Reference Offer Wholesale Resale Access

Reference Offer Wholesale Roaming Resale Access

between

Telefónica Germany GmbH & Co. OHG Georg-Brauchle-Ring 23-25 80992 München

- hereafter referred to as Telefónica Germany -

and

Access Seeker

- hereafter referred to as Access Seeker -

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Index

1 Interpretation and Definitions ...... 3 2 Access to the System ...... 4 3 Term and Termination ...... 5 4 Supply and use of SIM Cards ...... 6 5 Tariff and Payments ...... 8 6 Customer Service ...... 9 7 Telefónica Germany's Licence ...... 10 8 Undertakings and Warranties by the Access Seeker ...... 10 9 Responsibilities of Telefónica Germany ...... 11 10 Distribution of Services ...... 12 11 Observance of Telefónica Germany‘s Security Guidelines ...... 12 12 Transmission of Data Records ...... 13 13 Data Protection/Data Processing and of Telecommunications ...... 13 14 Emergency Services ...... 14 15 Suspension of access ...... 15 16 Liability ...... 15 17 Force Majeure ...... 16 18 Assignment and Subcontracting ...... 16 19 Confidentiality ...... 17 20 Notices ...... 17 21 Severability ...... 17 22 Partnership ...... 17 23 Waiver ...... 18 24 Amendment ...... 18 25 Entire Agreement ...... 18 26 Third party rights ...... 18 27 Governing ...... 18 28 Attachments ...... 18

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INTRODUCTION

This reference offer for wholesale roaming resale access as defined in Article 3 of the Regulation (EU) no. 531/2012 (hereinafter referred to as “Roaming Regulation”) of the European Parliament and of the Council on Roaming on Public Mobile Communications Networks within the Union (hereinafter referred to as “Roaming Regulation”) dated May 16th 2012 is provided by Telefónica Germany to comply with the requirements of the Roaming Regulation with respect to the Access Seeker for wholesale roaming resale access on the basis of the respective regulated wholesale rates for roaming services.

Wholesale roaming resale access means the provision of roaming services on a wholesale basis at regulated wholesale rates by a mobile network operator (Telefónica Germany) different from the visited network operator to another undertaking (Access Seeker) for the purpose of the provision of regulated EEA-wide roaming services to its EU roaming customers by the latter undertaking. As far as unregulated roaming services (e.g. roaming usage to and/or from a state outside the EEA by the access seeker’s customer or additional service in the context of roaming as defined in the Roaming Regulation) are requested by the Access Seeker, Telefónica Germany will provide those at fair and reasonable prices limited to the terms and conditions of Telefónica Germany’s international roaming agreements if technically and economically feasible for Telefónica Germany.

IT IS AGREED AS FOLLOWS:

1 Interpretation and Definitions

1.1 In this Agreement, the following words and expressions shall, unless the context otherwise requires, have the following meanings:

“ABS”: Telefónica Germany Administration and Billing System

"Business Day": any days (other than a Saturday or a Sunday) on which banks are open for the conduct of normal banking business in Munich.

“Customer(s)”: any Access Seeker customer whom the Access Seeker resales roaming as defined under this Agreement.

"Foreign Operator": a cellular telecommunications network operator which provides mobile telecommunications services outside Germany with whom Telefónica Germany has an International Roaming Agreement.

"Foreign System": telecommunications system run by a Foreign Operator.

"Fraud": any fraudulent or other unauthorised use (whether actual or attempted) of any telecommunication services, a Foreign System, SIM Cards or mobile phone handsets, the use or attempted use of any telecommunication services, a Foreign System, SIM Cards or mobile phone

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handsets by corrupt, dishonest or illegal means, at any time and by any person.

“International Roaming Agreement”: an agreement between Telefónica Germany and a Foreign Operator for each to have access for its customers to the other’s system.

"SIM Card": the Subscriber Identity Module Card which allows access to any Foreign System when used with a digital mobile phone.

"SIM Card Number": a number assigned by Telefónica Germany to each individual SIM Card supplied to the Access Seeker under this Agreement.

“Trade Names”: the trade name “o2 and / or Telefónica Germany” and the distinctive logo used by o2 and/or Telefónica Germany and notified to the Access Seeker or any other trade names or distinctive logos as may be adopted by o2 and / or Telefónica Germany from time to time and notified to Access Seeker.

1.2 The headings in this Agreement are for ease of reference only and shall not affect its construction. 1.3 The attachments to this Agreement shall be construed as and shall form part of this Agreement. 1.4 References in this Agreement to any communication between the parties have to be in written form.

2 Access to the System

2.1 Telefónica Germany will consider only reasonable requests for access. Each request will be judged on the merits of the case. In particular, Telefónica may at its own discretion deny any request which requires deployment of an undue level of resources to implement and/or when the implementation costs will not be recovered within a reasonable period which shall not exceed the initial contract term. 2.2 The Access Seeker has to comply with all Regulatory Provisions. The Access Seeker shall comply with all technical standards necessary to ensure that Telefónica Germany’s , quality and integrity is not at risk. Telefónica Germany may at its own discretion require further compliance statements.

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2.3 For the purposes of enabling the Access Seeker to resale roaming services to its Customers based on wholesale roaming access to Telefónica Germany’s Roaming Services, Telefónica Germany hereby grants access to each of the Foreign Operators that Telefónica Germany has Roaming Agreements with, subject to the terms and conditions of the relevant International Roaming Agreement, to Access Seeker Customers. 2.4 No rights or licenses are granted to the Access Seeker except as expressly set out in this Agreement.

3 Term and Termination

3.1 This Agreement shall commence with the date of the last signature of this agreement (the “Commencement Date”) and shall terminate on the date 1 year after the Commencement Date, unless the parties renegotiate and/or renew this agreement. 3.2 Either party may terminate this Agreement immediately upon written notice to the other party if:

(a) the other party commits a material breach of its obligations or undertakings contained in this Agreement (including failure to make any material payments due and any breach by Access Seeker of the warranties and undertakings contained in Clause 8) and fails to remedy that breach within 5 Business Days after the date on which the first party served notice on the other party in relation to that breach; or

(b) the other party ceases to carry on its business or its licence is terminated or a liquidation, receiver, administrative receiver or administrator (in the case of Telefónica Germany) or (in the case of the Access Seeker) a similar person under the law of Germany, is appointed over the whole or substantial assets of that relevant party;

(c) the other party has been prevented by an Event of Force Majeure (as set out in Clause 17 below) from materially performing its obligations under this Agreement for a continuous period of more than 90 days; or

(d) any approach, offer or inducement is made to any of its employees to induce (i) a breach of this agreement or (ii) the performance of the terms of this agreement at an earlier date than agreed or (iii) a waiver of the term of this agreement.

3.3 Either party may terminate this Agreement at any time without liability (save as expressly stated in this Agreement) by giving not less than three months’ written notice to the other.

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3.4 Telefónica Germany shall have the right to terminate this agreement if the Access Seeker fails to launch the service within three months of the date of execution of this Agreement (provided that this failure is not occasioned by some act or default on the part of Telefónica Germany) or if the Access Seeker suffers a change of control. 3.5 Termination of this Agreement shall not affect the rights and obligations of the parties accruing prior to the date of termination. 3.6 On termination of this Agreement:

(a) all sums due by the Access Seeker to Telefónica Germany shall become payable immediately. Telefónica Germany shall issue to the Access Seeker a final invoice for the balance, which shall be payable in accordance with clause 5; and

(b) (i) all SIM Card Numbers sent to the Access Seeker but not allocated or sent to Customers shall revert to Telefónica Germany; (ii) all SIM Card Numbers allocated to Access Seeker Customers shall be cancelled, and (iii) the Access Seeker shall permit the disconnection of Customers and shall indemnify Telefónica Germany against all liability arising in any way from that disconnection in accordance with Clause 16.

4 Supply and use of SIM Cards

4.1 Telefónica Germany shall, subject to the availability of SIM Cards from its suppliers, supply or arrange for the supply to the Access Seeker of such quantity of inactivated SIM Cards, in accordance with the terms of this Agreement and in accordance with such procedures as Telefónica Germany may, on reasonable notice, notify to the Access Seeker from time to time. 4.2 In the month of September of every year, the Access Seeker shall deliver to Telefónica Germany for every SIM Card type a non-binding annual forecast on a monthly basis for the next calendar year. The Access Seeker, in addition, shall deliver a binding quarterly forecast three months prior to the start of the quarter concerned. Telefónica Germany’s obligation to perform the agreement shall be limited to 100% of the volume of the binding forecast for the quarter.

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4.3 Normal delivery timescales are 12 weeks from the date of Telefónica Germany’s receipt of the Access Seeker´s order. Purchase orders shall be conditional upon approval of a letter shop by Telefónica Germany and the Access Seeker as well as approval of the SIM profile by Telefónica Germany. A lead time of at least eight (8) weeks shall be required for approval of a modified SIM profile. The minimum order size for SIM Cards is 10.000. The cost per SIM Card is mentioned in attachment 1 of this Agreement. 4.4 The Access Seeker undertakes to use all reasonable commercial endeavours to comply with such reasonable procedures as Telefónica Germany may notify from time to time in relation to the management, security and use of SIM Cards. 4.5 Telefónica Germany shall provide the following services to the Access Seeker in respect of activated SIM Cards: The Access Seeker shall be able to resale roaming services to Access Seeker customers and is therefore granted access to any such Foreign System Telefónica Germany is using in accordance to a valid and current International Roaming Agreement with the relevant Foreign Operator. 4.6 Telefónica Germany hereby grants the Access Seeker access to the ABS and to such other Telefónica Germany Systems necessary to implement wholesale roaming access as defined in this agreement insofar as notified by Telefónica Germany from time to time, in so far as such access is necessary for activating SIM Cards and otherwise for the purpose of supporting the roaming services. 4.7 The Access Seeker hereby acknowledges that it has no right, title or interest in the Trade Names and is not allowed in using any Trade Names, except only any trade mark licence agreement is agreed between the parties. The Access Seeker shall not use the Trade Names or any other Telefónica Germany branding of any kind anywhere in the world without Telefónica Germany's prior written consent. 4.8 Based on the provisions below Telefónica Germany shall safeguard that new SIM Cards sold to the Access Seeker, in accordance with the respective state of the art, are free of defects. Immaterial differences in colour, dimensions and/or other quality and performance features shall not result in the creation of any claims on behalf of the Access Seeker, claim with respect to warranty in particular. Telefónica Germany’s warranty in line with sections 437, 439 German Civil Code (BGB) vis-à-vis the Access Seeker shall be limited to a period of twenty- four (24) months effective from the delivery date. In exchange for return delivery of the defective item, warranty shall be limited, at Telefónica Germany’s discretion, to delivery of an item free of defects or a refund of the purchasing price or rectification of the defect. In the context of subsequent performance, replacement by higher quality products shall be deemed to have been accepted by the Access Seeker already now. Delivery of an item free of defects or rectification of defects shall not trigger the start of a new warranty period.

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5 Tariff and Payments

5.1 For usage (such as calls, SMS, data) made by Access Seeker customers over Foreign Systems, the Access Seeker will pay Telefónica Germany for all charges made by a Foreign Operator in respect of access to the Foreign System together with any handling, administrative or other charges in relation to the usage levied by Telefónica Germany. Telefónica Germany shall charge the Access Seeker a one-off connection fee. The amount of connection fee payable by the Access Seeker shall depend on the technical efforts associated with getting the Access Seeker connected. Such fees at any rate, however, will be charged on the basis of fair and reasonable pricing. The fee will be invoiced in the accounting period following commissioning of the technical interface. 5.2 From the Commencement Date until the date of termination of this Agreement, Telefónica Germany shall issue invoices to the Access Seeker for the charges payable by the Access Seeker to Telefónica Germany under Clause 5.1 for each calendar month (whether in whole or in part) so that the Access Seeker receives such invoice during the first 14 days of the following month. Invoices may comprise fees for previous months previously unbilled. 5.3 Telefónica Germany shall issue invoices for usage made by Access Seeker customers in accordance with Clause 5.1 so that the Access Seeker receives such invoices during the first 14 days of the month following the month to which the invoice relates. 5.4 The charges referred to in Clause 5.1 shall be payable by the Access Seeker by the date which is 14 days after the date of Telefónica Germany´s invoice (the "Payment Date"). 5.5 Notwithstanding any other provision of this Agreement, the charges payable by the Access Seeker under Clause 5.1, may be altered by Telefónica Germany at any time if Telefónica Germany has given at least one month's prior written notice to the Access Seeker. 5.6 Telefónica Germany will give to the Access Seeker as much prior notice as practicable (dependent on, among other things, the amount of notice given by the Foreign Operator to Telefónica Germany) of any alteration to the charges payable by the Access Seeker to Telefónica Germany under Clause 5.1. 5.7 Without prejudice to any other remedies that Telefónica Germany may have, if any sum payable by the Access Seeker under this Agreement is not received by Telefónica Germany in cleared funds before or on the relevant Payment Date, the Access Seeker shall pay to Telefónica Germany interest on such amount at the rate of 8% per annum above the base rate from the relevant Payment Date until the date of actual payment of such cleared funds (both dates inclusive) (such interest to accrue on a daily basis and to be compounded on a monthly basis and calculated on the basis of actual days and of a 365 day year).

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5.8 Under current German legislation all sums payable under this Agreement are not subject to any VAT. The Access Seeker undertakes to pay and indemnify Telefónica Germany in respect of any such non-retrospective VAT which may become properly chargeable on the sums payable under this Agreement to Telefónica Germany by the Access Seeker. The Access Seeker shall pay all import taxes, duties and other charges payable under any applicable on the import of the SIM cards into any country. 5.9 A complaint about an invoice may only be asserted within a cut-off period of three (3) months following receipt of invoice concerned. Upon expiry of the cut-off period, the invoice concerned shall be deemed to have been accepted by the party unless a complaint has been received. 5.10 The Access Seeker shall not be released from its duty to pay the total invoice amount even if a complaint has been asserted. 5.11 The Access Seeker shall, as a condition of this Agreement, provide Telefónica Germany on execution of this Agreement with a bank guarantee / deposit in a form satisfactory to Telefónica Germany for a sum to be laid down by Telefónica Germany. The guarantee shall be returned to the Access Seeker upon termination of this Agreement and payment of all sums due to Telefónica Germany or should the parties agree that such guarantee is no longer required, subject to the right of Telefónica Germany to recover from the guarantee at any time any overdue charges payable to Telefónica Germany. If Telefónica Germany recovers from the guarantee any payment due to it, but this Agreement is continuing in force, the Access Seeker shall within seven days provide Telefónica Germany with a guarantee in a sum equal to the amount recovered which Telefónica Germany shall continue to hold as security on the terms of this Clause. Any failure by the Access Seeker to provide a guarantee in accordance with this Clause shall be a material breach of this Agreement.

6 Customer Service

The Access Seeker shall be responsible for providing Access Seeker Customers with customer service. Telefónica Germany will not provide any support services for inquiries received from Access Seeker Customers.

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7 Telefónica Germany's Licence

7.1 This Agreement is subject to the continuing right of Telefónica Germany under the licence granted to it under German law to run telecommunication services in Germany (the “Licence”). Notwithstanding any other provision in this Agreement, if at any time the Licence, or any right of Telefónica Germany under the Licence to operate the telecommunication services in Germany, is withdrawn or terminated and not simultaneously replaced or renewed, this Agreement shall terminate automatically without either party being liable to the other, save for breaches by either party occurring prior to such termination and for any and all losses or damages the Access Seeker has incurred due to such termination (where such termination arises from an act or default of Telefónica Germany). 7.2 Telefónica Germany shall notify the Access Seeker in writing forthwith on the happening of any event referred to in Clause 7.1.

8 Undertakings and Warranties by the Access Seeker

8.1 The Access Seeker hereby undertakes to Telefónica Germany during the term of this Agreement that it shall:

(a) not be involved in, or knowingly, recklessly, or negligently permit or negligently allow any other party to be involved in Fraud, and to notify Telefónica Germany immediately on the Access Seeker becoming aware of or suspecting any Fraud;

(b) use all reasonable endeavours to ensure that its Customers comply with all authorisations, laws, licences, directions, codes or regulations relevant to the performance of this Agreement made under German or any other statutory provision for the time being in force with regard to the access to the roaming services;

(c) use all reasonable endeavours to comply with all reasonable codes of practice and procedures issued by Telefónica Germany in connection with the roaming services; and

(d) co-operate fully with Telefónica Germany to enable Telefónica Germany to comply with any legislation which may be relevant in connection with roaming services and the provisions of the Licence.

8.2 The Access Seeker warrants that at the date of this Agreement:

(a) it has all power and corporate authority necessary to enter into this Agreement;

(b) it has and will have during the term of this Agreement all necessary licences, permits and authorisations (whether for telecommunications

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purposes or otherwise) to enter into and perform its obligation under this Agreement; and

(c) all equipment and systems used by the Access Seeker to interface with Telefónica Germany´s Administration and Billing System (the “ABS”) are fully compatible (without modification, loss of performance, loss of use, or work or expense on the part of Telefónica Germany).

(d) The Access Seeker undertakes to safeguard mobile number portability (MNP) within the framework of the statutory requirements and the specifications, as applicable, of the MNP study group for number portability.

The Access Seeker will, where requested, furnish Telefónica Germany with support for an audit of the compliance of its interface (if necessary).

9 Responsibilities of Telefónica Germany

9.1 Subject to Clause 17, Telefónica Germany shall be responsible for, during the term of the Agreement:

(a) using reasonable endeavours to provide, operate and maintain the availability of the access to the Foreign Systems;

(b) subject to the availability of information from Foreign Operators, making available to Access Seeker via the daily rated CDRs or on a monthly basis via the ABS system, sufficient information to enable the Access Seeker to invoice Access Seeker Customers for amounts payable to the Access Seeker in respect of use of any Foreign System including the duration and time of occurrence of the usage applicable to each SIM Card Number;

(c) subject to the availability of information from Foreign Operators, making available to the Access Seeker excessive usage reports on a daily basis. Upon request Telefónica Germany can set high usage per day parameters for the Access Seeker.

(d) use its reasonable endeavours to enable the Access Seeker to have access to the ABS system to activate, de-activate and register SIM Cards, access the daily billing information and the excessive usage report referred to in Clause 9.1 (b) above and access the other services made available to the Access Seeker pursuant to this Agreement. Due to planned maintenance access to the systems can be limited between 10pm and 8am on any Business Day and between 6pm and 7am on Saturday and Sunday.

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9.2 In the case of resale access, for the quality of service, Telefónica Germany shall ensure that the Access Seeker is enabled to treat its retail customers equal to Telefónica Germany’s treatment of its own retail customers with respect to regulated roaming services.

10 Distribution of Mobile Phone Services

10.1 The rights of the Access Seeker under this Agreement shall extend to marketing and distribution – by the Access Seeker in its own name through the Access Seeker and the Access Seeker agents – of mobile phone services delivered by Telefónica Germany. 10.2 The Access Seeker has the right to assign to the Access Seeker agent the task of marketing the mobile phone services in line with this Agreement. It shall not be permitted for the Access Seeker to grant the Access Seeker agent the right to market services for own account and in its own name as independent Access Seeker agent. The Access Seeker agent therefore must assume an undertaking to exclusively become active in marketing in the name and for the account of the Access Seeker. 10.3 The contents of agreements with the Access Seeker agents must be brought in line with this Agreement and must not conflict with this Agreement. The Access Seeker must make sure that this Agreement is observed. 10.4 The Access Seeker does not have the right to render mobile phone services in accordance with this Agreement to third parties other than the Access Seeker customers, to customers who sell on mobile phone services in their name in particular. The Access Seeker shall prohibit use of the mobile phone services by the Access Seeker customers for purposes other than dialling up own connections

11 Observance of Telefónica Germany‘s Security Guidelines

The Access Seeker may only use the interfaces offered by Telefónica Germany for enabling end customer support and accounting for their designated purpose. The Access Seeker must prevent utilisation of the interfaces beyond the usual scope. The data transmitted must not contain any potentially malicious data (viruses, malicious code).

The Access Seeker must make sure by preventing in a reliable way any unauthorised access being made on the Access Seeker’s part to the technical interfaces offered by Telefónica Germany. The Access Seeker’s technical connection must be established by way of an encrypted connection (VPN) that complies with Telefónica Germany’s standards.

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12 Transmission of Data Records

12.1 Telefónica Germany shall only store or use traffic and invoice data resulting from Access Seeker customer situations that may be individualised to the extent this is necessary from a technical point of view and permitted in line with data secrecy regulations. 12.2 The Access Seeker shall make sure that its data processing systems are compatible with Telefónica Germany’s. The Access Seeker shall exclusively use data processing systems and take any other technical and organisational action necessary for safeguarding observance of the pertinent data protection regulations such as the provisions of the German Data Protection Act (Bundesdatenschutzgesetz, BDSG) in particular.

13 Data Protection/Data Processing and Privacy of Telecommunications

13.1 As far as the protection of is concerned, the contracting parties shall be governed by the provisions of the Telecommunications Act and the statutory instruments pronounced on the basis of these provisions as well as the provisions of the German Data Protection Act (Bundesdatenschutzgesetz, BDSG). In their relationship with the end customers, the parties agree to satisfy at their own expense any obligations imposed on companies rendering telecommunications services to the public by law or public authorities in accordance with provisions for the protection of the personal data of parties involved in telecommunications. 13.2 When processing and utilising personal data of the Access Seeker customers on Telefónica Germany systems, Telefónica Germany shall be active as contractor in accordance with section 11 German Data Protection Act (BDSG) and will only process the data in accordance with section 11 German Data Protection Act (BDSG). Telefónica Germany will – neither for own purposes nor for third-party purposes – use, utilise nor process the data it has at its disposal for processing and utilisation, nor transmit such data abroad nor pass it on to any other third parties beyond the scope of the respective agreements and contractual as well as technical requirements. The Access Seeker reserves rights according to section 11 paragraph 2 German Data Protection Act (BDSG). As far as the audit right is concerned, the Access Seeker agrees to observe the usual business hours and perform the audit in such a way that Telefónica Germany’s business operations are not affected. 13.3 With respect to the admissibility of data processing and utilisation and when it comes to safeguarding the Access Seeker customers’ rights the Access Seeker shall be responsible if and to the extent the Access Seeker is the authority responsible vis-à-vis Access Seeker customers for processing the data created in Telefónica Germany’s network that are available regarding this end customer in the network.

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13.4 The contracting parties have the duty only to employ the services of employees who have committed themselves in writing to the observance of data secrecy in accordance with section 5 BDSG and telecommunications privacy as well as the contents of this clause 13 of the agreement. 13.5 The contracting parties warrant due performance of technical and organisational security measures when it comes to the processing of personal data with respect to Access Seeker customers. The contracting partners shall also inform each other about who is their respective data protection officer. 13.6 Should the security authorities request information from the Access Seeker regarding any of the Access Seeker’s customers, the Access Seeker undertakes to verify the identity of the customer(s) concerned in accordance with the statutory provisions of the German Telecommunications Act (TKG). Such information in particular includes the phone number, the name and the address of the owner of the telephone number, in case of natural persons also their date of birth as well as the effective date of agreement and the date of termination of agreement. 13.7 The Access Seeker has the duty to indemnify Telefónica Germany against the costs incurred by Telefónica Germany for monitoring communications traffic (implementation of and information requests in line with the data protection provisions of German Telecommunications Act (TKG), as applicable and amended) in Access Seeker customers procuring services.

14 Emergency Services

14.1 The Access Seeker acknowledges that from time to time members of the emergency services or certain other local or governmental authorities may be granted priority access to telecommunication services. In cases of emergency Telefónica Germany shall give priority access over other telecommunications transmitted by the telecommunication services. 14.2 For the purposes of this Clause “emergency services” means the relevant public, police, fire, ambulance for that locality and any other body referred to as an “Emergency Organisation”, as amended from time to time, which apply to Telefónica Germany pursuant to the Post- und Telekommunikationsssicherstellungsgesetz, PTSG.

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15 Suspension of access

15.1 If the Access Seeker is in breach of its obligations, undertakings or warranties under this Agreement, Telefónica Germany shall notify the Access Seeker and will provide a reasonable period of time (which shall be not less than 5 Business Days), for the Access Seeker to take corrective action, unless no corrective action is possible. 15.2 If Telefónica Germany has acted in accordance with Clause 15.1 and the Access Seeker is still in breach of its obligations under this Agreement, Telefónica Germany shall be entitled to disconnect any/or all SIM Cards.

16 Liability

16.1 The Access Seeker shall be liable for all Fraud committed by its Customers and, accordingly, shall pay all call charges on the basis set out in Clause 5. Telefónica Germany shall have no liability to the Access Seeker or any other party in respect of any Fraud perpetrated by the Access Seeker or its Customers or otherwise through SIM Cards supplied to the Access Seeker under this Agreement. 16.2 Telefónica Germany shall have no liability whatsoever to the Access Seeker in respect of or in connection with any services provided to the Access Seeker Customers by Foreign Operators, including (without limitation) in connection with the cessation of the provision of such services to Access Seeker Customers, interruption, non-availability or failure of the Foreign Operator’s telecommunications systems or services or otherwise. 16.3 The Access Seeker shall indemnify and keep Telefónica Germany and its officers, employees and agents indemnified against all liability, losses, damages and expenses which arise out of any actions, proceedings and claims (including reasonable legal costs but excluding any consequential losses) made by any of the Access Seeker Customers against Telefónica Germany or any of its officers, employees or agents unless such actions, proceedings and claims result from the Fraud or negligence or acts or omissions of, or a breach of this Agreement by Telefónica Germany. 16.4 Neither party limits or excludes (i) its liability for death or personal injury (ii) liability due to wilful intent or gross negligence or (iii) any other liability which cannot be limited or excluded by law. 16.5 Subject to Clause 16.4, Telefónica Germany shall not be liable to the Access Seeker in contract, tort or otherwise (including liability for negligence) for loss whether direct or indirect of business, revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of data or for any indirect or consequential loss whatever.

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16.6 Subject to Clause 16.4 and notwithstanding Clause 16.5, Telefónica Germany´s liability in contract, tort or otherwise under or in connection with this Agreement shall in any event be limited to € 100.000 (One hundred thousand Euro) for any event or related series of events and to € 500.000 (Five hundred thousand Euro) for all events arising in any period of 12 months. 16.7 The contracting parties’ liability for pecuniary damage caused with negligence shall be limited to EUR 12,500 for each end customer of the other contracting party who suffered loss or damage. The upper limit for all claims for damages overall in this case shall total EUR 10 million for each event that caused loss or damage. Should the total of individual loss or damage exceed the upper limit, claims for damages shall be reduced in proportion, i.e. at the percentage of all claims for damages existing in proportion to the upper limit.

17 Force Majeure

17.1 Neither party shall be deemed to be in breach or default under this Agreement by reason of any failure to perform any obligations under or observe any terms of this Agreement if and for so long as such failure is the result of circumstances outside its control and which cannot be cured by measures which might reasonably be taken in the course of a business, (an "Event of Force Majeure"). Such circumstances shall include but not be limited to any outbreak or threatened outbreak of war, act or veto of government, or any other regulatory authority, Foreign Operators or international organisations, treaties and other international agreements, acts of or sabotage, vandalism, strikes, lockouts or any other labour disturbance, flood, fire, lightning, explosion, accident, riot, or any other act of God. 17.2 In the event of any such occurrence affecting either party, such party shall give notice to the other immediately on the commencement and the cessation of such circumstance.

18 Assignment and Subcontracting

Unless otherwise permitted in accordance with the terms of this Agreement, neither the Access Seeker nor Telefónica Germany shall be entitled to assign or otherwise deal with the benefit or burden of this Agreement or subcontract or delegate the performance of any obligations under this Agreement, without the prior written consent of the other party (such consent not to be unreasonably withheld).

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19 Confidentiality

19.1 Each party undertakes to keep confidential all information of a confidential, non-public or proprietary nature belonging to the other party which is disclosed to or obtained by the first party pursuant to this Agreement, including, without limitation, marketing, sales and financial information, business plans and strategies, details of customers and suppliers and technical information ("Confidential Information"). Each party undertakes not to disclose the Confidential Information of the other party to any third party and will allow access to the same to its own staff only on a "need to know" basis, except to the extent that any such information becomes public through no fault of that party or is authorised to be disclosed by the other party. 19.2 Each party will deliver up to the other party all Confidential Information of the other party and copies thereof on demand except that both parties may retain one copy of this Agreement. 19.3 The existence of and terms of this Agreement are confidential and, save as required by law, regulation or order of a competent authority, may not be disclosed by either party to any third party without the other party’s prior written consent. All media releases, public announcements and public disclosures by the Access Seeker relating to this Agreement or its subject matter, including promotional or marketing material, shall be co-ordinated with Telefónica Germany and approved by Telefónica Germany prior to release.

20 Notices

Any notice or demand given or made under the provisions of this Agreement shall be in writing.

21 Severability

If any one or more of the provisions of this Agreement shall be considered invalid, illegal or unenforceable, the remaining provisions of this Agreement shall not in any way be affected or impaired and shall be valid and enforceable to the fullest extent permitted by law. Notwithstanding the foregoing, the parties shall thereupon negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the provision so found to be void or unenforceable.

22 Partnership

Nothing in this Agreement shall constitute any partnership or joint venture between Telefónica Germany and the Access Seeker.

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Reference Offer Wholesale Roaming Resale Access

23 Waiver

No failure, delay or indulgence by either party in enforcing any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise or waiver of any right, power or privilege preclude or restrict any further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.

24 Amendment

Save as otherwise provided in this Agreement, no provision of this Agreement may be amended, waived or terminated, nor may any breach of any provision of this Agreement be waived otherwise than by the express written agreement of the parties hereto.

25 Entire Agreement

This Agreement and the attachments constitute the entire agreement between the parties hereto in connection with any Foreign System and the provision of SIM Cards pursuant to this Agreement and there are no other agreements, written or oral. This Agreement supersedes all prior understandings, representations or communications between the parties hereto in connection with this Agreement and the parties hereby declare that they have not relied on any representations or statements except as expressly set out herein.

26 Third party rights

A person who is not party to this Agreement shall have no right to enforce any of its terms.

27 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Germany to the exclusion of the CISG regulations. The parties hereby submit to the jurisdiction of the German courts in Munich.

28 Attachments

 Attachment 1 Price Schedule  Attachment 2 Contact Persons

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Reference Offer Wholesale Roaming Resale Access

______Place/Date Place/Date

______Telefónica Germany GmbH & Co. OHG Access Seeker

______Telefónica Germany GmbH & Co. OHG Access Seeker

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