Dialog Enterprise
TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATIONS

1.1. In this Agreement, unless the context requires otherwise, the following words shall have the meaning ascribed to same below:

“Alternative/Temporary Service” - shall mean an alternative solution/service delivered utilizing alternative technologies/CPE in the event DIALOG is not able to provide Service using the technology/CPE agreed herein;

“Agreement” - shall mean this agreement for Enterprise Services including Sections A-D, the Terms and Conditions herein and the respective Schedules, Annexures and execution page hereto (if any), executed between Dialog and the Customer and shall include any other document expressly incorporated herein and any amendments made thereto from time to time with the mutual agreement of the Parties;

“Commencement Date” - shall mean the date set out in Section B at the beginning hereof;

“Fixed Voice Rental” - shall mean the bill commitment as set out in Section D hereto which the Customer is required to maintain during the Term set out there in subject to the definition set out in Third Party Equipment;

“Date of Commissioning” - shall mean the date on which the technical solution is commissioned into service for Customer’s operation or use after testing required performances as per the requirements of this Agreement as set out in the system of Dialog;

“Dialog” - shall mean Dialog Broadband Networks (Pvt) Ltd (PV 261) of No. 475, Union Place, Colombo 2, Sri Lanka;

“Customer” - shall mean the Corporate entity or any other entity receiving the services from Dialog, details of which are sent out in Section A hereto;

“Customer Premises Equipment (CPE)” - shall mean all equipment including wireless radio transmission devices, antennas, routers, modems, telephone instruments, cables, mast and mounting structures, E1 card, Private Automatic Branch Exchange (PABX), Third Party Equipment (defined below) and any other devices owned by DIALOG and installed at Customer premises for the purpose of providing services hereunder, either at the commencement of this Agreement or thereafter;

“Customer Maintenance Period” - shall mean the period within which the Customer shall maintain the Third-Party Equipment as set out in Schedule 1 of this Agreement commencing from the date indicated therein;

“Force Majeure Events” - shall mean acts of God, strike, lockouts or other industrial disturbances, wars, insurrection, epidemics, landslides, earthquakes, pandemics, storms, lightning, floods, civil disturbances, explosions, and any other similar events not within the reasonable control of either Party and which by the exercise of due diligence neither Party is able to overcome;

“Term”/Period of Service” - shall mean the period set out in Section B herein, effective from the Commencement Date;

“Third Party Equipment” - shall mean equipment’s referred to in Schedule 1 herein, which are specially purchased by DIALOG from third party suppliers for provision of Services to the Customer. In the event of the applicability of Third-Party Equipment under this Agreement, upon expiry of the Term, Customer shall inform DIALOG in writing in order to eliminate the Fixed Voice Rental;

“Initial Payment” - shall mean a one-time payment Customer shall pay DIALOG which shall be reflected on the first invoice / bill of the Customer raised by DIALOG;

“Party” - shall mean either Dialog or Customer each individually;

“Parties” - shall mean Dialog and Customer both collectively;

“Section” - shall mean any section from sections A to D in this Agreement.

“Services” - shall mean the fixed enterprise services offered and provided by Dialog more fully set out in Section C hereto including but not limited to telecommunication services including Voice Telephony, Data Communications, IDC services, Managed Services, Internet, Information Communication Technology (ICT), Server or Web Hosting, Services Management, Telecommunication Tower or Infrastructure or any other related telecommunication services specified in this Agreement including but not limited to services included under Section C hereto.

1.2. INTERPRETATION

1.2.1. Words importing the singular shall also include the plural and vice-versa where the context so requires.

1.2.2. The title of these conditions are for convenience of reference only and shall not be deemed to be part of this Agreement or in any way alter the interpretation or construction thereof.

2. PARTIES TO THE AGREEMENT AND SERVICES PROVIDED

2.1 This Agreement is entered into by and between Dialog and the Customer for Dialog to provide Services to the Customer subject to the Customer fulfilling its obligations set out herein and subject to the terms and conditions herein.

2.2. DIALOG shall provide the Customer with Services specified in Section C hereto subject to the terms and conditions hereinafter set out.

2.3. Any addition / reduction of any new or existing Service and/or CPE already provided hereunder may be done on receipt of a formal written order (via registered post or electronic mail) by way of a duly completed schedule to this Agreement or otherwise by DIALOG from the Customer and/or execution of an amendment to this Agreement and such added /deducted Services shall be automatically included and be subject to the terms and conditions herein.

3. OWNERSHIP OF CPE/ ACCESSORIES

3.1 DIALOG shall provide and install the required CPEs for the provision of Services which shall be added or removed from time to time as required for provision of Services.

3.2 DIALOG shall solely be entitled to decide the type, model and capacity of different CPEs required for provision of Services to the Customer and/or to change from time to time as is necessary.

3.3 All CPE and accessories provided hereunder shall be and remain to be property of DIALOG, and the Customer shall have no claim, rights or interest thereto. In the event of termination of this Agreement or disconnection/termination of Services at any location of the Customer, for any reason whatsoever, all CPE/Accessories shall be immediately returned to DIALOG in good condition.

4. COMMMENCEMENT OF AGREEMENT

This Agreement shall become effective upon fulfillment of all of the following:

4.1 Payment of the Initial Fee as applicable.

4.2 Submission of satisfactory proof of identity of the Customer, and where the Customer is an incorporated entity – submission of certified copies of documents including certification of incorporation and any other documents required by DIALOG and signature of this Agreement by authorized signatories of such entity. Where the Customer subscribes for Services as a sole trader/partner for his/her business he/she shall submit a certified copy of his/her Business Registration Certificate or Certificate of Registration of a Firm.

4.3 The Customer not owing DIALOG any dues in lieu of any other services provided by DIALOG or under any other Agreement between the Customer and DIALOG - whether in effect or terminated as at the time of execution of this Agreement.

5. DURATION OF AGREEMENT

5.1 This Agreement shall be effective from the date stated in Section B of this Agreement.

5.2 Where DIALOG is required to provide Services at multiple locations of the Customer, the Services at each such location shall commence from the Date of Commencement of Services at the respective location and continue until expiration of the Period of Service.

5.3 This Agreement shall remain valid until expiry of the Period of Service and thereafter, this Agreement shall automatically renew and be in force and effect on the same terms and conditions unless otherwise mutually agreed by the Parties hereto, until terminated as per Clause 10 herein.

6. CHARGES AND PAYMENT TERMS

6.1 The prices/charges payable to DIALOG by the Customer for the Services provided and/or connection of the CPE installed shall be as per Section C hereto and such payments shall be made by the Customer on all available payment modes.

6.2 Connection charges shall be paid by the Customer prior to installation of the CPE. In the event same are not paid in full by the agreed date of installation of CPE, DIALOG shall be entitled to withhold installation until same are paid.

6.3 The rental in terms of monthly / quarterly / annually or one-time fee (as applicable) and/or the charges stipulated in Section C shall commence accruing on issuance of the notice provided by the installation team of DIALOG stipulated in Clause 7.4 herein.

6.4 Charges for each calendar month, quarter, annum, or one-time fee shall be invoiced to the Customer at the end of such period respectively. The Customer shall settle all invoices by the due date for payment as stipulated in such invoice.

6.5 In the event the Customer is required to pay a Fixed Voice Rental such rental shall be for the Period of Service / Term set out in Section B hereto subject to the definition of Third Party Equipment. . However, if the solution is combination of third party equipment and Dialog owned service, at the time of renewal, fixed voice rental needs to be revalidate.

6.6 The Customer shall be liable for all applicable charges and payments during the period of Alternative Service.

6.7 In the event the Customer wishes to subscribe for additional services or value-added services (that may be introduced by DIALOG from time to time) than those mentioned herein, the Customer may do so by payment of the applicable charge, if any, for provision of such services and notwithstanding Clause 2.3 herein, an addendum shall be executed hereunder if required by DIALOG for such additional or value-added services.

6.8 DIALOG shall be entitled to vary its charges with prior notice to the Customer, whether pertaining to initial subscription of Services or subsequent subscription of additional Services.

6.9 In the event the Customer requires relocation of the CPE either within the same premises of the Customer or to a new premise, the Customer shall request same in writing to DIALOG and DIALOG shall do so at a charge to be stipulated in the bill . invoice, at such time of relocation and subject to technical and commercial feasibility of such relocation to and installation of the CPE at the new location. Relocation of CPEs shall also be subject to Clause 7.2 herein

6.10 In the event at any time any particular invoice is not settled within the said period stipulated in Clause 6.4 herein, DIALOG shall be entitled to charge interest at the rate of two per cent (02%) per month of the outstanding amount due or suspend provision of the Services until such invoice is settled. In the event of suspension of provision of Services and continued non-settlement of the invoice for a further ten (10) days, DIALOG shall be entitled to remove its CPE from the Customer’s premises without further notice and terminate this Agreement with immediate effect.

6.11 DIALOG shall not be responsible to dispatch invoices to the Customer other than to the email address indicated in as indicated in Section A herein or any other email address informed to DIALOG in writing by the Customer.

6.12 Charges for voice services at all times shall be as per DIALOG’s applicable charges.

6.13 In the event of disconnection of Services by the Customer or by DIALOG due to an act, omission or failure of the Customer, a reconnection charge as would be applicable as at the time of such reconnection shall be payable for resumption/reconnection of Services - which charge must be paid prior to reconnection.

TAXATION

Where appropriate and legally required, all taxes applicable under this Agreement and/or on the payments made hereunder shall be borne or paid by the Party charged with the tax.

The prices out in hereto does not include Value Added Taxes (hereinafter referred to as “VAT”) imposed under the Value Added Tax Act, No. 14 of 2002 and amendment thereto and Social Security Contribution Levy (“SSCL”) imposed under Social Security Contribution Levy Act No 25 of 2022 which may be charged by Dialog in addition to the price (if applicable), provided however that customer submits proof of registration for such taxes with the Department of Inland Revenue. VAT shall only be paid by customer on submission of a valid “tax invoice” as per said Value Added Tax Act.

Prices charges in respect of services provided hereunder exclude taxes and Dialog shall charge and recover such taxes at applicable rates as may be in force at the time being in respect of all indirect taxes and any tax or levy as charged on the user of mobile phones that may be imposed from time to time and recovered and collected by licensed operator including and not limited to prevailing taxes such as Telecommunications Levy and Telecommunications License Levy (CESS).

In the event any amendments are made to current taxes by change or amendment to the legislation or by laws and or any new/additional taxes become applicable during the term of this Agreement, the Parties shall follow such amending legislation, or the new statue and such changes or imposition of new taxes will be effective as per the effective dates mention in same legislations.

Where any payment made under this Agreement is subject to withholding tax (“WHT”), such Party shall make the necessary payments under this Agreement after deducting WHT thereon and furnish necessary certificates to the respective Party as proof of deduction, subject to submission of a direction by the party receiving payment to the other.

Each Party shall be responsible for obtaining necessary registration and directions where appropriate and applicable. Neither Party shall suffer any additional tax, duty or levy on account of the failure or omission of the other Party to obtain such registration, waiver or direction.

Notwithstanding the aforesaid, each Party shall be responsible for their respective tax obligations including the filing and reporting obligations in relation to tax matters in Sri Lanka. Customer hereby agrees to hold Dialog harmless against any claims or penalties that may be imposed on Dialog by reason of the failure of Customer.

7. INSTALLATION AND SERVICE COMMISSIONING

7.1 Installation of all CPEs hereunder shall be carried out by DIALOG or its authorized agents or contractors.

7.2 The Customer shall provide the following facilities to DIALOG free of charge at its premises for installation of the CPE:

7.3 The Customer warrants that the space so allocated is safe for accommodating the CPEs until removal of the CPEs by DIALOG due to any other reason.

7.4 After completion of installation, the Customer shall certify completion of such installation by signing DIALOG’s relevant form/document. The CPE shall be tested by DIALOG and the Customer for required functionalities and performance of the technical solution. In the event the CPEs require adjustment, reconfiguration or any fault is discovered during testing, DIALOG shall rectify such fault, effect reconfiguration or adjustment of the CPEs as required. On completion of successful testing the Customer shall certify to DIALOG that the CPE is in good working order and the solution/services provided hereunder are functional by signing the relevant Form of DIALOG.

7.5 Where DIALOG is required to provide Services at multiple locations of the Customer, the charging shall commence for each location commencing the Date of Commissioning of respective location unless otherwise mutually agreed between the parties hereto.

7.6 In the event DIALOG provides any Alternative/Temporary Service to the Customer as may be mutually agreed with the Customer, DIALOG shall be entitled to remove CPE installed/utilised for provision of such Alternative/ Temporary Service after provision of the Service originally agreed, replacing the Alternative/Temporary Service.

8. RIGHTS OF DIALOG

8.1 DIALOG shall be entitled to reject any application for any services of DIALOG by the Customer in future for any reason DIALOG deems fit including, but not limited to, existence of outstanding sums payable to DIALOG by the Customer for any service whatsoever provided by DIALOG.

8.2 DIALOG shall be entitled to effect any alterations to any CPE provided hereunder if same are deemed necessary for their maintenance or continued or better performance.

8.3 DIALOG shall be entitled without prejudice to any other rights available to it hereunder and not withstanding express or implied waiver of any previous breach of this Agreement, to suspend provision of Services due to the following;

8.4 In the event the Customer fails to settle any sum owed to DIALOG hereunder, DIALOG shall be entitled to set off such sum against any deposit the Customer may have paid DIALOG under any other Agreement.

8.5 DIALOG shall be entitled to interrupt provision of the Services by prior written/ email notice for the purpose of carrying out mandatory network maintenance.

9. OBLIGATIONS OF THE CUSTOMER

9.1 In the event preventive maintenance, repairs, alterations or testing is to be carried out by DIALOG to the CPE installed, the Customer shall permit DIALOG to do so with prior notice to the Customer and the Customer shall allow DIALOG’s personnel or anyone authorized by DIALOG, unimpeded access to the CPE.

9.2 The Customer shall not:

9.3 The Customer shall not at any time nor allow any of its employees, agents, visitors, contractors, licensees or anyone authorized by it to tamper with, alter, move, relocate, replace, dismantle, modify or repair any CPE provided by DIALOG hereunder, without prior written consent of DIALOG.

9.4 The Customer shall not at any time tamper with, alter, replace, dismantle, modify or repair the CPE or accessories provided by DIALOG hereunder or obliterate any marks thereon or interrupt the power supply to the CPE/accessories.

9.5 In the event of a visible damage or defect of any CPE provided hereunder, the Customer shall as soon as same is discovered inform DIALOG in writing.

9.6 In the event any damage is occasioned to any CPE due to negligence, willful act or any other fault of the Customer, its employees, agents, visitors, licensees, contractors or anyone authorized by the Customer, the Customer shall pay DIALOG costs of repair/replacement of such damaged CPE as would be stipulated by DIALOG.

9.7 In the event of seizure by any authority of the CPE or accessories provided hereunder due to suspicion of illegal use or any other reason, the Customer shall immediately inform of same to DIALOG and indemnify DIALOG for the value of such accessories as would be stipulated by DIALOG.

9.8 The Customer shall pay DIALOG for any loss or damage caused to CPEs due to inadequate lightning or surge protection obtained for Customer’s equipment (not CPEs).

9.9 Providing lightning or surge protection to Customer’s equipment (not CPEs) shall not be an obligation of DIALOG under this agreement and it is expressly understood that DIALOG shall not be liable for any loss or damage caused directly or indirectly to the Customer due to lightning or electrical surge.

9.10 At times of maintenance and repairs the Customer shall ensure that the Customer or a designated officer of the Customer or someone authorized by the Customer be present at the Customer’s premises where the CPE is located

9.11 In the event of incurring of any expense by DIALOG (including but not limited to legal costs) due to breach by the Customer of any term herein, the Customer shall immediately reimburse such sum to DIALOG on notification of same by DIALOG.

9.12 Any approvals required by the Customer - statutory or otherwise, to obtain Services hereunder shall be obtained by the Customer.

9.13 Where the connection provided hereunder is connected to any equipment/system of the Customer, DIALOG shall not be responsible for the maintenance of or functioning of such equipment/system and such maintenance shall be the responsibility of the Customer. DIALOG shall also not be liable for any nonfunctioning of Services due to fault in such equipment/system.

9.14 The Customer contact points shall be as per Clause 12 herein and the Customer shall immediately inform DIALOG in writing of any change in the address/ contact points referred to same.

9.15 All communications/notices hereunder to DIALOG by the Customer shall always immediately be by telephone and shall be confirmed in writing by the Customer by email, within one (01) working day from the time of reporting.

9.16 The Customer shall comply with information security clauses, network access clauses, anti-bribery and anti-corruption clauses, data protection and privacy clauses located at https://www.dialog.lk/legal or at such other location as DIALOG may determine from time-to-time.

9.17 Third Party Equipment:

9.18 The Customer shall not connect any other operators’ links or Session Initiation Protocol (SIP) trunks or any other operator equipment to the PABX/ Third Party Equipment (as applicable) for any reason whatsoever without obtaining prior written approval from DIALOG. For avoidance of doubt, Customer shall only divert traffic generated from DIALOG Network which generated from PABX/ Third Party Equipment (as applicable), irrespective whether the same is owned or maintained by DIALOG.

9.19 The Customer shall continue to provide all forms of security physically and logically, necessary for the protection of the PABX/ Third Party Equipment (as applicable) and its accessories. In the event the Customer fails to provide necessary security referred herein and international traffic or internet call/data of other operators terminated at the PABX/ Third Party Equipment (as applicable) irrespective whether same is intentionally or knowing by the Customer, the Customer shall be liable to pay for all cost, loss, damages incurred by DIALOG including but not limited to the call charges.

9.20 The Customer shall take best possible security measures and shall ensure that the PABX/ Third Party Equipment (as applicable) shall be protected by necessary username and password. In an event of security breach such as unauthorized access, use, modification, disclosure or other misuse of data whether such data is of the Customer or not, the Customer shall indemnify DIALOG of all liability, loss, damage, claims, demands, actions, charges, costs (including legal/attorney fees) and expenses incurred by DIALOG arising out of or in connection with such unauthorized access, use, modification, disclosure or other misuse of data.

9.21 In the event if Customer requests system programme access facility for PABX/ Third Party Equipment (as applicable) directly from the vendor which has not been authorized by DIALOG in writing to the customer, the Customer shall take the total responsibility of any cost, loss or damage caused to DIALOG including but not limited to routing unauthorized voice or data traffic.

10. EXCLUSION OF LIABILITY

10.1 DIALOG shall not be responsible for accuracy of the information transmitted or received by the Customer or his clients using the Service. DIALOG shall not be responsible for any damage or loss arising from such inaccuracy of information if same is due to virus attack or network breakdown caused by an act or omission of the Customer.

10.2 DIALOG does not guarantee the following:

10.3 Except as expressly provided herein DIALOG shall not otherwise be liable to the Customer or any other party claiming through the Customer or on its behalf for any loss or damage that may have been caused by suspension interruption, discontinuance or malfunction in providing the Services.

10.4 DIALOG shall not be liable for

10.5 DIALOG makes no conditions, warranties or representations about, and shall not be liable whatsoever for, the suitability, reliability, usability, security, quality, capacity, performance, availability, timeliness, speed or accuracy of the Services, any other products or services supplied hereunder or networks of third parties. DIALOG expressly disclaims all conditions, warranties and representations, express, implied or statutory, including but not limited to implied conditions or warranties of merchantability, fitness for a particular purpose, durability, title and non-infringement, whether arising by usage of trade or otherwise.

11. TERMINATION

11.1 Either Party may terminate this Agreement with immediate effect if the other Party breaches any of the terms herein contained and not cured within fourteen (14) days of notice of the said breach by the non-defaulting Party to the defaulting Party (unless otherwise provided for herein), unless such time period allowed for curing of the breach is further extended by mutual agreement.

11.2 Either Party may terminate this Agreement with written notice of three (03) months to the other Party.

11.3 DIALOG shall be entitled to terminate this Agreement with immediate effect:

11.4 This Agreement shall be automatically terminated if either Party ceases to operate for any reason.

11.5 Termination of this Agreement shall not prejudice any rights and liabilities of the Parties already accrued at the date of termination.

11.6 Exercise of any right of either Party hereunder shall not prejudice its right to terminate this Agreement or exercise any other right.

11.7 On termination of this Agreement due to any reason whatsoever, DIALOG shall be entitled to immediately repossess all CPE provided hereunder to the Customer. In the event for any reason whatsoever the Customer is unable to return such CPE, or the CPE is unavailable for repossession as aforesaid, the Customer shall immediately pay DIALOG the value of such CPE as stipulated by DIALOG.

11.8 Where a Fixed Voice Rental and / or rentals are applicable and termination of this Agreement or any Service provided under such commitment by the Customer or by DIALOG due to a failure, breach, act or omission of the Customer prior to expiry of the Period of Service / Term herein, the Customer shall pay DIALOG immediately the aggregate total of the Fixed Voice Rental and / or s and other rentals for the balance duration of the Period of Service / Term herein.

11.9 Where a Fixed Voice Rental is not applicable and termination of this Agreement or any Service by the Customer or by DIALOG due to a failure, breach, act or omission of the Customer prior to expiry of the Period of Service, the Customer shall pay DIALOG the total cost of the investment (as per the values to be stipulated by DIALOG) made by DIALOG for provision of Service(s) to the Customer. The total cost of investment shall include but not limited to cost of CPE, wiring etc.

11.10 Termination in relation to Third Party Equipment: Subject to Clause 11.10.1 herein, on termination of this Agreement, where Third Party Equipment has been fully or partially subsidized by DIALOG, the ownership of such Third-Party Equipment stated in Schedule 1 of the Agreement shall be transferred to the Customer subject to the following:

12. NOTICE

12.1 Any notice required to be given hereunder shall be deemed sufficiently and duly given only if sent by email (valid only where receipt is acknowledged by the other Party), registered post, hand delivery with due acknowledgement, courier or fax to the respective parties to the addresses mentioned below or to such other address written notice of which has been given, addressed to the following officers:

To DIALOG: Senior General Manager – Dialog Enterprise,
Dialog Broadband Networks (Pvt) Ltd.,
No. 475, Union Place, Colombo 2.
Tel:(011) 7102750
E-mail Address -
With copy to the relevant Account Manager coordinating Services hereunder, at the above address:

To the Customer: Address, E- mail and telephone number as stated in Section A of this Agreement.

13. ASSIGNMENT

13.1 The Customer shall not assign all or any part of this Agreement to any other Party without prior written approval of DIALOG.

13.2 The Dialog shall not assign all or any part of this Agreement to any other Party without prior written approval of Customer.

14. WAIVER

14.1 No delay, neglect or forbearance on the part of either party in enforcing against the other party any Term or Condition of this Agreement and no grant of any extension of time by either party (whether with or without consideration thereof) shall be deemed to be a waiver of or in any way prejudice any right of either party under this Agreement against the other party. No waiver of any term or condition hereof by either party shall be deemed to be a subsequent waiver of the same term/condition or waiver of any other term or condition.

15. FORCE MAJEURE

15.1 No party hereto shall be deemed to be in default of any provisions hereof for any delay, failure in performance or interruption of services resulting directly or indirectly from an act of God or military authority, acts of public enemy, civil disturbance, acts of war - whether declared or not, accident, act of Government or imposition of a rule/regulation by the Government, fire, explosion, earthquake, pandemic, epidemic, flood or any other natural disaster or any other event beyond the reasonable control of any party (hereinafter referred to as “Force Majeure Events”), provided the party facing such Force Majeure Event shall within Twenty Four (24) hours issue a notice in writing to the other party (a “Force Majeure Notice”) detailing the occurrence of such Force Majeure Event and its anticipated effect upon the performance of the Agreement. As appropriate the Force Majeure Notice shall also state any extension of time that is required by such Party and the details of any alternative method sought by such party to fulfill its contractual obligations under the Agreement and additional cost, if any, involved in such alternate method.

15.2 The party receiving the Force Majeure Notice at its sole discretion, may agree with such extension of time, alternate method or agree to additional cost sought by the party sending such Notice. If such agreement is reached by the parties, it will amount to a modification or amendment to the Agreement under Clause 17.1 hereof.

15.3 If the Force Majeure Event shall prevail for more than three (03) months, the party receiving such Force Majeure Notice may immediately after the said three months’ period, terminate this Agreement by giving the other party notice in writing, notwithstanding any agreement reached by the parties under Clause 15.1 above. Neither party shall be liable to pay the other any damages upon such termination.

16. SEVERABILITY

16.1 In the event any provision of this Agreement including those relating to any limitations of liability or limitation on warranties is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

17. ENTIRE AGREEMENT

17.1 This Agreement constitutes the complete agreement between the parties hereto and supersedes all prior or contemporaneous agreements or understandings or representations written or oral concerning the subject matter of this Agreement. This Agreement may not be amended except in writing signed by duly authorized representatives of each Party. No other act, document, usage or custom shall be deemed to amend or modify this Agreement. All headings herein are for the ease of reference only and shall in no way affect the interpretation of any provision herein.

18. WARRANTY OF AUTHORITY

18.1 The parties hereto represent and warrant to each other that their authorized signatories are entitled to sign on their behalf and the rights and obligations of each of the parties hereto shall be legally valid and binding and enforceable on them.

19. GOVERNING LAW

19.1 This Agreement shall be governed and construed in accordance with the applicable regulations & laws of Sri Lanka.

20. SETTLEMENT OF DISPUTES

20.1 If any dispute or difference whatsoever arises between the parties concerning matters relating to this Agreement or any provision thereof, the parties herein shall use their best endeavours to resolve the dispute or difference amicably.

20.2 Failing amicable resolution, such dispute or difference shall then be referred to arbitration for finality by a sole Arbitrator or in the event the Parties hereto cannot agree to the appointment of a sole Arbitrator by a panel of three Arbitrators at Colombo, as per the Arbitration Act No. 11 of 1995 of Sri Lanka.

21. MISCELLANEOUS

21.1 Technical assistance shall be rendered to the Customer by DIALOG through a twenty four seven technical hotline as set out in Section A hereto.

21.2 A dedicated account manager shall be appointed by DIALOG in order to assist the Customer, details of which are set out in Section E hereto.

21.3 DIALOG shall assure a service level of 99.5% in relation to connectivity.