Terms Of Service
This Master Services Agreement (“Agreement”) is entered by and between 2166246 Ontario Inc. dba Star Telecom of 9251 Yonge Street, Unit 8-402, Richmond Hill ON L4C 9T3 CANADA (“Star Telecom”), and you (“Customer”). If you are agreeing to this Agreement not as an individual but on behalf of your company, then “customer” means your company, and you are binding your company to this Agreement.
MASTER SERVICES AGREEMENT
WHEREAS Star Telecom is engaged in the business of providing telecommunications services (the “Services”)
WHEREAS Customer desires to obtain the services on the terms and conditions as specified herein; Now therefore for good and valuable consideration, the Parties agree as follows:
1. Definitions: Throughout this Agreement, the following words and expressions shall have the following meanings:
“Agreement” means this Master Services Agreement, including all of its Schedules and all instruments supplementing, amending or confirming this Agreement. In the event of a conflict between the Master Services Agreement and a Schedule, such Schedule shall take precedence.
“Billed Minutes” means Conversation Minutes that have the billing increments applied and may be referred to on a per call basis or on an aggregate basis.
“CDR” means call detail record.
“Conversation Minutes” means the actual measured duration of a call and may be referred to on a per call basis or on an aggregate basis.
“End User” means a subscriber of the customer for which Star Telecom provides telecommunications services.
“Effective Date” means the date this Agreement is signed by Star Telecom’s authorized signatory.
“FOB” commonly known as freight on board, means the Customer is responsible for all circuit and/or facility costs including but not limited to any one time costs and monthly recurring costs up to the point of interconnection to the Star Telecom network or to the Internet
“Force Majeure” means circumstances beyond Star Telecom’s control, including, but not limited to, any fire, earthquake, flood, pandemic or other natural disaster, telecommunications, electrical, telephone carrier or network failures, labor dispute or government measure
“Minimum Monthly Commitment” means the minimum amount of Service(s) that the customer must purchase each month and may be connected to specified volume-based discount levels.
“Minimum Term Commitment” means the minimum amount of Service(s) that the customer must purchase each term of the Agreement.
“Parties” means, collectively Customer and Star Telecom, and “Party” means either one of them.
“Prepayment Balance” means the balance in a prepayment account which is equal to the initial Prepayment Deposit plus all subsequent payments, less all usage including unbilled usage.
“Prepayment Deposit” means the initial prepayment amount provided by the Customer to Star Telecom.
“Prepayment Threshold” means the minimum Prepayment Balance level that the Customer must maintain, and below which Star Telecom requires immediate further payments to increase the Prepayment Balance in order to continue to provide Service.
“Ramp Period” means the length of time Star Telecom will allow the Customer to achieve its MMC.
“Schedule(s)” means any documents and/or exhibits attached hereto with respect to the Services and the subject matter hereof.
“Service(s)” means the Services set out in attached Schedule(s) which may include but is not limited to: SIP-Based Toll Free services, SIP Based Local Inbound services, SIP Based outbound service.
“Service Commencement Date” means the date when a specific Service to an End User becomes available.
“Service Demarcation Point” the physical and logical service demarcation point for the Services will be Star Telecom Data Centers, or in case of Genesys Cloud - Genesys Cloud infrastructure.
a) The Customer agrees to subscribe to the Services offered by Star Telecom as set out in the attached Schedule(s) and any additional Schedule(s) executed from time to time by the Parties, in accordance with the terms and conditions set out and/or referenced in this Agreement and Schedules, and Star Telecom will provide the Service(s), including the quality and delivery of Services in a commercially reasonable manner, unless so prevented by a Force Majeure event as defined in this Agreement. Where applicable, Services will be supported by electronic interfaces for provisioning and/or delivery of CDRs and/or other billing records. Customer may submit requests for additional Services in the manner required by Star Telecom and Star Telecom shall process the request in accordance with its then-current standard order procedure and guidelines. Customer must detail Services to be provided in all Service orders, which will be effective when executed by Customer and accepted by Star Telecom and shall form part of this Agreement.
b) Service offerings may change from time to time at the sole discretion of Star Telecom. Services are limited to the areas of service availability, which may change from time to time. Star Telecom will endeavour to provide Customer with any updates regarding service availability. Star Telecom is responsible for providing the agreed services. In the event that any of the contracted services is unavailable, Customer reserves the right to terminate the contract without any penalty.
c) If the Customer cancels or delays a request for Service after the installation work has commenced, the Customer will be liable for all installation charges, removal costs and any other applicable fee incurred by Star Telecom and such fees are due upon receipt of invoice.
d) In order to ensure Service stability Star Telecom may request and Customer must provide forecasts in the format required by Star Telecom
3. Rates and Commitment Levels:
a) The Customer agrees to pay the rates for Services provided under the Schedule(s) on terms and conditions contained therein and if applicable in exchange for a volume commitment as specified below will receive a pricing discount as further specified in each applicable Service Schedule.
b) The Customer agrees to a Minimum Monthly Commitment (MMC) to be negotiated in conjunction with pricing. If not specified, the MMC will be $0.
The Customer the higher of either the actual usage OR the minimum commitment. Calculation will be based on the calendar year and months. MMC for any partial month will not be prorated, full monthly MMC will apply. Star Telecom reserves the right to increase the Rates or change the discount structures in the event that the Customer does not meet the MMC.
c) Star Telecom may at its sole discretion, unless otherwise specified in the relevant Schedule(s), amend rates at any time, for any reason, by providing thirty (30) business days notice to the Customer for International Services and thirty (30) calendar days notice to the Customer for other Services. Change of rate notifications shall be considered valid only if titled “NOTICE OF RATE CHANGE” and specify the effective date. In the event that the Customer does not agree with the rate change, Customer may terminate the contract without any penalty. The rates as set out in the Schedule(s) are subject to the maintaining a good credit standing, and the Customer adhering to its payment terms and credit terms (hereinafter defined) pursuant to the Schedule(s).
d) In the event that Star Telecom provides a blended rate or flat rate to the Customer based on the Customer providing an agreed traffic distribution (estimated or actual), then in the event that the Customer’s actual traffic distribution materially changes from the provided distribution then Star Telecom may either apply a standard rate surcharge, increase the Customer’s rate, change the Customers rate structure or block certain service areas upon providing seven (7) days notice to the Customer. In the event that the Customer does not accept the changes, Customer may terminate the contract without penalty.
e) Unless otherwise agreed to, all Services are priced to be provided at the Service Demarcation Point. Star Telecom will provide the Customer with the location of the Service Demarcation Point. In the event that Star Telecom orders interconnection facilities, Star Telecom will provide a price quote in advance for such facilities and if accepted will install such facilities and invoice the Customer monthly in arrears.
f) International rates are subject to surcharges for Premium Services (including but not limited to Audiotext and Mobile). Charges will be based on Rates and route breakouts as specified using Star Telecom’s international prefix list. Furthermore, Customer acknowledges that irrespective of specified International Rates for Premium Services, Star Telecom may still blend Rates to certain countries (include Premium Services with the base country Rate), and Star Telecom reserves the right to apply a surcharge based on a market Rate in the event that a Customer’s traffic profile to any specific country contains a higher than average percentage of Premium Services.
4. Credit and Payment Terms:
a) As a condition for obtaining Services, Customer must meet Star Telecom’s credit requirements at all times and may be subject to periodic credit review. Star Telecom will make its Credit determinations based on the information made available by the Customer and in the absence of information Star Telecom may impose more stringent credit and payment terms. Customer must respond within forty-eight (48) hours of a request for credit information.
b) Special credit and payment terms can include increased invoice frequency and/or shortened due dates for payments.
c) The Customer will be liable to Star Telecom for all costs incurred including legal fees in the collection or attempted collection of any unpaid charges.
d) In the event that the Customer allows one of it s affiliate(s) to use the Services, the Customer agrees it will be responsible for and promptly pay Star Telecom all charges incurred by its affiliate(s).
e) Where Star Telecom has reasonable grounds for believing that the Customer intends to defraud Star Telecom, Star Telecom may demand immediate payment from the Customer and may at its sole discretion, suspend or terminate Services.
f) The Customer is responsible for any applicable provincial and federal taxes or other similar charges or taxes required to be paid by a government or regulatory body.
a) Each Party acknowledges that a Party’s regular everyday network maintenance may result in certain Service interruptions. If scheduled or unscheduled network maintenance should result in the interruption of Service, to the extent possible it shall be accomplished after written or electronic mail notification to a Party (if such notification is oral due to unscheduled maintenance, it shall be followed by written notification if reasonably possible) and will be completed within a reasonable time.
b) Each Party is responsible for the safe operation of its telecommunications system and shall take all reasonable and necessary steps in its operation and implementation of this Agreement to ensure that its telecommunications system does not endanger the safety or health of employees, contractors, agents or customers of the other Party or damage, interfere with or cause any deterioration in the operation of the other Party’s telecommunications system.
This Agreement shall commence on the Effective Date and continue for a period of 1 year(s) from the Service Commencement Date (the "Initial Term"). Thereafter, this Agreement and each Schedule shall automatically renew on an annual basis for one year at a time (each being a "Renewal Term") at the then-existing Rates unless terminated by either Party in writing upon no less than sixty (60) calendar days prior to the end of the Term. (The Initial Term and each Renewal Term are sometimes collectively referred to herein as the "Term".)
7. Suspension; Termination by Star Telecom:
In addition to all other rights as set out in the Schedule(s), Star Telecom may suspend/terminate Services, Schedule(s) or the entire Agreement as follows:
a) Star Telecom may suspend or terminate any Service or this Agreement at Star Telecom’s sole discretion and without further obligation to the Customer, upon providing the Customer with twenty-four (24) hours written notice, in the event that:
I. the Customer is reasonably suspected of using the Service for fraudulent or illegal purposes;
II. the Customer presents an abnormal risk of loss (including without limitation, incurring a significant amount of billable charges for which the Customer has not been credit approved), as determined by Star Telecom in its sole discretion;
III. the Customer fails to make full payment of the undisputed portion of an invoice; and/or
IV. the Customer is in any manner in breach of the Credit Terms or if the Customer fails to enter into an alternative payment and billing arrangement upon Star Telecom’s request.
b) Unless otherwise stated in this Agreement, upon provision of fifteen days (15) days written notice of a material breach of any provision in this Agreement and Customer has not cured said breach within the fifteen (15) days notice;
c) Forthwith upon the Customer’s voluntary or involuntary filing of a bankruptcy petition or similar proceeding, under the law of any jurisdiction;
d) Forthwith upon Customer becoming insolvent or making any assignment for the benefit of creditors;
e) Forthwith upon the dissolution, liquidation, or appointment of a receiver of the Customer’s property.
8. Termination by Customer: Customer may terminate this Agreement without penalty, at its sole discretion and without further obligation, if Star Telecom breaches this Agreement and fails to correct the breach no later than 15 days following receipt of written notice of the breach from the Customer. Customer may terminate the Agreement without penalty in the case of either a Chronic Failure or Egregious Failure of Star Telecom's SLA obligations. A “Chronic Failure” occurs if Customer experiences a monthly uptime of less than 99.00% in any 3 consecutive months. An “Egregious Failure” occurs if Customer experiences a single outage affecting all services and lasting 24 hours or more.
9. In the event the Customer terminates all or part of this Agreement prior to the end of the Terms set out therein and not in accordance with this Section 10, the Customer agrees it shall be liable for and shall pay termination fees as set out in Section 11 below.
10. Effect of Termination:
a) Fixed Term – Charges. If Customer is purchasing the Service for a defined term of twelve (12) months or longer (“Fixed Term”), and Customer attempts to disconnect Service prior to the end of the Fixed Term, Customer will be responsible for all charges relating to the Fixed Term including unbilled charges, all of which will immediately become due and payable. These charges shall not apply to any Customer who purchases the Service on a month-to month basis. If the Agreement is renewed for one month, and the Customer attempts to disconnect the service prior to the end of that renewal term, Customer will be solely responsible for charges relating to the renewal Term.
b) Customer Termination – Fixed Term. Where Customer has a fixed term for the Service under a Service schedule, Customer may terminate the Service at any time by giving Star Telecom 60 days notice of its intention to terminate. Should Customer exercise its right to terminate the Service for its convenience, Customer shall be responsible for paying 100% of the outstanding fees associated with the remaining term set forth in the applicable Service schedule and based on the committed MMC. The Customer agrees that payment of these termination fees is enforceable and that the termination fee constitutes a genuine pre-estimate of damages to Star Telecom resulting from Customer’s termination for convenience prior to the end of the fixed term and is not a penalty.
11. Relationship with End Users:
a) The Parties understand and agree that Star Telecom has no direct relationship with End Users. Customer shall be liable to Star Telecom for the full amount of the charges it incurs for the Services (including all calls and services originating from or made via its telephones or telephone system or those to whom Customer provides telephone service or made using any number, authorization code long distance telephone card or any facility assigned to Customer or its End Users or made using any facility used to provide Customer or its End Users with access to the Services), despite fraudulent accounts, unauthorized or fraudulent use of the Services. The security of Customer's authorization codes is the responsibility of Customer.
a) Where applicable, Customer shall abide by all applicable laws and regulations, including, without limitation, FCC and CRTC rules and regulations. Customer agrees to cooperate with Star Telecom in the event of any regulatory matters or disputes regarding the Services provided pursuant to this Agreement.
b) Without limiting the generality of the foregoing, the Customer agrees that, as a condition of Star Telecom providing telecommunications services, the Customer must abide by all applicable FCC, CRTC and other regulatory obligations as may be implemented from time to time.
13. Indemnification: Each party (the “Indemnifying Party”) agrees to indemnify and hold the other party (the “Indemnified Party”) (and in the case of Star Telecom as the Indemnified Party, including Star Telecom’s affiliates), harmless against any and all liabilities, claims, damages, costs or costs (including reasonable legal fees) directly or indirectly incurred by the Indemnified Party by reason of or arising out of or relating to claims by third parties (including, where Star Telecom is the Indemnified Party, by End Users) as a result of the gross negligence or wilfull misconduct of the Indemnifying Party (each ,a “Claim”). At the request of the Indemnified Party, the Indemnifying Party shall, at its own expense, assume the Claims brought against the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party may be represented in any such Claim by its own counsel at its own expense. No settlement or compromise shall be agreed to without the concurrence of the Indemnified Party.
14. Representations and Warranties: Each Party warrants and represents to the other, and acknowledges that the other is relying on each such warranty and representation, that (i) such Party has the necessary power, authority and capacity to perform its obligations under this Agreement, (ii) this Agreement has been duly authorized and executed by such Party and constitutes a legal, valid and binding obligation of such Party, (iii) no provisions of this Agreement breach the bylaws or articles of such Party or any other agreement or contract of such Party; (iv) each Party represents and warrants that it is in compliance and will remain compliant with applicable privacy legislation.
15. Warranties Disclaimer: THE CUSTOMER AGREES THAT STAR TELECOM PROVIDES THE SERVICES "AS-IS" AND EXCEPT WHERE EXPRESSLY STATED HEREIN, STAR TELECOM, INCLUDING AFFILIATES, MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND IN CONNECTION WITH ITS NETWORK OR THE SERVICES, EQUIPMENT OR PRODUCTS AS CONTEMPLATED HEREIN, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE.
16. Limitation of Liability:
IN NO EVENT SHALL STAR TELECOM AND OR ITS AFFILIATES, EMPLOYEES, OFFICERS OR DIRECTORS BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON, FIRM OR ENTITY IN ANY OTHER RESPECT, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, EVEN IF FORESEEABLE, ARISING OUT OF ANY MISTAKES, NEGLIGENCE, ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS, OR DEFECTS IN THE PROVISION, TRANSMISSION OR DELAY ARISING OUT OF OR RELATING TO THE SERVICES OR THE OBLIGATIONS OF STAR TELECOM. THE CUSTOMER HAS ACCEPTED THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SET FORTH HEREIN AS PART OF A BARGAIN TO LOWER THE PRICE OF SERVICES HEREUNDER AND UNDERSTANDS THAT THE PRICE OF SAID SERVICES WOULD BE HIGHER IF STAR TELECOM WERE REQUIRED TO ACCEPT GREATER LIABILITY AND/OR DAMAGE LIABILITY. THE CUSTOMER’S EXCLUSIVE REMEDY AND STAR TELECOM’ SOLE LIABILITY, IF ANY, FOR DAMAGES TO CUSTOMER FOR ANY CAUSE WHATSOEVER, INCLUDING NEGLIGENCE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE PRICE OF SERVICES AND PRODUCTS PURCHASED BY THE CUSTOMER DURING THE THREE (3) MONTHS PERIOD PRECEDING THE EVENT WHICH CAUSED THE DAMAGES. THE PROVISIONS OF THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. NO ACTION OR PROCEEDING AGAINST STAR TELECOM MAY BE COMMENCED MORE THAN ONE YEAR AFTER THE EVENT GIVING RISE TO SUCH CLAIM.
17. Confidentiality and Privacy:
a) Each Party shall hold all confidential information of the other Party in strictest confidence and not disclose such to any third Party. The terms of this Agreement, including all pricing and rate information provided to the Customer by Star Telecom will be kept strictly confidential by both Parties and shall not be disclosed by either Party to a third party without the consent of the other Party. In addition to any other remedies a Party may have, if a Party or any of its employees and/or agents discloses any confidential information governed by this section and governed by the Parties’ Non Disclosure Agreement, without first obtaining the prior written consent of the other Party, then the non-disclosing Party shall be entitled (and the disclosing Party agrees to not defend and consent to) an injunction barring any further disclosure of such confidential information, in addition to monetary damages for such breach.
b) Star Telecom will keep all personal information provided to it by the Customer, including End User personal information, confidential, unless disclosure is required or permissible by law.
18. Intellectual Property Rights: Except as expressly provided in this Agreement, Customer shall have no right to use any intellectual property or confidential information of Star Telecom. Customer recognizes the right, title and interest of Star Telecom and its Affiliates through ownership or license in and to all Service marks, trademarks and trade names used in connection with the Service by Star Telecom (the “Marks”). Customer agrees not to engage in any activities or commit any acts, directly or indirectly, which may contest, dispute, or otherwise impair such right, title and interest of Star Telecom and its Affiliates therein. Customer has no rights to the Marks, shall not use the Marks and shall not refer to Star Telecom in connection with the Service, without the express prior written consent of Star Telecom. Customer shall not acquire or claim any right, title or interest in or to the Marks through the resale of Services or otherwise. Customer is specifically prohibited from incorporating any of the Marks into its own Service marks, trademarks and trade names or from using any Service mark, trademark or trade name which is confusingly similar to any of the Marks.
19. Dispute Resolution: Any dispute, controversy or claim arising out of this Agreement between the Parties shall be submitted by either Party to be resolved by arbitration. The place of arbitration shall be Toronto, Ontario and the arbitration shall be governed exclusively by the laws of Ontario.
20. Notices: Any notice or other communication required or permitted by this Agreement shall be in writing and shall be provided by personal delivery, authorized e-mail or by facsimile to Customer or Star Telecom at the address or facsimile number as set forth in the Cover Page for each Party, or to such other address or facsimile number as a Party shall from time to time give written notice of to the other. The parties may deliver provisioning orders and requests by electronic mail. Notices delivered in person will be effective on the date of such delivery. Notices delivered by facsimile will be effective on the date of transmission provided printed proof of transmission is obtained.
21. Relationship of Parties: The Parties are independent contractors. Except as otherwise expressly provided in this Agreement, the Parties acknowledge and agree that each Party shall be free to enter into any contractual, business or other relationships with any party with respect to any area of business. This Agreement shall not be construed as constituting either Party as a partner or agent of the other Party or to create a joint venture or any other form of legal association that would impose liability on one Party for the act or failure to act of the other Party or as providing either Party with the right, power or authority to create any duty or obligation on behalf of the other Party.
22. Contra Proferentem: This Agreement is the product of negotiations between the Customer and Star Telecom Canada, and their respective legal counsel, and no provisions shall be construed for or against the party by reason of ambiguity in language, rules of constructions against the draftsperson, or similar doctrine.
23. Industry Terms:
Words having well-known technical or trade meanings shall be so construed and all listing of similar or dissimilar to those listed, as the context reasonably requires.
24. Amendment: Customer may not amend this Agreement including all attachments other than by an instrument in writing executed by authorized representatives of both Parties.
25. Assignment: This Agreement may not be assigned in whole or in part by either Party without the other’s prior written consent (which consent may be reasonably withheld), provided that Star Telecom may assign this Agreement or any or all of its obligations under this Agreement to any Affiliate or Subsidiary. This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.
26. Counterparts: This Agreement may be executed by facsimile or electronic signature and in two or more separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same Agreement.
27. Force Majeure: Neither Party shall be liable for any failure nor delay in performance to the extent caused by causes beyond its reasonable control, including, without limitation, labour disputes, fires or other casualties, weather or natural disasters, damage to facilities, or the conduct of third parties. If the Force Majeure Event prevents a Party from fulfilling its obligations for more than 30 days, then the other Party shall have the right to terminate this Agreement and/or any impacted SOW, without penalty.
28. No Waiver: The terms and provisions of this Agreement may only be waived in writing and signed by both Parties. No failure by either Party to insist upon the other Party’s performance of any obligations hereunder shall constitute waiver unless in writing.
29. Severability: If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, said provision shall be deemed severable from the other provisions which shall remain valid and enforceable.
30. Language: This Agreement has been drawn up in English at the request of the parties. Les parties ont convenu que la présente entente soit rédigée en anglais.
31. Jurisdiction: This Agreement shall be governed by the laws of Ontario and the applicable laws of Canada and the Parties agree to be subject to the exclusive jurisdiction of the courts of Ontario.
32. Entire Agreement: This Agreement and any documents attached hereto constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior agreements whether written or oral with respect to the subject matter contained herein.
33. 911 NOT PROVIDED BY STAR TELECOM - Customer understands and agrees that Star Telecom is not providing a local service. Accordingly local services such as but not limited to 911 emergency calling are not included and will not be routed through Star Telecom’s network. Customer agrees that all associated DIDs and/or charge numbers may not ever be used to originate 911 calls via Star Telecom’s network. Customer understands and acknowledges their responsibility to obtain 911 emergency services from another provider and ensure full and continued compliancy with all applicable governing laws, regulations, and obligations.
34. 911 Service – Exclusion of Liability. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT, CUSTOMER ACKNOWLEDGES AND AGREES THAT STAR TELECOM, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS,EMPLOYEES AND AGENTS, WILL NOT BE LIABLE FOR ANY INJURY, DEATH OR DAMAGE TO REAL OR PERSONAL PROPERTY ARISING DIRECTLY OR INDIRECTLY OUT OF, OR RELATING IN ANY WAY TO THE PROVISION OF 911 SERVICES AND/OR EMERGENCY 911 BY STAR TELECOM INCLUDING WITHOUT LIMITATION ANY INABILITY ON THE PART OF CUSTOMER OR ITS END USERS TO ACCESS 911 SERVICE AND/OR EMERGENCY 911, OR TO HAVE ACCESS TO EMERGENCY SERVICE PERSONNEL IN THE EVENT OF A SERVICE DISRUPTION FOR ANY REASON WHATEVER, UNLESS IT IS PROVEN THAT THE ACT OR OMISSION PROXIMATELY CAUSING THE CLAIM, DAMAGE, OR LOSS CONSTITUTES GROSS NEGLIGENCE, RECKLESSNESS, OR INTENTIONAL MISCONDUCT ON THE PART OF STAR TELECOM.