Terms and Conditions

Schedule 1
FiberRing standard terms and conditions (Version 1.2)

1. Definitions

1.1. In these Terms & Conditions, the Agreement and any other schedule to the Agreement, the following words and expressions have the following meanings:

“Additional Terms” the document(s) which describe the Products and Services and any relevant service levels, which form part of the Agreement.

“Agreement” the Master Agreement for the Provision of Telecommunications and Related Ancillary Services between the Parties, which includes the Additional Terms, Purchase Orders, Change Orders and these Terms & Conditions.

“Associated Company” means with respect to a Party a legal entity, which is directly or indirectly: • a subsidiary of that Party; • the parent of that Party; or • a subsidiary of a parent which is also the parent of that Party. The term “subsidiary” used in relation to a Party, shall mean a legal entity that the Party is able to Control; and the term “parent” of a Party shall mean a legal entity of which such Party is a subsidiary within said meaning.

“Business day” see Working day

“Breach” any inaccuracy in or breach of, or any failure to comply with or perform, any representation and warranty, covenant, obligation or other provision of the Agreement CE(S)T Central European (Summer) Time, i.e. the time zone that is:

a) one (1) hour ahead of Coordinated Universal Time, during the period of the last Sunday of October until the last Sunday of March; and
b) two (2) hours ahead of Coordinated Universal Time, during the period of the last Sunday of March until the last Sunday of October

“Change Order” a variation to an existing Purchase Order which has been signed and accepted by FiberRing.

“Charges” the charges set out on the Purchase Order which are subject to an annual review after the Initial Term.

“Control” The ability, whether directly or indirectly, alone or together with group entities, whether trough the exercise or non-exercise of any voting power whether in general meeting or in any meeting of managing directors or supervisory directors (if any) or managers or whether by agreement or otherwise, to direct the business affairs of a company or other undertaking or to cause the direction of the management, policies and decisions of a company or other undertaking

“Customer” the natural person or legal entity, as identified in the Master Agreement, that leases or purchases Products and/or Services from FiberRing.

"EURIBOR" in relation to any amount owing by the Customer on which interest for a given period is to accrue, the arithmetic mean (rounded upwards to four decimal places) of the rates being offered to prime banks in the European interbank market for deposits in Euro of an equivalent amount at or about 11.00 a.m. CE(S)T on the date on which EURIBOR is to be determined.

"European Producer Price Index" the price index of producers in the European Union published from time to time and as applicable on the date of determination pursuant to the terms of this Agreement based on the selling prices of all products and services sold on the domestic market of member states of the European Union.

“Initial Term” the initial term of a Purchase Order, as defined in Clause 2.1. “Intellectual Property Rights” any patent, copyright, trademark, trade name, service mark, moral right, database right, know how and any and all other intellectual property right whether registered or not or capable of registration and whether subsisting in The Netherlands or any other part of the world together with any and all goodwill relating thereto “FiberRing” FiberRing B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands, with its registered office (statutaire zetel) at Amsterdam, The Netherlands, and its principal place of business at J.W. Lucasweg 35, (2031 BE) Haarlem, The Netherlands, and registered with the commercial register of the Chamber of Commerce at Amsterdam, The Netherlands, under number 3018857 “FiberRing Network” the communication network owned and/or provided by FiberRing for the provision of Services. “Licensed Software” computer software in object code format made available to Customer by FiberRing for the use of any Products and/or Services. “Measurement” FiberRing will measure packet loss and delay times (latency) by randomly sending UDP Datagrams to designated equipment placed at FiberRing Core Nodes. The packet loss and delay times will be measured during 5 minute intervals and penalties will be calculated accordingly. 1000 UDP Datagrams will be sent with the length of 96 byte. Customer interface in FiberRing equipment will be measured with SNMP.

“Order Form” FiberRing’s Purchase Order Form or Change Order Form which forms part of the Agreement.

“Parties” FiberRing and Customer, and “Party” shall mean either FiberRing or Customer, as the context requires.

“Planned Outage” any routine maintenance or upgrade work, which may affect the availability of Service to the Customer’s site. FiberRing will endeavour to give the Customer at least ten (10) days prior notice of any Planned Outage which will affect the availability of Service to the Customer’s site and will endeavour to perform such works during the hours of 23.00 Saturday and 06:00 Sunday CE(S)T.

“Products” the equipment or materials sold, licensed or leased to the Customer by FiberRing.

“Purchase Order” an order on the Order Form for specific Products and/or Services by Customer, which has been signed and accepted by FiberRing.

“Resell Agreement” an agreement between FiberRing and a third party pursuant to which FiberRing obtains product(s) and/or service(s) from that third party, for the purpose of reselling these product(s) and/or service(s) to its Customer(s).

“Resell Services” services obtained by FiberRing’s from a third party pursuant to a Resell Agreement, being offered to Customer by FiberRing.

“Services” any telecommunications or related services provided to Customer by FiberRing.

“Service Commencement Date” the date from which the Service is provided to Customer.

"Taxes" any tax, duty or other charges of whatever nature (but excluding any tax, duty or other charged levied on income accruing to FiberRing hereunder) imposed by any taxing or government authority including, without limitation VAT.

“Term” the period from the date of the Purchase Order until terminated in accordance with Clause 2 of these terms and conditions.

“Terms & Conditions” FiberRing’s general terms and conditions, set out in this document.br>
“VAT” value added tax, goods and services tax and any similar indirect or sales taxes that may be applicable

“Withholding Tax” any amount on account of tax on sources of income which the payer is obliged to deduct from payments due to the recipient and account for to any tax authority.

"Working Day" any day from Monday to Friday (inclusive) which is not Christmas Day, Good Friday or other statutory or national holiday in the jurisdiction in which the relevant notice is to be given or where the relevant activity is to be performed.

"Working Hours" shall be 09:00 to 17:00 CE(S)T each Working Day.

1.2. In these Terms & Conditions, unless the context indicates otherwise or the contrary is expressly stated:

1.2.1. references to the singular include references to the plural and vice versa;

1.2.2. a reference to a person includes a reference to any individual, body corporate (wherever or however incorporated or established), association, partnership, government, state agency, public authority, joint venture, works council or other employee representative body in any jurisdiction and whether or not having a separate legal personality;

1.2.3. a reference to a person includes a reference to that person´s legal personal representatives, successors, permitted assigns and permitted nominees in any jurisdiction and whether or not having separate legal personality;

1.2.4. a statutory provision includes a reference to (i) the statutory provision as modified or re-enacted (or both) before the date of the Agreement; and (ii) any subordinate legislation made under the statutory provision (before the date of the Agreement);

1.2.5. references to times of day are to CE(S)T;

1.2.6. a reference to “includes” or “including” means “including but without limitation to the generality of the foregoing”; and

1.2.7. any reference to “or” (but not “and”) means “and/or”.

2. Applicability Terms & Conditions

2.1. These Terms & Conditions shall apply to all offers, proposals, the Agreement, any other agreements and/or legal relationships between FiberRing and Customer.

2.2. These Terms & Conditions shall be applicable, unless expressly stipulated otherwise in the Agreement or an other agreement and agreed upon in writing by FiberRing.

2.3. If there is a discrepancy between any of the provisions of these Terms & Conditions and one or more of the other provisions in the Agreement, those other provisions shall prevail.

2.4. General conditions used or applied by Customer shall not be applicable to offers, proposals, the Agreement, any other agreements and/or legal relationships between FiberRing and Customer, unless expressly stipulated otherwise in an agreement and agreed upon in writing by FiberRing.

2.5. If both the Terms & Conditions and Customer’s general conditions are applicable, these Terms & Conditions shall prevail.

3. Term

3.1. Unless expressly agreed otherwise in writing in the Purchase Order, each Purchase Order will – subject to termination in accordance with the provisions of Clause 4 - be entered into for an initial fixed term of twelve (12) months (“Initial Term”).

3.2. The Purchase Order shall have effect from – and the Initial Term will commence on – the date the Purchase Order is signed and accepted by FiberRing (“Effective Date”).

3.3. At the expiration of the Initial Term, the Purchase Order shall automatically be renewed for successive terms of twelve (12) months, unless either Party notifies the other in writing that it does not agree to renewal of the Purchase Order, taking into account a notice period of at least thirty (60) days.

4. Suspension of Services / Termination

4.1. If Customer fails to make any payment due under the Purchase Order in accordance with the terms and conditions set out in this Agreement or is otherwise in material breach of this Agreement and, if capable of remedy, such failure or breach is not remedied within thirty (30) days following written notice by FiberRing to Customer, FiberRing may suspend the provision of any or all of the Services under any relevant Purchase Order until such failure or Breach is remedied. or, at FiberRing’s sole option, terminate this Agreement with immediate effect. Any exercise of such right of suspension shall not prejudice FiberRing´s right to subsequently terminate the Agreement or any other legal remedy available to FiberRing.

4.2. Each Party is entitled to terminate the Agreement by giving written notice to the other Party, in accordance with Clause 20, without taking into account a notice period, if the other Party:

4.2.1. ceases to carry on its business or enters into voluntary liquidation or bankruptcy;

4.2.2. is in Breach of any of the other terms of the Agreement and fails to remedy such Breach within a period of one (1) month after having received notice with respect to the Breach.

4.3. In addition to Clause 4.1, FiberRing is entitled to terminate the Agreement and/or any Purchase Order with immediate effect, without taking into account a notice period, in the event of a change of ownership or Control of Customer if – in FiberRing’s view –:

4.3.1. the party that acquires ownership or Control of Customer is of lesser socio- economic standing than the party which owned Customer or had Control of Customer; and/or

4.3.2. Customer’s credit position is adversely affected by such change of ownership or Control.

4.4. In addition to Clause 4.1 and Clause 4.3, in the event of:

4.4.1. expiration or termination of a Resell Agreement; and/or

4.4.2. any other condition arising under such Resell Agreement which may adversely affect Customer’s use of the Resell Service(s) or FiberRing’s ability to perform its obligations under the Purchase Order, FiberRing shall be entitled to terminate any affected Purchase Order or affected Resell Services, with immediate effect, without any liability to Customer, by giving written notice to Customer, taking into account a notice period of at least sixty (60) days or – if shorter – the notice period that is applicable with respect to termination of the Resell Agreement.

5. Consequences of Expiration or Termination

5.1. Termination or expiration of a Purchase Order or the Agreement shall be without prejudice to any rights or remedies available to - or obligations or liabilities accrued to - the Parties as at the date of termination or expiration.

5.2. Unless expressly agreed otherwise in writing, upon termination or expiration of a Purchase Order, in relation to that Purchase Order,:

5.2.1. FiberRing will cease to provide all Services and Products; and

5.2.2. all sums due to FiberRing up to the date of termination shall become due in full immediately, except when Customer has terminated the Purchase Order in accordance with Clause 4.1, in which case the regular payment terms shall apply.

5.3. In the event that a Purchase Order is terminated by FiberRing prior to the Service Commencement Date in accordance with Clause 4.1, Customer shall:

5.3.1. reimburse FiberRing for any third party cancellation charges and/or termination charges associated with the termination of the Purchase Order; and

5.3.2. pay the equivalent of three (3) month’s Charges, actual or projected, for any cancelled Services and Products.

5.4. In the event that a Purchase Order is terminated by FiberRing prior to the Service Commencement Date in accordance with Clause 4.1, Customer shall:

5.4.1. reimburse FiberRing for any third party cancellation charges and/or termination charges associated with the termination of the Purchase Order; and

5.4.2. within five (5) business days after the termination date pay to FiberRing one hundred percent (100%) of the Charges, actual or projected, for each month remaining in the then current term.

5.5. The following Clauses shall survive termination or expiration of the Agreement and continue in full force and effect, in addition to those Clauses the survival of which is necessary for the interpretation or enforcement of this Agreement: Indemnification (Clause 14), Limitation of Liability (Clause 15), Confidentiality (Clause 22), Notices (Clause 20), Severability (Clause 18), Governing Law (Clause 24) and Jurisdiction (Clause 25).

6. Payment and invoicing

6.1. For the use of the Services and the supply of the Products, Customer will pay Charges to FiberRing. The Charges will be set out in the Purchase Order. Unless specified otherwise in the Purchase Order, all Charges are in Euros and exclusive of VAT

6.2. FiberRing is entitled to increase any of the Charges upon or after each anniversary of the Effective Date, with:

6.2.1. three percent (3%); or – if higher –

6.2.2. the European Producer Price Index for the previous twelve (12) months. FiberRing may elect to forward any such increment to a later date, in order to facilitate its administration.

6.3. Unless stated otherwise in the Purchase Order, FiberRing will invoice:

6.3.1. setup charges, Service activation charges and any other non-recurring initial charges, upon the Effective Date; and

6.3.2. all recurring Charges as of the Service Commencement Date or the Effective Date, whichever is earlier, and monthly in advance thereafter, with the exception of use of Services above the agreed levels of Service and/or additional services which will be invoiced monthly in arrears.

6.4. FiberRing will send invoices to Customer by e-mail, in a portable document format (PDF), in accordance with the relevant rules and regulations regarding electronic invoicing. At Customer’s request, FiberRing will – as an extra Service – provide Customer with a print out of the invoice, via regular mail. For such extra Service, Customer shall pay a Charge to FiberRing, in relation to the additional (administrative) activities performed by FiberRing and the costs of the mail service.

6.5. Unless agreed otherwise in the Order form or the Services Specification, all invoices sent by FiberRing to Customer are payable by Customer to FiberRing within thirty (30) days of receipt of the invoice by Customer.

6.6. In case Customer has a complaint with respect to an invoice, Customer shall communicate such complaint in writing to FiberRing within the payment term, in the absence whereof invoices are deemed to be approved of by Customer.

6.7. Customer shall not be entitled to any set-off, deduction or suspension of payment of an invoice.

6.8. If Customer does not pay an invoice within the payment term, Customer shall be in default by operation of law and FiberRing will, without a warning or notice of default being required, charge Customer interest on such sum on a daily basis from the due date until the date of payment on the basis of the statutory commercial interest rate plus two percent (2%), without prejudice to FiberRing’s other rights and remedies.

6.9. In addition to Clause 6.8, in the event that FiberRing and Customer have agreed to payment by Customer to FiberRing by means of Direct Debit, FiberRing will be entitled to charge an administrative fee to Customer, if:

6.9.1. Customer has cancelled the Direct Debit authorisation;

6.9.2. payment to FiberRing has been reversed (gestorneerd) or denied more than once..

7. Credit approval

7.1. As a condition of FiberRing’s acceptance of any Purchase Order or the continuation of delivery of any Products and/or Services, FiberRing may require Customer to provide a deposit or bank guarantee in an amount determined by FiberRing from time to time in its sole discretion. Such deposit or bank guarantee shall be held by FiberRing as security for the payment of Charges and any other amounts due under this Agreement. On the termination of this Agreement, FiberRing may apply such deposit or bank guarantee to any amounts owed by the Customer to FiberRing with any remaining credit balance being refunded to Customer.

7.2. FiberRing may at any time, by notice in writing to Customer, limit Customer’s credit and provide that Customer’s liability to FiberRing for Products and/or Services and will not exceed an amount to be determined by FiberRing. Any Products and/or Services required by Customer in excess of any such credit limit will require Customer to deposit with FiberRing an amount equal to or greater than the amount by which Customer will exceed the credit limit.

8. Taxes

8.1. All fees for Services and any other fees or charges under this Agreement are exclusive of Value Added Tax (VAT) or any similar indirect or sales taxes that may be applicable. If any VAT or similar sales tax is chargeable by FiberRing, this will be added to the agreed price (by way of separate invoice, if those charges have already been invoiced) and shall be paid in addition by the Customer.

8.2. If Withholding Tax applies to any payments for supplies made under this Agreement, the Customer may withhold that element that is required under the applicable legislation but must pay an additional amount so as to ensure that the amount net of any Withholding Tax actually received by FiberRing equates to the amounts stipulated in this Agreement and must notify FiberRing prior to payment that Withholding Tax is required to be paid. The Customer and FiberRing undertake to co-operate, where possible, to minimise the amount of Withholding Tax due by making advance clearance applications under the relevant double taxation treaties (where applicable) to the relevant tax authority to reduce the rate of Withholding Tax or exempt entirely this amount if applicable. In any event, the Customer undertakes to account for any tax withheld to the tax authorities on a timely basis.

8.3. Neither Party shall be liable for the other party’s taxes based on income (including gains from the disposal of capital).

8.4. Any other taxes or levies arising from the use of the capacity (including local profits taxes) shall be the liability of the Customer and FiberRing reserves the right to recharge these to the Customer.

8.5. Any stamp duties or registration taxes or other taxes relating to documentation of the individual transactions entered into under this contract shall be borne by the Customer.

9. Compliance with laws

9.1. FiberRing shall obtain all necessary licences, approvals, permits and consents required by any applicable governmental or regulatory authority or body necessary for FiberRing to provide the Products and/or Services to Customer.

9.2. Customer shall obtain all necessary licences, approvals, permits and consents required by any applicable governmental or regulatory authority or body necessary for Customer to use the Products and/or Services. Customer shall use the Products and/or Services in accordance with and subject to all provisions of applicable law.

9.3. Customer shall at all times use the Services in accordance with FiberRing’s then current Acceptable Use Policy, as amended from time to time, and which is available on FiberRing’s web-site (www.fiberring.com).

9.4. Each Party will comply with all relevant laws (including, but not limited to, those relating to data protection) in providing or using (as appropriate) of the Products and/or Services.

10. Software

10.1. If and to the extent that the Customer requires the use of Licensed Software in order to use the Products and/or Services, the Customer will be provided with a non-exclusive non-transferable licence to use such Licensed Software solely for its internal purposes and solely to the extent required to use the Products and/or Services. To the extent such Licensed Software is sourced from a third party provided, such licence shall be subject to the terms of the applicable software licence embedded in the relevant Products.

10.2. Customer will not, and shall use all reasonable endeavours to ensure that others do not:

10.2.1. obtain or claim any ownership in any Licensed Software (or in any derivation thereto or improvement thereof);

10.2.2. copy the Licensed Software except as agreed in writing by FiberRing and in accordance with the terms of the applicable software licence;

10.2.3. save as permitted by law, reverse engineer, decompile or disassemble Licensed Software;

10.2.4. sell, lease, licence or sublicense the Licensed Software;

10.2.5. create, write or develop and derivative software or any other software based on the Licensed Software;

10.2.6. take any action prohibited by the owner of the Licensed Software.

11. Nature of rights

11.1. All rights granted hereby and obligations entered into under this Agreement are purely contractual. Nothing in this Agreement shall grant to the Customer any ownership, proprietary or possessory rights in any of the subject-matter of the Agreement.

12. No licence

12.1. Save to the extent expressly set out in this Agreement, nothing in this Agreement shall vest in or confer on the Customer any patent or any other right or licence in the intellectual property arising from or relating to any apparatus, system or method used by FiberRing or by the Customer in connection with the use of the Products and/or Services.

13. Assignment

13.1. Except as provided below neither FiberRing nor the Customer may at any time assign, sub-contract, sub-licence or otherwise dispose of all or any of its rights or obligations under this Agreement.

13.2. Either Party may assign any of its rights and obligations under this Agreement to any of its Associated Companies (or its or their successors, through merger or acquisition of substantially all of their or its assets), with the prior written consent of the other Party (not to be unreasonably withheld or delayed).

13.3. FiberRing may sub-contract any or all of its obligations under this Agreement to a third party, provided that FiberRing shall remain liable to the Customer for the performance of those obligations.

14. Indemnification

14.1. Without limiting any other legal remedy available to FiberRing, if there is any Breach by Customer of a warranty or any other provision of the Agreement, Customer shall:

14.1.1. indemnify and hold harmless FiberRing against all actions, losses, costs, damages, awards, expenses, fees (including legal fees incurred and/or awarded against FiberRing) proceedings, claims or demands in any way connected with the Agreement, including claims brought or threatened against FiberRing by a third party related to content or arising out of the use by Customer of the Products and/or the Services, or any wilful or negligent act or omission of the Customer;

14.1.2. provide, at the Customer´s sole expense, FiberRing with full authority, information and assistance as is reasonably necessary for the defence, compromise or settlement of such claim; and

14.1.3. at the request of FiberRing, take those steps that are reasonably required to put FiberRing in the financial position it would have been in if that Breach did not occur.

15. Limitation of liability

15.1. Neither Party shall be liable to the other Party in respect of any Breach for loss of profits, contracts or goodwill or any type of special, indirect, consequential or economic loss and such liability is excluded whether it is foreseeable, known, foreseen or otherwise.

15.2. In addition to Clause 15.1, FiberRing shall not be liable for:

15.2.1. any harm or personal injury to Customer or Customer’s employees, clients, representatives or agents;

15.2.2. any transaction, which Customer may enter into with a third party using the Services;

15.2.3. the contents of any communications transmitted via the Products and/or the Services or for any information or content on the Internet;

15.2.4. damage to or loss of any of Customer’s data (bases) or loss of technology;

15.2.5. damage that is the direct or indirect result of the actions of Customer contrary to (one of) its obligations under the Agreement;

15.2.6. damage that is the direct or indirect the result of an inaccuracy of the information provided by or on behalf of the Customer;

15.2.7. damage that is the direct or indirect result of the suspension of the services by FiberRing, in accordance with FiberRing’s statutory or contractual rights;

15.2.8. damage in case FiberRing has not been made liable for such damage in writing within eight (8) days after Customer has come to know of the damaging event, or should reasonably have known of it; or

15.2.9. any damage, in case and insofar as such damage is covered by any insurance effected by or for the benefit of Customer.

15.3. Save as expressly agreed in writing by FiberRing, FiberRing does not undertake to transmit messages but offers the use of its Products and/or Services. FiberRing does not warrant that any Service shall be continuous or fault free.

15.4. Except for damages caused by wilful misconduct or gross negligence and the indemnity provided in Clause 14, each Party’s liability shall be limited to an amount of two hundred and fifty thousand Euros (ˆ 250,000.--) per event and shall be further limited to one million Euros (ˆ 1,000,000.--) per calendar year.

15.5. For the avoidance of doubt, nothing in the Agreement shall exclude or limit the liability of Customer to:

15.5.1. pay the Service Charges; or

15.5.2. repair (or if repair is not practicable, replace) any tangible physical property intentionally or negligently damaged by the Customer or its representatives or employees.

15.6. All Customer’s claims for compensation end in any case twelve (12) months after the damaging event has taken place, unless:

15.6.1. Customer and FiberRing have come to a written arrangement; or

15.6.2. Customer has commenced legal action in accordance with Clause 25.

16. Intellectual property

16.1. Each Party will defend and hold the other Party harmless against any claim, suit or proceeding brought against that Party so far as it is based on any actual or threatened infringement of any Intellectual Property Rights by it, provided that it is given prompt notice in writing of any such claim and is given full authority and such information and assistance as is reasonably necessary for the defence of such claim.

16.2. FiberRing shall have no liability in respect of any alleged infringement which is based on the sale or use of any Products in combination with any other products not supplied by FiberRing (unless expressly agreed by FiberRing).

16.3. FiberRing shall have no liability in respect of any unauthorized modifications, changes or alterations by the Customer or its agents of the Products and/or Services supplied by FiberRing, other than in respect of modifications, changes or alterations carried out by FiberRing.

17. Force majeure

17.1. A Party shall not be deemed in default of any of its obligations under this Agreement if, and to the extent that, performance of such obligation is prevented or delayed by acts of God or public enemy, civil war, insurrection or riot, fire, flood, explosion, earthquake, labour dispute causing cessation slowdown or interruption of work, national emergency, act or omission of any governing authority or agency thereof, inability after reasonable endeavours to procure equipment, data or materials from suppliers, or any other circumstances beyond its reasonable control (“Event of Force Majeure”), provided that such Event of Force Majeure is not caused by the negligence of that Party, and that Party has notified the other in writing of the Event of Force Majeure.

17.2. The Party notifying an Event of Force Majeure shall use all reasonable endeavours to avoid or minimise the effects of an Event of Force Majeure.

17.3. Upon the occurrence of an Event of Force Majeure, the time for performance shall be extended for the period of delay or inability to perform due to such occurrence. Provided that if an Event of Force Majeure continues for a continuous period of more than one month the other Party shall be entitled to terminate this Agreement.

18. Severability

18.1. Should any or several of the provisions of the Agreement be invalid or null on void, this shall not affect the remaining provisions thereof. In such event, the relevant provision shall be replaced by a valid provision that reflects – to the extent possible – the purpose and the intended effect of the original provision.

19. Waiver

19.1. The waiver by either Party, in whole or in part, of a breach of or a default under any of the provisions of this Agreement, or the failure, in whole or in part, of the other Party, upon one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall not thereafter be construed as a waiver of any subsequent breach or default of a similar nature or as a waiver or any such provision, right of privilege hereunder.

20. Notices

20.1. Unless specified otherwise herein, any notice or other communication under or in connection with the Agreement shall be in writing and shall be delivered personally or sent by registered mail (aangetekend) or by pre paid recorded courier delivery or by fax, to the Party due to receive the notice at its address set out below or such other address as any Party may specify by notice in writing to the other:
If to FiberRing FiberRing B.V.
Attn.: Legal Department
J.W. Lucasweg 35
2031 BE Haarlem (The Netherlands)
Tel: +31 (0)20 316 51 70
Fax: +31 (0)20 316 51 77

If to Customer to the person and at the address as specified in the Agreement
, or at such other address as either Party may designate from time to time to the other Party in writing.

20.2. In the absence of evidence of earlier receipt, any such notice, demand or other communication shall be deemed to have been received:

20.2.1. if delivered by hand, at the time of delivery;

20.2.2. if posted, on the expiration of three (3) business days after the notice has been provided to the courier company; or

20.2.3. if sent by facsimile, on the date confirmation of successful transmission is received.

21. Amendments

21.1. This Agreement and any of its provisions may be altered or added to only by agreement in writing signed by a duly authorised person on behalf of each of the Parties.

22. Confidentiality

22.1. Each Party shall keep confidential all information (including the terms of this Agreement) and documentation, including (without limitation) information concerning the business or trade secrets, processes, know-how or methods used by the other Party in carrying on business ("Confidential Information"), obtained from the other Party pursuant to or in connection with this Agreement. In order to protect the other Party’s rights and interests hereunder, a Party may only disclose Confidential Information regarding the other Party to those of its and its Associated Companies personnel who require such Confidential Information for the purpose of this Agreement. Each Party shall take the same care to avoid disclosing Confidential Information of the other Party to any third party as the receiving Party takes with similar information of its own which it does not wish so to disclose.

22.2. Each Party agrees that it shall not use any Confidential Information regarding the other Party for any purpose other than the performance of its respective obligations or enforcing its rights under this Agreement or as otherwise permitted hereunder, nor copy or disclose any such Confidential Information to any third party without the written consent of the other Party´s authorised representative. However, both Parties shall be permitted to disclose this Agreement to their or their Associated Companies professional advisers, agents or representatives (including those who are assisting it in connection with this Agreement) subject to appropriate confidentiality obligations.

22.3. The provisions of this Clause shall not apply to Confidential Information which the recipient can show to the disclosing Party´s reasonable satisfaction: a. was known to the recipient (without obligation to keep the same confidential) at the date of its disclosure; b. is after the date of disclosure lawfully acquired by the recipient in good faith from an independent third Party who is not subject to any obligation of confidentiality in respect of such Confidential Information; c. was in its entirety at the time of disclosure or has become public knowledge otherwise than by reason of the recipient´s neglect or breach of the restrictions set out in this or any other agreement; d. is independently developed by or on behalf of the recipient without access to any or all of the Confidential Information; and e. is required by process of law, judicial action, recognized stock exchange, governmental department or agency or other regulatory authority to be disclosed in which event the recipient shall take all reasonable steps to consult and take into account the reasonable requirements of the other Party in relation to such disclosure.

23. Announcements

23.1. No press or public announcements, circulars or communications relating to this Agreement or the subject matter of it shall be made or sent by either of the Parties without the prior written approval of the other Party such approval not to be unreasonably withheld or delayed.

23.2. Without prejudice to the foregoing, Customer herewith grants FiberRing approval - and FiberRing shall be entitled - to inform third parties that FiberRing provides Services and/or Products to Customer, e.g. as a Customer case, during sales activities and on FiberRing’s website.

24. Governing law

24.1. The Agreement and all matters arising there from or connected therewith are governed by the Laws of The Netherlands.

25. Jurisdiction

25.1. The courts of Amsterdam, The Netherlands, shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with the Agreement or other agreements or other legal relationships resulting there from.