Jtec UK Limited

CARRIER SERVICES AGREEMENT

Date: 22/04/2022

JTEC UK LTD (“VENDOR”), a company incorporated under the laws of U.K. (Company Number 05054246)
having its principal office at Unit 15, Hunts Mill, Crispin Place, Wallingford, OXON OX10 0DR, UK

and

Tapquila LLC . a company incorporated under the laws of Georgia (405325937 Registration Number) having
its principal offices 264 Omar Khizanishvili Street Tbilisi, Georgia 0167 (Tbilisi Technological Park Free Industrial
Zone) (“Supplier”);

have executed the present agreement (“Agreement”) on the following:

1. SERVICES
1.1. VENDOR will provide the Services to Tapquila LLC . in accordance with the provisions of this agreement
and the relevant attachment as soon as practicable after the date of this agreement, and the Receiving
Party must pay the Sending Party the applicable Charges for those Services in accordance with the
provisions of this agreement.
1.2. Parties will use its reasonable endeavors to restore normal operation of the Services with the least
practicable delay.
1.3. In this agreement:
“Receiving Party” means the party receiving traffic from, and providing the Services to the Sending Party
under this agreement,
“Sending Party” means the party sending traffic to the other party under this agreement.
“Services” means international premium rate number services to the destinations specified in the official
rate addendum to be sent by VENDOR to Tapquila LLC. upon service inception.

2. TERM
2.1. This agreement is for an initial term of twelve (12) months and then will continue until either party gives
the other at least thirty (30) days written notice of its intention to terminate, unless terminated earlier in
accordance with clause 2.2.
2.2. This Agreement may be terminated:

a) by either Party immediately upon written notice if the other Party comits an act of bankruptcy, or
if it should become insolvent, or if it is placed into liquidation, or if it makes an assignment for the
benefit of its creditors,
or:
b) if any of the Parties does not receive the payment during 5 days after the end of the accounting
month as it specified in section 4 (BILLING AND PAYMENT) of this Agreement,
or:
c) by either Party immediately upon written notice if the other Party should fail to fulfil any material
obligation of this Agreement or if the failure to fulfil the material obligation is remediable within ten

VENDOR
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Jtec UK Limited

(10) days from having received a request for remedial action from the other Party.

3. SUSPENSION
3.1 Either Party may, whether or not terminating this Agreement immediately suspend part or all of the
services it provides until further notice if:

a) it could be permitted to terminate this Agreement under the clause 3, or

b) it is obliged to comply with an order, instruction or request of government, emergency services or
other competent administrative authority, or
c) it needs to carry out work related to exceptional upgrading or maintenance of its facilities where
those facilities must cease operation at or about the time and agrees with the other party the
times of such work beforehand.

3.2. In the event of a suspension pursuant to clause 3b or 3c, the suspending Party will give the other Party
the maximum period of notice practicable and will endeavor to keep the period of suspension to as
shorter period as is practicable under the circumstances.

VENDOR
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Jtec UK Limited

4. BILLING AND PAYMENT

4.1. Services are given on credit with payment upon end of each settlement period according to the
conditions stated in the present Agreement.
4.2. All rates and payments applicable to this Agreement are quoted in Euro and USD.
4.3. Each Party within 5 (five) business days after invoice period will send to the other Party the Invoice.
Invoice period is calendar 30 (thirty) days. Bank service fees of transferring by electronic funds should be
paid by the Paying Party.
4.4. The Receiving Party (Paying party) must pay the amount due, within 45 (Forty - Five) calendar days of
receiving the invoice from the Sending Party.
4.5. Total amount of credit for all/any kind of services provided by VENDOR to Tapquila LLC is € 20,000
(Twenty Thousand Euro).
4.6. Each party is responsible for collection at its own cost of sums owing from its own clients, failure to
collect will not affect that party’s obligation to pay the bill for all undisputed traffic sent under this
agreement.
4.7. The Sending Party must make the payment by electronic funds transfer to the bank as specified in
Art.11.
4.8. Any dispute as to the number of minutes invoiced or the amount owing must be notified to the
invoicing party in reasonable detail in writing within 30 (thirty) calendar days of receipt of the invoice.
4.9. If the discrepancy is less or equal to one percent (1%) of the total minutes billed by the invoicing party,
the total amount invoiced shall be due and payable on the due date. If the discrepancy is larger than one
percent (1%) of the total minutes billed by the Invoicing Party, the undisputed part of the total amount
invoiced shall be payable on the due date. The decision of the parties must be written in the Act. In case of
necessity the correction of the bills (according to the Act) must be included in the next month’s invoice.
4.10. Each Party shall upon written request provide billing data for checking (CDR). The above mentioned
data shall be delivered to the other party within 7 days of the request otherwise the dispute will be
considered closed in favor of the Party that requested the data.
4.11. For the delay of payment of the amount not in dispute,
The paying Party must pay interest on the amount determined to be payable from the original due date at
the rate of twelve percent (12%) p/annum, for each day until payment is made.
4.12. Each Party may change the charges for traffic transmission to destinations. Price changes shall apply
as follows:
- Reduction - as of the date of a written notice.
- Increase - 7 days after the date of a written notice.
Changes will be requested in writing by e-mail.
4.13. Should the payment for the traffic to be withheld by a partner of one party as a result of fraudulent
use, this withheld or deducted portion of the payment will be deducted from the payment to the other
party. Deduction from the payment can be made only in case of irrefutable evidence of
fraud. “Fraudulent Use” i.e. traffic is considered fraud, when it is originated against the law or any
regulation. Furthermore, “Fraudulent Use” shall mean any abusive use of the Service such as, but not limited
to, the use of the telecommunications network with the intention of avoiding payment either without
correct payment, or no payment at all or someone else paying. Fraudulent Use of Service includes, but is
not limited to unusual traffic patterns, artificial inflation of traffic (dialers’) hacking and/or unauthorized
access. The Parties will then immediately establish contact to verify that there are valid reasons for the
withheld amount under dispute. Deducting party will provide to the other party, by the invoice due date,
the documentary proof that the payment was deducted by its partner(s) due to claimed fraud (e.g. CDR
file concerning the disputed traffic + an official police AND/OR any other known Investigatory or law
enforcement body’s investigation report).

VENDOR
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Jtec UK Limited

5. USE OF SERVICES
5.1. The Sending Party must take all reasonable steps to ensure that third parties do not use the Services
provided to the Sending Party under this agreement:
a) in connection with the breach of any law or the infringement of the rights of any third party; or
b) To interfere with, damage, disrupt or unlawfully use or gain access to any service, equipment or
computer network.
5.2. The Sending Party must take every reasonable precaution in its use of the Services supplied to it under
this agreement to prevent contamination of any software or hardware or diffusion of any software or
hardware contamination including without limitation computer viruses.
5.3. The Receiving Party is not liable for the security of the Sending Party’s traffic transmitted under this
agreement and has no obligations to ensure and makes no representations or warranties concerning the
security of such traffic.

6. RESPONSIBILITY FOR NETWORKS

6.1. Unless the parties otherwise agree, the technical standards and methods of operation to be applied by
the parties for the implementation and provision of the Services must conform to the relevant ITU –
Telecommunications Standardization Sector Recommendations, as amended from time to time.
6.2. The provision of the Services is subject to each party’s normal network management controls. The
Receiving Party reserves the right to limit traffic from the Sending Party on any route during conditions of
network congestion.
6.3. In line with the telecommunication industry, numbering format used is based on CCITT E.164 addressing.
All calls that are received must meet this standard. Received calls will be rejected:
a) the A# is missing or blank; or
b) the contents of the A# field contain hex digits or other non-numeric characters; or
c) the A# starts with 08979 which confirms no valid CLI was present and the number was injected by
the UK international gateway; or
d) there is no match to an Ofcom allocated UK number range or a country code identified according
to the ITU-T Recommendation E.164 country code list https://www.itu.int/pub/t-sp-e.164d (as such
list may be updated or amended from time to time).

Note: Invalid CLI is defined as above. For billing, the A# is Network Number (or the P-A-ID in the case of IP
calls and this will be used for surcharge rating. Presentation numbers (or From field in the case of IP calls)
are not used.

VENDOR
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7. LIMITATION OF LIABILITY
7.1. Except as otherwise provided for in this agreement, each party will not be liable to the other, or to the
other’s interconnecting carriers or end users, whether in contract or tort (including negligence) or
otherwise, for any loss, claim, cost or damage, whether direct, indirect, consequential or special, arising in
connection with any failure, breakdown, interruption or degradation in a service or in the network of either
party or any other network or connection involved in the provision or use of Services whatever is the cause
of such failure, breakdown, degradation or interruption and however long it lasts.
7.2. The terms and conditions in this agreement that exclude or limit either party’s liability apply to the
extent permitted by law. Provisions of applicable legislation may imply warranties or conditions or impose
obligations upon a party which cannot be excluded, restricted or modified except to a limited extent.
7.3. Neither party is liable to the other by reason of any failure in performance under this agreement (other
than a failure to pay funds) if such failure arises out of causes beyond the reasonable control of the
affected party (force majeure circumstances).

8. CONFIDENTIALITY
8.1. Each party undertakes to the other that it will treat as confidential, and will use its reasonable
endeavors to procure that its directors, employees, professional advisers and agents will treat as
confidential the terms and conditions of this agreement as well as all data, rates, reports or information
whether of a technical or business nature or otherwise relating in any manner to the business or affairs of
the other party which it may receive in connection with this agreement, and will not disclose or use such
information other than strictly for the purposes of this agreement except with the written permission of the
other party.

9. DISPUTE RESOLUTION
9.1. If the dispute cannot be settled within thirty (30) days of receiving a notice of dispute, the parties must
refer to international dispute resolution procedure under the Office of Telecommunications Adjudicator
located in U.K.

10. MISCELLANEOUS
10.1. Any communication required to be given under this agreement must be given in writing by fax or by E-
mail to the addresses as specified in Art.11 of the Agreement.
10.2. All the time referred in this agreement shall be GMT+0:00 times.
10.3. All prior negotiations, correspondence, arrangements, understandings, representations and
agreements with respect to such subject matter of this agreement cease to have any effect after signing.
10.4. This agreement may be amended only by agreement in writing and signed by each party.
10.5. Neither party to this agreement may assign or transfer its rights or interests under this agreement
without the prior written consent of the other party.
10.6. This Agreement is executed in English.

VENDOR
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Jtec UK Limited

11. ADDRESSES AND BANK REFERENCES

Tapquila LLC VENDOR

JTEC UK LIMITED
Reg. Nr. 405325937 Reg. Nr.: 05054246
VAT Nr: 05054246

Legal address: 264 Omar Khizanishvili Street, Tbilisi, Legal address: Unit 15, Hunts Mill, Crispin Place,
(Tbilisi Technological Park Free Industrial Zone), Wallingford, OXON OX10 0DR, U.K.
Georgia, 0167

BANK NAME: Paysera LT BANK NAME: BARCLAYS BANK PLC

BRANCH ADDRESS: Pilaitės pr. 16, Vilnius, LT- BRANCH ADDRESS: LEICESTER LE87 2BB
04352, Lithuania

ACCOUNT SORT CODE ACCOUNT SORT CODE: 20-01-09

ACCOUNT NO: ACCOUNT NUMBER: 43509044

IBAN: LT973500010005687337 IBAN: GB21 BARC 20010943509044

SWIFT: EVIULT2VXXX SWIFTBIC: BARCGB22

BENEFICIARY: BENEFICIARY: JTEC UK LIMITED

Tapquila LLC VENDOR

…………………………………
Signature: …………………………………
Signature:

Name:
Position: Director Name: Cliff Bailey
Position: MD

VENDOR
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