Supply Agreement
Supply Agreement
Supply Agreement
This agreement (hereinafter, the “Agreement”) is entered into on the …………………… (hereinafter
the “Effective Date”)
BETWEEN
TWENTY-NINE COM SA, with registered office in Switzerland, in Via Pedemonte, 40 6962 Lugano
CH - registered at the Chamber of Commerce of Ticino under the Company’s Register n. CH-
501.3.019.299-6, duly represented for the purposes hereof by Mr. Tullio Freddolini acting in his
capacity of legal representative of the company (hereinafter “TNC”)
AND
……………………………., a company incorporated under the laws of …………….., with registered office in
………………………………………………………………., registered at the Chamber of Commerce of ……………..,
under the Company’s Register n. ………………………… duly represented for the purposes hereof by
…………………… acting in his capacity of legal representative of the company (hereinafter “CLIENT”)
(TNC and CLIENT, hereinafter, may be referred to individually as a “Party” and collectively as the
“Parties”)
WHEREAS
ii) TNC has the availability of the aforementioned numerations by virtue of execution of
commercial agreements with several carriers and acts on the market as a reseller of those
numerations;
iii) CLIENT is a contents provider, or manager of contents provided by third parties, and wishes
to utilize the aforementioned numerations in the availability of TNC to offer such contents
to the market;
NOW, THEREFORE, in consideration of the mutual premises and covenants set forth here in and
for good and valuable consideration, the Parties agree as follows:
Twenty-Nine Com SA
Via Pedemonte 40 - 6962 Lugano Switzerland
Office Phone: +41 912900129, Mobile phone: +41 763970870
info@twentyninecom.ch - www.twentyninecom.ch
ART. 1 - Premises and Annexes
1.1 The premises and annexes, with the latter duly signed by the Parties, are an integral and
substantial part of this Agreement.
1.2 This agreement and the Annexes mentioned therein constitute the entire agreement
between the Parties in relation to the matters set out therein and supersede and replace
any previous contract, understanding, commitment or agreement of any nature between
the Parties in relation to the subject matter thereof. Therefore none of the Parties may
demand from the other Party the fulfilment of obligations or services that are not expressly
provided for in it and / or that are provided for by previous contracts, understandings,
commitments or agreements
1.4 In the event of a conflict between the provisions set forth under Annex A and Annex B and
the provisions set forth in this Agreement, the former will prevail.
2.1 TNC commits itself to supply to the CLIENT the following services (hereinafter, the
“Services”):
ii) provide the tools for the control of the statistics pertaining the traffic generated on
the numbers assigned to the CUSTOMER. To this aim, TNC shall provide the CLIENT
a dedicated virtual panel control, where the CLIENT shall be entitled to access
trough the use a password and a user name.
2.2 The Parties expressly agree that the execution of any additional or different service other
than those provided for in the previous article 2.1 must be agreed in writing between the
Parties with the related terms and conditions of execution.
2.3 The Parties expressly acknowledge that this Agreement does not involve the
establishment of any type of partnership, joint venture or agency relationship between
TNC and the CLIENT.
Twenty-Nine Com SA
Via Pedemonte 40 - 6962 Lugano Switzerland
Office Phone: +41 912900129, Mobile phone: +41 763970870
info@twentyninecom.ch - www.twentyninecom.ch
ART. 3 Supplier obligations and representations.
3.1 The CLIENT expressly declares to be in possession of all the authorizations required by any
national or international regulation in order to execute and perform this Agreement.
3.2 The CLIENT shall use the Numerations Assigned exclusively to offer its own services and
contents on the market and, in any case, in full compliance with all the national and
international regulations which shall apply to this Agreement and the provisions set forth
in the code of practice attached herein under ANNEX B. By way of example, the CLIENT
shall supply services and contents in accordance with the legislation pertaining privacy, fair
competition, safeguarding of morality and public order.
3.3 The CLIENT expressly acknowledges that TNC is not ware nor can control the contents of
the services provided to third parties trough the Assigned Numerations and the
advertisings of such services; therefore, the CLIENT shall be the exclusive responsible in the
events such contents do not comply to all the relevant– national or international –
regulation.
3.4 CLIENT commits itself to ensure that the telephone traffic generated on the Numerations
Assigned does not emerge from fake or fraudulent actions. It remains understood that the
CLIENT shall have no right to any form of compensation or remuneration by TNC in relation
to telephone traffic generated from fraudulent activities.
3.5 The CLIENT – with the previous written consent of TNC - shall be entitled to subcontract
the possibility to use the Numerations Assigned to third parties to provide their respective
services and contents. It remains understood that the CLIENT undertakes to ensure that
the aforementioned third parties respects all, without any exception, the provisions set
forth in this Agreement and subscribes a code of practice substantially analogous to the
one attached herein under Annex B.
3.6 The CLIENT shall not, in any case, be allowed to use any logo or other distinctive mark of
TNC. By way of example, the CLIENT shall not use TNC logos to advertise its services.
3.7 The CLIENT undertakes to indemnify and hold harmless TNC from and against all direct,
indirect and consequential loss, liability, actions, claims, costs, damages and expenses
(including legal expenses) awarded against or suffered or incurred or paid by TNC as a
result of, or in connection with the breach of the Agreement. By way of example - in the
event that the CLIENT subcontracts the possibility to use the Numerations Assigned to third
parties – the CLIENT shall indemnify and hold harmless TNC from any and each negative
consequence deriving from the breach of this agreement by such third parties.
Twenty-Nine Com SA
Via Pedemonte 40 - 6962 Lugano Switzerland
Office Phone: +41 912900129, Mobile phone: +41 763970870
info@twentyninecom.ch - www.twentyninecom.ch
3.8 The CLIENT expressly acknowledges that TNC and the carriers on behalf of which TNC
eventually resells the Assigned Numbers to the CLIENT shall not be liable for any technical
faults and services interruptions not imputable to them such as - by way of example -
service interruptions of international transfers of calls.
3.9 The CLIENT, simultaneously with the execution of this Agreements, delivers to TNC the
following documents: i) an updated company’s certificate which specifies, inter alia, who
are the employees with signature powers; and ii) a copy of the identity document of the
legal representative of the Client.
4.1 TNC undertakes to pay to the CLIENT - as compensation for the telephone traffic generated
by the latter on the Assigned Numbers - a fee calculated by multiplying the rate provided in
Annex A for each Assigned Number by the total minutes of traffic generated on such
number.
4.2 TNC - within 15 days from the end of each calendar month - shall remit to the CLIENT a
statement which shows the related telephone traffic generated on each Assigned
Numeration (hereinafter the “Traffic Report”) and the authorization to issue the pertaining
invoice.
4.3 The CLIENT, on the basis of the Traffic Report, shall issue the relative invoice and send it to
the Client within the terms and conditions described in Annex A. It remains understood
that:
i) the data indicated in the Traffic Report shall constitute the only data that will be
authentic between the Parties in relation to the traffic generated by the CLIENT
during each calendar month. In this regard, the CLIENT renounces to submit any
kind of objection;
ii) TNC shall not be required to authorize the CLIENT to issue an invoice - and pay the
relative amounts - in relation to the telephone traffic generated in a fraudulent
manner;
iii) TNC shall not be required to authorize the CLIENT to issue an invoice - and pay the
relative amounts - in relation to the telephone traffic for which TNC has not fully
collected, for any reason, the relative amounts due by the carrier on behalf of which
it eventually resells the Assigned Numbers. It remains understood that TNC shall
use its best efforts to collect payments due from such carriers and shall update the
CLIENT and share information with it on the state of collection of such amounts;
Twenty-Nine Com SA
Via Pedemonte 40 - 6962 Lugano Switzerland
Office Phone: +41 912900129, Mobile phone: +41 763970870
info@twentyninecom.ch - www.twentyninecom.ch
iv) TNC shall not be required to authorize the CLIENT to issue an invoice - and pay the
relative amounts - in relation to the telephone traffic whose consideration is minor
of € 100.00; In case of CLIENT request, such amount will be paid with all the transfer
Charge to CLIENT, or will be add to the follow payment, till the sum is reached.
v) TNC shall pay the amounts due to TNC within the terms set forth in Annex A.
4.4 The invoices that the CLIENT, under the provisions of this Agreement, will be authorized to
issue must be sent to the following e-mail address: administration@twentyninecom.ch and
contain the following details:
- Twenty-Nine Com SA
Via Pedemonte,40
6962 Lugano- CH
5.1 TNC shall be entitled to immediately suspend the supply of the Services in case the
telephone traffic generated by the CLIENT on the Assigned Numerations is fraudulent due
to the violation of this Agreement or of any legal regulation – national or international -
applicable to this Agreement. In remains understood that in such event TNC shall promptly
notify the CLIENT about the suspension of the Services.
5.2 TNC – in case of suspension of the Services – shall provide the Client with all the
information received by the carrier, or any other third party involved, about the fraudulent
traffic.
6.1 Unless otherwise provided in this Agreement, all the communications between the Parties
shall be made in writing by means of registered letter, courier or e-mail (all with return
receipt), in English language, and shall be deemed to be duly and validly given at the
indicated in the relevant return receipt. Furthermore, such communications shall be
addressed as follows:
- TNC
Twenty-Nine Com SA
Via Pedemonte 40 - 6962 Lugano Switzerland
Office Phone: +41 912900129, Mobile phone: +41 763970870
info@twentyninecom.ch - www.twentyninecom.ch
Twenty-Nine Com SA
Via Pedemonte, 40
6962 Lugano – CH
Tel /fax +41 (0)91 29 0029
sales@twentyninecom.ch
- CLIENT
[●]
7.1 This Agreement, in addition to its terms and conditions, is subject to any national and
international law applicable to the same, including – by way of example - the laws and
regulations issued by International Telecommunication Union (hereinafter “ITU”) and/or by
any other competent national and international authority.
7.2 The CLIENT is aware that the Numeration Assigned are given by ITU to third parties carriers
and that TNC has the availability of such numerations due to agreements with the carriers.
The CLIENT shall not have any claim towards TNC in case Carrier, the ITU and/or any other
competent authorities request the definitive interruption or temporary suspension of the
Services, or a modification of the essential terms and conditions of this Agreement.
Art. 8 - Term
8.1 This Agreement shall come into force on the Effective Date and shall continue for an initial
term of two (2) years. Thereafter, the Agreement shall be deemed to be automatically
renewed for an additional one (1) year period of time unless either Party gives a notice of
non-renawal to the other Party at least thirty (30) days prior to the end of the current
term.
9.1 Either party may terminate this Agreement for any reason, with or without cause, upon
sixty (60)-calendar days advance written notice to the other Party.
Twenty-Nine Com SA
Via Pedemonte 40 - 6962 Lugano Switzerland
Office Phone: +41 912900129, Mobile phone: +41 763970870
info@twentyninecom.ch - www.twentyninecom.ch
9.2 In addition to the withdrawal right provided by Article 9.1 above, TNC shall have the right
to terminate this Agreement or suspend the Services giving at least three (3) days prior
written notice to the Client, in the event that:
(a) the agreements between the carriers and TNC - pursuant which the latter
has the availability of the Assigned Numbers which it resells to the CLIENT -
cease to have effect for whatsoever reason;
(b) the carriers, for whatsoever reason, decide to disconnect any network
service which is necessary for TNC to perform the Services in favour of the
CLIENT;
(c) TNC is imposed to stop the supply of the Services to the CLIENT due to any
law or regulations applicable to the Agreement or due to an order received
from an authority;
(d) The CLIENT is in material breach of one of the provision set in previous
articles from 3.1 to 3.7 of this Agreement.
9.3 The CLIENT expressly acknowledges and accepts that it shall have no right to any kind of
indemnification in the event TNC withdraws from this Agreement pursuant previous
articles 9.1 and 9.2.
10.1 Privacy: the Parties undertake to comply with all the regulatory provisions relating to the
privacy, including those established by LDP 235.1 Federal Law on data protection and, where
applicable, those provided by the General Data Protection Regulation (EU) 2016/679 (GDPR).
10.2 Confidentiality: during the validity of this Agreement and for a period of time of one (1)
year following the termination of this Agreement, each Party shall maintain the
confidentiality of all information or data of any nature (hereinafter “Information”)
provided to it by the other Party hereto. The Parties expressly acknowledge that the
existence ant the contents the of Agreement and all of its Annexes shall be considered to
be “confidential”. Each Party shall use all the reasonable efforts in order to protect the
Information it receives hereunder as it accords to its own confidential and proprietary
information. The above requirements shall not apply to Information which: (i) is already in
the possession of the receiving Party through no breach of an obligation of confidentiality
to the disclosing Party or any third party; or (ii) is already publicly available through no
breach of this Agreement; or (iii) was previously independently developed by the receiving
Twenty-Nine Com SA
Via Pedemonte 40 - 6962 Lugano Switzerland
Office Phone: +41 912900129, Mobile phone: +41 763970870
info@twentyninecom.ch - www.twentyninecom.ch
Party. Furthermore, this Agreement shall not prevent any disclosure of Information
pursuant to applicable law or regulation, provided that prior to making such disclosure, the
receiving Party shall use reasonable efforts to notify the disclosing Party of this required
disclosure.
10.3 Force Majeure: neither Party shall be liable, nor shall any credit allowance or other remedy
be owed, for any performance that is prevented or hindered due to a force majeure event.
In the event TNC, for whatsoever reason, is unable to provide the Services for a period in
excess of thirty (30) consecutive days, then either Party may terminate the Agreement
upon written notice to the other Party.
10.4 Severability, waiver: the provisions of the Agreement are severable. In the event that any
provision of the Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, such provision shall be reformed only to the extent necessary to make it
enforceable and the invalidity or unenforceability of such provision shall not affect any
other provisions and all provisions not affected shall remain legal, valid and binding. The
failure by either Party to exercise or enforce any right conferred by this Agreement shall
not be deemed to be a waiver of any such right or to operate so as to bar the exercise or
enforcement of any such or other right on any later occasion.
10.5 Assignment: neither Party may assign this Agreement without first obtaining the other
Party's prior written consent. Any purported assignment in contravention of this section
shall be void and the assigning Party shall remain bound by the Agreement. This
Agreement shall be bind and inure to the benefit of each Party and each Party's successors
and permitted assigns.
10.6 Governing Law: this Agreement shall be governed by and construed in accordance with the
laws of Switzerland, without regard to conflict of laws principles.
10.7 Dispute Resolution: any dispute, controversy or claim arising out of or relating to this
Agreement, or the breach, termination or invalidity thereof, shall be settled by the
Lugano’s Court.
Twenty-Nine Com SA
Via Pedemonte 40 - 6962 Lugano Switzerland
Office Phone: +41 912900129, Mobile phone: +41 763970870
info@twentyninecom.ch - www.twentyninecom.ch
Signature ................................................. Signature ………………………………………………………
Twenty-Nine Com SA
Via Pedemonte 40 - 6962 Lugano Switzerland
Office Phone: +41 912900129, Mobile phone: +41 763970870
info@twentyninecom.ch - www.twentyninecom.ch