1 AIRTEL may suspend this RIO or any Schedule of this RIO or discontinue the facilities/

services by providing notice to IITE if:

a) the IITE’s Network adversely affects the normal operation of

AIRTEL’s Network; or

b) the IITE’s Network causes or is likely to cause physical or technical harm to any

telecommunications network, system or services (whether of AIRTEL or any other

person) including but not limited to causing damage, interfering with or causing

deterioration in the operation of AIRTEL’s Network.

c) the IITEs fails/neglects to pay any charges/fee under this RIO, after the date on

which charges becomes due and payable. Airtel shall discontinue the services by

giving a written notice of 15 days to the IITEs.

9.2 AIRTEL may suspend this RIO or any Schedule of this RIO without providing any notice to

IITE if:

a) IITE Network or the supply of a Service under this RIO may pose an imminent

threat to life of any employee, personnel, associate, agent etc. or the property of

AIRTEL; or

b) compliance with legal or regulatory obligations requires immediate action; or

c) continued operation of this RIO would be unlawful or would pose an imminent

threat to life or property; or

d) any material information provided or representation made by IITE to AIRTEL is

untrue, false, misleading or inaccurate and has an adverse material impact on

AIRTEL in relation to its provision of Services under this RIO ;

10 TERM ,TERMINATION AND RESTORATION

10.1 Term

a) This RIO shall become effective from date of its execution and shall remain valid

for 10 years, unless terminated as per the terms of this RIO.

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

b) Notwithstanding anything contained above, the term of Co- Location

arrangement shall be governed by the terms of Schedule-2.

10.2 Termination

10.2.1 AIRTEL may terminate the entire RIO forthwith without any notice, on occurrence of

any one of the following events: -

a) if IITE ceases to hold valid licence either by way of termination or suspension;

b) if the arrangement to acquire Reference Capacity on the IRU or on an annual

lease basis, as the case may be, by IITE from a submarine cable system AIRTEL

or a member of the submarine cable system consortium or from concerned cable

consortium, is terminated.

c) if continued operation of this RIO would be unlawful or would pose an imminent

threat to life or property;

d) if, in AIRTEL’s reasonable opinion, use of any service by IITE is in contravention

of any law;

e) if operation of IITE is not in the interest of the sovereignty and integrity of

India, the security of the State, friendly relations with foreign States, public order,

decency or morality;

10.2.2 AIRTEL may terminate the entire RIO by giving 15 days’ notice, on occurrence of any

one of the following events :-

a) if any charges due and payable by IITE under the RIO remain unpaid for more than

Forty Five Days from the date such charges became payable.

b) if IITE is unable to pay its debts, becomes insolvent, or has ceased or threatens

to cease business, or a petition for winding up or bankruptcy has been filed, a

resolution for voluntary winding up has been passed, a receiver and manager or

judicial manager has been appointed over the whole or substantial part of its assets

or property, or IITE ceases to carry on business, or any action is taken by any

creditor of IITE to recover, realise or enforce any security over any assets of IITE

or to enforce any judgment against IITE;

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

c) if any material information provided or representation made by IITE to

AIRTEL is untrue, misleading or inaccurate and has an adverse material impact on

IITE in relation to its provision of services under this RIO ;

10.3 Restoration

10.3.1 In the event of termination or suspension of licence of IITE and its subsequent restoration,

AIRTEL shall, on payment of charges as detailed in the Schedules, restore back the Access

Facilitation to the IITE, if the same were suspended or terminated on account of such

termination or suspension of license.

10.3.2 In the event the authorization or arrangement entered by IITE to acquire Reference Capacity

by IRU or lease from submarine cable system or from a member of the submarine cable

system consortium or from concerned submarine cable consortium is

withdrawn or rescinded and is subsequently restored, AIRTEL shall, on payment of

charges as detailed in the Schedules, restore back the Access Facilitation to the IITE, if the

same were suspended or terminated on account of such withdrawal of authorization or

arrangement.

11 CONSEQUENCES OF TERMINATION

11.1 In the event of termination of this RIO

(a) IITE shall be liable for all relevant Charges as specified in the Schedules and shall

promptly pay upon demand all disconnection costs incurred by AIRTEL and all

outstanding charges notwithstanding that IITE may not have received the official bill

for payment, capacity or services for whatsoever reason.

(b) IITE must immediately settle, in accordance with the Schedules, all relevant outstanding

Charges and invoices.

return all property, if any, provided to IITE under or in relation to this RIO, any and all

Capacity (as the case may be).

(d) In case of Co- Location IITE must immediately vacate any licensed space and any other

premises owned or controlled by AIRTEL or AIRTEL’s Affiliates on the date of

termination.

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

(e) IITE right to use AIRTEL's Confidential Information ceases and it must return to

AIRTEL all Confidential Information of AIRTEL or AIRTEL’s Affiliates or agents that are

in Client's possession or control.

11.2 This clause 11 and clauses 4 (Representations and Warranties), 5 (Charges and Billing), 8

(Limitation of Liability and Indemnification Obligations), 13 (Intellectual Property Rights),

15 (Announcements and Confidentiality), 25 (Dispute Resolution) and any indemnity given

by IITE will survive expiry or termination of this RIO.

12 FORCE MAJEURE

12.1 Neither Party shall be liable for any breach of this RIO (other than a breach by non-payment)

caused by an act of God, insurrection or civil disorder, war or military operations, national

emergency, acts or omissions of government, change of law, fire, flood, lightning, explosion,

subsidence, industrial dispute of any kind (not involving that Party’s employees), acts or

omissions of persons or bodies for whom that Party affected thereby is not responsible or any

other cause whether similar or dissimilar outside the reasonable control of that Party (force

majeure).

12.2 The Party affected by force majeure shall promptly notify the other Party of the estimated

extent and duration of any inability to perform its obligations under this RIO (force majeure

notification).

12.3 If, as a result of force majeure, the performance by either Party of its obligations

under this RIO is only partially affected, such Party shall, nevertheless remain liable for the

performance of those obligations not affected by force majeure.

12.4 In the case of either Party making a force majeure notification then:

a) if the force majeure lasts for a continuous period of sixty (60) Calendar Days from the date

of the force majeure notification, any obligation outstanding shall be fulfilled by the Party affected

by the force majeure as soon as reasonably possible after the force majeure has ended, save to the

extent that such fulfilment is no longer possible or is not required by the other Party; and

b) if the force majeure lasts for more than a continuous period of sixty (60) Calendar Days

from the date of the force majeure notification, and such force majeure continues to prevent the

affected Party from performing its obligations in whole or in material part, the other Party shall

be entitled (but not be obliged) to terminate this RIO by giving not less than thirty (30) Calendar

Days' written notice to the other Party after expiry of the said sixty (60) Calendar Days period.

13 INTELLECTUAL PROPERTY RIGHTS

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

13.1 Except as otherwise expressly provided in this RIO, all trademarks, inventions, patents,

copyrights, designs, design rights, trading names (whether or not registered) and all other

intellectual property rights (intellectual property) shall remain in the ownership of the person

creating or owning the same and nothing in this RIO shall confer or be deemed to confer on

either Party any rights or licenses in the intellectual property of the other Party or of any Third

Party. Without prejudice to clause 13.1 neither Party shall be entitled to use any trademarks

nor service marks (whether registered or not) of the other Party in any document or other

medium, without the prior written consent of the other Party.

13.2 Each Party shall indemnify the other Party against all liability or loss (including reasonable

costs, charges and expenses) directly or indirectly on account of any claim, action, suit or

demand arising in connection with any infringement of intellectual property of the other Party

and/ or third party.

14 INSURANCE

14.1 IITE warrants that it shall at all times and at its own cost and expense ensure that it is

adequately and reasonably insured in respect of the following risks (and shall procure the same

in respect of its Personnel) :

14.1.1 public liability;

14.1.2 employer’s liability; and

14.1.3 professional indemnity risks.

15 ANNOUNCEMENTS AND CONFIDENTIALITY

15.1 Subject to the terms of Clause 15.2, neither Party may neither make nor send any public

announcement, public circular or public communication relating to this RIO without the prior

written consent of the other Party.

15.2 Either Party may make or send public announcements, public circulars or public

communications where required by Applicable Law or by any securities exchange

or any regulatory or governmental body to which that Party is subject provided that the Party

making it shall use reasonable endeavours to consult with the other Party prior to its making

or despatch and shall, so far as may be reasonable, take account of the comments of the other

Party with respect to its content and the timing and manner of its making or despatch.

15.3 Each of the Parties undertakes not to disclose any Confidential Information to any person

other than its Personnel who reasonably need to know such Confidential Information for the

purposes of performing the Parties obligations towards each other under this RIO. Such

Confidential Information shall be treated as strictly confidential at all times and shall only be

used for the purposes contemplated by this RIO. Each Party shall procure that such Personnel

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

shall be bound to treat this Confidential Information as strictly confidential at all times and

shall not use such Confidential Information for any competitive or commercial advantage.

15.4 The confidentiality restrictions contained in Clause 15.3 shall not apply to

Confidential Information:

15.4.1 that enters the public domain otherwise than through a breach of this RIO by

either Party; or

15.4.2 that was lawfully disclosed to either Party (‘Recipient’) by a third party whom the

Recipient had reasonable cause to believe was free to disclose such Confidential

Information to it; or

15.4.3 where the Recipient can demonstrate to the reasonable satisfaction of the other

Party that the Confidential Information was known to the Recipient prior to its

being disclosed by the other Party and was not acquired directly or indirectly from

that other Party; or

15.4.4 that is or has been independently generated by the Recipient; or

15.4.5 that is required to be disclosed by Applicable Law or in relation to any Regulatory

Permission, any stock exchange Regulations or other governmental authority or

regulatory body provided that the Party disclosing the Confidential Information

uses all its reasonable endeavours to ensure that the party receiving the Confidential

Information maintains the information in the strictest of confidence and does not

use it except for the purposes for which the disclosure is made.

16 ASSIGNMENT

16.1 IITE shall not assign its rights and remedies nor transfer its obligations under this RIO without

the prior written consent of AIRTEL. In any event, any assignment or transfer shall not operate

to relieve the assigning party of any of its obligations here under, nor will any such assignment

impose any obligation on the assignee except in the case of an express written

assumption by the assignee.

17 WAIVERS

17.1 No failure on the part of either Party to exercise, and no delay on its part in exercising, any

right or remedy under this RIO will operate as a waiver thereof, nor will any single or partial

exercise of any right or remedy preclude any other or further exercise thereof under this RIO

or the exercise of any other right or remedy. The rights and remedies provided in this RIO are

cumulative and not exclusive of any other rights or remedies (provided by law).

17.2 Any consent or waiver by a Party under any provision of this RIO must be in writing signed

by the Party or Parties to be so bound. Any such waiver or consent may be given subject to

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

any conditions thought fit by that Party and shall be effective only in the instance and for the

purpose for which it is given after due approval of the Authority.

18 SERVING OF NOTICES AND COMMUNICATIONS

18.1 All notices, demands or other communications required or permitted to be given or made

under or in connection with this RIO shall be in writing and shall be sufficiently given or

made if:

(a) delivered by hand, at the time of delivery; or

(b) sent by pre-paid registered post, on the third Business Day after posting; or

acknowledgement or transmission report generated by the device or machine from

which the facsimile was sent.

If to AIRTEL:

BHARTI AIRTEL LIMITED

6th Floor, Airtel Centre,

Plot No 16, Udyog Vihar, Phase IV

Gurugram- 122016

Attn: Chief Regulatory Officer

and its Copy at;

Bharti Crescent, 1,

Nelson Mandela Road,

Vasant Kunj,

Phase II, New Delhi 110 070, India

If to IITE: [Insert address]

Attn:

18.2 Unless otherwise specified, all notices, demands or other communications required or

permitted to be given or made under or in connection with this RIO made under clause 18.1

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

received by a Party on a day not being a Business Day, will be deemed to be received

the next Business Day.

18.3 Either Party may from time to time notify the other Party of a change of address or

facsimile number.

18.4 Either Party may from time to time notify the other Party of changes to the details of their

respective contacts.

19 ENTIRE AGREEMENT

19.1 This RIO represents the entire understanding between the Parties concerning the provision of

the Services.

19.2 This RIO together with its Schedules supersedes all previous understandings, commitments,

agreements or representations whatsoever, whether oral or written, in relation to the subject

matter of this RIO.

20 GOOD FAITH AND NON-EXCLUSIVITY

20.1 Each of the Parties agrees that it will act in good faith in relation to the other Party with

respect to all matters relating to or contemplated by this RIO.

20.2 Notwithstanding any provisions of this RIO, neither Party shall be prohibited in any way

whatsoever from entering into an agreement with another person for similar services.

20.3 Notwithstanding anything mentioned in this RIO, the services offered by AIRTEL to IITE

shall be subject to Technical feasibility and reasonable endeavours of AIRTEL.

21 PARTIAL INVALIDITY

21.1 If any provision of this RIO shall be held to be illegal, invalid or unenforceable

in any respect under any applicable law, then the remainder of this RIO, or the application of

such provision to other situations or circumstances shall not be affected, and the Parties agree

to amend this RIO to reflect the original intention of the Parties and/or the directions of the

Authority (where applicable) to the extent permissible by such applicable law.

22 COSTS AND EXPENSES

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

22.1 The Parties agree to bear their own legal and other costs incurred in relation to the preparation,

negotiation and execution of this RIO and all documents contemplated by it, except where

this RIO or those other documents expressly provide to the contrary.

23 INDEPENDENT CONTRACTORS AND AGENCY

23.1 Each of the Parties is and shall remain at all times an independent contractor fully responsible

for its own acts or defaults (including those of its employees or agents). Neither Party is

authorized and neither of the Parties nor their employees, agents or representatives shall at

any time attempt to act or act on behalf of the other Party to bind the other Party

in any manner whatsoever to any obligations. Neither Party nor its employees, agents or

representatives shall engage in any acts which may lead any person to believe that such Party

is an employee, agent or representative of the other Party. Nothing in this RIO shall be deemed

to constitute a partnership between the Parties.

24 GOVERNING LAW

24.1 The interpretation, validity and performance of this RIO shall be governed in all respects by

the laws of India.

25 DISPUTE RESOLUTION

25.1 Without derogation from the Dispute Parties' submission to arbitration under this Clause 25,

as a preliminary step in order to avoid conflict and maintain good relations, any Dispute may

be referred (at the option of any Dispute Party, by notice in writing to the other Party) to the

chief executive officer of both Parties in order to determine an amicable solution can be

exercised by the Dispute Parties. If no amicable solution is arrived at by the parties within 45

days of the date of such notice in writing of referral, any Dispute Party shall be entitled to

resolve the Dispute by arbitration in accordance with this Clause 25.

25.2Any dispute, difference, controversy or claim (‘Dispute’) of any kind whatsoever between the

Parties arising under, out of or in connection with this RIO (including without limitation,

any question regarding its existence, validity or termination) shall be referred to arbitration

in accordance with the Rules of the Arbitration and Conciliation Act, 1996 as in force on the

date of this RIO and as amended hereby and:

25.2.1 there shall be three arbitrators;

25.2.2 the place of the arbitration shall be New Delhi; and

25.2.3 the language of the arbitration shall be in English.

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

25.3 Each party shall appoint an arbitrator each (who shall not be an employee, director, consultant

of, or adviser to, either Dispute Party) and two appointed arbitrators shall appoint

the third arbitrator and failing agreement between the Dispute Parties within 14 days of the

notice of a Dispute, the arbitrators shall at the request of either party be appointed in

accordance with the provisions of Arbitration and Conciliation Act, 1996.

25.4 The award rendered in any arbitration commenced hereunder shall be final and conclusive and

judgment thereon may be entered in any court having jurisdiction for its enforcement.

25.5 Nothing in this Clause 25 prevents either Party from seeking urgent or interlocutory relief from

or against the other Party by reason of the breach by such other Party of its obligations under

this RIO.

26 APPLICABLE DATA PROTECTION LEGISLATION

26.1 Each Party shall at all times throughout the term of this RIO comply with the applicable

provisions and obligations imposed by the Data Protection Legislations and to the extent

applicable to the parties.

27 AMENDMENTS

27.1 This RIO will be automatically amended in accordance with any amendments approved or

required by the Authority to AIRTEL RIO from time to time.

27.2 Any variation to this RIO will only be valid if any such variation is made in writing and agreed

by the Parties and approved by Authority.

28 ETHICS AND CODE OF CONDUCT

28.1 The parties will conduct all its dealings in a very ethical manner and with the highest business

standards.

28.2 The Parties will provide all possible assistance to each other in order to investigate any

possible instances of unethical behavior or business conduct violations by an employee of

the other. Either Party will disclose forthwith any breach of these provisions that comes

to their knowledge to allow for timely action in their prevention and detection.

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

28.3 IITE will adopt appropriate processes to prevent offering any illegal gratification in the

form of bribes or kickbacks either in cash or in kind in the course of all dealings with AIRTEL.

Any instances of such violations will be viewed in a serious manner and AIRTEL reserves the

right to take all appropriate actions or remedies as may be required under the circumstances.

29 COUNTERPARTS

29.1 This RIO may be executed in any number of counterparts, and by the Parties on separate

counterparts, but shall not be effective until each of the Parties has executed at least one

counterpart.

29.2 Each counterpart shall constitute an original of this RIO, but all the counterparts shall

together constitute but one and the same instrument.

Their duly authorised representatives have signed this RIO on behalf of the

Parties on the

Effective Date written below.

AGREED BY

BHARTI AIRTEL LIMITED

AGREED BY

[IITE]

Signature:

Name:

Date:

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

SCHEDULE-1

ACCESS FACILITATION SERVICES

ACCESS PROVISIONING AND FACILITATION PROCEDURES

I. DEMAND FOR ACCESS TO REFERENCE CAPACITY

(1) On execution of the RIO, AIRTEL shall initiate the provisioning of the Access

Facilitation for IITE; however the same shall be subject to receipt of Charges from IITE

for the same, within 5 days of execution of the Agreement.

(2) In event IITE requires Backhaul Circuit facility from AIRTEL, it shall within ten

days of execution of the RIO, approach AIRTEL for the same, to enable parties to agree on

terms and conditions, including but not limited to testing procedures, for conducting

necessary tests so that the backhaul circuit remains in a state of readiness for utilization of

capacity before the tests for Reference Capacity provisioning are carried out.

(3) In the event IITE takes Backhaul Circuit from a service provider who has been granted

license to provide basic service or cellular mobile telephone service or national long

distance service, or international long distance service, AIRTEL shall facilitate the

provision of technical infrastructure between the IITE’s Capacity and the said service

provider’s Co-location equipment for provisioning of backhaul circuit.

II. TESTING AND COMMISSIONING OF REFERENCE CAPACITY

(1) AIRTEL upon successful testing of the backhaul circuit shall take all necessary

steps including testing of links, to interconnect the Reference Capacity to the Backhaul

Circuit or equipment of the service providers co- located at the Alternate Co-Location Site

or at a Virtual Co-location.

(2) In the event that the Reference Capacity has to be provisioned from the Cable Landing

Station to another intercity location in India or any other submarine cable station with in

India, AIRTEL and IITE shall conduct necessary tests, as per the testing procedure within

ten days or as may be mutually agreed.

(3) AIRTEL shall allow IITE to provide Grooming Services at the cable landing station.

III. CAPACITY UP-GRADATION

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

In case the capacity up-gradation is required to be provided for Access Facilitation to

international submarine cable capacity at cable landing station, AIRTEL, on receipt of

request for such up-gradation and payment of charges for such up-gradation from the

IITE, shall make reasonable endeavours for the up-gradation as per mutually agreed

terms and conditions including time frame for such up-gradation.

IV. PERIODIC MAINTENANCE

(1) AIRTEL shall after giving 3 days’ notice to the IITE, conduct periodic maintenance on

its equipment located in the cable landing station.

(2) AIRTEL shall also undertake emergency maintenance of its equipment located in

the cable landing station, without any notice to IITE.

(3) AIRTEL reserves its right to suspend the Access Facilitation and other services to

IITE during the maintenance and IITE shall not be liable for any loss, claims or

damages on account of suspension of the service for the same.

V. CHARGES

SCHEDULE OF CHARGES

ANNUAL ACCESS FACILITATION CHARGES*

TABLE-I

ANNUAL ACCESS FACILITATION CHARGES AT CABLE LANDING

STATIONS*

Sl. No.

Per Unit Capacity

Access Facilitation Charges per unit capacity per annum

(in Rs.)

(i)

STM-1

36,000

(ii)

STM-4

93,000

(iii)

STM-16

2,40,000

(iv)

STM-64

6,25,000

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

TABLE-II

ANNUAL ACCESS FACILITATION CHARGES AT ALTERNATE LOCATION*

Sl.No.

Per Unit Capacity

Access Facilitation Charges Per Unit Capacity Per

Annum (In Rs.)

(i)

STM-1

1,11,000

(ii)

STM-4

2,88,000

(iii)

STM-16

7,50,000

(iv)

STM-64

19,50,000

ANNUAL OPERATION AND MAINTENANCE CHARGES FOR CAPACITY

PROVIDED ON IRU BASIS

TABLE-III

ANNUAL OPERATION AND MAINTENANCE CHARGES AT CABLE LANDING

STATIONS FOR CAPACITY PROVIDED ON IRU BASIS *

Sl.No.

Per Unit Capacity

Operation and Maintenance Charges Per Unit Capacity

Per Annum (In Rs.)

(i)

STM-1

19,000

(ii)

STM-4

48,000

(iii)

STM-16

1,24,000

(iv)

STM-64

3,23,000

TABLE-IV

ANNUAL OPERATION AND MAINTENANCE CHARGES AT ALTERNATE

LOCATION FOR CAPACITY PROVIDED ON IRU BASIS*

Sl.No.

Per Unit Capacity

Operation and Maintenance Charges Per Unit Capacity

Per Annum (In Rs.)

(i)

STM-1

58,000

(ii)

STM-4

1,50,000

(iii)

STM-16

3,89,000

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

(iv)

STM-64

10,10,000

*The schedules of charges appended herein in terms of “The International

Telecommunication Cable Landing Stations Access Facilitation Charges and Co-

Location Charges (Amendment) Regulation, 2018 are strictly without prejudice to our

rights and contentions in Special Leave Petition (SLP) (C) No. 032717 - / 2018 currently

pending decision before the Hon’ble Supreme Court. All the charges / amounts payable

under this RIO are subject to revision, based on the final outcome of the SLP. Airtel

reserves its right to claim the differential payments/amounts basis the finality attained

in the aforementioned matter or any other matter filed with respect to the charges

mentioned hereinabove.

CANCELLATION AND RESTORATION CHARGES

The cancellation and restoration charges for a particular unit capacity shall be levied by Airtel

and each of these charges shall be subject to a ceiling of ten percent of the Access Facilitation

Charges specified for that unit capacity or one lakh rupees per unit capacity, whichever is

lower.

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

SCHEDULE- 2

CO-LOCATION SERVICES

ALTERNATE CO-LOCATION SITE AND CO-LOCATION SPACE I.

PURPOSE

(1) The Co-location space shall be used by IITE for the purpose of accessing submarine

cable capacity in the cable landing station.

(2) The equipment of IITE installed at the Co-location space may be used for:

(a) to interconnect to the cable landing station for provisioning of

Backhaul Circuit;

(b) extending the Reference Capacity to the Point of Presence or premises of

IITE.

II. ALLOCATION OF ALTERNATIVE CO-LOCATION SPACE

(1) The charges relating to Alternate Co-Location Site for interconnecting link to the cable

landing station shall be exclusively borne by the IITE.

III. ADDITIONAL CO-LOCATION SPACE AND CO-LOCATION EQUIPMENT

(1) If IITE intends to replace, modify or re arrange any of its Co-location equipments

in the Co-location space or install additional Co-location equipment in the Co-location

space, it shall submit a request in writing to AIRTEL for such modification,

rearrangement or additional Co-location equipment or replacement, as the case may be

and AIRTEL shall intimate, within ten days of receipt of such request, its decision

for such replacement, modification or re-arrangement.

(2) IITE shall, upon receipt of acceptance from AIRTEL for such request made under Para (1),

modify, rearrange or replace, as the case may be, any of its Co-location equipment in the

Co-location space or install additional Co- location equipment in the Co-location space

after making payment of all charges and fulfilment of other requirements.

IV. INSTALLATION OF CO-LOCATION EQUIPMENT BY IITE

The IITE, shall install its Co-location equipment in the Co-location space as may be

mutually agreed upon between it and AIRTEL, in accordance with the Co- location

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

equipment installation and maintenance procedures/ guidelines specified in Part-

1 of this Schedule.

V. AUTHORIZATION FOR PHYSICAL ACCESS FOR CO-LOCATION SPACE AT

CABLE LANDING STATION.

IITE shall communicate, the names of its personnel in the Form specified in the Part-3 of

this Schedule to AIRTEL who shall allow them access to the Co-location space and issue

the authorization for physical access in the Form specified in the Part-2 of the Schedule.

VI. PROHIBITION TO SUB-LEASE THE CO-LOCATION SPACE

IITE shall not assign this RIO in respect of or sub-let the Co-location space and Alternate

Co-location Site.

VII. TERMINATION OF ARRANGEMENT OF CO-LOCATION SPACE

(1) AIRTEL may, in the event of closure of Alternate Co-location Site or the expiry of the

lease of Reference Capacity, terminate the arrangement of Co-location space, after

giving to IITE a notice, in writing, of not less than six months from such closure or

before the expiry of the lease of Reference Capacity, as the case may be, and such

termination of the lease of co-location space shall take effect from the date specified in the

notice.

(2) AIRTEL may terminate the arrangement of Co-location space, if------

(a) IITE ceases to hold valid licence or the licensor directs, in the interest

of the sovereignty and integrity of India, the security of the State, friendly

relations with foreign States, public order, decency or morality or for any

other reason, the termination of such arrangement;

(b) IITE uses or allows to be used the Co-location space in contravention

of the Regulations or directions issued under the Act or any other law for

the time being in force or in contravention of the terms of the licence;

idle for a period of more than ninety days;

(d) the Co-location space has become unsafe or unsuitable for the purpose

of accessing facilities under these Regulations:

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

Provided that AIRTEL shall not terminate the arrangement of Co-location space under

clauses (b) to (d) unless a notice of not less than ten days had been given to the IITE.

(3) Upon termination of the arrangement of Co-location space on request by the IITE, prior to

the expiry of the term of this arrangement, the following charges shall be payable by

the IITE, namely:-

(a) Co-location charges payable for a period not exceeding six months;

(b) Outstanding pro-rata site preparation work charges.

(4) Subject to the provisions contained in Para (3), AIRTEL may, at any time, by giving

notice of not less than ten days to the IITE, terminate the arrangement of Co-location space

if IITE fails to complete the installation of its Co-location equipment within ninety days.

(5) If IITE fails to complete installation of its Co-location equipment due to circumstances

beyond its reasonable control, it shall intimate such circumstances to AIRTEL who shall

make reasonable endeavors grant an extension of reasonable time for installation of

its Co-location equipment to the IITE.

(6) If the IITE, upon termination of the arrangement under Para (1), fails to discontinue the

use of its Co-location equipment and remove its Co- location equipment, AIRTEL may

remove the Co-location equipment and restore the Alternate Co-location Site to its original

condition.

(7) Upon expiry or termination of the arrangement of Co-location space of the IITE, it shall

pay to AIRTEL all reasonable costs, connected with the work undertaken for restoration

under Para (6) after removal of co-location equipment (including the disposal of the Co-

location equipment).

(8) Upon expiry or termination of the arrangement of Co-location space of the IITE, any

physical access granted to the Alternate Co-location Site shall stand withdrawn forthwith.

(9) In case IITE requires restoration of co-location facilities already terminated, it

may make a request to AIRTEL which shall undertake reasonable endeavours and make all

efforts to get the co-location facilities restored to the IITE.

(10) Without prejudice to the rights of AIRTEL specified in Para (2), IITE may negotiate

with AIRTEL or Member of the Consortium of submarine cable system, as the case

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

may be, for any restoration arrangement including alternate transmission medium, if

necessary.

VIII. NO OBLIGATION OF AIRTEL TO PLACE CO-LOCATION EQUIPMENT OF

IITE ADJACENT TO EACH OTHER

AIRTEL shall endeavour to accommodate any reasonable request by the IITE for

adjacent placement of its Co-location equipment adjacent to each other but such request

shall not confer any right upon IITE for adjacent placement of its Co-location equipment

and the Co-location space allocated and the actual placement of the Co-location equipment

as determined by AIRTEL shall be final.

IX. CO-LOCATION CHARGES AND PAYMENT TERMS

(1) The Co-location charges shall be payable, by IITE who has been provided Co-location by

AIRTEL, to AIRTEL within five days of entering into RIO.

(2) The Co-location charges shall be such payable as per this Schedule provided that the

Authority may specify, by other Regulations made by it under the Act, such Co-location

charges which shall be payable IITE.

(3) The Co-location charges shall be payable by IITE as per time schedule as may be mutually

agreed upon by the parties.

(4) AIRTEL shall upon receipt of all charges and upon fulfilment of other requirements under

of this Schedule including but not limited to those mentioned in RIO, provide the Co-

location facility at its cable landing station to IITE.

X. SCHEDULE OF CHARGES

CO-LOCATION CHARGES** :

Sl.No.

Description

Co-location Charges Per Rack (Rack space= 16

sq.ft.) Per Annum (In Rs.)

(i)

For Mumbai

6,00,000 (upto 2KW Power)

(ii)

For cities other than Mumbai

4,00,000 (upto 2KW Power)

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

** The schedules of charges appended herein in terms of the “The International

Telecommunication Cable Landing Stations Access Facilitation Charges and Co-

Location Charges (Amendment) Regulation, 2018 are strictly without prejudice to our

rights and contentions in Special Leave Petition (SLP) (C) No. 032717 - / 2018 currently

pending decision before the Hon’ble Supreme Court. All the charges / amounts payable

under this RIO are subject to revision, based on the final outcome of the SLP. Airtel

reserves its right to claim the differential payments/amounts basis the finality attained

in the aforementioned matter or any other matter filed with respect to the charges

mentioned hereinabove.

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

PART- 1

CO-LOCATION EQUIPMENT INSTALLATION AND MAINTENANCE GUIDELINES:

1. INSTALLATION OF EQUIPMENT AT CO-LOCATION SPACE

1.1 Installation of Co-location equipment

(a) Prior to commencing installation of its Co-location equipment, the IITE, being access seeker

must submit detailed installation plans and installation schedule.

(b) The IITE, being access seeker, must ensure that the floor loading of its Co- located equipment

shall be limited to as specified by AIRTEL. The IITE, being access seeker shall certify that the floor

loading limit will not exceed as specified.

space within ninety days after the final site inspection or as mutually agreed. If the IITE, being

access seeker, failure to complete installation is attributable to circumstances beyond the reasonable

control of IITE, AIRTEL will grant a reasonable extension of time for installation to the IITE, at

his request. IITE, being access seeker, request under this clause must describe the circumstances

beyond its control and such request must be received prior to the expiry of the aforementioned

ninety days period.

(d) The IITE, being access seeker must not locate equipment other than Co- location equipment in

the Co-location space.

1.2 Optical Fibre Cable

Unless otherwise agreed by the parties, the IITE, being access seeker, must not install more than

two physical optical fibre cables in the Co-location space and up to the lead-in manhole outside Co-

location space.

1.3 Power & Earth

AIRTEL shall, if the IITE, being access seeker so desires, designate and provide the Exchange Earth

and Power Distribution Point for the IITE. The IITE, being access seeker, shall pay AIRTEL the

charges for the provision of the Exchange Earth and power installation and termination in

accordance with AIRTEL published Co-location charges.

1.4 Interference

Each Party shall ensure that its Co-location equipment does not cause any interference to the other

Party’s equipment, plant, facilities, Networks and the equipment of other occupying IITE, being

access seeker, in the Co-location space, including when installing equipment. In the event of any

interference, the parties shall take in good faith reasonable measures to resolve the problem

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

promptly. Where the IITE’s equipment is causing interference to existing equipment and the

interference cannot be resolved, IITE shall remove the source of interference immediately.

1.5 Standard Operating Procedures and Safety

(a) Regarding the installation, operation and maintenance of its Co-located equipment located in

the Co-location space, the IITE, being access seeker, must comply with AIRTEL Standard

Operating Procedures for Co-location space and any written instructions, which are provided to

IITE by AIRTEL.

(b) Regarding the physical access to the Co-location space, IITE shall comply with AIRTEL

Standard Physical Access Procedures as amended from time to time and any written instructions,

which are provided to IITE by AIRTEL.

been approved for the installation, modification, replacement or addition of the equipment to verify

that the IITE, being access seeker, is undertaking the installation, modification, maintenance,

operation, replacement or addition of the equipment in accordance with the plan and such other

written instructions provided to the IITE.

(d) The IITE, being access seeker, shall consult with and obtain the consent of AIRTEL before

carrying out any hacking or drilling work on the floor, wall and ceiling slabs.

(e) No work shall be performed by the IITE, being access seeker, on any of equipment, facilities,

plant or Networks including, but not limited to earth bars and Power Distribution Points/boards of

AIRTEL.

(f) AIRTEL staff shall carry out all the facilitation/ provisioning of the IITE, being access seeker,

Co-location equipment to AIRTEL earth bars and Power Distribution Points/boards. Charges for

the work shall be borne by the IITE, as set out in AIRTEL published Co-location charges.

(g) Where, during the course of installation, operation, maintenance, replacement or repair of its

Co-located equipment the IITE, being access seeker, causes any damage to AIRTEL Co-location

site, plant, network, equipment or facilities, the IITE, being access seeker, must report the damage

immediately to AIRTEL. AIRTEL shall rectify the damage in any way it deems fit, the cost and

expense thereof shall be borne by the IITE, being access seeker.

1.6 Final Inspection

(a) Upon completion of the installation of the Co-location equipment in the Co- location space,

IITE, being access seeker, shall advise AIRTEL and request

AIRTEL to conduct a final inspection and confirm that the installation conforms to the approved

detailed installation plans.

(b) Where the final inspection reveals that the installation does not materially conform to the

approved detailed installation plans; AIRTEL shall notify the IITE, being access seeker. The

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

IITE, being access seeker must reinstall or take other appropriate corrective action within ten (10)

working days of notification, or such other time as is otherwise agreed.

to in clause 1.6 (b) above, AIRTEL may take appropriate corrective action including removal of

the IITE’s Co-location equipment. The reasonable costs for the corrective action shall be borne by

the IITE, being access seeker.

2. MAINTENANCE OF CO-LOCATION EQUIPMENT IN CO-LOCATION SPACE

2.1 The IITE, being access seeker, shall be responsible for the operation and maintenance of its Co-

location equipment or as mutually agreed with AIRTEL.

2.2 If a fault, defect or problem with the Co-location equipment of the IITE, being access seeker,

causes damage to the Co-location space or facilities of AIRTEL, the IITE, being access seeker

must:

(a) notify AIRTEL as soon as practicable; and

(b) repair the fault, defect or problem or take other appropriate corrective action immediately.

2.3 The Co-location equipment must only be used by the IITE, being access seeker, for the

purpose of connecting the IITE’s Network to access Reference Capacity on specified international

submarine cable at cable landing station under this Schedule for provisioning of backhaul circuit.

2.5 Compliance

(a) The IITE, being access seeker, must ensure that its employees, agents and approved

subcontractors comply with the provisions of this document including all reasonable procedures

and directions of AIRTEL as notified from time to time.

(b) The IITE, being access seeker, must comply with all laws, standards, authorizations and leases

when performing works.

from any person, governmental, regulatory or relevant authority in order to perform works or

provide service.

d) The IITE, being access seeker, will vests no right, title or proprietary interest in the Co-location

site.

2.8 Marking of Equipment

The Co-location equipment must be marked by the IITE, being access seeker, to clearly indicate

that it is leased by the IITE, and in such manner as AIRTEL may reasonably direct.

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

PART- 2

FORM OF LETTER OF AUTHORIZATION FOR PHYSICAL ACCESS TO CO-

LOCATION SPACE

This Letter of Authorization is issued in conjunction with the final approval given

to the request application via reference

date

It must be carried in the possession of the designated supervisor/person at all time during the period

of access granted to the Co-location space as indicated below

Location of Co-location space granted for access: [Location

/ Building name]

Photo identity

1. Approved date of access

2. Approved time of access

3. Approved duration of access

On behalf of AIRTEL Signature

…………………..…….

Name ………………………….

Contact phone number…………….

…………………………..

Signatures

For Bharti Airtel Limited

…………………………..

Signatures

For IITE

Reference Interconnect Offer

PART- 3

FORM OF NAME AND DETAILS OF PERSONNEL TO BE AUTHORIZED

Sl.No.

Name of the Persons/

Representatives/ Contractor of

IITE (access seeker)

Identity

Card No.

Contact

Tel. No.

Fax

No.