LICENCE TO OPERATE AND PROVIDE FIXED ACCESS SERVICES FOR
THE UNEXPIRED DURATION OF EXISTING CELLULAR MOBILE
LICENCE IN THE REPUBLIC OF GHANA
GRANTED BY THE AUTHORITY
UNDER SECTION 3(C) OF THE NATIONAL COMMUNICATIONS
AUTHORITY ACT, 2008, ACT 769
TO
[LICENSEE]
Contents
PART I ........................................................................................................................................................... 4
ARTICLE 1
THE LICENCE .................................................................................................................... 4
ARTICLE 2
DEFINITIONS AND INTERPRETATION ...................................................................... 4
ARTICLE 3 SCOPE ................................................................................................................................... 7
ARTICLE 4
GENERAL CONDITIONS FOR THE GRANT OF THIS LICENCE........................... 7
ARTICLE 5 DURATION AND RENEWAL OF LICENCE .................................................................. 8
ARTICLE 6 ASSIGNMENT AND TRANSFER OF LICENCE ........................................................... 9
ARTICLE 7 SUSPENSION, TERMINATION AND AMENDMENT OF THE LICENCE ............... 9
PART II
-
CONDITIONS OF LICENCE ........................................................................................... 9
ARTICLE 1 PAYMENT OF FEES .......................................................................................................... 9
ARTICLE 2
GEOGRAPHIC COVERAGE ......................................................................................... 10
ARTICLE 3 REQUIREMENT TO FURNISH INFORMATION TO THE AUTHORITY ................ 10
ARTICLE 4 EMERGENCY SITUATIONS .......................................................................................... 11
ARTICLE 5 APPROVAL OF INTERCONNECT CHARGES ............................................................. 11
ARTICLE 6 PROHIBITION ON UNDUE PREFERENCE AND UNDUE DISCRIMINATION ...... 12
ARTICLE 7 PROHIBITION OF ANTI-COMPETITIVE CONDUCT ................................................ 13
ARTICLE 8 PROHIBITION OF CROSS-SUBSIDIES ........................................................................ 15
ARTICLE 9 SEPARATE ACCOUNTS FOR ALL SERVICES ............................................................ 16
ARTICLE 10
CODE OF PRACTICE ON THE CONFIDENTIALITY OF CUSTOMER
INFORMATION ......................................................................................................................................... 18
ARTICLE 11 ARBITRATION OF DISPUTES WITH CUSTOMERS ................................................ 18
ARTICLE 12 PRE-NOTIFICATION OF CHANGES IN SHAREHOLDING ................................... 19
TECHNICAL CONDITIONS.................................................................................................................... 21
2
ARTICLE 13 INTERCONNECTION ARRANGEMENTS ................................................................... 21
ARTICLE 14 SERVICE PROVIDERS ................................................................................................... 21
ARTICLE 15
SUBCONTRACTING .................................................................................................... 22
ARTICLE 16 EXPANSION OF NETWORK CAPACITY ................................................................... 22
ARTICLE 17
TECHNICAL STANDARDS AND SPECIFICATIONS ............................................. 23
ARTICLE 18 FREQUENCY ASSIGNMENTS ...................................................................................... 24
ARTICLE 19 PERFORMANCE SPECIFICATIONS ........................................................................... 24
ARTICLE 20 MODIFICATION, RESTRICTION AND CLOSEDOWN ............................................ 24
ARTICLE 21 NUMBERING PLAN ......................................................................................................... 25
ARTICLE 22 BILLING AND METERING ARRANGEMENTS ........................................................ 26
ARTICLE 23 SERVICE AGREEMENT ................................................................................................ 27
ARTICLE 24
FORCE MAJEURE AND SERVICE INTERRUPTIONS .......................................... 28
ARTICLE 25
QUALITY OF SERVICE DELIVERY ......................................................................... 29
ARTICLE 26
CONTINUATION OF EXISTING OBLIGATIONS ................................................... 30
ARTICLE 27
REVOCATION ................................................................................................................ 30
ARTICLE 28
LIMITATION OF LIABILITIES .................................................................................. 31
ARTICLE29 NOTICES .......................................................................................................................... 32
ANNEX A .................................................................................................................................................... 35
ANNEX B ..................................................................................................................................................... 37
3
PART I
ARTICLE 1
THE LICENCE
THE NATIONAL COMMUNICATIONS AUTHORITY (“THE AUTHORITY”) in accordance with
the National Communications Authority Act, 2008, Act 769 hereby grants this Licence to
[LICENSEE], to operate and provide a FIXED ACCESS SERVICES FOR the UNEXPIRED
DURATION OF EXISTING CELLULAR MOBILE LICENCE IN THE REPUBLIC OF GHANA.
This Licence shall be known as the Fixed Access Service Licence
ARTICLE 2
DEFINITIONS AND INTERPRETATION
2.1 In this Licence unless the context otherwise requires, the expressions shall have the following
meanings:
“Act”
The National Communications Authority Act, 2008, Act 769
together with all amendments thereto.
“Affiliate”
As used with respect to any person, any other person directly or
indirectly controlling, controlled by, or under common control
with, that person.
For the purposes of this definition,
“Control”(including, with correlative “controlling”, “controlled
by” and ”under common control with”), as applied to any
person, means possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of
that person;
“Agent/Contractor/Service
Provider”
Any entity that provides service for or on behalf of the Licensee
“Authority”
National Communications Authority established under the
National Communications Authority Act, 2008, Act 769;
“Unified Access Service ”
A regime that allows the use of any access technology of choice
4
“Data Service”
for voice and non-voice services.
A telecommunications service that transmits data
“ECA Act”
The Electronic Communications Act, 2008, Act 775.
“Effective Date”
The date, below-inscribed, on which this Licence is granted;
“Emergency Organization”
Ghana Police Service, Ghana National Fire Service, National
Disaster Management Organization and any other designated by
the Government of Ghana
“Financial Statement”
An accounting statement the purposes of which are to set out
and fairly present the costs (including capital costs), revenue and
financial position of the Licensee’s services including a
reasonable assessment of the assets employed in and liabilities
attributable to those services. The level of desegregation as
between services specified in, and in relation to the financial
information contained in the Statement shall be of such level as
The Authority may require from time to time, after consultation
with the Licensee.
“Force Majeure”
includes any of the following circumstances:
(a)
acts of God, riot or civil commotion;
(b)
strikes, lock-outs and other industrial disturbances;
(c)
wars, blockades or insurrection;
(d)
earthquake, hurricane, flood, fire or explosions;
(e)
outbreak of pestilence or epidemics;
(f)
government rationing of electricity or other wartime or
emergency controls imposed by government; and
(g)
embargoes or trade restrictions;
(h)
outbreak of pestilence or epidemics
“GIFEC”
Ghana Investment Fund for Electronic Communication
“Net Revenue”
Gross Revenue less Value Added Tax (VAT), National Health
Insurance Levy (NHIL),Communication Service Tax (CST) and
Interconnection Charges
5
“ITU”
International Telecommunications Union;
“ITU-R”
International Telecommunications Union Radio communications
Sector;
“The Licence”
This document, an authority to operate and provide a Fixed
access services for the un-expired duration of existing cellular
mobile licence in the Republic of Ghana.
,
‘‘License Area’’
The territory of the Republic of Ghana;
“Licensed Network”
A public telecommunications network that
telecommunication services as defined by the ITU;
“Licensed Service”
A telecommunication services including but not limited in
general to voice, data, video and other multimedia service
provided through a Licensed Operator utilizing (Cellular
Communication System, a Fixed Wireless Access
Telecommunications
System,
Fixed
Wireline
Telecommunications System or a combination of any of these
systems comprising Radio, Cable or Satellite or any combination
of these technologies in the designated Licensed Area.
“Licensee”
means [LICENSEE]
“Policy”
means the National Telecommunications Policy, 2005;
“Regulations”
means National Electronic Communications Regulations, 2011
(L.I. 1991) and any amendments thereto;
“ Renewal Fees”
means a fee payable by the Licensee on the renewal of this
Licence;
“Telecommunications”
The provision of a service for telecommunications through a
telecommunications system for the transmission or routing of
signals or a combination of these functions.
“Telecommunications
Equipment”
Any equipment or apparatus for the purpose of or intended to be
used for telecommunications as part of or comprising a
telecommunications system.
“Terminal Equipment”
Any equipment designed to be connected directly or indirectly to
a network termination point for the transmission, processing or
reception of data.
provides
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“User”
A user of a Telecommunications Network or a
Telecommunications service and includes a user that is an
Operator of a Telecommunications Network and a user that is a
provider of a Telecommunications Service and interconnection
partners.
“Video Service”
A telecommunications service that transmits and/or convey
audio-visual (video) information/contents
“Voice Service”
A telecommunications service that transmits and/or convey
audio (voice) information/contents
2.2 Words importing the singular shall include the plural.
ARTICLE 3 SCOPE
3.1 The Licensee is hereby authorized to establish and operate a nationwide fixed network.
3.2 The Licensee shall be able to provide voice, data, video and other multimedia services using
cable and/or fibre as the access technology.
3.3 The Licensee is also authorized by this Licence to provide other telecommunications services
including the provision of value added services defined and approved by the Authority.
3.4 This Licence is granted to provide service on a non-exclusive basis; other applicants can also be
granted Licence for the same service in the same Licence Area.
ARTICLE 4
GENERAL CONDITIONS FOR THE GRANT OF THIS
LICENCE
4.1 The grant of this Licence and the exercise of the Licensee’s rights in connection are subject to the
following conditions and any variations thereof, in the following order of precedence
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4.2 The Licensee shall obtain all necessary licenses and permits including building and other nontelecommunication permits required to build, implement, modify and remove installations and
buildings in accordance with applicable laws and regulations in Ghana.
4.3 The licensee shall observe and abide by the guidelines for the deployment of communications
towers, co-location, infrastructure sharing, right of ways, and green technology principles.
4.4 The licensee shall launch and commence operations within six (6) months of the Effective Date of
the License,
ARTICLE 5 DURATION AND RENEWAL OF LICENCE
5.1 This Fixed Access Service License shall cover the unexpired term of the duration of the Cellular
Mobile Licence.
5.2 Upon the expiry of both Fixed Access and Cellular Mobile licences, the Authority shall renew and
substitute these Licenses with a Unified Access Service License Where the Licensee does not
wish to renew any of the granted Licences, it shall notify the Authority not later than one (1) year
prior to the expiry date(s).
5.3 The Authority may, in consultation with the Licensee, and in accordance with the Act,
Regulations and any existing statutory laws and regulations vary the terms of this Licence on
Unified Access Service Licence Terms.
5.4 Substitution of this License to a Fixed Access Service Licence shall not take effect until the
Licensee has paid all Licence Fees, Annual Regulatory Fees, and any other fees including fines
owed under the individual Licence(s).
5.5.1 The Licensee materially failed to operate within the terms of this Interim Fixed Licence;
5.5.2 The Licensee materially failed to pay fees, levies, sanctions, etc. imposed by the
Authority
5.5.3 The Licensee breached any of the conditions in Article 4 above;
8
5.5.4 The Licensee failed to comply materially with any of the provisions of the Act, EC Act,
Regulations and any other applicable statutory laws and regulations;
5.5.5 The Licensee failed to comply materially with any lawful direction of the Authority; or
5.5.6 The Authority determines that it is not in the public interest to renew the Licence and has
given notice of not less than six (6) months to that effect to the Licensee.
ARTICLE 6 ASSIGNMENT AND TRANSFER OF LICENCE
The Licensee shall comply with the provisions of the Act, the EC Act and the Regulations with respect
to assignment, sale, transfer, charge or other disposition of a significant interest in the Licence.
ARTICLE 7
7.1
SUSPENSION, TERMINATION AND AMENDMENT OF THE
LICENCE
This Licence is subject to suspension, termination and amendment in accordance with the
provisions of the Act, the EC Act, and the Regulations.
7.2
Except as provided in the Act, the EC Act, or any similar legislation, in the case of a
termination of this Licence pursuant to this Article 7, no compensation shall be paid to the
Licensee by the NCA
PART II
-
CONDITIONS OF LICENCE
ARTICLE 1 PAYMENT OF FEES
1.1 In consideration of granting this License, the Licensee shall pay to the Authority in full and
without any deductions whatsoever a licence fee of Six Hundred Thousand cedis for each year of the
duration of the License.
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1.2 The Licensee shall pay a Regulatory fee of one percent (1%) of its Annual Net Revenue. The said
regulatory fee shall be payable quarterly and by the last business day of the month succeeding the
quarter for which payment is being made.
1.3 The Licensee shall pay to the Ghana Investment Fund for Electronic Communication (GIFEC),
one percent (1%) of its Annual Net Revenues.
1.4 The amount payable to GIFEC shall be due and payable on the 31st March of every year.
1.5 The Licensee shall pay other applicable fees or charges or taxes.
ARTICLE 2
GEOGRAPHIC COVERAGE
The Licensee shall ensure that access services are provided throughout Ghana in accordance with the
National Broadband Policy targets.
ARTICLE 3 REQUIREMENT TO FURNISH INFORMATION TO THE
AUTHORITY
3.1 The Licensee shall permit The Authority to inspect and if required to make copies of records,
documents and accounts relating to the Licensee’s business for the purpose of enabling the
Authority to perform its functions under the Act, the EC Act and the Conditions of this
Licence.
3.2 Without prejudice to any other provision of this Licence, the Licensee shall furnish or procure
to be furnished to the Authority, in such manner and at such times as The Authority may
request, such information in the form of documents, accounts, estimates, returns and without
prejudice to the generality of the foregoing, such other information as The Authority may
reasonably require for the purposes of:
3.2.1 exercising the functions assigned to it by or under the Act and EC Act;
3.2.2 verifying that the Licensee is complying with the Licence Conditions; and
10
3.2.3 keeping statistical records.
3.2.4 In making any such request The Authority shall ensure that no undue burden is imposed
on the Licensee in procuring and furnishing such information and, in particular, that
the Licensee is not required to procure or furnish a report which would not normally be
available to it unless The Authority considers the particular report essential for the
purposes specified in Article 3.2.
4
Without prejudice to the generality of Article 3.2 and notwithstanding the provisions of Article
3.3, the Licensee shall furnish to The Authority within 6 (six) months of its financial year end a
Financial Statement clearly separating the account of all services. If the Authority so requests,
there will be appended to the Statement a report from the Licensee’s Auditor stating whether in
his opinion the methods of allocation of costs, assets and liabilities are reasonable and whether
the Financial Statement has been properly prepared applying those methods.
5
From time to time, The Authority may require specific details to be included in the Licensee’s
Financial Statement for the purposes specified in Article 3.2 and the Licensee shall promptly
comply with such requirements.
6
In this Article, “documents” includes, without prejudice to the generality thereof, drawings,
designs, plans, and/or standards/ specifications.
ARTICLE 4 EMERGENCY SITUATIONS
The Licensee shall provide at its own cost and by means of its transport links facilities that would
enable national and international telephony service, in the event of an emergency
ARTICLE 5 APPROVAL OF INTERCONNECT CHARGES
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5.1 No later than thirty (30) days prior to commencement of the Licensed Services, the Licensee shall
submit to the Authority the interconnect charges which set forth the Services and the Rates applicable
thereto. No less than seven (7) days prior to commencing the operation of Services, the Licensee shall
submit the proposed schedule of Services and applicable Rates to the Authority for filing.
5.2 If any changes are to be made to the Licensee’s applicable Rates, the Licensee shall notify the
Authority and within five (5) days publish the changes in two domestic newspapers of national
circulation, website of the Licensee and any other media the Authority will determine from time to
time, before it becomes effective.
5.3 As part of the financial report required by Article 3.4 the Licensee shall report its current Rates to
the Authority in a standardised format provided by the Authority. In making this report, it shall not
be sufficient for the Licensee to attach a copy of its tariff; Licensee must use the standardised form
established by the Authority.
5.4 The charges made by the Licensee to any user for the provision of the Licensed Services for which
Licensee has been classified as dominant shall be set by the Licensee in accordance with the price
control mechanism as the Authority shall establish.
ARTICLE 6 PROHIBITION ON UNDUE PREFERENCE AND UNDUE
DISCRIMINATION
6.1 The Licensee shall not (whether in respect of charges, application of discount schemes, or
other terms or conditions applied or otherwise) show undue preference to or exercise undue
discrimination against any particular person or persons of any class or description in respect
of:
12
6.1.1 the provision of a service under this Licence; or
6.1.2 the connection of any equipment approved by The Authority.
6.2 The Licensee shall be deemed to have shown such undue preference or to have exercised such
undue discrimination if inter alia it unfairly favours to a material extent a business carried on
by it or by its lawful telecommunications associates in relation to any of the matters mentioned
in Article 8.1 so as to place at a significant competitive disadvantage persons competing with
that business.
6.3 Notwithstanding the provisions of Article 6.1, the Licensee may provide the Service to a User
on charges, terms and conditions that are preferential if the charge in question is in accordance
with a tariff plan and terms and conditions that have been approved by The Authority as
required hereunder.
6.4 The sharing of infrastructure and facilities with other similarly licensed persons and the terms
and conditions thereof shall be subject to the provisions of The Guidelines for the Deployment
of Communication Towers and any other guidelines as may be issued by the Authority from
time to time.
6.5 Any question relating to whether any act done or course of conduct pursued by the Licensee
amounts to such undue preference or such undue discrimination shall be determined by The
Authority, but nothing done in any manner by the Licensee shall be regarded as undue
preference or undue discrimination if and to the extent that the Licensee is required to do that
thing in that manner by or under any provision of this Licence.
ARTICLE 7 PROHIBITION OF ANTI-COMPETITIVE CONDUCT
7.1 The Licensee shall not engage in any conduct which in the opinion of the Authority has the
purpose or effect of preventing or substantially lessening, restricting or distorting competition in
the operation of the Service or in any market for the provision or acquisition of telecommunication
installation, network, service or apparatus.
13
7.2 The conduct which the Authority may consider as the relevant purpose or effect referred to in
Article 7.1 includes but is not limited to:
7.2.1 Collusive agreements to fix the price of any apparatus or service
7.2.2 Boycotting the supply of goods or services to competitors;
7.2.3 Predatory pricing;
7.2.4 Entering into exclusive arrangements which prevent competitors from having access to
supplies;
7.2.5 Agreements between Licensees to share the available market between them along
geographic or customer lines;
7.2.6 Agreements limiting production, markets, distribution of equipment or technical
development to the prejudice of consumers;
7.2.7 Applying dissimilar conditions to equivalent transactions with different parties, thereby
placing one or some of the parties at a competitive disadvantage.
7.3 In particular but without limiting the generality of the conduct referred to in Article 7.1, the
Licensee shall not:
7.3.1
Enter into any agreement, arrangement, or understanding, whether legally enforceable
or not, which has or is likely to have the effect of preventing or substantially lessening
competition in any market for the provision or acquisition of any telecommunication
installations, services or apparatus;
7.3.2 Give an undue preference to, or receive an unfair advantage from a business carried on
by it or by an associated or affiliated company, service or person, if in the opinion of
The Authority, competitors would be placed at a significant competitive disadvantage
or competition would be prevented or substantially lessened within the meaning of
Article 7.1.
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7.4 In the event of default by the Licensee in regard to any of the provisions of this Article, The
Authority shall, subject to specific prevailing legislation and/or regulations, take such steps as
it deems necessary to remedy the situation including but not limited to issuance of directives to
the Licensee and application of sanctions and/or fines against the Licensee.
ARTICLE 8 PROHIBITION OF CROSS-SUBSIDIES
8.1 The Licensee shall ensure that its business under this Licence is not unfairly cross-subsidized
from any other source, except in cases where the Licensee is under an obligation to provide
service at a place in an area in which the demand or the prospective demand for the service is not
sufficient, having regard to the revenue likely to be earned from the provision of the service in the
area, to meet all the costs reasonably to be incurred by the Licensee in providing the service there,
including;
8.1.1 The cost of equipment necessary for the provision of the service there;
8.1.2
The cost of installing, maintaining and operating such equipment for the purpose of
providing service there, and
8.1.3 The cost of the trained manpower necessary to provide the service there; in which case
prior approval shall be obtained from The Authority.
8.2 Where it appears to the Authority that the Licensee’s business is unfairly cross-subsidized from
any other source whatsoever, it shall take such steps as the Authority shall deem necessary to
remedy the situation.
8.3 For the purposes of determining cross-subsidy, the Licensee shall record at full cost in its
accounting records any material transfer between it and any other member of the Licensee’s
Group or any other source whatsoever. For the purposes of this Article:
15
8.3.1 A transfer from one business to another business or company takes place when anything
(including any service or money) produced or acquired by, normally used in, or otherwise
at the disposal of, the first mentioned business is made available for the purposes of the
other business or company; and
8.3.2 “Full cost” in the case of money transferred includes the market rate of interest for that
money.
ARTICLE 9 SEPARATE ACCOUNTS FOR ALL SERVICES
9.1 This Article applies for the purpose of ensuring that a Licensee establishes as soon as
reasonably practicable, not later than 12 months from the Effective Date, accounting and reporting
arrangements sufficient to enable the Licensee’s finances in relation to a service provided
pursuant to this Licence to be assessed and reported separately from its other services and from
the other commercial activities of the Licensee.
9.2 The Licensee shall:
9.2.1 maintain accounting records in such a form that the activities of one commercial
service and another and/or other commercial activities are separately identifiable or
separately attributable in the books of the Licensee, being records sufficient to show
and explain the transactions of each of those businesses;
prepare in respect of each complete financial year of the Licensee, or of such lesser periods as
The Authority may specify, accounting statements setting out costs (including capital costs),
revenue and financial position of each of the businesses and including a reasonable assessment
of the assets employed in and liabilities attributable to each of them and showing separately, in
the case of yearly accounting statements, the amount of any material item of revenue, cost,
asset or liability which has been eithercharged from or allocated to any other business of the
Licensee together with a description of the basis of the value on which the charge or allocation
was made; or
9.2.2 determined by apportionment or attribution from an activity common to the businesses
and if not otherwise disclosed the basis of the apportionment or attribution.
16
9.2.3 procure in respect of each of those accounting statements prepared in respect of a
complete financial year of the Licensee a report by the Licensee’s Auditor stating
whether in his opinion that statement is adequate for the purposes of this Article; and
9.2.4 deliver to The Authority a copy of each of the accounting statements and of the reports
relating thereto required under Article 3.2.2 and above as soon as reasonably
practicable and in any event not later than six (6) months after the end of the period to
which they relate.
9.3 Accounting statements prepared under Article 9.2.2 in respect of each financial year shall so far as
reasonably practicable, be prepared in the formats and in accordance with the accounting principles
and rules which apply to the annual accounts of the Licensee and shall state the accounting policies
used.
9.4 The Licensee shall establish and maintain adequate records to permit the effective supervision
and enforcement of the terms of this license by the Authority. By March 1st of each year, the
Licensee shall submit to the Authority a financial statement together with requisite documents
showing the Licensee’s Net Revenues, including the balance sheet of Licensee as at the end of the
Licensee’s fiscal year preceding the said March 1st. The Licensee shall in addition submit to the
Authority all its related statements of operations, equity and cash flows. The statements and
documents shall in each case be accompanied by a report thereon prepared by independent
accountants stating that such financial statements fairly represent the financial position of the
Licensee at the dates indicated therein and were prepared in accordance with accounting
principles generally acceptable internationally.
9.5 In addition to the foregoing, the Authority may request the Licensee to submit other periodic
reports, financial statements, statistics and other data regarding the Licensee’s operations and
activities. The Authority may publish such information with the exception of confidential
information, privileged information and trade secrets. The Authority shall have the right to inspect
or to instruct an auditor or other personnel to (at the expense of the Licensee) review the files,
records and other data of the Licensee with a view to monitoring and enforcing the terms of this
licence effectively. In giving such instructions however the Authority shall be mindful of the
17
attendant costs which must be fair and reasonable and must not present an undue burden on the
Licensee.
ARTICLE 10
CODE OF PRACTICE ON THE CONFIDENTIALITY OF
CUSTOMER INFORMATION
10.1 The Licensee shall take all reasonable steps to ensure that its employees observe the
provisions of a Code of Practice which:
10.1.1
Specifies the persons to whom they may not disclose information which has been
acquired in the course of the Licensee’s business about a customer of the Licensee or that
customers’ business without the prior consent of that customer;
10.1.2
Regulates the information about any such customer or his business that may be
disclosed without his consent.
10.2 The Licensee shall within three months of the Effective Date submit a draft of the code of
practice to the Authority for its approval. In the event of a disagreement between the Licensee and
The Authority on the contents of the code of practice or any portion thereof, the Authority’s ruling
shall prevail.
10.3 This condition is without prejudice to the general duties at law of the Licensee towards its
customers.
ARTICLE 11 DISPUTE RESOLUTION
The Licensee shall include in the standard terms and conditions on which it provides Services,
provisions giving persons who have entered into contracts with it for the provision of Services the
opportunity to refer to an alternative dispute resolution mechanism, instead of to a court of law, any
18
dispute relating to the provision of these services which does not involve a complicated issue of law.
The alternative dispute resolution mechanism may be subject to consultation with the Authority.
ARTICLE 12 PRE-NOTIFICATION OF CHANGES IN SHAREHOLDING
12.1 The Licensee shall notify the Authority of changes in shareholding and ownership structure
at all times
12.2 The Licensee shall notify and obtain the prior written approval of the Authority in respect of
any change in the control of any of the shares in the Licensee to which this Article applies and any
such notification shall be given as soon as practicable prior to the proposed change in structure.
12.3 The Licensee shall not be obliged to notify and/or obtain the prior approval of the Article in
respect of any such change where the number of such shares the control of which it is proposed to
change when aggregated to the number of such shares the control of which has been changed at
any time after the granting of this licence (whether or not the change has previously been notified
to the Authority in accordance with this Article) does not exceed 10% of the total number of
shares in the Licensee to which this Article applies and provided that these shares are owned by
another Ghanaian.
12.4 In particular, the Licensee shall notify The Authority not later than 30 days before the taking
effect of any of the arrangements of the description mentioned in Article 14.4
12.5 Those descriptions of arrangements are:
12.5.1 Any arrangement for obtaining a listing of any shares in the Licensee on any Stock
Exchange in any part of the world provided that such listing shall not have the effect of
vesting greater than 50% (fifty per centum) of the issued voting share capital of the Licensee
in a manufacturer or supplier of telecommunications equipment; and
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12.5,2 Any arrangement for dealing in any shares in the Licensee on an unlisted market in
Ghana.
12.5.3 This Article applies to all shares in the Licensee the holder of which for the time being is
entitled to vote on any matter at a general meeting of the Licensee.
12.6 Not later than March 1st of each year, the Licensee shall deliver to the Authority a report on
the current ownership of the Licensee. The report shall contain the following information:
12.6.1 in the case of an individual owner, the name of that individual;
12.6.2 in the case of a partnership as owner, the name of each partner and the interest of each
partner;
12.6.3
in the case of a company or other organization as owner, the name, residence,
citizenship, and stockholding of every officer, director, trustee, executor, administrator,
receiver and member of the organization, and of any stockholder holding stock amounting to
five (5) per cent or more of the votes of the company.
12.7 If in the Authority’s opinion, any change in the Licensee’s shareholding structure, (whether
or not notified to the Authority pursuant to this Authority), creates or has the potential of creating
a monopoly or cross-ownership situation, The Authority shall, subject to specific prevailing
legislation and/or regulations, take such steps as it deems necessary to prevent the situation
including but not limited to issuance of directives to the Licensee and application of sanctions
and/or fines against the Licensee in the event of default.
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TECHNICAL CONDITIONS
ARTICLE 13 INTERCONNECTION ARRANGEMENTS
13.1 The licensee is required to provide interconnection point of presence where the licensed networks
will interconnect with its facilities for the provision of national and international telecommunication
services.
13.2 The Licensee shall comply with the Act, EC Act and Regulations with respect to the offering of
interconnection on a cost-oriented basis and any future determination by the Authority
13.3 The Licensee shall permit other operators and service providers to have equal access to operator
services, directory assistance and directory listing without unreasonable delay, for a reasonable fee, in
accordance with the requirements specified by the Authority.
13.4The Licensee shall provide dialling parity, signalling and traffic channels to other operators and
service providers in accordance with requirements specified by the Authority.
ARTICLE 14 SERVICE PROVIDERS
14.1 Subject to the approval of the Authority, the rights under this Licence may be exercised
partially through agents, contractors or Service Providers. The Licensee shall have full discretion
to determine and implement the appropriate means of marketing and distribution of its services
inclusive of the appointment and termination thereof of agents and Service Providers. The
Licensee shall be responsible for their acts and omissions in respect thereof and in consequence
whereof:
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14.1.1 The Licensee shall stipulate adequate provisions in its contracts with its agents, contractors
and Service Providers to ensure that their exercise of any of the rights of the Licensee does not
contravene any of the conditions of this Licence;
14.1.2 Should an agent, contractor or service provider of the Licensee commit any act or omission
in contravention of an Article of this Licence, the Licensee shall upon becoming aware thereof act
as expeditiously as is reasonably possible to remedy such contravention and the Licensee shall be
afforded reasonable time for such purposes; and
14.1.3 The Authority shall upon becoming aware of any contravention of Licence conditions by
agents, contractors or service providers of the Licensee or any complaints lodged with the
Authority in relation thereto forthwith in writing notify the Licensee accordingly.
ARTICLE 15
SUBCONTRACTING
15.1 The Licensee shall not be limited in the use of sub-contractors for the installation, maintenance
and operation of its licensed network or licensed service.
15.2 Any subcontract shall provide that the subcontractor agree to comply with the terms and
conditions of this Licence, the Regulations, the EC Act and any future telecommunications laws,
regulations and directives that the authority may enact..
15.3 Use of a subcontractor shall not relieve the Licensee of any of its obligations under this Licence.
ARTICLE 16 EXPANSION OF NETWORK CAPACITY
The Licensee shall implement and provide adequate network switch capacity and interconnect trunks
for seamless telecommunication services. The Authority shall provide network expansion capacity
guidelines and requirement from time to time.
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ARTICLE 17
TECHNICAL STANDARDS AND SPECIFICATIONS
17.1 The Licensee shall ensure that its network equipment is submitted to the Authority within six (6)
months from the Effective Date of this Licence for approval.
17.2 The Licensee’s Network equipment, apparatus and facilities shall throughout the term of this
Licence conform to the internationally accepted standards adopted by the Authority.
The
Licensee’s Network equipment, apparatus and facilities shall conform to the local standards
recommended and gazetted by the Ghana Standards Authority (GSA) and accepted by the
Authority.
Additionally, the Licensee shall abide at least by the
following technical
specifications;
17.2.1 The Licensee shall introduce measures and at all times use its resources to ensure that the
equipment and apparatus in the Licensed Network including the terminal equipment operated by
the Licensee comply with requirements of electro-magnetic compatibility and network interfaces,
prescribed in accordance with international specifications and the Authority’s standards.
17.2.3 The Radio Equipment installed by the Licensee shall be operated in accordance with the
Authority’s co-ordination guidelines on prevention of interference with other equipment deployed
on adjacent frequency bands, a copy of which shall be made available to the Licensee.
17.3 The Licensee shall allow a person so authorized by the Authority to have access to and
inspect the Licensee’s equipment at all times to ensure that the equipment is being used in
accordance with the terms of this License, the Regulations, the Act, the EC Act and any other
applicable statutory laws and regulations.
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17.4 Subject to the Authority’s periodic directives, the Licensee shall at all times fully comply with
the recommendations of the ITU and its associated organizations as applicable to this country from
time to time.
ARTICLE 18 FREQUENCY ASSIGNMENTS
18.1 This license does not come with any frequency assignment. However the licensee is authorized
by this Licence to construct, maintain and operate separate and approved transmission networks that
include but not limited to microwave, satellite, fibre optic or any combination of them for the purpose
of providing point to point or point to multipoint telecommunications services.
ARTICLE 19 PERFORMANCE SPECIFICATIONS
19.1 Subject to Article 18, the Licensee shall not intentionally interrupt operation of the network
or any portion thereof in the normal course of business and shall not suspend any aspect of the
provision of the Service without notifying the Authority in writing and giving reasonable notice to
the Users.
19.2 The requirements of Article 19.1 shall not apply if the interruption or suspension is due to an
emergency or to Force Majeure or to other circumstances, in the Authority’s opinion, beyond the
Licensee’s control.
ARTICLE 20 MODIFICATION, RESTRICTION AND CLOSEDOWN
20.1 The Authority may require all of the Licensee’s network equipment or any part thereof to be
modified or restricted in use, or temporarily or permanently shut down if:
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20.1.1 the use of the Equipment is or may be causing or contributing to undue interference in the
use of other authorized Radio Equipment.
20.1.2 a State of Emergency has been declared in the country or a part thereof .
20.1.3 this Licence is revoked.
ARTICLE 21 NUMBERING PLAN
21.1 This licence does not come with numbers or block of numbers. The licensee shall only be
allocated numbers for the licensed services upon request and at a fee. In granting a number block,
the Licensee shall conform to the numbering plan approved by the Authority and any directions
given by the Authority in respect of the numbering plan and to facilitate the portability of
telephone numbers between Licensees.
21.2 The Authority shall:
21.2.1 at the request of the Licensee to provide value added services that include the use of
number blocks, assign number blocks to the Licensee subject to the terms and conditions in this
section contained;
21.2.2 subject to Article 23.2.1 of this Part, be responsible for administering, amending, revising
and coordinating the national numbering plan in accordance with the requirements of international
telecommunication regulations and recommendations from the International Telecommunications
Union and other international entities and in accordance with the principles of free and fair
competition; and
21.2.3
consider recommendations and opinions from the Licensee relating to the National
Numbering Plan.
21.4 The Licensee shall at all times comply with the Regulations concerning the implementation
of the National Numbering Plan.
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ARTICLE 22 BILLING AND METERING ARRANGEMENTS
22.1 The Licensee shall on request provide each of its Customers, save pre-paid customers, at no
additional cost, with an itemized bill which shall contain, amongst other details, the name, address,
telephone number, account number, number called, time of call, call duration and call charge
where applicable. The Licensee shall ensure that calls that are free of charge to its Subscribers,
including calls to help lines and Emergency Organizations, shall not be identified in its
Subscribers’ itemized bills.
22.2 The Licensee shall not render any bill in respect of any description of Communications
Services provided by the Licensee unless every amount (other than an indication of unit charge)
stated in that bill is no higher than an amount which represents the true extent of any such Service
actually provided by the Licensee to the customer in question.
22.3 Without prejudice to the generality of Article 22.2 the Licensee shall at all times maintain in
operation such a Billing Process as facilitates compliance by the Licensee with, and is calculated to
prevent contravention by it off, that paragraph.
22.4 The Licensee shall keep such records as may be necessary or as may be determined by The
Authority to be necessary for the purpose of satisfying the Authority that the Billing Process has the
characteristics required by Article 22.3.
22.5 The Licensee shall install and use metering and billing systems that are reliable and accurately
record the extent of the Service provided to its Users and any other Operator.
22.6 The Licensee shall set out in any account or invoice sent to any operator or User the true extent of
the Service actually provided to that Operator or User in the period to which the account or invoice
relates.
22.7 The Licensee shall:
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22.7.1
Upon the written request of the Authority and within 14 (fourteen) days of such
request, conduct tests on the metering equipment to assess its accuracy, reliability, and
conformity to the technical standards, if any, specified by the Authority. The Licensee shall
submit the test results to the Authority within 14 days after the date of the test or such other
longer period as the Authority may determine;
22.7.2
Permit the Authority to inspect its metering and billing system at any time and to
cooperate in facilitating any such inspection; and
22.7.3
Alter, adapt, modify or improve such system in accordance with any reasonable
requirement which the Authority may specify in writing from time to time, for the purposes
indicated in Articles 22.1, 22.2, 22.3 and 22.5.
22.8 Pursuant to Article 22.7.2, the Authority shall inspect the metering and billing systems at
reasonable times and on giving reasonable notice to the Licensee except in any circumstance where
giving such notice would frustrate the purpose of the inspection.
22.9 Before specifying any alteration, adaptation, modification or improvement on any metering or
billing system, the Authority shall consult the Licensee and take full account of any representation
made by the Licensee.
ARTICLE 23 SERVICE AGREEMENT
23.1 Within 60 (sixty) days from the Effective Date, the Licensee shall submit to the Authority for
approval a form of Service Agreement containing the terms and conditions for the provision of
Services to prospective Users. Within 30 (thirty) days of receipt of the Service Agreement, The
Authority shall either:
23.1.1 approve such Agreement in the event that the Authority determines that such
Agreement adequately protects the interests of the Customers or
27
23.1.2 notify the Licensee of its disapproval thereof. The Authority shall not unnecessarily
withhold its approval of the Service Agreement. In the event that the Authority disapproves
of the Service Agreement, such notice shall include specific recommendations for the
improvement thereof. Within 15 (fifteen) days of receipt of the Authority’s notice of
disapproval, the Licensee shall submit a revised Service Agreement incorporating The
Authority’s specific recommendations.
23.2 Promptly upon receipt of The Authority’s approval of the Service Agreement, the Licensee
shall notify all its Users of its terms and conditions and shall thereafter provide Service based upon
such Service Agreement.
23.3 The Licensee may from time to time modify the Service Agreement by giving not less than
30 (thirty) days prior written notice to the Authority and the Users. If the Authority has not
objected to the proposed modification within such 30 (thirty) day period, the modification shall
become effective as set forth in such notice.
23.4 The Licensee shall publish the Service Agreements and any amendments thereto in two daily
newspapers of National Circulation, website of Licensee and any media the Authority shall
determine from time to time.
ARTICLE 24
FORCE MAJEURE AND SERVICE INTERRUPTIONS
24.1 The Licensee shall not be in breach of this Licence, if and to the extent that it is prevented
from fulfilling its obligations by reason of Force Majeure.
24.2 If, at any time, the Licensee anticipates that any Licensed Service shall become, or a Licensed
Service becomes, interrupted for any significant period, the Licensee shall give notice as soon as
possible to the Authority, all affected persons, including Users and other Operators of
Telecommunications Networks and providers of Telecommunications Services, by all reasonable
means, including by publication, radio or television announcement or individual notification,
whichever is appropriate.
28
24.3 During any period of Force Majeure or service interruption for a significant period, the
Licensee shall not charge any affected User for any Licensed Service affected and shall use its best
endeavours to restore any affected Licensed Service.
24.4 The Licensee shall, in consultation with the Authority, other Operators, Service Providers and
Public Utilities, establish a recovery plan to operate the Licensed Networks and provide the
Licensed Services in cases of Force Majeure and where there is serious and substantial interruption
in the provision of the Licensed Services.
ARTICLE 25
QUALITY OF SERVICE DELIVERY
25.1 The Licensee shall ensure that its network is properly designed and dimensioned to guarantee a
satisfactory quality of service in accordance with the parameter thresholds for fixed voice and data
services contained in (Annex A and B) currently in use by the Authority This could be modified from
time to time by the Authority.
25.2 The Licensee shall at all times provide such information on performance standards or comply
with such directives by the Authority in line with this Article.
25.3 The Licensee shall provide good, effective and continuous service that meets quality of service
thresholds periodically specified by the Authority and in a manner satisfactory to the Authority and
shall not reduce or cease to provide the service unless in the circumstances specified in this Licence or
with the prior written approval of the Authority.
25.4 The Licensee shall permit the Authority to inspect its equipment and devices for measuring
service quality, its files, records and other data relating to the measuring of service quality and to
request the Licensee to submit such reports statistics and other data and to conduct such measurements
as the Authority deems necessary in order to determine compliance with this Licence, the Regulations,
the Act, the EC Act and any other applicable statutory laws and regulations.
29
25.5 The Licensee shall procure and install equipment and devices for measuring and reporting voice
and non-voice services that meet international standards including but not limited to the ITU-T
standards before its commercial launch.
25.6 If the Authority has reason to believe that measuring equipment, devices or methods do not meet
required standards, the Authority shall instruct the Licensee to install or upgrade its equipment and
devices to the required standards within ninety (90) days from the date of any such instruction. If the
Licensee fails to install or upgrade the equipment and the devices within the above specified period,
the commercial launch of any service shall be stalled and the Licensee shall be subjected to a fine of
an amount to be determined by the Authority.
25.7 In the event of default by the Licensee in regard to any of the provisions of this Clause, the
Authority shall take such steps as it deems necessary to remedy the situation including but not limited
to issuance of directives to the Licensee and application of sanctions and/or fines against the Licensee.
ARTICLE 26
CONTINUATION OF EXISTING OBLIGATIONS
The Licensee shall only be granted this License on condition that it has settled all outstanding
indebtedness under this or any other authorization or licence granted by the Authority.
ARTICLE 27
REVOCATION
27.1 Notwithstanding any contrary provision in this License, the Authority may at any time revoke
this Licence where:
27.1.1 The Licensee is in breach of any condition attached to this Licence and the breach has not
been rectified within twenty one (21) days or such other period as the Authority may specify after
the Licensee has been notified of the breach.
30
27.1.2 Any amount payable under this Licence and any other license or authorization granted to
the Licensee is unpaid after it became due and remains unpaid for a period of twenty one (21) days
after same had been brought to the notice of the Licensee in writing.
27.1.3 The Licensee has made false and willful inaccurate statements, misrepresentations or
warranties in applying for this Licence.
27.2 The Licence fees shall not be refunded upon revocation of this License.
ARTICLE 28 LIMITATION OF LIABILITIES
28.1 Notwithstanding any contrary provision of this License, the Authority shall not be liable in
contract, tort or otherwise to the Licensee or any third party for any indirect, contingent or
consequential loss or damage or for loss of profit, business, revenue, goodwill, opportunities or
anticipated savings, cost of capital, cost of substituted service, facilities or products, or down-time
costs, consequent upon the issuance or actualization of any Condition of this Licence, or any act
taken by the Authority in connection with or pursuant to this Licence or any other matter related
thereto.
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ARTICLE29
NOTICES
29.1 Any notices or consents to be given to the Licensee shall be delivered by courier, facsimile or
personal delivery to:
The Director General
National Communications Authority
First Rangoon Close
P. O. Box CT 1568
Cantonments, Accra,
Ghana.
Fax: +233-30-2763449
29.2 Any notices or consents to be given to the Authority shall be delivered by courier, facsimile
or personal delivery to:
The Managing Director/Chief Executive Officer
(LICENSEE’S ADDRESS)
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33
GRANTED BY THE NATIONAL COMMUNICATIONS AUTHORITY IN ACCRA, GHANA.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE HEREUNDER SET THEIR
RESPECTIVE HANDS ON THIS ………… DAY OF …………………, 2014
NATIONAL COMMUNICATIONS AUTHORITY:
Signed By:
Name:
Title:
In the presence of:
Name of Witness:
Title of Witness:
(LICENSEE)
Signed By:
Name:
Title:
In the presence of:
Name of Witness:
Title of Witness:
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ANNEX A
QUALITY OF SERVICE (QoS) PARAMETERS FOR FIXED TELEPHONE SERVICE
Every fixed telephone service provider shall meet the following Quality of Service benchmarks for
fixed telephone service in respect of each specified parameter and submit a monthly average report.
NETWORK PERFORMANCE ATTRIBUTES
No
1
Parameter Name
Point of
Interconnect(POI)
Congestion
Fault Incidences
Target
< 1%
Measurement method
Number of blocked call attempts to another network x100
Total number of call attempts to another network
< 5%
Number of Faults
100 Subscribers
3
Fault Repair by Next
Working Day
>90%
3
Mean Time to Repair
(MTTR)
≤ 8 hours
4
Service Availability
99%
2
sum of duration of each repair time in hours for all the fault
incidences in a Month
Total number of fault incidences in a Month
BILLING, CUSTOMER SERVICE & SATISFACTION MEASURES
No
5
6
7
Parameter Name
Provision and installation on
premise after payment
Metering and billing credibilitypost paid
Target
≤ 5 days
Metering and billing credibilitypre paid
Not more than
1 complaint
Measurement method
Not more than
0.1% of bills
issued should
be disputed
over a billing
cycle
35
per 1000
customers,
i.e., 0.1%
complaints for
metering,
8
9
Interactive Voice
Response(IVR)/Operator
Response
Customer satisfaction on overall
quality of service
< 30sec
Time taken for Operator attention
>95%
Number of answers as good quality
Number of customers interviewed
CUSTOMER SATISFACTION ATTRIBUTES
The performance of the Fixed Telephone service providers in respect of the following Quality of
Service benchmarks shall be subject to periodic assessment by the Authority through customer
satisfaction surveys, which may be conducted by the Authority or an agency appointed by it.
No
10
Parameter Name
Target
% of customers satisfied with the network performance, reliability >90%
and availability.
11
% of customers satisfied with the provision of service.
>90%
12
% of customers satisfied with billing performance.
>85%
13
% of customers satisfied with the help/ enquiry services.
>85%
14
% of customers satisfied with the maintainability.
>90%
15
% of customers satisfied with the offered supplementary services
>90%
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ANNEX B
QUALITY OF SERVICE (QoS) PARAMETERS FOR INTERNET SERVICE
Every Internet service provider shall meet the following Quality of Service benchmarks for Internet
service in respect of each specified parameter and submit a monthly average report.
NETWORK PERFORMANCE ATTRIBUTES
No
1
2
3
4
Parameter Name
Target
Data Service
≥ 99.9%
Availability
Data Service Utilization ≤ 80%
Data Access Success
Rate
Data Drop Rate
≥ 95%
≤ 1%
Measurement method
As measured in data networks
As measured in data networks
Number of connections made x100
Total number of connections requested
Number of connections lost x100
Total number of connections made
BILLING, CUSTOMER SERVICE & SATISFACTION MEASURES
No
5
À6
7
Parameter Name
Provision and installation of
Internet equipment(modem and
related accessories) on premise
after payment
Metering and billing credibilitypost paid
Target
≤ 5 days
Metering and billing credibilitypre paid
Not more than 1
complaint per
1000 customers,
i.e., 0.1%
complaints for
metering,
Measurement method
Not more than
0.1% of bills
issued should
be disputed
over a billing
cycle
37
8
9
Interactive Voice
Response(IVR)/Operator
Response
Customer satisfaction on overall
quality of service
< 30sec
Time taken for Operator attention
>95%
Number of answers as good quality
Number of customers interviewed
38