☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐ |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of each class
|
Name of each exchange on which registered
|
|
American Depositary Shares, each representing
|
The NASDAQ Global Select Market
|
|
one ordinary share, nominal value NIS 0.01 per share
|
||
Ordinary Shares, nominal value NIS 0.01 per share*
|
The NASDAQ Global Select Market
|
Large Accelerated Filer ☐
|
Accelerated Filer ☒
|
Non-Accelerated Filer ☐
|
5 |
||
5 |
||
5 |
||
30 |
||
68 |
||
68 |
||
104 |
||
130 |
||
133 |
||
139 |
||
139 |
||
151 |
||
153 |
||
154 |
||
154 |
||
154 |
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155 |
||
155 |
||
155 |
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156 |
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156 | ||
156 | ||
156 | ||
156 | ||
157 |
||
157 |
FORWARD-LOOKING STATEMENTS
|
Year ended December 31,
|
||||||||||||||||||||||||
2016
|
2017 **
|
2018 **
|
2019 ***
|
2020 ***
|
2020 ***
|
|||||||||||||||||||
New Israeli Shekels in millions
(except per share data) |
US$ in millions(1)
|
|||||||||||||||||||||||
Consolidated Statement of Income Data
|
||||||||||||||||||||||||
Revenues, net
|
3,544
|
3,268
|
3,259
|
3,234
|
3,189
|
992
|
||||||||||||||||||
Cost of revenues
|
2,924
|
2,627
|
2,700
|
2,707
|
2,664
|
829
|
||||||||||||||||||
Gross profit
|
620
|
641
|
559
|
527
|
525
|
163
|
||||||||||||||||||
Selling and marketing expenses
|
426
|
269
|
293
|
301
|
291
|
90
|
||||||||||||||||||
General and administrative expenses
|
181
|
144
|
148
|
149
|
145
|
45
|
||||||||||||||||||
Credit losses
|
82
|
52
|
30
|
18
|
23
|
7
|
||||||||||||||||||
Income with respect to Settlement
agreement with Orange
|
217
|
108
|
||||||||||||||||||||||
Other income, net
|
45
|
31
|
28
|
28
|
30
|
9
|
||||||||||||||||||
Operating profit
|
193
|
315
|
116
|
87
|
96
|
30
|
||||||||||||||||||
Finance income
|
13
|
4
|
2
|
7
|
8
|
2
|
||||||||||||||||||
Finance expenses
|
118
|
184
|
55
|
75
|
77
|
24
|
||||||||||||||||||
Finance costs, net
|
105
|
180
|
53
|
68
|
69
|
22
|
||||||||||||||||||
Profit before income tax
|
88
|
135
|
63
|
19
|
27
|
8
|
||||||||||||||||||
Income tax expenses
|
36
|
21
|
7
|
*
|
10
|
3
|
||||||||||||||||||
Profit for the year
|
52
|
114
|
56
|
19
|
17
|
5
|
||||||||||||||||||
Earnings per ordinary share and per ADS
|
||||||||||||||||||||||||
Basic:
|
0.33
|
0.70
|
0.34
|
0.12
|
0.09
|
0.03
|
||||||||||||||||||
Diluted:
|
0.33
|
0.69
|
0.34
|
0.12
|
0.09
|
0.03
|
||||||||||||||||||
Weighted average number of shares outstanding (in thousands)
|
||||||||||||||||||||||||
Basic:
|
156,268
|
162,733
|
165,979
|
162,831
|
182,331
|
182,331
|
||||||||||||||||||
Diluted (for calculation above):
|
158,096
|
164,537
|
166,962
|
163,608
|
183,188
|
183,188
|
Year ended December 31,
|
||||||||||||||||||||||||
2016
|
2017 *
|
2018 *
|
2019 **
|
2020 **
|
2020 **
|
|||||||||||||||||||
New Israeli Shekels in millions
|
US$ in millions(1)
|
|||||||||||||||||||||||
Other Financial Data
|
||||||||||||||||||||||||
Capital expenditures (2)
|
202
|
417
|
499
|
578
|
595
|
185
|
||||||||||||||||||
Adjusted EBITDA (3)
|
834
|
917
|
722
|
853
|
822
|
256
|
||||||||||||||||||
Statement of Cash Flow Data
|
||||||||||||||||||||||||
Net cash provided by operating activities
|
945
|
973
|
625
|
837
|
786
|
244
|
||||||||||||||||||
Net cash used in investing activities
|
(639
|
)
|
(72
|
)
|
(351
|
)
|
(1,181
|
)
|
(581
|
)
|
(180
|
)
|
||||||||||||
Net cash provided by (used in) financing activities
|
(516
|
)
|
(750
|
)
|
(725
|
)
|
227
|
(128
|
)
|
(40
|
)
|
|||||||||||||
Financial Position Data (at year end)
|
||||||||||||||||||||||||
Current assets
|
2,339
|
2,009
|
1,254
|
1,664
|
1,496
|
465
|
||||||||||||||||||
Non current assets
|
2,858
|
2,709
|
2,722
|
3,351
|
3,629
|
1,129
|
||||||||||||||||||
Lease - right of use (**)
|
582
|
663
|
206
|
|||||||||||||||||||||
Property and equipment
|
1,207
|
1,180
|
1,211
|
1,430
|
1,495
|
465
|
||||||||||||||||||
Intangible and other assets
|
793
|
697
|
617
|
538
|
521
|
162
|
||||||||||||||||||
Goodwill
|
407
|
407
|
407
|
407
|
407
|
127
|
||||||||||||||||||
Deferred income tax asset
|
41
|
55
|
38
|
41
|
29
|
9
|
||||||||||||||||||
Total assets
|
5,197
|
4,718
|
3,976
|
5,015
|
5,125
|
1,594
|
||||||||||||||||||
Current liabilities (4)
|
1,607
|
1,811
|
1,150
|
1,489
|
1,334
|
414
|
||||||||||||||||||
Non current liabilities (4)
|
2,479
|
1,473
|
1,420
|
2,109
|
2,068
|
644
|
||||||||||||||||||
Total liabilities
|
4,086
|
3,284
|
2,570
|
3,598
|
3,402
|
1,058
|
||||||||||||||||||
Total equity
|
1,111
|
1,434
|
1,406
|
1,417
|
1,723
|
536
|
||||||||||||||||||
Total liabilities and equity
|
5,197
|
4,718
|
3,976
|
5,015
|
5,125
|
1,594
|
(1)
|
The NIS figures at December 31, 2020, and for the 12-month period then ended have been translated throughout this Annual Report into dollars using the representative exchange rate of the dollar at December
31, 2020 (USD 1 = NIS 3.215). The translation was made solely for convenience, is supplementary information, and is distinguished from the financial statements. The translated dollar figures should not be construed as a representation
that the Israeli currency amounts actually represent, or could be converted into, dollars. See also “Item 3A. Key Information – Selected Financial Data – Exchange Rate Data”.
|
(2) |
Capital Expenditures represent additions to property and equipment (see note 10 to our consolidated financial statements) and intangible assets (see note 11 to our consolidated financial statements).
|
(3) |
Adjusted EBITDA as reviewed by the Chief Operating Decision Maker (CODM) represents Earnings Before Interest (finance costs, net), Taxes, Depreciation and Amortization (including amortization of intangible assets, deferred expenses-right
of use and impairment charges) and Other expenses (mainly amortization of share-based compensation). Adjusted EBITDA is not a financial measure under IFRS and may not be comparable to other similarly titled measures for other companies.
Adjusted EBITDA may not be indicative of the Group's historic operating results nor is it meant to be predictive of potential future results. The usage of the term "Adjusted EBITDA" is to highlight the fact that the Amortization includes
amortization of deferred expenses – right of use and amortization of employee share-based compensation and impairment charges.
|
(4) |
See Note 15 to the consolidated financial statements for information regarding long-term liabilities and current maturities of long-term borrowings and notes payable.
|
Year ended December 31,
|
||||||||||||||||||||||||
2016
|
2017 **
|
2018 **
|
2019 ***
|
2020 ***
|
2020 ***
|
|||||||||||||||||||
New Israeli Shekels in millions
|
US$ in
millions (1) |
|||||||||||||||||||||||
Reconciliation Between Profit and Adjusted EBITDA
|
||||||||||||||||||||||||
Profit
|
52
|
114
|
56
|
19
|
17
|
5
|
||||||||||||||||||
Depreciation and amortization expenses
|
595
|
580
|
592
|
751
|
714
|
222
|
||||||||||||||||||
Finance costs, net
|
105
|
180
|
53
|
68
|
69
|
22
|
||||||||||||||||||
Income tax expenses
|
36
|
21
|
7
|
*
|
10
|
3
|
||||||||||||||||||
Other (****)
|
46
|
22
|
14
|
15
|
12
|
4
|
||||||||||||||||||
Adjusted EBITDA (2)
|
834
|
917
|
722
|
853
|
822
|
256
|
(1) |
The translations of NIS amounts into US dollars appearing throughout this Annual Report have been made at the exchange rate on December 31, 2020, of NIS 3.215 = US$1.00 as published by the Bank of Israel, unless otherwise specified. See
“Item 3A. Key Information – Selected Financial Data – Exchange Rate Data”.
|
(2) |
Adjusted EBITDA as reviewed by the CODM represents Earnings Before Interest (finance costs, net), Taxes, Depreciation and Amortization (including amortization of intangible assets, deferred expenses-right of use and impairment charges)
and Other expenses (mainly amortization of share-based compensation). Adjusted EBITDA is not a financial measure under IFRS and may not be comparable to other similarly titled measures for other companies. Adjusted EBITDA may not be
indicative of the Group's historic operating results nor is it meant to be predictive of potential future results. The usage of the term "Adjusted EBITDA" is to highlight the fact that the Amortization includes amortization of deferred
expenses – right of use and amortization of employee share-based compensation and impairment charges.
|
At December 31,
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
Cellular Industry Data
|
||||||||||||
Estimated population of Israel (in millions) (1)
|
9.0
|
9.1
|
9.3
|
|||||||||
Estimated Israeli cellular telephone subscribers (in millions) (2)
|
10.6
|
10.6
|
10.4
|
|||||||||
Estimated Israeli cellular telephone penetration (3)
|
118
|
%
|
116
|
%
|
112
|
%
|
Year ended December 31,
|
||||||||||||||||||||
2016
|
2017
|
2018
|
2019
|
2020
|
||||||||||||||||
Company's Data
|
||||||||||||||||||||
Cellular subscribers (000’s)
(at period end) (4) (5)
|
2,686
|
2,662
|
2,646
|
2,657
|
2,836
|
|||||||||||||||
Pre-paid cellular subscribers (000’s)
(at period end) (4)
|
445
|
354
|
285
|
291
|
341
|
|||||||||||||||
Post-paid cellular subscribers (000’s)
(at period end) (4)
|
2,241
|
2,308
|
2,361
|
2,366
|
2,495
|
|||||||||||||||
Share of total Israeli cellular subscribers
(at period end) (5)
|
26
|
%
|
25
|
%
|
25
|
%
|
25
|
%
|
27
|
%
|
||||||||||
Average monthly revenue per cellular subscriber
including roaming (“ARPU”) (NIS) (6)
|
65
|
62
|
58
|
57
|
51
|
|||||||||||||||
Churn rate for cellular subscribers (7)
|
40
|
%
|
38
|
%
|
35
|
%
|
31
|
%
|
30
|
%
|
||||||||||
TV subscribers (000’s)
(at period end) (8)
|
43
|
122
|
188
|
232
|
||||||||||||||||
Infrastructure-based internet subscribers (000’s)
(at period end) (9)
|
268
|
329
|
||||||||||||||||||
Fiber-optic subscribers (000’s) (at period end) (10)
|
76
|
139
|
||||||||||||||||||
Homes Connected (HC) to the fiber-optic infrastructure (000’s) (at period end) (11)
|
324
|
465
|
||||||||||||||||||
Estimated cellular coverage of Israeli population (at period end) (12)
|
99
|
%
|
99
|
%
|
99
|
%
|
99
|
%
|
99
|
%
|
||||||||||
Number of employees (full time equivalent) (at period end) (13)
|
2,686
|
2,797
|
2,782
|
2,834
|
2,655
|
(1) |
The population estimates are as published by the Central Bureau of Statistics in Israel as of December 31, 2020.
|
(2) |
We have estimated the total number of Israeli cellular telephone subscribers based on Partner subscriber data as well as information contained in published reports and public statements issued by operators and data regarding the number
of subscribers porting between operators.
|
(3) |
Total number of estimated Israeli cellular telephone subscribers expressed as a percentage of the estimated population of Israel. The total number of estimated cellular telephone subscribers includes dormant subscribers as well as other
subscribers who are not included in the Israeli population figures, such as Palestinians, visitors, and foreign workers, as well as SIM cards used in modems, datacards and other cellular devices.
|
(4) |
In accordance with general practice in the cellular telephone industry, we use the term “subscriber”, unless the context otherwise requires, to indicate a subscription that provides access to the PSTN using cellular technology, rather
than either a bill-paying customer who may have a number of subscriptions, or a cellular device user who may share the device with a number of other users. Subscribers include customers of both post-paid and pre-paid services under the
Partner and 012 Mobile brands, and also include subscribers to dedicated data packages for use with data cards or USB modems. A pre-paid subscriber is recognized as such only following the actual use of his pre-paid SIM card and only once
they have generated revenues in the amount of at least one shekel (excluding VAT).
|
(5) |
Total number of Partner subscribers expressed as a percentage of the estimated total number of Israeli cellular subscribers.
|
(6) |
We have calculated our average monthly revenue per cellular subscriber by (i) dividing, for each month in the relevant year, the total cellular segment service revenues during the month by the average number of our cellular subscribers
during that month, and (ii) dividing the sum of all such results by the number of months in the relevant period. The impact on ARPU for 2018 of the inclusion of M2M subscriptions in the subscriber base starting in Q4 2018 was negligible
(see Note 4 above.)
|
(7) |
We define the “churn rate” as the total number of cellular subscribers (excluding M2M subcriptions) who disconnect from our network, either involuntarily or voluntarily, in a given period expressed as a percentage of the average of the
number of our subscribers at the beginning and end of such period. Our churn rate includes subscribers who have not generated revenue for us for a period of the last six consecutive months ending at a reporting date. This includes cellular
subscribers who have generated minute revenues only from incoming calls directed to their voice mail. Involuntary churn includes disconnections due to non-payment of bills or suspected fraudulent use, and voluntary churn includes
disconnections due to subscribers terminating their use of our services.
|
(8) |
TV subscribers – active subscriptions to Partner TV, each of which may have a number of users over a number of different platforms. TV subscribers include subscriptions within time-limited trial periods without charge to the customer.
Partner TV was launched in 2017.
|
(9) |
Infrastructure-based internet subscribers – active subscribers to an end-to-end service including both infrastructure (either through the wholesale market on Bezeq/Hot infrastructure and or through Partner's fiber-optic infrastructure)
and access to the internet.
|
(10) |
Fiber-optic subscribers – active subscribers to an end-to-end service including both Partner’s fiber-optic infrastructure and access to the internet.
|
(11) | Homes Connected (HC) to the fiber-optic infrastructure – The total number of residential households within buildings connected to Partner's fiber-optic infrastructure. |
(12) |
We measure cellular coverage using computerized models of our network, radio propagation characteristics and topographic information to predict signal levels at two meters above ground level in areas where we operate a network site.
According to these coverage results, we estimate the population serviced by our network and divide this by the estimated total population of Israel. Population estimates are published by the Central Bureau of Statistics in Israel.
|
(13) |
A full-time employee is contracted to work a standard 182 hours per month. Part-time employees are converted to full-time equivalents by dividing their contracted hours per month by the full-time standard. The result is added to the
number of full-time employees to determine the number of employees on a full-time equivalent basis. Starting in 2019, the number of full-time employees also includes the number of full-time employees of PHI on a proportional basis of
Partner's share in the subsidiary (50%). See also "Item 6D Employees".
|
1) |
Pursuant to the Competition Commissioner Approval - as of April 22, 2021, the Competition Commissioner will be entitled to notify Partner and HOT Mobile that the network sharing is terminated, if at that time the Competition Commissioner
will be of the opinion that PHI or its activities may adversely affect competition, in which case the parties will be required to cease sharing the active part of the shared network within two years and the passive parts within five years
from the Competition Commissioner's notice to that effect;
|
2) |
In the event we are found to be in breach of any of the conditions set out in the Competition Commissioner Approval or in the MoU's Approval, the Competition Commissioner Approval or the MoU Approval might be terminated, which could
create significant uncertainty as to the management of the shared radio access network;
|
3) |
PHI is operating under a special license granted by the Ministry of Communications on August 9, 2015. The term of the license is 10 years from the grant thereof. If the term of the license will not be extended, we may not be able to
continue sharing the network.
|
Competition in the cellular market. Over the past few years, the entrance of new operators and regulatory changes at the time of their entrance which removed portability barriers between cellular operators, combined with various benefits and leniencies awarded to them by the MoC, resulted in increased competition in the market and has continued to lead to high levels of portability of cellular subscribers between cellular operators, which has negatively affected, and may continue to negatively affect, our results of operations. Cellcom Israel Ltd. ("Cellcom"), Golan Telecom Ltd. ("Golan Telecom") and Marathon 018 Xfone Ltd. ("Xfone") have a network sharing agreement which enabled Xfone to enter the market as the sixth facility-based operator. Xfone's entry into the market has increased competition levels in the cellular market, thus negatively affecting our results of operations. In June 2020, the Competition Authority approved Cellcom's purchase of Golan's entire share capital and in August 2020 Cellcom completed the purchase of Golan Telecom's entire share capital.
• |
requiring us to dedicate a substantial portion of our cash flow from operations to service our debt, thereby reducing the funds available for financing ongoing operating expenses and future business development;
|
• |
limiting our flexibility in planning for, or reacting to, changes in our industry and business as well as in the economy generally;
|
• |
increasing the likelihood of a downgrade in the rating of our notes by the rating company;
|
• |
increasing the risk of a substantial impairment in the value of our telecommunications assets; and
|
• |
limiting our ability to obtain the additional financing we may need to serve our debt, operate, develop and expand our business on acceptable terms or at all.
|
• |
In April 1998, we received our license to establish and operate a cellular telephone network in Israel.
|
• |
In January 1999, we launched full commercial operations with approximately 88% population coverage and established a nationwide distribution.
|
• |
In October 1999, we completed our initial public offering of ordinary shares in the form of American Depositary Shares, and received net proceeds of approximately NIS 2,092 million, with the listing of our American Depositary Shares on
NASDAQ and the London Stock Exchange. We used part of these net proceeds to repay approximately NIS 1,494 million in indebtedness to our principal shareholders, and the remainder to finance the continued development of our business. (In
March 2008, we voluntarily delisted our ADSs from the London Stock Exchange.)
|
• |
In August 2000, we completed an offering, registered under the US Securities Act of 1933, as amended, of $175 million (approximately $170.5 million after deducting commissions and offering expenses) in 13% unsecured senior subordinated
notes due 2010. These notes were redeemed in August 2005.
|
• |
In July 2001, we registered our ordinary shares for trading on the Tel Aviv Stock Exchange.
|
• |
In December 2001, the Ministry of Communications awarded us two bands of spectrum: one band of GSM 1800 spectrum and one band of 2100 UMTS third generation spectrum.
|
• |
In June 2002, our license was extended until February 2022.
|
• |
In December 2004, we commercially launched our 3G network.
|
• |
In March 2005, we completed a debt offering, raising NIS 2.0 billion in a public offering in Israel of notes due 2012.
|
• |
In April 2005, we repurchased approximately 33.3 million shares from our Israeli founding shareholders, representing approximately 18.1% of our outstanding shares immediately before the repurchase.
|
• |
In the third quarter of 2005, our Board of Directors and shareholders approved the distribution of our first cash dividend, in the amount of NIS 0.57 per share, totaling approximately NIS 86.4 million.
|
• |
In March 2006, we launched services based on the High Speed Downlink Packet Access (“HSDPA”) technology.
|
• |
In July 2006, we purchased Med-1 I.C.–1 (1999) Ltd.’s fiber-optic transmission business for approximately NIS 71 million, in order to enable us to reduce our transmission costs as well as to provide our business customers with bundled
services of transmission of data and voice and fixed-line services.
|
• |
In January 2007, we were granted a domestic fixed license by the Ministry of Communications, and in February 2007 we were granted a network termination point license.
|
• |
In December 2008 and January 2009, we launched three additional non-cellular business lines: VoB telephony services, ISP services and Web VOD (video on demand).
|
• |
In October 2009, Scailex Corporation Ltd. ("Scailex') became our principal shareholder through acquiring the entire interest in the Company of our previous controlling shareholder.
|
• |
In February 2010, following the District Court’s approval, a total amount of NIS 1.4 billion or approximately NIS 9.04 per share was paid on March 18, 2010, to shareholders and ADS holders of record on March 7, 2010, as a special
dividend distribution.
|
• |
In March 2011, we acquired all of the outstanding shares of 012 Smile Telecom Ltd., a leading provider of broadband and traditional telecommunications services in Israel. The acquisition of 012 Smile supported our strategy of becoming a
leading comprehensive communications group, expanding our range of services and products.
|
• |
In January 2013, S.B. Israel Telecom Ltd. ("S.B. Israel Telecom"), an affiliate of Saban Capital Group, a private investment firm, based in Los Angeles, California, specializing in the media, entertainment and communications industries,
became our principal shareholder through acquiring 30.87% of our issued and outstanding shares, principally from our previous controlling shareholder, Scailex.
|
• |
In November 2013, we entered into a 15-year Network Sharing Agreement with HOT Mobile pursuant to which the parties agreed to create a 50-50 limited partnership to operate and develop a cellular network to be shared by both parties
(among others, as a result of pooling both parties’ radio access network infrastructures to create a single radio access network). The Network Sharing Agreement was approved by the Israeli anti-trust authorities, subject to conditions in
May 2014, and by the Ministry of Communications in April 2015. Following approval by the Minister of Communications, the Network Sharing Agreement with HOT Mobile entered into effect. See “Item 4B.8 Our Network”.
|
• |
In July 2014, we commercially launched limited 4G services in Israel over a frequency band of only 5 MHz in the 1800 spectrum.
|
• |
In March 2015, the acting Minister of Communications approved the results of the tender bid process in which we won an additional 5 MHz in the 1800 spectrum (in addition to our 10 MHz frequency bands in the 1800 spectrum).
|
• |
In February 2016, we rebranded our products and services that were previously under the “Orange” brand to be under the new “Partner” brand. See "Item 5A.1c Settlement Agreement with Orange Brand Services Ltd."
|
• |
In June 2017, we launched Partner TV service based on Over the Internet (OTT) platform which completed our offering as a comprehensive communications company.
|
• |
In August 2017, we launched the commercial phase and accelerated deployment of our fiber-optic infrastructure in residential areas throughout the country.
|
• |
In November 2019, the MoC appointed a permanent receiver for the Company shares held by S.B. Israel Telecom and granted the receiver a permit to exercise means of control of the Company by himself. See "Item 3D.3a Approximately 27.12% of
our issued and outstanding shares and voting rights are held by a receiver (under Israeli law), who might not act in the best interests of the Company or its shareholders."
|
• |
In August 2020, the Company acquired through an MoC tender 2x5 MHz in the 700 band, 2x10 MHz in the 2600 band and 50 MHz in the 3500 band (as the 5G frequency).
|
- |
the cellular segment, our main business, which represents the largest portion of our total revenues. The cellular business segment includes cellular communications services such as
airtime calls, international roaming services, text messaging, internet browsing, value-added and content services, handset repair services and services provided to other operators that use the Company's cellular network. The Company also
sells and leases a range of equipment related to cellular services. See "Item 4B.5a Cellular Services and Products".
|
- |
the fixed-line segment, which includes a number of services provided over fixed-line networks including (a) Internet services including access to the internet through both fiber-optics and
wholesale broadband access, ISP services, internet Value Added Services (“VAS”) such as cyber protection, anti-virus and anti-spam filtering, and fixed-line voice communication services provided through Voice Over Broadband (“VOB”); (b)
Business solutions including SIP voice trunks, Network Termination Point Services ("NTP") – under which the Group supplies, installs, operates and maintains endpoint network equipment and solutions, including providing and installing
equipment and cabling within a subscriber's place of business or premises, hosting services, transmission services, Primary Rate Interface (“PRI”) and other fixed-line communications solution services; (c) International Long Distance
services (“ILD”): outgoing and incoming international telephony, hubbing, roaming and signaling and calling card services; and (d) Television services over the Internet ("TV"). In addition, this segment includes sales and leasing of
fixed-line and home devices and equipment. See "Item 4B.5b Fixed-line Services and Products".
|
• |
High Rate of Unlimited Packages. Israeli cellular operators provide, among other price-competitive offers, a particularly high rate of unlimited voice and text packages, and various data packages
consisting of relatively high volumes of data at competitive prices.
|
• |
Lack of Migration Barriers, High Churn and Recruitment Rate of Subscribers. The Israeli cellular market to date has limited migration barriers. There is full number portability. Operators are
prohibited from selling SIM locked handsets and are no longer able to link the sale of handsets to services. In addition, operators are no longer allowed to charge exit fees from residential or small business customers or offer better
tariff plans to new customers. As a result of this, as well as the entrance of new competitors, there is a high rate of churn and recruitment rate of subscribers in the Israeli cellular market.
|
• |
Multiple Operators in a Small Market. The regulatory changes in the telecommunications industry, particularly with respect to additional entrants that include cellular operators and MVNOs, have
created multiple operators in a relatively small market, which has led to a high level of competition in the industry.
|
• |
Favorable Geography. Israel covers an area of approximately 8,000 square miles (20,700 square kilometers) and its population tends to be centered in a small number of densely populated areas. In
addition, the terrain of Israel is relatively flat. These factors facilitate the roll out, maintenance and subsequent upgrades of a cellular network in a cost effective manner.
|
• |
Offer our customers a range of cellular and fixed-line services and added value services. For our core businesses we intend to continue to offer our
customers a wide integrated and customized range of cellular and fixed-line telecommunications services. In addition, we offer our customers tailored value-added services that combine an entire array of solutions including: network and
data infrastructures, advanced information security solutions, integration solutions, and for our business customers, designated services for customers with multiple branches and commercial networks, business information storage in a
secured and advanced data center and cloud services. Our value strategy, ‘Partner More’, allows us to offer our customers for each of our products, packages that include value-added services and provide the customer with a richer experience
than the basic services. This strategy generates more revenue per customer. This strategy of offering our customers higher value services at competitive prices has proven itself since the cellular churn rate in 2020 was the lowest since
2011, which attests to our customers' satisfaction and loyalty.
|
• |
Increase penetration of Partner TV Service. In June 2017, we were the first telecom company in Israel to launch Over the Top television services ("OTT") based on the Android TV platform. In 2020,
based on all the published reports of the players in the market, we continued to be the fastest growing TV service in Israel, with a growing market share, as a result of among other factors, the innovative and advanced interface that
enables us to connect our customers “Any place, Any time, Any device” (AAA). Our strategy is to offer our customers unique television services, by partnering with world-leading media service providers, at attractive prices. As part of our
strategy, we continue to be a super aggregator which enables our customers the ability to access the leading streaming services in the world including Netflix, Amazon Prime Video, Spotify and YouTube, using a single interface as well as
cloud gaming services. Partner was one of the first companies in the world to offer bundled packages with Partner TV and Netflix. As part of our activity in the addressable TV market, in 2020, we integrated a programmatic ad system in order
to offer advertisers advanced advertising abilities. For our achievements in pursuing this strategy, see "Business Overview- 4B.5b Fixed-line Services and Products-Television
Services". We continue to grow our TV service and as of year end 2020, we reached approximately 232,000 subscribers.
|
• | Further extend deployment of a fiber-optic infrastructure over which the Company offers high quality internet services which will increase our independence vis-à-vis the fixed-line infrastructure operators. Our investment in our fiber-optic infrastructure, which we commercially launched in August 2017, is part of our strategy to maintain our technological leadership in the market. Our fiber-optic infrastructure, which has already reached approximately two thirds of the cities throughout Israel, enables us as a comprehensive communications group to offer increased internet speeds compared to current market offerings, enhance the quality of service and customer experience, and provide additional advanced services. The combination of the fiber-optic network and Partner TV Service, which can be offered over our fiber-optic infrastructure, provides us with a unique advantage and reduces our dependency on the fixed-line infrastructure operators, thus reducing our on-going operating costs, which has proven to be essential during COVID-19, when internet demand significantly spiked. In addition, our strategy of connecting our fiber-optic infrastructure to Bezeq's network at the local level (to the Multi-Service Access Gateway -"MSAG" component) has reduced and will continue to reduce the cost of our use of Bezeq's BSA wholesale service. By connecting our fiber-optic infrastructure to Bezeq's MSAGs we save a substantial portion of the cost involved in providing the wholesale infrastructure service (such a connection at the local level reduces the cost of the variable component from the wholesale tariff). To date, we already reached more than 760 thousand households with our independent fiber-optic infrastructure while we continue to connect customers at the highest internet speed in Israel of up to 1000 Mb per second in dozens of cities throughout the country and the number of fiber-optic subscribers totaled 139 thousand as of year end 2020. As a result of regulatory decisions regarding deployment, we were able to further decrease our installation costs during 2020. In 2021, we intend to accelerate the deployment of our fiber-optic infrastructure as well as to connect additional customers to the service. See "Item 5D.2 Outlook". The independent network will also constitute a base for future cellular technology network development. In addition, there is potential for future investments in the fiber-optic infrastructure to be shared through cooperation with other operators and/or potential wholesale activities. |
• |
Lead in technology and innovation in our cellular network in order to remain at the technological edge. Based on public reports, Partner's shared radio network has the widest 4G coverage in Israel
compared to other cellular operators. See "Item 4B.8 OUR NETWORK". As part of our strategy to remain a leading telecommunications operator in the cellular market and offer more advanced services, we intend to continue investing in 2021 in
both our shared network as well as in our core cellular network. We intend to continue to expand advanced technologies, for instance LTE Advanced, VoLTE, Wi-Fi calling and Nb-IoT. Following our strategic accomplishment in August 2020 of
acquiring 4G and 5G frequencies in the frequency auction tender, during 2021, the Company will continue to expand the roll out of the 5G network towards becoming the leading 5G network in Israel.
|
• |
Implement an ESG approach in the Company's business operations. Partner has adopted the Environmental, Social and Governance (ESG) approach for management
and measurement of the impact on the Company's operations on environmental and social issues.
|
• |
Preserve and enhance customer satisfaction to strengthen customer loyalty and decrease churn. In order to increase customer satisfaction, we constantly strive to provide advanced services at a high
level of technology and simplify processes and information. Towards this goal, we strive to provide our customers with value-added services and a high level of accessible customer service at our service centers, call centers, and digital
channels, as well as through our in-house technicians for fixed-line services.
|
• |
Increase our online services for our customers. To provide our customers with advanced digital services, we are constantly developing possibilities for our customers to purchase services and self
services as well as equipment through digital means and cellular apps.
|
• |
Continue to be a major player in the retail sale of handsets and accessories. We continuously adapt ourselves to the changing needs of our customers, while offering new and innovative equipment and accessory developments and changes in the telecommunications market.
|
• |
Continue to examine new potential growth engines. As part of our strategy, we continue to examine new potential growth engines, including through a company acquisition or independent organic
activity.
|
• |
ISP services. As an internet service provider providing access to the World Wide Web, we offer our customers, in addition to access, additional ISP services including email accounts, Wi-Fi
networking as well as additional value added services such as anti-virus and anti-spam filtering. We also offer a bundled package that includes infrastructure and ISP access services following the wholesale market reform, a triple package
that includes in addition to the bundled package also TV services and since 2017, we also offer access services over our own fiber-optic fixed-line infrastructure in certain parts of the country, with speeds up to 1 GB. As of March 2020,
tens of thousands of households are able to connect to Partner's fiber services. Furthermore, we offer our business customers additional tailored value services that combine an entire array of solutions including: network and data
infrastructures, advanced information security solutions, integration solutions, designated services for customers with multiple branches and commercial networks, business information storage in a secured and advanced data center and cloud
services. ISP services include the leasing of related equipment including modems and routers.
|
• |
ILD services. As an international long distance provider, we offer our residential and business customers international telephony services including direct international dialing services,
international and domestic pre-paid and post-paid calling cards, and call-back services. Most of the pre-paid calling cards are sold to foreign workers in Israel. In addition, we offer our business customers international toll-free numbers
that offer fixed rates on calls from many countries around the world. As an international long distance provider, we also provide hubbing traffic routing between network operators for termination of long distance calls outside of Israel.
|
• |
Transmission. We provide fixed-line transmission and data capacity services. Our fixed-line capacity also includes capacity which we lease from other fixed-line telecommunications service
providers as well as inland fiber-optic infrastructure and complimentary micro wave radio links. The services we offer include primarily connectivity services, on an SDH (Synchronous Digital Hierarchy) transmission network, by which we
provide high quality, dedicated, point-to-point connection for business customers and telecommunications providers, as well as fixed-line services to business customers. We also provide international transmission services to our business
customers between Israel and other countries.
|
• |
VoB and PRI. The VOB service allows business and residential customers to make and receive telephone calls over the Internet through an internet connection. The PRI is a landline network service
connecting organizational switchboards to Partner's network and allows business customers to make multiple calls simultaneously. We offer traditional voice services to business customers throughout Israel.
|
• |
High speed broadband fiber-optic based network. In 2017, we launched the commercial phase and acceleration of our fiber-optic infrastructure in residential areas
throughout the country, which provides for the first time a more advanced and cost-effective alternative to the existing fixed infrastructure in Israel. To date we have already reached more than 760 thousand households across Israel with
our fiber-optic based infrastructure and the number of fiber-optic subscribers totaled 139 thousand as of year-end 2020. See "Item 4B.8d Fiber-optic infrastructure".
|
4B.6b - i |
Direct Sales Channels
|
• |
A team of representatives and customer account managers that support small to medium-sized businesses;
|
• |
A team of corporate representatives and customer account managers who support large corporate customers;
|
• |
A Small Medium Enterprises (“SME”) sales-force team focuses on individual and small business customers;
|
• |
A telemarketing department conducts direct sales by phone (to private and business customers) and initiates contacts with prospective customers.
|
• |
Door to door teams that specialize in the sale of fiber and infrastructure services.
|
4B.6b - ii |
Indirect Sales Channels
|
4B.6b - iii |
Online Sales Channels
|
• |
Prohibition on exchange of information that is not required for the activities of PHI under the Restrictive Trade Practices Law, 1988 ("Restrictive Trade Practices Law"). See 4B.12e - xi Anti-Trust Regulation.";
|
• |
Limitations with respect to serving as an officer or employee in either Partner or HOT Mobile concurrent with serving as an officer or employee of PHI and certain cooling off periods were set in case of transition of officers and
employees from PHI to the companies. However, this should not prevent PHI from employing employees or officers, who are currently serving as employees or officers in the companies and does not prevent an office holder in Partner or HOT
Mobile from serving as a director in PHI's general partner's board of directors;
|
• |
Rules regarding the administration and documentation of the meetings of PHI organs were set;
|
• |
Either of the companies shall be allowed, at any time and at its sole discretion, to engage in an agreement with a third party for the provision of cellular telecommunications services that involves use of the core network of that
company. All of the rights and obligations deriving from such service agreement shall apply solely to that company and PHI shall not be a party to such service agreement and will not be entitled to payments payable pursuant to it;
|
• |
After a period of seven years from the date of the Commissioner’s approval or after a period of six years from the issue date of all the approvals of the Ministry of Communications, whichever is earlier, the Commissioner shall be allowed
to notify the companies of the cancellation of his resolution, if he has concluded that the establishment of PHI, its existence or operations are liable to be substantively detrimental to the competition (“Cancellation Notice”). If a
Cancellation Notice is issued, a graduated layout of dismantling PHI activity was set in the Commissioner resolution, as follows:
|
a. |
at the end of two years after the issuance of the Cancellation Notice, PHI shall cease all activity apart from the management, maintenance and operation of the passive elements of the network.
|
b. |
at the end of five years after the issuance of the Cancellation Notice, the companies shall dismantle PHI and shall separate their assets fully and entirely.
|
• |
Our radio access network domain consists of 1,950 macro GSM base transceiver stations, 22 micro GSM base transceiver stations and 104 indoor GSM transceiver stations, all linked to 7 base station controllers (HDBSC);
|
• |
2,283 macro UMTS base transceiver base stations (eNodesBs), 39 micro UMTS base transceiver stations and 563 indoor UMTS transceiver stations, all linked to 14 radio network controllers;
|
• |
2,260 macro LTE base transceiver base stations (eNodesBs), 28 micro LTE base transceiver stations and 308 indoor LTE transceiver stations;
|
• |
261 Macro 5G NSA base transceiver base stations (gNodeBs).
|
• |
erection and operating permits from the Ministry of Environmental Protection;
|
• |
permits from the Civil Aviation Authority, in certain cases; and
|
• |
permits from the Israeli Defense Forces.
|
• |
sports and kids content channels;
|
• |
set top boxes for our TV service manufactured by Technicolor SA;
|
• |
back office & content management system(CMS) manufactured by SeaChange International Inc.;
|
• |
video content distribution system (CDN) manufactured by Broadpeak;
|
• |
encoding systems manufactured by Harmonic & AWS Elemental;
|
• |
TV application installed on set top boxes, PCs Apple TV boxes, tablets and cellular devices manufactured by I Feel Smart.
|
Estimated Market Shares*
|
2016
|
2017
|
2018
|
2019
|
2020
|
|||||||||||||||
Partner
|
26
|
%
|
25
|
%
|
25
|
%
|
25
|
%
|
27
|
%
|
||||||||||
Cellcom**
|
28
|
%
|
27
|
%
|
27
|
%
|
26
|
%
|
31
|
%
|
||||||||||
Pelephone
|
23
|
%
|
23
|
%
|
21
|
%
|
22
|
%
|
23
|
%
|
||||||||||
HOT Mobile
|
14
|
%
|
15
|
%
|
15
|
%
|
13
|
%
|
13
|
%
|
||||||||||
Others
|
9
|
%
|
10
|
%
|
12
|
%
|
14
|
%
|
6
|
%
|
4B.12e - i |
Results of the 5G frequencies tender
|
4B.12e - ii |
MoC’s update to Bezeq's wholesale BSA tariffs applicable to its existing copper network
|
4B.12e - iii |
MoC decision regarding Bezeq’s wholesale BSA tariff applicable to its future fiber-optic network
|
4B.12e - iv |
Upgrade of Bezeq’s existing copper infrastructure to VDSL35b Technology
|
4B.12e - v |
MoC decision regarding the joint use of fiber-optic infrastructure in existing residential buildings
|
4B.12e - vi |
Voluntary Tariffs for wholesale BSA service on Hot Telecom’s network
|
4B.12e - vii |
Amendment to the Communications Law regarding the deployment of fiber-optic infrastructures in Israel
|
4B.12e - viii |
Structural separation provisions applicable to the Bezeq and Hot groups
|
4B.12e - ix |
Approval of the HOT-IBC Merger
|
• |
IBC will be required deploy its network to 1.7 million households within 5 years;
|
• |
IBC will be required to provide a "shelf offer" to any operator interested in purchasing its services. This shelf offer will include the services and the terms specified in IBC’s IRU Agreements with Cellcom and HOT and be subject to a
minimum obligation regarding the number of lines to be purchased and offer a reduced tariff to any operator purchasing 5% or more of the number of households accessible to IBC’s network;
|
• |
IBC would also be obliged to offer up to 10% discount on its wholesale prices to any operator who would purchase over 15,000 lines.
|
4B.12e - x |
Hearings and Examinations
|
• |
Hearings regarding a reform in the structure of the Internet Market. The fixed internet access market in Israel was historically divided into two tiers of services: infrastructure services and
ISP (internet service provider) service. This split was intended to allow entry of new competitors, which provide services over Bezeq's infrastructure. On October 4, 2020, the MoC published a hearing regarding a reform in the structure of
the Internet Market (the “First Hearing”). The First Hearing was aimed at ending the split of this segment into two tiers and allowing Bezeq and Hot Telecom to market a unified product (comprised of both infrastructure and ISP components).
This proposed reform was not intended to apply to the business sector. According to the First Hearing, the proposed reform was meant to enter into force on January 1, 2022 allowing ISPs to prepare for the change in the structure of this
market. The Company has filed its position regarding this hearing. The Company agreed with the consumer need for a unified service but has argued that Bezeq and HOT should not be allowed to market the unified product before competition (via
the wholesale market) has been based.
|
• |
Hearing regarding metering of the cellular licenses’ coverage obligations. In order to increase the effective supervision of the cellular licenses’ coverage obligations the MoC proposed to set
updated, equal and uniform indices. In order to achieve this stated goal, The MoC suggested several measures including: requiring periodic reports regarding cellular coverage, requiring specific reports (at the polygon level) concerning
cellular coverage in response to complaints in this matter.
|
• |
Hearing regarding data requirements on the consumption of communication services. In order to improve its view of the market and consumer characteristics, the MoC proposed that licensees would be
required to provide it with ongoing (monthly) detailed reports concerning all subscribers and the services provided to each of them. This data includes identifying details of the subscriber (such as his address), detail of the service
package he is provided with (including the date of subscription and the prices thereof), and detailed data concerning each service provided to the subscriber. Although the MoC stated that it intends to tokenize this data (thus
un-personalizing it), we believe this data requirement still raises serious privacy protection issues which the company has specified in its written position regarding this hearing.
|
• |
Hearing regarding a proposed framework for the shutdown of 2G and 3G cellular networks. In order to improve spectral efficiency, the MoC has published a hearing which proposes a framework for the
shutdown of 2G and 3G networks and free up their spectral assets to be used in 4G and 5G networks. The proposed framework includes the following steps: Shutdown of 2G and 3G network by year end 2025; Operators will not be allowed to
activate new lines in 2G or 3G technologies beginning July 1st. 2022; No 2G or 3G user-end equipment will be allowed to be imported beginning July 1st. 2021. As part of this the MoC stated that it may terminate the use
of the spectrum awarded to us and which is currently used for 2G and 3G. We strongly oppose such moves as they conflict with the terms of the award of such frequencies, will hinder our ability to respond to increased demand and would void
any incentive for re-farming of frequencies used by 2G and 3G networks to more advanced networks (4G and 5G).
|
• |
Bezeq – Yes merger. In March 2014, the Antitrust Commissioner approved a merger between Bezeq and its subsidiary, DBS Satellite Services (1998) Ltd. ("Yes"), a multi-channel pay TV provider,
subject to certain conditions. These conditions, included, among other things, the following: (1) Bezeq and Yes shall not be a party to exclusivity arrangements regarding audio-visual content which is not locally produced by it (or for it);
and (2) The Bezeq groups TV services are to be provided and sold under equal terms to all of Bezeq’s subscribers, whether they purchase other services from Bezeq or not. Under this condition, if the Bezeq Group chooses to sell a triple-play
package at a certain price, it must sell the TV services at a separate price so that the price of the TV services will be the same whether the services were purchased as part of the Triple-play package or whether they were purchased as
stand-alone TV services. In November 2020 the Competition Authority published a consultation in which it considered amending the above-mentioned conditions in order to allow the Bezeq Group to sell service packages that include television
services without the obligation to sell the television services at a separate price that will be uniform for package purchasers and those who do not purchase packages. In addition, the Commissioner considered amending the term prohibiting
exclusivity so that it does not apply to the purchase of foreign content. On the other hand, the Commissioner proposed that with regard to sports content and local content that does not fall within the definition of the term Local
Productions, the original condition will remain in force. The Company filed a detailed position strongly opposing the proposed amendments to the merger conditions. As of date, the Competition Authority has yet to publish its decision on
this matter.
|
4B.12e - xi |
Anti-Trust Regulation.
|
• |
observing the provisions of the Telecommunications Law, the Wireless Telegraphy Ordinance, the regulations and the provisions of our license;
|
• |
acting to continuously improve our mobile telephone services, their scope, availability, quality and technology, and that there has been no act or omission by us harming or limiting competition in the mobile telephone sector;
|
• |
having the ability to continue to provide mobile telephone services of a high standard and to implement the required investments in the technological updating of our system in order to improve the scope of such services, as well as their
availability and quality; and
|
• |
using the spectrum allocated to us efficiently, compared to alternative applications.
|
•
|
We have illegally ceased, limited or delayed any one of our services;
|
•
|
Any means of control in Partner or control of Partner has been transferred in contravention of our license;
|
• |
We fail to invest the required amounts in the establishment and operation of the mobile radio telephone system in accordance with our undertakings to the Ministry of Communications;
|
•
|
We have harmed or limited competition in the area of mobile radio telephone services;
|
• |
A receiver or temporary liquidator is appointed for us, an order is issued for our winding up or we have decided to voluntarily wind up; or
|
• |
Partner, an Office Holder in Partner or an Interested Party in Partner or an Office Holder in an Interested Party of Partner is an Interested Party in a competing mobile radio telephone operator or is an Office Holder in a competing
mobile radio telephone operator or in an interested party in a competing mobile radio telephone operator without first obtaining a permit from the Ministry of Communications to do so or has not fulfilled one of the conditions included in
such permit. See “Item 4B.12f Our Mobile Telephone License-Our Permit Regarding Cross Ownership.”
|
• |
We must at all times be a company registered in Israel.
|
• |
Our founding shareholders and their approved substitutes must hold, in the aggregate, at least 26% of each of our means of control. Furthermore, the maintenance of at least 26% of our means of control by our founding shareholders and
their approved substitutes allows Partner to be protected from a license breach that would result from a transfer of shares for which the authorization of the Ministry of Communications was required, but not obtained.
|
• |
Until February 2021, at least 5% of our issued and outstanding share capital and of each of our means of control had to have been held by Israeli entities from among our founding shareholders and their approved substitutes See "Item
3D.1l Our cellular telephone license imposes certain obligations on our shareholders and restrictions on who can own our shares. Ensuring compliance with these obligations and restrictions may be outside our control. If the obligations or
restrictions are not respected by our shareholders, we could be subject to significant monetary sanctions or lose our license." “Israeli entities” are defined as individuals who are citizens and residents of Israel and entities formed in
Israel and controlled, directly or indirectly, by individuals who are citizens and residents of Israel, provided that indirect control is only through entities formed in Israel, unless otherwise approved by the Israeli Prime Minister or
Minister of Communications.
|
• |
Until February 2021, at least 10% of our Board of Directors had to be appointed by Israeli entities, as defined above, provided that if the Board of Directors was comprised of up to 14 members, only one such director must be so
appointed, and if the Board of Directors was comprised of between 15 and 24 members, only two such directors must be so appointed. See 3D.1l Our cellular telephone license imposes certain obligations on our shareholders and restrictions on
who can own our shares. Ensuring compliance with these obligations and restrictions may be outside our control. If the obligations or restrictions are not respected by our shareholders, we could be subject to significant monetary sanctions
or lose our license.
|
• |
Matters relating to national security shall be dealt with only by a Board of Directors' committee that has been formed for that purpose. The committee includes at least 4 members, of which at least one is an external director. Only
directors with the required clearance and those deemed appropriate by Israel’s General Security Service may be members of this committee. Resolutions approved by this committee shall be deemed adopted by the Board of Directors.
|
• |
The Ministry of Communications shall be entitled to appoint an observer to the Board of Directors and its committees, subject to certain qualifications and confidentiality undertakings.
|
•
|
voting rights in Partner;
|
•
|
the right to appoint a director or managing director of Partner;
|
•
|
the right to participate in Partner’s profits; or
|
•
|
the right to share in Partner’s remaining assets after payment of debts when Partner is wound up.
|
• |
the founding shareholders or their approved substitutes of Partner continue to hold in the aggregate at least 26% of the means of control of Partner;
|
• |
our Articles of Association include the provisions described in this paragraph;
|
• |
we act in accordance with such provisions;
|
• |
our Articles of Association provide that an ordinary majority of the voting power at the general meeting of Partner is entitled to appoint all the directors of Partner other than external directors.
|
• |
Founding shareholders or their approved substitutes must hold at least 26% of the means of control of Partner.
|
• |
Until February 2021, at least 5% of our issued share capital and of each of our means of control had to have been held by Israeli entities from among our founding shareholders and their approved substitutes. See "Item 3D.1l Our cellular
telephone license imposes certain obligations on our shareholders and restrictions on who can own our shares. Ensuring compliance with these obligations and restrictions may be outside our control. If the obligations or restrictions are
not respected by our shareholders, we could be subject to significant monetary sanctions or lose our license.
|
• |
The majority of our directors, and our general manager, must be citizens and residents of Israel.
|
• |
Neither the general manager of Partner nor a director of Partner may continue to serve in office if he has been convicted of certain legal offenses.
|
• |
No trust fund, insurance company, investment company or pension fund that is an Interested Party in Partner may: (a) hold, either directly or indirectly, more than 5% of any means of control in a competing mobile radio telephone operator
without having obtained a permit to do so from the Ministry of Communications, or (b) hold, either directly or indirectly, more than 5% of any means of control in a competing mobile radio telephone operator in accordance with a permit from
the MoC, and in addition have a representative or appointee who is an Office Holder in a competing mobile radio telephone operator, unless it has been legally required to do so, or (c) hold, either directly or indirectly, more than 10% of
any means of control in a competing mobile radio telephone operator, even if it received a permit to hold up to 10% of such means of control.
|
• |
No trust fund, insurance company, investment company or a pension fund that is an Interested Party in a competing mobile radio telephone operator may: (a) hold, either directly or indirectly, more than 5% of any means of control in
Partner, without having obtained a permit to do so from the Ministry of Communications; or (b) hold, directly or indirectly, more than 5% of any means of control in Partner in accordance with a permit from the Ministry of Communications,
and in addition have a representative or appointee who is an Office Holder in Partner, unless it has been legally required to do so; or (c) hold, either directly or indirectly, more than 10% of any means of control in Partner, even if it
received a permit to hold up to 10% of such means of control.
|
• |
Partner, an Office Holder or Interested Party in Partner, or an Office Holder in an Interested Party in Partner does not control a competing mobile radio telephone operator, is not controlled by a competing mobile radio telephone
operator, by an Office Holder or an Interested Party in a competing mobile radio telephone operator, by an Office Holder in an Interested Party in a competing mobile radio telephone operator, or by a person or corporation that controls a
competing mobile radio telephone operator.
|
• |
A change has occurred in the suitability of Partner to implement the actions and services that are the subject of our license.
|
• |
A change in our license is required in order to ensure effective and fair competition in the telecommunications sector.
|
• |
A change in our license is required in order to ensure the standards of availability and grade of service required of Partner.
|
• |
A change in telecommunications technology justifies a modification of our license.
|
• |
A change in the electromagnetic spectrum needs justifies, in the opinion of the Ministry of Communications, changes in our license.
|
• |
Considerations of public interest justify modifying our license.
|
• |
A change in government policy in the telecommunications sector justifies a modification of our license.
|
• |
A change in our license is required due to its breach by Partner.
|
• |
“Office Holder” means a director, manager, company secretary or any other senior officer that is directly subordinate to the general manager.
|
• |
“Control” means the ability to, directly or indirectly, direct the activity of a corporation, either alone or jointly with others, whether derived from the governing documents of the corporation,
from an agreement, oral or written, from holding any of the means of control in the corporation or in another corporation, or which derives from any other source, and excluding the ability derived solely from holding the office of director
or any other office in the corporation. Any person controlling a subsidiary or a corporation held directly by him will be deemed to control any corporation controlled by such subsidiary or by such controlled corporation. It is presumed that
a person or corporation controls a corporation if one of the following conditions exist: (1) such person holds, either directly or indirectly, fifty percent (50%) or more of any means of control in the corporation; (2) such person holds,
either directly or indirectly, a percentage of any means of control in the corporation which is the largest part in relation to the holdings of the other Interested Parties in the corporation; or (3) such person has the ability to prevent
the taking of business decisions in the corporation, with the exception of decisions in the matter of issuance of means of control in a corporation or decisions in the matters of sale or liquidation of most businesses of the corporation, or
fundamental changes of these businesses.
|
• |
“Controlling Corporation” means a company that has control, as defined above, of a foreign mobile radio telephone operator.
|
• |
“Interested Party” means a person who either directly or indirectly holds 5% or more of any type of means of control, including holding as an agent.
|
Year ended December 31,
|
||||||||
2019
|
2020
|
|||||||
Revenues (NIS million)
|
3,234
|
3,189
|
||||||
Operating profit (NIS million)
|
87
|
96
|
||||||
Profit before income taxes (NIS million)
|
19
|
27
|
||||||
Profit for the year (NIS million)
|
19
|
17
|
||||||
Capital expenditures (additions) (NIS million)
|
578
|
595
|
||||||
Net cash provided by operating activities (NIS million)
|
837
|
786
|
||||||
Net cash used in investing activities (NIS million)
|
(1,181
|
)
|
(581
|
)
|
||||
Cellular Subscribers (end of period, thousands)
|
2,657
|
2,836
|
||||||
Annual cellular churn rate (%)
|
31
|
%
|
30
|
%
|
||||
Average monthly revenue per cellular subscriber (ARPU) (NIS)
|
57
|
51
|
||||||
TV subscribers (end of period, thousands)
|
188
|
232
|
||||||
Infrastructure-based internet subscribers (end of period, thousands)
|
268
|
329
|
||||||
Fiber-optic subscribers (end of period, thousands)
|
76
|
139
|
||||||
Homes Connected (HC) to the fiber-optic infrastructure (end of period, thousands)
|
324
|
465
|
Non-GAAP Measure
|
Calculation
|
Most Comparable IFRS Financial Measure
|
Adjusted EBITDA
Adjusted EBITDA margin (%)
|
Profit
add
Income tax expenses,
Finance costs, net,
Depreciation and amortization expenses (including amortization of intangible assets, deferred expenses-right of use and impairment charges),
Other expenses (mainly amortization of share-based compensation).
Adjusted EBITDA
divided by
Total revenues
|
Profit
|
Adjusted Free Cash Flow
|
Net cash provided by operating activities
add
Net cash used in investing activities
deduct
Proceeds from (investment in) deposits, net
deduct
Lease principal payments
deduct
Lease interest payments
|
Net cash provided by operating activities
add
Net cash used in investing activities
|
Total Operating Expenses (OPEX)
|
Cost of service revenues
add
Selling and marketing expenses
add
General and administrative expenses
add
Credit losses
deduct
Depreciation and amortization expenses
deduct
Other expenses (mainly amortization of employee share-based compensation)
|
Sum of:
Cost of service revenues,
Selling and marketing expenses,
General and administrative expenses,
Credit losses
|
Net Debt
|
Current maturities of notes payable and borrowings
add
Notes payable
add
Borrowings from banks
add
Financial liability at fair value
deduct
Cash and cash equivalents
deduct
Short-term and long-term deposits
|
Sum of:
Current maturities of notes payable and borrowings,
Notes payable,
Borrowings from banks,
Financial liability at fair value
Less
Sum of:
Cash and cash equivalents,
Short-term deposits,
Long-term deposits
|
Various line items excluding the impact of the implementation of IFRS 16
|
Line item less the amount of the impact of IFRS 16
|
The corresponding line item as reported in the Company’s financial statements
|
New Israeli Shekels in millions
|
||||||||||||
January 1, 2019
|
||||||||||||
Company's share (50%) in PHI's accounts**
|
Intercompany elimination
|
Total
|
||||||||||
CURRENT ASSETS
|
||||||||||||
Cash and cash equivalents
|
*
|
*
|
||||||||||
Current assets
|
69
|
(62
|
)
|
7
|
||||||||
NON CURRENT ASSETS
|
||||||||||||
Property and equipment and intangible assets
|
142
|
142
|
||||||||||
Lease-right of use
|
355
|
355
|
||||||||||
CURRENT LIABILITIES
|
||||||||||||
Current borrowings from banks
|
13
|
13
|
||||||||||
Trade payables and other current liabilities
|
55
|
55
|
||||||||||
Other current liabilities
|
65
|
65
|
||||||||||
NON CURRENT LIABILITIES
|
||||||||||||
Lease liabilities
|
290
|
290
|
||||||||||
Deferred revenues
|
142
|
(142
|
)
|
|||||||||
EQUITY
|
1
|
(1
|
)
|
-
|
As of December 31,
|
||||||||||||||||
2017
|
2018
|
2019
|
2020
|
|||||||||||||
Terminal growth rate
|
0.9
|
%
|
1
|
%
|
1
|
%
|
1
|
%
|
||||||||
After-tax discount rate
|
9.3
|
%
|
9.5
|
%
|
8.0
|
%
|
7.5
|
%
|
||||||||
Pre-tax discount rate
|
11.2
|
%
|
11.5
|
%
|
9.6
|
%
|
9.0
|
%
|
March 31, 2020
|
|
Terminal growth rate
|
1.0%
|
After-tax discount rate
|
8.25%
|
Pre-tax discount rate
|
9.9%
|
•
|
fixed payments (including in-substance fixed payments), less any lease incentives receivable
|
•
|
variable lease payment that are based on an index or a rate (such as CPI)
|
•
|
amounts expected to be payable by the lessee under residual value guarantees
|
•
|
the exercise price of a purchase option if the lessee is reasonably certain to exercise that option
|
•
|
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option, and
|
•
|
lease payments (principal and interest) to be made under reasonably certain extension options
|
•
|
the amount of the initial measurement of lease liability
|
•
|
any lease payments made at or before the commencement date less any lease incentives received
|
•
|
any initial direct costs (except for initial application), and
|
•
|
restoration costs
|
• |
the lease liability was measured for leases previously classified as an operating leases under IAS 17 at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate at the date of initial
application;
|
• |
Accounting together a portfolio of leases with similar characteristics provided that it is reasonably expected that the effects on the financial statements of applying this standard to the portfolio would not differ materially from
applying this Standard to the individual leases within that portfolio. And using a single discount rate to a portfolio of leases with reasonably similar characteristics (such as leases with a similar remaining lease term for a similar class
of underlying asset in a similar economic environment);
|
• |
rely on its assessment of whether leases are onerous applying IAS 37 Provisions, Contingent Liabilities and Contingent Assets immediately before the date of initial application as an alternative to performing an impairment review;
|
• |
not reassess whether a contract is, or contains, a lease at the date of initial application, and therefore IFRS 16 was not applied to contracts that were not previously identified as containing a lease.
|
• |
Initial direct costs were excluded from the measurement of the right-of-use asset at the date of initial application;
|
• |
use hindsight, such as in determining the lease term if the contract contains options to extend or terminate the lease.
|
New Israeli Shekels in millions
|
||||||||||||
As at January 1, 2019
|
||||||||||||
Previous accounting policy
|
Effect of change
|
According to IFRS16 as reported
|
||||||||||
Non-current assets - Lease – right of use
|
-
|
656
|
656
|
|||||||||
Non-current assets - Deferred income tax asset
|
38
|
6
|
44
|
|||||||||
Current liabilities - Lease liabilities
|
-
|
137
|
137
|
|||||||||
Non-current liabilities - Lease liabilities
|
-
|
546
|
546
|
|||||||||
Equity
|
1,406
|
(21
|
)
|
1,385
|
New Israeli Shekels in millions
|
||||
Operating lease commitments (undiscounted) disclosed as at December 31, 2018
|
372
|
|||
Discounted using the lessee's incremental borrowing rate as of the date of initial application
|
328
|
|||
Group's share in PHI's lease liability
|
355
|
|||
Lease liability recognized as at January 1, 2019
|
683
|
|||
Of which are:
|
||||
Current lease liabilities
|
137
|
|||
Non-current liabilities
|
546
|
• |
Transmission, communication and content providers
|
• |
Depreciation and amortization
|
• |
Cost of equipment and accessories
|
• |
Wages, employee benefits expenses and car maintenance
|
• |
Internet infrastructure and service providers
|
• |
Network and cable maintenance
|
• |
Operating lease, rent and overhead expenses
|
• |
Costs of handling, replacing or repairing equipment
|
• |
IT support and other operating expenses
|
• |
Amortization of deferred expenses - rights of use
|
•
|
Depreciation and amortization
|
•
|
Wages, employee benefits expenses and car maintenance
|
•
|
Advertising and marketing
|
•
|
Selling commissions, net
|
•
|
Operating lease, rent and overhead expenses
|
•
|
Wages, employee benefits expenses and car maintenance
|
•
|
Professional fees
|
•
|
Depreciation
|
•
|
Credit card and other commissions
|
• |
Unwinding of trade receivables
|
• |
Interest expenses
|
• |
Interest for lease liabilities
|
• |
Finance charges for financial liability
|
• |
Net foreign exchange rate gains
|
• |
Interest income from cash, cash equivalents and deposits
|
• |
Cellular subscriber base
|
• |
Cellular average monthly revenue per subscriber (ARPU)
|
• |
Cellular Churn rate
|
• |
TV subscriber base
|
• |
Infrastructure-based internet subscribers
|
• |
Fiber-optic subscribers
|
• |
Homes Connected (HC) to the fiber-optic infrastructure
|
(1)
|
Assessing the useful lives of non-financial assets:
|
(2) |
Assessing the recoverable amount for impairment tests of non-financial assets
|
March 31, 2020
|
||||
Terminal growth rate
|
1.0
|
%
|
||
After-tax discount rate
|
8.25
|
%
|
||
Pre-tax discount rate
|
9.9
|
%
|
(3) |
Assessing the recoverable amount for impairment tests of goodwill
|
(4) |
Assessing impairment of financial assets
|
(5) |
Considering the likelihood of contingent losses and quantifying possible legal settlements:
|
New Israeli Shekels
|
||||||||||||||||
Year ended December 31, 2020
|
||||||||||||||||
In millions
|
||||||||||||||||
Cellular segment
|
Fixed-line segment
|
Elimination
|
Consolidated
|
|||||||||||||
Segment revenue – Services
|
1,647
|
861
|
2,508
|
|||||||||||||
Inter-segment revenue – Services
|
16
|
132
|
(148
|
)
|
||||||||||||
Segment revenue – Equipment
|
545
|
136
|
681
|
|||||||||||||
Total revenues
|
2,208
|
1,129
|
(148
|
)
|
3,189
|
|||||||||||
Segment cost of revenues – Services
|
1,272
|
856
|
2,128
|
|||||||||||||
Inter-segment cost of revenues - Services
|
131
|
17
|
(148
|
)
|
||||||||||||
Segment cost of revenues – Equipment
|
451
|
85
|
536
|
|||||||||||||
Cost of revenues
|
1,854
|
958
|
(148
|
)
|
2,664
|
|||||||||||
Gross profit
|
354
|
171
|
525
|
|||||||||||||
Operating expenses (1)
|
300
|
159
|
459
|
|||||||||||||
Other income, net
|
19
|
11
|
30
|
|||||||||||||
Operating profit
|
73
|
23
|
96
|
|||||||||||||
Adjustments to presentation of Segment
Adjusted EBITDA
|
||||||||||||||||
–Depreciation and amortization
|
450
|
264
|
714
|
|||||||||||||
–Other (2)
|
10
|
2
|
12
|
|||||||||||||
Segment Adjusted EBITDA (3)
|
533
|
289
|
822
|
|||||||||||||
Reconciliation of profit for the year to Adjusted EBITDA
|
||||||||||||||||
Profit for the year
|
17
|
|||||||||||||||
Depreciation and amortization
|
714
|
|||||||||||||||
Finance costs, net
|
69
|
|||||||||||||||
Income tax expenses
|
10
|
|||||||||||||||
Other (2)
|
12
|
|||||||||||||||
Adjusted EBITDA (3)
|
822
|
New Israeli Shekels
|
||||||||||||||||
Year ended December 31, 2019
|
||||||||||||||||
In millions
|
||||||||||||||||
|
Cellular segment
|
Fixed line segment
|
Elimination
|
Consolidated
|
||||||||||||
Segment revenue - Services
|
1,783
|
777
|
2,560
|
|||||||||||||
Inter-segment revenue - Services
|
15
|
148
|
(163
|
)
|
||||||||||||
Segment revenue - Equipment
|
571
|
103
|
674
|
|||||||||||||
Total revenues
|
2,369
|
1,028
|
(163
|
)
|
3,234
|
|||||||||||
Segment cost of revenues - Services
|
1,367
|
810
|
2,177
|
|||||||||||||
Inter-segment cost of revenues - Services
|
147
|
16
|
(163
|
)
|
||||||||||||
Segment cost of revenues - Equipment
|
464
|
66
|
530
|
|||||||||||||
Cost of revenues
|
1,978
|
892
|
(163
|
)
|
2,707
|
|||||||||||
Gross profit
|
391
|
136
|
527
|
|||||||||||||
Operating expenses (1)
|
334
|
134
|
468
|
|||||||||||||
Other income, net
|
20
|
8
|
28
|
|||||||||||||
Operating profit
|
77
|
10
|
87
|
|||||||||||||
Adjustments to presentation of segment
Adjusted EBITDA
|
||||||||||||||||
–Depreciation and amortization
|
542
|
209
|
751
|
|||||||||||||
–Other (2)
|
16
|
(1
|
)
|
15
|
||||||||||||
Segment Adjusted EBITDA (3)
|
635
|
218
|
853
|
|||||||||||||
Reconciliation of profit for the year to
Adjusted EBITDA
|
||||||||||||||||
Profit for the year
|
19
|
|||||||||||||||
Depreciation and amortization
|
751
|
|||||||||||||||
Finance costs, net
|
68
|
|||||||||||||||
Income tax expenses
|
*
|
|||||||||||||||
Other (2)
|
15
|
|||||||||||||||
Adjusted EBITDA (3)
|
853
|
New Israeli Shekels
|
||||||||||||||||
Year ended December 31, 2018*
|
||||||||||||||||
In millions
|
||||||||||||||||
Cellular segment
|
Fixed-line segment
|
Elimination
|
Consolidated
|
|||||||||||||
Segment revenue – Services
|
1,827
|
697
|
2,524
|
|||||||||||||
Inter-segment revenue – Services
|
16
|
155
|
(171
|
)
|
||||||||||||
Segment revenue – Equipment
|
643
|
92
|
735
|
|||||||||||||
Total revenues
|
2,486
|
944
|
(171
|
)
|
3,259
|
|||||||||||
Segment cost of revenues – Services
|
1,435
|
696
|
2,131
|
|||||||||||||
Inter-segment cost of revenues - Services
|
154
|
17
|
(171
|
)
|
||||||||||||
Segment cost of revenues – Equipment
|
509
|
60
|
569
|
|||||||||||||
Cost of revenues
|
2,098
|
773
|
(171
|
)
|
2,700
|
|||||||||||
Gross profit
|
388
|
171
|
559
|
|||||||||||||
Operating expenses (1)
|
343
|
128
|
471
|
|||||||||||||
Other income, net
|
23
|
5
|
28
|
|||||||||||||
Operating profit
|
68
|
48
|
116
|
|||||||||||||
Adjustments to presentation of Segment
Adjusted EBITDA
|
||||||||||||||||
–Depreciation and amortization
|
442
|
150
|
592
|
|||||||||||||
–Other (2)
|
14
|
14
|
||||||||||||||
Segment Adjusted EBITDA (3)
|
524
|
198
|
722
|
|||||||||||||
Reconciliation of profit for the year to
Adjusted EBITDA
|
||||||||||||||||
Profit for the year
|
56
|
|||||||||||||||
Depreciation and amortization
|
592
|
|||||||||||||||
Finance costs, net
|
53
|
|||||||||||||||
Income tax expenses
|
7
|
|||||||||||||||
Other (2)
|
14
|
|||||||||||||||
Adjusted EBITDA (3)
|
722
|
Three months ended
|
||||||||||||||||
NIS in millions
|
March 31
|
June 30
|
Sept. 30
|
Dec. 31
|
||||||||||||
(Unaudited)
|
||||||||||||||||
Service Revenues
|
||||||||||||||||
2018
|
625
|
620
|
654
|
625
|
||||||||||||
2019
|
624
|
642
|
658
|
636
|
||||||||||||
2020
|
629
|
616
|
631
|
632
|
Principal amount
|
Annual interest rate
|
Interest payment terms
|
Original issuance date
|
|||||
Notes payable series D
|
109
|
‘Makam’(**) plus 1.2%
|
Quarterly
|
April 2010
|
||||
Notes payable series F
|
512
|
2.16% fixed
|
Semi-annual
|
July 2017
|
||||
Notes payable series G(*)
|
824
|
4% fixed
|
Annual
|
January 2019
|
Period
|
Interest rate (Makam+1.2%)
|
|||
October 1, 2020 to December 30, 2020
|
1.25
|
%
|
||
July 1, 2020 to September 30, 2020
|
1.23
|
%
|
||
March 31, 2020 to June 30, 2020
|
1.41
|
%
|
||
December 31, 2019 to March 30, 2020
|
1.34
|
%
|
2021
|
2022
|
2023
|
2024
to
2025
|
2026 and thereafter
|
Total
|
|||||||||||||||||||
New Israeli Shekels in millions
|
||||||||||||||||||||||||
Principal payments of long-term indebtedness:
|
||||||||||||||||||||||||
Notes payable series D
|
109
|
109
|
||||||||||||||||||||||
Notes payable series F
|
128
|
128
|
128
|
128
|
512
|
|||||||||||||||||||
Notes payable series G
|
82
|
82
|
165
|
495
|
824
|
|||||||||||||||||||
Total
|
237
|
210
|
210
|
293
|
495
|
1,445
|
Annual interest rate
|
Interest payment terms
|
Original reception date
|
||||
Borrowing P
|
2.38% fixed
|
Quarterly
|
December 2017
|
|||
Borrowing Q
|
2.5% fixed
|
Quarterly
|
December 2017
|
2021
|
2022
|
2023
|
2024
|
Total
|
||||||||||||||||
New Israeli Shekels in millions
|
||||||||||||||||||||
Borrowing P
|
30
|
29
|
59
|
|||||||||||||||||
Borrowing Q
|
23
|
23
|
23
|
10
|
79
|
|||||||||||||||
53
|
52
|
23
|
10
|
138
|
Current Portion Payable in 2021 as of December 31, 2020
|
NIS in millions
|
|||
Principal on notes payable
|
237
|
|||
Principal on borrowings
|
53
|
|||
Accrued interest on notes payable
|
44
|
|||
Accrued interest on borrowings
|
3
|
|||
Total
|
337
|
• |
Cash on hand;
|
• |
Operating cash flows, net of cash flows used for investing activities;
|
•
|
Untradeable option warrants;
|
•
|
Issuance of notes payable and long-term borrowings;
|
• |
Share issuance;
|
• |
Short-term deposits;
|
• |
Long-term deposits; and
|
• |
Short term credit facility.
|
Reconciliation of cash flows to Adjusted Free Cash Flow
|
Year ended December 31,
|
|||||||
2019
|
2020
|
|||||||
NIS in millions
|
||||||||
Net cash provided by operating activities
|
837
|
786
|
||||||
Net cash used in investing activities
|
(1,181
|
)
|
(581
|
)
|
||||
Less investment in deposits, net
|
552
|
14
|
||||||
Lease principal payments
|
(139
|
)
|
(129
|
)
|
||||
Lease interest payments
|
(20
|
)
|
(18
|
)
|
||||
Adjusted Free Cash Flow
|
49
|
72
|
Payments due by period (NIS in millions)
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
2021
|
2022-2023
|
2024-2025
|
2026 and thereafter
|
|||||||||||||||
Notes Series D*
|
110
|
110
|
||||||||||||||||||
Notes Series F*
|
534
|
138
|
267
|
129
|
||||||||||||||||
Notes Series G*
|
1,003
|
33
|
227
|
215
|
528
|
|||||||||||||||
Long term borrowings*
|
143
|
56
|
77
|
10
|
||||||||||||||||
Lease liabilities
|
786
|
135
|
206
|
149
|
296
|
|||||||||||||||
Trade payables
|
666
|
666
|
||||||||||||||||||
Payables in respect of employees
|
38
|
38
|
||||||||||||||||||
Other payables
|
12
|
12
|
||||||||||||||||||
Other non-current liabilities
|
32
|
32
|
||||||||||||||||||
Contribution to defined benefit plan
|
7
|
7
|
||||||||||||||||||
Commitments to pay for inventory purchases**
|
265
|
265
|
||||||||||||||||||
Commitments to pay for property, equipment purchases and software elements purchases (capital expenditures)**
|
64
|
64
|
||||||||||||||||||
Commitments to pay for rights of use of capacities**
|
119
|
51
|
63
|
5
|
||||||||||||||||
Commitment to pay for capacities maintenance**
|
13
|
4
|
9
|
|||||||||||||||||
Total Contractual Cash Obligations
|
3,792
|
1,579
|
881
|
508
|
824
|
Name of Director
|
Age
|
Position
|
||
Osnat Ronen (5) (6)
|
58
|
Chairman of the Board of Directors
|
||
Barry Ben Zeev (1)(2)(3)(4)
|
69
|
Director
|
||
Richard Hunter
|
51
|
Director
|
||
Roly Klinger(1)(2)(3)(4)
|
61
|
Director
|
||
Jonathan Kolodny(1)(2)(3)(4)
|
51
|
Director
|
||
Michal Maron-Brikman(1)(2)(3)(4)
|
51
|
Director
|
||
Yehuda Saban
|
41
|
Director
|
||
Yossi Shachak
|
75
|
Director
|
||
Ori Yaron
|
55
|
Director
|
||
Shlomo Zohar(4)
|
69
|
Director
|
(1) |
Member of the Audit Committee
|
(2) |
Member of the Compensation Committee
|
(3) |
External Director under the Israeli Companies Law (See “Item 6C Board Practices”)
|
(4) |
Independent Director under NASDAQ rules and under the Israeli Companies Law
|
(5) |
Independent Director under NASDAQ rules
|
(6) |
Appointed by the Israeli founding shareholders
|
Name of Officer
|
Age
|
Position
|
||
Isaac Benbenisti
|
56
|
Chief Executive Officer
|
||
Yuval Keinan
|
46
|
Deputy Chief Executive Officer
|
||
Tamir Amar
|
47
|
Chief Financial Officer & VP Fiber-Optics
|
||
Liran Dan
|
42
|
Vice President Strategy & Business Development
|
||
Yaron Eisenstein
|
48
|
Vice President Technologies & IT Division
|
||
Snir Niv*
|
34
|
Vice President Regulations Division
|
||
Einat Rom
|
55
|
Vice President, Human Resources & Administration
|
||
Yakov Truzman
|
50
|
Vice President Business & Sales Division
|
||
Hadar Vismunski-Weinberg**
|
47
|
Vice President, Chief Legal Counsel & Corporate Secretary
|
||
Terry Yaskil
|
47
|
Vice President Marketing & Customer Service Division
|
A. |
The table below sets forth information regarding compensation on an individual basis for the five Office Holders with the highest compensation for the year 2020.
|
Details of the Compensation Recipient
|
|
Compensation for services (the compensation amounts are displayed in terms of cost for the Company) (NIS thousands) |
|
Other compensation & vehicle (the compensation amounts are displayed in terms of cost for the Company) (NIS thousands) |
|
Total (NIS thousands) |
||||||||||||||||
Name
|
Position
|
Payroll &
Related expenses |
Annual
Bonus
|
Share-based
payments |
Other
|
|||||||||||||||||
Isaac Benbenisti
|
Chief Executive Officer
|
2,458
|
1,707
|
1,872
|
(1)
|
194
|
(2)
|
6,231
|
(3)
|
|||||||||||||
Yuval Keinan
|
Deputy Chief Executive Officer
|
1,818
|
1,200
|
766
|
(4)
|
128
|
(2)
|
3,912
|
||||||||||||||
Tamir Amar
|
Chief Financial Officer&VP Fiber-Optics
|
1,488
|
611
|
388
|
(5)(8)
|
194
|
(2)
|
2,681
|
||||||||||||||
Yakov Truzman
|
Vice President Business & Sales Division
|
1,306
|
515
|
424
|
(6)(8)
|
127
|
(2)
|
2,372
|
||||||||||||||
Hadar Vismunski-Weinberg
|
Legal Counsel & Corporate Secretary
|
1,092
|
413
|
734
|
(7)(8)
|
128
|
2,367
|
(1)
|
In 2015, 1,471,971 share options were granted to Mr. Isaac Benbenisti, in his capacity as the Company's CEO with a vesting period of up to three years at an exercise price of NIS 18.08 that
constitutes a premium of 5% on the average share price of the Company on the Tel-Aviv Stock Exchange, during the 30 days preceding the grant date. The theoretical fair value of the share options (according to Black-Scholes model) as
measured on the day of the grant was approximately NIS 8 million. Mr. Benbenisti's options vest in three tranches: 33% of the entire amount on October 28, 2016, 33% of the entire amount on October 28, 2017 and the balance on October 28,
2018. Mr. Benbenisti's eligibility to exercise each of the above detailed tranches will be available to him until October 27, 2021.
In 2018, 810,027 share options and 194,064 restricted shares were granted to Mr. Isaac Benbenisti, in his capacity as the Company's CEO with a vesting period of up to four years. The
exercise price of the options is NIS 18.86 which constitutes a premium of 5% on the average share price of the Company on the Tel-Aviv Stock Exchange, during the 30 days preceding the grant date. The theoretical fair value of the share
options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 3.4 million and the fair value of the restricted shares was approximately NIS 3.4 million. Mr. Benbenisti's options and restricted shares
vest in four tranches: 25% of the entire amount on October 28, 2019, 25% of the entire amount on October 28, 2020, 25% of the entire amount on October 28, 2021 and the balance on October 28, 2022. Mr. Benbenisti's eligibility to exercise
each of the share options above detailed tranches will be available to him until October 27, 2024.
With respect to the restricted shares granted to the CEO in 2018, performance targets which constitute a precondition to vesting and a mechanism for deferring vesting were defined as
further detailed above under CEO Equity Incentive Grant.
|
(2)
|
“Other compensation” includes: expenses for retirement that were accumulated during the reporting period of this Annual Report and will be paid only upon retirement and vehicle expenses.
|
(3)
|
For further information regarding the CEO's compensation see above under CEO Compensation.
|
(4)
|
In 2016, 269,000 share options and 114,000 restricted shares were granted to Mr. Yuval Keinan with a vesting period of up to three years and subject to the fulfillment of performance
targets. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 1.3 million and the fair value of the restricted shares was approximately NIS 2 million.
In 2019, 277,134 share options and 86,889 restricted shares were granted to Mr. Yuval Keinan with a vesting period of up to three years and subject to the fulfillment of performance
targets. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 0.9 million and the fair value of the restricted shares was approximately NIS 1.4 million.
|
(5)
|
In 2018, 245,887 share options and 79,118 restricted shares were granted to Mr. Tamir Amar with a vesting period of up to three years and subject to the fulfillment of performance targets.
The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 0.9 million and the fair value of the restricted shares was approximately NIS 1.4 million.
|
(6)
|
In 2018, 272,968 share options and 86,451 restricted shares were granted to Mr. Yakov Truzman with a vesting period of up to three years and subject to the fulfillment of performance
targets. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 0.9 million and the fair value of the restricted shares was approximately NIS 1.4 million.
|
(7)
|
In 2017, 147,352 share options and 64,183 restricted shares were granted to Mrs. Hadar Vismunski-Weinberg with a vesting period of up to three years and subject to the fulfillment of
performance targets. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 0.9 million and the fair value of the restricted shares was approximately NIS
1.4 million.
In 2020, 152,078 share options and 61,414 restricted shares were granted to Mrs. Hadar Vismunski-Weinberg with a vesting period of up to three years and subject to the fulfillment of
performance targets. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 0.7 million and the fair value of the restricted shares was approximately NIS
1.0 million.
|
(8)
|
These sums represent the relative portion of the expenses of all option and restricted share allocations recorded during the reported period and include expenses for the 2020 vesting period
of options and restricted shares (including those which have not fully vested yet).
|
– |
In order to comply with the conditions and restrictions imposed on us by the Ministry of Communications, including in our mobile license, in relation to ownership or control over us, under certain events specified in our Articles of
Association, the Board of Directors may determine that certain ordinary shares are dormant shares. Consequently, we received an exemption from NASDAQ with respect to its requirement (now under NASDAQ Rule 5640) that voting rights of
existing shareholders of publicly traded common stock registered under Section 12 of the US Securities Exchange Act cannot be disparately reduced or restricted through any corporate action or issuance.
|
– |
As permitted under Israeli Companies Law, the Company’s Board of Directors generally proposes director nominees for shareholder approval. The conditions of NASDAQ Rule 5605(e), that director nominees must either be selected or
recommended to the Board by the independent directors or a nomination committee comprised solely of independent directors, are thus not satisfied.
|
– |
According to applicable Israeli legal requirements, the establishment or amendment of certain stock option or purchase plans requires the approval of the company’s Board of Directors and approval of the shareholders’ meeting only for the
grant of equity compensation to the Chief Executive Officer, directors or controlling partners. We received an exemption from the requirement set out in NASDAQ Rule 5635(c) that listed companies receive shareholder approval when certain
stock option or purchase plans are to be established or materially amended, or certain other equity compensation arrangement made or materially amended, based on the fact that the NASDAQ requirement is inconsistent with the applicable
Israeli legal requirements described above.
|
– |
The Israeli Companies Law, requires that at least two members of the Board of Directors satisfy the conditions of ”external directors”, which also satisfies the conditions of an Israeli independent director (“bilty taluy”). Four of our ten directors are external directors and satisfy the conditions of both Israeli independent directors and independent directors according to NASDAQ criteria. Two additional
directors, (who are not external directors) satisfy the conditions of independent directors according to NASDAQ criteria, one of whom satisfies the conditions of an Israeli independent director, therefore the requirement of NASDAQ Rule
5605(b), that a majority of the Board of Directors be comprised of independent directors, is presently satisfied. However, in previous years and possibly in the future, we were and may not be in compliance with this NASDAQ requirement,
since it is not a requirement under Israeli Companies law as stated above.
|
1. |
Financial liability incurred by, or imposed upon the Office Holder in favor of another person in accordance with a judgment, including a judgment given in a settlement or a judgment of an arbitrator, approved by an authorized court;
|
2. |
Reasonable legal expenses, including attorney fees, incurred by the Office Holder or which he was ordered to pay by an authorized court in the context of a proceeding filed against him by Partner or on Partner’s behalf or by a third
party, in a criminal proceeding in which he was acquitted or in a criminal proceeding in which he was convicted of an offense which does not require criminal intent;
|
3. |
Reasonable legal expenses, including attorney fees, incurred by the Office Holder due to an investigation or proceeding conducted against him by an authority authorized to conduct such investigation or proceeding and which ended without
filing of an indictment against him and without the imposition of a financial liability as a substitute for a criminal proceeding or that was ended without filing of an indictment against him but for which he was subject to a financial
liability as a substitute for a criminal proceeding relating to an offense which does not require criminal intent, within the meaning of the relevant terms under the law or in connection with a financial sanction(“itzum caspi”);
|
4. |
Payment to an injured party as a result of a violation set forth in Section 52.54(a)(1)(a) of the Israeli Securities Law, including by indemnification in advance or expenses incurred in connection with a proceeding (“halich”) under
Chapters H3, H4 or I1 of the Israeli Securities Law, or under Chapter 4 of Part 9 of the Israeli Companies Law, in connection with any affairs, including reasonable legal expenses, which term includes attorney fees, including by
indemnification in advance; and
|
5. |
Expenses, including reasonable legal fees, including attorney fees, incurred by an Office Holder with respect to a proceeding in accordance with the Restrictive Trade Practices Law- 1988 ("Restrictive Trade Practices Law").
|
1. |
a breach of the duty of loyalty toward us, unless the Office Holder acted in good faith and had reasonable grounds to assume that the action would not harm Partner’s interest;
|
2. |
a breach of the duty of care done intentionally or recklessly (“pzizut”) other than if made only by negligence;
|
3. |
an act intended to unlawfully yield a personal profit;
|
4. |
a fine, a civil fine (“knas ezrahi”), a financial sanction (“itzum kaspi”) or a penalty (“kofer”) imposed on him;
and
|
5. |
a proceeding (“halich”).
|
(1) |
The breach of the duty of care towards the Company or towards any other person;
|
(2) |
The breach of the duty of loyalty towards the Company provided that the Office Holder has acted in good faith and had reasonable grounds to assume that the action would not harm the Company;
|
(3) |
A financial liability imposed on him in favor of another person;
|
(4) |
A payment which the office holder is obligated to pay to an injured party as set forth in section 52.54(a)(1)(a) of the Securities Law and expenses that the Office Holder incurred in connection with a proceeding under Chapters H3, H4 or
I1 of the Securities Law, or under Chapter 4 of Part 9 of the Israeli Companies Law, in connection with any affairs, including reasonable legal expenses, which term includes attorney fees.
|
(5) |
Expenses, including reasonable legal expenses fees, including attorney fees, incurred by the Office Holder with respect to a proceeding in accordance with the Restrictive Trade Practices Law.
|
(6) |
Any other matter in respect of which it is permitted or will be permitted under any law to insure the liability of an Office Holder in the Company.
|
2018
|
2019**
|
|
2020
|
|||||||||
Customer service*
|
1,452
|
1,456
|
1,370
|
|||||||||
Sales and sales support*
|
550
|
541
|
491
|
|||||||||
Information technology
|
379
|
403
|
388
|
|||||||||
Marketing and Content
|
55
|
56
|
52
|
|||||||||
Finance
|
83
|
88
|
85
|
|||||||||
Human Resources, Administration & Security
|
87
|
91
|
86
|
|||||||||
Operations & Logistics
|
124
|
136
|
122
|
|||||||||
Remaining operations
|
52
|
63
|
61
|
|||||||||
TOTAL
|
2,782
|
2,834
|
2,655
|
***
|
Option expiration Year
|
Number of outstanding options
held |
Weighted average exercise price
(NIS) |
||||||
2021
|
1,240,971
|
17.99
|
||||||
2023
|
357,766
|
19.39
|
||||||
2024
|
1,605,078
|
18.63
|
||||||
2025
|
393,421
|
16.61
|
||||||
2026
|
464,142
|
13.94
|
||||||
TOTAL
|
4,061,378
|
17.77
|
Option expiration Year
|
Number of outstanding options
held |
Weighted average exercise price
(NIS) |
||||||
2021
|
971,971
|
18.08
|
||||||
2024
|
810,027
|
18.86
|
||||||
TOTAL
|
1,781,998
|
18.43
|
Through December 31, 2020
|
||||||||
Number of options
|
Number of RSAs
|
|||||||
Granted
|
36,108,430
|
5,907,609
|
||||||
Shares issued upon exercises and vesting
|
(6,574,778
|
)
|
(3,229,106
|
)
|
||||
Cancelled upon net exercises, expiration and forfeitures
|
(22,504,229
|
)
|
(1,671,080
|
)
|
||||
Outstanding
|
7,029,423
|
1,007,423
|
||||||
Of which:
|
||||||||
Exercisable
|
4,071,714
|
|||||||
Vest in 2021
|
1,788,172
|
611,551
|
||||||
Vest in 2022
|
800,789
|
263,183
|
||||||
Vest in 2023
|
368,748
|
132,689
|
Name
|
Shares beneficially owned
|
Issued Shares (1)%
|
Issued and Outstanding Shares (1)%
|
|||||||||
S.B. Israel Telecom Ltd.(2)
|
49,862,800
|
26.17
|
27.12
|
|||||||||
Phoenix-Excellence Group (3)
|
14,706,330
|
7.72
|
8.00
|
|||||||||
Meitav Dash Group (4)
|
14,612,353
|
7.67
|
7.95
|
|||||||||
Menora Mivtachim Group (5)
|
13,589,742
|
7.13
|
7.39
|
|||||||||
Harel Group (6)
|
12,945,310
|
6.79
|
7.04
|
|||||||||
Clal Insurance Group (7)
|
12,669,049
|
6.65
|
6.89
|
|||||||||
Psagot Investment House (8)
|
9,488,171
|
4.98
|
5.16
|
|||||||||
Treasury shares (9)
|
6,733,049
|
3.53
|
-
|
|||||||||
Public (10)
|
55,961,953
|
29.36
|
30.45
|
|||||||||
Total
|
190,568,757
|
100.00
|
100.00
|
(1) |
As shown above and used throughout this Annual Report, the term “Issued and Outstanding Shares” does not include any treasury shares held by the Company. Treasury shares, which are included in “Issued Shares”, have no voting, dividend or
other rights under the Israeli Companies Law, as long as they are held by the Company (“dormant shares”).
|
(2) |
S.B. Israel Telecom, an affiliate of Saban Capital Group LLC, a private investment firm, based in Los Angeles, California, specializing in the media, entertainment and communications industries, is the registered owner of 49,862,800
shares in the Company’s share register. On November 11, 2019, S.B. Israel Telecom filed an amendment to its Schedule 13D with the SEC stating that it had no sole or shared voting or dispositive power over any shares of the Company, and that
as a result of the Receiver Appointment (as defined in the filed amendment), as of November 12, 2019, the Reporting Persons (as defined in the filed amendment) ceased to beneficially own any ordinary shares of the Company. On November 12,
2019, the District Court of Tel Aviv issued a judicial order which appointed attorney Ehud Sol as receiver (the "Receiver") for all of the Company’s shares held by S.B. Israel Telecom. See "Item 3D.3a Approximately 27.12% of our issued and
outstanding shares and voting rights are held by a receiver (under Israeli law), who might not act in the best interests of the Company or its shareholders."
|
(3) |
Phoenix Holdings Ltd., an Israeli corporation listed on the Tel Aviv Stock Exchange (“Phoenix”), and Excellence Investments Ltd., an Israeli corporation listed on the Tel Aviv Stock Exchange (“Excellence”), which is controlled by
Phoenix, hold shares in the Company directly and through its wholly owned subsidiaries. (Phoenix, Excellence and their subsidiaries collectively, the “Phoenix-Excellence Group”). These holdings are held according to the following
segmentation: 2,219,702 ordinary shares are held by Excellance Investments, Kesem trust funds, 1,102,000 ordinary shares are held by Provident funds and Management Companies of Provident funds; 853,045 ordinary shares are held by Excellence
ETFs; 993,855 ordinary shares are held by Phoenix "Nostro" accounts; 21,000 ordinary shares are held by Phoenix Pension funds; 27,000 ordinary shares are held by Linked insurance policies of Phoenix; 9,489,728 ordinary shares are held by
Partnership for Israeli shares. On March 17, 2021, Phoenix-Excellence Group advised the Company that subsequent to March 1, 2021, their interest has increased to 16,768,306 ordinary shares. 1,935,000 shares of the 16,768,306 shares held by
the Phoenix-Excellence Group, representing approximately 1.058% of our Issued and Outstanding shares and total voting rights, are registered in the Company’s Shareholders Register as part of the shares held by Israeli founding shareholders
from among our founding shareholders and their approved substitutes. For further information regarding required holdings by Israeli founding shareholders, see "Item 3D.1l Our cellular telephone license imposes certain obligations on our
shareholders and restrictions on who can own our shares. Ensuring compliance with these obligations and restrictions may be outside our control. If the obligations or restrictions are not respected by our shareholders, we could be subject
to significant monetary sanctions or lose our license.”
|
(4) |
Meitav Dash Investments Ltd., an Israeli corporation listed on the Tel Aviv Stock Exchange, holds shares in the Company directly and through its wholly owned subsidiaries (Meitav Dash and their subsidiaries collectively, the “Meitav Dash
Group”). These holdings are held according to the following segmentation: 10,417,969 ordinary shares are held by Meitav Dash provident funds; 2,658,067 ordinary shares are held by Meitav Dash mutual funds; 1,536,317 ordinary shares are held
by Meitav Dash portfolio management. On March 17, 2021, Meitav Dash Group advised the Company that subsequent to March 1, 2021, their interest has decreased to 14,552,713 ordinary shares. 1,313,911 shares of the 14,552,713 held by the
Meitav Dash Group, representing approximately 0.719% of our Issued and Outstanding shares and total voting rights, are registered in the Company’s Shareholders Register as part of the shares held by Israeli founding shareholders from among
our founding shareholders and their approved substitutes.
|
(5) |
Menora Mivtachim Holdings Ltd., an Israeli corporation listed on the Tel Aviv Stock Exchange, holds shares in the Company directly and through its subsidiaries (Menora Mivtachim Holdings Ltd. and their subsidiaries collectively, the
“Menora Mivtachim Group”). These holdings are held according to the following segmentation: 1,384 ordinary shares are held by Menora holdings; 232,431 ordinary shares are held by "Nostro" insurance; 29,859 ordinary shares are held by
"Nostro" Shomera; 13,259,068 ordinary shares are held by Menora Mivtachim Pension and Provident funds. On March 17, 2021, Menora Mivtachim Group advised the Company that subsequent to March 1, 2021, their interest has decreased to
13,571,742 ordinary shares.
|
(6) |
Harel Insurance Investments & Financial Services Ltd., an Israeli corporation listed on the Tel Aviv Stock Exchange, holds shares in the Company directly and through its subsidiaries (the "Harel
Group"). These holdings are held according to the following segmentation: 479,190 ordinary shares are held by "Mivtach"; 593,379 ordinary shares are held by provident funds; 331,941 ordinary shares are held by "Nostro"; 2,557,063
ordinary shares are held by Harel Group mutual funds; and 8,983,737 ordinary shares are held by "Amitim". On March 18, 2021, Harel Group advised the Company that subsequent to March 1, 2021, their interest has decreased to
12,752,334 ordinary shares. 815,531 shares of the 12,572,334 held by Harel Insurance Company Ltd., representing approximately 0.446% of our Issued and Outstanding shares and total voting rights, are registered in the Company’s
Shareholders Register as part of the shares held by Israeli founding shareholders from among our founding shareholders and their approved substitutes.
|
(7) |
Clal Insurance Company Ltd. an Israeli corporation listed on the Tel Aviv Stock Exchange, holds shares in the Company directly and through its subsidiaries. (Clal Insurance Company Ltd. and their subsidiaries collectively, the “Clal
Group”). These holdings are held according to the following segmentation: 762,955 ordinary shares are held by "Nostro"; 306,840 ordinary shares are held by "Atudot"; 11,599,254 ordinary shares are held by Clal Israel Pension and Provident
funds.
|
(8) |
Psagot Investment House, Ltd. an Israeli corporation listed on the Tel Aviv Stock Exchange, holds shares in the Company directly and through its subsidiaries. These holdings are held according to the following segmentation: 7,746,322
ordinary shares are held by Psagot Investment House pension and provident funds and 1,746,823 ordinary shares are held by Psagot Investment House trust funds. On March 16, 2021, the Psagot Investment House, Ltd. advised the Company that
subsequent to March 1, 2021, their interest has increased to 9,626,009 ordinary shares.
|
(9) |
Treasury shares do not have a right to dividends or to vote. During 2008, the Company repurchased 4,467,990 of the Company's shares and during 2018, the Company repurchased an additional 6,501,588 of the Company's shares, as part of
buy-back plans. Since March 1, 2020, the Company has allocated under the Company’s 2004 Amended and Restated Equity Incentive Plan, 322,946 restricted shares from the treasury shares to a trustee on behalf of the Company’s employees. See
“Item 6E.2 EQUITY INCENTIVE PLAN”.
|
(10) |
The shares under “Public” include 6,254,995 shares held by Israeli founding shareholders from among our founding shareholders and their approved substitutes including 937,283 Israeli founding shareholders shares which were issued
following a public issuance of the Company shares during January 2020 and were approved by the Ministry of Communications on March 16, 2020. These shares, together with 1,935,000 shares held by the Phoenix-Excellence Group and 1,313,911
shares held by the Meitav Dash Group, represent approximately 4.99% of our issued shares (approximately 5.17% of the Issued and Outstanding Shares). For further information regarding required holdings by Israeli founding shareholders, see
"Item 3D.1l Our cellular telephone license imposes certain obligations on our shareholders and restrictions on who can own our shares. Ensuring compliance with these obligations and restrictions may be outside our control. If the
obligations or restrictions are not respected by our shareholders, we could be subject to significant monetary sanctions or lose our license.”
|
1.
|
On July 15, 2014, a claim and a motion to certify the claim as a class action were filed against the Company and against additional cellular operators and content providers. The claim
alleges that the cellular operators, including the Company, breached legal provisions and provisions of their licenses and thereby created a platform that led to the customers’ damages alleged in the claim. The total amount claimed
against all of the defendants is estimated by the applicant to be approximately NIS 300 million. The claim is still in its preliminary stage of the motion to be certified as a class action.
|
2.
|
On November 12, 2015, a claim and a motion to certify the claim as a class action were filed against the Company. The claim alleges that Partner required their customers to purchase a
Smartbox device which is terminal equipment as a condition for using its fixed-line telephony services, an action which would not be in accordance with the provisions of its licenses. The total amount claimed against Partner is estimated
by the plaintiff to be approximately NIS 116 million. In February 2019, the Court approved the request to certify the claim as a class action with certain changes. In March 2019, the Company filed an appeal of this decision. In February
2020, the Supreme Court dismissed the appeal request that was filed and the claim was reverted back to the District Court and the proceedings have resumed.
|
3.
|
On November 12, 2015, a claim and a motion to certify the claim as a class action were filed against 012 Smile. The claim alleges that 012 Smile required their customers to purchase a
Smartbox device which is terminal equipment as a condition for using its fixed-line telephony services, an action which would not be in accordance with the provisions of its licenses. The total amount claimed against 012 Smile is
estimated by the plaintiff to be approximately NIS 64 million. In February 2019, the Court approved the request to certify the claim as a class action with certain changes. In March 2019, the Company filed an appeal of this decision. In
February 2020, the Supreme Court dismissed the appeal request that was filed and the claim was reverted back to the District Court and the proceedings have resumed.
|
4.
|
On January 4, 2016, a claim and a motion to certify the claim as a class action were filed against the Company. The claim alleges that Partner charges its customers the full price of
telecommunication packages that are intended for use abroad despite the fact that the packages are not fully utilized and does not allow customers to transfer the balance to the next trip abroad or to receive a credit for the balance. The
total amount claimed against Partner is estimated by the applicant to be approximately NIS 234 million. In April 2020, the Court dismissed the case and in June 2020 the plaintiffs filed an appeal of this decision.
|
5.
|
On November 20, 2016, a claim and a motion to certify the claim as a class action were filed against the Company. On February 17, 2021, the applicant filed an amended motion that claimed,
among other things, that the Company breached legal provisions when it does not update its customers who purchased equipment from the Company in a credit transaction regarding the required interest rate and/or that it does not specify the
cash price and/or that it notes an incorrect interest rate. The total amount claimed against Partner is estimated by the applicant to be approximately NIS 157.5 million.
|
6.
|
On October 24, 2017, a claim and a motion to certify the claim as a class action were filed against the Company and another cellular operator. The claim alleges that Partner harms the
privacy of its customers by unlawfully using their location data. The total amount claimed against Partner is estimated by the applicant to be approximately NIS 1 billion. The claim is still in its preliminary stage of the motion to be
certified as a class action.
|
7.
|
On September 15, 2020, a claim and a motion to certify the claim as a class action were filed against the Company. The claim alleges that the Company unlawfully sent advertisement
messages to customers that did not agree to receive such messages. The claim also alleges that advertisement messages were sent without including the possibility for the recipients to remove themselves from the Company's mailing lists or
did not include means of contacting the Company or did not clarify that this is an advertisement and that the recipients had a right to send a refusal to receive the message and that the Company continued to send advertisement messages to
customers that requested to be removed from the mailing lists. The total amount claimed against the Company was not stated by the applicants (however the claim was estimated by the applicants to be over NIS 2.5 million). The claim is
still in its preliminary stage of the motion to be certified as a class action.
|
8.
|
On November 1, 2020, a claim and a motion to certify the claim as a class action were filed against the Company. The claim alleges that the Company unlawfully displays advertising POP UP
messages before and during TV services constitute spam. The total amount claimed against the Company is estimated by the applicants to be approximately NIS 175 million. The claim is still in its preliminary stage of the motion to be
certified as a class action.
|
9.
|
On November 2, 2020, a claim and a motion to certify the claim as a class action were filed against the Company and two of its subsidiaries, 012 Smile Telecom Ltd. and 012 Telecom Ltd. as
well as against another operator. The claim alleges that the Company as well as the other respondents charged its customers a fee for ISP service after they began receiving this service from another company and that the respondents did
not provide the service in return for payment. The total amount claimed from the Company was estimated by the applicants to be approximately NIS 2.5 million (however the claim was estimated by the applicants to be tens of millions of
Shekels). The claim is still in its preliminary stage of the motion to be certified as a class action.
|
10.
|
On November 2, 2020, a claim and a motion to certify the claim as a class action were filed against the Company and 012 Telecom Ltd. The claim alleges that the Company charged its
customers a fee for ISP service after they began receiving this service from another company and that the respondents did not provide the service in return for payment. The total amount claimed against the Company was not stated by the
applicants (however the claim was estimated by the applicants to be over NIS 2.5 million). The claim is still in its preliminary stage of the motion to be certified as a class action.
|
11.
|
On December 15, 2020, a claim and a motion to certify the claim as a class action were filed against the Company and 012 Smile Telecom Ltd. The claim alleges that the Company charged its
customers a fee for anti-virus and/or anti- spam services for email boxes while they did not use these services and that the Company does not keep records of their requests to receive these services. The total amount claimed against the
Company was not stated by the applicant (however the claim was estimated by the applicant to be over NIS 2.5 million). The claim is still in its preliminary stage of the motion to be certified as a class action.
|
1.
|
On September 7, 2010, a claim and a motion to certify the claim as a class action were filed against the Company. The claim alleges that the Company unlawfully charges its customers for
services of various content providers, which are sent through text messages (SMS). The total amount claimed from the Company was estimated by the plaintiffs to be approximately NIS 405 million. The claim was certified as a class action in
December 2016. In January 2017, the plaintiffs filed an appeal to the Supreme Court, regarding the definition of the group of customers. In November 2018, the Supreme Court dismissed the appeal and the claim was reverted back to the
District Court. In February 2020, a settlement agreement was filed with the Court.
|
2.
|
On July 14, 2010, a claim and a motion to certify the claim as a class action were filed against the Company. The claim alleges that Partner is breaching its contractual and/or legal
obligation and/or is acting negligently by charging V.A.T for roaming services that are consumed abroad. The applicant demands to return the total amount of V.A.T that was charged by Partner for roaming services that were consumed abroad.
The applicant also pursued an injunction that will order Partner to stop charging VA.T for roaming services that are consumed abroad. In August 2014, the claim was dismissed and in October 2014, the applicant filed an appeal with the
Supreme Court. The hearing was held in May 2016 before an expanded panel of seven judges and the Supreme Court accepted the appeal in July 2017 and dismissed the District Court's decisions. The claim was reverted back to the District
Court. In March 2020, a settlement agreement was filed for the Court's approval.
|
3.
|
On August 8, 2012, a claim and a motion to certify the claim as a class action were filed against 012 Smile and another Internet Service Provider. The claim alleges that the respondents
breached certain provisions of their licenses by not offering their services at a unified tariff to the same type of customers. The total amount claimed against 012 Smile, if the lawsuit is certified as a class action, was not stated by
the applicant. In December 2019, the Court dismissed the motion and in January 2020, an appeal was filed with the Supreme Court. Following a hearing held in the Supreme Court, the applicant filed a request to expunge their appeal and on
February 16, 2021, the Court expunged their appeal.
|
4.
|
On August 18, 2019, a claim and a motion to certify the claim as a class action were filed against the Company. The claim alleges that the Company unlawfully charges customers that
terminate their engagement with the Company, for speakers and/or tablets and/or other accessories they received from the Company as gifts while they were subscribers of the Company, and at a full and excessive price. The total amount
claimed against the Company if the lawsuit is recognized as a class action, was not stated by the applicant. The parties filed a withdrawal settlement which was approved by the Court in April 2020.
|
5.
|
On November 17, 2019, a claim and a motion to certify the claim as a class action were filed against the Company and two additional cellular operators. The claim alleges that the Company,
as well as the other respondents collected money from its customers for content services for third parties, by using the means of payment that were given to the Company for the purpose of the cellular invoice payment for content services,
without receiving consent from these customers prior to the charge, and/or without having documentation with respect to the customers' consent, unlawfully and against its license provisions and/or without the Company first ensuring that
the customers received a document that complies with the Consumer Protection Law regarding the specific transaction for which it intends to collect money from them. The total amount claimed from each of the respondents if the lawsuit is
recognized as a class action is NIS 400 million in addition to compensation in the amount of NIS 500 for each one of the group members for non-monetary damages which were allegedly caused to them. The group on whose behalf the claim was
filed is all Partner subscribers who made such payments from September 2003 until the date that Partner is found to have stopped charging customers for such content services (from this group a group of customers charged for certain
content services were excluded in light of other court decisions). In December 2020, the applicants notified that they wish to withdraw from the proceedings and the Court has yet to rule on the matter.
|
1.
|
On May 4, 2015, a claim and a motion to certify the claim as a class action were filed against the Company. The claim alleges, that Partner discriminated between its cellular customers,
including between new customers and existing customers, by offering the same type of customers, different terms, an action which would not be in accordance with the provisions of its license. The applicant noted that it cannot estimate the
total amount claimed in the lawsuit, if the lawsuit is certified as a class action. In December 2019, the Court dismissed the motion and in January 2020, an appeal was filed with the Supreme Court.
|
2.
|
On April 21, 2016, a claim and a motion to certify the claim as a class action were filed against 012 Smile. The claim alleges that the infrastructure included in the 012 Smile's plans does
not support data speeds that the Company publishes to its customers. The total amount claimed against the Company if the lawsuit is certified as a class action was not stated by the plaintiffs. In January 2021, the Court approved the
request to certify the claim as a class action.
|
3.
|
On September 11, 2016, a claim and a motion to certify the claim as a class action were filed against 012 Smile and two other international long distance operators. The claim alleges that
the respondents charged excessive tariffs from occasional customers for each long distance call minute, contrary to the Telecommunications Law (Telecommunications and Broadcasting), that allows a licensee to charge reasonable payment for a
telecommunication service that it provides. The total amount claimed against 012 Smile if the lawsuit is certified as a class action was not stated by the applicant. In July 2019, the Court dismissed the motion and in October 2019, an
appeal was filed with the Supreme Court.
|
4.
|
On September 24, 2017, a claim and a motion to certify the claim as a class action were filed against the Company and Partner Land-Line. The claim alleges that the infrastructure included
in the Company's plan does not support data speeds that the Company publishes to its customers. The applicant noted that it cannot estimate the total amount claimed in the lawsuit, should the lawsuit be certified as a class action. The
claim is still in its preliminary stage of the motion to be certified as a class action.
|
5.
|
On August 6, 2018, a claim and a motion to certify the claim as a class action were filed against the Company and 012 Smile and at a later date, following a revision to the motion, also
against Partner Land-Line. The claim alleges that the respondents unlawfully charge its customers different and higher rates for international calls that are not included in their tariff plans, than those set forth in its customer tariff
chart on the 012 Smile website. The applicants noted that it cannot estimate the total amount claimed in the lawsuit, should the lawsuit be certified as a class action. The claim is still in its preliminary stage of the motion to be
certified as a class action.
|
6.
|
On April 11, 2019, a claim and a motion to certify the claim as a class action were filed against the Company and additional telecommunication service companies. The claim alleges that the
Company, as well as the other respondents, breached their obligations under the law and their license and does not inform its customers as required regarding a free content filtering service and prioritizes a paid service over a free
service and the filtering service does not meet the legal requirements and those of the license and is ineffective. The total amount claimed against the respondents if the lawsuit is recognized as a class action, was not stated by the
applicants. The claim is still in its preliminary stage of the motion to be certified as a class action.
|
7.
|
On July 4, 2019, a claim and a motion to certify the claim as a class action were filed against the Company and two additional cellular operators. The claim alleges that the Company charges
its customers for voicemail service without receiving their prior express consent for this service and for its charge and without a contractual right. The total amount claimed against the respondents if the lawsuit is recognized as a class
action, was not stated by the applicants. The claim is still in its preliminary stage of the motion to be certified as a class action.
|
8.
|
On April 1, 2020, a claim and a motion to certify the claim as a class action were filed against the Company. The claim alleges that the Company unlawfully charges its customers for
anti-virus services that without their consent. The total amount claimed from the Company was not stated by the applicant but was estimated by the applicant to be at least tens of millions of NIS. The claim is still in its preliminary stage
of the motion to be certified as a class action.
|
9.
|
On November 26, 2020, a claim and a motion to certify the claim as a class action were filed against the Company and three of its subsidiaries. The claim alleges that the Company unlawfully
reduced the operating hours of its customer service centers. The total amount claimed against the Company if the lawsuit is recognized as a class action, was not stated by the applicants. The claim is still in its preliminary stage of the
motion to be certified as a class action.
|
10.
|
On January 25, 2021, a claim and a motion to certify the claim as a class action were filed against the Company. The claim alleges that the Company does not disclose interest rates to
customers that purchase items in credit transactions prior to the conclusion of the transaction. The total amount claimed against the Company was not stated by the applicant (however the claim was estimated by the applicant to be over NIS
2.5 million). The claim is still in its preliminary stage of the motion to be certified as a class action.
|
11.
|
On February 25, 2021, a claim and a motion to certify the claim as a class action were filed against the Company. The claim alleges, among others, that the Company provided its customers
with TV service for viewing through a free application, as an ancillary benefit to other services and that the Company began charging customers for the TV service upon the cancellation of the ancillary service. The total amount claimed
against the Company was not stated by the applicant (however the claim was estimated by the applicant to be over NIS 2.5 million). The claim is still in its preliminary stage of the motion to be certified as a class action.
|
• |
General.
|
• |
Taxation of Israeli Residents
|
•
|
Taxation of Non-Israeli Residents
|
•
|
Taxation of Investors Engaged in a Business of Trading Securities
|
•
|
Withholding at Source from Capital Gains from Traded Securities
|
• |
a citizen or individual resident of the United States for US federal income tax purposes;
|
• |
a corporation (or an entity taxable as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
|
• |
an estate whose income is subject to US federal income taxation regardless of its source; or
|
• |
a trust if (A) a US court is able to exercise primary supervision over the trust’s administration and (B) one or more US persons have the authority to control all of the trust’s substantial decisions.
|
As of December 31, (NIS equivalent
in millions, except percentages) |
||||||||||||||||
2019
|
2020
|
|||||||||||||||
Fair Value
|
Book Value
|
Fair Value
|
Book Value
|
|||||||||||||
NIS-denominated debt linked to the CPI
|
||||||||||||||||
Trade payables (1)
|
17
|
17
|
29
|
29
|
||||||||||||
Lease liabilities
|
619
|
613
|
699
|
699
|
||||||||||||
NIS-denominated debt not linked to the CPI
|
||||||||||||||||
Long-term variable interest Notes payable series D due 2021
|
219
|
218
|
110
|
109
|
||||||||||||
Weighted average interest rate payable
|
1.53
|
%
|
1.31
|
%
|
||||||||||||
Long-term fixed Notes payable series F due 2024
|
1,040
|
1,021
|
524
|
512
|
||||||||||||
Weighted average interest rate payable
|
2.16
|
%
|
2.16
|
%
|
||||||||||||
Long-term fixed Notes payable series G due 2027
|
383
|
350
|
939
|
824
|
||||||||||||
Weighted average interest rate payable
|
4
|
%
|
4
|
%
|
||||||||||||
Long-term borrowing bearing fixed interest
|
90
|
89
|
60
|
59
|
||||||||||||
Weighted average interest rate payable
|
2.38
|
%
|
2.38
|
%
|
||||||||||||
Long-term borrowing bearing fixed interest
|
105
|
102
|
82
|
79
|
||||||||||||
Weighted average interest rate payable
|
2.5
|
%
|
2.5
|
%
|
||||||||||||
Financial liability at fair value (1)
|
28
|
28
|
4
|
4
|
||||||||||||
Debt denominated in foreign currencies (1)
|
||||||||||||||||
Trade payables denominated in USD
|
194
|
194
|
92
|
92
|
||||||||||||
Trade payables denominated in other foreign currencies (mainly Euro)
|
12
|
12
|
11
|
11
|
||||||||||||
Lease liabilities denominated in USD
|
4
|
4
|
3
|
3
|
||||||||||||
Total
|
2,711
|
2,648
|
2,553
|
2,421
|
Change
|
Equity
|
Profit
|
||||||||||
New Israeli Shekels
in millions |
||||||||||||
December 31, 2020
|
||||||||||||
Increase in the USD of
|
10
|
%
|
(7
|
)
|
(7
|
)
|
||||||
Decrease in the USD of
|
(10
|
)%
|
7
|
7
|
Change
|
Equity
|
Profit
|
||||||||||
New Israeli Shekels
in millions |
||||||||||||
December 31, 2020
|
||||||||||||
Increase in the CPI of
|
2
|
%
|
(2
|
)
|
(2
|
)
|
||||||
Decrease in the CPI of
|
(2
|
)%
|
2
|
2
|
• |
pertain to the maintenance of our records that in reasonable detail accurately and fairly reflect our transactions during the year;
|
• |
provide reasonable assurance that our transactions are recorded as necessary to permit the preparation of our financial statements in accordance with generally accepted accounting principles;
|
• |
provide reasonable assurance that our receipts and expenditures are made only in accordance with authorizations of our management and Board of Directors (as appropriate); and
|
• |
provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
2019
|
2020
|
|||||||
(NIS
thousands) |
(NIS
thousands) |
|||||||
Audit Fees (1)
|
2,200
|
2,220
|
||||||
Audit-related Fees (2)
|
210
|
385
|
||||||
Tax Fees (3)
|
491
|
448
|
||||||
TOTAL
|
2,901
|
3,053
|
(1) |
Audit Fees consist of fees billed for the annual audit services engagement and other audit services, which are those services that only the external auditor can reasonably provide, and include the group audit; statutory audits; comfort
letters and consents; and assistance with and review of documents filed with the SEC.
|
(2) |
Audit-related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and include consultations concerning financial accounting and
reporting standards, as well as the purchase of an accounting database.
|
(3) |
Tax Fees include fees billed for tax compliance services, including the preparation of tax returns and claims for tax refund; tax consultations, such as assistance and representation in connection with tax audits and appeals, and
requests for rulings or technical advice from the taxing authority.
|
Page
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-3-F-4
|
CONSOLIDATED FINANCIAL STATEMENTS:
|
|
Statements of Financial Position
|
F5-F-6
|
Statements of Income
|
F-7
|
Statements of Comprehensive Income
|
F-8
|
Statements of Changes in Equity
|
F-9
|
Statements of Cash Flows
|
F-10-F-11
|
Notes to financial statements
|
F-12-F-87
|
**4.(a).9
|
Lease Agreement with Mivnei Taasia dated July 2, 1998
|
|
4.(a).14-60
|
[Reserved]
|
|
+++4.(a).65
|
[Reserved]
|
|
4.(a).68
|
[Reserved]
|
|
>>>>4.(a).69
|
[Reserved]
|
|
4.(a).70
|
[Reserved]
|
|
4.(a).71
|
[Reserved]
|
|
4.(a).74-97
|
[Reserved]
|
|
>>>>4.(b).2
|
[Reserved]
|
|
+>>>4.(b).3
|
[Reserved]
|
|
+>>6.
|
See note 2x to the consolidated financial statements for information explaining how earnings (loss) per share information was calculated.
|
|
**
|
Incorporated by reference to our registration statement on Form F-1 (No. 333-10992).
|
|
++
|
Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2002.
|
|
+++
|
Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2003.
|
|
^
|
Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2004.
|
|
^^
|
Incorporated by reference to our registration statement on Form F-6 (No. 333-132680).
|
|
^^^
|
Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2005.
|
|
^^^^
|
Incorporated by reference to our registration statement on Form F-6 (No. 333-177621).
|
|
>>
|
Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2007.
|
|
>>>>
|
Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2009.
|
|
>>>>>
|
Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2010.
|
|
+>
|
Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2011.
|
|
+>>
|
Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2012.
|
|
+>>>
|
Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2013.
|
|
+>>>>>
|
Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2015.
|
|
++**
|
Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2016
|
|
#
|
Confidential treatment requested.
|
Partner Communications Company Ltd.
|
||
By: /s/ Isaac Benbenisti
|
||
Isaac Benbenisti
|
||
Chief Executive Officer
|
||
March 25, 2021
|
||
By: /s/ Tamir Amar
|
||
Tamir Amar
|
||
Chief Financial Officer
|
||
March 25, 2021
|
Page
|
|
F - 3 - F - 4
|
|
CONSOLIDATED FINANCIAL STATEMENTS:
|
|
F - 5 - F - 6
|
|
F - 7
|
|
F - 8 | |
F - 9
|
|
F - 10 - F - 11
|
|
F - 12 - F - 87
|
New Israeli Shekels
|
Convenience translation into U.S. dollars (note 2b3) |
|||||||||||||||
December 31, | ||||||||||||||||
2019
|
2020
|
2020
|
||||||||||||||
Note
|
In millions
|
|||||||||||||||
CURRENT ASSETS
|
||||||||||||||||
Cash and cash equivalents
|
299
|
376
|
117
|
|||||||||||||
Short-term deposits
|
6
|
552
|
411
|
128
|
||||||||||||
Trade receivables
|
7
|
624
|
560
|
174
|
||||||||||||
Other receivables and prepaid expenses
|
39
|
46
|
14
|
|||||||||||||
Deferred expenses – right of use
|
12
|
26
|
26
|
8
|
||||||||||||
Inventories
|
8
|
124
|
77
|
24
|
||||||||||||
1,664
|
1,496
|
465
|
||||||||||||||
NON CURRENT ASSETS
|
||||||||||||||||
Long-term deposits
|
6
|
155
|
48
|
|||||||||||||
Trade receivables
|
7
|
250
|
232
|
72
|
||||||||||||
Deferred expenses – right of use
|
12
|
102
|
118
|
37
|
||||||||||||
Lease – right of use
|
19
|
582
|
663
|
206
|
||||||||||||
Property and equipment
|
10
|
1,430
|
1,495
|
465
|
||||||||||||
Intangible and other assets
|
11
|
538
|
521
|
162
|
||||||||||||
Goodwill
|
13
|
407
|
407
|
127
|
||||||||||||
Deferred income tax asset
|
25
|
41
|
29
|
9
|
||||||||||||
Prepaid expenses and other assets
|
1
|
9
|
3
|
|||||||||||||
3,351
|
3,629
|
1,129
|
||||||||||||||
TOTAL ASSETS
|
5,015
|
5,125
|
1,594
|
Isaac Benbenishti
|
Tamir Amar
|
Barry Ben-Zeev (Woolfson)
|
||
Chief Executive Officer
|
Chief Financial Officer &
|
Director
|
||
VP Fiber-Optics
|
New Israeli Shekels |
Convenience translation into U.S. dollars
(note 2b3) |
|||||||||||||||
December 31,
|
||||||||||||||||
2019
|
2020
|
2020
|
||||||||||||||
Note
|
In millions
|
|||||||||||||||
CURRENT LIABILITIES
|
||||||||||||||||
Current maturities of notes payable and borrowings
|
6,15
|
367
|
290
|
90
|
||||||||||||
Trade payables
|
716
|
666
|
207
|
|||||||||||||
Payables in respect of employees
|
103
|
58
|
18
|
|||||||||||||
Other payables (mainly institutions)
|
23
|
29
|
9
|
|||||||||||||
Income tax payable
|
30
|
27
|
8
|
|||||||||||||
Lease liabilities
|
19
|
131
|
120
|
37
|
||||||||||||
Deferred revenues from HOT mobile
|
9,22
|
31
|
31
|
10
|
||||||||||||
Other deferred revenues
|
22
|
45
|
100
|
31
|
||||||||||||
Provisions
|
14
|
43
|
13
|
4
|
||||||||||||
1,489
|
1,334
|
414
|
||||||||||||||
NON CURRENT LIABILITIES
|
||||||||||||||||
Notes payable
|
6,15
|
1,275
|
1,219
|
379
|
||||||||||||
Borrowings from banks
|
6,15
|
138
|
86
|
27
|
||||||||||||
Financial liability at fair value
|
6,15
|
28
|
4
|
1
|
||||||||||||
Liability for employee rights upon retirement, net
|
16
|
43
|
42
|
13
|
||||||||||||
Lease liabilities
|
19
|
486
|
582
|
181
|
||||||||||||
Deferred revenues from HOT mobile
|
9,22
|
102
|
71
|
22
|
||||||||||||
Provisions and other non-current liabilities
|
14,22
|
37
|
64
|
21
|
||||||||||||
2,109
|
2,068
|
644
|
||||||||||||||
TOTAL LIABILITIES
|
3,598
|
3,402
|
1,058
|
|||||||||||||
EQUITY
|
21
|
|||||||||||||||
Share capital – ordinary shares of NIS 0.01 par value:
|
||||||||||||||||
authorized – December 31, 2019 and 2020 – 235,000,000
|
||||||||||||||||
shares; issued and outstanding -
|
2
|
2
|
1
|
|||||||||||||
December 31, 2019 – *162,915,990 shares
|
||||||||||||||||
December 31, 2020 – *182,826,973 shares
|
||||||||||||||||
Capital surplus
|
1,077
|
1,311
|
408
|
|||||||||||||
Accumulated retained earnings
|
576
|
606
|
188
|
|||||||||||||
Treasury shares, at cost –
|
||||||||||||||||
December 31, 2019 – **8,275,837 shares
|
||||||||||||||||
December 31, 2020 – **7,741,784 shares
|
(238
|
)
|
(196
|
)
|
(61
|
)
|
||||||||||
TOTAL EQUITY
|
1,417
|
1,723
|
536
|
|||||||||||||
TOTAL LIABILITIES AND EQUITY
|
5,015
|
5,125
|
1,594
|
Convenience
|
||||||||||||||||||||
translation
|
||||||||||||||||||||
into U.S. dollars
|
||||||||||||||||||||
New Israeli Shekels
|
(note 2b3)
|
|||||||||||||||||||
Year ended December 31,
|
||||||||||||||||||||
2018**
|
|
2019
|
2020
|
2020
|
||||||||||||||||
Note
|
In millions (except earnings per share)
|
|||||||||||||||||||
Revenues, net
|
5,22
|
3,259
|
3,234
|
3,189
|
992
|
|||||||||||||||
Cost of revenues
|
5,22
|
2,700
|
2,707
|
2,664
|
829
|
|||||||||||||||
Gross profit
|
559
|
527
|
525
|
163
|
||||||||||||||||
Selling and marketing expenses
|
22
|
293
|
301
|
291
|
90
|
|||||||||||||||
General and administrative expenses
|
22
|
148
|
149
|
145
|
45
|
|||||||||||||||
Credit losses
|
7
|
30
|
18
|
23
|
7
|
|||||||||||||||
Other income, net
|
23
|
28
|
28
|
30
|
9
|
|||||||||||||||
Operating profit
|
116
|
87
|
96
|
30
|
||||||||||||||||
Finance income
|
24
|
2
|
7
|
8
|
2
|
|||||||||||||||
Finance expenses
|
24
|
55
|
75
|
77
|
24
|
|||||||||||||||
Finance costs, net
|
24
|
53
|
68
|
69
|
22
|
|||||||||||||||
Profit before income tax
|
63
|
19
|
27
|
8
|
||||||||||||||||
Income tax expenses
|
25
|
7
|
*
|
10
|
3
|
|||||||||||||||
Profit for the year
|
56
|
19
|
17
|
5
|
||||||||||||||||
Attributable to:
|
||||||||||||||||||||
Owners of the Company
|
57
|
19
|
17
|
5
|
||||||||||||||||
Non-controlling interests
|
(1
|
)
|
*
|
|||||||||||||||||
Profit for the year
|
56
|
19
|
17
|
5
|
||||||||||||||||
Earnings per share
|
||||||||||||||||||||
Basic
|
27
|
0.34
|
0.12
|
0.09
|
0.03
|
|||||||||||||||
Diluted
|
27
|
0.34
|
0.12
|
0.09
|
0.03
|
New Israeli Shekels
|
Convenience translation into U.S. dollars
(note 2b3)
|
|||||||||||||||||||
Year ended December 31,
|
||||||||||||||||||||
2018**
|
|
2019
|
2020
|
2020
|
||||||||||||||||
Note
|
In millions
|
|||||||||||||||||||
Profit for the year
|
56
|
19
|
17
|
5
|
||||||||||||||||
Other comprehensive income, items
|
||||||||||||||||||||
that will not be reclassified to profit or loss
|
||||||||||||||||||||
Remeasurements of post-employment benefit
|
||||||||||||||||||||
obligations
|
16
|
1
|
(2
|
)
|
1
|
*
|
||||||||||||||
Income taxes relating to remeasurements of
|
||||||||||||||||||||
post-employment benefit obligations
|
25
|
*
|
*
|
*
|
*
|
|||||||||||||||
Other comprehensive income (loss)
|
||||||||||||||||||||
for the year, net of income taxes
|
1
|
(2
|
)
|
1
|
*
|
|||||||||||||||
TOTAL COMPREHENSIVE INCOME
|
||||||||||||||||||||
FOR THE YEAR
|
57
|
17
|
18
|
5
|
||||||||||||||||
Total comprehensive income attributable to:
|
||||||||||||||||||||
Owners of the Company
|
58
|
17
|
18
|
5
|
||||||||||||||||
Non-controlling interests
|
(1
|
)
|
*
|
|||||||||||||||||
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
|
57
|
17
|
18
|
5
|
Share capital
|
Non-controlling
|
|||||||||||||||||||||||||||||||
Number of
|
Capital
|
Accumulated
|
Treasury
|
|||||||||||||||||||||||||||||
Shares**
|
Amount
|
surplus
|
earnings
|
shares
|
Total
|
interests
|
Total equity
|
|||||||||||||||||||||||||
NIS In millions
|
||||||||||||||||||||||||||||||||
New Israeli Shekels:
|
||||||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2018
|
168,243,913
|
2
|
1,164
|
491
|
(223
|
)
|
1,434
|
1,434
|
||||||||||||||||||||||||
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2018
|
||||||||||||||||||||||||||||||||
Profit for the year
|
56
|
56
|
(1
|
)
|
55
|
|||||||||||||||||||||||||||
Other comprehensive income for the year, net of income taxes
|
1
|
1
|
1
|
|||||||||||||||||||||||||||||
Exercise of options and vesting of restricted shares granted to employees
|
886,072
|
(62
|
)
|
62
|
||||||||||||||||||||||||||||
Employee share-based compensation expenses
|
15
|
15
|
15
|
|||||||||||||||||||||||||||||
Acquisition of treasury shares (note 21)
|
(6,501,588
|
)
|
(100
|
)
|
(100
|
)
|
(100
|
)
|
||||||||||||||||||||||||
Non-controlling interests on acquisition of subsidiary
|
1
|
1
|
||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2018
|
162,628,397
|
2
|
1,102
|
563
|
(261
|
)
|
1,406
|
*
|
1,406
|
|||||||||||||||||||||||
Adoption of IFRS 16 (notes 2 and 19)
|
(21
|
)
|
(21
|
)
|
(21
|
)
|
||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2019
|
162,628,397
|
2
|
1,102
|
542
|
(261
|
)
|
1,385
|
*
|
1,385
|
|||||||||||||||||||||||
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2019
|
||||||||||||||||||||||||||||||||
Profit for the year
|
19
|
19
|
*
|
19
|
||||||||||||||||||||||||||||
Other comprehensive loss for the year, net of income taxes
|
(2
|
)
|
(2
|
)
|
(2
|
)
|
||||||||||||||||||||||||||
Exercise of options and vesting of restricted shares granted to employees
|
287,593
|
(23
|
)
|
23
|
||||||||||||||||||||||||||||
Employee share-based compensation expenses
|
17
|
17
|
17
|
|||||||||||||||||||||||||||||
Transactions with non-controlling interests
|
(2
|
)
|
(2
|
)
|
*
|
(2
|
)
|
|||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2019
|
162,915,990
|
2
|
1,077
|
576
|
(238
|
)
|
1,417
|
-
|
1,417
|
|||||||||||||||||||||||
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2020
|
||||||||||||||||||||||||||||||||
Profit for the year
|
17
|
17
|
17
|
|||||||||||||||||||||||||||||
Other comprehensive income for the year, net of income taxes
|
1
|
1
|
1
|
|||||||||||||||||||||||||||||
Issuance of shares to shareholders (see note 21)
|
19,330,183
|
*
|
276***
|
|
276
|
276
|
||||||||||||||||||||||||||
Exercise of options and vesting of restricted shares granted to employees
|
580,800
|
(42
|
)
|
42
|
||||||||||||||||||||||||||||
Employee share-based compensation expenses
|
12
|
12
|
12
|
|||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2020
|
182,826,973
|
2
|
1,311
|
606
|
(196
|
)
|
1,723
|
-
|
1,723
|
|||||||||||||||||||||||
Convenience translation into U.S. Dollars (note 2b3):
|
||||||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2020
|
162,915,990
|
1
|
335
|
179
|
(74
|
)
|
441
|
-
|
441
|
|||||||||||||||||||||||
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2020
|
||||||||||||||||||||||||||||||||
Profit for the year
|
5
|
5
|
5
|
|||||||||||||||||||||||||||||
Other comprehensive income for the year, net of income taxes
|
*
|
*
|
*
|
|||||||||||||||||||||||||||||
Issuance of shares to shareholders (see note 21)
|
19,330,183
|
*
|
86***
|
|
86
|
86
|
||||||||||||||||||||||||||
Exercise of options and vesting of restricted shares granted to employees
|
580,800
|
(13
|
)
|
13
|
||||||||||||||||||||||||||||
Employee share-based compensation expenses
|
4
|
4
|
4
|
|||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2020
|
182,826,973
|
1
|
408
|
188
|
(61
|
)
|
536
|
-
|
536
|
New Israeli Shekels
|
Convenience translation into U.S. dollars
(note 2b3)
|
|||||||||||||||||||
Year ended December 31,
|
||||||||||||||||||||
2018**
|
|
2019
|
2020
|
2020
|
||||||||||||||||
Note
|
In millions
|
|||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||||||||||
Cash generated from operations (Appendix)
|
627
|
838
|
787
|
244
|
||||||||||||||||
Income tax paid
|
25
|
(2
|
)
|
(1
|
)
|
(1
|
)
|
*
|
||||||||||||
Net cash provided by operating activities
|
625
|
837
|
786
|
244
|
||||||||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||||||||||
Acquisition of property and equipment
|
(343
|
)
|
(462
|
)
|
(409
|
)
|
(127
|
)
|
||||||||||||
Acquisition of intangible and other assets
|
(159
|
)
|
(167
|
)
|
(164
|
)
|
(51
|
)
|
||||||||||||
Acquisition of a business, net of cash acquired
|
(3
|
)
|
||||||||||||||||||
Proceeds from (investment in) deposits, net
|
150
|
(552
|
)
|
(14
|
)
|
(4
|
)
|
|||||||||||||
Interest received
|
24
|
1
|
1
|
6
|
2
|
|||||||||||||||
Consideration received from sales of property and equipment
|
23
|
3
|
2
|
*
|
*
|
|||||||||||||||
Payment for acquisition of subsidiary, net of cash acquired
|
(3
|
)
|
||||||||||||||||||
Net cash used in investing activities
|
(351
|
)
|
(1,181
|
)
|
(581
|
)
|
(180
|
)
|
||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||||||||||
Lease principal payments
|
19
|
(139
|
)
|
(129
|
)
|
(40
|
)
|
|||||||||||||
Lease interest payments
|
19
|
(20
|
)
|
(18
|
)
|
(6
|
)
|
|||||||||||||
Share issuance, net of issuance costs
|
21
|
276
|
86
|
|||||||||||||||||
Acquisition of treasury shares
|
21
|
(100
|
)
|
|||||||||||||||||
Proceeds from issuance of notes payable, net of issuance costs
|
6,15
|
150
|
562
|
466
|
145
|
|||||||||||||||
Proceeds from issuance of option warrants exercisable for notes payables
|
15
|
37
|
||||||||||||||||||
Interest paid
|
24
|
(69
|
)
|
(37
|
)
|
(49
|
)
|
(15
|
)
|
|||||||||||
Repayment of non-current borrowings
|
15
|
(382
|
)
|
(52
|
)
|
(52
|
)
|
(16
|
)
|
|||||||||||
Repayment of current borrowings
|
(13
|
)
|
||||||||||||||||||
Repayment of notes payable
|
15
|
(324
|
)
|
(109
|
)
|
(620
|
)
|
(193
|
)
|
|||||||||||
Settlement of contingent consideration
|
(2
|
)
|
(1
|
)
|
||||||||||||||||
Transactions with non-controlling interests
|
(2
|
)
|
||||||||||||||||||
Net cash provided by (used in) financing activities
|
(725
|
)
|
227
|
(128
|
)
|
(40
|
)
|
|||||||||||||
INCREASE (DECREASE) IN CASH AND CASH
|
||||||||||||||||||||
EQUIVALENTS
|
(451
|
)
|
(117
|
)
|
77
|
24
|
||||||||||||||
CASH AND CASH EQUIVALENTS AT BEGINNING
|
||||||||||||||||||||
OF YEAR
|
867
|
416
|
299
|
93
|
||||||||||||||||
CASH AND CASH EQUIVALENTS AT END OF
|
||||||||||||||||||||
YEAR
|
416
|
299
|
376
|
117
|
New Israeli Shekels |
Convenience translation into
U.S. dollars (note 2b3)
|
|||||||||||||||||||
Year ended December 31,
|
||||||||||||||||||||
2018**
|
|
2019
|
2020
|
2020
|
||||||||||||||||
Note
|
In millions
|
|||||||||||||||||||
Cash generated from operations:
|
||||||||||||||||||||
Profit for the year
|
56
|
19
|
17
|
5
|
||||||||||||||||
Adjustments for:
|
||||||||||||||||||||
Depreciation and amortization
|
10,11
|
545
|
723
|
683
|
212
|
|||||||||||||||
Amortization of deferred expenses - Right of use
|
12
|
47
|
28
|
31
|
10
|
|||||||||||||||
Employee share based compensation expenses
|
21
|
15
|
17
|
12
|
4
|
|||||||||||||||
Liability for employee rights upon retirement, net
|
16
|
1
|
1
|
(1
|
)
|
*
|
||||||||||||||
Finance costs, net
|
24
|
(7
|
)
|
5
|
(2
|
)
|
(1
|
)
|
||||||||||||
Lease interest payments
|
19
|
20
|
18
|
6
|
||||||||||||||||
Interest paid
|
24
|
69
|
37
|
49
|
15
|
|||||||||||||||
Interest received
|
24
|
(1
|
)
|
(1
|
)
|
(6
|
)
|
(2
|
)
|
|||||||||||
Deferred income taxes
|
25
|
16
|
4
|
12
|
4
|
|||||||||||||||
Income tax paid
|
25
|
2
|
1
|
1
|
*
|
|||||||||||||||
Capital loss from property and equipment
|
*
|
(2
|
)
|
*
|
*
|
|||||||||||||||
Changes in operating assets and liabilities:
|
||||||||||||||||||||
Decrease (increase) in accounts receivable:
|
||||||||||||||||||||
Trade
|
7
|
124
|
42
|
82
|
26
|
|||||||||||||||
Other
|
16
|
(1
|
)
|
(6
|
)
|
(2
|
)
|
|||||||||||||
Increase (decrease) in accounts payable and accruals:
|
||||||||||||||||||||
Trade
|
(69
|
)
|
63
|
(57
|
)
|
(18
|
)
|
|||||||||||||
Other payables
|
(18
|
)
|
12
|
(37
|
)
|
(12
|
)
|
|||||||||||||
Provisions
|
14
|
(11
|
)
|
(21
|
)
|
(30
|
)
|
(9
|
)
|
|||||||||||
Deferred revenues from HOT mobile
|
9
|
(31
|
)
|
(31
|
)
|
(31
|
)
|
(10
|
)
|
|||||||||||
Other deferred revenues
|
*
|
4
|
55
|
17
|
||||||||||||||||
Increase in deferred expenses - Right of use
|
12
|
(107
|
)
|
(51
|
)
|
(47
|
)
|
(15
|
)
|
|||||||||||
Current income tax
|
25
|
(15
|
)
|
(5
|
)
|
(3
|
)
|
(1
|
)
|
|||||||||||
Decrease (increase) in inventories
|
8
|
(5
|
)
|
(26
|
)
|
47
|
15
|
|||||||||||||
Cash generated from operations:
|
627
|
838
|
787
|
244
|
(1) |
Expected credit losses – see note 7(b).
|
(2) |
Impairment tests - see note 13(2).
|
(3) |
Other critical accounting estimates and judgments: the Company reviewed its other critical accounting estimates and judgments and determined that they were not materially affected, see note 4.
|
Type of services
|
Area of service
|
License owner
|
Granted by
|
License valid through
|
Guarantees made
(NIS millions) |
|
(1)
|
Cellular
|
Israel
|
Partner Communications Company Ltd.
|
MOC
|
Feb, 2022
|
21*
|
(2)
|
Cellular
|
West Bank
|
Partner Communications Company Ltd.
|
CA
|
Feb, 2022
|
4
|
(3)
|
Cellular infrastructure
|
Israel
|
P.H.I Networks (2015) Lp.
|
MOC
|
Aug, 2025
|
|
(4)
|
ISP
|
Israel
|
Partner Communications Company Ltd.
|
MOC
|
Mar, 2023
|
|
(5)
|
ISP
|
West Bank
|
Partner Communications Company Ltd.
|
CA
|
Mar, 2023
|
|
(6)
|
Fixed
(incl. ISP, ILD, NTP) |
Israel
|
Partner Land-line Communication Solutions - Limited Partnership
|
MOC
|
Jan, 2027
|
2
|
(7)
|
Fixed
(incl. ISP, ILD, NTP) |
West Bank
|
Partner Land-line Communication Solutions - Limited Partnership
|
CA
|
Jan, 2027
|
0.25
|
a. |
Basis of preparation of the financial statements
|
(1) |
Basis of preparation
|
(2) |
Use of estimates and judgments
|
b. |
Foreign currency translations
|
c. |
Interests in other entities
|
◾ |
012 Smile Telecom Ltd.
|
◾ |
012 Telecom Ltd.
|
◾ |
Partner Land-Line Communication Solutions - Limited Partnership
|
◾ |
Partner Future Communications 2000 Ltd. ("PFC")
|
◾ |
Get Cell Communication Products Limited Partnership
|
◾ |
Partner Business Communications Solution - Limited Partnership – not active
|
◾ |
Iconz Holdings Ltd.
|
d. |
Inventories
|
e. |
Property and equipment
|
e. |
Property and equipment (continued)
|
years
|
|
Communications network:
|
|
Physical layer and infrastructure
|
10 - 25 (mainly 15, 10)
|
Other Communication network
|
3 - 15 (mainly 5, 10, 15)
|
Computers, software and hardware for
|
|
information systems
|
3-10 (mainly 3-5)
|
Office furniture and equipment
|
7-15
|
Optic fibers and related assets
|
7-25 (mainly 25)
|
Subscribers equipment and installations
|
2 - 5
|
Property
|
25
|
f. |
Licenses and other intangible assets
|
(1) |
Licenses costs and amortization (see also note 1(c)):
|
(a) |
The licenses to operate cellular communication services were recognized at cost. Borrowing costs which served to finance the license fee - incurred until the commencement of utilization of the license - were capitalized to cost of the
license.
|
(b) |
Partner Land-line Communication solutions – limited partnership's license for providing fixed-line communication services is stated at cost.
|
f. |
Licenses and other intangible assets (continued)
|
(2) |
Computer software:
|
(3) |
Customer relationships:
|
(4) |
Capitalization of costs to obtaining customers contracts:
|
g. |
Deferred expenses - Right Of Use (ROU)
|
h. |
Goodwill
|
i. |
Impairment tests of non-financial assets with finite useful economic lives
|
j. |
Financial instruments
|
(1) |
FVTPL category:
|
k. |
Employee benefits
|
1. |
Defined contribution plan
|
l. |
Share based payments
|
m. |
Provisions
|
(1) |
In the ordinary course of business, the Group is involved in a number of lawsuits and litigations. The costs that may result from these lawsuits are only accrued for when it is probable that a liability, resulting from past events,
will be incurred and the amount of that liability can be quantified or estimated within a reasonable range. The amount of the provisions recorded is based on a case-by-case assessment of the risk level, and events arising during the
course of legal proceedings that may require a reassessment of this risk, and where applicable discounted at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the
liability. The Group's assessment of risk is based both on the advice of legal counsel and on the Group's estimate of the probable settlements amount that are expected to be incurred, if any. See also note 20.
|
(2) |
The Company is required to incur certain costs in respect of a liability to dismantle and remove assets and to restore sites on which the assets were located. The dismantling costs are calculated according to best estimate of future
expected payments discounted at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as
finance costs.
|
(3) |
Provisions for equipment warranties include obligations to customers in respect of equipment sold. Where there are a number of similar obligations, the likelihood that an outflow will be required in a settlement is determined by
considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any item included in the same class of obligations may be small.
|
n. |
Revenues
|
1) |
Identifying the contract with the customer.
|
2) |
Identifying separate performance obligations in the contract.
|
3) |
Determining the transaction price.
|
4) |
Allocating the transaction price to separate performance obligations.
|
5) |
Recognizing revenue when the performance obligations are satisfied.
|
(a) |
Goods or services (or a bundle of goods or services) that are distinct; or
|
(b) |
A series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer.
|
o. |
Leases
|
• |
Non-lease components: practical expedient by class of underlying asset not to separate non-lease components (services) from lease components and, instead, account for each lease component and any
associated non lease components as a single lease component.
|
• |
Discount rate: The lease payments are discounted using the lessee’s incremental borrowing rate, since the interest rate implicit in the lease cannot be readily determined. The lessee’s
incremental borrowing rate is the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and
conditions. However, the Group is using the practical expedient of accounting together a portfolio of leases with similar characteristics provided that it is reasonably expected that the effects on the financial statements of applying
this standard to the portfolio would not differ materially from applying this Standard to the individual leases within that portfolio. And using a single discount rate to a portfolio of leases with reasonably similar characteristics (such
as leases with a similar remaining lease term for a similar class of underlying asset in a similar economic environment). The discount rates were estimated by management with the assistance of an independent external expert.
|
• |
Low-value leases: The low-value leases practical expedient is applied and these leases are recognized on a straight-line basis as expense in profit or loss.
|
• |
fixed payments (including in-substance fixed payments), less any lease incentives receivable
|
• |
variable lease payment that are based on an index or a rate (such as CPI)
|
• |
amounts expected to be payable by the lessee under residual value guarantees
|
• |
the exercise price of a purchase option if the lessee is reasonably certain to exercise that option
|
• |
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option, and
|
• |
lease payments (principal and interest) to be made under reasonably certain extension options
|
• |
the amount of the initial measurement of lease liability
|
• |
any lease payments made at or before the commencement date less any lease incentives received
|
• |
any initial direct costs (except for initial application), and
|
• |
restoration costs
|
p. |
Tax expenses
|
q. |
Share capital
|
r. |
Earnings Per Share (EPS)
|
s. |
Government grants
|
|
(1) |
Assessing the useful lives of non-financial assets:
|
March 31, 2020
|
|
Terminal growth rate
|
1.0%
|
After-tax discount rate
|
8.25%
|
Pre-tax discount rate
|
9.9%
|
Terminal growth rate
|
1.0
|
%
|
||
After-tax discount rate
|
7.5
|
%
|
||
Pre-tax discount rate
|
9.0
|
%
|
(4) |
Assessing impairment of financial assets:
|
(5) |
Considering the likelihood of contingent losses and quantifying possible legal settlements:
|
New Israeli Shekels
|
||||||||||||||||
Year ended December 31, 2020
|
||||||||||||||||
In millions
|
||||||||||||||||
Cellular segment
|
Fixed-line segment
|
Elimination
|
Consolidated
|
|||||||||||||
Segment revenue - Services
|
1,647
|
861
|
2,508
|
|||||||||||||
Inter-segment revenue - Services
|
16
|
132
|
(148
|
)
|
||||||||||||
Segment revenue - Equipment
|
545
|
136
|
681
|
|||||||||||||
Total revenues
|
2,208
|
1,129
|
(148
|
)
|
3,189
|
|||||||||||
Segment cost of revenues - Services
|
1,272
|
856
|
2,128
|
|||||||||||||
Inter-segment cost of revenues- Services
|
131
|
17
|
(148
|
)
|
||||||||||||
Segment cost of revenues - Equipment
|
451
|
85
|
536
|
|||||||||||||
Cost of revenues
|
1,854
|
958
|
(148
|
)
|
2,664
|
|||||||||||
Gross profit
|
354
|
171
|
525
|
|||||||||||||
Operating expenses (3)
|
300
|
159
|
459
|
|||||||||||||
Other income, net
|
19
|
11
|
30
|
|||||||||||||
Operating profit
|
73
|
23
|
96
|
|||||||||||||
Adjustments to presentation of segment
|
||||||||||||||||
Adjusted EBITDA
|
||||||||||||||||
–Depreciation and amortization
|
450
|
264
|
||||||||||||||
–Other (1)
|
10
|
2
|
||||||||||||||
Segment Adjusted EBITDA (2)
|
533
|
289
|
New Israeli
Shekels
|
||||
Year ended December 31, 2020
|
||||
In millions
|
||||
Reconciliation of segments subtotal Adjusted EBITDA to profit for the year
|
||||
Segments subtotal Adjusted EBITDA (2)
|
822
|
|||
Depreciation and amortization
|
(714
|
)
|
||
Finance costs, net
|
(69
|
)
|
||
Income tax expenses
|
(10
|
)
|
||
Other (1)
|
(12
|
)
|
||
Profit for the year
|
17
|
New Israeli Shekels
|
||||||||||||||||
Year ended December 31, 2019
|
||||||||||||||||
In millions
|
||||||||||||||||
Cellular segment
|
Fixed-line segment
|
Elimination
|
Consolidated
|
|||||||||||||
Segment revenue - Services
|
1,783
|
777
|
2,560
|
|||||||||||||
Inter-segment revenue - Services
|
15
|
148
|
(163
|
)
|
||||||||||||
Segment revenue - Equipment
|
571
|
103
|
674
|
|||||||||||||
Total revenues
|
2,369
|
1,028
|
(163
|
)
|
3,234
|
|||||||||||
Segment cost of revenues - Services
|
1,367
|
810
|
2,177
|
|||||||||||||
Inter-segment cost of revenues- Services
|
147
|
16
|
(163
|
)
|
||||||||||||
Segment cost of revenues - Equipment
|
464
|
66
|
530
|
|||||||||||||
Cost of revenues
|
1,978
|
892
|
(163
|
)
|
2,707
|
|||||||||||
Gross profit
|
391
|
136
|
527
|
|||||||||||||
Operating expenses (3)
|
334
|
134
|
468
|
|||||||||||||
Other income, net
|
20
|
8
|
28
|
|||||||||||||
Operating profit
|
77
|
10
|
87
|
|||||||||||||
Adjustments to presentation of segment
|
||||||||||||||||
Adjusted EBITDA
|
||||||||||||||||
–Depreciation and amortization
|
542
|
209
|
||||||||||||||
–Other (1)
|
16
|
(1
|
)
|
|||||||||||||
Segment Adjusted EBITDA (2)
|
635
|
218
|
New Israeli
Shekels
|
||||
Year ended December 31, 2019
|
||||
In millions
|
||||
Reconciliation of segments subtotal Adjusted EBITDA to profit for the year
|
||||
Segments subtotal Adjusted EBITDA (2)
|
853
|
|||
Depreciation and amortization
|
(751
|
)
|
||
Finance costs, net
|
(68
|
)
|
||
Income tax expenses
|
*
|
|||
Other (1)
|
(15
|
)
|
||
Profit for the year
|
19
|
New Israeli Shekels
|
||||||||||||||||
Year ended December 31, 2018*
|
||||||||||||||||
In millions
|
||||||||||||||||
Cellular segment
|
Fixed-line segment
|
Elimination
|
Consolidated
|
|||||||||||||
Segment revenue - Services
|
1,827
|
697
|
2,524
|
|||||||||||||
Inter-segment revenue - Services
|
16
|
155
|
(171
|
)
|
||||||||||||
Segment revenue - Equipment
|
643
|
92
|
735
|
|||||||||||||
Total revenues
|
2,486
|
944
|
(171
|
)
|
3,259
|
|||||||||||
Segment cost of revenues - Services
|
1,435
|
696
|
2,131
|
|||||||||||||
Inter-segment cost of revenues- Services
|
154
|
17
|
(171
|
)
|
||||||||||||
Segment cost of revenues - Equipment
|
509
|
60
|
569
|
|||||||||||||
Cost of revenues
|
2,098
|
773
|
(171
|
)
|
2,700
|
|||||||||||
Gross profit
|
388
|
171
|
559
|
|||||||||||||
Operating expenses (3)
|
343
|
128
|
471
|
|||||||||||||
Other income, net
|
23
|
5
|
28
|
|||||||||||||
Operating profit
|
68
|
48
|
116
|
|||||||||||||
Adjustments to presentation of segment
|
||||||||||||||||
Adjusted EBITDA
|
||||||||||||||||
–Depreciation and amortization
|
442
|
150
|
||||||||||||||
–Other (1)
|
14
|
|||||||||||||||
Segment Adjusted EBITDA (2)
|
524
|
198
|
New Israeli
Shekels |
||||
Year ended December 31, 2018
|
||||
In millions
|
||||
Reconciliation of segments subtotal Adjusted EBITDA to profit for the year
|
||||
Segments subtotal Adjusted EBITDA (2)
|
722
|
|||
Depreciation and amortization
|
(592
|
)
|
||
Finance costs, net
|
(53
|
)
|
||
Income tax expenses
|
(7
|
)
|
||
Other (1)
|
(14
|
)
|
||
Profit for the year
|
56
|
(1) |
Mainly amortization of employee share based compensation.
|
(2) |
Adjusted EBITDA as reviewed by the CODM represents Earnings before Interest (finance costs, net), Taxes, Depreciation and Amortization (including amortization of intangible assets, deferred expenses-right of use and impairment charges)
and Other expenses (mainly amortization of share based compensation). Adjusted EBITDA is not a financial measure under IFRS and may not be comparable to other similarly titled measures for other companies. Adjusted EBITDA may not be
indicative of the Group's historic operating results nor is it meant to be predictive of potential future results. The usage of the term "Adjusted EBITDA" is to highlight the fact that the Amortization includes amortization of deferred
expenses – right of use and amortization of employee share based compensation and impairment charges.
|
(3) |
Operating expenses include selling and marketing expenses, general and administrative expenses and credit losses.
|
a. |
Financial risk factors
|
Exchange
|
Exchange
|
|||||||||||
rate of one
|
rate of one
|
Israeli
|
||||||||||
Dollar
|
Euro
|
CPI*
|
||||||||||
At December 31:
|
||||||||||||
2020
|
NIS 3.215
|
NIS 3.944
|
223.11 points
|
|||||||||
2019
|
NIS 3.456
|
NIS 3.878
|
224.67 points
|
|||||||||
2018
|
NIS 3.748
|
NIS 4.292
|
223.33 points
|
|||||||||
Increase (decrease) during the year:
|
||||||||||||
2020
|
(7.0
|
)%
|
1.7
|
%
|
(0.7
|
)%
|
||||||
2019
|
(7.8
|
)%
|
(9.6
|
)%
|
0.6
|
%
|
||||||
2018
|
8.1
|
%
|
3.3
|
%
|
0.8
|
%
|
December 31, 2020
|
||||||||||||||||||||
In or linked to USD
|
In or linked to other foreign currencies
(mainly EURO) |
NIS unlinked |
Linked to the CPI |
Total
|
||||||||||||||||
New Israeli Shekels in millions
|
||||||||||||||||||||
Current assets
|
||||||||||||||||||||
Cash and cash equivalents
|
2
|
4
|
370
|
376
|
||||||||||||||||
Short term deposits
|
411
|
411
|
||||||||||||||||||
Trade receivables*
|
29
|
7
|
524
|
560
|
||||||||||||||||
Other receivables
|
7
|
7
|
||||||||||||||||||
Non- current assets
|
||||||||||||||||||||
Long term deposits
|
155
|
155
|
||||||||||||||||||
Trade receivables
|
232
|
232
|
||||||||||||||||||
Total assets
|
31
|
11
|
1,699
|
-
|
1,741
|
|||||||||||||||
Current liabilities
|
||||||||||||||||||||
Current maturities of notes payable and
|
||||||||||||||||||||
borrowings
|
290
|
290
|
||||||||||||||||||
Trade payables*
|
92
|
11
|
534
|
29
|
666
|
|||||||||||||||
Payables in respect of employees
|
52
|
52
|
||||||||||||||||||
Other payables
|
18
|
18
|
||||||||||||||||||
Lease liabilities
|
1
|
119
|
120
|
|||||||||||||||||
Non- current liabilities
|
||||||||||||||||||||
Notes payable
|
1,219
|
1,219
|
||||||||||||||||||
Borrowings from banks
|
86
|
86
|
||||||||||||||||||
Financial liability at fair value
|
4
|
4
|
||||||||||||||||||
Other non-current liabilities
|
30
|
30
|
||||||||||||||||||
Lease liabilities
|
2
|
580
|
582
|
|||||||||||||||||
Total liabilities
|
95
|
11
|
2,233
|
728
|
3,067
|
In or linked to foreign currencies
|
||||
New Israeli Shekels in millions
|
||||
*Accounts that were set-off under enforceable netting arrangements
|
||||
Trade receivables gross amounts
|
104
|
|||
Set-off
|
(68
|
)
|
||
Trade receivables, net
|
36
|
|||
Trade payables gross amounts
|
171
|
|||
Set-off
|
(68
|
)
|
||
Trade payables, net
|
103
|
December 31, 2019
|
||||||||||||||||||||
In or linked to USD
|
In or linked to other foreign currencies
(mainly EURO) |
NIS unlinked
|
Linked to the CPI
|
Total
|
||||||||||||||||
New Israeli Shekels in millions
|
||||||||||||||||||||
Current assets
|
||||||||||||||||||||
Cash and cash equivalents
|
35
|
264
|
299
|
|||||||||||||||||
Short term deposits
|
552
|
552
|
||||||||||||||||||
Trade receivables*
|
45
|
12
|
567
|
624
|
||||||||||||||||
Other receivables
|
15
|
15
|
||||||||||||||||||
Non- current assets
|
||||||||||||||||||||
Trade receivables
|
250
|
250
|
||||||||||||||||||
Total assets
|
80
|
12
|
1,648
|
-
|
1,740
|
|||||||||||||||
Current liabilities
|
||||||||||||||||||||
Current maturities of notes payable and
|
||||||||||||||||||||
borrowings
|
366
|
366
|
||||||||||||||||||
Trade payables*
|
194
|
12
|
493
|
17
|
716
|
|||||||||||||||
Payables in respect of employees
|
79
|
79
|
||||||||||||||||||
Other payables
|
12
|
12
|
||||||||||||||||||
Lease liabilities
|
1
|
130
|
131
|
|||||||||||||||||
Non- current liabilities
|
||||||||||||||||||||
Notes payable
|
1,276
|
1,276
|
||||||||||||||||||
Borrowings from banks
|
138
|
138
|
||||||||||||||||||
Financial liability at fair value
|
28
|
28
|
||||||||||||||||||
Lease liabilities
|
3
|
483
|
486
|
|||||||||||||||||
Total liabilities
|
198
|
12
|
2,392
|
630
|
3,232
|
In or linked to foreign currencies
|
||||
New Israeli Shekels in millions
|
||||
*Accounts that were set-off under
enforceable netting arrangements
|
||||
Trade receivables gross amounts
|
126
|
|||
Set-off
|
(69
|
)
|
||
Trade receivables, net
|
57
|
|||
Trade payables gross amounts
|
275
|
|||
Set-off
|
(69
|
)
|
||
Trade payables, net
|
206
|
New Israeli Shekels in millions
|
||||
Balance as at January 1, 2019
|
-
|
|||
Issuance
|
37
|
|||
Finance costs
|
7
|
|||
Exercise
|
(16
|
)
|
||
Balance as at December 31, 2019
|
28
|
|||
Finance costs
|
3
|
|||
Exercise
|
(27
|
)
|
||
Balance as at December 31, 2020
|
4
|
2021
|
2022
|
2023
|
2024
to
2025
|
2026 and thereafter
|
Total
|
|||||||||||||||||||
New Israeli Shekels in millions
|
||||||||||||||||||||||||
Principal payments of long term indebtedness:
|
||||||||||||||||||||||||
Notes payable series D
|
109
|
109
|
||||||||||||||||||||||
Notes payable series F
|
128
|
128
|
128
|
128
|
512
|
|||||||||||||||||||
Notes payable series G
|
82
|
82
|
165
|
495
|
824
|
|||||||||||||||||||
Borrowing P
|
30
|
29
|
59
|
|||||||||||||||||||||
Borrowing Q
|
23
|
23
|
23
|
10
|
79
|
|||||||||||||||||||
Expected interest payments of
|
||||||||||||||||||||||||
long term borrowings and notes
|
||||||||||||||||||||||||
payables
|
47
|
41
|
35
|
51
|
33
|
207
|
||||||||||||||||||
Lease liabilities
|
135
|
111
|
95
|
149
|
296
|
786
|
||||||||||||||||||
Trade and other payables
|
719
|
719
|
||||||||||||||||||||||
Total
|
1,191
|
414
|
363
|
503
|
824
|
3,295
|
c. |
Fair values of financial instruments
|
December 31, 2019
|
December 31, 2020
|
|||||||||||||||||||||||||
Category |
Carrying amount
|
Fair value
|
Interest rate used (**)
|
Carrying amount
|
Fair value
|
Interest rate used (**)
|
||||||||||||||||||||
New Israeli Shekels in millions
|
||||||||||||||||||||||||||
Assets
|
||||||||||||||||||||||||||
Cash and cash equivalents
|
AC
|
299
|
299
|
376
|
376
|
|||||||||||||||||||||
Short term deposits
|
AC
|
552
|
552
|
411
|
411
|
|||||||||||||||||||||
Long term deposits (***)
|
155
|
155
|
||||||||||||||||||||||||
Trade receivables
|
AC
|
874
|
876
|
4.00
|
%
|
792
|
794
|
3.60
|
%
|
|||||||||||||||||
Other receivables (*)
|
AC
|
16
|
16
|
7
|
7
|
|||||||||||||||||||||
Liabilities
|
||||||||||||||||||||||||||
Notes payable series D
|
AC
|
218
|
219
|
Market quote
|
109
|
110
|
Market quote
|
|||||||||||||||||||
Notes payable series F
|
AC
|
1,021
|
1,040
|
Market quote
|
512
|
524
|
Market quote
|
|||||||||||||||||||
Notes payable series G
|
AC
|
350
|
383
|
Market quote
|
824
|
939
|
Market quote
|
|||||||||||||||||||
Financial liability at fair value
|
FVTPL
|
|||||||||||||||||||||||||
|
Level 3 |
|
28 |
|
28 |
|
4 |
|
4 | |||||||||||||||||
Other non-current liabilities (*)
|
AC
|
30
|
30
|
|||||||||||||||||||||||
Trade and other payables (*)
|
AC
|
800
|
800
|
719
|
719
|
|||||||||||||||||||||
Borrowing P
|
AC
|
89
|
90
|
1.42
|
%
|
59
|
60
|
0.84
|
%
|
|||||||||||||||||
Borrowing Q
|
AC
|
102
|
105
|
1.42
|
%
|
79
|
82
|
0.93
|
%
|
|||||||||||||||||
Lease liabilities
|
AC
|
617
|
623
|
2.12
|
%
|
702
|
702
|
2.04
|
%
|
(*)
|
The fair value of these financial instruments equals their carrying amounts, as the impact of discounting is not significant.
|
(**)
|
The fair values of the notes payable quoted market prices at the end of the reporting period are within level 1 of the fair value hierarchy. The fair values of other instruments under
AC categories were calculated based on observable weighted average of interest rates derived from quoted market prices of the Group's notes payable and bank quotes of rates of similar terms and nature, are within level 2 of the fair
value hierarchy.
|
(***)
|
At December 31, 2020, long-term deposits are deposited for a period ending in June 2022.
|
(a) |
Composition:
|
New Israeli Shekels
|
||||||||
December 31,
|
||||||||
2019
|
2020
|
|||||||
In millions
|
||||||||
Trade (current and non-current)
|
1,061
|
963
|
||||||
Deferred interest income (note 2(n))
|
(25
|
)
|
(23
|
)
|
||||
Allowance for credit loss
|
(162
|
)
|
(148
|
)
|
||||
874
|
792
|
|||||||
Current
|
624
|
560
|
||||||
Non – current
|
250
|
232
|
(b) |
Impairment of financial assets:
|
New Israeli Shekels
|
||||||||||||
Year ended
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
In millions
|
||||||||||||
Balance at beginning of year
|
193
|
188
|
162
|
|||||||||
Receivables written-off during the year as
|
||||||||||||
uncollectible
|
(35
|
)
|
(44
|
)
|
(37
|
)
|
||||||
Charge or expense during the year*
|
30
|
18
|
23
|
|||||||||
Balance at end of year
|
188
|
162
|
148
|
New Israeli Shekels
|
New Israeli Shekels
|
|||||||||||||||||||||||
December 31, 2019
|
December 31, 2020
|
|||||||||||||||||||||||
In millions
|
In millions
|
|||||||||||||||||||||||
Average expected loss rate
|
Gross |
Allowance |
Average expected loss rate
|
Gross |
Allowance |
|||||||||||||||||||
Not passed due
|
2
|
%
|
860
|
20
|
5
|
%
|
831
|
45
|
||||||||||||||||
Less than one year
|
54
|
%
|
107
|
58
|
59
|
%
|
60
|
36
|
||||||||||||||||
More than one year
|
89
|
%
|
94
|
84
|
94
|
%
|
72
|
67
|
||||||||||||||||
1,061
|
162
|
963
|
148
|
New Israeli Shekels
|
||||||||
December 31,
|
||||||||
2019
|
2020
|
|||||||
In millions
|
||||||||
Handsets and devices
|
73
|
36
|
||||||
Accessories and other
|
10
|
9
|
||||||
Spare parts
|
26
|
20
|
||||||
ISP modems, routers, servers and related equipment
|
15
|
12
|
||||||
124
|
77
|
|||||||
Write-downs recorded
|
6
|
7
|
||||||
Cost of inventory recognized as expenses and included in cost of revenues for the year ended
|
539
|
544
|
||||||
Cost of inventory used as fixed assets
|
24
|
8
|
New Israeli Shekels in millions
|
||||||||||||
January 1, 2019
|
||||||||||||
Company's share (50%) in PHI's accounts**
|
Intercompany elimination
|
Total
|
||||||||||
CURRENT ASSETS
|
||||||||||||
Cash and cash equivalents
|
*
|
*
|
||||||||||
Current assets
|
69
|
(62
|
)
|
7
|
||||||||
NON CURRENT ASSETS
|
||||||||||||
Property and equipment and intangible assets
|
142
|
142
|
||||||||||
Lease – right of use
|
355
|
355
|
||||||||||
CURRENT LIABILITIES
|
||||||||||||
Current borrowings from banks
|
13
|
13
|
||||||||||
Trade payables and other current liabilities
|
55
|
55
|
||||||||||
Lease liabilities
|
65
|
65
|
||||||||||
NON CURRENT LIABILITIES
|
||||||||||||
Lease liabilities
|
290
|
290
|
||||||||||
Deferred revenues
|
142
|
(142
|
)
|
-
|
||||||||
EQUITY
|
1
|
(1
|
)
|
-
|
Communication network
|
Computers and information systems
|
Optic fibers and related assets
|
Subscribers equipment and installations
|
Property, leasehold improvements, furniture and equipment
|
Total
|
|||||||||||||||||||
New Israeli Shekels in millions
|
||||||||||||||||||||||||
Cost
|
||||||||||||||||||||||||
Balance at January 1, 2018
|
1,893
|
154
|
604
|
138
|
137
|
2,926
|
||||||||||||||||||
Additions in 2018
|
48
|
11
|
122
|
146
|
10
|
337
|
||||||||||||||||||
Disposals in 2018
|
322
|
17
|
11
|
4
|
24
|
378
|
||||||||||||||||||
Balance at December 31, 2018
|
1,619
|
148
|
715
|
280
|
123
|
2,885
|
||||||||||||||||||
Share in PHI P&E included as of Jan 1, 2019
|
171
|
2
|
173
|
|||||||||||||||||||||
Additions in 2019
|
91
|
3
|
146
|
172
|
6
|
418
|
||||||||||||||||||
Disposals in 2019
|
193
|
12
|
1
|
8
|
7
|
221
|
||||||||||||||||||
Balance at December 31, 2019
|
1,688
|
141
|
860
|
444
|
122
|
3,255
|
||||||||||||||||||
Additions in 2020
|
83
|
7
|
168
|
138
|
5
|
401
|
||||||||||||||||||
Disposals in 2020
|
418
|
72
|
9
|
30
|
27
|
556
|
||||||||||||||||||
Balance at December 31, 2020
|
1,353
|
76
|
1,019
|
552
|
100
|
3,100
|
||||||||||||||||||
|
||||||||||||||||||||||||
Accumulated depreciation
|
||||||||||||||||||||||||
Balance at January 1, 2018
|
1,263
|
108
|
253
|
31
|
91
|
1,746
|
||||||||||||||||||
|
||||||||||||||||||||||||
Depreciation in 2018
|
174
|
13
|
39
|
66
|
12
|
304
|
||||||||||||||||||
Disposals in 2018
|
321
|
17
|
11
|
3
|
24
|
376
|
||||||||||||||||||
Balance at December 31, 2018
|
1,116
|
104
|
281
|
94
|
79
|
1,674
|
||||||||||||||||||
Share in PHI P&E included as of Jan 1, 2019
|
33
|
1
|
34
|
|||||||||||||||||||||
Depreciation in 2019
|
170
|
13
|
45
|
99
|
9
|
336
|
||||||||||||||||||
Disposals in 2019
|
192
|
11
|
1
|
8
|
7
|
219
|
||||||||||||||||||
Balance at December 31, 2019
|
1,127
|
107
|
325
|
185
|
81
|
1,825
|
||||||||||||||||||
Depreciation in 2020
|
147
|
11
|
55
|
117
|
8
|
338
|
||||||||||||||||||
Disposals in 2020
|
421
|
71
|
10
|
28
|
28
|
558
|
||||||||||||||||||
Balance at December 31, 2020
|
853
|
47
|
370
|
274
|
61
|
1,605
|
||||||||||||||||||
|
||||||||||||||||||||||||
Carrying amounts, net
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||
At December 31, 2018
|
503
|
44
|
434
|
186
|
44
|
1,211
|
||||||||||||||||||
At December 31, 2019
|
561
|
34
|
535
|
259
|
41
|
1,430
|
||||||||||||||||||
At December 31, 2020
|
500
|
29
|
649
|
278
|
39
|
1,495
|
New Israeli Shekels
|
||||||||||||
Year ended December 31
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
In millions
|
||||||||||||
Cost additions include capitalization of salary and employee related expenses
|
38
|
39
|
41
|
Licenses
|
Costs of obtaining contracts with customers
|
Customer relationships and other
|
Computer
software(1)
|
Total
|
||||||||||||||||
New Israeli Shekels in millions
|
||||||||||||||||||||
Cost
|
||||||||||||||||||||
At January 1, 2018
|
2,123
|
86
|
276
|
565
|
3,050
|
|||||||||||||||
Additions in 2018
|
91
|
3
|
68
|
162
|
||||||||||||||||
Disposals in 2018
|
2
|
141
|
143
|
|||||||||||||||||
At December 31, 2018
|
2,123
|
175
|
279
|
492
|
3,069
|
|||||||||||||||
Share in PHI's accounts included as of Jan 1, 2019
|
5
|
5
|
||||||||||||||||||
Additions in 2019
|
95
|
6
|
59
|
160
|
||||||||||||||||
Disposals in 2019
|
61
|
61
|
||||||||||||||||||
At December 31, 2019
|
2,123
|
270
|
285
|
495
|
3,173
|
|||||||||||||||
Additions in 2020
|
30
|
115
|
49
|
194
|
||||||||||||||||
Disposals in 2020
|
137
|
137
|
||||||||||||||||||
At December 31, 2020
|
2,153
|
385
|
285
|
407
|
3,230
|
|||||||||||||||
|
||||||||||||||||||||
Accumulated amortization
|
||||||||||||||||||||
At January 1, 2018
|
1,764
|
15
|
255
|
319
|
2,353
|
|||||||||||||||
Amortization in 2018
|
88
|
49
|
18
|
86
|
241
|
|||||||||||||||
Disposals in 2018
|
2
|
140
|
142
|
|||||||||||||||||
At December 31, 2018
|
1,852
|
62
|
273
|
265
|
2,452
|
|||||||||||||||
Share in PHI's accounts included as of Jan 1, 2019
|
2
|
2
|
||||||||||||||||||
Amortization in 2019(2)
|
73
|
79
|
2
|
87
|
241
|
|||||||||||||||
Disposals in 2019
|
60
|
60
|
||||||||||||||||||
At December 31, 2019
|
1,925
|
141
|
275
|
294
|
2,635
|
|||||||||||||||
Amortization in 2020(2)
|
27
|
97
|
3
|
84
|
211
|
|||||||||||||||
Disposals in 2020
|
137
|
137
|
||||||||||||||||||
At December 31, 2020
|
1,952
|
238
|
278
|
241
|
2,709
|
|||||||||||||||
|
||||||||||||||||||||
Carrying amounts, net
|
||||||||||||||||||||
At December 31, 2018
|
271
|
113
|
6
|
227
|
617
|
|||||||||||||||
At December 31, 2019
|
198
|
129
|
10
|
201
|
538
|
|||||||||||||||
At December 31, 2020
|
201
|
147
|
7
|
166
|
521
|
New Israeli Shekels
|
||||||||||||
Year ended December 31
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
In millions
|
||||||||||||
(1) Cost additions include capitalization of salary and employee related expenses
|
54
|
57
|
44
|
New Israeli Shekels in millions
|
||||
Cost
|
||||
Balance at January 1, 2018
|
629
|
|||
Additional payments in 2018
|
107
|
|||
Balance at December 31, 2018
|
736
|
|||
Share in PHI's accounts included as of Jan 1, 2019
|
(169
|
)
|
||
Additional payments in 2019
|
51
|
|||
Balance at December 31, 2019
|
618
|
|||
Additional payments in 2020
|
47
|
|||
Balance at December 31, 2020
|
665
|
|||
Accumulated amortization and impairment
|
||||
Balance at January 1, 2018
|
453
|
|||
Amortization in 2018
|
47
|
|||
Balance at December 31, 2018
|
500
|
|||
Share in PHI's accounts included as of Jan 1, 2019
|
(38
|
)
|
||
Amortization in 2019
|
28
|
|||
Balance at December 31, 2019
|
490
|
|||
Amortization in 2020
|
31
|
|||
Balance at December 31, 2020
|
521
|
|||
Carrying amount, net at December 31, 2018
|
236
|
|||
Carrying amount, net at December 31, 2019
|
128
|
|||
Current
|
26
|
|||
Non-current
|
102
|
|||
Carrying amount, net at December 31, 2020
|
144
|
|||
Current
|
26
|
|||
Non-current
|
118
|
(1) |
Annual goodwill impairment tests in the fixed-line segment
|
As of December 31,
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
Terminal growth rate
|
1.0
|
%
|
1.0
|
%
|
1.0
|
%
|
||||||
After-tax discount rate
|
9.5
|
%
|
8
|
%
|
7.5
|
%
|
||||||
Pre-tax discount rate
|
11.5
|
%
|
9.6
|
%
|
9.0
|
%
|
(2) |
Interim impairment tests of non-financial assets
|
March 31, 2020
|
||||
Terminal growth rate
|
1.0
|
%
|
||
After-tax discount rate
|
8.25
|
%
|
||
Pre-tax discount rate
|
9.9
|
%
|
Legal claims
(see note 20) |
Equipment warranty
|
Dismantling and restoring sites obligation
|
||||||||||
New Israeli Shekels in millions
|
||||||||||||
Balance as at January 1, 2020
|
42
|
1
|
23
|
|||||||||
Additions during the year
|
3
|
3
|
*
|
|||||||||
Finance costs
|
*
|
|||||||||||
Decrease during the year
|
(33
|
)
|
(3
|
)
|
(2
|
)
|
||||||
Balance as at December 31, 2020
|
12
|
1
|
21
|
|||||||||
Non-current
|
21
|
|||||||||||
Current
|
12
|
1
|
||||||||||
Balance as at December 31, 2019
|
42
|
1
|
23
|
|||||||||
Non-current
|
23
|
|||||||||||
Current
|
42
|
1
|
(1) |
Borrowings and Notes Payable
|
Annual interest rate
|
|
Notes payable series D
|
'Makam'(*) plus 1.2%
|
Notes payable series F (**)
|
2.16% fixed
|
Notes payable series G (***)
|
4% fixed
|
Borrowing P (received in 2017)
|
2.38% fixed
|
Borrowing Q (received in 2017)
|
2.5% fixed
|
(1) |
Borrowings and Notes Payable (continued):
|
Movements in 2020
|
||||||||||||||||||||
As at December 31, 2019
|
Cash flows used in financing activities, net
|
Non cash movements
|
As at December 31, 2020 |
|||||||||||||||||
CPI adjustments and other
|
Against lease ROU asset
|
|||||||||||||||||||
New Israeli Shekels in millions
|
||||||||||||||||||||
Non-current borrowings*
|
191
|
(52
|
)
|
(1
|
)
|
138
|
||||||||||||||
Notes payable*
|
1,589
|
(154
|
)
|
22
|
1,457
|
|||||||||||||||
Financial liability at fair value
|
28
|
(24
|
)
|
4
|
||||||||||||||||
Interest payable
|
8
|
(49
|
)
|
58
|
17
|
|||||||||||||||
Lease liability
|
617
|
(147
|
)
|
18
|
214
|
702
|
||||||||||||||
2,433
|
(402
|
)
|
73
|
214
|
2,318
|
Movements in 2019
|
||||||||||||||||||||||
Non cash movements
|
||||||||||||||||||||||
As at December 31, 2018 |
Cash flows
provided by (used in) financing activities, net
|
Share in PHI's accounts included as at Jan. 1, 2019
|
Adoption of IFRS 16 as at Jan. 1, 2019
|
CPI adjustments and other |
Against lease ROU asset
|
As at December 31, 2019 |
||||||||||||||||
New Israeli Shekels in millions
|
||||||||||||||||||||||
Current borrowings
|
(13
|
)
|
13
|
|||||||||||||||||||
Non-current borrowings*
|
243
|
(52
|
)
|
191
|
||||||||||||||||||
Notes payable*
|
1,123
|
453
|
13
|
1,589
|
||||||||||||||||||
Financial liability at fair value
|
37
|
(9
|
)
|
28
|
||||||||||||||||||
Interest payable
|
** |
|
(37
|
)
|
45
|
8
|
||||||||||||||||
Lease liability
|
(159
|
)
|
683
|
20
|
73
|
617
|
||||||||||||||||
1,366
|
229
|
13
|
683
|
69
|
73
|
2,433
|
(2) |
Notes payable issuance
|
(3) |
Early redemption of Notes payable
|
(4) |
Borrowings early repayments
|
(5) |
Notes payable issuance commitments
|
(6) |
Private placement of option warrants
|
(7) |
Financial covenants
|
(1) |
Defined contribution plan
|
(2) |
Defined benefit plan
|
New Israeli Shekels in millions
|
||||||||||||
Present value of obligation
|
Fair value of plan assets
|
Total |
||||||||||
At January 1, 2019
|
144
|
(104
|
)
|
40
|
||||||||
Current service cost
|
12
|
12
|
||||||||||
Interest expense (income)
|
4
|
(2
|
)
|
2
|
||||||||
Employer contributions
|
(9
|
)
|
(9
|
)
|
||||||||
Benefits paid
|
(14
|
)
|
10
|
(4
|
)
|
|||||||
Remeasurements:
|
||||||||||||
Experience loss
|
4
|
4
|
||||||||||
Return on plan assets
|
(2
|
)
|
(2
|
)
|
||||||||
At December 31, 2019
|
150
|
(107
|
)
|
43
|
||||||||
Current service cost
|
10
|
10
|
||||||||||
Interest expense (income)
|
4
|
(2
|
)
|
2
|
||||||||
Employer contributions
|
(8
|
)
|
(8
|
)
|
||||||||
Benefits paid
|
(8
|
)
|
4
|
(4
|
)
|
|||||||
Remeasurements:
|
||||||||||||
Experience loss
|
(2
|
)
|
(2
|
)
|
||||||||
Return on plan assets
|
1
|
1
|
||||||||||
At December 31, 2020
|
154
|
(112
|
)
|
42
|
(2) |
Defined benefit plan (continued)
|
December 31
|
||||||||
2019
|
2020
|
|||||||
Interest rate weighted average
|
2.33
|
%
|
2.12
|
%
|
||||
Inflation rate weighted average
|
1.49
|
%
|
0.97
|
%
|
||||
Expected turnover rate
|
9%-56
|
%
|
9%-56
|
%
|
||||
Future salary increases
|
1%-6
|
%
|
1%-6
|
%
|
December 31, 2020
|
||||||||
NIS in millions
|
||||||||
Increase of 10% of the assumption
|
Decrease of 10% of the assumption
|
|||||||
Interest rate
|
(0.7
|
)
|
0.5
|
|||||
Expected turnover rate
|
0.1
|
(0.1
|
)
|
|||||
Future salary increases
|
0.5
|
(0.5
|
)
|
NIS in millions
|
||||
2021
|
23
|
|||
2022
|
22
|
|||
2023
|
13
|
|||
2024 and 2025
|
21
|
|||
2026 and thereafter
|
86
|
|||
165
|
(1) |
Results of Frequencies Tender and frequency fees
|
(2) |
At December 31, 2020, the Group is committed to acquire property and equipment and software elements for approximately NIS 64 million.
|
(3) |
At December 31, 2020, the Group is committed to acquire inventory in an amount of approximately NIS 265 million.
|
(4) |
Right of Use (ROU)
|
New Israeli Shekels in millions
|
||||
2021
|
50.5
|
|||
2022
|
54.8
|
|||
2023
|
8.4
|
|||
2024
|
2.4
|
|||
2025
|
2.4
|
|||
118.5
|
(5) |
Liens and guarantees
|
(6) |
Covenants and negative pledge – see note 15(7).
|
(7) |
See note 15(5) with respect of notes payable issuance commitments.
|
(8) |
Operating leases – see note 19.
|
(9) |
See note 9 with respect to network sharing and PHI's commitments.
|
(1) |
Buildings: The Group leases its headquarter facilities in Rosh Ha-ayin, Israel, with a total of approximately 51,177 gross square meters (including parking lots). The lease term was extended in
October 2020 to end on December 31, 2029 and the Company expects to exercise its option to extend it until December 31, 2034. The rental payments are linked to the Israeli CPI.
|
(2) |
Cell sites: Lease agreements in respect of cell sites and switching stations throughout Israel are for periods of two to ten years. The Company has an option to extend some of the lease contract
periods for up to ten years (including the original lease periods). Substantially all of the rental payments are linked to the Israeli CPI and a few are linked to the dollar. Some of the extension options include an increase of the lease
payment mostly in a range of 2%-10%. Most of cell sites were assigned to PHI.
|
(3) |
Vehicles: The Group leases vehicles for periods of up to three years. The rental payments are linked to the Israeli CPI.
|
New Israeli Shekels in millions
|
||||||||||||||||
Lease right of use asset
|
Lease liability
|
|||||||||||||||
Buildings
|
Cell sites
|
Vehicles
|
||||||||||||||
Balance as at January 1, 2019
|
252
|
362
|
42
|
683
|
||||||||||||
Amortization charges
|
(41
|
)
|
(78
|
)
|
(27
|
)
|
||||||||||
Accretion of interest
|
20
|
|||||||||||||||
Non-cash movements
|
11
|
46
|
15
|
73
|
||||||||||||
Lease payments (principal) cash outflow
|
(139
|
)
|
||||||||||||||
Lease payments (interest) cash outflow
|
(20
|
)
|
||||||||||||||
Balance as at December 31, 2019
|
222
|
330
|
30
|
617
|
||||||||||||
Amortization charges
|
(38
|
)
|
(71
|
)
|
(25
|
)
|
||||||||||
Accretion of interest
|
18
|
|||||||||||||||
Non-cash movements
|
114
|
65
|
36
|
214
|
||||||||||||
Lease payments (principal) cash outflow
|
(129
|
)
|
||||||||||||||
Lease payments (interest) cash outflow
|
(18
|
)
|
||||||||||||||
Balance as at December 31, 2020
|
298
|
324
|
41
|
702
|
||||||||||||
Current
|
120
|
|||||||||||||||
Non-Current
|
298
|
324
|
41
|
582
|
||||||||||||
Balance as at December 31, 2019
|
222
|
330
|
30
|
617
|
||||||||||||
Current
|
131
|
|||||||||||||||
Non-Current
|
222
|
330
|
30
|
486
|
A. |
Claims
|
1. |
Consumer claims
|
Claim amount
|
Number of claims
|
Total claims amount (NIS million)
|
||||||
Up to NIS 100 million
|
16
|
422
|
||||||
NIS 101 - 400 million
|
7
|
1,512
|
||||||
NIS 401 million - NIS 1 billion
|
2
|
1,405
|
||||||
Unquantified claims
|
15
|
-
|
||||||
Total
|
40
|
3,339
|
1. |
On September 7, 2010, a claim and a motion to certify the claim as a class action were filed against Partner. The claim alleges that Partner unlawfully charged its customers for services of various content providers which are sent
through text messages (SMS). The total amount claimed from Partner was estimated by the plaintiffs to be approximately NIS 405 million. The claim was certified as a class action in December 2016. In January 2017, the plaintiffs filed an
appeal to the Supreme Court, regarding the definition of the group of customers. In November 2018, the Supreme Court dismissed the appeal and the claim was reverted back to the District Court. In February 2020 a settlement agreement was
filed for the Court's approval in an immaterial amount. Partner estimates that the claim will not have a material effect on the Company's financial statements.
|
A. |
Claims (continued)
|
1. |
Consumer claims (continued)
|
2. |
On November 12, 2015, a claim and a motion to certify the claim as a class action were filed against Partner. The claim alleges that Partner required their customers to purchase a Smartbox device which is terminal equipment as a
condition for using its fixed-line telephony services, an action which would not be in accordance with the provisions of its licenses. The total amount claimed against Partner is estimated by the plaintiff to be approximately NIS 116
million. In February 2019, the Court approved the request to certify the claim as a class action with certain changes. In March 2019, Partner filed an appeal of this decision. In February 2020, the Supreme Court dismissed the appeal
request that was filed and the claim was reverted back to the District Court and the proceedings have resumed. Partner estimates that the claim will not have a material effect on the Company's financial statements.
|
3. |
On November 12, 2015, a claim and a motion to certify the claim as a class action were filed against 012 Smile. The claim alleges that 012 Smile required their customers to purchase a Smartbox device which is terminal equipment as a
condition for using its fixed-line telephony services, an action which would not be in accordance with the provisions of its licenses. The total amount claimed against 012 Smile is estimated by the plaintiff to be approximately NIS 64
million. In February 2019, the Court approved the request to certify the claim as a class action with certain changes. In March 2019, the Company filed an appeal of this decision. In February 2020, the Supreme Court dismissed the appeal
request that was filed and the claim was reverted back to the District Court and the proceedings have resumed. The Company estimates that the claim will not have a material effect on the Company's financial statements.
|
4. |
On April 21, 2016, a claim and a motion to certify the claim as a class action were filed against 012 Smile. The claim alleges that the infrastructure included in the 012 Smile's plans does not support data speeds that the Company
publishes to its customers. The total amount claimed against the Company if the lawsuit is certified as a class action was not stated by the plaintiffs. In January 2021, the Court approved the motion and recognized the lawsuit as a class
action. The Company estimates that the claim will not have a material effect on the Company's financial statements.
|
5. |
On November 13, 2017, a claim and a motion to certify the claim as a class action were filed against Partner and 012 Smile (initially the motion was filed only against 012 Smile). The claim alleges that Partner and 012 Smile charged
their customers for incoming calls while they are abroad, without the calls for which they were charged being made, and without them having given a call forwarding provision. The total amount claimed is estimated by the plaintiff to be
approximately NIS 53 million against Partner and approximately NIS 10 million against 012 Smile. In January 2021, the District Court approved the motion against Partner and recognized the lawsuit as a class action and dismissed the motion
against 012 Smile. The Company estimates that the claim will not have a material effect on the Company's financial statements.
|
6. |
On February 28, 2017, a claim and a motion to certify the claim as a class action were filed against the Company. The claim alleges that the Company charged
its cellular service customers who entered into agreements for fixed periods, a higher rate than agreed without receiving prior written notice. The total amount claimed from the Company was estimated by the plaintiffs to be
approximately NIS 4.176 million. In March 2021, the Court approved the motion and recognized the lawsuit as a class action. The Company estimates that the claim will not have a material effect on the Company's financial statements.
|
A. |
Claims (continued)
|
1. |
Consumer claims (continued)
|
B. |
Contingencies in respect of building and planning procedures
|
C. |
Investigation by the Israeli Tax Authority
|
a. |
Share capital:
|
b. |
Share based compensation to employees
|
(1) |
Description of the Equity Incentive Plan
|
- |
Exercise price adjustment: The exercise price of options shall be reduced in the following events: (1) dividend distribution other than in the ordinary course: by the gross dividend amount so distributed per share, and (2)
dividend distribution in the ordinary course: the exercise price shall be reduced the gross dividend amount so distributed per share ("Full Dividend Mechanism"), depending on the date of granting of the options.
|
- |
Cashless exercise: Most of the options may be exercised only through a cashless exercise procedure, while holders of other options may choose between cashless exercise and the regular option exercise procedure. In accordance
with such cashless exercise, the option holder would receive from the Company, without payment of the exercise price, only the number of shares whose aggregate market value equals the economic gain which the option holder would have
realized by selling all the shares purchased at their market price, net of the option exercise price.
|
(2) |
Information in respect of options and restricted shares granted under the Plan:
|
Through December 31, 2020
|
||||||||
Number of options
|
Number of RSAs
|
|||||||
Granted
|
36,108,430
|
5,907,609
|
||||||
Shares issued upon exercises and vesting
|
(6,574,778
|
)
|
(3,229,106
|
)
|
||||
Cancelled upon net exercises, expiration
|
||||||||
and forfeitures
|
(22,504,229
|
)
|
(1,671,080
|
)
|
||||
Outstanding
|
7,029,423
|
1,007,423
|
||||||
Of which:
|
||||||||
Exercisable
|
4,071,714
|
|||||||
Vest in 2021
|
1,788,172
|
611,551
|
||||||
Vest in 2022
|
800,789
|
263,183
|
||||||
Vest in 2023
|
368,748
|
132,689
|
(3) |
Options and RSAs status summary as of December 31, 2018, 2019 and 2020 and the changes therein during the years ended on those dates:
|
Year ended December 31,
|
||||||||||||||||||||||||
2018
|
2019
|
2020
|
||||||||||||||||||||||
Number |
Weighted average
exercise price |
Number |
Weighted average
exercise price |
Number |
Weighted average
exercise price |
|||||||||||||||||||
Share Options:
|
NIS
|
NIS
|
||||||||||||||||||||||
Outstanding at the beginning of the year
|
8,708,483
|
29.67
|
9,697,266
|
28.19
|
9,020,689
|
23.62
|
||||||||||||||||||
Granted during the year
|
2,536,362
|
18.59
|
1,232,226
|
16.21
|
1,035,635
|
14.24
|
||||||||||||||||||
Exercised during the year
|
(778,616
|
)
|
17.11
|
(70,824
|
)
|
16.62
|
(296,450
|
)
|
14.71
|
|||||||||||||||
Forfeited during the year
|
(307,055
|
)
|
18.79
|
(235,150
|
)
|
18.74
|
(252,547
|
)
|
18.42
|
|||||||||||||||
Expired during the year
|
(461,908
|
)
|
28.17
|
(1,602,829
|
)
|
46.64
|
(2,477,904
|
)
|
34.10
|
|||||||||||||||
Outstanding at the end of the year
|
9,697,266
|
28.19
|
9,020,689
|
23.62
|
7,029,423
|
18.64
|
||||||||||||||||||
Exercisable at the end of the year
|
6,266,965
|
33.39
|
5,623,921
|
27.11
|
4,071,714
|
20.04
|
||||||||||||||||||
Shares issued during the year due exercises
|
94,276
|
3,166
|
46,747
|
|||||||||||||||||||||
RSAs:
|
||||||||||||||||||||||||
Outstanding at the beginning of the year
|
1,344,297
|
1,209,521
|
1,230,464
|
|||||||||||||||||||||
Granted during the year
|
813,310
|
397,476
|
398,055
|
|||||||||||||||||||||
Vested during the year
|
(791,796
|
)
|
(284,427
|
)
|
(534,053
|
)
|
||||||||||||||||||
Forfeited during the year
|
(156,290
|
)
|
(92,106
|
)
|
(87,043
|
)
|
||||||||||||||||||
Outstanding at the end of the year
|
1,209,521
|
1,230,464
|
1,007,423
|
Options granted in 2018
|
Options granted in 2019
|
Options granted in 2020
|
||||||||||
Weighted average fair value of options granted using the
|
||||||||||||
Black & Scholes option-pricing model – per option (NIS)
|
4.36
|
3.34
|
3.71
|
|||||||||
The above fair value is estimated on the grant date based on the following weighted average assumptions:
|
||||||||||||
Expected volatility
|
34.14
|
%
|
33.52
|
%
|
37.24
|
%
|
||||||
Risk-free interest rate
|
0.79
|
%
|
0.57
|
%
|
0.21
|
%
|
||||||
Expected life (years)
|
3.16
|
3
|
3
|
|||||||||
Dividend yield
|
*
|
*
|
*
|
b. |
Share based compensation to employees (continued)
|
Expire in
|
Number of share options
|
Weighted average exercise price in NIS
|
||||||
2021
|
2,115,923
|
19.93
|
||||||
2022
|
373,810
|
26.54
|
||||||
2023
|
615,894
|
19.25
|
||||||
2024
|
2,210,116
|
18.60
|
||||||
2025
|
678,045
|
16.52
|
||||||
2026
|
1,035,635
|
14.24
|
||||||
7,029,423
|
18.64
|
New Israeli Shekels in millions
|
||||||||
Deferred revenues from Hot mobile *
|
Other deferred revenues*
|
|||||||
Balance at January 1, 2019
|
164
|
45
|
||||||
Revenue recognized that was included in the contract liability balance at the beginning of the year
|
(31
|
)
|
(19
|
)
|
||||
Increases due to cash received, excluding amounts recognized as revenues during the year
|
-
|
27
|
||||||
Balance at December 31, 2019
|
133
|
53
|
||||||
Revenue recognized that was included in the contract liability balance at the beginning of the year
|
(31
|
)
|
(31
|
)
|
||||
Increases due to cash received, excluding amounts recognized as revenues during the year
|
-
|
78
|
||||||
Balance at December 31, 2020
|
102
|
100
|
Year ended December 31, 2020
New Israeli Shekels in millions |
||||||||||||||||
Cellular segment
|
Fixed-line segment
|
Elimination
|
Consolidated
|
|||||||||||||
Segment revenue - Services to private customers
|
942
|
604
|
(83
|
)
|
1,463
|
|||||||||||
Segment revenue - Services to business customers
|
721
|
389
|
(65
|
)
|
1,045
|
|||||||||||
Segment revenue - Services revenue total
|
1,663
|
993
|
(148
|
)
|
2,508
|
|||||||||||
Segment revenue - Equipment
|
545
|
136
|
681
|
|||||||||||||
Total Revenues
|
2,208
|
1,129
|
(148
|
)
|
3,189
|
Year ended December 31, 2019
New Israeli Shekels in millions |
||||||||||||||||
Cellular segment
|
Fixed-line segment
|
Elimination
|
Consolidated
|
|||||||||||||
Segment revenue - Services to private customers
|
990
|
513
|
(87
|
)
|
1,416
|
|||||||||||
Segment revenue - Services to business customers
|
808
|
412
|
(76
|
)
|
1,144
|
|||||||||||
Segment revenue - Services revenue total
|
1,798
|
925
|
(163
|
)
|
2,560
|
|||||||||||
Segment revenue - Equipment
|
571
|
103
|
674
|
|||||||||||||
Total Revenues
|
2,369
|
1,028
|
(163
|
)
|
3,234
|
Year ended December 31, 2018
New Israeli Shekels in millions |
||||||||||||||||
Cellular segment
|
Fixed-line segment
|
Elimination
|
Consolidated
|
|||||||||||||
Segment revenue - Services to private customers
|
1,045
|
418
|
(95
|
)
|
1,368
|
|||||||||||
Segment revenue - Services to business customers
|
798
|
434
|
(76
|
)
|
1,156
|
|||||||||||
Segment revenue - Services revenue total
|
1,843
|
852
|
(171
|
)
|
2,524
|
|||||||||||
Segment revenue - Equipment
|
643
|
92
|
735
|
|||||||||||||
Total Revenues
|
2,486
|
944
|
(171
|
)
|
3,259
|
(b) Cost of revenues
|
New Israeli Shekels
|
|||||||||||
Year ended December 31,
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
In millions
|
||||||||||||
Transmission, communication and content providers
|
742
|
746
|
786
|
|||||||||
Cost of equipment and accessories
|
543
|
500
|
510
|
|||||||||
Depreciation and amortization
|
457
|
603
|
546
|
|||||||||
Wages, employee benefits expenses and car maintenance
|
310
|
312
|
282
|
|||||||||
Costs of handling, replacing or repairing equipment
|
73
|
71
|
66
|
|||||||||
Operating lease, rent and overhead expenses
|
184
|
73
|
75
|
|||||||||
Network and cable maintenance
|
109
|
99
|
97
|
|||||||||
Internet infrastructure and service providers
|
143
|
173
|
157
|
|||||||||
IT support and other operating expenses
|
56
|
57
|
56
|
|||||||||
Amortization of deferred expenses - rights of use
|
47
|
28
|
31
|
|||||||||
Other
|
36
|
45
|
58
|
|||||||||
Total cost of revenues
|
2,700
|
2,707
|
2,664
|
(c) Selling and marketing expenses
|
New Israeli Shekels
|
|||||||||||
Year ended December 31,
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
In millions
|
||||||||||||
Wages, employee benefits expenses and car maintenance
|
111
|
102
|
81
|
|||||||||
Advertising and marketing
|
46
|
44
|
42
|
|||||||||
Selling commissions, net
|
27
|
28
|
31
|
|||||||||
Depreciation and amortization
|
77
|
106
|
123
|
|||||||||
Operating lease, rent and overhead expenses
|
19
|
4
|
2
|
|||||||||
Other
|
13
|
17
|
12
|
|||||||||
Total selling and marketing expenses
|
293
|
301
|
291
|
(d) General and administrative expenses
|
New Israeli Shekels
|
|||||||||||
Year ended December 31,
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
In millions
|
||||||||||||
Wages, employee benefits expenses and car maintenance
|
76
|
85
|
81
|
|||||||||
Professional fees
|
21
|
21
|
21
|
|||||||||
Credit card and other commissions
|
14
|
13
|
13
|
|||||||||
Depreciation
|
11
|
14
|
14
|
|||||||||
Other
|
26
|
16
|
16
|
|||||||||
Total general and administrative expenses
|
148
|
149
|
145
|
(e) Employee benefit expense
|
New Israeli Shekels
|
|||||||||||
Year ended December 31,
|
||||||||||||
2018
|
2019
|
2020
|
*
|
|||||||||
In millions
|
||||||||||||
Wages, employee benefits expenses and car maintenance,
|
||||||||||||
before capitalization
|
543
|
543
|
482
|
|||||||||
Less: expenses capitalized (notes 10, 11)
|
(92
|
)
|
(96
|
)
|
(85
|
)
|
||||||
Service costs: defined benefit plan (note 16(2))
|
11
|
12
|
10
|
|||||||||
Service costs: defined contribution plan (note 16(1))
|
20
|
23
|
25
|
|||||||||
Employee share based compensation expenses (note 21(b))
|
15
|
17
|
12
|
|||||||||
497
|
499
|
444
|
New Israeli Shekels | ||||||||||||
Year ended December 31,
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
In millions
|
||||||||||||
Unwinding of trade receivables
|
25
|
23
|
21
|
|||||||||
Other income, net
|
3
|
5
|
9
|
|||||||||
28
|
28
|
30
|
New Israeli Shekels
|
||||||||||||
Year ended December 31,
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
In millions
|
||||||||||||
Net foreign exchange rate gains
|
*
|
4
|
3
|
|||||||||
Interest income from cash, cash equivalents and deposits
|
2
|
3
|
5
|
|||||||||
Finance income
|
2
|
7
|
8
|
|||||||||
|
||||||||||||
Interest expenses
|
47
|
40
|
53
|
|||||||||
CPI linkage expenses
|
3
|
*
|
*
|
|||||||||
Interest for lease liabilities
|
20
|
18
|
||||||||||
Finance charges for financial liabilities
|
9
|
4
|
||||||||||
Other finance costs
|
5
|
6
|
2
|
|||||||||
Finance expenses
|
55
|
75
|
77
|
|||||||||
53
|
68
|
69
|
a. |
Corporate income tax rates applicable to the Group
|
Balance of deferred tax asset (liability) in respect of
|
As at January 1, 2018
|
Charged to the income statement
|
As at December 31, 2018
|
Charged to the income statement
|
Charged to retained earnings upon implementation of IFRS 16
|
As at December 31, 2019
|
Charged to the income statement
|
As at December 31, 2020
|
||||||||||||||||||||||||
Allowance for credit losses
|
45
|
(2
|
)
|
43
|
(4
|
)
|
39
|
(5
|
)
|
34
|
||||||||||||||||||||||
Provisions for employee rights
|
15
|
2
|
17
|
1
|
18
|
(5
|
)
|
13
|
||||||||||||||||||||||||
Depreciable fixed assets and software
|
(27
|
)
|
8
|
(19
|
)
|
8
|
(11
|
)
|
12
|
1
|
||||||||||||||||||||||
Lease - Right-of-use assets
|
-
|
-
|
17
|
(151
|
)
|
(134
|
)
|
(18
|
)
|
(152
|
)
|
|||||||||||||||||||||
Leases liabilities
|
-
|
-
|
(15
|
)
|
157
|
142
|
19
|
161
|
||||||||||||||||||||||||
Intangibles, deferred expenses and carry forward losses
|
16
|
(24
|
)
|
(8
|
)
|
(11
|
)
|
(19
|
)
|
(14
|
)
|
(33
|
)
|
|||||||||||||||||||
Options granted to employees
|
6
|
(1
|
)
|
5
|
1
|
6
|
*
|
6
|
||||||||||||||||||||||||
Other
|
*
|
*
|
*
|
*
|
*
|
(1
|
)
|
(1
|
)
|
|||||||||||||||||||||||
Total
|
55
|
(17
|
)
|
38
|
(3
|
)
|
6
|
41
|
(12
|
)
|
29
|
New Israeli Shekels
|
||||||||
December 31,
|
||||||||
2019
|
2020
|
|||||||
In millions
|
||||||||
Deferred tax assets
|
||||||||
Deferred tax assets to be recovered after more than 12 months
|
173
|
188
|
||||||
Deferred tax assets to be recovered within 12 months
|
85
|
76
|
||||||
258
|
264
|
|||||||
Deferred tax liabilities
|
||||||||
Deferred tax liabilities to be recovered after more than 12 months
|
164
|
184
|
||||||
Deferred tax liabilities to be recovered within 12 months
|
53
|
51
|
||||||
217
|
235
|
|||||||
Deferred tax assets, net
|
41
|
29
|
c. |
Following is a reconciliation of the theoretical tax expense, assuming all income is taxed at the regular tax rates applicable to companies in Israel (see (a) above), and the actual tax expense:
|
New Israeli Shekels
|
||||||||||||
Year ended December 31,
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
In millions
|
||||||||||||
Profit before taxes on income,
|
||||||||||||
as reported in the income statements
|
63
|
19
|
27
|
|||||||||
Theoretical tax expense
|
14
|
4
|
6
|
|||||||||
Increase in tax resulting from disallowable deductions
|
9
|
5
|
4
|
|||||||||
Taxes on income in respect of previous years
|
(15
|
)
|
(7
|
)
|
3
|
|||||||
Temporary differences and tax losses for which no deferred income
|
||||||||||||
tax asset was recognized
|
(1
|
)
|
(2
|
)
|
(3
|
)
|
||||||
Income tax expenses
|
7
|
*
|
10
|
d. |
Taxes on income included in the income statements:
|
New Israeli Shekels
|
||||||||||||
Year ended December 31,
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
In millions
|
||||||||||||
For the reported year:
|
||||||||||||
Current
|
6
|
3
|
2
|
|||||||||
Deferred, see (c) above
|
17
|
4
|
5
|
|||||||||
In respect of previous years:
|
||||||||||||
Current
|
(15
|
)
|
(7
|
)
|
(4
|
)
|
||||||
Deferred, see (c) above
|
(1
|
)
|
7
|
|||||||||
7
|
*
|
10
|
e. |
Tax assessments:
|
1) |
The Company received final income tax assessments through the year ended December 31, 2015.
|
2) |
A Group's subsidiary received final income tax assessments through the year ended December 31, 2016.
|
3) |
As a general rule, income tax self-assessments filed by two other subsidiaries through the year ended December 31, 2015 are, by law, now regarded as final.
|
f. |
Tax losses carried forward to future years:
|
a. |
Key management compensation
|
New Israeli Shekels
|
||||||||||||
Year ended December 31
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
Key management compensation expenses comprised
|
In millions
|
|||||||||||
Salaries and short-term employee benefits
|
22
|
27
|
21
|
|||||||||
Long term employment benefits
|
3
|
3
|
3
|
|||||||||
Employee share-based compensation expenses
|
9
|
12
|
7
|
|||||||||
34
|
42
|
31
|
New Israeli Shekels
|
||||||||
December 31,
|
||||||||
2019
|
2020
|
|||||||
Statement of financial position items - key management
|
In millions
|
|||||||
Current liabilities:
|
10
|
9
|
||||||
Non-current liabilities:
|
10
|
10
|
b. |
In the ordinary course of business, key management or their relatives may have engaged with the Company with immaterial transactions that are under normal market conditions.
|
c. |
Principal shareholder: S.B. Israel Telecom, an affiliate of Saban Capital Group LLC, a private investment firm, based in Los Angeles, California, specializing in the media, entertainment and communications industries, is the registered
owner of the shares in the Company’s share register. On November 11, 2019, S.B. Israel Telecom filed an amendment to its Schedule 13D with the SEC stating that it had no sole or shared voting or dispositive power over any shares of the
Company, and that as a result of the Receiver Appointment (as defined in the filed amendment), as of November 12, 2019, the Reporting Persons (as defined in the filed amendment) ceased to beneficially own any ordinary shares of the
Company. On November 12, 2019, the District Court of Tel Aviv ("the Court") issued a court order ("the Court Order") under which attorney Ehud Sol (the “Receiver") was appointed as receiver for 49,862,800 of the Company's shares,
representing as of March 1, 2021, approximately 27.12% of our issued and outstanding share capital and the largest block of shares held by a single shareholder. The shares (the “Pledged Shares”) had been purchased by S.B. Israel Telecom
Ltd. ("S.B. Israel Telecom") from Advent Investments Pte Ltd (“Advent”) in 2013; in connection with the purchase, S.B. Israel Telecom assumed certain debt owed to Advent, and agreed that such debt would be secured by, among other things,
the Pledged Shares. S.B. Israel Telecom defaulted on the payment, and on November 11, 2019, consented to enforcement and foreclosure proceedings with respect to the Pledged Shares.
|
Year ended December 31,
|
||||||||||||
2018
|
2019
|
2020
|
||||||||||
Profit used for the computation of
|
||||||||||||
basic and diluted EPS attributable to the owners of the Company (NIS in millions)
|
57
|
19
|
17
|
|||||||||
Weighted average number of shares used
|
||||||||||||
in computation of basic EPS (in thousands)
|
165,979
|
162,831
|
182,331
|
|||||||||
Add - net additional shares from assumed
|
||||||||||||
exercise of employee stock options and restricted
|
||||||||||||
shared (in thousands)
|
983
|
777
|
857
|
|||||||||
Weighted average number of shares used in
|
||||||||||||
computation of diluted EPS (in thousands)
|
166,962
|
163,608
|
183,188
|
|||||||||
Number of options and restricted shares not taken into
|
||||||||||||
account in computation of diluted earnings per share,
|
||||||||||||
because of their anti-dilutive effect (in thousands)
|
9,609
|
8,952
|
6,466
|
Section B - Fault Repair and preservation of documents and recordings |
|
1. |
Indices of Quality and Grade of Service
|
2. |
List and Description of MRT Services
|
1. |
System Performance
|
2. |
Quality of Service for the Provision of Information to Customers and Subscribers
|
3. |
Countrywide Deployment of Sites for Providing Information and Handling Subscriber Queries
|
1. |
Definitions
|
1.1 |
In this License, the following words and expressions will have the meaning appended to them, unless another meaning is implicit in the text or its context.
|
"5 Generation Service Area"2
|
-
|
A geographical area in which a general licensee must, according to its license, establish, maintain or operate a public telecommunication network and provide through it 5 Generation service to
the general public, as specified in Appendix E, section 1.3(d) (1).
|
“Type approval”
|
-
|
Approval given by the Ministry in accordance with the Law and Ordinance for a model of MRT Terminal Equipment.
|
“Means of Control”
|
-
|
In a corporation, each of the following:
(1) Voting rights in the corporation’s general meeting or in an equivalent body in another corporation;
(2) The right to appoint a director or managing director;
(3) The right to participate in the corporation’s profits;
(4) The right to share in the corporation’s remaining assets after payment of debts when the corporation is wound-up;
|
”Telecommunications”-
|
-
|
Broadcasting, transmission or reception of signs, signals, text, visual forms, voices or information through wire, wireless, an optic system or other electromagnetic systems;
|
3“Franchisee”
|
-
|
As defined in section 6L(1) of the Law;
|
“Interested Party”
|
-
|
Whoever holds, either directly or indirectly, 5% of a specific type of Means of Control; for the purpose of this definition, “holding”, includes holding as an agent;
|
“The Licensee”
|
-
|
Partner Communications Company Ltd., which was awarded this License;
|
“A Licensee”
|
-
|
The body to which the Minister has awarded, in accordance with the Law, a general or special License;
|
4"General Licensee"
|
-
|
A person who has received a general license to effect telecommunications activities and to provide telecommunications services:
|
5"Broadcast Licensee"
|
-
|
as defined in the Law;
|
6Roaming Licensee"-
|
-
|
A person who has won tender 12/2010- a combined license for the provision of cellular mobile radio telephone (MRT) services in Israel –an expansion of the existing license and the grant of a
new license;
|
"7Cellular Licensee
Infrastructure Licensee"
|
-
|
Whoever receives a license for establishment,
existence and operation of a radio infrastructure for an MRT operator;
|
"The Competent Body according to the Ordinance"8
|
-
|
The director as defined in the Ordinance or to whom he has delegated his authority as the case may be.
|
"92nd Generation"
|
-
|
A network which allows mainly the provision of voice and message services, using basic MRT technology of GSM or CDMA and all of their updates, such as GPRS, EDGE, etc.;
|
"103rd Generation"
|
-
|
A network, which in addition to 2nd Generation services, allows for the provision of data services at a medium
pace (a few dozen megabits per second) using basic MRT technology of UMTS and CDMA2000 and all of their updates, such as HSPA, HSPA+, etc.;
|
"114th Generation"
|
-
|
A network, which in addition to 3rd Generation services, allows for the transfer of date at a high pace
(approximately 100 megabits per seconds) using basic MRT technology in accordance with the 3GPP TS 36.104 last release standard, for supplying all of the Licensee's services under its license, such as LTE technology;
|
“Access Fee”
|
-
|
Payment for use of other telecommunication systems, including payment for connection, transmission and collection;
|
"5 Generation License Fee"12
|
-
|
The payment which the tender winner is required to pay for the license as notified to him by the tender committee in accordance with the 5 Generation tender.
|
“Technical Requirements
and Grade of Service”
|
-
|
Standards of availability and grade of service, standards for Telecommunication Installations and installation instructions, operation and maintenance, all in accordance with the Engineering
Plan and the Annexes to this License, and as the Director will order from time to time regarding the Licensee’s services;
|
13"Subscriber Agreement"
|
-
|
a contract that serves as an agreement between the Licensee and a subscriber, for the provision of all or part of the Licensee's services;
|
“The Bid”
|
-
|
The Licensee’s bid in the Tender;
|
“The Bezeq Corporation”
|
-
|
Bezeq, Israel Telecommunication Corporation Ltd.
|
14“Bill” or "Telephone Bill"
|
-
|
A bill that the Licensee submits to a subscriber for services that it itself provided to the subscriber or for Goods that it sold or rented to the subscriber;
|
“The Law”
|
-
|
The 15Communications (Telecommunication and Broadcasts) Law, 5742-1982;
|
16“Goods”
|
-
|
As defined in section 3 of the Interpretation Law, 5741 – 1981;
|
17“Holding”
|
-
|
for the purposes of Means of Control, directly or indirectly, whether alone or jointly , including by way of another, and including by way of a trustee or agent, or by a right granted under
any agreement, including an option to hold which does not arise from convertible securities, or any other means;
|
18“Transfer”
|
-
|
for the purposes of Means of Control, directly or indirectly, for valuable consideration or otherwise, in perpetuity or for a fixed period, at once or in portions;
|
19“Jointly with Others”
|
-
|
cooperation on a permanent basis; and the following shall be deemed to be in cooperation on a permanent basis: in respect of an individual – the individual, a person related to him, and a
corporation that either of them controls; and in respect of a corporation – the corporation, the person who controls it and a person controlled by either of them;”
|
“The Security Forces”
|
-
|
The Israel Defense Forces, The Israel Police, the General Security Force and the Institution of Intelligence and Special Operations;
|
20“Applicant”
|
-
|
whoever asks to engage in an engagement agreement or a purchase agreement with the Licensee;
|
“The Index”
|
-
|
The Consumer Price Index that is published by the Central Bureau of Statistics, from time to time, or any other index which will be substituted for it;
|
“Cellular Radio Base”
|
-
|
A wireless installation operating on the operating frequencies of the MRT System and used for establishing radio contact between subscribers’ MRT Terminal Equipment units in its area of
coverage and the MRT exchange;
|
“Interface”
|
-
|
The physical connection, including optic or wireless, meeting between various operational telecommunications installations;21
|
“Telecommunication
Installation”
|
-
|
An installation or device which is primarily designated for telecommunications purposes, including Terminal Equipment;22
|
"234th
Generation Tender"
|
-
|
Tender No. 2014/021 – a combined license for the provision of mobile radio telephony communications by way of the cellular method in Israel (MRT): expansion of an existing license or granting a
new license;
|
"5th Generation Tender"24
|
-
|
Tender No. 015/2019 – a combined license for the provision of mobile radio telephony communications by way of the cellular method in Israel (MRT): expansion of an existing license or granting a
new special license for MRT services on advanced bandwidths;
|
25“Tender No. 1/01
|
-
|
The tender published by the Ministry on 4 Nissan 5761 (28 March 2001), including clarifications given by the Ministry during the tender, and following which this License has been amended;
|
“The Tender”
|
-
|
Tender No. 7/97, published by the Ministry on July 15, 1997, including clarifications provided by the Ministry during the course of the Tender, following which this License has been awarded;
|
”The Director”
|
-
|
The Director General of the Ministry of Communications or his appointee in the matter of this License, wholly or partly;
|
“Subscriber”
|
-
|
Whoever has signed a subscriber agreement with the Licensee for obtaining MRT services as a terminal user.26 ;
|
"Business Subscriber"27
|
-
|
a Subscriber that is one of the following:
a corporation, as defined in the Interpretations Law, 1981;
government offices and other quasi-governmental offices;
a licensed dealer except for an exempt dealer;
a body that was incorporated in a law or by-law.
|
28“Split Business Subscriber”
|
-
|
a user of the Terminal Equipment, when his Telephone Bill is split between himself and a Business Subscriber or when he is charged for the entire Telephone Bill;
|
29"Non-Business Subscriber"
|
-
|
a Subscriber that is not a Business Subscriber and that is not a Split Business Subscriber;
|
"Dormant Subscriber"30
|
-
|
a subscriber that fulfills all of the following conditions:
Has not received and not made use of MRT services for at least one year, as of 1 January 2008;
Does not pay the Licensee any fixed tariffs;
Does not have an agreement with the Licensee for a fixed period program.
a subscriber that fulfills all of the following conditions:
Has not received and not made use of MRT services for at least one year, as of 1 January 2008;
Does not pay the Licensee any fixed tariffs;
Does not have an agreement with the Licensee for a fixed period program.
a subscriber that fulfills all of the following conditions:
Has not received and not made use of MRT services for at least one year, as of 1 January 2008;
Does not pay the Licensee any fixed tariffs;
Does not have an agreement with the Licensee for a fixed period program.
a subscriber that fulfills all of the following conditions:
Has not received and not made use of MRT services for at least one year, as of 1 January 2008;
Does not pay the Licensee any fixed tariffs;
Does not have an agreement with the Licensee for a fixed period program.
a subscriber that fulfills all of the following conditions:
Has not received and not made use of MRT services for at least one year, as of 1 January 2008;
Does not pay the Licensee any fixed tariffs;
Does not have an agreement with the Licensee for a fixed period program.
a subscriber that fulfills all of the following conditions:
Has not received and not made use of MRT services for at least one year, as of 1 January 2008;
Does not pay the Licensee any fixed tariffs;
Does not have an agreement with the Licensee for a fixed period program.
|
a subscriber that fulfills all of the following conditions:
Has not received and not made use of MRT services for at least one year, as of 1 January 2008;
Does not pay the Licensee any fixed tariffs;
Does not have an agreement with the Licensee for a fixed period program.
a subscriber that fulfills all of the following conditions:
Has not received and not made use of MRT services for at least one year, as of 1 January 2008;
Does not pay the Licensee any fixed tariffs;
Does not have an agreement with the Licensee for a fixed period program.
a subscriber that fulfills all of the following conditions:
Has not received and not made use of MRT services for at least one year, as of 1 January 2008;
Does not pay the Licensee any fixed tariffs;
Does not have an agreement with the Licensee for a fixed period program.
a subscriber that fulfills all of the following conditions:
Has not received and not made use of MRT services for at least one year, as of 1 January 2008;
Does not pay the Licensee any fixed tariffs;
Does not have an agreement with the Licensee for a fixed period program.
|
||
”International
Communication System”
|
-
|
a telecommunications installations system , connected or intended to be connected to a Public Telecommunications Network through an International Network Termination Point (NTP), which serves
or intends to serve for the transmission of telecommunications messages between an international switch located in Israel and a Telecommunications Installation located outside of Israel, including a satellite ground station and other
Telecommunications Installations (hereinafter: “Components of the System”), and including transmission facilities between Components of the System;31
|
"5 Generation System"
|
-
|
The MRT system, whether it is part of a 2G, 3G or 4G of the Licensee or whether it is separate from them, physically or logically, which enables data transfer fFor the purpose of providing
RELEASE 15 3 starting from GPP in RTN technology in accordance with the standard 5G service.
Whether it enables the provision of 5G service in the 5G service area or whether it enables the provision of service in other geographical areas;
|
"One-time Transaction"
|
-
|
A transaction that is not a Continuous Transaction;
|
"Continuous Transaction"
|
-
|
An engagement agreement to purchase Licensee services continuously and ongoing, including any change to the agreement or addition to it that do not constitute a new transaction, and all whether
the engagement agreement is for a set period or whether not for a set period;
|
“The MRT System”
|
-
|
The MRT through which the Licensee provides its services;
|
32“DO (Domestic Operator)”
|
-
|
a holder of a general license for the provision of wireless domestic telecommunications services;
|
Mobile Radio
Telephone System (MRT)”
|
-
|
A wireless installation system built according to the cellular method and other installations, through which Mobile Radio Telephone Services are provided to the public, including an MRT
exchange, Cellular Radio Bases and wireless or physical transmission channels which connect Cellular Radio Bases, Cellular Radio Bases and an MRT exchange, and between MRT exchanges;
|
“International Operator”
|
-
|
An operator which provides International Communication Services to the public in Israel in accordance with a general License awarded by the Minister;
|
33“MRT Operator”
|
-
|
A holder of a general license for the provision of mobile radio telephone services;
|
34“MRT Operator on Another Network”
|
-
|
a Licensee for the Provision of MRT Services that involves the use of all or a portion of an MRT System of an MRT Operator and at least of the Access Network of the said MRT System;
|
35“Competing MRT
Operator”
|
-
|
An MRT Operator that is not the Licensee;
|
“Domestic Operator”
|
-
|
An operator who provides communication services (infrastructure, transmission and telephony) to the public in Israel in accordance with a general license from the Minister.
|
“Exchange”
|
-
|
A Telecommunication Installation in which switching and transmission means are operated, which allows the establishment of contact between various Terminal Equipment units connected to it, and
transmission of telecommunication messages between them, including control and monitoring installations and other installations which enable provision of various services to the Licensee’s subscribers or to the subscribers of another Licensee.
|
“The Ministry”
|
-
|
The Ministry of Communications;
|
36“Transfer Switch”
|
-
|
A Telecommunications Installation which contains and operates switching, routing and transmission devices which enable the creation of a connection between various switching centers
connected thereto , and the transmission of telecommunications messages between them , including monitoring and routing installations;
|
37”National Roaming" (NR)"
|
-
|
The expansion of the services of another MRT Operator (hereinafter-"another operator") to coverage areas of the Licensee through the Licensee's MRT system, as detailed in section 67E.
|
“Officer”
|
-
|
38a person serving as a director, general manager, chief executive officer, deputy general manager, vice general manager, or a person acting as a replacement of one of the above in
a company even under a different title as well as any other manager directly subordinate to the general manager of the company;
|
“Appendices”
|
-
|
39The First Annex and the Appendices set out in the Second Annex to the License;;
|
NTP -
(Network Termination
Point)”
|
-
|
An interface to one end of which a Public Telecommunication Network is connected, and to the other, Terminal Equipment, a private network, a mobile telephone network or another Public
Telecommunications Network, as the case may be;
|
“International NTP”
|
-
|
An interface to one end of which a Public Telecommunication Network is connected, and to the other, an International Communication Network;
|
“Telecommunication
Activity”
|
-
|
Operation of a Telecommunication Installation, its installation, construction or its subsistence, all with the objective of telecommunication;
|
“The Ordinance”
|
-
|
The Wireless Telegraphy Ordinance (New Version) 1972;
|
Terminal Equipment”
|
-
|
Telecommunication equipment connected or designated to be connected to the Public Telecommunication Network, through an NTP or a private network, including telephones, modems, facsimile
machines or private exchanges;
|
MRT Terminal
Equipment”
|
-
|
Hand-held, mobile Terminal Equipment, or Terminal Equipment designated for permanent installation in motor vehicles or ships, designated to be connected to the MRT System by radio communication
through Cellular Radio Bases.
|
“PTP Line
(Point to Point)”
|
-
|
A line which serves for telecommunications, both ends of which are located on an NTP which is not in a public telecommunication network, in which a call or other form of communication which
initiates at one end may terminate only in the other end.
|
40“Interconnection”
|
-
|
a physical or logical connection between the Public Telecommunications Network of one licensee and the Public Telecommunications Network of another licensee, enabling the transfer of
telecommunications messages between the subscribers of both licensees or the provision of services by one licensee to the subscribers of another licensee;
|
“Relative”
|
-
|
A spouse, parent, son, daughter, brother or sister and their spouses;
|
“The License”
|
-
|
This License and all its Appendices as well as any document or condition which has been determined in the License as constituting an integral part of the License or of its conditions;
|
“the Network”
|
-
|
The Licensee’s MRT system;
|
“Public
Telecommunication
Network”
|
-
|
a system of Telecommunications Installations serving or designated to serve as a provider of Telecommunications Services to the entire public around the country, or at least in an area of
service that includes exchanges and transmission switches, transmission equipment and an access network including an MRT system and an International Telecommunications System, and with the exception of a private network, Terminal Equipment and
MRT Terminal Equipment;
|
“Wireline Public
Telecommunications
Network”
|
-
|
A public domestic telecommunications network, with the exception of an MRT system and an International Telecommunications System;
|
“Access Network”
|
-
|
Components of a Public Telecommunications Network used to connect a switching center and a network termination point (NTP) using wireline infrastructure, wireless infrastructure or a
combination of the two;”
|
“The Bezeq Corporation
Network”
|
-
|
The Public Telecommunication Network which serves The Bezeq Corporation for provision of services in accordance with the general License which it was awarded, as well as other Telecommunication
Services provided, in accordance with the Law, either by The Bezeq Corporation or by another body;
|
“Use”
|
-
|
Access to a Telecommunications Installation of the Licensee, including to its Public Telecommunications Network or Access Network, in whole or in part, and the ability to use such , for the
implementation of Telecommunications Activity and to provide Telecommunications Services thereby, including the installation of a Telecommunications Installation of another licensee on the Licensee’s telecommunications facility or premises;
|
“Telecommunication
Service”
|
-
|
Operation of telecommunication activities for the public;
|
“International
Communication
Service”
|
-
|
Telecommunication Service provided for the public in Israel, in accordance with a License granted by the Minister, through an international communications system of an International Operator;
|
“5G Service”41
|
-
|
service provided in a 5G System that is at least one of the following services:
a. Data Communications Using a Broad Frequency Band;
b. Massive Internet of Things (IoT) – data communications service enabling the transfer of telecommunications messages to a large number of End-Devices in a particular area, with
characteristics to be defined in the agreement between a Subscriber and the Licensee;
c. Mission Critical – Data Communications service with very high reliability and very low latency, as shall be defined in the agreement between a Subscriber and the Licensee and
according to the standards under which a 5G System operates”;
|
“Basic Telephone Service”
|
-
|
Switched or routed bi-directional transmission , including via modem, speech or speech-like telecommunications messages, such as facsimile signals;
|
“Telephony Service”
|
-
|
Basic Telephone Service and Accompanying Services to such service;
|
“42International Roaming Service”
|
-
|
An MRT Service provided overseas and in the territories under the Civil Administration of the Palestinian Council via the MRT system of a foreign MRT operator (hereinafter: a “Foreign Operator”), whereby the Subscriber pays the Licensee for the service; and similarly – an MRT Service provided in Israel via the Licensee’s MRT system, whereby the Licensee provides a service to a
Foreign Operator for the subscribers of such operator; for this purpose, the “Palestinian Council” – as defined in the Law for Implementation of the Interim Agreement regarding the West Bank and Gaza
Strip Law (Jurisdictional Powers and Other Provisions) ( (Legislative Amendments), 5756-1998 [sic]
|
“Accompanying Service”
|
-
|
A service as set out in the First Annex to the License, provided on the basis of a Basic Telephone Service, which by its nature can only be provided by the provider of the basic service;
|
“Added Value Service”-
|
-
|
A service provided based on a Basic Telephone Service, which by its nature can also be granted by another licensee who is not the supplier of the basic service; for the purposes of the
services of the Licensee, such service as set out in the First Annex of the License;
|
“Infrastructure Service”
|
-
|
an Interconnection or the ability of Use given to another licensee, a Franchisee or to a broadcast licensee;”
|
“Wireline Domestic
Telecommunications
Services”
|
-
|
Infrastructure Service, transmission, data communications and telephony services
|
“The Licensee’s Services”
|
-
|
MRT Services, Telecommunications Services and other services that the Licensee is entitled to provide to its subscribers, to other licensees, to broadcast licensees, to Franchisees and to the
Security Forces under this License;
|
“MRT Services”
|
-
|
Telecommunication Services provided through the MRT Terminal Equipment and through the MRT System;
|
Control”
|
-
|
The ability to direct the activity of a corporation, either alone or jointly with others, either directly or indirectly, including the ability that derives from the Articles of the corporation,
by virtue of an agreement, either written or oral, by virtue of holding the Means of Control in the corporation or in another corporation or which derives from another source, and excluding the ability deriving solely from holding the office of
director or any other office in the company; any person controlling a subsidiary company or another corporation held directly by him/her, will be deemed as controlling another corporation, controlled by the corporation which is held directly,
as aforesaid; it should be presumed that an individual or corporation shall control the corporation if one of the following conditions exist:
A. If he or it holds, either directly or indirectly, fifty percent (50%) or more of any Means of Control in the corporation;
B. If he or it holds, either directly or indirectly, a percentage of any Means of Control in the corporation which is the greatest part in relation to the holdings
of the other Interested Parties in the corporation.
C. If he or it has the ability to prevent taking business decisions in the corporation, with the exception of decisions in the matter of issuance of means of control
in a corporation or 43decisions in the matters of sale or liquidation of most businesses of the corporation, or fundamental change of these businesses;
|
“The Minister”
|
-
|
The Minister of Communication, including a person to whom the Minister has delegated his authority in the matter of this License, either in whole or in part;
|
“The Engineering Plan”
|
-
|
The Engineering Plan, including the Maintenance Organization and Grade of Services for the Subscribers, attached in the Appendices of the Second Annex to the License;
|
“Numbering Plan”
|
-
|
As defined in section 5A(b) of the Law;
|
"Billing Period"
|
-
|
A cyclical time period, with a set period, at the end of which a bill is presented to the subscriber for payment for the Licensee's services and for content services that were provided to the
subscriber during that period.
|
" Data Communications”
|
-
|
transfer of information and software between End-Devices, including computers;
“Data Communications Using a Broad Frequency Band” – service enabling a Subscriber to use Data Communications through a 5G System, provided that
frequency bands are used at an aggregate bandwidth of not less than 60 MHz, including as an aggregate bandwidth between different frequency ranges”;
|
"Radio Infrastructure"
|
-
|
Radio centers by way of the cellular method, monitoring units thereof, if any, and transmission connecting them to the core of the public telecommunications network of the Licensee.
|
"44Post- paid"
|
-
|
Payment for services that is collected from the subscriber after the Bill Period;
|
"45Pre-paid"
|
-
|
Payment for services that is collected from the subscriber before or at the beginning of the provision of the services;
|
46
|
1.2 |
Words and expressions in the License that are not defined in Paragraph 1.1, will be interpreted as in the Law, Ordinance and Regulations which have been enacted in accordance with them, The Law of Interpretations, 1981, or as specified in
appropriate paragraphs in the License, unless a different meaning is implicit in the text or in its context.
|
2. |
Paragraph Headings
|
3. |
The “Blue Pencil” Principle
|
4. |
Observation of Laws and Provisions
|
4.1 |
In all matters pertaining to the establishment of the MRT network, its subsistence, operation and maintenance and also for the provision of MRT services through it, the Licensee will act in accordance with the instructions of any law, and
without derogating from the generality of the above, will strictly observe the following:
|
1) |
The instructions of the Telecommunication Law and the regulations pursuant thereto;
|
2) |
The Wireless Telegraphy Ordinance and the regulations pursuant thereto;
|
3) |
Administrative instructions;
|
4) |
International conventions to which Israel is a signatory, in the matter of telecommunications and radio;
|
5) |
Any other law or convention applicable to telecommunication and radio, even though they have become valid after the award of the License.
|
4.2 |
The Licensee will act in accordance with the laws and provisions as set out in Paragraph 4.1 according to their validity from time to time during the License Period, including the remedies for breaching them, and they will be deemed to be an
integral part of the Terms of the License.
|
5. |
The Obligation of Permit according to all other Laws
|
6. |
Contradiction between the License Provisions
|
7. |
The Scope of the License
|
7.1 |
The Licensee is permitted, according to this License and subject to all its instructions and conditions, to establish, sustain, maintain and operate an MRT System, and through it provide MRT services; for this purpose, the Licensee is
permitted to do the following:
|
a) |
To establish, sustain, maintain and operate Cellular Radio Bases and connect them to MRT exchanges, and also to connect between MRT exchanges through wireless or physical transmission channels;
|
b) |
To connect the MRT System to another Public Telecommunication system in Israel;
|
c) |
To enter an agreement with subscribers for the provision of MRT Services;
|
d) |
To supply MRT Terminal Equipment to subscribers;
|
e) |
To supply its customers with MRT services as set forth in the First Annex to the License;
|
f) |
To supply its customers with services that were approved to the Licensee in accordance with Article 67C of the License.47
|
7.1a |
The Licensee’s services to its subscribers will be provided solely through MRT terminal equipment.
|
7.2 |
The Licensee in not permitted to provide any MRT or other Telecommunication Service that it is not explicitly permitted to provide within the framework of this License or another License awarded it by the Minister.
|
8. |
48No Exclusivity
|
8.1 |
The Licensee shall not have any form of exclusivity whatsoever in the provision of its services.
|
8.2 |
The Minister may at any time grant a license for the provision of MRT Services to additional operators.
|
8.3 |
Should the Minister publish a tender for the provision of MRT Services, the Licensee may submit a bid in the tender, however, the Minister may determine , as part of the conditions of such tender, that if the Licensee wins the tender, the
receipt of a license shall be conditional upon the Licensee transferring its MRT System to another as the Minister may order, and on such conditions as he may prescribe, and that the Licensee shall cease to provide MRT Services.
|
9. |
The License Period
|
9.1 |
The validity of this License is for a period of ten (10) years, that will begin on the day the License is awarded (hereinafter “The License Period”).
|
9.2 |
Cancelled.49
|
9.3 |
This License may be renewed for one or more additional periods of ten (10) years, beyond the License Period according to that stated in the clause (hereinafter – the Additional Period).50
|
9.4 |
The License shall be subject to the Minister’s authority pursuant to sections 13 to 15 on the matter of amending, restricting, suspending or terminating a License, as well as the authorities pursuant to section 4.G. of the Ordinance,
throughout the entire License Period or the Additional Periods.51
|
9.5 |
52Notwithstanding the above 53in the context of extension of the License,
following the winning by the Licensee of Tender No. 1/01, the validity of this License shall be for a period of twenty (20) years that will begin on 19 Shvat 5762 (1 February 2002).
|
10. |
Renewing the License54
|
10.1 |
The Minister and the Authorized Party pursuant to the Ordinance may, at the Licensee’s request, renew the License for additional periods of ten (10) additional years after having considered all of the considerations specified in section 4(b)
of the Law and the Ordinance, as the case may be, including all of the following55:
|
(A) |
The Licensee has observed the provisions of the Law, the Ordinance, the regulations therein and the provisions of the License;
|
(B) |
The Licensee has acted to constantly improve the MRT Services, their scope, availability and quality and also the technological updating of the MRT System, and there was no act or omission in the Licensee’s activity that harmed or limited
competition in the MRT branch;
|
(C) |
The Licensee is able to continue to provide MRT Services of a high standard and is able to implement the required investments in the technological updating of the MRT System for improving the scope of the MRT Services, their availability and
quality;
|
(D) |
The Licensee has efficiently used the frequency bands allocated to it, compared to alternative applications;
|
10.2 |
The Licensee will submit its request to renew56 the License in the course of the forty-five (45) days that precede the period of the eighteen (18) months prior
to the termination date of the License Period.
|
10.3 |
The Licensee will append the following to its request:
|
(A) |
A report summarizing all the annual reports submitted by the Licensee according to this License between the commencement date of the License or the renewal of the validity of the last License57 and the submission date of its request;
|
(B) |
A comparison of the data in the report with regard to each year with the data of the preceding year, and also explanations of extraordinary variations in the data;
|
(C) |
A review of the means, actions and investments undertaken or implemented by the Licensee for the improvement of the quality of the MRT Services, their scope and availability, for the development and technological updating of the MRT System.
|
10.4 |
The Concluding Report in accordance with Paragraph 10.3 will contain precise up-to-date details and will be drafted in the form of an affidavit.
|
10.5 |
For the purpose of examining the Licensee’s request to renew the License, and without derogating from the Minister’s authorities to request information pursuant to any law, the Minister and the Authorized Party pursuant to the Ordinance may
demand that the Licensee appear before them and present an Engineering Plan to them that describes its plans for the technological updating of the MRT System during the Additional Period.58
|
10.6 |
59Should the Licensee be required to appear before the Minister, either the chairman of the board of the company holding the License, the General Manager of the
company, or a person authorized in writing for this purpose, will appear.
|
10.7 |
60If the Licensee's does not comply with the request as set forth in section 10.5 and 10.6, at least twice, the Minister may reject its request to renew the
License61.
|
10.8 |
The Minister and the Authorized Party pursuant to the Ordinance shall notify the Licensee of their decision regarding the License renewal application by no later than one year prior to the expiration of the Period of the License.62
|
10.9 |
The conditions of this License will apply to the Additional Periods63, including and changes in them.
|
10.10 |
The instructions of Paragraph 100 in the matter of confidentiality will apply, with the required modifications, to information provided by the Licensee in accordance with the instructions of this paragraph, to the Minister to the Authorized
Party pursuant to the Ordinance, or any party on their behalf64.
|
11. |
Cancelled65
|
12. |
Termination of the License Period
|
12.1 |
If the License Period in accordance with Clause 9.5 or the Additional Period in accordance with Clause 10.1 has ended, and the License has not been renewed66,
the Minister may instruct the Licensee to continue operating the MRT System for a fixed period (hereinafter “the Service Termination Period”) until a License is awarded to another by law for the provision of the services which are the subject
of this License (hereinafter “the Alternative Licensee”), and the proceeding have been completed for transfer of the system according to it, or until a License is awarded to another by law for alternative services; the Service Termination
Period will, in any event, be no greater than two years from the date of expiry of the License.
|
12.2 |
During the Service Termination Period, and no later than ten (10) months from the day on which a License was awarded to an Alternative Licensee, the Licensee and the Alternative Licensee will enter negotiations for the acquisition of the MRT
System at its economic worth and the assignment of rights and obligations of the subscribers to the Alternative Licensee; should the said Licensees not reach complete agreement within ten (10) months as stated above, the price will be
determined by an arbitrator appointed by the Chairman of the Chartered Accountants Association, whose decision will be final.
|
13. |
Changing the Conditions of the License
|
13.1 |
The Minister and the authorized party pursuant to the Ordinance may change the conditions of the License, add to them or detract from them, in accordance with the provisions of section 4 of the Law and the provisions of sections 4.C and 4.F
of the Ordinance and in this regard, they will take into account inter alia67:
|
(A) |
A change has occurred in the suitability of the Licensee to implement the actions and services that are the subject of the License;
|
(B) |
Cancelled68
|
(C) |
A change in the License is required in order to ensure the Grade of Service provided in accordance with it;
|
(D) |
Changes in Telecommunication technology justify modifying the License;
|
(E) |
Changes have occurred in the electromagnetic spectrum needs that justify, in the Minister’s opinion, changes in the License;
|
(F) |
Considerations of public interest justify modifying the License;
|
(G) |
A change in government policy in the telecommunications sector demands a modification of the License;
|
(H) |
A change is required in the License by reason of its breach by the Licensee, as set out in Paragraph 15.
|
13.2 |
The Minister will act in accordance with his authority, as set out in Paragraph 13.1, after giving the Licensee a reasonable opportunity to voice its claims.
|
13.3 |
The Minister and the authorized Party pursuant to the Ordinance shall take action pursuant to their authority as stated in clauses 13.1 and 13.2 after the Licensee has been given a reasonable opportunity to voice its arguments.
|
14. |
Revocation of the License
|
14.1 |
The Minister and the authorized party pursuant to the Ordinance69 may revoke the License before the end of its validity if one or more of the causes set out in
Paragraph 6 of the Law or section 4.G of the Ordinance exists, including in any one of the following cases:
|
(A) |
The Licensee did not disclose required information to the Tender Committee or gave it incorrect information;
|
(B) |
The Licensee was required and refused to give the Minister or his appointee or to the Authorized Party pursuant to the Ordinance70 required information that is
in its possession, and which it had to divulge by virtue of the provisions of this License or by law, or the Licensee gave false information to the Minister or his appointee;
|
(C) |
The Licensee has not observed the instructions of the Law, the Ordinance or the regulations therein;
|
(D) |
The Licensee has committed a substantial breach of the License conditions and without derogating from the generality of the above, including the following:
|
(1) |
The Licensee demanded payments for its services that exceed the maximum tariffs prescribed in this License or pursuant thereto or pursuant to any law;
|
(2) |
The Licensee is not complying with the coverage or quality requirements prescribed in this License;71
|
(E) |
The Licensee has not commenced provision of services in accordance with the stipulations of this License or has illegally ceased, limited or delayed any one of its services;
|
(F) |
The Licensee has not invested the required sums in the establishment and operation of the MRT System at the coverage and quality standards determined by the Ministry in accordance with the written undertaking (Appendix I);
|
(G) |
Should one or more of the attributes that made the Licensee fit for participation in the Tender for MRT services or to be a Licensee, cease to exist, including the following:
|
(1) |
The Licensee has ceased to be a company registered in Israel;
|
(2) |
Cancelled72
|
(3) |
The majority of the directors of the company that is the Licensee are not Citizens or Residents of Israel;
|
(4) |
The General Manager of the company that is the Licensee or a director therein, has been convicted of an infamous offense and continues to serve in office;
|
(5) |
The General Manager of the company that is the Licensee is not a Citizen or Resident of Israel ;
|
(6) |
Prior to the expiry of five (5) years from the date of the award of the License, the voting rights of the MRT Operator or of a Controlling Corporation in an MRT Operator (hereinafter, with regard to this clause - “Controlling Corporation”),
at the general meeting or the right to appoint a director or general manger in the company that is the Licensee, decreased to less than twenty-five percent (25%); the rate of holdings of an MRT Operator or of a Controlling Corporation will be
calculated according to the provisions of Paragraph 23.6; However, the holdings of an MRT Operator or a Controlling Corporation that has direct or indirect holdings in the Licensee will be taken into account, with regard to this clause, only if
all of the following exist:
|
(1) |
Each body in the chain of holdings is controlling the body held by it as aforesaid, down to the body that directly holds the Licensee;
|
(2) |
The rate of holding in the Licensee of the MRT Operator or a Controlling Corporation, either directly or indirectly, will not be less than twenty-five percent (25%);
|
(3) |
The MRT Operator undertook to the Licensee to put at its disposal all the information in its possession that is required for the establishment and operation of the MRT System, for the provision of MRT Services, their marketing and sale.
|
(7) |
Subject to what is set out in Clause 9, one of the following exists in the Licensee:
|
- |
The Licensee, an Office Holder or Interested Party in the company that is the Licensee or an Office Holder in an Interested Party thereof is an Interested Party in a Competing MRT Operator without obtaining permission to do so from the
Minister as set out in Paragraph 23.8, or has not fulfilled one of the conditions included in the permit it obtained from the Minister as stated above;
|
- |
An Office Holder, Interested Party or an Office Holder in an Interested Party in the company that is the Licensee is an Office Holder in a Competing MRT Operator or in an Interested Party in a Competing MRT Operator, without having obtained
permission to do so from the Minister; as stated in Paragraph 23.2, or has not fulfilled one of the conditions included in the permit it obtained from the Minister as stated above;
|
(8) |
If one of the following exists in an Interested Party in the company that is the Licensee, that is a trust fund, an insurance company, an investment company or a pension fund:
|
- |
It holds, either directly or indirectly, more than five percent (5%) of any Means of Control in a Competing MRT Operator, without having obtained permission to do so from the Minister;
|
- |
It holds, either directly or indirectly, more than five percent (5%) of any Means of Control in a Competing MRT Operator in accordance with a permit from the Minister, and in addition it has a representative or appointee who is an Office
Holder in a Competing MRT Operator, unless it has been legally required to do so;
|
- |
It holds, either directly or indirectly, more than ten percent (10%) of any Means of Control in a Competing MRT Operator, even if it has received permission to hold up to ten percent (10%) of the said Means of Control;
|
(8a) |
If one of the following exists in an Interested Party in a Competing MRT Operator, that is a trust fund, an insurance company, an investment company or a pension fund:
|
- |
It holds, either directly or indirectly, more than five percent (5%) of any Means of Control in the Licensee, without having obtained permission to do so from the Minister;
|
- |
It holds, either directly or indirectly, more than five percent (5%) of any Means of Control in the Licensee in accordance with a permit from the Minister, and in addition it has a representative or appointee who is an Office Holder in the
Licensee, unless it has been legally required to do so;
|
- |
It holds, either directly or indirectly, more than ten percent (10%) of any Means of Control in the Licensee, even if it has received permission to hold up to ten percent (10%) of the said Means of Control;
|
(9) |
The Licensee, an Office Holder or an Interested Party in the Licensee, or an Office Holder in an Interested Party in the Licensee, controls a Competing MRT Operator, is controlled by a Competing MRT Operator, by an Office Holder or an
Interested Party in a Competing MRT Operator, by an Office Holder in an Interested Party in a Competing MRT Operator, or by a person or corporation that controls a Competing MRT Operator;
|
(H) |
The Means of Control in the Licensee or control of it have been transferred in contravention of Paragraph 21;
|
(I) |
There was an act or omission in the Licensee’s activity that harmed or limited competition in the MRT branch;
|
(J) |
A receiver or temporary liquidator was appointed for the company that is the Licensee, an order was issued for its winding-up or it decided to be voluntarily wound-up;
|
(K) |
Cancelled;
|
(L) |
The Licensee requested revocation of the License.
|
(M) |
The Licensee breached on of the provisions in Article 22A.74
|
14.1 | A. |
With regard to sub-clause 14.1 (e75), limitation of service due to technological circumstances that is implemented after an advance
written and reasoned notice was sent to the Director and after its approval by the Director, will not be viewed as an illegal limitation of service.
|
14.1 | B. |
With regard to sub-clause 14.1 (G) (6), “MRT Operator” is an operator of an MRT system abroad, through which MRT services are provided to at least five hundred thousand (500,000) subscribers.
|
14.2 |
Should the Minister consider that the cause of revocation, under the circumstances of the matter, does not require revocation of the License, the Minister will give the Licensee a fair opportunity to correct the act or omission that
constitute a cause for revocation.
|
14.3 |
The Minister will give prior notice to the Licensee regarding his intention of revoking the License, and in the notice will note the cause and enable the Licensee, within a period determined in the notice, to voice its claims regarding the
cause of revocation, either in writing or orally, according to circumstances.
|
14.4 |
The Minister may invite the Licensee to appear before him and he is permitted to require the Licensee to answer questions, present documents or to provide him with information and documents insofar as this is required for the purpose of
clarifying the cause of revocation.
|
14.5 |
Should the Licensee be required or invited as stated above, it will fulfill the requirement or respond to the invitation on the set date.
|
14.6 |
Should the Licensee not respond, at least twice, to the Minister’s requirement or invitation within the period determined by the Minister in the requirement or invitation, the Minster may revoke the License through a notice sent to the
Licensee (hereinafter “Notice of Revocation”).
|
14.7 |
In the Notice of Revocation the Minister will determine the date on which revocation of the License will take effect, and he may instruct the Licensee to continue to provide the services in accordance with this License until a License is
awarded to another, or until the appointment of a trustee, or until the appointment of a receiver by law for management and operation of the MRT System, as the case may be.
|
14.8 |
The Licensee will continue to provide the services up to the date set by the Minister in his notice and will observe the instructions of this License and every instruction given to it by the Minister in this matter.
|
15. |
Other Remedies
|
15A. |
Temporary Order76
|
16. |
Deleted77.
|
17. |
Ownership of the MRT System
|
17.1 |
The Licensee shall be the owner and operator of the MRT System.
|
17.2 |
Notwithstanding Article 17.1, the Licensee may make use of:
|
(a) |
physical or wireless transmission lines of another licensee;
|
(b) |
the radio infrastructure, that is functioning and operating by way of a Cellular Radio Infrastructure Licensee, in the framework of a usage agreement, as defined in Clause 19.3C, and after receiving the prior written agreement of the
Director and the Authorized Party pursuant to the Ordinance, and in accordance with the conditions they prescribed78.
|
18. |
Limits on the Transfer of License Assets
|
18.1 |
The Licensee is not allowed to sell, lease or mortgage any of the assets that serve for the implementation of the License (hereinafter: “the License Assets”), unless given the Minister’s prior written consent, in accordance with the terms
set by the Minister.
|
18.2 |
Without derogating from the generality of what is set out in Paragraph80 18.1, the Minister will give his approval to give title to rights in the License assets
to a third party, if he is satisfied that the Licensee has ensured that in any event, the realization of the rights by the third party will not cause any damage to the provision of services according to this License, as long as the Licensee
must provide these services according to the provisions of this License.
|
18.3 |
Despite what is stated in Paragraph 18.1, the Licensee may mortgage any of the License’s assets in favor of a banking corporation that is legally active in Israel, for the purpose of obtaining bank credit, on condition that advance notice of
the intended mortgage was given to the Director, and in the mortgage agreement there is a clause that ensures that realization of the rights by the banking corporation will not cause any damage to the provision of services in accordance with
this License; with regard to this clause, “Banking Corporation” - as defined in the Banking Law (Licensing) 1981, with the exception of “External Corporation” as defined in the same Law.
|
18.4 |
The provisions of Paragraph 18.1 will not apply to the sale of items of equipment during an upgrading process, including the sale of equipment, as aforesaid, as part of a trade-in.
|
8118.4A |
For purposes of sale, lease, mortgage or transfer of the license assets to a Cellular Radio Infrastructure Licensee, whom the Licensee is his client, the provisions of this Article shall not apply.
|
19. |
Agreement with another
|
19.1 |
In the event that the Licensee wishes to provide any of the services in accordance with the License, wholly or partly, through another party on its behalf, it will request the Director’s approval; the Licensee will append to its request the
agreement82 between it and the other party; the provision of this Paragraph will not apply to an agreement between the Licensee and a distributor of MRT Terminal
Equipment or whoever acts on behalf of the Licensee for the marketing of its services.
|
19.2 |
The Director may approve the request, reject it or make his approval contingent on conditions that must be fulfilled, including the amendment of the agreement; the Director will consider, inter alia,
to what extent the terms of the agreement with the other party ensure maintaining a fair competition, the grade of service for the public, the fulfillment of the License provisions and the Licensee’s obligations in accordance with it; the
Director will not approve an agreement with another party that contradicts the Licensee’s obligations in accordance with this License.
|
19.3 |
The agreement with another party will not detract from the Licensee’s obligations and its responsibility for the implementation of any of the services which are the subject of this License, wholly or partly, according to the provisions of
the License, and will not detract from the powers of the Minister, Director, or anyone on their behalf.
|
19A |
Definitions
|
19A.1 |
In this section:
|
19A.1
|
"Confidential Commercial Information"
|
-
|
Data regarding the Licensee that is not public, and that relates to one of the following:
(1) Amount and volume of telecommunication messages transferred through the network, the kinds thereof and their destinations;
(2) Number of subscribers, their classification and characteristics;
(3) Network structure, its layout and the technology according to which it operates;
(4) Plans for the expansion of the network, changes therein and operation of new services therewith;
(5) Marketing or other technological plans or activities, the information regarding them was transferred to the Licensee by the MRT licensee, or other business activity, the information
regarding which was classified by the MRT licensee as confidential commercial information;
(6) Any other information which cannot be legally easily discovered by others, whose confidentiality grants its owners a business advantage over its competitors.
|
"Passive Component"
|
-
|
The passive elements in the cellular radio center's website, including pole, structure, electricity and air conditioning;
|
|
"Active cooperation of an antenna"
|
-
|
Passive cooperation and in addition, cooperation of the antenna or cable feed to the antenna;
|
|
"Active Cooperation of a frequency" (MOCN83)
|
-
|
Active cooperation of an antenna, including sharing of radio equipment and frequency that were allotted for use of the MRT licensee;
|
|
"Passive Cooperation"
|
-
|
Whole or partial cooperation of a Passive Component in a significant number of cellular radio center's websites between two or more of the MRT licensee;
|
19B. |
Cooperation with another mobile telephony communications license owner
|
19B.1 |
The Licensee may enter into an agreement with another MRT licensee (hereinafter in this section: "Other Licensee") for the purpose of cooperation ("Cooperation Agreement") in any one of the following options only:
|
(a) |
Passive Cooperation Agreement;
|
(b) |
Active Cooperation of an Antenna Agreement;
|
(c) |
Active Cooperation of a Frequency Agreement (MOCN);
|
19B.2 |
Without derogating from the aforementioned in Article 19.3B:
|
(a) |
The Licensee may enter into an agreement with other MRT licensee in various cooperation agreements in each of the 2nd, 3rd, 4th and 5th84 Generation networks. Despite the aforementioned:
|
1) |
Active Cooperation of a Frequency (MOCN) shall not be approved between two operators.
|
2) |
Active Cooperation of a Frequency (MOCN) in 2nd or 3rd Generation shall be approved only if both cooperating licensee were allocated 4th Generation frequencies
and if the cooperating licensee who is not an operator has an Active Cooperation of a Frequency (MOCN) in 4th Generation.
|
(b) |
Cancelled.
|
19B.3 |
If the Licensee and the Other Licensee reach a cooperation agreement of the types specified in Article 19.1B, the Licensee shall submit a written request to the Director General no later than thirty days from the date of signature of the
Cooperation Agreement (hereinafter in this clause – the "Request"), and shall request his approval of the Cooperation Agreement, and the Request shall include, at least, all of the following:
|
(a) |
Details of the Licensee and the Other Licensee;
|
(b) |
Type of Cooperation Agreement as stated in Article 19.1B;
|
(c) |
Executive summary of the main points of the Cooperation Agreement;
|
(d) |
A copy of the Agreement with all of its attachments and appendices, together with an affidavit of an office holder of the Licensee that except for these documents, no agreement exists, in writing or orally, in connection with the Agreement;
|
(e) |
An opinion according to which the Agreement meets the most recent "Broadband Access Cooperation of a License Owner for the Provision of MRT Services" policy and the terms of Section A1. The opinion shall include an analysis of the influence
of the Cooperation Agreement on the competition in the telecommunications and broadcasting area;
|
(f) |
The date scheduled for the commencement of the implementation of the Agreement and its expiration;
|
19B.4 |
The Director General may approve the Request, deny it or condition its approval, including amending the Agreement.
|
19B.5 |
The Licensee may commence the implementation of the Cooperation Agreement only after the Director General approved the Request of the Licensee and the Other Licensee in writing.
|
19C |
Cooperation Agreement and Use Agreement
|
19C.1 |
If the Licensee files a request for an Active Cooperation of a Frequency Agreement (MOCN), the Director General shall consider the request, taking into account, inter alia, the existing competition
level of MRT services and the potential harm to competition, the existing and expected frequency inventories and the efficiency of use of the frequencies, the survivability and the redundancy of the networks from a national standpoint and
ensuring the telecommunication service level over time.
|
19C.2 |
The Active Cooperation of a Frequency Agreement (MOCN) shall include the following terms:
|
(a) |
Cooperating licensees shall establish a joint corporation, and shall have equal control thereof. The joint corporation shall be required to obtain a cellular radio infrastructure license;
|
(b) |
During the entire term of the Cooperation Agreement, the following provisions shall apply to each one of the cooperating licensees in regards to the Passive Component and the radio centers included in the joint access network:
|
1) |
In the cellular radio centers – all cooperating licenses shall hold equally;
|
2) |
In the Passive Component – each of the cooperating licensees shall have the right to make effective use of all Passive Components in the access network.
|
(c) |
The Cooperation Agreement expiration mechanism, which ensures the ability of each of the cooperating licensee to continue providing MRT services to its subscribers after said expiration, in accordance with the provisions of its license. The
framework of said expiration mechanism shall include provisions which shall arrange for the continued existence of the right to make effective use of the Passive Components in case of termination of the Cooperation Agreement in accordance with
the provisions of sub-article (2) and the mutual requirement to allow for Passive Cooperation even after the termination.
|
19C.3 |
Without derogating from the aforementioned in Article 19.2C, the Licensee, the Other Licensee and the Cellular Radio Infrastructure Licensee shall enter into a usage agreement between them, which grants the Cellular Radio Infrastructure
Licensee an indefeasible right of use (IRU) in the joint access network components, which are not owned by the Cellular Radio Infrastructure Licensee, which specifies the method of use that shall be made with the joint network (hereinafter: the
"Usage Agreement").
|
19C.4 |
Any change in the Usage Agreement or in the Cooperation Agreement shall be presented to the Director General for approval no later than ten days from the date of signing the change; the Licensee shall forward to the Director General, upon
request, a copy of the Usage Agreement or any change therein.
|
19C.5 |
The Cooperation Agreement or Usage Agreement (hereinafter in this Article – the "Agreement") shall not limit, directly or indirectly, the Licensee and the Other Licensee from reaching an agreement with an additional licensee or an MRT
licensee on another network or from signing another agreement with them, or from causing discrimination in regards to the terms of use of the cellular radio infrastructure.
|
19C.6 |
If the Licensee or the Other Licensee shall wish to make use of the radio infrastructure of the Cellular Radio Infrastructure Licensee, it shall contact the licensees who are parties to the agreement in order to formulate a Cooperation
Agreement, and shall act as stated in Article 19B.
|
19C.7 |
Nothing in the contracting with the Cellular Radio Infrastructure Licensee may derogate from the duties of a licensee and from its responsibilities to supply to its customers any service of the services under this license, in whole or in
part, under the provisions of this license.
|
19C.8 |
If the parties do not reach an agreement, each party may contact the Ministry in order to resolve the disputes between them in accordance with Section 5 of the Law.
|
19D |
Obligation for Structural Separation
|
19D.1 |
The Licensee shall maintain structural separation between itself and the Cellular Radio Infrastructure Licensee, as specified below:
|
(a) |
Complete separation between its Management and the Management of the cellular radio infrastructure license owner; in this regard – "Management", with the exception of an office holder who is not a
director of the Licensee, who is also a director of the Cellular Radio Infrastructure Licensee.
|
(b) |
Complete separation between its assets and the assets of the Cellular Radio Infrastructure Licensee, with the exception of the radio infrastructure of the Licensee;
|
(c) |
The Licensee shall not employ the employees of the Cellular Radio Infrastructure Licensee, and the Cellular Radio Infrastructure Licensee shall not employ employees of the Licensee;
|
(d) |
The Licensee shall not employ anyone who was a Management employee of the Cellular Radio Infrastructure Licensee for one year after the termination of his employment, without the approval of the Director General;
|
(e) |
The Licensee shall neither receive nor transfer to the Cellular Radio Infrastructure Licensee Confidential Commercial Information that is not required for the provision of the Cellular Radio Infrastructure Licensee's services to the
Licensee.
|
19D.2 |
Regarding confidentiality of commercial information, the Licensee shall do as follows:
|
a) |
The Licensee shall refrain from transferring Confidential Commercial Information to the Cellular Radio Infrastructure Licensee, except for information required for the provision of the services of the Cellular Radio Infrastructure Licensee
to the Licensee;
|
b) |
The Licensee shall refrain from transferring Confidential Commercial Information to the Other Licensee, holding the same Cellular Radio Infrastructure Licensee or receives services therefrom;
|
c) |
The Licensee shall determine procedures and rules for maintaining Confidentiality of Commercial Information, and for the prevention of its transfer as stated in sub-articles (a) and (b). The procedures shall determine, inter alia, limitations regarding the distribution of the Confidential Commercial Information to the Licensee and the Cellular Radio Infrastructure Licensee, and the access to Confidential Commercial
Information by employees who are not supposed to handle it in the framework of their positions.
|
19D.3 |
If the Minister becomes aware that there is a real concern to damage to competition in the telecommunications area or to the public interest, he may instruct that the provisions of this chapter, in whole or in part, shall apply to an
affiliated company to the Licensee that has a license under the Communications Law.
|
19D.4 |
If the Minister becomes aware that in a certain incident, circumstances existed which permitted it, and after he was convinced that there would be no damage to competition in the telecommunications or broadcast area or to the public
interest, he may, according to a written request from the Licensee, permit by way of a written approval, reservations to the structural separation obligation set forth in this section or according thereto, and he may determine conditions for
it.
|
20. |
Deleted85
|
21. |
Transfer of Means of Control
|
21.1 |
A holding of ten percent (10%) or more of any of the Means of Control in the Licensee will not be transferred, either directly or indirectly, either all at once or in parts, unless given the Minister’s prior written consent.
|
21.2 |
Any of the said Means of Control, or a part of them, in the Licensee, may not be transferred in any way, if as a result of the transfer, control in the Licensee will be transferred from one person to another, unless given the Minister’s
prior written consent.
|
21.3 |
No control shall be acquired, either direct or indirect, in the Licensee, and no person, whether on his/her own or together with his/her relative or with those acting with him/her on a regular basis, shall acquire in it ten percent (10%) or
more of any of the Means of Control in the Licensee, whether all at once or in parts, unless given the Minister’s prior written consent.
|
21.4 |
Deleted86
|
21.5 |
87Despite the provisions of sub-clauses 21.1 and 21.3 above, should there occur a transfer or purchase of a percentage of Tradable Means of Control in the
Licensee requiring consent under clauses 21.1 and 21.3 (other than a transfer of purchase that results in a transfer of control), without the Minister’s consent having been sought, the Licensee shall report this to the Minister in writing, and
shall make an application to the Minister to approve the said transfer or purchase of the Means of Control in the Licensee, within 21 days of the date on which the Licensee became aware of such.
|
21.6 |
Neither the entry into an underwriting agreement relating to the issue or sale of securities to the public, the registration for trading on the securities exchange in Israel or overseas, nor the deposit or registration of securities with a
registration company or with a depository agent or a custodian for the purpose of registration of GDRs or ADRs or similar certificates relating to the issue or sale of securities to the public shall in and of themselves be considered as a
transfer of Means of Control in the Licensee88.
|
21.7 (a) |
Irregular Holdings shall be noted in the Licensee’s members register (the list of shareholders) stating the fact that they are irregular, immediately upon the Licensee’s becoming aware of this, and a notice of theregistration shall be given
by the Licensee to the holder of such Irregular Holding and to the Minister.
|
(b) |
Irregular Holdings, noted as aforesaid in clause 21.7(a), shall not provide the holder with any rights, and shall be “dormant shares” as defined in Section 308 of the Companies Law 5759-1999, expect in the case of the receipt of a dividend
or any other distribution to shareholders (especially the right to participate in an allotment of rights calculated on the basis of holdings of Means of Control in the Licensee, although holdings accumulated as aforesaid shall also be
considered as Irregular Holdings), and therefore no action or claim of the activation of a right by virtue of the Irregular Holdings shall have any force, except in the case of the receipt of a dividend or any other distribution as aforesaid.
|
(1) |
A shareholder who takes part in a vote during a meeting of shareholders shall advise the Licensee prior to the vote, or in the case of documentary voting on the voting document, whether his holdings in the Licensee or his voting require
consent under clauses 21 and 23 of the License or not; where a shareholder does not so advise, he may not vote and his vote shall not count.
|
(2) |
No director of the Licensee shall be appointed, elected or transferred from office by virtue of an Irregular Holding; should a director be appointed, elected or transferred from office as aforesaid, the said appointment, election or
transfer, as the case may be, shall be of no effect.
|
(3) |
Irregular Holdings shall not provide voting rights in the general meeting;
|
(c) |
The provisions of clause 21.7 shall be included in the Articles of Association of the Licensee, including the provisions of clause 21.9, mutatis mutandis.
|
21.8 |
For so long as the Articles of Association of the Licensee provide as set out in clause 21.7, and the Licensee acts in accordance with the provisions of clauses 21.5 and 21.7, and for so long as none of the holdings of 89Founding Shareholders or their Substitutes reduces to less than 9091 2692% of all Means of Control in the Licensee immediately prior to the listing of
the shares for trade, and for so long as the Articles of Association of the Licensee provide that a majority of the voting power in the general meeting of the Licensee may appoint all members of the Board of Directors of the Licensee, other
than external directors required by any law and/or the relevant Exchange Rules, the Irregular Holdings shall not, in and of themselves, give rise to a cause for the cancellation of the Licensee.
|
21.9 |
The provisions of clauses 21.5 through 21.8 shall not apply to the founding shareholders or their substitutes.96.
|
22. |
Placing a Charge on Means of Control
|
22A. |
Israeli Requirement and Holdings of Founding Shareholders or their Substitutes97
|
22A.1 |
The total cumulative holdings of the "Founding Shareholders or their Substitutes", as defined in Article 21.8, (including anyone that is an “Israeli Entity” as defined in Article 22.2A below, that purchased Means of Control from the Licensee
and received the Minister’s approval to be considered a founding shareholder or their substitute from the date set by the Minister), and are bound by an agreement for the fulfillment of the provisions of Article 22A of the License (in this
Article they will all be considered “Founding Shareholders or their Substitutes”) shall not be reduced to less than 26% of each of the Means of Control in the Licensee.
|
22A.2 |
98(1) The total cumulative holdings of "Israeli Entities", one or more, which are among the Founding Shareholders or their Substitutes, out of the total
holdings of Founding Shareholders or their Substitutes as set forth in Article 22.1A above, shall be at a rate not less than five percent (5%) of the total issued share capital and from each of the Means of Control in the Licensee. For this
matter, the issued share capital of the Licensee shall be calculated by deducting the number of “Dormant Shares” held by the Licensee.
|
22A.3 |
At least one tenth (10%) of the members of the Board of Directors of the Licensee shall be appointed by the Israeli Entities as set forth in Article 22A.2. Notwithstanding the above-mentioned, for this matter- if the Board of Directors of
the Licensee shall consist of up to 14 members – at least one director shall be appointed by the Israeli entities as set forth in Article 22.2A above, if the Board of Directors of the Licensee shall consist of between 15 and 24 members-at
least 2 directors shall be appointed by the Israeli entities as set forth in Article 22.2A above and so on and so forth. 99This Article shall not apply if an
instruction was given to the Licensee in accordance with Article 13 of the Law, as set forth in Article 22A.2(2).
|
22A.4 |
The Licensee's Board of Directors shall appoint from among its members that have security clearance and security compatibility to be determined by the General Security Service (hereinafter: “ Directors with Clearance”) a committee to be
designated "the Committee for Security Matters", or CSM.
|
22A.5 |
Security matters that the Board of Directors or the Audit Committee of the Licensee shall be required to consider in accordance with the mandatory provisions of the Companies Law, 5759-1999, or in accordance with the mandatory provisions
of any other law that applies to the Licensee shall be discussed, if they need to be discussed by the Board of Directors or the Audit Committee, only in the presence of Directors with Clearance. Directors that do not have security clearance
shall not be allowed to participate in this Board of Directors or Audit Committee meeting and shall not be entitled to receive information or to review documents that relate to this matter. The legal quorum for such meetings shall include only
Directors with Clearance.
|
22A.6 |
The shareholders at a general meeting shall not be entitled to assume, delegate, transfer or exercise any of the authorities granted to another organ in the company, regarding security matters
|
22A.7 (a) |
The Minister shall appoint an observer for the Board of Directors and committee meetings, that has security clearance and security compatibility that will be determined by the General Security Services.
|
(b) |
The observer shall be a government employee, qualified to serve as a director, in accordance with Chapter C of the Government Companies Law, 5735-1975.
|
(c) |
In addition, and without derogating from any duty imposed on him by any law, the observer shall be bound by confidentiality towards the Licensee, except as the matter may be required to fulfill his responsibilities as an observer. The
observer shall not act as an observer or in any other capacity for any entity that deals with the provision of telecommunication services and directly competes with the Licensee, and shall refrain from any conflict of interest between his
position as an observer and between the Licensee, excluding conflicts of interest that result from his being a government employee that is fulfilling his responsibilities as an observer with the Licensee. The observer shall undertake towards
the Licensee not to serve as an observer or an office holder, and not to fulfill a position or be employed, directly or indirectly by any entity that directly competes with the Licensee or has a conflict of interest with the Licensee,
excluding a conflict of interest that results from his being a government employee that is fulfilling his responsibilities as an observer with the Licensee throughout the duration of his position as an observer with the Licensee and for
eighteen months after he completes this term.
|
(d) |
Notices to Board of Director and committee meetings, including the CSM, shall be sent to the observer and he shall be entitled to participate as an observer in each such meeting.
|
(e) |
The observer's entitlement to receive information from the Licensee, shall be the same as a director. If the Licensee believes that certain information that is sensitive business information is not required by the observer in order to
fulfill his duties, the Licensee may delay delivery of such information to the observer and shall inform him accordingly. If the observer believes that he should receive such information, the matter shall be decided by the head of the General
Security Services.
|
(f) |
If the observer believes that the Licensee adopted or is about to adopt a resolution regarding security matters, contrary to the provisions of the License, contrary to Article 13 of the Law or contrary to the provisions of Article 11 of the
General Security Services Law, 5762-2002, he shall immediately notify the Licensee in writing. Such a notice shall be sent to the chairman of the Board of Directors and to the chairman of the CSM and adequate time shall be given, under the
circumstances of the case, to remedy the breach or to change the resolution, if possible.
|
22A.8 |
The provisions of Article 22A of the License shall be adopted in the Articles of Association of the Licensee.
|
23. |
Prohibition of Cross-Ownership
|
23.1 |
The Licensee, an Office Holder or an Interested Party in the Licensee, as well as an Office Holder in an Interested Party in the Licensee, shall not hold, either directly or indirectly, five percent (5%) or more of any Means of Control in a
Competing MRT Operator, and shall not serve as an Office Holder in a Competing MRT Operator or in an Interested Party in a Competing MRT Operator; for this matter, “Holding” includes holding as an agent.
|
23.2 |
Notwithstanding the provisions of Paragraph 23.1, the Minister may, based upon written request, permit an Office Holder in the Licensee to serve as an Office Holder in an Interested Party in a Competing MRT Operator, or permit an Office
Holder in an Interested Party in the Licensee to serve as an Office Holder in a Competing MRT Operator or in an Interested Party in a Competing MRT Operator, if he is satisfied, that this will not harm the competition in MRT Services; the
Minister may condition the granting of such permit on conditions that the Office Holder must fulfill for prevention of harm to the competition as aforesaid.
|
23.3 |
Notwithstanding the provisions of Paragraph 23.1, an Interested Party in the Licensee, which is a trust fund, an insurance company, an investment company or a pension fund, may hold up to ten percent (10%) of the Means of Control in a
Competing MRT Operator, and an Interested Party in a Competing MRT Operator, which is a trust fund, an insurance company, an investment company or a pension fund, may hold up to ten percent (10%) of the Means of Control in the Licensee,
provided it does not have a representative or an appointee on its behalf among the Office Holders of a Competing MRT Operator or of the Licensee, as the case may be, unless it is required to do so by law.
|
23.4 |
The Licensee, an Office Holder or an Interested Party in the Licensee, as well as an Office Holder in an Interested Party in the Licensee, will not control a Competing MRT Operator, and will not cause it, by any act or omission, to be
controlled by a Competing MRT Operator or by an Office Holder or an Interested Party in a Competing MRT Operator, or by an Office Holder in an Interested Party in a Competing MRT Operator, or by a person or corporation that controls a Competing
MRT Operator.
|
23.5 |
The rate of indirect holding in a corporation will be a product of the percentage of holdings in each stage of the chain of ownership, subject to what is set out in Paragraph 23.6; for example:
|
(A) |
‘A’ holds 40% in Company ‘B’;
|
(B) |
Company ‘B’ holds 40% in Company ‘C’;
|
(C) |
Company ‘C’ holds 25% in Company ‘D’;
|
(D) |
Therefore, Company ‘A’ holds, indirectly, 4% of Company ‘D’.
|
23.6 |
For the matter of this Paragraph and Paragraphs 14.1 (G) (6), (7), (8), (8a), (9) and 21.4, if a certain body (hereinafter: “the Controlling Body”) controls another body that has holdings, directly or indirectly, in the Licensee
(hereinafter: “the Controlled Body”), the Controlling Body, and also any other body controlled by the Controlling Body, will be attributed with the rate of holdings in the Licensee that the Controlled Body has, directly or indirectly; according
to the following examples:
|
A. |
Direct holdings:
|
(1) |
‘A’ holds 50% in Company ‘B’, and controls it;
|
(2) |
Company ‘B’ holds 50% in Company ‘C’, and controls it;
|
(3) |
Company ‘C’ holds 10% in the Licensee and does not control it;
|
(4) |
Therefore, notwithstanding that ‘A’s’ holdings in the Licensee in accordance with the instructions of Paragraph 5.6 are 2.5%, ‘A’ and also any body controlled by ‘A’ will be deemed as an Interested Party holding 10% in the Licensee.
|
B. |
Indirect holdings:
|
(1) |
‘A’ holds 50% of Company ‘B’ and controls it;
|
(2) |
Company ‘B’ holds 40% of Company ‘C’ and controls it;
|
(3) |
Company ‘C’ holds 40% of Company ‘D’ and does not control it;
|
(4) |
Company ‘D’ holds 40% of the Licensee and does not control it;
|
(5) |
Therefore, ‘A’ and any body controlled by ‘A’ will be regarded as having a holding in the Licensee at the rate of holdings of Company ‘C’ in the Licensee, which is holdings of 16% (according to the method set out in Paragraph 23.5 for the
calculation of the rate of indirect holdings in the absence of control), and in this manner, ‘A’ and any body controlled by ‘A’ is an Interested Party in the Licensee.
|
23.7 |
If a certain body has indirect holding in the Licensee, through two or more Interested Parties, then for the purpose of its definition as an Interested Party, and for the purpose of determining the rate of holding with regard to this
Paragraph, the greatest indirect rate of holding will be taken into account, and also any rate of holding that derives from the chain of holdings through which the said holding body is attributed with the holdings of corporations controlled by
it in accordance with the provisions of Paragraph 23.6; the rates of holdings that derive from two or more chains that will be taken into account as stated above, will be cumulative for the purpose of calculating the rate of holdings.
|
23.8 |
The Minister may, in response to a written request, permit an Interested Party in the Licensee to hold, either directly or indirectly, five percent (5%) or more in any of the Means of Control of a Competing MRT Operator, if the Minister is
satisfied that this will not harm competition in the MRT field; 100the Minister may condition the granting of the said permit on a condition that the Interested
Party in the Licensee or competing MRT Operator is an Interested Party merely by virtue of the provisions of Article 23.6 .
|
24.1 |
Prohibition of Conflict of interests
|
24.2101 |
Without derogating from the aforementioned in Article 24.1, the Licensee may reach a Cooperation Agreement as set forth in Article 19.1B.
|
25. |
Definition
|
26. |
Establishment according to the Engineering Plan
|
26.1 |
In all matters pertaining to the establishment of the MRT System (in this Paragraph: “the System”) and its operation, including the technical quality of its various components, the structure of the System and manner of its establishment, the
Licensee will fulfill what is set out in the Engineering Plan - Appendix B of the Second Annex to the License, in accordance with the instructions in the Annexes to this License; in case of contradiction between the provisions of the
Engineering Plan and the provisions of the License and the Annexes to the License, the License provisions shall override the provisions of the Annexes to the License, and the provisions of the First Annex shall override the provisions of the
Second Annex to the License.
|
26.2 |
The Licensee will follow all the specifications of the Ministry of Communications and the standards related to the System, which were set out by standardization organizations in Israel and abroad as well as by other international
organizations, both in the field of telecommunications and wireless and in any other field related to the establishment and operation of the System.
|
26A102 |
Cancelled.103
|
26B104 |
Obligation to Provide Service105
|
26B.1 |
If the License has not begun providing 4th Generation Services within 12 months from the determining date, as stated in Article 2.1(b)(2)(a) to Appendix E, the
frequencies allocation that it received for the provision of this service shall expire, and the license fees paid due to the award of the 4th Generation Tender
shall not be returned.
|
26B.2 |
If the Licensee has not begun providing 5G Service within 18 months of the Record Date, as stated in clauses 1.2(b)(3)((a)) and 1.2(b)(4)((a)) of Appendix E, the frequencies allocation that it received as a result of the 5G Tender shall be
rescinded and the obligation to pay the 5G License Fee shall remain in effect;
|
26C107 |
Obligation to provide service using the frequencies allocation in the 5G Tender
|
27. |
Implementation Stages and Timetable
|
27.1 |
The rate of establishment of the MRT System, the milestones for its establishment and the date of the commencement of service provision in the various regions of the State, will be in accordance with the timetable set out in the Engineering
Plan - Appendix B of the Second Annex to the License.
|
27.2 |
The Licensee may not deviate from the timetable unless permitted to do so by the Director, provided the Licensee requested the Director in writing to receive the latter’s permission immediately after the Licensee became aware that there are
difficulties preventing it from complying with the original timetable; delay in signing agreements with a third party or in receiving a permit from the planning and construction authorities, will be deemed reasonable causes for receiving the
Director’s permission to deviate from the timetable, only if the Director has been satisfied that the Licensee has taken every reasonable step in the prevailing circumstances, in order to reach an agreement with a third party or to receive
permit from the planning and construction authorities.
|
27.3 |
The Director may approve the Licensee’s request to deviate from the timetable, wholly or partly, and to make his approval contingent on certain conditions; the Director may authorize a deviation with respect to a certain milestone, provided
that the Licensee will undertake to make up the delay in the planned rate of establishment within the next milestone.
|
28. |
Change of Plans during the Establishment
|
28.1 |
A Licensee may not deviate from the Engineering Plan unless permitted to do so by the Director according to the provisions of this Paragraph; however, locating a Cellular Radio Base at a site which is different from the site specified in the
Engineering Plan will not be deemed as deviation if done within the Search Area; in this Paragraph, “Search Area” means an area defined in the Engineering Plan, at which the establishment of a Cellular Radio Base was planned, at a specific site
in the area, and regarding which it was determined in the Engineering Plan that there might be a need to locate the base at another site in that area.
|
28.2 |
Should the Licensee realize, during the establishment of the MRT System, that there is a need to deviate from the Engineering Plan, the Licensee will approach the Director in writing in order to receive the latter’s approval to the change in
the plan; in its approach, the Licensee will specify in detail the substance and nature of the requested change and the reasons for it; the Licensee will append to the request the revised plan that it proposes.
|
28.3 |
The Director may reject the request or approve it, wholly or partly. The Director also may make his approval contingent on certain conditions, as long as such conditions are necessary in order to maintain the quality of the System and its
performance standard. The Director will decide on the request and advise the Licensee of his decision, all within a reasonable period of time.
|
29. |
Use of Infrastructures and their Construction
|
29.1 |
The Licensee may, for the purpose of establishment of the MRT System and its operation, and subject to any law, establish, maintain and operate physical or wireless transmission links, provided the said transmission links will serve only for
the following:
|
(A) |
Connection between the Cellular Radio Bases that comprise part of the Licensee’s MRT System;
|
(B) |
Connection between the Licensee’s Cellular Radio Bases and its MRT Exchanges;
|
(C) |
Connection between the MRT Exchanges themselves;
|
(D) |
108 Connection between a component of the MRT system solely owned by the Licensee and a mutual component of the MRT system.
|
29.2 |
For the purpose of connection as specified in Paragraph 29.1, the Licensee also may make use of physical or wireless transmission links of the Bezeq Corporation or of another Licensee or franchise holder who was lawfully authorized to
provide infrastructure services as aforesaid.
|
29.3 |
In order to remove all doubt, it is hereby made clear that the use of transmission links established by the Licensee is only for the purpose of operating an MRT System as set out in Paragraph 29.1, unless permitted by the Minister, by
License, to make additional use of the same, and in accordance with the terms stipulated by the Minister.
|
29.4 |
The Minister will consider providing the Licensee with a permit to establish, by itself or by means of another party on its behalf, transmission links for connecting between the Licensee’s MRT exchanges and the Telecommunication Networks of
other General License Holders, if he or she finds that one of the following has transpired:
|
(A) |
The Bezeq Corporation and other domestic operators have unreasonably delayed the installation of these facilities;
|
(B) |
The Bezeq Corporation and other domestic operators have set out unreasonable or discriminatory conditions for the installation of these facilities;
|
(C) |
The Minister is of the opinion that the interest in promoting competition in Telecommunications Services obliges him to do so.
|
30. |
Connection to other Telecommunications Systems
|
30.1 |
109 The Licensee shall act in order to effect the Interconnection of the Network with any other Public Telecommunications Network operating in the area in which
the law, jurisdiction and administration of the State of Israel apply (including settlements, military sites and military installations in Judea, Samaria and the Gaza Strip), and including to any Wireline Public Telecommunications Network,
International Telecommunications System and the MRT System of another MRT operator.
|
30.2 |
The Interconnection between the Network and the Public Telecommunications Network of another licensee shall be effected in such a way as to enable the following:
|
(a) |
Transfer of telecommunications messages between Terminal Equipment connected to the Network and Terminal Equipment connected to the other Public Telecommunications Network;
|
(b) |
Proper and orderly provision of services by the Licensee to the subscribers of another licensee, and provision of services by the other licensee to subscribers of the Licensee.
|
30.3 |
Interconnection may be effected directly or indirectly, via the Public Telecommunications Network of another general licensee, provided that it allows for the provisions of clause 30.2.
|
30.4 |
In an Interconnection between the Network and a Wireline Public Telecommunications Network, the Licensee shall act to set up Interface points between the two Networks, for every type of service (infrastructure, transmission and data
communications, telephony), with at least three main Transfer Switches; unless the Director has determined otherwise based upon a written application from the Licensee; the setting up of the above Interface points shall be effected under an
agreement between the Licensee and the Domestic Operator; such an agreement shall contain, inter alia, the technical, operational and commercial particulars of the connection, and the number and
location of connections.
|
30.5 |
In an Interconnection between the Network and an International Telecommunications System, the Licensee shall act in accordance with the provisions of Appendix J to the License.
|
30A. |
Rules regarding Effecting of Interconnection
|
(a) |
The Licensee shall ensure that the technical and operational standards of the Network match the requirements for connection to the Public Telecommunications Network of the Domestic Operators, the other MRT operators and the international
operators (hereinafter: “an Other Operator”), that the operations of the Network be properly integrated with the operations of the Public Telecommunications Network of the Other Operator and that the
Interconnection shall not harm the proper operation of these systems or proper service to their subscribers;
|
(b) |
The Licensee shall provide the Interconnection service on equal terms to every Other Operator and shall avoid any discrimination in effecting such Interconnection, including in respect of:
|
(1) |
The supply of infrastructure installations and network connection services;
|
(2) |
the availability of connection facilities;
|
(3) |
methods, quality and durability of the connection;
|
(4) |
switching alterations and adjustments to installations , protocols and Network Interface points;
|
(5) |
payments for Iinterconnections;
|
(6) |
Billing and collection arrangements and transfer of information to Subscribers;
|
(7) |
commercial terms for effecting Interconnection;
|
(8) |
provision of information regarding the Network and changes therein which relate to Interconnection;
|
(c) |
The Licensee shall make available to the Other Operator any essential information that the Other Operator requires in order to provide its services via the Licensee’s facilities; such information shall be provided subject to any law
regarding protection of privacy or commercial confidentiality; where the parties do not reach an agreement as to the nature and scope of the essential information, the Minister shall rule on the matter;
|
(d) |
The Licensee shall provide the Other Operator with information on planned changes to its Network, which might affect Interconnection with the Public Telecommunications Network of the Other Operator, or Interconnection between the Public
Telecommunications Networks of the Other Operators; the Licensee shall supply the said information in such a manner as to allow the Other Operator to be reasonably prepared for the implementation of the said changes;
|
(e) |
For the purposes of sub-clauses (c) and (d), the Licensee may make the provision of information to the Other Operator conditional upon execution of a reasonable confidentiality agreement, intended to protect the rights of the Licensee under
any law, including commercial secrets, intellectual property rights and the like, relevant to the information regarding the change in the Network that is to be delivered to the Other Operator;
|
(f) |
The conditions for Interconnection between the Network and the Public Telecommunications Network of an Other Operator shall be arranged by an agreement between the Licensee and the Other Operator; where the parties fail to reach an
agreement, the Minister shall rule on the matter;
|
(g) (1) |
The Licensee shall allow its Subscribers to receive all of the services offered to them by the Other Operator, and may allow the subscribers of the Other Operator to receive all of the services from the Licensee, provided that receipt of
such services is possible under any law.
|
(2) |
The Director may order the Licensee to allow subscribers of another licensee to receive the services given by the Licensee , provided that the receipt of such services as aforesaid is technically and legally possible.
|
(3) |
Notwithstanding the provisions of paragraph (1), the Director may, upon a written application from the Licensee, exempt the Licensee from the obligation of providing its Subscribers with the possibility of receiving services from the Other
Operator for technical, economic or other justifiable reasons.
|
(h) |
The Licensee shall provide the Director with a signed copy of any agreement between the Licensee and the Other Operator regarding Interconnection;
|
(i) |
The Licensee shall provide the Director, upon demand, with any information provided to the Other Operator pursuant to sub-clauses (c) and (d), and a copy of any confidentiality agreement pursuant sub-clause (e);
|
(j) |
The Licensee shall act in accordance with any other instructions that the Minister may prescribe.
|
30B. |
Payment for Traffic Completion and Interconnection
|
30C. |
Prohibition Against Delaying Interconnection
|
30D. |
Provision of Possibility of Use
|
30D.1 |
The Minister may instruct the Licensee regarding the provision of the possibility of use of its Telecommunications Installation in accordance with his powers under section 5 of the Law.
|
30D.2 |
The Licensee shall allow another licensee, in accordance with the instructions of the Minister, to provide Value Added Services via the Network; the Licensee shall ensure reasonable and equal conditions for any other licensee, in respect of
the supply of Value Added Services by the other licensee to the Licensee’s subscribers, including in respect of the matters set out in clause 30A, mutatis mutandis.
|
30D.3 |
For the purpose of provision of the possibility of Use, the provisions of clauses 30A through 30C shall apply, mutatis mutandis.
|
30E. |
Infrastructure Services to an Affiliated Company
|
30E.1 |
The Licensee shall avoid giving preference to a licensee that is an Affiliated Company over any other licensee, in the provision of Infrastructure Services, in terms of either payment or service, in terms of the conditions or availability of
the service, or in any other manner.
|
30E.2 (a) |
Upon the written request of the Licensee, the Director may permit limitations for the Licensee on the provisions of clause 30E.1 in respect of another licensee or broadcast licensee which is an Affiliated Company, provided that the
following conditions apply:
|
(1) |
such other licensee or Franchisee is not a Substantial Operator;
|
(2) |
the Director is of the opinion that the giving of such approval shall not substantially harm competition in the field of telecommunications
|
(b) |
Limitations as aforesaid in sub-clause (a) might permit the Licensee to provide the Affiliated Company with Use of its Telecommunications Installations under preferred conditions and may be limited by time or any other condition.
|
(c) |
In considering the permit under this clause, the Director shall take into account the existence of a valid agreement, executed prior to Amendment No. 14 of this License, between the Licensee and an Affiliated Company, as aforesaid, inter alia regarding limitation of the permit by time or other conditions.
|
30E.3 |
In this clause, “Affiliated Company”, “Subsidiary” and “Substantial Operator” – as defined in the Telecommunications Regulations, (Proceedings and Conditions for Receipt of a General License for the
Provision of Domestic Wireline Telecommunications Services) 5760-2000.
|
30F. |
Numbering Plan
|
30F.1 |
The Licensee shall act in accordance with the Numbering Plan, and in accordance with the instructions of the Director regarding the activation and implementation of the Numbering Plan.
|
30F.2 |
Should the Director give instructions regarding number portability such that every subscriber of another MRT licensee shall be able to become a subscriber of the Licensee or receive services from the Licensee without altering his number, and
vice versa, the Licensee shall integrate facilities in its Public Telecommunications Network that will allow for the implementation of such feature, on the date and in the manner to be prescribed by the Director.
|
30G.110 |
Address Allocation in IPv6 Protocol
|
30.1G
|
The Licensee will adapt the network and its components, so that they will completely support the IPv6 Protocol and in a manner that will allow access for subscribers to
the internet service in IPv6 Protocol from any terminal equipment that supports the IPv6 Protocol, and will act to train personnel as necessary to support the IPv6 Protocol, by 15111 months from the date of signature of this license amendment.
|
|
30.2G
|
The Licensee will allocate IP addresses in the IPv6 Protocol for any new subscriber or existing subscriber that requests an address in the IPv6 Protocol, and own
terminal equipment that supports the IPv6 Protocol.
|
|
30.3G
|
The Licensee will transfer at its own initiative addresses in the IPv6 Protocol for new and existing subscribers that own terminal equipment that supports the IPv6
Protocol. The transfer of new and existing subscribers to addresses in the IPv6 Protocol we be done in accordance with the following milestones:
|
|
a.
|
Up to 24 months from the signature date of the license amendment, the Licensee will transfer at its own initiative 100% of the existing and new subscriber base to the
IPv6 Protocol.112
|
|
30.4G
|
The Licensee will update the director of technology inspection in the Ministry on the execution of each of the milestones set out in clause 30.3G above.
|
|
30.5G
|
All terminal equipment that is supplied by the Licensee will support the IPv6 protocol.
|
|
30.6G
|
The transition from IPv4 to IPv6 may be executed by the following methods:
|
|
a.
|
Dual Stack
|
|
b.
|
Tunneling
|
|
c.
|
Translation
|
|
d.
|
IPv6 Only
|
|
30.7G
|
All data centers that subscribers have access to and through which service is provided to subscribers of the Licensee, including data centers for content sites must
support protocol IPv6.
|
30.8G
|
The support of protocol IPv6 will be implemented in network components and the fixed-line and wireless systems of the Licensee regarding the provision of data services
and all the applications and various services that the Licensee provides and will include at least the following operations/components:
|
|
a.
|
Basic operations and definitions of the IP layer
|
|
b.
|
Access privileges (RADIUS, AAA)
|
|
c.
|
Address definitions according to IPv6 address architecture
|
|
d
|
IPsec
|
|
e.
|
Information security layers
|
|
f.
|
All IT systems of the Licensee that relate to the provision of access services and internet applications
|
|
g.
|
All the systems, servers, routers, switches etc. in the core networks, aggregations and the access, that relate to the provision of access services and internet
applications
|
|
h.
|
API, DHCP, DNS
|
|
i.
|
Different routing protocols
|
|
j.
|
Interconnections between different licensees over the internet
|
|
k.
|
Interconnections that are used for international links
|
|
l.
|
Multicasting
|
|
m.
|
Mobility (Mobile IP)
|
|
n.
|
Network protection (FW113,APFW114, IDS115,IPS116)
|
|
30.9G
|
The Licensee shall update its subscribers regarding its support of the IPv6 protocol in all of the following manners:
|
|
a.
|
By a written explanation of the company's website
|
|
b.
|
Through direct mailing to subscribers that will be attached to the invoice that will be sent to the subscriber in the first month after the beginning of the IPv6
protocol support begins.
|
31. |
Report on Establishment Work
|
31.1 |
The Licensee will submit to the Director, during the entire establishment period of the MRT System, quarterly reports which will comprise the establishment work that was carried out during the period covered by each report, according to the
Milestones and timetables in the Engineering Plan; for the matter of this Paragraph, “the Establishment Period” is the period of forty eight (48) months from the date of License award or until the date of completion of the Establishment of the
System to its full deployment according to the Engineering Plan - the earlier of the two. 117During the erection period, this report shall be integrated into the
outline engineering report, as set forth in Article 104.1(e).
|
31.2 |
The reports will include comparison of the actual implementation of the plans against planning, as of the date of each report, and explanations of any deviation or change in the implementation as compared to the design.
|
31.3 |
Each report will be submitted in three (3) copies in a format as instructed by the Director, bearing a date and signed by the Licensee or whoever was authorized by it particularly for this purpose.
|
31.4 |
The Director may require the Licensee to prepare special reports as well as redraft any report that was submitted to him, or complete it.
|
32. |
Submission of Information and Documents
|
32.1 |
The Licensee will submit to the Director, on his request, any information and document on the implementation of the establishment work on the MRT System, at the date and in the format and manner as instructed by the Director.
|
32.2 |
For the matter of this Paragraph and Paragraph 33, “a document” includes any information stored in a computer or in an information database.
|
33. |
Supervision of Establishment Work
|
33.1 |
The Director may supervise personally, or through another person acting on his behalf, the actions taken by the Licensee to carry out the establishment work. In order to carry out the supervision, the Director may enter, at any reasonable
time, the work sites, facilities of the MRT System and the Licensee’s offices, in order to conduct measurement and tests and to examine any plan or document pertaining to the implementation of the establishment work.
|
33.2 |
The Licensee will cooperate with the Director in everything that pertains to the conducting of supervision of the establishment work, and without derogating from the generality of the above, will allow him to enter the work site and its
installations, allow examination of any document, plan and specifications and provide him with any required information that the Director may request.
|
34. |
Repair of Faults and Defects
|
34.1 |
The Director may advise the Licensee in writing of faults, defects and deviations that he found in the establishment work of the MRT System, on the basis of reports submitted by the Licensee, documents and information that it provided the
Director, or on the basis of measurement and tests that he conducted.
|
34.2 |
Should the Licensee receive notification as set out in Paragraph 34.1, it will notify the Director, within fourteen (14) days from the date on which it was notified of the above, of its response to the notifications and the actions that it
has taken or is about to take in order to remedy the faults, defects or deviations.
|
35. |
Safety and Security Precautions and Prevention of Hazards
|
35.1 |
The Licensee will carry out the establishment works while taking adequate safety precautions in order to prevent accidents to people and damage to property. It will refrain from causing disturbances and hazards to the public in the work
area, and if required to conduct excavation at the site, it will make every effort to prevent damages to underground Systems, including Telecommunication Networks. For this purpose, it will ensure that it obtains every permit required by any
law, including permit for excavation works according to Section 53B of the Law.
|
35.2 |
On completion of the establishment work, the Licensee will make sure that the work site is clean and restored to its previous condition.
|
36. |
Cancelled.
|
37. |
Crossing Electricity Lines and Telecommunication Systems
|
38. |
Discovery of Antiquities and Preservation of Sites
|
38.1 |
Antiquities as interpreted by the Antiquities Law, 1978, which will be uncovered at a site where establishment work is conducted, are State assets, and the Licensee will take adequate precautions in order to avoid causing damage to them.
|
38.2 |
The Licensee will advise the Director of the Antiquities Authority of the discovery of an antiquity within fifteen (15) days of the date of discovery of the antiquity, and will comply with all instructions by the Authority Director in all
matters pertaining to the manner of handling the antiquity.
|
38.3 |
During the establishment work, the Licensee will refrain, as far as possible, from causing damage to sites of historic or national value, tourist sites and landscape.
|
38.4 |
The Licensee will refrain, as far as possible, from causing damage to structures and trees in the sites where the establishment works are conducted.
|
39. |
Powers pertaining to Real Estate
|
39.1 |
The Minister may, upon request from the Licensee, grant it the powers set out in Chapter F of the Law, wholly or partly, subject to the provisions of Paragraph 39.2.
|
39.2 |
The Licensee will specify in its request the sites in which it requires powers as aforesaid, the scope of the required powers and the reasons for the request, including actions it has taken to find alternative sites without the need of
powers in accordance with Chapter F of the Law.
|
39.3 |
If the Minister is satisfied that the Licensee should be granted powers in accordance with Chapter F of the Law, the Minister will publish his decision in “Reshumot”, the Official Gazette.
|
40. |
Cancelled118
|
41. |
Cancelled119
|
42. |
Performance Testing Program, and its Approval
|
42.1 |
The Licensee will provide the Director, no later than 30 days before notifying of its end of establishment according to Paragraph 43, with an up-to-date, detailed testing program, for conducting the performance tests, related to the part of
the MRT System that it wishes to operate (hereinafter: “Detailed Testing Program”).
|
42.2 |
The Licensee will present to the Director the Detailed Testing Program; the Director may require the Licensee, within fifteen (15) days from the said presentation, to change the Detailed Testing Program or to complete it, if he deems it
necessary for a full and accurate implementation of the performance testing, and the Licensee will carry out the tests as required by the Director.
|
43. |
Notice of Establishment Completion
|
44. |
Fitness and Operation Conditions
|
44.1 |
The Licensee must meet the following requirements and conditions within six (6) months from the date of License award, prior to the operation of the system and the provision of service to subscribers in return for payment:
|
(A) |
Agreement with an equipment manufacturer - the Licensee has valid agreements with a manufacturer of MRT System equipment and MRT Terminal Equipment, including:
|
(1) |
A know-how agreement which ensures that all know-how required for the establishment, operation and maintenance of the equipment and system will be at its disposal;
|
(2) |
An agreement providing for supply of spare parts for the System equipment for a period of at least seven (7) years;
|
(3) |
An agreement providing for technical support and software upgrades in the System components for a period of at least seven (7) years;
|
(4) |
An agreement ensuring the supply of technical literature and full documentation of the System equipment, including upgrades;
|
(B) |
Workshop and test equipment - the Licensee is operating an authorized workshop, or has a valid agreement with an authorized workshop, for conducting tests and repairs of the MRT Systems equipment; the
workshop will include professional testing equipment for conducting the tests and repairs, including mobile testing equipment;
|
(C) |
Spare parts - the Licensee maintains and runs a spare part warehouse for the MRT Systems equipment according to the recommendations of the equipment manufacturers;
|
(D) |
Maintenance System - the Licensee maintains by itself or through another an efficient maintenance System, including maintenance personnel, vehicles and means of communication, which ensures an orderly
on-going operation of the System and allows taking care of any fault within the response time required in this License, and also allows - in any event of a serious fault in the MRT System, causing radio interference or massive disconnection of
subscribers, or constituting a safety hazard - to repair the fault within four (4) hours;
|
(E) |
Control System - the Licensee itself maintains and operates a System of remote control that allows it to gauge System performances and the load on its components, including interconnections with other
Telecommunication Networks, and make sure that these operate properly;
|
(F) |
Means of communication - in the exchanges at the operations centers and in the service and maintenance centers, means of communication were installed, such as a wireless set, a telephone or a mobile
telephone.
|
(G) |
Security - the Licensee has met the requirements of the Security System, in accordance with the provisions of Paragraph 66.2, to an operation standard that satisfies the Director.
|
44.2 |
The Licensee will provide the Director, within seven (7) days before the first activation of the System, with certificates and documents indicating that it meets the requirements and terms set out in Paragraph 44.1; if the Director does not
respond within five (5) working days from the date of delivery of the said documents, the Licensee will activate the MRT System and connect subscribers to it; if the Director instructs the Licensee, according to the findings in the documents,
to change or repair the System, the Licensee will carry out the required change or repair and provide the Director with a certificate of implementation, and if the Director does not respond within three (3) working days, the Licensee may
activate the System as aforesaid.
|
45. |
Frequency Allocation
|
45.1 |
The Licensee may operate the Cellular Radio Bases of the MRT System while using the frequency bands as specified below:
|
(A) |
Frequency bands that were exclusively allocated for the use of the Licensee in the territory of the State of Israel:
|
(B) |
Frequency bands that were not exclusively allocated for the use of the Licensee, according to rules and limitations that will be determined by the authorized party pursuant to Chapter E of the Ordinance120:
|
121(B1) |
Frequency bands that have been non-exclusively been allocated for its use as of February 25, 2010, in accordance with the rules and limitations that will be set by the authorized party pursuant to Chapter E of the Ordinance122: 912.6 MHz to 915 MHz and 957.6 MHz to 960 MHz123.
|
124(C) |
Frequency bands allocated exclusively for the Licensee’s use as specified below :
|
(1) |
From 1 February 2002 to 1 January 2004, the following bands shall be allocated:
|
(2) |
As of 1 January 2004, the following bands shall be allocated:
|
(3) |
As of 1 January 2005, the frequency domain 1910 to 1915 MHz shall be allocated.
|
(4) |
Notwithstanding the aforesaid, if the Licensee requests to postpone the date of the beginning of use of the bands set out in sub-clauses (1) to (3) or part of them, to a later date, the authorized party pursuant to Chapter E of the Ordinance125 may suspend the band allocation until a date to be decided upon.
|
45.2 |
The Licensee may operate the cellular radio base stations of the MRT System while using additional frequency bands, if they are allocated to it by the Authorized Party pursuant to Chapter E of the Ordinance, in accordance with the rules and
limitations that shall be prescribed.126
|
45.3 |
The Licensee may select a frequency band narrower than the one stated above, within the framework of the frequency bands specified in Paragraphs 45.1 and 45.2.
|
45.4 |
The Authorized Party pursuant to Chapter E of the Ordinance may, after four (4) years have elapsed since the frequency allocation, without compensation or consideration, reduce the frequency range in which the Licensee is permitted to
operate its Cellular Radio Base The Authorized Party pursuant to Chapter E of the Ordinance may, after four (4) years have elapsed since the frequency allocation, without compensation or consideration, reduce the frequency range in which the
Licensee is permitted to operate its Cellular Radio Base127.
|
45.5 |
The Authorized Party pursuant to Chapter E of the Ordinance may limit the Licensee to operating particular frequencies in limited geographic regions and/or to operating part of the frequencies parallel to additional service-operators and in
coordination with them, according to the instructions of the Authorized Party pursuant to Chapter E of the Ordinance, all as it shall prescribe.128
|
46. |
Constraint on the Use of Frequencies
|
46.1 |
The Licensee will make use of the frequencies allocated to it as stated in Paragraph 45 for the sole purpose of providing services in accordance with this License.
|
46.2 |
129Without derogating from the aforementioned in Articles 45 and 46.1, and in accordance with the terms of the allocation provided to the other MRT licensee,
the Licensee may make use of the frequencies allocated to the other MRT licensee in addition to the aforementioned in Article 45, provided that the frequencies serve as cellular radio centers of the Licensee through the cellular radio
infrastructure licensee that provides it with its services.
|
47. |
Safety in Using Frequencies, and the Prevention of Interference
|
47.1 |
The Licensee will establish the MRT System and operate it in a manner that shall ensure that each of its components does not emit non-ionizing radiation in the direction of people and the environment at a power density exceeding that allowed
pursuant to a permit issued pursuant to the Non-Ionizing Radiation Law of 2006 and the Regulations enacted pursuant thereto. The Licensee shall do everything necessary to obtain suitable construction and operating permits from the radiation
supervisor in the Ministry of Environmental Protection (hereinafter – “the Supervisor”); in this regard, the Licensee shall act, inter alia, as follows:
|
(a) |
the Licensee shall act in compliance with the Supervisor’s instructions and shall carry out the Supervisor’s directives;
|
(b) |
before constructing each site, the Licensee shall submit a report to the Supervisor of the assessment of the levels of exposure; the site shall be constructed only after a suitable permit has been received from the Supervisor; upon launching
the site, the Licensee shall perform measurements in accordance with the Supervisor’s instructions; any site not complying with the Supervisor’s requirements shall not be operated;130
|
47.2 |
The Licensee shall coordinate the use of frequencies with the Authorized Party pursuant to Chapter E of the Ordinance, who shall base his directives, inter alia, on the plan deriving from the preparations for a national emergency.131
|
47.3 |
Further to the requirement of the Director and the Authorized Party pursuant to Chapter E of the Ordinance and according to the format to be defined, the Licensee shall submit a detailed up-to-date plan to the Director or to the Authorized
Party, as the case may be, of the Cellular Radio Base stations, of the radio links and of the expected use of frequencies; further to the Director’s requirement and according to the format to be defined, the Licensee shall report on the actual
implementation of the plan within seven (7) workdays of the date of the Director’s requirement; further to the Director’s requirement and according to the format to be defined, the Licensee shall submit an updated report to the Director on the
operation and use as stated. Furthermore, the Director may require the Licensee, for reasons that shall be recorded, to submit an updated report to him, within four (4) workdays, on the operation of Cellular Radio Base stations, radio links and
use of frequencies, as stated.132
|
47.4 |
The Licensee shall establish the MRT System and operate it in a manner that prevents interference with other lawfully operating telecommunication and wireless systems, including in a manner that complies with the restrictions and conditions
regarding radio frequencies prescribed by the Authorized Party pursuant to Chapter E of the Ordinance or as he shall revise them from time to time, including those specified in Appendix R to the License; before operating any Cellular Base
Station, the Licensee shall perform tests and measurements for the purpose of preventing electromagnetic interference; if potential electromagnetic interference is discovered, or if interference is discovered during operation, the Licensee
shall take action to coordinate a solution that shall prevent this interference and prevent its recurrence; in the absence of a solution, the Licensee shall apply in writing to the Authorized Party pursuant to Chapter E of the Ordinance, or to
the party appointed for this purpose, in order to find a reasonable solution for the problem; the Authorized Party pursuant to Chapter E of the Ordinance may require each of the parties to make changes in the operation of equipment or in the
use of frequencies or to cease broadcasting on particular frequencies, throughout Israel or in a particular region.133
|
47.5. |
The issuance of this License, including the approval of the Engineering Plan, in no way provides protection against harmonies from other radiating bodies, whether operating lawfully or unlawfully, or spurious radiation from other radiating
bodies, whether operating lawfully or unlawfully, or protection against other radiating bodies operating outside the territory of the State or in a territory over which the State has no control; however, the Authorized Party pursuant to Chapter
E of the Ordinance shall exert every reasonable effort to find a suitable solution for the required protection.134
|
48. |
135Preparation to ensure the functional continuity during an emergency
|
48.1
|
The Licensee will appoint a functionary (including a first deputy and a second deputy) that will be responsible during an emergency for maintaining contact with the Ministry.136
|
48.2
|
The Licensee will be prepared to ensure the functional continuity during an emergency, as set forth in Appendix D- " "Preparation to ensure the functional continuity during an
emergency".
|
48.3
|
The Licensee shall be prepared to manage cyber defense in conformity with the provisions of Appendix D.1 – “Preparations for cyber defense management".
|
49. |
Definitions
|
“Periodic Test”- |
Test of the network or any part of it, that is conducted in accordance with the License provisions, at fixed intervals and at least annually;
|
“Special Test” - |
Test of the network or any part of it, conducted due to a maintenance or repair activity, following an electromagnetic interference, a malfunction, complaint review technological change, modification of the Engineering plan; etc.
|
“Routine Test”- |
Testing of the network or any part of it, conducted on a regular basis.
|
50. |
Execution of Tests
|
50.1 |
The licensee shall carry out periodic tests of the MRT system, and shall submit the results of the test upon the director’s request within 30 days from the day of the request.
|
50.2 |
The licensee shall establish and operate an inspection system for constant monitoring of the network’s performance and its intactness and shall conduct on a regular basis routine tests of the network or any part of it, as needed.
|
50.3 |
The licensee shall conduct routine tests regarding the quality of service as detailed in Annex E, and the relevent standards of the ITU-T, and shall provide the results of the tests upon the director’s request, within 30 days from the day of
the request.
|
50.4 |
The director may instruct the licensee to conduct a special test; the licensee shall perform the said test in a manner and at a time to be advised by the director and shall submit the results to the director.
|
50.5 |
The director or anyone else authorized on his or her behalf shall be allowed to perform the test themselves, if in their opinion it is required, the licensee shall allow the director or anyone else authorized on his or her behalf, after
prior coordination, access to installations and equipment and shall put at their disposal their testing equipment and professional manpower employed by the licensee.
|
51. |
Test, Fault and Maintenance Log
|
51.1 |
The licensee shall maintain a test, fault and maintenance log (hereinafter – “maintenance log”), in which details of the faults, the steps taken to rectify them138 and tests of the network shall be recorded.
|
51.2 |
The licensee shall keep the maintenance log, shall allow the director or anyone authorized on his or her behalf to see the log at any time, to check it, copy it in any manner and to pass it to the director upon his demand.
|
52. |
Repair of Faults and Defects
|
52.1 |
The director may, after giving the licensee sufficent opportunity under the circumstances to present its arguments, notify the licensee in writing of faults and defects that he found and that harm the grade of service for subscribers, the
level of survivability and back up of the network, damage to the level of security or interference with the other systems that operate properly, based on tracking the network’s performance, including through subscriber complaints, tests he
carried out or based on test reports, documents and information provided to him by the licensee.
|
52.2 |
The director may instruct the licensee of the dates that the defects and malfunctions must be repaired.
|
52.3 |
If the licensee receives such notification, it must notify the director within the time set forth in the director’s notice of the repair of the defects and malfunctions, detailed as per the director’s request.
|
53. |
deleted
|
54. |
deleted
|
13955. |
The subscriber agreement
|
55.1 |
The licensee shall prepare a format for a subscriber agreement that it intends to offer its subscribers, and shall submit it to the director upon his demand.
|
55.2 |
The terms of the subscriber agreement shall not contradict, explicitly or implicitly the provisions of any law or the license; the aforesaid is not meant to prevent changes to the provisions of the subscriber agreement, that benefit the
subscriber as compared to the provisions of the law or the license.
|
55.3 |
The subscriber agreement shall be in writing and shall be in a clear and easy manner to read and understand, and shall state clearly any condition or restriction regarding the subscriber’s right to terminate the subscriber agreement or
regarding the licensee’s duties towards the subscriber; any stipulation in the subscriber agreement shall be stated clearly and not only by reference.
|
55.4 |
The subscriber agreement shall clearly include, among other things, the following:
|
a) |
The first part of the engagement agreement must clearly and precisely specify the principal details of the tariffs and services plan pursuant to the engagement agreement (hereinafter – “the Plan Basics”).
If the engagement agreement includes one type of services, the Licensee shall be allowed to specify the Plan Basics on a maximum of two pages. If the agreement includes a number of types of services (fixed-line telephone, mobile telephone,
international services, internet, etc.), then, subject to that stated above, the Licensee shall be able to add one page for each additional type of service. The Plan Basics document must be printed, without any handwritten alterations or
additions, apart from that stated in clause (1), and all as specified hereunder:140
|
(1) |
The name of the Licensee or its logo, the details of the Licensee's representative that executed the agreement, the date and mode of execution of the transaction,141
the subscriber's details including his name, I.D. number, type of subscriber,142 address, e-mail address,143 telephone number that the agreement pertains to, an additional telephone number of the subscriber to where notices regarding the usage amount of a services144 plan as set forth in article 75D a change in tariffs as stated in article 78145 and regarding disconnection of a Dormant
Subscriber, as stated in clause 72.a.,146 will be sent from the Licensee147 and a
description of Goods,148 if included in the agreement; the Licensee shall not be able to complete the execution of the transaction as long as the said additional
telephone number is not indicated in the engagement agreement; insofar as the engagement agreement is for only one telephone number that is not being added to an existing account that includes one or more telephone numbers, and a Subscriber is
not interested in providing an additional telephone number, then the Licensee shall list the Subscriber’s telephone number in the engagement agreement as the additional telephone number149, notwithstanding the beginning of section (a) the aforementioned details in that sub-section , except for the Licensee's name or logo, can be handwritten;
|
(2) |
The commitment period, if one exists, and the termination date. For this sub-section, "commitment"-as defined in section 56.1A;
|
(3) |
150All of the tariffs according to which the Licensee bills the subscriber for the services that it asked to receive when executing the engagement, including
video call services and multimedia messages, and the rate of any fixed payment or one-time payment, including a fixed payment or one-time payment that is other than within the scope of a telecommunications service, including connection fees, as
this term is defined in clause 74.1(a), SIM card fees, as this term is defined in clause 74.1(a1) and plan switching fees.
|
(3A) |
151Insofar as the engagement agreement includes international services, such as a minutes package or plan for calls abroad, the Licensee must act according to
one of the following alternatives:
|
(1)
|
It must specify its rates, the quota of minutes allocated in it, the international access code that must be dialed, the countries included in it, the type of targets in those countries
(fixed-line, mobile) and the tariffs for exceeding the quota in the package;
|
(2)
|
It must specify its rates, the quota of minutes allocated in it, the international access code that must be dialed, the countries included in it, the type of targets in those countries
(fixed-line, mobile) and a link to or the address of the landing page of the website of the international operator of the international telecommunications system through which the calls abroad are being made, which must at all times be valid
and up-to-date, which displays the call tariffs to destinations abroad by type of target (fixed-line, mobile) and by type of customer (Subscriber, incidental). The Licensee must state what type of customer shall be charged, according to its
tariffs, in respect of exceeding the quota in the package;
|
|
(3)
|
It must specify its rates, the quota of minutes allocated in it, the international access code that must be dialed, the type of targets in the destination countries (fixed-line, mobile) and a
link to or the address of the landing page of the Licensee’s website that includes only the destination countries and the tariffs for exceeding the quota in the package.
|
(3b)152 |
For cellular internet browsing packages as defined in section 75D-the unit tariff for the service not included in the package shall be displayed next to the chart in the same values as those in the chart;
|
(3c) |
The quota of service units set by the Licensee for the service or for the bundle of services (“Quota of Units”), and the maximum duration of a call, if any.
|
(3d) |
If the Licensee provides a service to subscribers that is given at a discount or for free for a defined period (“Benefit”), and subsequently, at full price, or if a credit is given to subscribers for
terminal equipment that subscribers delivered to the Licensee, then the Licensee must specify the following in the Plan Basics:
|
(1) |
the monthly sum of the Benefit/credit;
|
(2) |
the duration of the period that the Benefit/credit is given;
|
(3) |
the type of date from which the period of the Benefit/credit shall begin to be counted;153
|
(4) |
the tariff for the service upon the expiration of the Benefit.
|
(3e) |
If a subscriber switches from one tariff plan to another, and the Licensee issues the new Plan Basics to the subscriber, the Plan Basics must also include the effective date of the new plan.
|
(3f) |
Mode of provision of a cellular data service after the volume of the cellular data package has been fully utilized – suspension of the service or a slowdown of the speed, without any payment and without additional charge, until the end of
the billing period or an allotment of additional paid packages, at the subscriber’s choice on the execution date of the engagement. If the Licensee chose to slow down the speed, the maximum data download speed must be specified in the Plan
Basics.
|
(3g) |
Mode of provision of a voice and message service after the monthly Quota of Units for these services has been fully utilized – suspension of service until the end of the billing period or continuing to provide the services and charging the
subscriber according to tariffs set by the Licensee in the Plan.154
|
(3h)155 |
A Subscriber’s deadline for activating the SIM card, or the number of days after the execution of the engagement during which a Subscriber may activate the SIM card, insofar as this is relevant to the engagement agreement.
|
(4) |
A description of all Goods purchased or rented at the time of execution of the engagement and their inclusive price and, insofar as payment in installments for the Goods was agreed between the subscriber and the Licensee – the sum of each
payment. Insofar as the Goods were given as a gift, this must be expressly stated;156
|
(5) |
Information about the cancellation of any Benefit due to a switch to another tariff plan;157
|
(6) |
The calculation method of the amount that the subscriber will be required to pay for breaching the agreement as defined in article 56.1A;
|
(7) |
For a business subscriber-information regarding the increase of tariffs during the commitment period, if such a possibility exists as part of the subscriber agreement conditions, including the date and amount of the tariff increase;
|
(8) |
Information regarding the balance of payment 158 for equipment purchased from the Licensee, in a previous agreement;
|
(9) |
The Licensee's commitment to pay to the subscriber of another MRT licensee that became its subscriber, the payment that the said subscriber will be required to pay to the other MRT licensee for breach of this commitment to the other MRT
operator and the distribution manner of said payment.
|
(10) |
The subscriber’s declaration that it read the Plan Basics document and received it at the time of execution of the agreement. The details of the representative on behalf of the Licensee who executed the engagement must be specified in the
body of the declaration and the subscriber’s original signature must appear at the end of the Plan Basics.159
|
(11) |
160With regard to sub-section (a) (1) to (10)- "subscriber"- whoever has signed a subscriber agreement with a Licensee for the receipt of MRT services for no
more than twenty five telephone numbers except for Pre-Paid subscribers.
|
(12) |
The Licensee must send the Plan Basics to a Split Business Subscriber via text message, with a link attached.161
|
(13) |
The Licensee shall not include additional information or details in the Plan Basics beyond that specified in this clause, unless at issue are data in values of NIS or NIS per unit of consumption, which could have a direct impact on the
height of the subscriber’s bill.
|
(14) |
The tariffs for all of the services and the payments, as specified in subclauses (3), (3b), (3c), (4) and (5) must be presented in a table with two columns – “description” and “tariffs.”162
|
(15) |
163The Licensee must attach a separate letter to the two Telephone Bills of every existing private Subscriber, subsequent to 28
Sivan 5778 (June 11, 2018), bearing the Licensee’s name or logo, which shall provide an explanation regarding the nature of the additional telephone number, as specified in clause 55.4(a)(1), and furthermore, it must ask a Subscriber
to indicate on the form to be attached to the said letter, which also bears the Licensee’s name or logo, his details, the additional telephone number and date and to sign it. On the said form, the Licensee must specify the address, facsimile
number and electronic-mail address where the form may be sent after having been completed.
|
(a1)164 (1) |
a separate page, printed, upon which the subscriber will be required to mark his choice regarding the accessibility of each phone number that the agreement refers to, services, as detailed in annex E 2 (hereinafter-"service access form" or "form") 165and to sign at the bottom of the form . The form shall be attached to
the Plan Basics;166
|
(2) |
A new subscriber that did not mark its choice with regard to a particular service, whether blocked or open, in the place designated for this in the form, shall be blocked from receiving that service. A new subscriber that did not sign at the
bottom of the form shall be blocked from all services appearing on the form. In this clause, “new subscriber” – a subscriber that engaged with the Licensee after 15 Iyar
5777 (May 11, 2017).167
|
(3) |
A subscriber may request from the Licensee at any time, in writing or orally as a human response only,168 to change its access169 to the services detailed in the form (hereinafter in this section-"subscriber's request"). A first change shall be done free of charge. The Licensee shall execute the subscriber's
request only after he has identified the subscriber. The Licensee shall retain the request, as stated, in its possession and make it available for delivery or forwarding to the Director, at his request, and this, within five (5) workdays of the
submission date of the request.170 The subscriber's request shall be executed within 171one
working day 172 from the date of receipt of the request.
|
(4) |
The Licensee shall include in the Telephone Bill following the subscriber's request a notice regarding the execution of the request and the date of the execution. The Licensee shall retain the Telephone Bill, as stated, in its possession and
make it available for delivery or forwarding to the Director, at his request, and this, within five (5) workdays of the preparation date of the Bill;173
|
(5) |
174The Licensee shall include the form with the two (2) immediate Telephone Bills that will be sent after September 13, 2011, to a subscriber that is not a new
subscriber.
|
(6) (a)175 |
176A subscriber that is not a new subscriber that did not submit his preferences regarding the form to the Licensee by Sept 13, 2011, shall be blocked from
receiving the services detailed in section 3 of the form, within seven (7) working days from the said date;
|
(b)177 |
178Notwithstanding, a subscriber who is not a new subscriber, that does not use the services set forth in section 3 of the form as of November 1, 2011 and did
not relay his response to the licensee with respect to the form by December 1, 2011, the licensee may block the subscriber from receiving the said services as of December 1, 2011;
|
(c)179 |
180a subscriber who is not a new subscriber, who relays his response to the licensee with respect to the form, shall be blocked or open for the receipt of the
services in accordance with his request in the form, within one working day after receipt of the request;
|
(e) |
The Licensee shall block the access to the services being provided pursuant to clause 2(e) in the service access form in relation to any existing subscriber that did not expressly choose, when completing the form, the option “open” to these
services, and this, within seven (7) workdays of 15 Iyar 5777 (May 11, 2017).182
|
(6b) |
If the subscriber marked its choice on the service access form, then the Licensee must act according to the subscriber’s choice immediately after the form has been delivered to it.
|
(6c) |
A subscriber shall be required to complete a new service access form with every switch from one tariff plan to another, only if its existing form is not in the format presented in Appendix E.2.184
|
(7) |
The Licensee shall publish the form on its internet site within seven (7) working days from 185September 13, 2011.
|
(7a) |
If the Director ordered an amendment to the version of the service access form, the Licensee must publish the updated service access form on its website within the timeframe specified by the Director on the signing date of the license
amendment.186
|
(8)187 |
For the purpose of sub-section (a1)(1) until (6)-"subscriber"-except for a subscriber in a pre-paid plan. Notwithstanding the mentioned, the Licensee shall block services in accordance with a pre-paid subscriber's request, if the request was
received from the telephone number that the request pertains to or the said subscriber presented to the Licensee the handset using the number that the request pertains to, or in any other manner that satisfies the Licensee.
|
(9) |
Insofar as at issue is a Split Business Subscriber, the Licensee must send the service access form to it, as marked by the Business Subscriber, via text message with a link attached; a Split Business Subscriber is allowed at any time to
amend the service access form and to send it to the Licensee for its handling accordingly.188
|
(a2)189 | (1) |
a separate printed page, on which a Subscriber shall be required to mark his choice regarding the mode of receipt of the Bill and regarding the publication of his telephone number/s, which are billed in the
Bill, on the internet and in the telephone directory, as specified in Annex E.3 (hereinafter – “Questionnaire”), to complete it as required and to sign at the bottom of the Questionnaire; the
Questionnaire must be attached immediately behind the service access form.
|
(2) |
With regard to a Split Business Subscriber, solely a Business Subscriber is allowed to complete the Questionnaire. The Licensee must forward the Questionnaire to a Split Business Subscriber as completed by a Business Subscriber.
|
(3) |
The Licensee must attach the Questionnaire to the two (2) frequent Telephone Bills that shall be sent one day after [two months after the effective date of the License amendment that relates to the Questionnaire]
to a Subscriber who is not a new Subscriber. The Licensee must specify in each of the two Bills as stated, in the space for notices to Subscribers as specified in clause 8(d) in Annex E.1, the nature of the Questionnaire.
Alternatively, the Licensee may, in addition, indicate in a notice as stated that the Questionnaire may be completed through the landing page on the Licensee’s website, while performing reliable identification of
Subscribers, in lieu of attaching it to the Bill as stated, and shall refer Subscribers to the said page. Upon completing the selection on the website, the Licensee must issue an automatic confirmation of the Subscriber’s selection.
|
(4) |
Subscribers shall be required to complete a Questionnaire when switching from one tariff plan to another, only if he did not complete a Questionnaire for the plan from which he is switching.
|
(5) |
The Licensee must publish the Questionnaire on its website within seven (7) workdays of 28 Sivan 5778 (June 11, 2018).
|
(a3)190 |
(1)
|
Solely for a business customer the engagement agreement will include a separate page, through which only a business customer may request from the Licensee to block a phone number(s) (included
in the engagement agreement) for number portability as defined in the law ("Blocking Request for Portability"), as long as the numbering program for number portability ("Portability
Plan") allows the blocking. The Blocking Request for Portability will appear after the questionnaire.
|
(2)
|
Only a business customer may direct a Blocking Request for Portability to the Licensee, provided that the Portability Plan allows the said blocking, and this will be done by the Licensee
immediately upon receipt of the request, during the hours of operation of the service centers, free of charge; the business customer may request in the Blocking Request for Portability to block for portability all of the telephone numbers
included in the engagement agreement or in the telephone bill without noting the numbers.
|
(3)
|
The Blocking Request for Portability will be directed to the Licensee in writing and will include the request date, telephone number(s) that should be blocked for portability and the name of
the business customer; The Licensee will execute the blocking immediately, free of charge and will maintain such request in its possession and make it available for delivery or transfer to the Director upon his request within five (5) working
days of the submission of the request.
|
(4)
|
A business customer may request from the Licensee at any time to remove a portability blocking and this will be done by the Licensee immediately upon receipt of the request, during the hours of
operation of the service centers, free of charge; the said request will be directed to the Licensee either orally or in writing by email without the need to fill out a designated form, and shall include the request date, the telephone
number(s) that should be opened for portability and the name of the business customer; the business customer may request in the request to remove portability blocking all of the telephone numbers that are included in the engagement agreement or
in the telephone bill without noting the numbers.
|
(b) |
The conditions for diconnecting from the Licensee’s services or the conditions for complete disconnection;192
|
(c) |
The service tariffs of the licensee that the subsciber joined updated to the day of the agreement, including the date and conditions for the termination of the tariff plan;
|
(d) |
The limitation regarding the amount of interest for late payment, linkage differentials and collection expenses as set forth in article 80.3;
|
(e) |
The conditions for changing the tariff of a service that the subscriber has joined, as set forth in article 78.1;
|
(f) |
The details set forth in articles 61 and 61A regarding the Ombudsman193;
|
(g) |
A condition that states that in case of a contradiction between the provisions regarding the tariffs and the service packages that are detailed in the agreement and the provisions of the license regarding this matter, the provisions of the
license shall prevail;
|
(h) |
A notice regarding the director’s authority to instruct the licensee to change the subscriber agreement, and clarification that the subscriber’s signing a subscriber agreement with the licensee constitutes agreement to said changes.194
|
55.5 |
195In an agreement in the presence of the Licensee's representative and the subscriber, the Licensee shall act as follows:
|
(a) |
The Licensee’s representative must perform a reliable identification of the Applicant pursuant to the procedure prescribed by the Licensee. The Licensee shall retain in its possession a copy of an identification certificate of the Applicant
and a copy of an identification certificate of the payer of the Bill, which were issued to the Licensee’s representative at the time of execution of the engagement.196
|
(a1) |
197Before signing the agreement, the representative shall present the Applicant198
with a printed copy of the subscriber agreement and shall allow him to review it;
|
(b) |
Upon signing the agreement, the applicant and Licensee representative shall sign the originally copy of the subscriber agreement that was presented for the applicant's review. After the said signature the Licensee representative shall give
the subscriber a copy of the subscriber agreement upon which the Licensee representative's and applicant's original signatures appear;
|
(c) |
After execution of the aforesaid in sub-section (a) and (b), the Licensee representative may ask the subscriber to sign an additional copy of the subscriber agreement identical to the one originally signed, by using electronic means;
|
(d) |
The Licensee shall keep a signed copy of the subscriber agreement and make it available for delivery or forwarding to the Director, at his request, and this, within five (5) workdays of the date of the engagement.199
|
(e) |
If the subscriber requests to make changes to the agreement conditions, including a request, to receive additional services, to expand a service, 200 or to
join a service package-the subscriber shall receive at the time of the change, a printed notice that bears the Licensee's name or logo, which shall specify the request submission date, the201 details of the change executed are listed, the date they become effective and the full name of the Licensee representative and the subscriber and their original signatures. That stated above shall also apply to
a service other than a telecommunications service.202The Licensee is not permitted to make any change, as stated, without receiving the express consent of the
subscriber as stated above.
|
55.6 |
cancelled204
|
55.7 |
205Notwithstanding the afore-mentioned in Article 55.5, the Licensee may have a subscriber sign a subscriber agreement also by a computerized graphic signature,
instead of an original signature, and for this matter the provisions of Appendix E shall apply instead of Article 55.5.
|
20655A |
Remote Sale Transaction
|
55A.1 |
In a remote sale transaction, as this term is defined in section 14.C. of the Consumer Protection Law, 5741 – 1981, which is being transacted via a telephone conversation, the Licensee shall act as
follows:
|
(a) |
The Licensee shall record the telephone conversation held between the Applicant and the Licensee’s representative.
|
(b) |
During the sale conversation, and before the Applicant expresses his consent to engage in an agreement with the Licensee, the Licensee’s representative must ask for the Applicant’s consent to send him the Plan Basics via electronic mail or
SMS or facsimile, the service access form, the Questionnaire and the portability blocking request, insofar as there is one207, and must inform him that he must
confirm expressly, as specified below, that he is accepting the terms of the engagement agreement as a precondition to it coming into effect. Insofar as the Applicant expressly states that he is not interested in receiving the said documents in
one of the three said ways during the sale conversation, then the Licensee shall be released from having to send them to the Applicant when conducting the sale conversation, and these shall be sent to him, together with the rest of the
provisions of the engagement terms document, on the transaction execution date. If the Applicant asked to receive the said documents via one of the ways specified above, the Licensee’s representative must send them to him in the manner
requested during the sale conversation.
|
(c) |
In a service access form sent via electronic mail or SMS, every service must be computer-marked as “blocked” or as “open,” as the Applicant chose during the said telephone conversation; the Questionnaire that was sent as stated must also be
marked and completed as the Applicant requested during the said conversation.
|
(d) |
The electronic mail message or the SMS will ask the Applicant to confirm the execution of the transaction and the choices marked and the details in the service access form, in the Questionnaire and in the portability blocking request,
insofar as there is one208. The Applicant must expressly confirm the terms of the transaction, without any stipulations or qualifications or changes in relation to
the terms in the engagement terms document209.
|
(d1)210 |
For the purpose of the Applicant’s confirmation of the transaction, the Licensee must include a link in the electronic-mail message or in the text message, so that clicking on it shall lead to a landing page that contains two tabs: “I
confirm” and “I do not confirm”; after the Applicant clicks on one of the two tabs, the Licensee must immediately send an electronic-mail message or a text message to the Applicant, which shall refer to the Applicant’s full name, indicating the
confirmation or non-confirmation of the terms of the engagement, as the case may be, and the date (date and time) that it was issued (“Confirmation Notice”).”
|
(e) |
211If the Applicant asked to receive the Plan Basics, the service access form and the Questionnaire via facsimile, the Licensee’s representative shall send the
said documents via facsimile, according to number given to the Licensee’s representative during the conversation.
|
(f) |
A remote sale transaction via telephone shall be completed and shall come into effect and the Licensee shall be allowed to charge the Applicant pursuant to its terms, only after the Licensee has received the reply notice from the Applicant
via electronic mail or SMS confirming the signing of the engagement agreement and the said documents via facsimile, being duly marked and signed.
|
(f1)213 |
Notwithstanding that stated above, if at issue is a transaction with a new Subscriber, in which the Licensee sends a SIM card to the Applicant, which the Applicant must activate via the Licensee’s website, then the Licensee must send the
Plan Basics, the service access form, the Questionnaire and the portability blocking request, insofar as there is one214 to the Applicant, in the manner requested
by the Applicant, immediately upon concluding the conversation between them, without him being asked to confirm the terms of the transaction. The Licensee must state in the Plan Basics that the transaction will come into effect only upon the
activation of the SIM card.
|
(g) |
The Licensee shall retain the following in its possession:
|
(1) |
the recording of the telephone conversation between the Applicant and the Licensee’s representative;
|
(2)215 |
the electronic mail message or the SMS that the Licensee sent to the Applicant, including the Plan Basics, the service access form the Questionnaire and the portability blocking request, insofar as there is one216 attached thereto;
|
(3)217 |
the confirmation notice;
|
(4)218 |
if the transaction was executed via facsimile, the Licensee shall retain the Plan Basics bearing the Applicant’s handwritten signature, the service access form, the Questionnaire and the portability blocking request, insofar as there is one219, bearing the Applicant’s markings, the details that he completed and his signature;
|
(5) |
the rest of the provisions of the engagement terms document, updated to the agreement signing date with the Applicant.
|
(h) |
The Licensee shall make the recordings and the documents specified in clause (g) available for delivery or forwarding to the Director, at his request, and this, within five (5) workdays of the effective date of the transaction.
|
(i) |
The rules specified in this clause shall also apply when at issue is the execution of a change in an existing plan.
|
(j)222 |
Cancelled
|
55A.2 |
In a remote sale transaction, as this term is defined in section 14.C of the Consumer Protection Law, 5741 – 1981, via the internet, the Licensee shall act as follows:
|
(a) |
In its advertisement of a tariff plan on its website, the Licensee must clearly include all of the details specified in subclauses 55.4(a2) through 55.4(h), and the Plan Basics, the service access form, the Questionnaire223 and the portability blocking request, insofar as there is one224.
|
(b) |
During the registration process for a tariff plan, as stated, the Licensee must include a presentation of the Plan Basics to the Applicant and a box that the Applicant must mark before completing his registration, as stated, whereby marking
that box shall constitute a declaration that he read the information included in the Plan Basics. Insofar as the Applicant shall not mark the box as stated, it must not be possible to complete registration.
|
(c) |
As part of the tariff plan registration process, as stated, the Licensee must include an online service access form that the Applicant can mark, and retrieve at any time, and change his choices on it as he wishes.”225
|
(d) |
The Licensee shall send a copy of the engagement terms document to the subscriber who executed a “remote sale” transaction via the internet, immediately after executing the transaction. A copy of the engagement agreement signed between the
subscriber and the Licensee must be sent to the subscriber via electronic mail message, which shall include the engagement agreement as an attached file.
|
(e) |
The Licensee must retain the engagement terms document, as stated, in its possession, and make it available for delivery or forwarding to the Director, at his request, and this, within five (5) workdays of the transaction execution date by
the subscriber.
|
(f) |
The rules specified in this clause shall also apply when at issue is the execution of a change in an existing plan or a replacement of an existing plan with a new plan.
|
56. |
227If the Licensee publishes on its internet website a tariff plan, including tariff plans that include the purchase of MRT equipment, the said publication
shall also include the subscriber agreement conditions regarding that tariff plan, including the details on the "main plan details page.
|
56A228. |
The Commitment Period in the Subscriber Agreement
|
56A.1 |
If the Licensee signs a Subscriber Agreement with a Subscriber that is not a Business Subscriber, that includes a commitment, the commitment period shall not exceed eighteen (18) months; For this article, "commitment of a Subscriber to meet
the conditions regarding the scope of consumption of services, payment amount or payment conditions during the defined period, for which not meeting those conditions during that period entails a payment, including the return of a benefit or an
exit fee.
|
56A.2 |
If the Licensee offers a Subscriber that is not a Business Subscriber, to sign a Subscriber Agreement that includes a commitment, the Licensee shall offer the Subscriber a subscriber agreement that does not include a commitment, that offers
a reasonable alternative to the agreements that includes commitments. In this respect, a Subscriber Agreement that includes a "pre-paid plan" will not be considered a reasonable alternative to a Subscriber Agreement that includes a commitment.
229The Licensee shall publish on its internet website the subscriber agreement that does not include a commitment, including "the main plan details page" of the
said agreement.
|
56A.3 |
If the Director concludes that the Licensee has breached section 56A.2, he may instruct the Licensee to change the conditions of a Subscriber Agreement that does not include a commitment, without derogating from any other authority set forth
in the License or by law. In this respect, the Director will examine, among other issues, the number of subscribers of the Licensee that have signed agreements without commitments.
|
57. |
Cancelled
|
58. |
Cancelled
|
59. |
The Obligation to Connect Applicants and the Prohibition of Conditional Agreement
|
59.1 |
Should the Licensee fulfill the conditions regarding the operation of the MRT System as stated in Paragraph 44.2, the Licensee will connect any applicant to the MRT System no later than the date determined in the Subscriber Agreement with
the Subscriber unless the Director has given his approval to the Licensee not to connect an applicant for reason which he considers justifiable.
|
59.2 |
Subject to the provisions of Paragraph 60.2, the Licensee may not condition the connection of an applicant, the provision of services or determining of tariffs, by unreasonable conditions that are discriminatory or unfair, and without
derogating from the generality of the above:
|
(A) |
The Licensee is not permitted to obligate a Subscriber to purchase Terminal Equipment from it or from its agent.
|
(B) |
The Licensee is not permitted to obligate the Subscriber to receive from it maintenance service or insurance for the Terminal Equipment in his or her possession.
|
(C) |
The Licensee is not permitted to limit supply of spare parts for Terminal Equipment that was purchased from it or from its agent, to Subscribers or to another provider of maintenance services.
|
60. |
Obligation of Maintaining Service
|
60.1 |
The Licensee will offer its Subscribers the entire services detailed in the First Annex, in accordance with the conditions specified in the Annex, and will maintain its entire services throughout all days of the year during all the hours of
the day and night, both in peacetime and in times of emergency, subject to Paragraph 48, in accordance with the technical requirements and the requirements regarding the quality of service, in an orderly and normal manner and of a quality that
will not be inferior to the criteria of service quality specified in the First Annex to the License and in Appendix E of the Second Annex to the License; in case of contradiction between the First Annex and Appendix E of the Second Annex to the
License, the provisions of Appendix E of the Second Annex will prevail.
|
60.2 |
230 Without derogating from the provisions of clause 75.3, the Licensee shall provide MRT Services and the Services Package, as defined in clause 73A, to every
person so requesting, on equal and non-discriminatory terms, and at a non-discriminatory tariff.
|
60.3 |
Should the Director find that the Services Package might harm competition or consumers, he shall give notice of such to the Licensee noting the date on which the Licensee is to cease offering the Services Package to its subscribers.
|
60.4 |
If the Licensee provides any MRT Service to any person or body in return for payment, the service shall be available to every Subscriber in the entire coverage area of the system, while meeting the minimum requirements regarding quality of
service, without discrimination, within 24 months of the commencement of provision of the service in return for payment.
|
60.5 |
Upon written application from the Licensee, the Director may permit the Licensee limitations on the provisions of clause 60.4, after being convinced that there is a real difficulty in supplying the service to all who request it, and that
certain characteristics of the service give special and extraordinary grounds and justification for such.
|
60.6 |
(a) The Licensee shall not provide and shall not expand, whether for a consideration or for no consideration, any of its services that the subscriber has not expressly asked to receive or expand, apart from a service being provided for free
to all subscribers, and it shall not enable the provision or expansion of a service by a service-provider that the subscriber has not expressly asked to receive from the Licensee or to expand.
|
232(b) |
An express request shall be submitted in one of the following ways233:
|
(1) |
A signed document by the subscriber that is sent to the Licensee;
|
(2) |
An electronic mail sent by the subscriber to the Licensee;
|
(3) |
A telephone call between the subscriber and the Licensee representative;
|
(4) |
An SMS sent by the subscriber to the Licensee;
|
(5) |
234Service order on the Licensee's website or content provider. A service order shall be done in accordance with the provisions of Annex F of the License;
|
(6) |
Internet chat calls with a representative of the Licensee;235
|
(7) |
236A telephone conversation from a telephone number on the Licensee’s network to IVR237
according to the following alternatives:
|
a) |
At the beginning of the conversation, the caller shall be asked to indicate whether the service is being requested for the telephone number used to make the call or for another telephone number of the caller on the Licensee’s network, and if
at issue is a service for another telephone number as stated, the caller must enter the other telephone number. At the end of the conversation, a text message containing the details of the service, or a text message with a link to the product
page containing the details of the service, must be sent immediately from the Licensee’s system to the telephone number from which the call was made. The said text message must also include the telephone number to which the service shall be
provided, in the event that the service is intended for a telephone number other than the telephone number from which the call was made. For a call in which the service is intended for another telephone number as stated, a text message must
also be sent from the Licensee’s system to the other telephone number, during the conversation, which includes a random identification code that the caller shall have to enter in order to complete the submission of the request;
|
b) |
At the beginning of the conversation, the caller must be asked to indicate whether the service is being requested for the telephone number used to make the call or for another telephone number of the caller on the Licensee’s network, and if
at issue is a service for another telephone number as stated, the caller must enter the other telephone number. The caller shall be identified by entering his ID number and the four last digits of his means of payment, and it shall be possible
to continue the process only if the data entered is identical to the said data as existing in the Licensee’s system in relation to the telephone number for which the service is being requested. At the end of the conversation, a voice message
shall be played indicating the name of the service, the price thereof and the telephone number to which the service shall be provided. The caller must be given an opportunity to choose to listen again to the said voice message. The caller must
be asked to confirm the request to receive the service by clicking on a particular button.
|
(c) |
The Licensee shall retain the documentation, as stated, in its possession and shall make it available for delivery or forwarding to the Director, at his request, and this, within five (5) workdays of the date of the subscriber’s express
request.238
|
60.7 |
243The Licensee is not allowed to collect payment from the subscriber for a service or an expansion thereof244 unless it has documentation regarding the subscriber's explicit request to receive the service or the expansion thereof.245
|
60.8 |
246If the subscriber is charged for a service or for an expansion of a service247
and notifies the Licensee that he did not request the service or an expansion thereof,248 the Licensee shall refund him the entire sum of that was charged for the
service or the expansion thereof,249 if the Licensee does not have the documentation regarding the subscriber's explicit request to receive the service or an
expansion thereof.250 The manner of handling the subscriber's complaints granting the refund shall be executed in accordance with the provisions regarding
"overcharging" detailed in article 83A of the license."
|
60.9 |
5G Service that is Massive IoT or Mission Critical service shall be offered to a Subscriber in conformity with Appendix P to the License and the provisions of clauses 60.1, 60.4 and 60.5 shall not apply to him.251
|
61. |
Ombudsman
|
61.1 |
The Ombudsman shall be directly subordinate to the CEO of the Licensee or to the board of directors, including to one of the board committees.
|
61.2 |
Subject to the provisions of clause 61A, relating to the settlement of disputes, the roles and authorities of the Ombudsman shall be as follows:
|
(a) |
to clarify complaints of subscribers and Applicants concerning the Licensee’s services;
|
(b) |
to clarify complaints of subscribers concerning Bills that the Licensee submitted to them and to decide them;
|
(c) |
to clarify disagreements arising between the Licensee and a subscriber concerning the interpretation or execution of the engagement agreement and to decide them.
|
61.3 |
The Licensee must display a link called “Ombudsman” on its website’s home page, in a conspicuous way and location.252 Pressing on the said link must lead to a
target page that specifies the roles and authorities of the Ombudsman, and details for four (4) options for sending a complaint to him as follows:
|
(a) |
ordinary post;
|
(b) |
electronic mail address;
|
(c) |
online form on the Licensee’s website, to which various types of files may be attached;
|
(d) |
facsimile.
|
61.4 |
The Licensee must specify the roles and authorities of the Ombudsman in every Bill that it submits to a subscriber, and the address, facsimile number and electronic mail address through which a subscriber can sent a written complaint to him.
|
61.5 |
The Licensee must specify on its website and in every Bill that it submits to a subscriber, the details that a subscriber must complete in a complaint that it intends to send with reference to each of the four (4) options specified above.
|
61.6 |
If a complaint is sent to the Ombudsman via electronic mail or using an online form, an automatic notice acknowledging its receipt must be sent to the subscriber, immediately after receiving the complaint. The acknowledgement notice must
include the number assigned to the complaint in the Licensee’s system, the date of receipt of the complaint, the contents of the complaint as sent by the subscriber and the deadline by which a written response to the complaint shall be sent.
|
61.7 |
The Licensee must retain a copy of the complaint and of the written response sent to the subscriber in its possession, and make them available for delivery or forwarding to the Director, at his request, and this, within five (5) workdays of
the date of receipt of the complaint and of the date the response was sent.253
|
61A. |
Dispute Settlement
|
61A.1 |
The subscriber agreement shall state that all disagreements that arise between the Licensee and a subscriber, regarding the interpretation or implementation of the subscriber agreement, shall be assigned to arbitration to the Licensee's
Ombudsman.254
|
61A.2. |
The subscriber agreement shall state that an application to the Ombudsman255 in accordance with article 61.1A, shall not:
|
(a) |
prevent the subscriber from bringing the matter before the appropriate court;
|
(b) |
derogate from the authority of the Licensee to act in accordance with the provisions of article 72 regarding termination or termination of the engagement256 as
a result of a breach of the subscriber agreement.
|
62. |
Obligation of Maintenance
|
62.1 |
The Licensee is responsible for the maintenance of the MRT System.
|
62.2 |
Should the Subscriber purchase MRT Terminal Equipment from the Licensee or its agents, and the purchase agreement should include maintenance services, the Licensee will be responsible for maintaining the above mentioned Terminal Equipment,
however the Licensee will not be responsible for maintaining Terminal Equipment which was purchased, as stated, after the maintenance period undertaken by the manufacturer, unless otherwise agreed between it and the Subscriber; should the
maintenance services include insurance services, the insurance service will be provided after receipt of the permits required by any law.
|
62.3 |
Should the Subscriber use, for the reception of MRT Service, MRT Terminal Equipment which was not purchased from the Licensee or its agents, the Licensee will not be obliged to maintain this Terminal Equipment, however the Licensee may enter
into an agreement with the Subscriber for the provision of maintenance services for this said Equipment as well.
|
62.4 |
For the matter of maintenance obligation, as aforesaid, this should also mean the provision of spare parts and accessories for Terminal Equipment, including Terminal Equipment of the models offered to the public by the Licensee or its
agents, even if the Licensee does not provide repair services for those models.
|
63.257 |
Telephone258 Call Center
|
63.1 |
The Licensee shall operate a staffed telephone call center to handle requests from its Subscribers, all as specified in Annex E.4259.
|
63.2 |
The Telephone260 Call Center will be staffed by a skilled and professional employee team, with the necessary qualifications to handle Subscriber calls. Should a
call be received regarding a fault, the said team will act to locate the fault and will begin taking measures to immediately repair the fault.
|
63.3 |
The Licensee shall detail in the maintenance diary the details of the fault as set forth in Article 63.2 and the steps taken to rectify the fault, all as set forth in Article 51."
|
64. |
Terminal Equipment
|
64.1 |
The Licensee will submit to the Director the specifications of the Terminal Equipment which are compatible with the MRT Network, and will assist, in accordance with the Director’s requirements, in converting them to Israeli standards or the
Ministry’s standards, or to standards and specifications as aforesaid; the Director will present requirements which differ from those of European standards only for the purpose of adapting the specifications of the Licensee to Israeli
standards, to the standards of the Ministry, in order to integrate the Hebrew language, to prevent interferences to other systems and interferences from other systems, and in order to achieve compatibility with the Telecommunication Networks in
Israel.
|
64.2 |
The Licensee will carry out, free of charge, tests to verify that the Terminal Equipment meets the specifications of the MRT Network, in accordance with the Director’s requirements; testing of Terminal Equipment as aforesaid will be finished
within fourteen (14) days from the date of the Director’s requirement.
|
64.3 |
The Licensee may sell or lease its Subscribers MRT Terminal Equipment for connection to the MRT Network, provided all the following are fulfilled:
|
(a) |
The Licensee has notified the Subscriber that he or she is entitled to purchase MRT Terminal Equipment both from any authorized dealer in Israel and from an overseas dealer, where the Equipment manufacturer confirmed that the Equipment is
similar in its features and options to the Terminal Equipment marketed by the Licensee, and that the Subscriber is not obliged to purchase the Equipment from the Licensee in order to receive MRT Services;
|
(b) |
The Licensee will not make the provision of maintenance services for MRT Terminal Equipment conditional to obtaining MRT Services from it, and will inform the Subscriber that he or she may receive Maintenance Service for Terminal Equipment
from any person, including Terminal Equipment purchased or leased from the Licensee.
|
(c) |
During a sale conversation through a telephone conversation for the purchase or rental of MRT Terminal Equipment, without a transaction being transacted with an Applicant for the purchase of MRT services (hereinafter – “Purchase Agreement”), and before the Applicant expresses his consent to engage in a Purchase Agreement with the Licensee, the Licensee’s representative must ask for the Applicant’s consent to send him a
printed Purchase Agreement via electronic mail or SMS or facsimile, without any handwritten changes, and bearing the Licensee’s logo, which provides a detailed description of the Terminal Equipment and the inclusive price and, insofar as
payment in instalments for the Terminal Equipment was agreed upon between the purchaser and the Licensee – the number of payments and the rate of each payment, and which includes the date of the execution of the sale conversation and the
details of the purchaser and of the Licensee’s representative, who must inform the purchaser that he must confirm in writing that he is accepting the terms of the Purchase Agreement as a precondition to it coming into effect. Insofar as the
Applicant expressly states that he is not interested in receiving the said document in one of the three said ways during the sale conversation, then the Licensee shall be released from having to send it to the Applicant when conducting the sale
conversation, and it shall be sent to him on the transaction execution date. If the Applicant asked to receive the said document via one of the ways specified above, the Licensee’s representative must send it to him in the manner requested.
|
(d) |
A notice shall be sent to the Applicant asking the Applicant to confirm the execution of the transaction. The Applicant must expressly confirm the terms of the transaction, without any handwritten stipulations or qualifications or changes in
relation to the terms of the Purchase Agreement, either via return electronic mail message or return SMS or facsimile, which includes his full name and ID number.
|
(e) |
Immediately after the Applicant sends his confirmation, as stated, the Licensee shall send him a document pursuant to the law261 in the mode by which the
Purchase Agreement was sent to him.
|
(f) |
When executing a transaction for the purchase of MRT Terminal Equipment in the presence of both parties, without executing a transaction for the purchase of MRT Services, and before the Applicant expresses his consent to engage in a Purchase
Agreement with the Licensee, the Licensee’s representative must submit a printed copy of the Purchase Agreement to the Applicant and enable him to peruse it.
|
(g) |
Insofar as the subscriber and the Licensee agreed on payment in instalments for Goods that the subscriber purchased or rented from it, and the subscriber breached the engagement agreement before paying all of the payments for the said Goods,
but rectified the breach within forty-five (45) days of the date the Licensee notified the subscriber of the breach, then the Licensee is not allowed to collect the balance of the payments from the subscriber for the Goods in a single payment,
and the payment in instalments shall continue as agreed upon between the subscriber and the Licensee ab initio.262
|
26364A |
Cancelled.
|
26465. |
Public Emergency Services
|
65.1 |
265The Licensee will enable, at any time and free of charge, all its Subscribers, who are receiving basic telephone service266, free and rapid access to public emergency services, such as: Magen David Adom, the Israel Police Force and the Fire Department..
|
26765.2 |
The Licensee shall enable the public emergency service centers268 to indentify the telephone number of a subscriber that dials them269, free of charge and at any time, including a subscriber with an unlisted number, a subscriber that implemented barring a call and a subscriber that dials from a private switchboard,
effective 5 April 2007 (hereinafter-"the commencement date");
|
65A.1 |
Notwithstanding the above-mentioned in Article 65.1, the Licensee shall block access to public emergency services for Harassing Subscribers; if the access to public emergency services only is not technically possible, the Licensee shall
block the Harassing Subscriber’s access to all MRT services. For this Article, “Harassing Subscriber”- a subscriber that calls a certain public emergency service, without a justified reason, more than 10 times during one day, through Terminal
Equipment in his possession.
|
65A.2 |
Notice regarding a Harassing Subscriber shall be given in writing to the Licensee by a senior employee of a public emergency service (“the Employee”), verified by an affidavit signed by the Employee (“the Complaint”). The Complaint shall
include, among other details, the name of the Harassing Subscriber, his phone number, as far as these details are known to the complainant, as well as details of the times of the calls of the Harassing Subscriber and the content of the calls
that indicates that the calls were made without a justifiable reason. If the Complaint does not include the Harassing Subscriber’s phone number, the Licensee shall act in a reasonable manner to identify the Harassing Subscriber based on the
details in the Complaint.
|
65A.3 |
The Licensee shall block the Harassing Subscriber’s access to the emergency services as set forth in Article 65A.1, after giving the Harassing Subscriber prior notice. The notice shall be given 3 working days before blocking the service, in
one of the following manners:
|
a. |
A call from the Licensee’s service center to the Terminal Equipment of the subscriber;
|
b. |
Sending an SMS to the Terminal Equipment of the Subscriber;
|
c. |
Sending a registered letter to the Subscriber; except a Pre-Paid subscriber whose address is unknown.
|
65A.4 |
Blocking service, to a Harassing Subscriber that is a Pre-Paid subscriber whose address is unknown, shall be done no later than 24 hours from the receipt of the Complaint or identification as set forth in Article 65A.2.
|
65A.5 |
Notwithstanding the above-mentioned in Article 65A.1, the Licensee shall not block a subscriber’s access to the public emergency services, if the circumstances of the calls made, based on the
explanation the subscriber provides to the Licensee show that. there was a justification for the calls and he should not be deemed a Harassing Subscriber; The Licensee shall provide the Director with the reasons for not blocking access for the
Harassing Subscriber within 10 working days from receipt of the Complaint or identification as set forth in Article 65A.2
|
65A.6 |
If the Licensee blocks the Harassing Subscriber’s access to the emergency calls as set out above, he may collect from the subscriber all charges and may also be entitled to collect from him payment to remove the blockage.
|
65A.7 |
The Licensee is permitted to remove the blockage after the Harassing Subscriber provides him with a written undertaking that he will not repeat the harassment in the future.
|
65A.8 |
The Licensee shall record the manner of identification of the Harassing Subscriber, manner of notifying the Harassing Subscriber or alternatively where notice was not given to the Harassing Subscriber, the reason for not giving notice; In
addition, he shall record the manner in which the blockage was removed.
|
65A.9 |
Deleted272
|
27365B. |
Personal Message Service
|
65B.1 |
The Licensee shall provide a personal message service (in this section, the Service"), at all times and free of charge, to all its subscribers, including to the subscribers of another licensee, users
of handsets that support the Service (thereinafter in this section the "Subscribers"), and in accordance with the "personal service" service file.
|
65B.2 |
In order to execute the above mentioned in Article 65B.1, the licensee shall act as set forth in the First Appendix and in the service file regarding this service and as follows:
|
a) |
Adaption of the network and its components so that it will support the provision of the personal message service, excluding the network components that operate under the iDEN or CDMA technology;
|
b) |
Assistance and resource allocation to execute the access of the personal message service of the Security Forces to the network;
|
c) |
Operation and maintenance of the Service components in the network, in accordance with written directions that will be presented to the Security Forces; without derogating from the aforesaid, the Security Forces may instruct the Licensee to
change the said instructions, however this will not derogate from the Licensee's responsibility to repair and access the network;
|
d) |
The execution of technical trials to examine the integration between the system and the network and the exercise of the network and system operation, in accordance with the instructions of the Office and the Security Forces.
|
65B.3 |
The Licensee shall report to the Security Forces any gap in the ability to supply the Service and will act to restore the ability as soon as possible, in accordance with the written operation instructions that it will formulate and present
to the Security Forces.
|
65B.4 |
The Licensee shall notify the Security Forces in advance of any change to the network that may affect availability for provision of the Service.
|
65B.5 |
The Licensee may not make commercial use of the CB characteristic without the Security Forces' prior knowledge of at least 30 days before operating the Service and the Security Forces may notify him in writing within 15 days of their
objection to the provision of the service or conditions for providing the said Service. In this case, the Licensee will not operate the Service or will only be able to operate it in accordance with the conditions determined by the Security
Forces, according to the merits.
|
65B.6 |
The Licensee will assist in launching the Service for its subscribers in all of the following manners:
|
a) |
By written publicity on the company's website;
|
b) |
By direct mail to subscribers through the monthly bills upon launch of the Service;
|
c) |
274By providing a response to subscriber inquiries to choose the necessary specifications on his handset; for cellular handset models that were not marketed by
the License, the License will make a reasonable effort to give its subscribers an answer;
|
d) |
The Licensee will allow the Security Forces to reasonably use its existing distribution channels in order to notify the subscribers of the Service.
|
66. |
Protection of Subscriber Privacy 275
|
66.1 |
Without derogating from the provisions of the Law, the Secret Monitoring Law, 5739-1979, the Protection of Privacy Law, 5741-1981, or any other law regarding protection of the privacy of a person, the Licensee shall not be entitled to listen
to the telephone or any other communication of a Subscriber without the Subscriber's written consent, other than for the purpose of quality control of the service or the prevention of fraud.
|
66.2 |
Subject to the provisions of clause 66A, the Licensee, its employees, agents and any person acting on its behalf shall not be entitled to disclose lists or documents containing the name and address of a Subscriber or any other information
regarding a Subscriber, including account details, call traffic, times and destinations to any person other than the Subscriber or a person authorized by the Subscriber for such.
|
66.3 |
Notwithstanding the provisions of clause 66.2, the Licensee may do the following:
|
(a) |
provide details of the Subscriber to another licensee for the purpose of collection of monies owing from the Subscriber for services provided to it via the Network, provided that the details so provided are essential for the purpose of
collecting money and accounting and that the other licensee has undertaken to maintain the privacy of the Subscribers;
|
(b) |
provide the details of a Subscriber, to the extent that such details are in its possession, to another person under any power at law.
|
66A |
276Services to the Security Forces
|
66A.1 |
The Licensee shall supply special services to the Security Forces, as set out in the Security Appendix (Confidential) attached to this License as Appendix K.
|
66A.2 |
The Licensee shall allow the Security Forces, as identified by the Director in writing, to exercise, subject to any law, their powers in respect of any telecommunications operation under the License, and shall be responsible for ensuring
the existence, proper operation and technical adaptability of the equipment and infrastructure required to enable such performance, all in coordination with the Security Forces and as set out in Appendix K; the Security Forces shall bear
payment under the provisions of section 13 of the Law.
|
66A.3 |
The Licensee shall be exempt from the obligation to indemnify the State under the provisions of clause 91.2 of the License and/or under any law, for the provision of the special services to the Security Forces.
|
66B. |
Security Provisions
|
66B.1 |
The Licensee shall appoint a security officer in accordance with the provisions of the Security Arrangements in Public Bodies Law, 5758-1998, and shall strictly adhere to the security provisions set out in Annex L to the License.
|
66B.2 |
The Licensee shall set out appropriate provisions in its foundation documents and regulations and shall act so that no person shall be appointed to act in a position or role set out in Annex L to this License unless he meets the following
conditions:
|
(a) |
he is an Israeli citizen, as defined in the Citizenship Law, 5712-1952, and a resident of Israel;
|
(b) |
he has been given a security clearance from the General Security Services, under which there is nothing to prevent his so acting.
|
66B.3 |
The Licensee shall act to keep the activities of the Security Services confidential and shall act in accordance with the security instructions of such Security Services, including with regard to the appropriate security classification for
Officer and persons with roles at the Licensee and the classification of information regarding the activities relating to the Security Services.
|
66B.4 |
The Licensee shall take such steps as are required in order to protect the system, components of the system, and the databases serving for the provision of services, operation and control of the system against the activities of unauthorized
persons, under the provisions set out in Annex L of this License.
|
67. |
Subscribers’ Bills277
|
67.1 |
The bill the Licensee will present to the Subscriber will be clear, concise, legible and comprehensible; the bill will include precise details of the components of the required payments in accordance with the types of payments and the rules
detailed in Chapter F.
|
67.2 |
278Cancelled
|
67.3 |
The Licensee is entitled to collect payments for its services from the Subscriber through another party, including through the Bezeq Corporation.
|
67.4 (a) |
Without derogating from all other provisions of the License regarding the manner in which the Subscriber's bill shall be set out and the method of billing, the Licenseeshall act in accordance with the Israeli Standard 5262, that concerns the
credibility of the charge and full disclosure in phone bills (hereinafter in this article – "theStandard").
|
(b) |
Cancelled.279
|
(c) |
Despite the aforesaid in sub-section (a)-
|
(1) |
With regard to the provisions of section 2.2.2 of the Standard, the rounding of numbers method shall beimplemented in accordance with the following:
|
((a)) |
An amount in a bill will be rounded to the nearest number that ends with two digits after the decimal point of the Shekel, and an amount that ends with five tenths of an Agora (three digits after the decimal point), shall be rounded up.
|
((b)) |
An amount for payment of a single call shall be rounded to the nearest amount that ends with two280 digits after the decimal point of the Shekel, and an amount
that ends with five tenths281 of an Agora (three282 digits after the decimal
point), shall be rounded up.
|
(2) |
Cancelled.283
|
(3) |
The price of a phone call (voice) that includes a Variable Tariff, shall be presented in a bill to a subscriber as the average price per minute, that shall be calculated in accordance with the amount for payment for that call, divided by the
total sum of minutes of the call.
|
(4) |
In addition to the provisions at the end of section 2.2.4 of the Standard regarding the Basket of Services, the bill shall include a detailed list of the services that are included in the basket as well as the total tariff to be paid for the
basket.
|
(d) |
(1) Chapter B of the Standard regarding full disclosure in phone bills shall become effective no later than Friday, 18 Tishrei, 5766 (14.10.2005).
|
(2) Chapter C of the Standard regarding the credibility of the charge shall become effective no later than Sunday, 15 Tevet 5766 (14.1.2006).284
|
28567.5 |
A bill that is sent to a Non-Business Subscriber shall be in the format set forth in Annex E1 (hereinafter for this Article- "Bill Format for a Non-Business Subscriber"286287).
|
28867.5A |
A bill submitted to a business subscriber shall include the details set forth in sub-sections 9B (1) to 9B (4) in Appendix E1 of the License." In this section "business subscriber"-except for the subscribers detailed in sub-sections (b) and
(d) of the definition of "business subscriber" in article 1 of the License.
|
67.6 |
A Business Subscriber may request that the Licensee send him a telephone bill in a Non-Business Subscriber Format (hereinafter in this Article-"Request"). If the subscriber makes such a request, the Licensee shall begin sending him bills in
accordance with said format, no later than two bill periods from the date of the Request. The Licensee shall publish bi-annually, a notice in the telephone bill sent to Business Subscribers, that the Business Subscribers may request that the
Licensee format their telephone bill in accordance with the Non-Business Subscriber Bill Format. 289In addition, a business subscriber may request from the
Licensee details in writing regarding the calculation manner of a "one time charge". The Licensee shall submit to the business subscriber the said details in writing regarding a "one time charge", within thirty (30) days of the date that the
subscriber requested the matter from customer services or from the Ombudsman.290
|
67.7 |
The subscriber shall receive the Bill, at its choice, via one of the following modes:
|
(a) |
regular post;
|
(b) |
electronic mail with an attached file;
|
(c) |
SMS with an attached link;
|
(d) |
the Licensee’s website;
|
(e) |
other electronic means at the choice of the Licensee.
|
67.8 |
293If the payment detailed in the telephone bill is done by debit bank payment or credit card, the said payment shall not be done before 294ten (10)295 days have passed from the date that the telephone bill was sent to the
subscriber.
|
67.9 |
296In relation to subscribers receiving their Bills via regular post, once every calendar year at the most297, the Licensee may act as follows in relation to the sending of Bills:
|
(a) |
The Licensee shall send a letter to every such subscriber by regular post as an attachment to the Bill298 or via electronic mail message, asking the subscriber
to choose, within thirty days (30) of the date the letter or the message was sent, the way by which his Bill will be sent to him, out of the following ways:
|
(1) |
regular post;
|
(2) |
electronic mail with an attached file;
|
(3) |
SMS with an attached link;
|
(4) |
the Licensee’s website;
|
(5) |
other electronic means at the choice of the Licensee.
|
(b) |
The Licensee must enable every subscriber, as stated, to respond to the letter to him via regular post, without payment, and via electronic mail and facsimile.
|
(c) |
The Licensee is obligated to operate at least two electronic means out of that specified above in subclause (a).
|
(d) |
The Licensee must specify in its letter to a Business Subscriber and to a Split Business Subscriber, in a framed notice, in boldface and at a font size of at least 16, that, insofar as it shall not choose the mode by which it shall receive
the Bill, the Bill shall be sent to it in the mode to be decided by the Licensee, and this, without derogating from the provisions of section 13.B.(a) of the Consumer Protection Law, 5741 – 1981.
|
(e) |
The Licensee must specify in the notice to a Non-business Subscriber, in a framed notice, in boldface and at a font size of at least 16, that, insofar as he shall not choose the mode by which he shall receive the Bill, the Bill shall be sent
to him by regular post.
|
(f) |
The Licensee is not allowed to send the Bill by way of an SMS to Terminal Equipment that is blocked to the receipt of SMSs and to Terminal Equipment that is not a smartphone.
|
(g) |
The Licensee is not allowed to change the mode of sending the Bill to a Non-business Subscriber who did not respond to the request that the Licensee sent to him.
|
(h) |
If the mode of sending the Bill to a subscriber was changed, the Licensee shall send a notice to the subscriber before sending the first Bill in the new mode, by way of SMS, which informs it of the details of the change. Any subscriber
blocked from receiving SMSs must receive the said message in the Bill following the execution of the change.299
|
30067A. |
Information Service for Telephone Number Enquiries301
|
67A.1 |
Without derogating from the aforesaid in Article 66, the Licensee shall provide, either by itself or through another on its behalf, an information service for the enquiry of telephone numbers of all subscribers of land line operators or MRT
operators, except for classified subscribers (hereinafter- "information service"), as follows:
|
(a) |
for the general public and cost free, through an internet site that will provide the service;
|
(b) |
for its subscribers, at a reasonable cost, through a telephone center to which the the access will be provided by a network access code to be determined by the Director;
|
(c) |
the information service shall be provided by all of the above methods based on the same information features that the subscriber will provide when he requests the service.
|
67A.2 |
Cancelled.302
|
67A.3 |
In addition to the above-mentioned in clause 67A.1303, the Licensee may offer, at a reasonable price, either by itself or another on its behalf, an information
service, through any other method, including a national access code or through a short message system service (SMS).
|
67A.4 |
For the execution of the aforesaid in Article 67A.1 and 67A.3:
|
(a) |
The Licensee may approach any database of a line operator or MRT operator (hereinafter in this article – "another licensee") with a question, or receive information from a database of another licensee
through any other method and with the consent of the other licensee, all subject to the obligation regarding protection of the subscriber's privacy;
|
(b) |
For the provision of the information service by another licensee in accordance with its general license, the Licensee shall allow any other licensee access to the Licensee's database;
|
(c) |
The Licensee shall reguarly update the database, so that every name, address or telephone number of a subscriber that has been added, changed or removed, shall be updated in the database within one working day after the implementation of the
update in the Licensee's system for the provision of telephone services.
|
67A.5 (a) |
The Licensee shall obtain through the Questionnaire the consent of every new subscriber in order to include their details in the database; if the subscriber consents to the aforesaid, the Licensee shall take action to include304 the subscriber's details in the database.
|
(b) |
The Licensee shall comply at no cost with every subscriber's initial request to remain classifed.
|
(c) |
The Licensee must take action to fulfill the Subscriber’s request within one workday after having received it. The Licensee must document how it acted as stated and must make this documentation available for delivery or forwarding to the
Manager within five (5) workdays of receiving the request.
|
67A.6 (a) |
The conditions for the provision of information service to enquire about telephone numbers in accordance with Article 67A shall be determined by the Licensee, provided that they are fair and non discriminatory, including presentation of the data to those requesting the service; the service shall be provided twenty four (24) hours a day, every day of the year, except for Yom Kippur; in this Article, "presentation of the data"- if the answer to a question of a person requesting the service consists of a number of different data, the data shall be presented in a coincidental manner; |
(b) |
Cancelled.305
|
(c) |
Information service for telephone number enquiries as set forth in Article 67A.1 (b) and Information Service through a telephone center to which the access shall be provided by a national access code as set forth in Article 67A.3 shall meet
the following service standards:
|
(1) |
at any time, except in cases of heavy traffic of calls requesting the service306, the amount of callers that will receive service shall not be less than 90%;
|
(2) |
the average waiting period of a caller until the start of receiving service307 shall not exceed 30 seconds;
|
(3) |
the maximum waiting period of a caller until the start of receiving service shall not exceed 60 seconds.
|
67A.7 |
Article 67A shall become effective on 8 February 2007 excluding Article 67A.1 (a) that will become effective on 15 March 2007 ("commencement date") but excluding Article 67A.2.308
|
67A.8 |
The Licensee, either itself or through another, including together with another licensee, shall publish any information service for telephone number enquiries that is being provided by the Licensee at no cost (hereinafter - “free information service");309 the publication shall include at least the following:
|
(a) |
an internet site of the Licensee;
|
(b) |
every Telephone Bill of the subscriber.310
|
(c) |
at least four (4) times during the first year after the commencement date, the Licensee shall publish large and prominent advertisements in at least 3 of the most common newspapers in Hebrew and the most common newspaper in Arabic, English
and Russian as well as in the most common financial newspaper; these advertisments shall not include any other information. The first publication regarding cost free information services shall be in the above detailed newspapers, except for the
financial newspaper, which shall be on the first Friday after the commencement date or the following one and in the financial newspaper on the first Tuesday after the commencement date of the following one.
|
67B. |
Deleted311
|
67C. |
Service File
|
31267C.1 |
If the licensee wishes to activate a service that is included in the list of services listed in the First Appendix and titled “future”, it shall notify the director in writing no later than thirty (30) days before the date it intends to
begin supplying the service.
|
67C.2 |
If the licensee wishes to activate a new service that is not included in the list of services listed in the First Appendix that it intends to supply to any of their service receipiants, it shall notify the directorin writing no later than
thirty (30) days before the the date it intends to begin supplying the new service.
|
67C.3 |
The director shall notify the licensee within thirty (30) days of receipt of the notice of the licensee as set forth in Articles 67C.1 and 67C.2, if it is allowed to begin supplying the service or if it needs to submit a service file for the
director’s approval, as a condition for beginning the service.
|
67C.4 |
The licensee shall submit a service file for the director’s approval upon his demand; if the licensee shall not submit a service file uponthe director’s demand, or if the director does not approve the service file, the licensee shall not
begin supplying the service.
|
67C.5 |
The director’s decision regarding the service file submitted to him shall be given within sixty (60) days from the day that the licensee submitted to the director all the required documents and information for the approval of the service
file. In special cases, the director may extend the dates set forth in this article, in a written and detailed notice to the licensee.
|
67C.6 |
The director may require the licensee to submit for his approval a service file for an existing service, that does not require a service file, and he may also require the licensee to submit for his approval a new service file for a service
for which a service file has already been approved.
|
67C.7 |
The service file shall be submitted to the director in a format and at a time set forth by the director and shall include ,among other things, provisions regarding the following:the name of the service, a detailed description of the service
and the supply method, the service tariff,an engineering description, and all in accordance with the First Appendix; the director may advise of additional details that should be included in the service file.
|
67C.8 |
If the service file is approved, the licensee shall supply the service in accordance with the conditions of the approved file and the approved service file shall be considered an integral part of the license.
|
67C.9 |
The licensee shall publish the approved service file, with the details and in a manner set forth by the director, and the director may publish it himself, as long as he does not do so until after the licensee begins supplying the service.
The notice to the public shall not include information that are trade secrets, that have been noted by the licensee and attached as a separate annex marked as trade secrets to the service file.
|
67C.10 |
Each new service file that the licensee shall begin supplying in accordance with this article, will be considered part of the First Appendix; the director shall update the Appendix from time to time.
|
67.11C |
The provisions of this article shall apply with the necessary changes for tests by means of the network of the licensee.
|
67D313 |
Adult Voice Services
|
67D.1314 |
Premium Service
|
31567D1.1 |
The Licensee may provide Premium Services in one of the following manners:
|
a) |
Premium Service, for which the payment is charged according to the Premium Tariff and is collected through the Telephone Bill shall be provided in accordance with the provisions of Appendix N.
|
b) |
Premium Service, for which the payment is charged according to the Regular Tariff (hereinafter in this sub-section "the Service") will be provided as follows:
|
1) |
As an internal network service through a network access code316;
|
2) |
By dialing a Fixed-line telephone number to which the access will be possible for each subscriber of the subscriber of a General Licensee.
|
67E.1 |
The Licensee shall supply Domestic Roaming Service through its 2G and 3G network to a Roaming Licensee to the Roaming Operator’s subscribers to the network of the host operator, as specified below. Notwithstanding that stated above, the
Licensee shall supply Domestic Roaming Service through its network to the Roaming Operator’s subscribers to the network of the host operator in the event of dissolution of a partnership as approved in the Sharing Agreement.319
|
67E2. |
Preparation of the Licensee
|
a) |
The provisions of Appendix X in the Second Annex;
|
b) |
The provisions of the law and the license regarding enabling use of its network and particularly Articles 30 through 30C, with the necessary changes.
|
67E.3 |
Operational arrangement
|
a) |
If the Roaming Licensee shall notify the Licensee in writing, after notifying the Minister that it did not reach an agreement with any of the existing Licensees regarding the conditions for the provision of roaming services as set forth in
Article 5B(b)(1) of the Law, that it has chosen that Licensee for the receipt of National Roaming services (in this section "the notice"), the Licensee and the roaming operator shall provide the Minister
with the engineering and operational details that they have agreed upon between themselves regarding the implementation of National Roaming ("operational arrangement"), within three months from the date
the notice is sent. In addition, the said operators shall include the required engineering and operational details in order to maintain National Roaming that were not included in the operational arrangement, due to disagreements, if there are
any;
|
b) |
Issues that are not agreed upon, as set forth in sub-section (a) above, if there are any, shall be decided by the Director. The directions of the Director for this matter shall form an integral part of the operational arrangement.
|
67E.4 |
Commencement date of National Roaming implementation
|
67F. |
International Roaming Service through the Network of the MRT Operator in the Neighboring Country
|
67F.1 |
The Licensee shall act so that in an area in which there is reception that allows the initiation of a proper call, from the network as well as from the network of the MRT operator in the neighboring country, the subscriber shall receive MRT
service through the network. The Licensee shall perform the action itself without requiring any action on behalf of the subscriber.
|
67F.2 |
The Licensee shall block the possibility of the subscriber to receive international roaming service through the network of the MRT operator in the neighboring country ("the Service"), unless the
subscriber explicitly requested to receive the Service, and after it was explained to him that as part of receipt of the Service, the handset in his possession may roam in the area of the border with the neighboring country, involuntarily, onto
the network of the neighboring country, and that he was advised of the tariffs for the Service; if the subscriber requests to receive the said Service-
|
a) |
The Licensee shall explain to him how he may manually select, through the handset in his possession, the MRT network from which he will receive service;
|
b) |
The Licensee shall allow the subscriber to select whether to block access for receipt of data communications service through the MRT network of the neighboring country.
|
67F.3 |
In this section, "neighboring country"-Jordan and Egypt;
|
67G |
Offensive sites and content320
|
67G.2 |
The Licensee shall notify its subscribers with respect to the existence of internet content that is unsuitable for children and teenagers (for example pornographic sites), and will include a list of ways in which the access to such content
by children and teenagers can be blocked; said notification shall be done in the manner set forth in section 4i(c) of the law.
|
67G.3 |
The Licensee shall offer its subscribers, in all of the ways set forth in section 4i(c) of the law, an effective service for filtering offensive sites and offensive content at no extra cost to the payment that he charges for the internet
access service, and all as set forth in section 4i(d) of the law, as long as the said service shall be based on an analysis of the information and not a "black list" of only sites.
|
67G.4321 |
(a) In Addition, the Licensee will offer its subscribers when they join the internet access service, as well as subscribers who joined the internet access service however have not yet joined the filtering service described in the previous
section ("the Filtering Service"), once every six (6) months by sending an SMS message ("the Message").
|
68. |
Definitions
|
“Termination of Service”
|
-
|
permanent disconnection of any of the Licensee’s services to all of the subscribers;
|
“Suspension of Service”
|
-
|
temporary halting of any of the Licensee’s services or of all of the Licensee’s services, which are being provided to a subscriber;
|
“Disconnection of Service”
|
-
|
Permanent disconnection of any of the Licensee’s services, which are being provided to a subscriber;
|
“Termination of an Engagement”
|
-
|
Disconnection of all of the Licensee’s services being provided to a subscriber, and termination of the engagement agreement with him.323
|
69. |
Prohibition of Suspension or Disconnection of Service
|
69A. |
Prohibition of Termination of Service
|
69B. |
Suspension of Service at the Subscriber’s Request
|
69B.1 |
A subscriber may request from the Licensee to suspend service in respect of all of the Licensee’s services, once a year, for a period of between a minimum of thirty (30) days and a minimum of ninety (90) days324.
|
69B.2 |
A subscriber may submit a request to suspend a service in the following ways:
|
(a) |
in writing, including by way of ordinary post, facsimile, electronic mail or online form on the Licensee’s website, to which various types of files may be attached, and the Licensee may enable the submission of a request by way of internet
chat calls;
|
(b) |
orally, during a call to the telephone call center or at a service station of the Licensee;
|
69B.3 |
The Licensee must document the subscriber’s request and make this documentation available for delivery or forwarding to the Director, upon his request, and this, within five (5) workdays of the submission date of the request.
|
69B.4 |
The Licensee shall carry out a suspension of service, disconnection of service or termination of engagement by no later than one workday after the day on which the request was submitted; if the subscriber indicated a future date in its
request for executing the suspension of service, disconnection of service or termination of engagement, the Licensee shall carry out the request on the date specified by the subscriber.
|
69B.5 |
The Licensee must document in its information systems the date and time of the execution of the subscriber’s request.
|
69B.6 |
If a suspension of service was executed for a subscriber, the Licensee shall resume the provision of the service by no later than one workday after the day on which the subscriber’s request was submitted, unless the subscriber requested a
later date for resuming the provision of the service.
|
69B.7 |
If the subscriber requested a suspension of service for all of the Licensee’s services, the Licensee shall save the subscriber’s telephone number for him throughout the entire period of the suspension, and shall not transfer it to another
party.
|
69B.8 |
The Licensee is not allowed to collect payment from the subscriber for suspension of service, for resuming the provision thereof, and is not allowed to collect payment from the subscriber for the period of the suspension of all of its
services.
|
69B.9 |
After the provision of the service was resumed for the subscriber, the Licensee shall charge the subscriber according to the plan tariffs and conditions, pursuant whereto the subscriber had been charged prior to the suspension of the
service, unless the plan tariff and rates were changed for all subscribers to that plan during the period of the suspension of service.
|
69C. |
Disconnection of Service at the Subscriber’s Request
|
69C.1 |
A subscriber may request disconnection of service from the Licensee; the subscriber may submit its request in writing or orally, as stated in clause 69B.2.
|
69C.2 |
The provisions of the above clauses 69B.3 through 69B.5 shall apply to a disconnection at a subscriber’s request, and the Licensee is not allowed to collect payment from the subscriber for disconnection of the service.
|
69D. |
Termination of an Engagement at the Subscriber’s Request
|
69D.1 |
A subscriber may notify the Licensee of termination of the engagement between them; the subscriber may deliver its notice in writing or orally, as stated in clause 69B.2.
|
69D.2 |
The provisions of the above clauses 69B.3 through 69B.5 shall apply to termination of an engagement at the subscriber’s request.
|
69D.3 |
The Licensee shall send notice to the subscriber about the termination of the engagement within two workdays of the date of the subscriber’s request to carry out the termination of the engagement. The notice must include, inter alia, the
date of execution of the termination of the engagement and the deadline for sending the last final Bill, which relates to the last billing period of his being a subscriber of the Licensee (“Final Bill”).
|
69D.4 |
A subscriber who terminated the engagement with the Licensee must receive a Final Bill on the closest possible date, and by no later than two months after the termination date of the engagement.
|
69D.5 |
That stated in this clause in no way derogates from a termination of engagement by way of number portability, according to a numbering plan relating to number portability – consolidated version, of 22.8.2005, inclusive of amendments thereto.
|
69E. |
Saving the Telephone Number upon Termination of an Engagement
|
69E.1 |
If a termination of an engagement between the Licensee and a subscriber was executed, whether at the initiative of the Licensee or at the subscriber’s initiative, the Licensee shall save the telephone number for the subscriber, at no charge
and without any conditions or restrictions, and shall not deliver it to another party and shall not return it to the pool of numbers designated for allotment, either of the Licensee or of another licensee that had initially allotted it, and
this, for a period of fourteen (14) days after the termination date of the engagement.
|
69E.2 |
If the subscriber asked to retrieve his telephone number within the said timeframe, the Licensee shall carry out the subscriber’s request immediately, and it is allowed to charge the subscriber for the timeframe between the termination of
the engagement and its resumption with that same telephone number that was returned to him, according to the terms of the tariff plan he had subscribed to prior to the execution of the termination of the engagement, and to continue to charge
him pursuant to the terms of the said tariff plan.
|
69F. |
Suspension or Disconnection of Service or Termination of an Engagement – General Provisions
|
69F.1 |
The Licensee must display a link called “Suspending/Disconnecting of Service”325 on the home page of its website, in a
conspicuous manner and location, the pressing of which will redirect to the following three possibilities:
|
(a) |
suspension of service;
|
(b) |
disconnection of service;
|
(c) |
termination of an engagement.
|
69F.2 |
The Licensee shall display the following details in each of the three said possibilities:
|
(a) |
brief explanation of the selected possibility;
|
(b) |
the modes of communication for the purpose of submitting a request in each of the said possibilities, including the telephone number, address, facsimile number, electronic mail address, the online form and internet chat calls, insofar as the
Licensee chose this possibility, through which a subscriber can submit such a request;
|
(c) |
the details that the subscriber must specify in his request, including the telephone number relevant to the request, the subscriber’s ID number, the last four (4) digits of the means of payment, electronic mail address, insofar as the
subscriber uses electronic mail for the purpose of submitting his request, and the subscriber’s specified date for carrying out his request;
|
(d) |
the date of execution of the subscriber’s request, the termination date of the billing in the Telephone Bill and the deadline for sending a Final Bill to the subscriber in the instance of termination of an engagement.
|
69F.3 |
The Licensee shall publish on every Telephone Bill, the telephone number, address, facsimile number and electronic mail address through which the subscriber can submit requests as stated.
|
69F.4 |
If the subscriber submitted his request via electronic mail, the Licensee shall send, immediately upon receiving the request, a reply electronic mail notice acknowledging the receipt of the request. The notice shall include the number
assigned to the subscriber’s request in the Licensee’s system, the receipt date of the request, and the contents of the request as sent by the subscriber.
|
325 |
A link called “contact us” shall not be deemed a substitute for the said link.
|
69F.5 |
If the subscriber submitted his request via online form, the Licensee shall display on the device screen through which the online form was sent (computer or compatible MRT Terminal Equipment) a notice acknowledging receipt of the request;
the notice shall contain the details specified in clause 69F.4.
|
69F.6 |
If the subscriber’s request, which was submitted via online form, included one of the details specified in subclause 69F.2(c) and it is erroneous, the Licensee shall mark the erroneous detail on the online form and the subscriber shall be
requested to resubmit his request with the correct detail.326
|
70. |
Cancelled327
|
71. |
Cancelled328
|
71A.329 |
Blocking of MRT Terminal Equipment and Services Due to Theft or Loss330
|
71A.1 |
The Licensee shall retain the IMEI – International Mobile Equipment Identity number in its MRT System that the subscriber is using, apart from MRT Terminal Equipment operating with iDen technology (hereinafter in this clause – “Terminal Equipment”).331
|
71A.2 |
If the subscriber notified the Licensee that his Terminal Equipment has been stolen or lost, the Licensee shall perform the following:
|
(a) |
During the conversation with the subscriber when delivering his notice as stated, the Licensee shall take action to reliably identify the subscriber.
|
(b) |
The Licensee shall raise the possibility to the subscriber of immediately filing a complaint at a police station about the theft or loss of the Terminal Equipment.
|
(c) |
The Licensee shall request an alternate telephone number from the subscriber through which contact can be made with him.
|
(d) |
The Licensee shall immediately perform a “suspension of service” at no charge for all of the services being provided for consumption, including international services, by blocking the subscriber’s SIM card, apart from incoming calls, if the
subscriber asked to not block these calls, immediately upon receiving the notice about the theft or loss of the Terminal Equipment, and shall notify the subscriber of this.
|
(e) |
Notwithstanding that stated, the Licensee shall perform a “suspension of service” at no charge for all of the MRT services being provided to the subscriber, including incoming calls, after three (3) days have elapsed since the receipt date
of the notice regarding the theft or loss of the Terminal Equipment.
|
(f) |
If the subscriber notified of the theft or loss of the Terminal Equipment while he is located abroad and is receiving international roaming services, the Licensee shall immediately perform and at no charge “suspension of service” for all of
the MRT services being provided to the subscriber, by blocking the subscriber’s SIMcard, including with regard to incoming calls, unless the subscriber asked to not block these calls.
|
(g) |
The Licensee shall block the Terminal Equipment at no charge, by blocking the IMEI number of the said equipment, as last received in the Licensee’s MRT System, and this, immediately after twelve (12) hours have elapsed since the time of the
subscriber’s notice about the theft or loss of the Terminal Equipment. The Licensee shall advise the subscriber, when receiving his notice about the theft or loss of the Terminal Equipment, that the blocking of the Terminal Equipment by
blocking his IMEI number, shall be carried out at the time as stated.
|
(h) |
The Licensee shall immediately remove and at no charge, the blocking from the Terminal Equipment, according to the request of an authorized party; “authorized party” for the purposes of this clause is
a police officer who received authorization from a police officer at the rank of brigadier-general to contact the Licensee and to instruct him about removal of the blocking. The Licensee shall mark in its information system, using a special
marketing, Terminal Equipment for which an “authorized party” requested removal of blocking, but shall not disclose any information about removal of the blocking, as stated.
|
(i) |
The Licensee shall again block the Terminal Equipment after authorized to do so by the “authorized party.”
|
(j) |
The Licensee shall resume the provision of all of the services to the subscriber immediately upon delivering a new SIM card to the subscriber.
|
(k) |
The Licensee shall specify in the subscriber’s Telephone Bill immediately after the date it received the subscriber’s notice about the theft or loss of the Terminal Equipment, or in the following Telephone Bill, the date and time of the
subscriber’s report, the date and time of the suspension of the MRT Services to the said Terminal Equipment, as specified in clauses 71A.2.(d) through 71A.2.(f), and the date and time of the execution of the blocking of the Terminal Equipment,
in the event that the equipment was not found. 332The Licensee may deliver the said information by letter or electronic-mail message or text message in lieu of in
the Telephone Bill.
|
(l) |
The Licensee must retain documentation of the Telephone Bill, which includes the said notices or the letter333, and make this documentation available for
delivery or forwarding to the Director, upon his request, and this, within five (5) workdays of the production of the Bill.
|
(m) |
On a daily basis, the Licensee shall forward a computer file to all MRT Operators, including MRT Operators on another network, and to “the authorized party,” which includes information about any Terminal Equipment, the IMEI number of which
it has blocked on that day, about any Terminal Equipment for which the blocking of the IMEI number has been removed on that day at the subscriber’s request, about any Terminal Equipment for which the blocking of the IMEI number has been removed
on that day at the request of “the authorized party,” and about any Terminal Equipment, the IMEI number of which has been reblocked, with the approval of “the authorized party,” after the blocking thereof had been removed earlier at its
request. The Licensee shall forward the said computer file daily, by 23:00, in relation to all Terminal Equipment that was blocked or unblocked as stated up until 23:00.
|
(n) |
On a daily basis and by 24:00, the Licensee shall update the list of Terminal Equipment in its information system that it blocked on that day and, by 24:00, shall update the list of Terminal Equipment that were blocked by other MRT Operators
on that day, and for which a report about them were delivered to it by way of computer files sent to it by other MRT Operators. The list must include the following details in relation to each piece of Terminal Equipment:
|
(1) |
its IMEI number;
|
(2) |
name of the manufacturer;
|
(3) |
model of the Terminal Equipment;
|
(4) |
blocking date and time;
|
(5) |
name of the Licensee that ordered the blocking.
|
(o) |
The Licensee shall at all times enable the performance of a search on its website according to the IMEI number of the Terminal Equipment, when the IMEI number has been blocked due to a notice of theft or loss.
|
(p) |
The Licensee shall retain an updated list in its possession with the details as specified in subclause (n) of all Terminal Equipment that has been blocked, and deliver or forward it to the Director, upon his request. The said list must be
identical at all of the MRT Operators.
|
(q) |
The Licensee shall publish the following information on its website:
|
(1) |
recommended actions that subscribers should take if their Terminal Equipment is stolen or lost, including:
|
((a)) |
setting a password to prevent use of the Terminal Equipment by any unauthorized person;
|
((b)) |
installing applications in the Terminal Equipment, insofar as at issue is a smartphone, which enables identifying the location of the Terminal Equipment, and enables remote blocking of access to information in it, or deletion thereof;
|
((c)) |
performing backs up of vital information to a computer or through cloud services, such as: photos, videos, lists of contacts and e-mail messages.
|
(2) |
actions that subscribers should take once they realize that their Terminal Equipment has been stolen or is lost.334
|
71A.3 |
The Licensee shall provide the details of terminal equipment it has blocked, to any other MRT licensee, no later than one working day after the execution set forth in Article 71A.2.
|
71A.4335 (a) |
The Licensee is not allowed to supply MRT services to terminal equipment it or another MRT licensee has blocked.
|
336(b) |
Notwithstanding the above-mentioned in Article 71A.2 and sub-section (a), if the blocking of the identification number will cause termination of service for other terminal equipment with the same identification number, the Licensee may
choose to not perform the said blocking.
|
71A.5 |
The Licensee shall cancel the blocking to the terminal equipment it has blocked, after receipt of a request 337from the subscriber; the cancellation of the
blocking shall be done no later than one working day after the Licensee has verified the credibility of the request, unless the subscriber has specifically noted another later date. 338
|
71A.6 |
The Licensee shall publish its obligations to all its subscribers regarding the possibility of blocking MRT terminal equipment, the methods for recording the identification number of the terminal equipment with the Licensee and the
application process for the blocking; the publication shall be done in one of the following manners:
|
(a) |
in the subscriber agreement;
|
(b) |
on the Licensee's website
|
(c) |
in a separate information page that will be attached to the monthly subscriber invoice, by30 January 2009339.
|
71A.7 |
Deleted340
|
72. |
Termination or Disconnection or Termination of an Engagement341 of Service Due to Breach of Agreement
|
72.1 |
The Licensee is entitled to terminate or disconnect service to a Subscriber or to terminate the engagement with him342 if one of following exists:
|
(A) |
The Subscriber did not pay a payment which he or she owes for the Service he or she has received, on the date determined for payment, in his or her Subscriber Agreement with the Licensee;
|
(B) |
The Subscriber breached a condition in the Subscriber Agreement between him or her and the Licensee, which has been determined a fundamental condition;
|
(C) |
The Subscriber has unlawfully used or has permitted another party to unlawfully use the Terminal Equipment in his or her possession.
|
72.2 |
343Service shall not be discontinued, service shall not be disconnected and no action shall be taken to terminate an engagement with a Subscriber in the
instances specified in clause 72.1(a) and (b), until after the Licensee has issued prior written notice to the Subscriber of at least ten (10) days prior to the date of the discontinuance or disconnection or termination of the engagement; the
notice must state that the Subscriber is being given an opportunity, within the timeframe to be specified in the notice, to rectify the act or omission due to which the Service shall be discontinued or the Service shall be disconnected or
action shall be taken to terminate the engagement. The Licensee must document the notice issued to the Subscriber, retain the documentation in its possession and make it available for delivery or forwarding to the manager, at his request,
within five (5) workdays of the execution date of the discontinuance of service or disconnection of service or termination of the engagement
|
72.3 |
Notwithstanding that stated in Paragraph 72.2, the Licensee is entitled to suspend344 or disconnect345 the Subscriber’s service or to terminate the engagement with him346 without notice should one of the following occur:
|
(A) |
The Subscriber did not pay his or her bill of payment he or she was billed for the third time during a period of twelve (12) months for MRT Services on the date determined in the payment notice;
|
(B) |
There is reasonable concern about an act of fraud through the Terminal Equipment of the Subscriber or though the features of the Terminal Equipment;
|
(C) |
Cancelled347.
|
72.4 |
The Licensee may suspend348 Service of the Subscriber if it is evident that the Terminal Equipment in the possession of the Subscriber, through which the
Subscriber attains MRT Services, causes interference in the provision of MRT Services to other Subscribers or interference to the activities of the MRT Network, provided the Licensee gave the Subscriber notice in writing no less than twenty one
(21) days before the expected suspension349 date; in the notice, the cause of the expected suspension350 will be specified and the fact that the Subscriber is granted an opportunity, within the time framework that will be determined in the notice, to repair the Terminal Equipment in a manner which will prevent the
said interference.
|
72.5 |
Insofar as the Licensee suspends service for all of its services, due to a subscriber’s breach of agreement, the Licensee shall stop collecting a monthly or other fixed periodic payment from the subscriber of the date of the suspension of
service, as stated, and this, until the provision of all services is resumed; during the billing period in which the service was suspended as stated, the Licensee shall collect a fixed payment from the subscriber according to that specified in
clause 74.3(c) or according to that specified in clause 74.3(d), as relevant.351
|
72A.352 |
Disconnection of Service353 to Dormant Subscribers
|
72A.1 |
The Licensee is allowed to disconnect service to a dormant subscriber.354 If the Licensee wishes to disconnect355 service to a dormant subscriber, it must give the dormant subscriber prior notice of this intention as set forth below (hereinafter, in this Article "notice"). The
service disconnection356 date shall not be less than thirty (30) working days after the date the notice is sent.
|
72A.2 |
The Licensee shall specify in the notice, the telephone number to which it intends to disconnect357 from service.
|
72A.3 |
The notice to a dormant subscriber shall be done as follows:
|
(a) |
For a subscriber whose name and address are known to the Licensee, in any of the following ways-
|
(1) |
by a letter sent by regular mail;
|
(2) |
by 2 short messages (SMS) that should be sent to the dormant subscriber in intervals of at least two weeks between messages;
|
(b) |
For a subscriber whose name and address are unknown to the Licensee-by four SMSs that should be sent to the dormant subscriber in intervals of at least one week between messages;
|
(c) |
Notwithstanding the above-mentioned in Article (a)(2) and (b), if the subscriber's terminal equipment does not support the receipt of SMSs, the Licensee shall send the subscriber voice messages instead of SMSs, if the subscriber's terminal
equipment supports the receipt of voice messages.
|
(d) |
The Licensee shall retain documentation of the sending of the notice to a dormant subscriber as follows:
|
(1) |
a copy of the letter sent via ordinary post;
|
(2) |
a printout of the log from the short message service center (SMSC), as specified in clause 60.6(c).358
|
72A.4 |
The Licensee shall not disconnect359 service to a dormant subscriber to whom a message was sent if the dormant subscriber notified the Licensee that he does not
wish to disconnect from 360 services. The subscriber may send such a message either by telephone or in writing including by facsimile or electronic e-mail;
|
72A.5 |
The Licensee shall not be allowed to send a subscriber an additional notice regarding its request to disconnect364 service, except after one year of the date
when the previous notice was sent to the subscriber.
|
72A.6 |
The Licensee shall save the telephone number of the dormant subscriber to whom service was disconnected365 for at least four (4)366 months free of charge,367 from the date of disconnection368 of service termination, before returning the number to the telephone number pool of the Licensee itself or be returned to another MRT licensee that originally allocated the telephone number to
the dormant subscriber. If, during this period, a written request is received from the dormant subscriber to renew the service, the Licensee shall renew the service under identical conditions to those that applied before service was
disconnected,369 free of charge.
|
72A.7 |
In the event of disconnection370 of service to a dormant Prepaid subscriber, that has a remaining balance, the Licensee shall refund the dormant subscriber for
the remaining balance within 30 days after receipt of a written request from the dormant subscriber that proves that he is the owner of the line to which service was disconnected,371 if the request is received by the Licensee no later than six months after the service disconnection372 date.
|
72B |
Disconnection of a Service due to Recovery of the Network during a Malfunction373
|
72.1B |
The Licensee may disconnect or temporarily limit services that it is obliged to provide, in order to allow a quick recovery of the network at the time of a significant malfunction.
|
72.2B |
The Licensee shall submit for the Director's approval, a procedure and a detailed engineering process for the recovery of the network in case of a significant malfunction ("the procedure") within 15
days from the date of signature of this amendment.
|
72.3B |
During a significant malfunction the Licensee shall act in accordance with the procedure that was submitted to the Director or approved by the Director, the later of the two.
|
72.4B |
The procedure should include, inter alia, an initiated disconnection of services to subscribers that were not directly affected by the significant malfunction that shall begin no more than two hours after identification of the significant
malfunction; this is in order to reduce the burden and the controlled reinstatement of regular and proper service.
|
72.5B |
The procedure shall allow, as much as possible, preferability for regular and proper services for the security forces, public emergency services and hospitals, as will be decided by the Director.
|
73. |
Disconnection of Service due to Maintenance Procedures
|
73.1 |
The Licensee may temporarily disconnect or limit services which it is obliged to provide, if the requirement to execute vital actions of maintenance or if establishment of MRT Network obliges this (hereinafter “Disconnection due to
Maintenance”), provided all the following exist:
|
(A) |
Duration of Disconnection due to Maintenance does not exceed twelve (12) consecutive hours;
|
(B) |
The number of Disconnections due to Maintenance does not exceed two (2) during one year;
|
(C) |
Cancelled374
|
73.2 |
The Director may require the Licensee to present a detailed explanation of the conditions which oblige Disconnection due to Maintenance, and the Director may require the Licensee to postpone the said Disconnection if he or she finds, after
considering the Licensee’s arguments, that vital public interest obliges the said postponement.
|
73.3 |
Should it be required, due to the necessity to perform vital actions of maintenance or construction in the MRT System, to disconnect service for a duration of over twelve (12) hours, the Licensee will request a prior approval of the
Director; the request will specify the required maintenance actions and the actions taken by the Licensee in order to expedite these actions and to reduce as much as possible the duration of Disconnection of Service.
|
73.4 |
Cancelled.
|
73.5 |
Should Disconnection or limitation of service be required urgently for the purpose of vital and immediate activities, the Licensee will inform the Director immediately, including by telephone, telegram or facsimile message, about the urgent
Disconnection or limitation; the Licensee will inform its Subscribers about urgent Disconnection or limitation as stated above as early as possible, including through the MRT System public address service insofar as this is possible, and also
through the public media.
|
73.6 |
Notwithstanding that stated in Paragraph 73.1, the Licensee is not obliged to notify the Director or its Subscribers as to Disconnection due to Maintenance if the following exist, and that the stated Disconnection will not be counted in the
count of Disconnections that is binding under Paragraph 73.1(b):
|
(A) |
The duration of the Disconnection due to Maintenance does not exceed half an hour;
|
(B) |
Disconnection due to Maintenance, as stated, occurs between 24.00 Saturday night and 0500 on the following Sunday morning.
|
37573A. |
Definitions
|
“Air time” - |
the time during which a Subscriber receives MRT services, whether the communication was initiated by the Subscriber or by another;
|
"Air time unit"376- |
a time unit of no more than 12 seconds however as of 5 Tevet 5769 (1 January 2009) a time unit of 1 second.
|
“Basked of services” - |
a number of services marketed to the Subscriber in a package, for which a tariff has been set as prescribed in clause 75.2;
|
“Public |
shall include an International Communications System;
|
74. |
Types of Payments
|
74.1 |
377The Licensee shall be allowed to collect payments from its Subscribers for MRT Services, as follows:
|
(a) |
one-time installation fees for the connection of mobile or hand-held Terminal Equipment in the possession of the Subscriber, to the MRT Network, 378(hereinafter:
“Connection Fees”);
|
(a1) |
SIM card fee – a one-time payment for a SIM card (SIM);379
|
(b) |
a fixed monthly380 payment;
|
(c) |
payment for Air Time as specified in clause 75.10;
|
(d) |
payment for Call Completion as specified in clause 75A;
|
(e) |
Payment for Basic Services, Accompanying Services and Value Added Services, as specified in the First Annex to the License.
|
74.2381 |
The Licensee shall not be allowed to collect from a subscriber:
|
(a) |
Payment for initiating a call;
|
(b) |
Minimum payment for a call;
|
(c) |
382383
|
74.3384 |
The Licensee shall collect payments from a subscriber in accordance with the following:
|
(a) |
In a One-time Transaction the payment for the services that are to be provided shall be executed by Pre-paid; the Licensee shall be allowed to collect all of the payment for this type of transaction retroactively.
|
(b) |
In an Ongoing Transaction the payment for the services that were provided shall be executed by Post-paid, however the Licensee shall be allowed to collect Pre-paid payment in an Ongoing Transaction, if the subscriber requests this, provided
that the payment shall be executed in cash using vouchers that will be issued to the subscriber by the Licensee.
|
(c) |
In a transaction as specified in subclause (b), in which a monthly or other fixed periodic payment is collected from the subscriber for a bundle of services, in respect of the billing period during which an engagement was terminated or all
services were suspended at the subscriber’s request, including when porting a number, the Licensee shall charge the subscriber, as the fixed payment as stated, according to the higher of the following:
|
(1) |
The ratio between the number of days from the start of the billing period until the termination of the engagement or the suspension date, as stated, on the date defined by the subscriber in his request, or until a maximum of one workday
after the submission date of his request to terminate an engagement or to suspend all of the Licensee’s services, insofar as the subscriber did not define a date for terminating the engagement or for the suspension, as stated, and the inclusive
number of days in the billing period;
|
(2) |
The higher ratio between the services included in the bundle of services and the number of units of the service consumed since the beginning of the billing period up until the termination date of the engagement or the suspension date, as
stated, on the date defined by the subscriber in his request, or until a maximum of one workday after the submission date of his request to terminate an engagement or to suspend all of the Licensee’s services, insofar as the subscriber did not
define a date for terminating the engagement or for the suspension, as stated, and the number of units allocated for the billing period.
|
(d) |
In a transaction as specified in subclause (b), in which a monthly or other fixed periodic payment is collected from the subscriber without a bundle of services, the Licensee shall charge the subscriber the fixed payment as stated, in
respect of the billing period during which an engagement was terminated or all of its services were suspended at the subscriber’s request, including when porting a number, according to that specified in clause 74.3(c)(1).
|
(e) |
In a transaction as specified in subclause (b), in which a monthly or other fixed periodic payment is collected from the subscriber, the Licensee is not allowed to collect any payment from the subscriber for the timeframe before the
activation of the SIMcard.
|
(f) |
In a transaction as specified in subclause (b), in which a monthly or other fixed periodic payment is collected from the subscriber, as a result of a subscriber’s switch from one tariff plan to another tariff plan, the Licensee shall charge
the subscriber, as the fixed payment as stated, for the period as of the start of the billing period until the transaction execution date,385 according to the
tariffs in the previous tariff plan, according to that specified in clause 74.3(c) or according to that specified in clause 74.3(d), as the case may be, while, for the period subsequent to the transaction execution date and until the end of the
billing period, according to the ratio between the number of days from the day after the transaction execution date and until the end of the billing period, and the inclusive number of days in the billing period, according to the tariffs in the
new tariff plan.
|
(g)386 |
In a transaction as specified in subclause (b), in which a fixed monthly payment or other fixed periodic payment is collected from the Subscriber as a result of adding a service to an existing line when no quantity of units for consumption
has been defined, the Licensee shall charge the Subscriber in the fixed payment as stated according to the ratio between the number of days since the date the service was added and the last day of the billing period. If a quantity of units for
consumption has been defined, the Licensee must notify the Subscriber that this quantity shall be provided to him in its entirety and that he shall be charged in full in the fixed payment.
|
(h)387 |
In a transaction as specified in subclause (b), in which a fixed monthly payment or other fixed periodic payment is collected from the Subscriber as a result of adding a line to an existing account when no quantity of units for consumption
has been defined for it, the Licensee shall charge the Subscriber in the fixed payment as stated according to the ratio between the number of days since the date the line was added and the last day of the billing period. If a quantity of units
for consumption on the line has been defined, the Licensee must notify the Subscriber that this quantity shall be provided to him in its entirety and that he shall be charged in full in the fixed payment.
|
(i)388 |
The Licensee shall not allow a SIM card to be activated by a Subscriber after the deadline for activation as stated has passed.
|
75. |
Setting the Tariffs and their Rates
|
75.1 |
The Licensee shall set tariffs for every service and Basket of Services which it provides to its Subscribers, and may determine the manner in which tariffs are to be linked to the index. The Licensee shall notify the Director of the amount
of each tariff prior to its coming into effect.
|
75.2 |
The Licensee may set Baskets Of Services according to the classes of services including in the Basket, periods of time, or any other method. The Licensee may set a separate tariff for each of the services included in the basket, or may set
an all-inclusive tariff.
|
75.3 |
The Licensee shall offer each Basket Of Services on equal terms and under a uniform tariff according to classes of Subscriber; for the purposes of this clause “class of Subscribers” – a group of Subscribers the characteristics of which give
reasonable grounds to justify its being distinguished from another group .
|
75.4 |
The Licensee shall allow each Subscriber to change, without discrimination, from one Basket Of Services to another Basket Of Services which it is offered at that time. The Licensee shall include a provision to this effect in its service
contract with the Subscribers. In the context of this provision, it may prescribe dates available for such change and may prescribe conditions, including payment, for effecting the change.
|
75.5 |
389If the Licensee enters into an agreement with a Subscriber regarding a service or basket of services that includes a commitment as defined in Article 56A.1
(the "Commitment Period"), the following provisions shall apply, except for a Business Subscriber:
|
(a) |
The agreement conditions, except for the tariffs of the agreement, shall be final, known and set out in advance for the entire Commitment Period;
|
(b) |
The tariff for each service shall be set in the agreement, shall be constant and set out in New Shekels for the entire Commitment Period;
|
(c) |
The Licensee shall include provisions in accordance with the above-mentioned in the subscriber agreement.
|
75.6 |
The Licensee shall not make contracting with a Subscriber, or changing a subscriber from one Basked Of Services to another, conditional on the purchase of Added Value Services or Terminal Equipment from it.
|
75.7 |
Cancelled.390
|
75.8 (a) |
The Licensee may not collect any payment from a Subscriber for a call not initiated by the Subscriber (hereinafter: an “Uninitiated Call”).
|
(b) |
Notwithstanding the provisions of sub-clause (a), the Licensee may collect payment from the Subscriber for an Uninitiated Call in the following Cases:
|
(1) |
the call is transferred to the Subscriber via a roaming service;
|
(2) |
it is a collect call to which the Subscriber has agreed;
|
(3) |
a call made by dialing a number with a special access code for a free of charge service for the person initiating the call, that was allotted to the Subscriber in accordance with an agreement with him391;
|
(4) |
Deleted392
|
393(c) |
The Licensee may charge a Subscriber, that initiates a charged call for services or for the following access codes, a charge that does not exceed the tariff that the Licensee charges the Subscriber for a call to a fixed line network:
|
1) |
Partially toll free service calls394
|
2) |
Business speed dial service395
|
(d) |
396for a call to an international destination, the Licensee can only receive the payment imposed on the international operator that is set forth in the
interconnect regulations.
|
39775.9 |
(a) |
Deleted398 |
75.10 |
The manner of determining payments for Air Time shall be as follows:
|
(a) |
The payment for Air Time shall be determined according to Air time unit399 ; for the purpose of calculating the payment, part of a Unit Of Air Time shall be
deemed to be a full Unit of Air Time.
|
(b) |
The payment for any airtime unit, at least for the duration of the first minute of the call, shall be constant;400
|
(c) |
For the purpose of payment, the duration of the call shall be from the time of establishing the connection between the Subscriber initiating the call (hereinafter: the “Calling Subscriber”) and the Subscriber receiving the call, until the
time of terminating the call, which is the time that an instruction given to end the communication is received from the Calling Subscriber or the Subscriber receiving the call; the period of time spent in establishing the connection, until the
time in which the contact is in fact established, and the period of time in disconnecting, from the moment an instruction is received to terminate the communication up until actual disconnection, are not included in the calculation of the
duration of the call.
|
(d)402 |
For a call that is transferred to Voice Mail, the Licensee shall play an introductory recorded message to the calling Subscriber, that is at least 2 seconds long (in this sub-section-"a message"), and
will allow the calling Subscriber, in accordance with his choice, to disconnect the call without a charge, in the course of the Message, or within a reasonable amount of time that will not be less than 1 second after its termination ("reasonable time"). In this case, the timing of the execution of the call with the receiving Subscriber shall be as set forth in sub-section (c) above, as occuring after a reasonable time.
|
40375.11 (a) |
In this article:
|
(b) |
The Licensee will not charge a subscriber that calls destinations with free of charge numbers and shall not count the minutes of the call to those destinations as part of a limited package.
|
(c) |
The Licensee may charge a subscriber that calls destinations with special telephone numbers at regular tariffs and shall count the minutes of the call to those destinations as part of a limited package or as part of an unlimited package. For
the avoidance of doubt, the Licensee may not charge a subscriber for calling destinations with special telephone numbers at regular tariffs any additional payment beyond the payment that he pays for a package of minutes, as long as the
subscriber has not exceeded his quota of plan minutes. If the subscriber exceeds his quota of plan minutes, the Licensee may charge him for calling the said destinations in accordance with a tariff that does not exceed the regular tariff. In
addition to the aforesaid, the Licensee may not distinguish between the tariffs that he charges the subscriber for calling telephone numbers with regular numbering plans and for calling special telephone numbers at regular tariffs, including by
determining separate minute packages.
|
(d) |
If the charge for calls to destinations with special telephone numbers is done in accordance with a composed tariff, the Licensee shall count the minutes of the calls to said destinations as part of a limited plan or as part of any unlimited
plan, for which the subscriber pays.
|
75A. |
Completion of a Call in another Public Telecommunication Network407
|
75B. |
Completion of a Short Message Service (SMS) in another MRT Network408
|
75C. |
Temporary Provision409
|
(a) |
The Licensee may charge a Subscriber for transferring a Short Message Service, to Terminal Equipment connected to an MRT system of another MRT licensee ("Message between Networks"), payment that shall not exceed the payment the Licensee
charges Subscribers for transferring a Short Message Service, from Terminal Equipment connected to the Network to Terminal Equipment connected to the Network, in addition to a charge that shall not exceed the fee for transferring a Short
Message Service as set forth in the Communications Regulations (Telecommunications and Broadcasting) (Payments for Interconnection), 2000 minus a reduction in the amount of 0.7%411.
|
(b) |
The Licensee may charge a Subscriber payment for a Short Message Service Between Networks as set forth in sub-section (a) even if the transfer to the receiving Subscriber has not been completed.
|
411 |
The reduction in the amount of 0.7% is based on reports received from some of the MRT operators, regarding the rate of Short Message Services between Networks that did not reach their
destination. Article 75C was set as a temporary provision, during which time the MRT operators shall carry out the necessary adjustments between their MRT networks and interconnection arrangements for the complete application of Article 75B
of their license. For the avoidance of doubt, it should be clear that this temporary provision is set for a limited period of time only, due to the difficulties that MRT operators experienced regarding the possibility to receive information
regarding the inability to complete a Short Message Service in another MRT network. However, it should not be inferred from this temporary arrangement to the matter of allowing collection of payment for a Short Message Service that did not
reach it's destination, and it does not detract from the Ministry's basic position that as a rule, no payment shall be charged for a Telecommunication Service that was not completed.
|
41375D. |
Notice of Utilization of Services414 in Israel415
|
75D.1 |
Cancelled.416
|
75D.2 |
Notices regarding utilization of a service package
|
(a) |
If a subscriber purchases a service or a package of services for which a unit quota has been set, the Licensee shall notify the subscriber by SMS of his utilization ratio of the Quota of Units, when the subscriber utilizes 75% and 100% of
the Quota of Units in the service package or of each of the services included therein. The SMS shall be sent to the subscriber as close to the time that the subscriber reaches each of the said utilization ratios. The SMS shall be sent to the
subscriber’s telephone number and to an additional telephone number, insofar as the subscriber defined one at the time of his engagement with the Licensee. The SMS shall be sent at no charge, and shall include the utilization ratio of the
package or the service, the date when the subscriber reached the said utilization ratio, while specifying the date and time when the utilization ratio was determined, the tariff for exceeding the service package or each of the services included
therein, insofar as a deviation is permitted, and the last day of the billing period. The said information shall be specified as relevant according to the following:
|
(1) |
call minutes;
|
(2) |
SMSs;
|
(3) |
cellular data (in MB);
|
(4) |
integrated call minutes and SMSs;
|
(5) |
integrated call minutes, SMSs and cellular data.
|
417 |
For example: in a package including 100 units of call minutes, SMSs and cellular data (in MB) for NIS 15, the subscriber shall receive an SMS according to his consumption in relation to all of the aforesaid
services. For example: an SMS shall be sent after 75 units have been utilized and an additional warning message after 100 units have been utilized.
|
418 |
For example: in a package including 100 call minutes, 100 SMSs and 50 MB of cellular data for NIS 20, the subscriber shall receive an SMS according to his consumption in relation to each of the aforesaid
services. For example: an SMS shall be sent after 75 call minutes have been utilized and an additional warning message after 100 call minutes have been utilized.
|
(b) |
Insofar as at issue is a international call service, the Licensee shall send notices as stated to the subscriber via the international system through which the calls are directed abroad.
|
(c) |
Insofar as at issue is a telephone line blocked from receiving SMSs, then voice messages shall be sent to the subscriber instead of SMSs. After hearing the voice message for the first time, the subscriber shall be given an option to hear it
again by pressing a particular key, and the message shall be replayed for the subscriber as many times as he wants.
|
(d) |
The Licensee shall enable every pre-paid subscriber to receive updates at any time, free of charge, of the balance available to him and the expiration date of the budget available to him, by dialing a designated telephone number, after which
the subscriber shall receive the said information either by voice message or by SMS.
|
75D.3 |
Consumption of a cellular data service by a subscriber who purchased a cellular data service
|
(a) |
When the subscriber reaches 100% utilization of the quota defined for the cellular data service, the Licensee shall suspend the cellular data service or slow the surfing speed. The Licensee shall sent an SMS to the subscriber at no charge,
advising him about the suspension or slowdown of the service. If the Licensee enables the subscriber to continue surfing at a slower surfing speed, then it is not allowed to charge the subscriber for any additional payment beyond the fixed
monthly payment for the cellular data service.
|
(b) |
The Licensee may continue providing the cellular data service to a subscriber for an additional payment after he utilizes 100% of the quota defined for the cellular data service, provided that the subscriber requested this explicitly, as
specified in clause 60.6, during the billing period when he utilized 100% of the quota defined for the cellular data service; the Licensee shall document the subscriber’s explicit request as stated, shall retain the documentation in its
possession, and shall make it available for delivery or forwarding to the Manager, upon his request, within five (5) workdays of the submission of the request.
|
(c) |
If a Subscriber purchases a package that includes cellular data, which is comprised of a basic cellular data package and of additional cellular data packages for utilization if he utilizes all of the basic cellular data package before the
end of the billing period, for which a quantity of service units and a price has been defined, the Subscriber, including a Split Business Subscriber419 may
completely cancel the purchase of the additional cellular data packages that it purchased at any time, in writing or orally, and the Licensee shall stop providing him the additional cellular data packages and shall no longer charge him in
respect thereof as of the date of his request and thereafter.
|
(d) |
If a subscriber purchases a package that includes a basic cellular data package, the subscriber may ask the Licensee to block the access to the cellular data service at any time, in writing or orally, and the Licensee shall comply with his
request.
|
75D.4 |
Consumption of a cellular data service by a subscriber who did not purchase a cellular data service
|
(a) |
The Licensee shall block cellular data surfing for a Non-Business Subscriber from who did not purchase a cellular data service with a surfing volume defined in an agreement between him and the Licensee. 421That stated in this subclause shall not apply to M2M Subscribers or to Pre-Paid Subscribers.
|
(b) |
If the Licensee blocks the cellular data service as stated in subclause (a), the subscriber may contact the Licensee via telephone call with a service representative for the purpose of reconnecting the cellular data service, and the Licensee
shall charge the subscriber according to the surfing volume that he ordered or consumed. The Licensee’s representative must advise the subscriber of the cellular data tariff per 1 MB. The subscriber’s request and documentation thereof shall be
done as stated in clause 60.6.422
|
422 |
Amendment No. 87
|
42475E |
Charges for International Roaming Services
|
75E.1 |
Definitions425 in this article:
|
"arrangement"-
|
-
|
a package or plan that includes cellular data or calls or SMSs;426
|
“cellular data arrangement”
|
-
|
package or plan that includes cellular data;427
|
“call or SMS arrangement”
|
-
|
package or plan that includes calls or SMSs;428
|
"cellular data offer429"-
|
-
|
an offer of three packages or various plans that the Licensee may have that include data that have been offered to the Licensee's subscribers in the month preceding the month in which the package offers were sent
to the subscriber;
|
“call or SMS arrangement offer”
|
-
|
an offer of three packages or various plans including a call or SMS service, insofar as the Licensee offers them, which have been offered to the Licensee's subscribers in the month preceding the date on which the
arrangement offers was sent to the subscriber.430
|
"package"
|
-
|
a limited quantity of service units, that can be used during a limited period through international roaming abroad, that are sold at a known and predetermined price and is valid for certain destinations
|
"abroad or destination"
|
-
|
a country, including a vessel at sea and an aircraft;
|
"Mb"
|
-
|
Mbyte
|
“blocked subscriber”
|
-
|
subscriber who did not request constant access to cellular data services on the service access form;
|
“open subscriber”
|
-
|
subscriber who requested constant access to cellular data services on the service access form;431
|
cellular data or cellular data service"
|
-
|
cellular data service abroad
|
"plan"
|
-
|
a tariff plan for a limited period of time or for a specific trip abroad432 for the use of services through international roaming
abroad (for example: voice service, sending and receiving sms and cellular data) to destinations included in the plan and the payment for the services shall be made in accordance with the use; the service tariffs included in the plan are
different from the tariffs for these services for a subscriber that did not enroll in the plan; the plan can determine a set payment that does not depend on usage
|
“Full tariff”
|
-
|
tariff per call minute, for an SMS and for 1 MB other than within the scope of an arrangement;
|
“Discount tariff”
|
-
|
tariff per call minute, for an SMS and for 1 MB within the scope of an arrangement.433
|
75E.2 |
Notices about utilization of an international roaming service package and about a full tariff for calls and SMSs
|
(a) |
An arrangement that a subscriber purchases shall come into effect on the date defined by the subscriber at the time of his purchase.
|
(b) (1) |
The Licensee shall send test messages to a subscriber who purchases an arrangement, when the subscriber utilizes 75% and 100% of each of the following:
|
((a)) |
the number of service units or the defined sum of money defined for payment in respect of consumption of the services;
|
((b)) |
the period of validity of the arrangement.
|
(2) |
The test messages shall be sent at no charge, as close to the time that the subscriber reaches the said utilization ratio; the SMSs shall include notice to the subscriber that he reached the utilization ratios as stated, the number of
service units remaining, the number of days remaining until the expiration of the validity of the arrangement, the calculation date of the utilization (date and time), the tariff for exceeding the arrangement, insofar as a deviation is
permitted.
|
(3) |
In this clause, “service units” shall be according to the following:
|
((a)) |
calls – call minutes;
|
((b)) |
SMSs – the number of SMSs sent;
|
((c)) |
cellular data – the cellular data volumes in MB or GB.
|
(4) |
In packages bundling call services, SMSs or cellular data, the utilization ratio of the package shall be calculated according to the said service units.
|
(5) |
The Licensee shall send an SMS to a subscriber who did not purchase a call or SMS arrangement, or if the arrangement that he purchased does not include the destination he contacted, at no charge, immediately upon the subscriber reaching any
destination as stated, that shall state that outgoing calls, incoming calls and the sending of SMSs shall involve payment according to the Full Tariff. The SMS shall also include a call or SMS arrangement offer.
|
(6) |
The Licensee shall document the SMSs referred to in this clause, as specified in clause 60.6(c), shall retain the documentation in its possession and shall make it available for delivery or forwarding to the Director, upon his request,
within five (5) workdays of the day they were sent.
|
(c) |
435Notwithstanding the aforesaid in article 75E.2 (a)-
|
1) |
The Licensee shall be exempt from sending an SMS to a subscriber regarding the utilization of the package that he purchased, as set forth in article 75E.2(b)(1)436
if the following apply:
|
(a) |
The subscriber purchased the package before March 31, 2014;
|
(b) |
The subscriber specifically agreed in writing to waive the receipt of an SMS as set forth in article 75E.2(b)(1)437;
|
(c) |
The Licensee proved to the satisfaction of the Director that a technological limitation that is not under its control prevents it from receiving an online indication or close to an online indication with respect to the execution of calls by
direct dialing.
|
2) |
If a subscriber uses MRT equipment that does not support SMSs, including tablets with SIM cards and cellular modems, the Licensee will require the subscriber when he purchases the package an alternative means of communication (for example
whatsapp, viber, skype applications, email or voice mail) ("alternative means"); if the subscriber provided alternative means, the Licensee will send the messages regarding said package utilization in
article 75E.2(b)(1)438by alternative means.
|
75E.3 |
Blocking of cellular data service to a Non-Business Subscriber, to a Split Business Subscriber with cellular data via international roaming, to a blocked Business Subscriber and to a subscriber without a cellular
data arrangement
|
(a) |
If a Non-Business Subscriber or a Split Business Subscriber that is charged in respect of cellular data service via international roaming (hereinafter – “Split Business Subscriber with Cellular Data Service
via International Roaming”) or a blocked Business Subscriber purchases a package that includes cellular data, the Licensee shall block the access to the cellular data service after the full utilization of the package or upon the
expiration of the validity of the package, whichever is earlier, at no charge, and the subscriber shall not be required to pay any payment whatsoever for the cellular data service beyond the payment known in advance for the package that it
purchased. The Licensee shall send an SMS to the subscriber, at no charge, about the blocking as stated, shortly before the blocking date. The SMS shall include a cellular data arrangement offer.
|
(b) |
The Licensee shall block the access to cellular data service to any subscriber, at no charge, immediately upon his arrival abroad, unless the subscriber has fulfilled the conditions specified hereunder:
|
(1) |
the subscriber has a cellular data arrangement;
|
(2) |
the subscriber asked to be an open subscriber.439
|
(c) |
If a subscriber does not fulfill one of the conditions specified in subclause (b), and the Licensee did not block the subscriber to cellular data service, then the Licensee shall not charge the subscriber in respect of cellular data service.
|
439 |
An “open” status on the service access form, without a cellular data arrangement, is relevant solely to a Business Subscriber; a Non-Business Subscriber and a Split Business Subscriber with Cellular Data via
International Roaming, without a cellular data arrangement, shall be blocked from cellular data as the defult mode.
|
(d) |
The Licensee shall block, at no charge, the access to cellular data service, as stated in subclause (b) and shall not charge a Non-Business Subscriber or a Split Business Subscriber with Cellular Data Service via International Roaming or a
blocked Business Subscriber in respect of cellular data service, as stated in subclause (c), at any time that the subscriber, as stated, who purchased a cellular data arrangement, reaches a destination that is not included in the cellular data
arrangement. The Licensee shall again reinstate the cellular data service immediately and automatically to the subscriber, as stated, and without the subscriber having to perform any manual operation, at any time that the subscriber is located
in a destination that is included in the cellular data arrangement.
|
(e) |
The Licensee shall send an SMS to the subscriber as stated, at no charge, about the blocking as stated in subclauses (b) and (d), shortly before the blocking date, and shall specify the reason for the blocking and the ways to contact the
Licensee in order to open the blocking. The SMS shall include a cellular data arrangement.
|
(f) |
The ordering of cellular data service by a blocked Business Subscriber, while it is abroad, after its access to the cellular data service had been blocked, in order to enable him access to cellular data service without purchasing a cellular
data arrangement, shall be carried out through a telephone conversation with a representative of the Licensee, who shall advise the subscriber about the full tariff for cellular data per 1 MB. The access to the cellular data service shall be
opened after the subscriber confirms the full tariff for cellular data that was quoted to him. Clause 60.6 shall apply to documentation of the order, and the documentation shall also include the subscriber’s verified identification particulars
and his confirmation, as stated.440
|
75E.5 |
Blocking of cellular data service to an open Business Subscriber442
|
(a) |
The Licensee shall send a test message, at no charge, to an open Business Subscriber who did not purchase a cellular data arrangement, or if the cellular data arrangement that he purchased does not include the country to which he arrived,
immediately upon his arrival abroad, which shall include a warning about possible consumption of chargeable cellular data service, without the subscriber initiating any action to consume cellular data, and the message shall also include the
tariffs for cellular data without a purchase of a cellular data arrangement. The SMS shall also include a cellular data arrangement offer.
|
(b) |
The Licensee shall send SMSs, at no charge, to an open Business Subscriber who purchased only a basic package whereby the tariff after the full utilization of the package is a discount tariff or a full tariff, and the messages shall include
notice regarding the package utilization ratio, as stated in clause 75E.2(b), and the tariff, as stated.
|
440 |
Amendment No. 87
|
441 |
Amendment No. 87
|
442 |
Amendment No. 87
|
75E.6 |
The Licensee will notify its subscribers in the telephone bill following the date of signature of the license amendment, with respect to the possibility to request to be blocked for cellular data by filling out a "service access form" that
appears on the Licensee's website. The subscriber may send the said form to the Licensee by regular mail, e-mail, fax or by an online form on the Licensee's website, if the Licensee's website supports this possibility.
|
75E.7 |
The Licensee shall display on its website information regarding the subscriber's ability to block access to cellular data also through the handset, as long as said blockage does not block the ability to roam in Israel.
|
75E.8 |
The Licensee shall display on its website information about services that consume chargeable data volume without an active initiated action by the subscriber, for example: automatic synchronization of e-mail and updates of different
applications.
|
75E.9 |
Charges for international roaming services according to a rate per unit shall be done retroactively in the telephone bill, after consuming the services and not in advance. If a subscriber purchases an arrangement that includes a payment that
is known in advance, the charge will be done for this payment in the bill for the period during which the transaction became effective.
|
75E.10 |
Without derogating from the aforesaid in Article 55A, Article 60.6 shall apply to "remote sales transactions" of services through international roaming services.
|
75E.11 |
The Licensee will send as soon as possible, free of charge, an SMS to each subscriber that purchases services through a remote sales transaction of services through international roaming services, that includes the main points of the
transaction, and no later than the end of the day on which the remote sales transaction was made.
|
443 |
Amendment No. 87
|
444 |
Amendment No. 87
|
75E.12 |
In a transaction for the purchase of services through international roaming services that was done in the presence of the Licensee's representative and the subscriber, the subscriber shall be given at the time of the agreement execution a
printed confirmation that includes the transaction details. The Licensee shall retain a copy of the confirmation as stated in its possession and shall make it available for delivery or forwarding to the Director, upon his request, within five
(5) workdays of the transaction execution date.445
|
75E.13 |
The Licensee will publish on its website all of the arrangements being marketed446 to private subscribers as well as the tariffs of all international roaming
services for subscribers without arrangements, for all the destinations for which the Licensee has an international roaming agreement. The Licensee will not charge a subscriber for international roaming services that was done at a destination
that was not published as set forth above before the charge.
|
75E.14 |
The tariff for cellular data will be noted by the Licensee every place where it is noted in units of NIS 1 per Mb.
|
75E.15 |
The cellular data tariff for 1 Mb for a subscriber that does not have a cellular data447 arrangement will be lower than the price of the cheapest package
offered by the Licensee.
|
75E.16 |
The purchase of a cellular data448 arrangement, in Israel or abroad, does not change the default listed in the updated service order form except for the period
of that cellular data449 arrangement.
|
76. |
Publication of Tariffs
|
76.1 |
The Licensee shall make available to anyone who requests, at the service offices and referral centers, and without charge, full and detailed information regarding updated tariffs for all its services including payment for Call Completion;
the Director may instruct the Licensee in regard to the manner and form in which tariffs are to be published, as aforesaid.
|
76.2 |
The Licensee shall specify in every account statement sent to the Subscriber, the Basket Of Services for which the Subscriber is being charged.
|
76.3 |
The Director may at any time require the Licensee to furnish him with details of the tariffs that it charges.
|
77. |
Deleted450
|
77A. |
Prevention of Fraud
|
77A.1 |
The Licensee shall take appropriate and reasonable steps to prevent fraud and shall establish a system for supervision and follow-up, in order to ensure, as far as possible, that calls for which a Subscriber is charged are in fact made from
the Terminal Equipment that is connected to the MRT system of the Licensee in the Subscriber’s name.
|
77A.2 |
The Licensee shall disconnect the Subscriber’s Terminal Equipment from service after receipt at its service offices of a notification from the Subscriber that the Terminal Equipment has been lost or stolen, or that a suspicion exists that
another is making calls though it without having received permission to do so; the Subscriber is permitted to give notification as stated by telephone or in writing, including fax and electronic mail; upon receipt of the telephone notification
or immediately following receipt of written notice the Licensee shall verify its reliability, and shall disconnect the service.
|
77A.3 |
The Licensee shall cooperate with other Licenses in locating and preventing fraud.
|
78. |
Change in Tariffs451
|
78.1 |
Subject to that stated in clause 75, the Licensee may change a tariff or a number of the service units being allotted for a billing period (hereinafter – “the Number of Units”) of any service or bundle
of services (hereinafter in this clause – “service”) that it defines, provided:
|
(a) |
that it sent written notice to the Director between fourteen (14) and twenty-one (21) days before the effective date, in which it specifies the name of the service, the tariff or the new Number of Units, and their effective date, and the
tariff or Number of Units prior to the change.
|
(b) |
that it sent prior written notice to every Subscriber who subscribed to the service, 452and to the additional telephone number as specified in clause
55.4(a)(1), specifying the name of the service, the tariff or the new Number of Units, and their effective date. 453The notice to the additional telephone number
shall also include the Subscriber’s telephone number in which the change shall be made and the tariff or Number of Units prior to the change, between fourteen (14) and twenty-one (21) days before the effective date.
|
(c) |
Notice as stated in subclause (b) shall be sent to a subscriber who has access to the receipt of SMS services via SMS and, to a subscriber blocked from the receipt of SMS services, by voice message. After hearing the voice message for the
first time, the subscriber shall be given an option to hear it again by pressing a particular key, and the message shall be replayed for the subscriber as many times as he wants.
|
(d) |
The Licensee shall retain documentation of the sending of the notice as follows:
|
(1) |
a printout of the log from the server of the short message service center (SMSC), as specified in clause 60.6(c);
|
(2) |
recording of the voice message as specified in clause 106A.
|
(e) |
The obligation to send notice of a change to a subscriber shall also apply to a change defined from the outset in the engagement agreement, when the subscriber subscribes to a service or to a service bundle or to a tariff plan.
|
(f) |
The Licensee shall specify in the telephone bill that a change came into effect during his billing period, under the “bill details,” as specified in clause 9(a) in Appendix E.1, the tariff or the new Number of Units and the effective date,
and the tariff or Number of Units prior to the change.
|
(g)454 |
Insofar as the Licensee provided a service to a private Subscriber, which is other than a voice service or text messages or cellular data, at a discount or for free for a defined period, including a service that is other than a
telecommunications service, the Licensee must send to the Subscriber and to the additional telephone number specified by the Subscriber, as specified in clause 55.4(a)(1), which are accessible to text message services, a text message about the
change in tariff, as specified in clause 78.1(b), to which a single-value link shall be attached to each service, which shall be valid for seven (7) days after the text message was sent, in which the Subscriber shall be asked to enter the
attached link if he is not interested in continuing to receive the service for payment. The said link must lead to a landing page through which the service shall be cancelled; during the service cancellation, the Subscriber shall be identified
solely by his ID number; the Subscriber may cancel the service from each of the two telephone numbers to which the text message was sent; the Licensee must send a text message to the Subscriber’s telephone number through which the service was
cancelled to confirm the cancellation of the service; if the Subscriber cancelled the service through the said landing page, the Licensee is not allowed to continue or to begin charging the Subscriber in respect of the said service at the end
of the said period. The sending of the text message by the Licensee to the Subscriber must be documented as specified in clause 60.6(c) and the contents of the text message shall be documented.
|
79. |
Commencement of Increase or Reduction of a Tariff
|
80. |
Late Payments
|
80.1 |
The Licensee may charge a Subscriber interest, linkage and collection costs for payments for MRT services not paid by the Subscriber on the due date as specified in the payment notice that was sent to the Subscriber, in accordance with the
service contract455 between them (hereinafter: the “date of payment”).
|
80.2 |
Deleted456.
|
80.3 |
The amount of interest charged shall not be greater than the amount set out in the definition of “interest linkage” in section 1 of the Interest Linkage Adjudication Law 5721-1961, together with linkage for the period between the date on
which the payment is due and the date of actual payment of the specified amount.
|
80.4 |
The Licensee shall be permitted to charge a Subscriber with payment for collection costs for a payment for services provided to the Subscriber that were not paid on the due date (hereinafter- "the amount due")
on condition that at least fourteen (14) days have elapsed from the payment date, except in the case of non-payment due to refusal by a bank or credit card company to pay a charge which the Licensee has authorization to collect; The amount of
collection costs that the Licensee will charge, shall be reasonable and relatative in regard to the amount due and the actions that the Licensee must take to collect the said amount.
|
81. |
Connection Fee458
|
(a) |
A connection fee and a SIM card fee shall be uniform, regardless of the type or model of the Terminal Equipment, the type of SIM card, the generation of the network technology to which the subscriber’s Terminal Equipment shall be connected,
etc.459
|
(b) |
The Licensee may, should it resolve to charge a Connection Fee as defined in Paragraph 74(A), to charge the subscriber for a Connection Fee only for the initial connection of the Subscriber to the MRT System and provision of MRT System and
provision of MRT services, or forconnection after the conclusion of an engagement.460
461
|
(c) |
The Licensee is not allowed to collect a connection fee from a subscriber as long as the connection of the Terminal Equipment has not been completed, including activation of the SIM card.462
|
(d)463 |
When collecting connection fees, the Licensee is not allowed to discriminate against a Subscriber who did not purchase the Terminal Equipment from it.
|
81A. |
SIM card fee
|
(a) |
The SIM card fee must be reasonable relative to the cost of the SIM card to the Licensee.
|
(b) |
The SIM card fee shall be uniform regardless of the type or model of the Terminal Equipment, the type of SIM card, the generation of the network technology to which the subscriber’s Terminal Equipment shall be connected, etc.
|
(c) |
The SIM card fee shall not be included in the price of the Terminal Equipment, and shall be presented separately in the engagement agreement, in the subscriber’s telephone bill and in advertisements of a tariff plan on the Licensee’s
website, if advertised.
|
(d) |
Insofar as the Licensee shall charge the subscriber for a SIM card fee, it shall be allowed to collect the payment from him only as a one-time payment in the first telephone bill after the delivery or sending of the SIM card at the very
latest464. If the Licensee does not do so, it shall not be allowed to collect the said payment from the subscriber subsequently, and it shall not be allowed to
collect the said payment from the subscriber, or any other payment, if he does not return the SIM card as a result of termination of the engagement betweeen them.
|
(e) |
The Licensee is not allowed to collect a SIM card fee from the subscriber in respect of a replacement of the SIM card, due to a malfunction in it.
|
(f) |
The Licensee is not allowed to discriminate against a subscriber during the collection of a SIM card fee because he did not purchase the Terminal Equipment from it.
|
(g) |
Insofar as a subscriber has a SIM card that was issued to him by the Licensee, which had been used by the subscriber in the past and was disconnected due to the termination of the engagement, and the subscriber asks to activate it in order
to resume being a subscriber of the Licensee, the Licensee shall do so and it shall not be allowed to collect a SIM card fee from the subscriber.465
|
82. |
Collection of a Connection466 Fee In Installments
|
83. |
Harm to Competition or to Consumers
|
(a) |
If the Minister finds that one of the Licensee’s tariffs or a demand for payment to, or via the Licensee contravene the provisions of the License, then the Minister shall notify the License of such, specifying the required amendment and that
in the event it is not amended the Minister shall exercise his authority pursuant to sections 5 and 15 of the Law; the Licensee shall furnish the Minister with written notification specifying the amended tariff and shall act to refund the extra
amount, if any, to Subscribers charged according to the tariff prior to its amendment.
|
(b) |
If the Minister finds that one of the Licensee’s tariffs or a demand for payment to, or via, the Licensee are not reasonable or may cause harm to competition or to consumers, then the Minister shall notify the Licensee of such specifying the
required amendment and that if it is not amended the Minister shall exercise his authority pursuant to sections 5 and 15 of the Law; the Licensee shall furnish the Minister with written notification specifying the amended tariff.
|
83A467 |
Overcharging
|
(a) |
The Licensee is allowed to collect payments from a subscriber only in conformity with that specified in its engagement agreement with the subscriber, and in conformity with the provisions of clauses 74.3(c) – 74.3(f)468;
|
(b) |
If a subscriber submits a complaint to the Licensee that the Licensee collected a sum in addition to the sum that it is allowed to collect pursuant to the engagement agreement (hereinafter – “Overcharge”),
the Licensee shall clarify the subscriber’s complaint within ten (10) workdays of the date of receipt of the complaint. For the purposes of this clause, “complaint” – whether written or oral, including a
subscriber’s inquiry to the Licensee to clarify the details of the charges; “date of receipt of the complaint” – in relation to a written complaint – the date of receipt of the complaint by the Licensee
and, in relation to an oral complaint – the day the complaint was voiced to the Licensee.
|
(c) |
If the Licensee found that it had overcharged the subscriber, the Licensee shall refund the subscriber for the overcharge in a single payment, unconditionally, and shall refund the VAT in respect of the said sum, plus “linkage differentials
and interest,” as defined in section 1 of the Award of Interest and Linkage Law, 5721 – 1961, from the collection and until the date of the actual refund, as specified hereunder:
|
(1) |
If the sum of the refund is higher than NIS fifty (50), the refund shall be transferred directly to the subscriber’s means of payment (bank account or credit card) within four (4) workdays of the end of the period prescribed in subclause
(b). Notwithstanding that stated, the Licensee may refund the said refund to a Business Subscriber by crediting the next telephone bill, if the Business Subscriber expressly agrees to this.
|
(2) |
If the sum of the refund is NIS fifty (50) or less, the Licensee shall refund the refund by crediting the next telephone bill after the end of the period prescribed in subclause (b). If the sum of the refund exceeds the sum for payment in
the next telephone bill as stated, the balance shall be transferred directly to the subscriber’s means of payment, within four (4) workdays of sending the telephone bill to the subscriber; the matter of the offset of the balance of the refund
from the telephone bill or the matter of the transfer of the balance of the refund to the means of payment shall be stated in the relevant telephone bill;
|
(3) |
Notwithstanding that stated in subclauses (1) and (2), the sum of the refund to a pre-paid subscriber shall be refunded by increasing the balance available to the subscriber.470
|
(d) |
The Licensee shall issue a written response to the subscriber of his complaint within twenty-one (21) workdays of the date of receipt of the complaint. The response to the complaint shall include details of the rationale for rejecting the
complaint and, insofar as the rationale relates to the terms of the engagement agreement and the Licensee refuted the disagreement regarding overcharging an amount more than NIS 100 including VAT471, then the Licensee shall attach it to its response, refer to the clause therein pursuant whereto the charge was included in the telephone bill, and details of the mode of its calculation, or
specifying the sum of the refund and details of its mode of calculation.
|
(e) (1) |
The Licensee shall document any subscriber complaint in its information system regarding an Overcharge, that was submitted in writing or orally.
|
(2) |
The Licensee shall retain a copy of its response, as stated in subclause (d), in its possession; if the Licensee sent its response via electronic mail or facsimile, the Licensee shall retain a copy of its response and a copy of the
transmission confirmation (hereinafter – “Copy of its Response”).
|
(3) |
The Licensee shall make the complaint and the Copy of its Response available for delivery or forwarding to the Director, upon his request, within five (5) workdays of sending the response to the subscriber.472
|
84. |
Royalties
|
84.1 |
473The Licensee shall pay royalties as set out in the Telecommunications Regulations (Royalties), 5761-2001 or any other regulations that may replace those
(hereinafter: the “Royalty Regulations”).
|
84.2 |
Deleted474
|
84.3 |
Deleted475
|
84.4 |
Where it becomes apparent that the sum of royalties that the Licensee was required to pay476 is higher than the sum paid by it for a certain quarter477, the Licensee shall pay royalty differentials, together with interest and linkage differentials as set out in the Royalty Regulations.
|
84.5 |
Where it becomes apparent that the sum of royalties that the Licensee is required to pay under the Adjusted Statement is lower than the sum paid by it for a certain quarter478, the Licensee shall be credited with the sum of the surplus payment; surplus payments to which the Licensee is entitled shall be set off, upon written approval by the Director, against the next royalties payment, and
interest and linkage differentials shall be calculated in accordance with the last index published prior to the date of the setoff, as aforesaid; for these purposes, interest and linkage differentials shall be as set out in the Royalty
Regulations.
|
85. |
Delay in Payment of Royalties
|
86. |
Manner of Payment of Royalties
|
87. |
Other Obligatory Payments
|
88. |
Definition of the Scope of Liability
|
89. |
Liability of the Licensee
|
89.1 |
The Licensee will be liable, pursuant to all laws, for any case of death, damage or loss caused to a person or his property, either directly or indirectly, from Use of the License or as a result of its use.
|
89.2 |
In using the License, the Licensee will take all reasonable steps to prevent damage or loss to a person or his property, and should damage or loss be incurred as a result of the Use of the License, the Licensee will repair the damage at its
expense and compensate the injured party, all pursuant to all laws, with the exception of a case regarding which the Minister has granted it immunity as set out in Paragraph 90.
|
89.3 |
For the avoidance of doubt, the provisions of this paragraph do not place liability on the Licensee beyond the damage liability set out in the regular Civil Wrongs Laws or detract from such liability.
|
90. |
Immunity from Liability
|
90.1 |
The Minister may, on request from the Licensee, grant it the immunities enumerated in Section 9 of the Law, wholly or partially, subject to the provisions of Paragraph 90.3.
|
90.2 |
The Licensee will detail in its request the immunities it requests and the reasons for so doing.
|
90.3 |
If the Minister is satisfied by the need to grant the Licensee immunities in accordance with Section 9 of the Law, he will publish his decision in the Official Gazette.
|
91. |
Drawing Up an Insurance Contract
|
91.1 |
The Licensee, at its own expense, will draw up an insurance contract with an authorized insurer in accordance with the provisions of Paragraph 92, and it will be presented to the Director at the award of the License.
|
91.2 |
The Licensee will indemnify the State for all financial liability, as set out in Paragraph 89.1, that the State will be bound to any third party as a result of the Use of the License; indemnification in accordance with this paragraph will be
insured by the Licensee in liability insurance.
|
91.3 |
The Licensee will insure itself, including its employees and contractors, against any financial liability as set out in Paragraph 89.1, which might bind it pursuant to all laws as a result of damage caused to person or his property, from Use
of the License and against any loss or damage caused to the MRT system, wholly or partially, from Use of the License, and including third party risk.
|
91.4 |
The Licensee will provide the Director with a legal opinion, written by an attorney specializing in insurance, that confirms that the insurance policy covers all the requirements set out in Paragraphs 91.2 and 91.3; the Licensee will append
to the said legal opinion a copy of the insurance contract and its annexes; the said documents will be submitted to the Director within seven (7) days from the signing of the insurance contract and will be appended to this License as Appendix G
to the Second Annex.
|
92. |
Conditions in the Insurance Contract
|
92.1 |
The insurance contract will determine the period of insurance and will contain a condition stipulating that at the end of the set period, the insurance will be automatically extended.
|
92.2 |
Once a year, the Licensee will present to the Director confirmation from the insurer that the insurance contract is valid, that the Licensee is not in arrears with insurance premium payments and that there are no pending notices regarding
cancellation, suspension, limitation, amendment or termination of validity of the insurance contract.
|
92.3 |
The insurance contract will contain a stipulation, according to which in any event of the insurer wishing to cancel the insurance contract as a result of non-payment of insurance fees, he must inform the Director in advance, no less than
ninety (90) days before he intends to actually cancel the contract (hereinafter in this paragraph “Cancellation Notice”).
|
92.4 |
Should a Cancellation Notice be sent as set out in Paragraph 92.3, the Licensee will take immediate action to remove the cause of the cancellation, or will take immediate action to obtain an alternative insurance contract as set out in
Paragraph 92.6, and notify the Director of the action it has taken; should the cause of the cancellation be non-payment of insurance fees by the Licensee, the Director may make payment of said fees in its place, and may foreclose the bank
guarantee or any part thereof to cover the expense incurred by payment of the insurance fees, or collect them in any other way.
|
92.5 |
Should the Licensee request the cancellation of the insurance contract, it will inform the Director in this matter within forty five (45) days at least before it intends to actually cancel the contract.
|
92.6 |
Should the Licensee agree to cancellation of the insurance contract by the insurer, or it has requested to do so itself, the Licensee will draw up an insurance contract with another authorized insurer in such a way that the new insurance
contract will go into effect at the same time as the validity of the previous contract expires; the new insurance contract will be submitted to the Director, together with the legal opinion set out in Paragraph 91.4, at least thirty (30) days
before it goes into effect, and it will be subject to the instructions in the paragraphs of this section.
|
93. |
Remedy for Breach of Insurance Conditions
|
94. |
The Guarantees and their Objectives480
|
94.1 |
The Licensee shall issue two guarantees to the Director. A guarantee shall be a bank guarantee from an Israeli bank or an autonomous insurance guarantee from an Israeli insurance company (hereinafter jointly – “the Guarantees”). The Guarantees shall be unconditional in favor of the State of Israel in New Israeli Shekels to ensure the fulfillment of the License conditions; the sums of the
Guarantees, as stated in Appendix H to the second Annex, the wording of the guarantee will be to the satisfaction of the Director-General481;482
|
94.2 |
One guarantee, which shall be issued according to that stated in Appendix H or (hereinafter – “the License Guarantee”), shall be used to ensure the fulfillment of the License conditions by the
Licensee and also for compensation and indemnification of the State for any damage, payment, loss or expense incurred or that is liable to be incurred by the State, whether directly or indirectly, as a result of nonfulfillment of all or a
portion of the License conditions on time and in their entirety or as a result of the revocation, restriction or suspension of the License.483
|
94.3 |
A second guarantee, which shall be issued according to that stated in Appendix H (hereinafter – “the 5G Guarantee”), shall be used to ensure the fulfillment of the rollout obligation as stated in
clauses 1.2(b)(3) and 1.2(b)(4) of Appendix E.484
|
95. |
Foreclosing the Guarantee485
|
95.1 |
Without derogating from the general purport of that stated in clause 94.2, the Director may confiscate all or a portion of the License Guarantee as a result of nonfulfillment of the License conditions, including in each of the instances
specified hereunder:
|
(a)
|
Cancelled.
|
(b)
|
Cancelled.
|
(c)
|
Cancelled.
|
(d) |
The Licensee is not fulfilling the coverage and quality of service requirements as stated in Appendix B and Appendix E (excluding clauses 1.2(b)(3) and 1.2(b)(4)), is not fulfilling the requirements regarding the Passive Components and the
Cellular Radio Base Stations as stated in clause 19C.2, or the Licensee is persistently discontinuing, suspending or limiting the Service contrary to the provisions of the License;
|
(e) |
Cancelled.
|
(f) |
Cancelled.
|
(g) |
A claim or demand for payment of compensation and damages is filed against the State due to a breach of a condition of the License, deficient implementation of the License or due to the revocation of the License, and also if expenses were
incurred by the State as a result of a claim or demand as stated; the guarantee shall be confiscated for the purpose of covering the sum of a claim as stated only after the ruling in that claim has become conclusive;
|
(h) |
Cancelled.
|
(i) |
Expenses or damages were incurred by the State as a result of the License revocation;
|
(j) |
The Licensee has not supplemented the guarantee sums as stated in clauses 96.2 and 97.2;
|
(k) |
Cancelled.
|
(l) |
A pecuniary sanction by law has been imposed on the Licensee and the sum demanded was not paid on time, provided that a sum exceeding the sum of the sanction shall not be forfeited;
|
(m) |
The Licensee failed to issue the 5G License Fee pursuant to clause 114 of this License and the conditions of the 5G Tender.
|
95A.1 |
The Director may confiscate all or a portion of the 5G Guarantee due to a failure to fulfill the License conditions pertaining to fulfillment of the obligation to rollout the System specified in clauses 1.2(b)(3) and 1.2(b)(4) of Appendix E
to this License, according to the stages specified in these clauses.
|
95B.1 |
Notwithstanding that stated in clause 95.1 and in clauses 98.1 and 98.3, the Director shall not take action by way of confiscating the 5G Guarantee unless he found that the actual rollout is at the rate of 50% or less compared to the rollout
obligation applying at that time (for example: if the actual rollout in Stage B as specified in clause 1.2(b)(4) is 37.5% or less of the minimum coverage requirements, compared to the obligation to fulfill 75% of the minimum requirements, then
the Director shall enforce by way of confiscating the guarantee).
|
95.2 |
The Director may confiscate the Guarantees as stated in accordance with this part also due to an expected breach of the License conditions or frustration of the License conditions that justifies, according to his judgment, an early
confiscation of the Guarantees, as the case may be.
|
96. |
Mode of confiscation of the Guarantees486
|
96.1 |
The Director may confiscate all or a portion of the relevant guarantee up to the sum specified therein, provided that he warned the Licensee that if, within the timeframe specified in the warning, the Licensee does not rectify the act or
omission that is the subject of the warning, the relevant guarantee shall be fully or partially confiscated.
|
96.2 |
If all or a portion of the relevant guarantee is confiscated, the Licensee shall issue a new guarantee or supplement its balance up to the sum of the original guarantee immediately upon the Director’s request; a failure to supplement the sum
of the guarantee as stated shall constitute a material breach of the License conditions, and the Director may – without derogating from his authority to revoke, limit or suspend the License – confiscate any balance of the total relevant
guarantee.
|
96.3 |
The Licensee may appeal the Director’s decision to confiscate all or a portion of the relevant guarantee to the Minister within 15 days of the notification date of the Director’s decision.
|
97. |
The Period of Validity of the Guarantee
|
97.1 |
The License Guarantee shall be in effect487 during the entire period of validity of the License and also during two years after the validity of the License
expires.
|
48897A.1 |
The 5G Guarantee shall be in effect until 60 days after completing the third milestone as specified in Appendix E to the License, or until the Licensee fulfills its system rollout obligation, which is specified in clauses 1.2(b)(3) and
1.2(b)(4) of Appendix E to this License, whichever date is later.
|
97.2 |
Cancelled.489
|
97.3 |
If the Director acknowledges receipt of a License Guarantee or a 5G Guarantee490, the validity of which may be extended from time to time in accordance with his
demand, the Licensee will extend its validity, before the end of the expected period, and this for a period ordered by the Director; should the Director not exempt the Licensee from the obligation to extend the period of validity, and the
validity of the guarantee has not been extended on the said date, the Director may foreclose the guarantee without prior warning.
|
98. |
Preservation of Remedies491
|
98.1 |
Confiscation of all or a portion of the Guarantees in no way derogates from the authority to revoke, limit or suspend the License.
|
98.2 |
The sum of the guarantee in no way limits the scope of the Licensee’s liability to the State to pay all damages caused to the State, when the obligation to pay them applies to the Licensee pursuant to the License or by law.
|
98.3 |
Full or partial confiscation of the Guarantees in no way derogates from the Director’s right to sue the Licensee for payment of damages that the Licensee is obligated to cover pursuant to this License using any other means or remedies
available to him by law, including the imposition of a pecuniary sanction.
|
99. |
Authority for Supervision
|
100. |
Confidentiality
|
101. |
Entering Premises and Inspection of Documents
|
(A) |
Enter, at any reasonable time, any installation or office serving the Licensee for the purpose of provision of its services in accordance with this License;
|
(B) |
Conduct measurements and tests in the MRT System and he may examine any record, document, plan, account book, ledger or data base, regular or computerized, of the Licensee or whomever is employed by it in the matters on which the Director
has the said supervisory authority; the Director may examine and copy them in any way he deems fit.
|
102. |
Cooperation
|
103. |
Deleted494
|
104. |
Types of Report and their Submission Date495
|
104.1 |
Deleted496
|
104.2 |
Deleted497
|
104.3 |
The Licensee shall submit to the director a report for extraordinary events, as set forth in regulation 8 of the Supervision Regulations.
|
104.4 |
Deleted498
|
104.5 |
Deleted499
|
105. |
Notice of Defect500
|
105.1 |
If the Director found defects or deficiencies in the Licensee’s activities, the Director shall notify it of this in writing (in this clause – “the Director’s Notice” or “the Notice.”
|
105.2 |
The Licensee shall deliver its response to the Director in writing, within the timeframe defined by the Director in the Notice. If the Director did not define a timeframe for the Licensee’s response, the Licensee shall deliver its response
to the Director by no later than thirty (30) days of its receipt of the Director’s notice. In its response, the Licensee shall specify the means it took to rectify the defects and deficiences specified in the Notice and to prevent their
recurrence.501
|
106. |
Deleted502
|
106A. |
Retention of documents and recordings
|
(a) |
The Licensee shall retain documents and recordings in its possession concerning the terms of the engagement with the subscriber for the entire duration of the engagement and for one year after the termination of the engagement.
|
(b) |
Deleted503
|
107. |
The License as an Exhaustive Document
|
107.1 |
The rights of the Licensee, its obligations and powers in all matters pertaining to the establishment, subsistence and operation of the MRT System and the provision of services through it, originate in this License and they derive from it
and are in accordance with it only.
|
107.2 |
The Licensee will be precluded from claiming the existence of any right, obligation or authority based on information, promise, undertaking, representation, proposal, publication, minutes, discussion or declaration that were made outside the
License, either in writing or orally, either prior to the award of the License or after it was awarded, with the exception of the interpretation provided by the Minister in accordance with Paragraph 6.
|
108. |
Holding the License Documents and their Return
|
108.1 |
The Licensee will hold the License documents in an office and will allow the public to examine their true and updated copies; should a License condition be changed, the Licensee will append the text of the change to the said License
documents.
|
108.2 |
504Where the License and the documents related to it are on public display, the public shall not have the opportunity to inspect the following documents, contained in the Second Annex of the License:
|
(a) |
Appendix A – Deleted505
|
(b) |
Appendix B-The engineering plan that is attached to Appendix B506;
|
(c) |
Deleted507
|
(d) |
Appendix G – Insurance Contract;
|
(e) |
Appendix H – Guarantees and letters of undertaking508
|
(f) |
Appendix I – Letters of Undertaking;
|
(g) |
Appendix K – Special Services for Security Forces;
|
(h) |
Appendix L – Security Instructions.
|
108.3 |
The License documents are the property of the State and are entrusted to the Licensee for the period of the License’s validity; should the License be revoked or expire, the Licensee will return the License and all its documents to the
Director.
|
509108.4 |
The Licensee shall allow the public to inspect the documents of the License via the internet; the Licensee may also do so through the Ministry of Communications’ internet site as long as the Ministry of Communications publishes the
License on its internet site.
|
510108.5 |
The Ministry may publish the License, other than the Appendices set out in clause 108.2, on such date and in such manner as it sees fit.
|
109. |
Deferment of Date
|
109.1 |
If an obligation imposed on the Licensee in this License has a set date for its fulfillment, the Licensee will fulfill it on that date.
|
109.2 |
The Director may, upon the Licensee’s request, defer a date set as stated above, if he deems that fulfillment of the obligation on that date is impossible for reasons of force majeure.
|
110. |
Responsibility
|
111. |
Dispatch of Notice
|
111.1 |
A notice pertaining to this License or its implementation will be given in writing and be delivered by hand or by registered mail with confirmation of receipt; a notice dispatched by registered mail as stated above shall be deemed to have
reached its destination within forty-eight (48) hours of its dispatch.
|
111.2 |
Any notice from the Licensee to the Minister will be delivered or dispatched through the Director.
|
111.3 |
For the purpose of receiving notices in accordance with this paragraph, the Licensee’s address is: 8 Amal Street, Afek Industrial Park, P.O. Box 435, Rosh Ha’ayin, P.O. Box 48103511; the Licensee will inform the Director of any change of address immediately.
|
112. |
Operation in the 512Judea and Samaria Civil Administration Area
|
112.1 |
The Licensee shall contact the communications staff officer in the Judea and Samaria Civil Administration Area for the allocation of frequencies, the expansion of its license in the Judea and Samaria areas, for the expansion of the MRT
system and for the provision of 4G and 5G513 Services in the areas in which the authorities in the telecommunications sector are of the Civil Administration.
|
112.2 |
The Licensee will operate in the Judea and Samaria areas in accordance with the license and frequencies allocation from the communications staff officer of the Civil Administration; the frequency allocation and the license in the Judea and
Samaria area, including the deployment, the minimum requirements and the service level to the subscriber shall be mostly based on the allocation terms in Israel and the provisions of this license, mutatis
mutandis, as shall be determined by the Civil Administration manager and in accordance with the law and the Security Legislation applicable to the Judea and Samaria areas, including the need to receive an individual approval for the
establishment of each telecommunications facility.
|
113.514 |
Cancelled.515
|
114. |
5G Licensee Fee516
|
1. |
General
|
1.1 |
This Annex contains the list of services that the Licensee is to supply, under the conditions set out in Part B of Chapter E – “Level of Service to Subscribers”.
|
1.2 |
The services shall be supplied using the technology operated by the Licensee, unless otherwise noted in the License or in an Annex to the License.
|
1.3 |
Wherever the words “Support in Various Languages” appear, the intention is at least to support in the following four languages: Hebrew, Arabic, English and Russian.
|
5181.4
|
The licensee shall include in the service file at least the following details:
|
a) |
Name of the Service: name of the service, including the commercial name of the service and a general description of the service.
|
b) |
Detailed Description of the Service: including:
|
c) |
Engineering Description
|
d) |
Miscellaneous
|
5192. |
List of Services:
|
2.1 |
Basic Services520
|
No.
|
Service
Name
|
Service Description
|
Supply Date**
|
Service Quality Measures*
|
Notes
|
1.
|
Basic
Telephone service (cellular calls)521
|
Telephone conversations to and from Subscribers of the Licensee to any telephone or other Terminal Equipment appropriate to the Licensee’s Network and to any other Public Telecommunications Network in Israel or
around the world.
|
Exists
|
High sound quality and high level of privacy
|
|
2.
|
Telephone access to emergency call services522
|
Free dialing to such emergency services as shall be prescribed by the Director (e.g.: police, ambulance, fire department, and others).
Caller to be directed to an emergency call center by way of definition of the service provider in the place where the Subscriber is. These services are available also without a SIM card in the handset.
|
Exists
|
The phone number of the caller shall be identifiable by the public emergency service centers. Dialing without a SIM card shall be possible to number 112 according to ETSI nad directed to the police.
|
|
2A
|
Data Communications523
|
connecting a subscriber via telephone or independent modem to TCP/UDP/IP communications for message transmissions via packet switch.
|
Exists
|
according to the global GSM organization’s definitions and according to the European Telecommunications Standards Institute’s (ETSI) standards.
|
* |
The Licensee shall act in accordance with the definitions of the World GSM Organization, and in accordance with the standards of ETSI (the European Telecommunications Standards Institute), to the extent relevant for each service.
|
** |
3G services are provided from January 2005 unless stated otherwise (notice of activation of 3G services as of February 2, 2005).
|
2.2 |
Accompanying Services
|
No.
|
Service Name
|
Service Description
|
Supply Date**
|
Gauges of Quality of Service*
|
Notes
|
3.
|
Voice mail
|
Leaving and retrieving voice messages stored in a personal voice mailbox when the customer is not available or does not wish to answer. Sending an indicator when a message is waiting in the mailbox. Licensee to
support various languages.
|
Exists
|
Leaving and retrieving messages from voice mail box even when dialing from other networks.
|
|
4.
|
“Follow me”
|
Direction of incoming calls to another telephone number at the Subscriber’s election (permanently, only when the Subscriber’s number is engaged, only when the Subscriber does not answer or when the Subscriber is
not available). The service operates in accordance with the subscriber's choice when the handset is not turned on or is outside a coverage area.
|
Exists
|
Availability at peak hours at 99% probability
|
These services are available also without a SIM card in the handset.
|
5.
|
"Selective follow me"
|
Direction of certain incoming calls at te Subscriber's election to another telephone number at the Subscriber’s election (permanently, only when the Subscriber’s number is engaged, only when the Subscriber does not
answer or when the Subscriber is not available). The service also operates in accordance with the subscriber's choice when the handset is not turned on or is outside a coverage area
|
Future
|
Availability at peak hours at 99% probability
|
These services are available also without a SIM card in the handset.
|
6.
|
“Hold call”
|
Directing a caller to a “hold” status, when the Subscriber answers another call or calls another number. Skipping between the two calls.
|
Exists
|
||
7.
|
Call waiting
|
The ability of the Subscriber to transfer from one call to another (after indication of a second incoming call using special sounds) at the same time. The Subscriber can choose to answer, not answer, or ignore.
|
Exists
|
Availability at peak hours at 99% probability
|
|
8.
|
Selective call waiting
|
Only calls from a list of telephone numbers determined by the Subscriber will activate a sound that lets the Subscriber know about the waiting call.
|
Exists
|
Availability at peak hours at 99% probability
|
|
9.
|
Caller id
|
Display of the number of the caller (at the time of the call) on the display screen of the handset.
|
Exists
|
Dependent upon the number not being blocked by the caller or the implementation by the other operator
|
10.
|
ID call concealer
|
Allows concealment of the Subscriber's number from being displayed on the screen of the handset receiving the call. The concealment can be one-time or permanent.
|
*4/1998
|
In accordance with a a notice dated 15/12/2011
|
|
11.
|
Call blocking
|
The ability to limit making calls to certain destinations and in addition the ability to block receiving a call while overseas, in accordance with the Subscriber's preference.
|
2/2005
|
Availability at peak hours at 99% probability
|
The blocking for outgoing calls is for specific numbers. There shall not be a comprenhesive blockage for access to an MRT or fixed-line operator.
|
12.
|
Short message service (SMS)
|
Sending, receiving, storing and routing of text messages in different languages, graphics, voice and picture messages to and from Subscribers’ handsets in the Licensee’s Network or Subscribers’ handsets on other
networks in Israel and overseas who have reached an agreement with the Licensee.
Sending such messages from a personal computer.
Sending incoming messages to a facsimile machine.
|
Exists
|
Speed of transferring a graphic message-in accordance with the speed supported by the handset and dependent on the abilities of the network to supply data communications.
|
Dependent upon terminal handsets
|
13.
|
Multi media message
|
The ability to send/receive/store/route messages, while utilizing a wide range of media types, such as: text, audio, fax, e-mail, video.
|
2/2005
|
Based on the speed supported by the handset and the ability of the network to supply data communications.
|
|
14.
|
Unified messages
|
The Subscriber's ability to access various messages through one access point without depending on the type of media that was used to send the message.
|
Future
|
Availability at peak hours at 99% probability
|
|
15.
|
24 hour subscriber service
|
Receipt of assistance from subscriber service 24 hours a day, 7 days a week, in four languages (Hebrew, Arabic, English and Russian).
|
Exists
|
See Appendix E
|
|
16.
|
Information service
|
Finding out telephone numbers in Israel.
|
Exists
|
See Appendix E
|
Pursuant to provisions of the License
|
17.
|
Billing summary
|
Sending an invoice containing a summary of all billing (e.g., subscription fees, airtime billing, taxes, other expenses). Information on billing via interactive answering service and SMS.
|
Exists
|
100% matching with company records
|
|
18.
|
Detailed billing
|
Sending an invoice containing details of all calls made for the entire billing period, upon request. Receipt of accounts, or specific parts of accounts.
|
Exists
|
100% matching with company records
|
|
19.
|
Controlled billing
|
The Subscriber determines the maximum level of use for each billing month in order to assist with budgeting.
Receipt of Short Message System (SMS) when billing reaches pre-determined level of use.
Increase or decrease of level in real time.
|
Future
|
100% matching with company records
|
|
20.
|
Personal number
|
The Subscriber can use a single number for all his communications (voice, fax and data)
|
Exists
|
||
Able to combine with call screening while activating a "follow me" feature based on the time of day, identity of the caller or type of communication.
|
Future
|
||||
21.
|
Transfer of calls
|
Transfer of calls to third party
|
Exists
|
||
22.
|
Call screening
|
Receipt, transfer or rejection of calls based on identity of caller or time.
|
Future
|
||
23.
|
List of preferred callers
|
Allows Subscribers to receive calls from a list of preferred callers. Other calls are sent automatically to the voice mail box or to another number.
|
Future
|
24.
|
Selection of number
|
Subscriber can choose his telephone number in accordance with the Numbering Plan in Israel, as part of the Licensee’s allotments
|
Exists
|
||
25.
|
Ability to change number
|
Change of Subscriber’s telephone number, at Subscriber’s request
|
Exists
|
||
26.
|
Access services to information in accordance with location
|
Access from MRT Terminal Equipment to specific information per geographic location of Subscriber
|
Exists
|
Coordination of information within cell – accuracy of several kilometers
|
Subject to provisions of protection of Privacy Law, 5741-1981
|
27.
|
Loading “telephone book”
|
Loading of telephone numbers by Licensee directly into a “telephone book” on Subscriber’s SIM card, per list that Subscriber enters into system via exchange operator, answering service or internet.
|
2005
|
In accordance with a notice dated 15/12/2011
|
28.
|
Voice operated dialing
|
Dialing numbers via Subscriber’s voice command (instead of manual dialing)
|
Exists
|
Dependent upon terminal handset
|
|
29.
|
Voice mail
|
The ability of callers to record messages and of addressees to return calls
|
2/2005
|
Availability at peak hours at probability of 99%
|
|
30.
|
Automatic redial (completion of calls to engaged subscribers)
|
The system ‘locks’ on to an engaged line and the Network rings the Subscriber back automatically when the engaged line becomes free.
|
Exists
|
Dependent upon terminal handset
|
|
31.
|
Renewal of line that drops out
|
Automatic renewal of calls that drop out
|
Future
|
||
32.524
|
Two Number of SIM cards/MRT Terminal Equipment units on one number
|
Operating a number of MRT Terminal Equipment using an identical number and identical account (eg. one handset in the car and one mobile).
|
Exists
|
Orange 2
|
33.
|
Two numbers for one SIM card
|
Operating two separate telephone numbers from the same MRT Terminal Equipment and SIM card (eg. a private line and a business line) The lines may be billed separately or together.
|
Future
|
||
34.
|
Blockage of international access
|
Blocking of a Subscriber’s ability to make outgoing international calls in Israel; and incoming or outgoing calls when roaming outside of Israel
|
Exists
|
||
35.
|
Collect calls
|
Collect calling for calls to pre-determined numbers.
The recipient of the call pays for the call
|
Future
|
||
36.
|
Virtual private network (VPN)
|
Dialing MRT Terminal Equipment of Subscribers within a corporation by calling extension numbers on corporation’s private exchange (PBX) or truncated number.
|
Exists
|
For corporations
|
|
37.
|
Wireless Centrex services
|
Receipt of some of the benefits of VPN for groups of subscribers who are not connected to a PBX. Dialing members of the group via truncated code instead of whole numbers
|
Future
|
||
38.
|
Closed user group
|
Allowed calls between subscribers in pre-determined groups
|
Future
|
||
39.
|
Automatic subscriber location (Hunt Group)
|
Transfer of incoming calls automatically to a list of telephone numbers in order to locate Subscriber
|
Future
|
||
40.
|
Conference call
|
Addition of third party to a call without disconnecting the second party and without needing to set up the service in advance through an exchange operator
|
Exists
|
Dependent upon terminal handset
|
41.
|
Data communications service
|
Transfer of data communications service via subscriber’s telephone handset/ PC/PDA/Laptop that is connected to the Subscriber's handset. Possible to transfer the data at the time the call or afterwards.
|
Exists
|
Speed of up to 42Mbps and in the future up to 300 Mhps
|
Dependent upon terminal handset and coverage
|
42.
|
Over the air activation and alterations
|
On line activation and alteration of SIM card memory so as to save a Subscriber's having to come to a service center
|
Exists
|
||
43.
|
Temporary disconnection
|
Disconnection of service for a Subscriber for a pre-determined period of time without losing the specific telephone number (eg. during holidays or temporary stay overseas)
|
Exists
|
||
44.
|
Consolidated billing
|
Receipt of one bill combining charges for all handsets for Subscribers with a number of telephones and/or services
|
Exists
|
Full coordination with system records for bills sent out
|
|
45.
|
Clarification of bill status
|
Clarification of up-to-date bill status via voice response, SMS or internet
|
Exists
|
||
46.
|
Account billing
|
Typing in an identification code before every call (so as to distinguish between business calls and private calls made on the same line). Receipt of monthly invoice with details of use per billing code.
|
Future
|
Full coordination with system records for 100% of bills sent
|
|
47.
|
Electronic billing / reporting
|
Control and analysis of information on billing and treatment of bills by Subscriber, using special software
|
Exists
|
Full coordination with system records for 100% of accounts sent
|
|
48.
|
Additional copy of account
|
Receipt of more than one copy of every bill, upon request
|
Exists
|
||
49.
|
Billing on demand
|
Supply of report of all bills and credits as at the period requested by the Subscriber.
|
Exists
|
100% coordination with system records
|
50.
|
POC (Push to talk over Cellular)
|
Holding a conversation by the push of a button on the MRT Terminal Equipment. The call may be private (between Subscribers) or a group call on the data communications network
|
7/2004
|
In accordance with the Service File
|
Based on a temporary provision 525
|
51.
|
Free of charge service for the caller
|
The initiator of the call shall not be charged for the call. The receiver of the call shall be charged in accordance with appropriate billing arrangements
|
3/2010
|
In accordance with the service file526
|
|
52.
|
Commerce telephone service (premium) at a low price
|
Provides a commerce telephone service (premium) at a low price, via the Licensee or content provider.
|
9/2008
|
Prefix in accordance with the numbering program
|
|
53.
|
Commerce telephone service (premium) at a fixed price
|
Provides a commerce telephone service (premium) at a fixed price, via the Licensee or content provider.
|
future
|
Prefix in accordance with the numbering program
|
|
54.
|
Ring Back Tone
|
Playing of music or content pre-selected by the Subscriber for those calling, instead of a waiting tone
|
4/2003*
|
*In accordance with a notice dated 30.4.2003
|
2.3
|
Value Added Services
|
55.
|
Access to internet / intranet
|
Access to internet or to the private intranet network of a company through an account the access to which is via the Subscriber’s Terminal Equipment (including a mobile handset), computer, PDA or similar device and
the ability to transfer files, e-mails and streamline video/audio data.
|
Exists
|
In accordance with the speed supported by the handset and dependent on the network's ability to supply data communication.
|
Access to internet via special internet services licensee
|
56.
|
Access to internal organizational internet (Intranet) and external (Extranet)
|
The ability to supply access to the organizational network either directly to the local organiznational netowrk (LAN) or to the private virtual network (VPN).
|
2/2005
|
In accordance with the speed supported by the handset and dependent on the network's ability to supply data communication.
|
Dependent on the performance of the organizational network.
|
57.
|
Identification and verification
|
Identification and verification of user upon access to an internal organizational network (intranet) using Terminal Equipment
|
Future
|
58.
|
Email
|
Access to an electronic mailbox available on various devices (PDA, PC, mobile handsets).
Sending and receiving messages, indication upon receipt of message into mailbox of Subscriber.
Support in various languages
|
2/2005
|
In accordance with the speed supported by the handset and dependent on the network's ability to supply data communication.
|
Dependent upon terminal handset
|
59.
|
Video communications
|
Sending photos, graphics or live video via the Network (eg. Subscribers who are far from one another can exchange photos and work interactively)
|
2/2005
|
||
60.
|
Video Call
|
The ability to make a bi-directional video call between two callers.
|
2/2005
|
Data transfer speed-up to 46K
|
Dependent upon terminal handset
|
61.
|
International roaming
|
Provision of MRT Services when visiting Israel (for “roamers” from overseas).
Transfer of calls to a Subscriber overseas via a international long distance provider and the provision of the possibility for Subscribers that are overseas to receive MRT services from overseas operators,
including call filtering and call back and the provision of cellular telephone services and accompanying services to those visiting Israel (for "roamer" from overseas) all by way of roaming agreements with operators in other countries.
|
Exists
|
Under GSM MoU
|
|
62.
|
Information regarding international ascription
|
A Subscriber that calls the service receives information regarding ascription to international operators.
|
Exists
|
63.
|
Advanced voice mail box
|
Sending and receiving speech messages with more advanced features and abilities:
Fax box
sending messages to more than one person at once
Sending messages from one voice box to another, including transfer of messages received to another person, or direct response to sender.
|
Exists
|
||
64.
|
Personal secretary service
|
Connection of callers to an exchange operator to deal with more complex messages than voice mail service. Notice passed to Subscriber via speech or Short Message (SMS), per customer instructions (can work as a
beeper service)
|
Future
|
||
65.
|
GSM / satellite roaming
|
Licensee to support handsets with double GSM / satellite operating statuses
|
1/2005*
|
Conditional upon roaming agreement
|
Conditional upon roaming agreement with satellite operator and upon satellite network operator’s having a license from the Director to provide its services in Israel.
In accordance with a notice dated 15/12/2011*
|
66.
|
Information, enterntainment and content services according to subscriber needs
|
Access to wide variety of information, enterntainment and content services based on various media types via sms messages/picture/multi media and cellular internet (receiving or transmitting) or via audio or visual
content (eg. financial information, traffic reports, sports news and weather reports).
|
Exists
|
In accordance with the speed supported by the handset and dependent on the network's ability to supply data communication
|
Dependent upon terminal handset and network capacity
|
67.
|
Services based on location
|
Combination of various services with location abilitites in the network or a satellite navigation system (GPS) so as to offer customers location-based services (eg. whilst driving in a car). Subscriber can be
quickly and accurately located. Receipt of navigation instructions based on location of Subscriber.
Various services based on receipt of information regarding traffic situation on roads in Israel based on Subscriber’s location. Following up movements of subscriber’s vehicle (eg if car is stolen)
|
1/2004*
|
Subject to the Protection of Privacy Law, 5741-1981.
In accordance with a notice dated 15.12.2011
|
|
68.
|
Managing mobile workforce/location/navigation
|
The ability to supervise, control and manage mobile employees, assist with their navagation while monitoring their location.
|
1/2005
|
Subject to the Protection of Privacy Law, 5741-1981.
|
|
69.
|
Notification of activation of alarm
|
Checking status of Subscriber’s house alarm, car alarm or any other alarm using Terminal Equipment
|
Future
|
||
70.
|
Marketing and shopping by telephone
|
Receiving advertisements for products via speech or written messages (by request). Ordering products via Subscriber’s terminal equipment
|
Future
|
71.
|
Electronic Money
|
Storage and transfer of “electronic money” in the memory of the Subscriber’s SIM card. Loading of SIM card with money using various, convenient means (such as direct transfer from bank account, from ATMs, from
appropriate public telephones or computerized public information stands).
|
Future
|
||
72.
|
E-Commerce
|
Purchase of products and services via Terminal Equipment, being billed via telephone account.
|
Exists
|
To be updated in accordance with the “Mobile Electronic Commerce” regulations, when published and in accordance with the Ministry of Communications' policy.
|
|
73.
|
Payments via the cellular handset
|
The ability to effect on line purchases directly from the the cellular handset. The service allows the complete execution of the transaction-verfication of the Subscriber, ordering the goods and execution of the
payment
|
2/2005
|
Dependent upon terminal handset
|
|
74.
|
Electronic Banking
|
Effecting basic banking operations using Terminal Equipment as a terminal (eg. ordering check books, inspecting bank account statements) the information being transferred to a Subscriber’s Terminal Equipment via
Short Message System (SMS)
|
Exists
|
In accordance with bank requirements
|
Conditional upon the approval of the Supervisor of Banks
|
75.
|
Electronic clearance
|
Ability of clearance between a trader and the credit card company, using cellular Terminal Equipment
|
Future
|
In accordance with requirements of credit card companies
|
76
|
Facsimile
|
Receipt, storage and retrieval of facsimile message via Subscriber’s Terminal Equipment (fax mail). Subscriber receives a Short Message (SMS) when new fax arrives. Retrieval of fax by redirecting fax message to
the fax of the Subscriber’s choice.
|
Exists
|
Direct or via the voice mailbox-dependent on the handset. The service does not exist on the 3G network.
|
|
77.
|
Telemetry applications
|
Enables Subscribers to perform remote controlling and monitoring (such as electricity and water meters, traffic lights, cargo, safety warnings, remote readings from computer equipment, environmental monitoring, car
parking, medical observation)
|
Exists
|
In accordance with the speed supported by the handset and dependent on the network's ability to supply data communication
|
|
78.
|
“Yellow Pages” type directory
|
Access to “Yellow Pages” type information via exchange operator using truncated dialing
|
Future
|
||
79.
|
Provision of MRT Terminal Equipment
|
Provision of Terminal Equipment for use in countries with different service bands than Israel (such as in GSM 1800 and 1900 networks) all charges being transferred to the Subscriber’s GSM account in Israel
|
Exists
|
Not relevant
|
80.
|
Provision of SIM card
|
Provision of SIM card to visiting “roamers” from countries with whom there is no roaming agreement
|
Future
|
||
81.
|
Regional tariffs
|
A special tariff for calls that begin and end in a pre-ordained area (eg. house, office)
|
Future
|
||
82.
|
Pre-paid card
|
Enables a Subscriber to load his MRT account with a pre-defined amount of money
|
Exists
|
||
83.
|
Advertisement during call
|
Lower tariffs for Subscribers willing to listen to an advertisement at the beginning of the call. Advertiser pays for this discount
|
Future
|
||
84.
|
Deleted527
|
||||
85.
|
Deleted528
|
||||
86.
|
Filtering of offensive sites and content on the internet
|
4/12
|
The service is provided to a subscriber that uses internet access service. No additional charge in additional to the payment charged from the subscriber for internet access service.
|
||
87529
|
Personal Message
|
a message, warning and short explanation of the security forces that is sent immediately, selectively and focused to subscribers with MRT handsets that support the use of the cell broadcast ("CB") technology.
|
10/2014
|
As set out in the service file
|
In accordance with Article 65B and the "Personal Message" service file
|
88530
|
Premium service at a premium tariff
|
Premium service provided by dialing a designated prefix that has been allocated for this (1-900, 1-901, 1-903)
|
2/2015
|
The service will be provided in accordance with the provisions of Appendix N.
|
|
89531
|
Premium service at a regular tariff
|
The premium service will be provided by:
1) Network access code-as an internal network service
2) Dialing a Fixed-line telephone number-as a general national service.
|
2/2015
|
A fixed-line telephone number and a regular taiff as defined in article 67D1 of the license
|
|
90
|
Partner WiFi Calling
|
Making and receiving calls in Israel over the internet network, via wireless access point (WiFi) and keeping the subscriber's telephone number in the Licensee's network.
|
7.8.2016
|
GOS 2% only in the Licensee's network
|
In accordance with the service file
Partner WiFi Calling only in supporting MRT Terminal Equipment.
|
91
|
Partner WiFi Calling abroad
|
Making and receiving calls abroad over the internet network, via wireless access point (WiFi) and keeping the subscriber's telephone number in the Licensee's network.
|
Future
|
In accordance with the service file.
|
1. |
Cancelled.
|
2. |
Provisions, characterizations and work procedures:
|
2.1 |
Blockage of cellular terminal equipment, as set forth in Article 71A, shall be in accordance with the functional characterization dated November 2, 2008.
|
3. |
Engineering Plan:
|
3.1
|
The following shall be considered as a detailed appendix of the engineering report:
|
(a) |
Cancelled547
|
(b) |
Any engineering plan for the development and upgrade of the network that was delivered to the Director General.
|
(c) |
Outline engineering report that was delivered to the Director General.
|
3.2 |
548Engineering array report:
|
(a) |
Report submission format:
|
1) |
The Licensee shall submit a report according to the order of the clauses as specified hereunder:
|
2) |
The report will use the terms and expressions as defined in the License; English terms that shall be used shall be followed by their Hebrew translation;
|
3) |
The report is to be submitted in an original digital soft copy that is compatible with the operating system, hardware and recognized software being used by the Director. Additionally, hard copies of coverage maps are to be submitted as
specified in this appendix;
|
4) |
The engineering array report shall be written in tracked changes version relative to the previous year’s report, so that changes (additions/ deletions) may be identified in the report compared to the previous year.
|
Chapter A: |
General- shall be presented in tracked changes version549
|
1. |
Definitions, terms and explanations
|
2. |
Approvals and signatures
|
Chapter B: |
Summarized Description- shall be presented in tracked changes version550
|
Chapter C: |
Detailed Description- shall be presented in tracked changes version551
|
Chapter D: |
Risks, Disturbances, Special Difficulties- shall be presented in tracked changes552 version
|
Chapter E; |
Engineering Plans- shall be presented in tracked changes version;
|
1. |
Definitions, terms and explanations
|
a.
|
Concentration and explanation of terms that are included in the engineering plan report, including details of abbreviated terms.
|
2. |
Approvals and signatures
|
a.
|
I, the undersigned [the highest ranking engineering officer in the company] hereby confirm that this engineering report accurately and completely describes the engineering outline of the
company and its engineering plans as they are known to me.
|
1. |
A summarized description of the engineering outline:
|
a. |
A summarized description of the engineering outline that includes a description of the engineering system configuration, deployment and quantities of the system components.
|
No.
|
Subject
|
2G (GSM)
|
3G
(HSDPA/HSPA/HSPA+)
|
4G
(LTE/Adv LTE)
|
5G
|
1.
|
No. of subscribers (m)
|
||||
2.
|
Frequency ranges (MHz)
|
||||
3.
|
No of core sites
Principal manufacturer
Additional manufacturer
|
||||
4.
|
Number of interim sites
(such as RNC)
Principal manufacturer
Additional manufacturer
|
||||
5.
|
Number of end sites (such as BS)
Principal manufacturer
Additional manufacturer
|
||||
6.
|
Average voice transmission per end site (mbps/E1)
|
||||
7.
|
Average data transmission per end site (mbps)
|
||||
8.
|
Congestion management system – yes/no
|
||||
9.
|
Interconnections (mbps)
|
||||
10.
|
Number portability
Who is the supplier?
Backup – yes/no
|
||||
11.
|
Billing system
Postsale billing supplier
Presale billing supplier
|
||||
12.
|
Cellular coverage [%]
compared to the milestones defined in clause 1.2(4) of Appendix E
|
Area
|
Area
|
Statistical Region
|
|
Population
|
Population
|
Residential area
|
|||
1-3-digit roads, passenger train route
|
1-3-digit roads, passenger train route
|
Open/
institutional area
|
|||
4+-digit roads, cargo train route
|
4+-digit roads, cargo train route
|
Public/
industrial complex
|
|||
1. |
The diagrams of the outline engineering in a Top-Down format from the diagrams of the entire system and disassembly into subsystems.
|
2. |
Deployment and Quantities: Quantitive scope and deployment of the system in the allocated frequency ranges, while emphasizing:
|
- |
Location and number of MRT cells, details accompanied by clear diagrams divided by the various types of typical cells being operated by the Licensee (large cell, small cell, microcell, indoor cell and
the like);
|
City
|
Statistical Region number
|
Statistical Region classification
|
% rollout
|
Community in central Israel/ outlying regions557
|
- |
Location and quantity of MRT Voice switches (Voice, Data), including additional components of the switching systems in various technologies that the Licensee
uses (for example-routers, HLR servers, AUC, EIR, MSC, BSC, TRAU, PCU, SGSN, GGSN, BG, RNC, MGW);
|
3. |
Designation and quantity of physical and wireless transmission channels: the transmission channels will be be displayed in groups according to the transmisson speeds; and will be classified in
accordance with their designation; transmission to links between sites, links to switches, links between switches, links to other operators in Israel and abroad.
|
4. |
The capacity of each of the system components in the various technologies being operated by the Licensee, which are specified in the Engineering Plan, versus the actual utilization at the peak hour and
the system’s general capacity (Mbps, EI). The capacity of each of the system components and the actual utilization versus the figure in the previous year shall also be specified, as well as the percentage
of growth or decline compared to the previous year.559
|
5. |
Network coverage
|
a. |
The Licensee will provide details of the coverage areas in which it will provide its services.
|
b. |
The service coverage areas will presented as follows,: (a) map on a scale of 1:100,000 in open areas and 1:10,000 or 1:25,000 in urban areas for which the service area boundaries will be noted;
|
c. |
The maps will be submitted in ArcView files that include the Geodatabase. And in a hard copy.561
|
6. |
Description of a wireline and wireless sub system transmission, including transmission services to link the cells, the switches and other telecommunication networks, while detailing the
following:
|
a. |
Transmission through other licensees;
|
b. |
Transmission that the Licensee installed;
|
c. |
Switching means, backup and transmission control;
|
d. |
Technical standards for transmission and for its operation.
|
7. |
Speed switching sub system Voice, Data and routing:technology description, equipment, technical standards and capacity, including the manner of handling interconnetion, handling number
portability, handling other issues of interconnect for transit data and the servers for the different services will be supplemented by the appropriate diagrams.
|
8.
|
Control and central monitoring sub system: Description of control and monitoring system technology, equipment details, system manufacturer,
technical standards and capacity, including how to handle internconnection, with an emphasis on control and monitoring centers, their location and integration in routine work processes and when handling faults, subsystem control 1.of various
components of the network and monitoring performance and service quality, according to the various services.
|
9. |
System assessments for congestion control: details of automatic and monitored recovery system of the main network components (for example: MSC, HLR, RNC, HIS/STP etc.)
|
10.
|
Information sub system: description of the information system technology, equipment details, 10. technical standards and capacity,
manner of handling internconnection, including customer billing and collection, customer service and handling of fraud.
|
11. |
Suppler sub system: description of the input sub-system including the backup in case of a power outage at the various sites on the MRT network.
|
12. |
Backup, survivability and maintenance: description of manner of planning system maintenance, back up of its main components and standards for back up and survivability. Shall be updated
according to changes in the systems or additions of systems or additions of services.567
|
13.
|
Compatability with security requirements: statement regarding the existence, correctness, operation and technological adaptation of
infrastructure, equipment and other means to achieve the ability to exercise the authorities of the security forces under the provisions of section 13 of the Law and the provisions of the License.
|
14.
|
Presentation of an engineering test plan:a plan that is executed in the sub systems detailed in the previous sections, including all its
components and frequency of the tests,
|
- |
Periodical tests
|
- |
Special tests
|
- |
A regular and continuous inspection of the network: monitoring and control (24/7/365)-performance level, hardware alarms software problems
|
- |
Subs system monitoring RF environment, detection of interference sources and their location and broadcast directions.
|
- |
specify the tests conducted for each system and the date of the test.568
|
15.
|
Independent operation / lease of infrastructure components: the Licensee will note in the engineering array report the components of the
infrastructure it erected as well as the components of the infrastructure it leased or acquired from other licensee, for each of the sub systems detailed in the engineering plan. Shall be presented in tracked changes version.569
|
16.
|
Quality of the service:
|
a. |
End-to-end performance – systemic performance: calls blocked during the peak hour, dropped calls during the peak hour;
|
(1) |
The Licensee shall present the percentage (%) of disconnections and the percentage (%) of blocked calls at the network level; these data are to be taken from the system performance system. The Licensee shall present its calculations.
|
(2) |
The Licensee shall measure all of the CDRs and the CDRs transmitted through the IMS system on workdays during the last week of November and, on the basis of these figures, shall calculate the percentage of calls made using each of the
technologies;
|
(3) |
The Licensee shall provide performance reports based on that same period in relation to the percentage of disconnections and the percentages of call connection failures using each of the technologies.
|
b. |
Data transfer performance: performance using the various technologies operated by the Licensee. The performance shall be presented in comparison to the previous year and shall be presented at the
network level.
|
c. |
Reliability and availability – description of the survivability of key network components, internal survivability of the transmission network components, electricity backup at sites, in switches. In
this part, the annual level of the systemic availability of each of the key system components shall be specified.
|
d. |
Details about the Licensee’s compliance with standards and recommendations of international, regional and Israeli standards, inter alia, in relation to these matters.
|
|
17. Fraud prevention and fraud treatment:description of the measures used and the existing system
for the purpose of fraud prevention and fraud treatment;
|
a. |
Displaying the method used by the operator for reuse in the different frequency ranges used by the Licensee.
|
b. |
The number of radio channels in each site, and the average traffic congestion at the site;
|
c. |
Presenting spectral difficulties, if any exist, and alternatives taken to solve them under allocation constraints of existing frequencies; presentation of a disturbance analysis of the
system and its components, if any exist, for the Licensee's systems, other licensee systems, for radio systems operating in Israel in neighboring frequency areas, and for radio systems operating outside of Israel, as well as details on how
to prevent such disturbances. Events should be noted and how they were handled.571
|
2. |
Radio sub system: the report will include a description of the method of planning the radio coverage, for each of the frequency bands alloted for the use of the operator, including:
|
a. |
Signal levels for planning purposes, with an emphasis on the signal strength that the operator uses for the purpose of:
|
i. |
Coverage of commerical areas in cities (signal level that guarantees coverage for portable devices in large commercial buildings);
|
ii. |
Coverage of areas in which portable devices are operated in city streets, residential buildings and in open areas with a typical plan;
|
iii. |
Coverage of traffic routes and open areas with a typical plan.
|
b. |
Presentation of a model of the spread calculations with an emphasis on adapting the model to the conditions of the country. Specify how the theoretical model was tested against the performance in the field; also relate to indoor coverage
support.572
|
c. |
Calculation manner of the number of sites required and the number of radio channel operated on them;
|
d. |
List of specifications and standards of the radio sub system (including antennas)/ or manufacturer's name that has these documents.
|
1. |
Future engineering plan: expect to update the engineering array for two consecutive calender years following the date of submission of the report. The intended outcomes of upgrading each of the system’s components and the estimated timetable
for completion should be specified; also present the level of achievement of last year’s plans.573
|
1. |
In this Appendix-
|
"Hand-Over"- |
continuation of a call by handing it over through MRT terminal equipment from a coverage area of a cellular radio base of one licensee to the coverage area of a cellular radio base of another licensee, continuously and without disconnection
or interference;
|
"Call"- |
including sms, data communication, cellular internet browsing, application use, etc.
|
"Subscriber of a
Roaming Licensee"-
|
including a subscriber of an MRT licensee on another network, if said licensee makes use of the roaming licensee's network;
|
"Lock"- |
A situation in which the terminal equipment of a subscriberof a roaming licensee that roamed to a host network continues to receive service on the licensee's network after the call has ended, even if
that area has coverage of a roaming licensee;
|
"The Specifications"- |
The most updated 3rd generation project partnership (3GPP) regarding National Roaming that are published from time to time.
|
2. |
The Licensee shall provide the Roaming Licensee with national roaming services through its network, as set forth in Article 67E, in accordance with the conditions set forth below.
|
3. |
The Licensee shall provide said National Roaming services, in one of the following manners:
|
a) |
Call transfer-the Licensee shall enable the transfer of a call that is carried out via a subscriber's handset, from the network of a Roaming Licensee to the Licensee's network, when the Roaming Licensee does not have coverage in that area.
After the call is transferred, the call will be carried out on the Licensee's network until the call is terminated;
|
b) |
Call initiation-The Licensee shall enable the initiation of a call on its network that is carried out via the handset of a Subscriber of a Roaming Licensee, if the network of the Roaming Licensee does not have coverage in that area, or due
to the handset lock of the Subscriber of a Roaming Licensee on the Licensee's network. After the initiation, the call shall be carried out on the Licensee's network until the call is terminated.
|
4. |
The Licensee shall determine the duration of the lock time in accordance with the requirements of the Roaming Licensee.
|
5. |
The Licensee shall ensure fair and equal conditions for each Roaming Licensee with regards to the provision of MRT services, including the following:
|
1) |
Discrimination prohibition-The scope, standard and quality of the services that a Roaming Licensee's subscribers shall receive shall not be less than those provided to the Licensee's subscribers; if
the Licensee distinguishes between types of its subscribers, with regards to the scope, standard or quality of its services, it shall allow the Roaming Licensee to make the same distinction between its subscribers;
|
2) |
Transfer-The Licensee shall enable the Roaming Licensee's subscribers to transfer in one direction, i.e.-from the Roaming Licensee's coverage area to the coverage area of the Licensee, in a continuous
manner, without disconnecting or interference to the call;
|
3) |
Advanced Network-The Licensee shall provide a Roaming Licensee with NR services through its most advanced network574 and
in the lowest frequency spectrum that it uses575, only if it does not have the said coverage, shall provide NR services through a higher frequency spectrum or
through a network from a previous generation576, and all in the same manner of preference as its own subscribers;
|
4) |
Service Variety-The Licensee shall enable a Roaming Licensee to provide the variety of services that the Roaming Licensee shall wish to provide to its subscribers' subject to the technical possibility
of the host licensee and in absence of any unreasonable burden on the host licensee;
|
6. |
The Licensee shall cooperate with the Roaming Licensee, including by the following:
|
1) |
Blocking sites-The Licensee shall block, in accordance with the Roaming Licensee's demand from time to time, the use by the Roaming Licensee's subscribers of the specific coverage areas of the
Licensee's sites, in which the Roaming Licensee has coverage.
|
2) |
Dynamic update-The Licensee shall update the Roaming Licensee on a regular basis with regards to the required data to support NR, based the needs of the Roaming Licensee and in accordance with the
expansion of its network, the changes of the Licensee's network, including traffic data per site, call detail records, billing data of a Roaming Licensee's subscribers, faults, system changes, etc, and the Licensee shall update its systems, as
so required, based on the network data of the Roaming Licensee;
|
3) |
Location data-The Licensee shall provide the Roaming Licensee with continuous location data in real time of the Roaming Licensee's subscribers that are within the coverage area of the Licensee; the
said location data shall not be less than that received for the Licensee's subscribers;
|
4) |
Visibility-The Licensee shall act, to the extent possible, so that the subscribers of a Roaming Licensee shall not be able to detect that they are receiving service from the Licensee;
|
5) |
Switching-The Licensee shall transfer all outgoing and incoming calls through the Roaming Licensee's network, in order to enable the Roaming Licensee to supply to its subscribers all of the services
that it wishes to provide, including signaling of calls that were not executed;
|
6) |
Smart network- The Licensee shall support, to the extent possible, smart network services provided by the Roaming Licensee;
|
7) |
Calls to emergency call centers-a call by a subscriber of a Roaming Subscriber to an emergency call center, that was initiated on the Licensee's network, shall be directly routed to the emergency call
center by the Licensee, unless the Roaming Licensee has the ability to route the call to the appropriate emergency call center according to the geographical location of the subscriber;
|
8) |
Fulfillment of statutory provisions-The Licensee shall cooperate with the Roaming Licensee in order to fulfill any statutory provisions following any law, to the extent that the said cooperation is
required due to the existence of NR;
|
9) |
Handling malfunctions-The Licensee shall handle malfunctions in its systems that are caused or could cause harm to the NR regarding the level of service agreed upon between the Licensee and the Roaming
Licensee577 or determined by the Ministry;
|
10) |
Prevention of transfer of information-The Licensee shall keep completely confidential all information regarding the Roaming Licensee, and shall prevent the transfer of any information regarding the
Roaming Licensee from its employees and anybody on its behalf that handles NR operations to any other entity of the Licensee, particularly its sales and marketing personnel.
|
7. |
With regards to NR, the Licensee shall act in accordance with the specifications. To the extent that a matter is not dealt with in the specifications, the relevant licensees shall act in accordance with the best engineering practice.
|
1. |
Preamble
|
1.1. |
The telecommunications market in Israel constitutes a vital national infrastructure both on a routine basis as well as in emergencies and hence requires the Licensee to be prepared to ensure the functional
continuity of operations during an emergency in order to continue to provide its services also during emergencies.
|
1.2. |
The License will implement a comprehensive work plan and ensure its durability to function during emergencies while ensuring the functional continuity for the provision of its services.
|
1.3. |
This Appendix constitutes the minimal operational framework for the Licensee in order to maintain functional continuity of operations during emergencies that includes a business continuity plan (BCP) and a disaster recovery plan for the
network (DRP).
|
2. |
Definitions
|
"Interim Site"
|
-
|
A site that includes sub-systems of the network for the performance of connection and control of end sites;
|
"Alternate Site"
|
-
|
A site that is maintained in a state of readiness and is designated for use during an emergency, in which the activity will continue to ensure functional continuity;
|
"Core Site"
|
-
|
A main site that includes central systems of the network including switch, databases, computer systems, storage and a control and management center;
|
"End Site"
|
-
|
A cellular radio base on an MRT Licensee network;
|
"Sharing Agreement"
|
-
|
An active frequency sharing agreement, as defined in Section 19A of the License;
|
"Recovery Target"
|
-
|
A target that the Licensee has determined to restore technological activity and support systems to a defined service level and within a defined period of time;
|
"Portable Site"
|
-
|
A portable end site;
|
"Functional Continuity"
|
-
|
Ensuring operation continuity of the Licensee's services, that includes a network recovery plan from a disaster and a business continuity plan;
|
"The Plan"
|
-
|
A plan for ensuring the functional continuity;
|
"Business Continuity Plan"
|
-
|
An activity plan that is executed by the Licensee during an emergency to ensure the functional continuity of processes that are defined as critical and of telecommunication, computerization and storage systems
(BCP).
|
3. |
Formulation of a plan for ensuring the functional continuity
|
3.1. |
The Licensee will formulate a Plan for ensuring the functional continuity that will assist during an emergency to ensure its ability to operate in a continuous manner, to mitigate the damage in provision of its services and to recover its
operations; the Plan will include at least the following matters:
|
(a) |
Analysis of risks to which it is exposed during an emergency, including a results analysis; repercussions and implications for the ongoing and standard work of the infrastructures and its services;
|
(b) |
Determination of service targets and Recovery Targets for emergencies, in accordance with the risk analysis and their implications for Functional Continuity and continued provision of its services;
|
(c) |
The guidelines that are detailed in this Appendix, including the different plans that are detailed in this Appendix, while addressing the roles and areas of responsibility of various functionaries in managing an emergency and upholding the
Plan in practice;
|
(d) |
Implementation of the Plan amongst the managers, employees suppliers and subcontractors.
|
4. |
Board of Directors and Management Responsibility
|
4.1. |
The Licensee's Board of Directors will approve the Plan, while addressing the Functional Continuity risks and control thereof, as part of the comprehensive framework of the general work for risk management and will guide the Licensee's
management to execute it.
|
4.2. |
The Board of Directors will discuss the Functional Continuity matters during significant technological changes and after a telecommunications failure event, a significant failure of the critical IT systems such as the billing system or the
customer relationship management (CRM) system, provided that the Functional Continuity matters will be discussed at least once a year.
|
4.3. |
The Licensee will appoint a Functional Continuity manager and will define the areas of his responsibility and authority that will include ensuring implementation of the Plan and adapting it to technological changes, the existence of an
assimilation plan, practice drills and lesson drawing as well as mapping and monitoring existing deficiencies and reporting thereon to the management.
|
4.4. |
The Plan will be audited periodically by the internal auditor or an executive office holder of the Licensee.
|
4.5. |
The Board of Directors and management will define periodic monitoring discussions, documentation and reporting format, within the Company.
|
5. |
Management of An Emergency Situation
|
5.1. |
The Licensee will appoint a senior authority to declare a transition from routine work to emergency work in a transition procedure from routine to emergency.
|
5.2. |
The Licensee will operate a situation room during an emergency that will include all of the required means to manage the situation, including alternative communication means that do not rely on the Licensee's network ("the Main Situation Room").
|
5.3. |
The Licensee will establish an alternative situation room at another site, at a distance of at least thirty (30) Km from the Main Situation Room; notwithstanding the aforesaid, at the Licensee's written request, the Director General may
approve establishing an alternative situation room at a closer location.
|
5.4. |
The situation room will be used by the Licensee's office holders to manage the situation and to operate the action plan for Functional Continuity.
|
5.5. |
The Licensee will appoint a team to manage the emergency situation that will be composed, inter alia, of office holders, key decision makers and professional people from the technology division
(communications and IT).
|
6. |
Manpower, Economic Immobilization and Emergency Economy
|
6.1. |
The Licensee will operate vis-à-vis the Ministry of Economics to obtain recognition as an essential enterprise in accordance with the Emergency Work Service Law, 1967.
|
6.2. |
The Licensee will prepare manpower for every operating sector thereof that will enable it Functional Continuity; The Licensee will validate the staff lists once a year.
|
6.3. |
The Licensee will ensure regular working conditions, and inter alia, in the following matters:
|
a) |
Food, water, sleep equipment for all of the manned sites;
|
b) |
Equipment, protection, food and water for all the field teams (field technicians/field maintenance);
|
c) |
Protected spaces/rooms (floor shelters/apartment shelters) and safe work areas.
|
6.4. |
The Licensee will maintain one armored vehicle that will enable the work of a field team. A Licensee that operates over 1,000 sites will maintain an additional armored vehicle; said vehicles will be owned by the Licensee or will be provided
through a supplier.
|
6.5. |
The Licensee will ensure transportation for its employees to and from its sites in accordance with the workforce that it determined for each area of activity as set forth in section 6.2
|
7. |
Continuity, Backup and Survivability of the Network and the Infrastructure
|
7.1. |
The Licensee's network will comprise of at least two Core Sites at a geographical distance of at least thirty (30) km; notwithstanding the aforesaid, the Director-General may, at the Licensee's written request, approve Core Sites at a
shorter distance.
|
7.2. |
The core systems of the network will operate on BCP architecture, insofar as the technology is made available by the equipment manufacturer.
|
7.3. |
The network core will be planned so that there will be no single point of failure, a malfunction in which causes the malfunction of the entire network.
|
7.4. |
The Licensee will operate a manned management and control center 24/7, 365 days a year, for the monitoring, control and operation of all of the network’s components.
|
7.5. |
The Licensee will set up an alternative management and control center at another geographic site at a distance of at least thirty (30) km; notwithstanding the aforesaid, at the Licensee’s written request, the Director General may approve
having an alternative management and control center at a shorter distance.
|
7.6. |
The alternative management and control center will include all of the management and control systems required for Functional Continuity of the Licensee’s services independently, and will be available for immediate action.
|
7.7. |
The Licensee will formulate a technological and engineering backup plan for the Core Sites which will enable Functional Continuity in the event of a Core Site failure.
|
7.8. |
The Licensee will formulate a technological and engineering backup plan for the Interim Sites which will enable Functional Continuity in the event of an Interim Site failure.
|
7.9. |
The Licensee will formulate a contingency plan (without actual rollout of additional infrastructures) which will be operated at failure events to link End Sites in accordance with criteria to be determined by the Licensee.
|
7.10. |
In the event of a failure at the Core Site or an Interim Site, the backup plans will allow additional reception of at least fifty percent (50%) of the disconnected End Sites.
|
7.11. |
The Licensee will formulate a plan for regular backup of data and information systems on a routine basis and in emergencies at another geographic site, at a distance of at least thirty (30) km; notwithstanding the aforesaid, at the
Licensee’s written request, the Director General may approve an Alternative Site at a shorter distance.
|
7.12. |
The Licensee will maintain backed up transmission infrastructures to link the Core and Interim Sites.
|
7.13. |
The Licensee will maintain four (4) Portable Sites which will substitute damaged End Sites, to expand coverage or increase capacity; such resources shall be owned by the Licensee. Notwithstanding the aforesaid, in the event that the Licensee
entered into a Sharing Agreement with another licensee, the Licensee may maintain the aforesaid together with the other licensee.
|
7.14. |
The Licensee will have the independent capacity to roll out and operate the Portable Sites, supply energy and transmission and connect them to the network within twelve (12) hours.
|
7.15. |
The Licensee will maintain reserve technical equipment for the entire technological system which will allow current continuous maintenance for at least three weeks, without the need to bring alternative equipment from overseas; such
equipment shall be owned by the Licensee.
|
8. |
Transmission Infrastructures
|
8.1. |
The Licensee will formulate a technological and engineering backup plan for the infrastructure and the transmission routes for Functional Continuity of the transmission services, through landline or wireless transmission.
|
8.2. |
The Licensee will formulate a technological and engineering backup plan for the transmission infrastructure connecting the network to the core facilities of another general licensee and any licensee through which it provides the internet
access service.
|
9. |
Energy and Electricity Infrastructures
|
9.1. |
The Licensee will prepare for energy and electricity backup, as specified below, for which purpose it may use a supplier:
|
(a) |
Core Sites – alternative supply of electricity through batteries, generators, diesel oil containers and supply of diesel oil for continuous operation of at least forty-eight (48) hours;
|
(b) |
Interim Sites – alternative supply of electricity through batteries, generators, diesel oil containers and supply of diesel oil for continuous operation as specified below:
|
(1) |
An Interim Site which connects more than thirty-two (32) End Sites – for twenty-four (24) hours;
|
(2) |
An Interim Site which connects up to thirty-two (32) End Sites – for twelve (12) hours.
|
9.2. |
The Licensee will prepare for energy and electricity backup at the End Sites for an alternative supply of electricity through batteries for two hours for each End Site whose activity is required to meet the coverage level set forth in the
provisions of the license; such batteries shall be owned by the Licensee.
|
9.3. |
The Licensee will maintain at least six (6) generators for continuous operation of End Sites in the event of a power outage; such generators shall be owned by the Licensee. Notwithstanding the aforesaid, in the event that the Licensee
entered into a Sharing Agreement with another licensee, the Licensee may maintain the aforesaid together with the other licensee.
|
9.4. |
The Licensee shall enter into an agreement with a subcontractor for the repair and transportation of generators in emergencies.
|
9.5. |
The Licensee shall enter into an agreement with a supplier for the supply of diesel oil for fuelling in emergencies.
|
10. |
Data and System Protection
|
10.1. |
The Licensee shall formulate a data and system protection plan which shall include protection procedures and responses to data protection events.
|
10.2. |
The data and system protection plan will be determined in accordance with the instructions of the Ministry and the security forces.
|
10.3. |
The Licensee will determine the work procedures and rules for remote access upon a data systems event as part of the plan to ensure Functional Continuity.
|
11. |
Suppliers and Subcontractors
|
11.1. |
The Licensee will ensure that the engagement agreements with the suppliers and the subcontractors regulate the duty of the supplier and the subcontractor to provide the services required by the Licensee to ensure Functional Continuity in
emergencies.
|
11.2. |
The agreements shall include a plan to ensure Functional Continuity of the supplier and the subcontractor, including manpower and the resources required to provide the service.
|
11.3. |
The agreements shall include the participation of the supplier and the subcontractor in drills.
|
12. |
Reinstatement of Service in Emergencies
|
12.1. |
In the event of a significant service interruption in an emergency, the Licensee will reinstate the service according to the reinstatement of service procedure; insofar as possible, the procedure will give priority to the reinstatement of
service to vital bodies, including security forces and emergency services, hospitals, emergency centers and government ministries.
|
12.2. |
The procedure will be formulated such that reinstatement of the telecommunication services will be according to the order specified below:
|
(a) |
Dialing and maintaining a voice call between subscribers of the Licensee and between its subscribers and the subscribers of another license holder;
|
(b) |
National and personal messaging (cell broadcast);
|
(c) |
Data services;
|
(d) |
Sending SMSs between subscribers of the Licensee and between its subscribers and the subscribers of another licensee;
|
(e) |
The other services.
|
13. |
Restoration of the Service
|
13.1. |
The Licensee will formulate a plan for restoration of its services which includes the following stages:
|
(a) |
Immediate restoration – preplanned restoration; such restoration will be carried out within a very short time and almost automatically;
|
(b) |
Interim restoration – utilization of existing surplus capacity, including available alternative machines; such restoration will be carried out within several days;
|
(c) |
Long-term restoration – installation of new systems; such restoration will be carried out within weeks or months and is contingent on available equipment at the supplier and installation and
construction capabilities.
|
13.2. |
According to the restoration plan, the service level of the various services provided by the Licensee will be determined.
|
14. |
Assimilation and Practice
|
14.1. |
The Licensee will implement the plan to ensure Functional Continuity among its employees by instructing and training them.
|
14.2. |
The Licensee will formulate a periodic practice drill plan which includes all of the scenarios and the critical processes included in the plan to ensure Functional Continuity.
|
14.3. |
The Licensee will carry out, within the company, a practical and comprehensive drill, once a year, with the participation of an internal control team which shall examine the Licensee’s emergency preparedness; the Licensee will notify the
Ministry of the date of holding of the drill at least thirty (30) days in advance thereof and will allow the Ministry’s representatives to attend the same.
|
14.4. |
The conclusions of the drill will be provided to the Licensee’s management to study and examine required updates to the plan to ensure Functional Continuity; the conclusions of the drill will be provided in writing to the Director General
within thirty (30) days after the holding of the drill.
|
15. |
Procedures
|
15.1. |
The Licensee will formulate designated procedures for various emergency scenarios in the framework of the plan, as specified below:
|
(a) |
Procedure for handling malfunctions and irregular events in emergencies and recovery therefrom;
|
(b) |
Procedure for skipping and transition to an alternative management and control center;
|
(c) |
Procedures for backup and survivability of Core and Interim Sites;
|
(d) |
Operation of portable resources procedure;
|
(e) |
Procedure for reporting to the Ministry in emergencies;
|
(f) |
Procedure for operation of the customer service system in emergencies;
|
(g) |
Procedure for protection and response against data protection events;
|
(h) |
Procedure for reinstatement of service in emergencies;
|
(i) |
Procedure for transition from routine to emergency.
|
15.2. |
The procedures will be approved by relevant office holders at the company and will be updated once a year.
|
1. |
Formulation of a plan for managing the defense against cyber incidents
|
1.1 |
The Licensee shall formulate a plan for managing its defense against cyber incidents, which shall help it contend during cyber incidents, ensure its ability to maintain continuity of operations, limit the adverse impact on the provision of
its services and reinforce its operations; the plan shall include at least the following topics:
|
a. |
Mapping of the cyber assets whose proper functioning is required in order to ensure the operating continuity of the processes defined as critical and of the Licensee’s core systems;
|
b. |
Analysis of the cyber risks to which the Licensee is exposed, including an analysis of the results, implications and significance of the routine work and the standardization of the infrastructures and of its services;
|
c. |
Definition of service targets and recovery targets in the event of a cyber incident according to the risk analysis, and their significance to operational continuity and the continued provision of its services;
|
2. |
Responsibility of the board of directors and the management
|
2.1
|
The Licensee’s board of directors shall approve the cyber defense management plan at least annually, while referring to the organization’s outline of its cyber threats and the controls that
it has to implement for them as part of the comprehensive work framework for managing cyber defense, and shall instruct the Licensee’s management to implement it.
|
2.2
|
The board of directors shall discuss topics of cyber threats and defense management when making significant technological changes and subsequent to a cyberattack or material exposure of
information security, and provided that the organization’s cyber security policy is discussed at least annually.
|
2.3
|
The Licensee shall appoint a cyber defense officer and shall define his spheres of responsibility and his authorities, which shall include verification of the cyber defense management plan
and its compatibility with technological changes, the existence of an assimilation plan, the existence of exercises and the drawing of conclusions, and mapping and monitoring of gaps and reporting them to the management.
|
2.4
|
The plan shall be audited periodically by the internal auditor or senior officer of the Licensee.
|
2.5
|
The board of directors and the management shall define the format of reporting, documentation and periodic monitoring discussions inside the company.
|
1. |
581System Performances582
|
1.1
|
Definitions:
|
1.2
|
Milestones for the establishment of the network:
|
City
|
Statistical Region number
|
Statistical Region classification
|
Community in central Israel/ outlying regions
|
Expected rollout date
|
1.3
|
Minimum Requirements of the Obligation Network Coverage:
|
(a) |
In the 3 generation technology:
|
(1) |
The performance and services of the network will be provided while meeting the coverage level and shall be no less than the following minimum requirements:
|
(1) |
5G Service Area: area to be comprised of a mix of Statistical Regions according to the Central Bureau of Statistics’ classifications, and provided that the mix of regions will lead to cumulative points according to the legend specified
hereunder; points shall be given for completing the rollout as specified hereunder in clause (2) in the said Statistical Regions according to the table below; the total points shall not be less than 500 points.
|
(2) |
Completion of a rollout in a Statistical Region shall be defined in the following manner:
|
Classification of a Statistical Region according to CBS classifications
|
Community in central Israel
|
Community in outlying regions
|
Residential
|
1 point
|
2 points
|
Open area
|
2 points
|
3 points
|
Institutional
|
||
Public complex
|
3 points
|
4 points
|
Industry
|
(2.1) |
By Stage 3:
|
((a)) |
Statistical Region classified as a residential area according to the CBS classifications – coverage level of at least 80% of the Population residing in that area.
|
((b)) |
Statistical Regions classified as nonresidential areas according to the CBS classifications – coverage level of at least 80% of the area of that Statistical Region.
|
(2.2) |
Stage 4:
|
((a)) |
Statistical Region classified as a residential area according to the CBS classifications – coverage level of at least 99% of the Population residing in that area.
|
((b)) |
Statistical Regions classified as nonresidential areas according to the CBS classifications – coverage level of at least 95% of the area of that Statistical Region.
|
(3)
|
After a rollout in a Statistical Region as stated has been completed, and reported as stated in clause 1.2(b)(4)((b))(4), the Licensee shall not be allowed to eliminate a Statistical Region that it had
reported, except subject to the Director’s approval, and provided that it complies with the minimum requirements under the obligation to rollout a 5G System at frequencies of 3,500-3,800 MHz for service using the broad frequency band
specified in this clause. The Director shall exercise his authority while considering, inter alia, the harm to be caused by discontinuing the provision of the service.
|
1.4
|
Service Quality:
|
(a) |
Blocked Calls and Dropped Calls 591using 2G or 3G or VoLTE technology:
|
(1) |
A percentage of Blocked Calls at peak times shall not exceed two percent (2%) and the percentage of Dropped Calls at peak times shall not exceed two percent (2%);
|
(2) |
Up to ten percent (10%) of all sectors shall allow for deviation beyond two percent (2%).
|
(3) |
Amount of Blocked and Dropped Calls shall be measured in the following manner:
|
(b) |
Reception Level:
|
(1) |
The reception level of a reference signal for 3rd generation services will be determined according to the most updated standards of ETSI/3GPP for 3rd generation, so that the provision of telephony services will be
possible for coverage outdoors, according to the limiting channel of the upward and downward channel;
|
(2) |
The reception of a reference signal for 4th Generation services to networks on a broadband of 15/20 MHz of signals received from descending/upward channel, according to the limiting of the two, under the ETSI593 standard,
according to a bandwidth of 5 MHz, shall be:
|
4th Generation network
|
Reception Range (dbm)
|
Descending Channel
|
Upward Channel
|
1800 frequencies
|
-101.5 (Site in open area)
|
Mhz
|
-93.5 (site in constructed area)
For indoor coverage – relief of 20db.
|
5G Network
|
Reception threshold (dBm)
|
Type of area
|
|
Decreasing channel
|
Increasing channel
|
||
Frequencies of 3,500-3,800 MHz
|
- 98.5
|
-101.5
|
Open
|
-93.5
|
Built-up
|
(c) |
Service provision pace:
|
(1) |
Canceled;
|
(2) |
In regards to the proper existence of data communications in 4th Generation, the record data pace per sector in the descending channel/upward channel:
|
Table 1
|
Record data pace (Mbps) in a network of 20 megahertz bandwidth
|
Data Upload
|
At least 100
|
Data Download
|
At least 50
|
Table 2
|
Record data pace (Mbps) in a network of 15 megahertz bandwidth
|
Data Upload
|
At least 80
|
Data Download
|
At least 40
|
5951A. |
LTE Technology Network
|
1.1a |
Definitions |
"Population" | - |
The general population in an area, according to the publications of the Central Bureau for Statistics;
|
"Coverage Ratio" | - |
The ratio between the rate of households in Periphery Settlements and the rate of households in Central Settlements;
|
"Central Settlements" | - |
A settlement that is defined by the Central Bureau for Statistics as a settlement at a "middle" level, at a "central" level and a "very central" level;
|
"Periphery Settlements" | - | A settlement that is defined by the Central Bureau for Statistics as a settlement at a "very peripheral" and "peripheral" level; |
"Road" | - |
The area (length x width) of every road whose number is up to 4 digits inclusive as well as the route of the national and local train tracks in the area of the State of Israel, during the License term; The width of the road or the
route of the national and local train tracks will include the width of the road/actual route+5 meters on each side of the road/route;
|
"Population Concentration" | - | An area in which from time to time or continuously there is population concentration, for example designated beaches, sports stadiums, parks, nature reserves, markets, etc. | |
"Coverage Level" | - |
Broadcasting and reception of electromagnetic signals that allow normal existence of any service for cellular handsets that are 1.5 meters above sea level;
For this matter-normal existence of a service will be considered a service that is provide in the coverage level, while complying with minimum requirements for environmental matters as set forth in this
article;
|
"Area" | - |
The total area that the Law, jurisdiction and administration of Israel apply to;
|
"Blocked Calls" | - |
Calls and data communication or interconnections that cannot be completed or messages that cannot be relayed immediately upon the communications order as a result of unavailability of network resources or resources related to
interconnection between the network and other networks;
|
"Dropped Calls" | - | Calls and data communication or interconnections that were terminated not by the initiative of the Subscriber that initiated the call/interconnection or the receiver of the call. |
1A.2 |
Deployment obligations for the LTE technology network
|
(1) |
Will submit a deployment plan for the LTE technology network in the format set out in the provisions of this Appendix no later than thirty (30) days after the determination date; The deployment plan will become an integral part of the
engineering plan. In this article, "the Determination Date"- July 15, 2014.
|
(2) |
The deployment plan will include the following data:
|
a) |
It will include details of all the settlements in the country, according to the publications of the Central Bureau for Statistics, divided into two groups- settlements in the center and settlements in the periphery; next to each settlement
the number of households in that settlement should be marked and it should also note the total number of households in central settlements and in periphery settlements; next to each settlement it should note the planned date for finishing
the deployment plan with respect to that settlement;
|
b) |
It will note all the Roads, according to the publications of the Central Bureau for Statistics; next to each Road it will note the Road number and the planned date for finishing the deployment plan on the Road.
|
(3) |
The Licensee may update the deployment plan and change the order of the settlements or Roads in which the network deployment is planned, by giving the Director notice of this up to 30 days before the date that was planned for the
deployment as long as the updated deployment plan complies with the provisions of this Appendix.
|
(4) |
The deployment speed shall be as follows:
|
a) |
The Licensee will deploy the network at a deployment ratio that shall not be less than one (1).
|
1A.3 |
Synchronization of clocks
|
2. |
Gauges of Quality of Service to Customers and Subscribers
|
2.1 |
Cancelled596
|
2.2 |
Cancelled597
|
2.3 |
Bills to Subscribers:
|
(a) |
Subscribers' bills shall set out:
|
(1) |
a monthly charge (fixed payment)
|
(2) |
conversation duration or airtime duration (minutes, seconds)
|
(3) |
volume of data consumption (kB, MB) - if the service provided is priced in accordance with data transfer volume.
|
(4) |
other charges (such as for receipt of information, SMS transmission, M-Commerce)
|
(5) |
a combination of the above billing methods.
|
(b) |
Structure of the Bill:
|
(1) |
After payment, the bill shall act as a receipt which includes:
|
(2) |
The Licensee may include information regarding special offers and personal notices to the Subscriber.
|
(c) |
Issue and Dispatch of Bills
|
(1) |
The Licensee shall issue bills to its Subscribers on a monthly basis or at such other time, with the consent of its Subscribers.
|
(2) |
A subscriber that wishes to disconnect from the Licensee shall receive a final bill at the closest possible date and no later than two months after the date of disconnection598. A Subscriber wishing to disconnect from the Licensee shall receive a final bill on the nearest possible date, and no later than two months after the date of disconnection.
|
(3) |
599
|
(4) |
After collecting the amount for payment as detailed in the final bill, the Licensee shall not be permitted to collect from the subscriber, by a method of payment that the subscriber gave, any payment that is not for goods, without prior
written explicit consent from the subscriber. The Licensee shall keep a copy of the subscriber's consent, and shall make it available for delivery to the Director, upon his demand, within five (5) working days from the day it was delivered to
the Licensee.
|
(a) |
The level of handling complaints in writing-the response times to the complaints shall be no more than 14 working days, and 5% of the applications should be answered within one month.
|
(b) |
Gauges for the quality of service for service centers-
|
- |
90% of the applications should be handled directly by the service representatives, until resolved.
|
- |
No more than 10% of the applications, of which some will arise from the escalation of complaints, should be referred to higher levels.
|
(c) |
Applications that will be handled by the higher levels-in any case where the reply of the Ombudsman602 does not satisfy the applicant, the application shall be
referred to the management level that will re-examine the application and will directly respond to the applicant. In any case, the applicant shall receive an answer within thirty days from the date of his application.
|
(d) |
The Licensee shall not make use of a telephone number in an MRT area code for the purpose of the Ombudsman receiving complaints via facsimile.
|
6032.5 |
Manner of Execution of a Computerized Graphic Signature
|
(a) |
Subscriber identification- The Licensee shall perform identification of a subscriber before revising the subscriber agreement or signing a new subscriber agreement, by means of an identifying document
that bears a photograph or a power of attorney together with an identifying document of the legal representative.
|
(b) |
Use of a Digital Screen- The Licensee shall allocate for the subscriber's sole use a digital screen during the duration of the transaction until its completion and shall allow the subscriber a
reasonable amount of time to review the entire agreement and to understand its contents before he is required to sign it.
|
(c) |
Signature of the Subscriber-marking "form for services access" and a signature on the documents relevant to the agreement shall only be done by the subscriber.
|
(d) |
Fixed Signature-each separate signature shall be locked and fixed in place with its unique characteristics, in a manner that enables being able to prove that this signature is not a result of "cut and
paste" of another signature of the subscriber that was signed elsewhere in the subscriber agreement or on other documents. In addition to the aforesaid, each signature will have an additional layer of information that will document the exact
time of the signature (date and exact time in seconds).
|
(e) |
"Locking" of an Agreement- once the entire agreement is signed, the agreement document will be "locked" in a manner in which it will be possible to identify a change made to the agreement after the
date of its signature. "Locking" of an agreement by a secure electronic signature or approved electronic signature (hereinafter-electronic signature) of the Licensee, as defined in the Electronic Signature Law, 2001, immediately after it has
been signed by the subscriber, shall be considered as a reasonable means of locking the agreement and protecting it from changes.
|
(f) |
Document Preservation-The Licensee shall preserve documentation of all of the agreement documents in accordance with the requirements of Article 106A604 of its license and shall take reasonable means to prevent the addition or removal of documents to the electronic archive system in an undocumented manner. The Licensee shall take necessary steps to ensure
that that the contents of the agreement are preserved without changes from the date of its editing throughout the preservation period, while taking into account technological changes or changes in encryption methods that are used for preserving
documents. The Licensee will be able to prove to the Ministry at any time that it has taken the said steps and procedures.
|
(g) |
Receipt of a Copy of the Subscriber Agreement-
|
(1) |
The subscriber may choose from two possibilities for receiving documents at the time of execution of the transaction (by marking x in one of two boxes):
|
(a) |
First box-receipt of only the "the Plan Basics page"605;
|
(b) |
Second box-to receive the entire signed agreement.
|
(2) |
The subscriber shall confirm his choice with his signature. The signature place shall be next to the above 2 boxes.
|
(3) |
A subscriber that requests to receive only the Plan Basics page606, will need to mark his e-mail address or fax number to which the entire signed agreement will
be sent (including the Plan Basics page607").
|
(4) |
The sales representative shall type in the e-mail address or fax number, to where the entire agreement will be sent (from his keyboard).
|
(5) |
The address or fax number shall appear under and next to the above boxes.
|
(6) |
The subscriber shall confirm by his additional signature that this is his e-mail address or fax number to where the entire agreement will be sent.
|
(7) |
As a result of the above-mentioned: a subscriber that does not have an e-mail address or fax number shall receive the entire agreement at the time of execution of the transaction.
|
(h) |
Identification of the Representative-each agreement shall include an unequivocal identification of the representative (full name and signature).
|
(i) |
The Licensee shall maintain a signed copy of the subscriber agreement; the said copy shall be available at the Licensee to be presented to the Director, within five (5) working days from the date of the transaction;
|
(j) |
If the subscriber wishes to make changes to the terms of the subscriber agreement, including a request to receive an additional service, to cancel a service or to join a service package- at the time of the change request a printed notice
shall be given to the subscriber that bears the name or logo of the Licensee in which the details of the changes made shall be noted, the effective date as well as the full names of the Licensee's representative and the subscriber and their
original signatures. The Licensee shall maintain a copy of the signed notice and make it available to be presented to the Director, within five (5) working days from the date of execution of the subscriber's request.608
|
(k) |
Door to Door Sales-The above detailed rules shall apply also to door to door sales.
|
(l) |
609Purchase/rental of MRT Terminal Equipment without purchasing MRT Services – the rules specified above shall also apply to a transaction of this type, apart
from that stated in subclause (g). The purchase agreement and the tax invoice must be delivered to the applicant at the time the transaction is executed
|
(a) |
“Billing Summary”;
|
(b) |
“Billing Details” including:
|
1) |
Details of fixed charges, variable charges, one-time charges, credits and reimbursements, within the meaning in section 8 E of this Appendix;
|
2) |
Information on usage patterns;
|
(c) |
“Call Details”.
|
1) |
First name;
|
2) |
Surname;
|
3) |
Address and email address612;
|
4) |
Customer number;
|
5) |
Telephone number and/or PRI line number by means of which the services on account of which the Bill is presented to the subscriber were provided;
|
1) |
Company name;
|
2) |
Company management address;
|
3) |
Customer service telephone and facsimile numbers;
|
4) |
Company website address.
|
1) |
Bill execution date;
|
2) |
Manner in which the Bill was sent;
|
3) |
Bill period;
|
4) |
Last date for Bill payment - in respect of a Bill not paid by standing order or by credit card;
|
5) |
The date that the method of payment will be charged- in respect of a Bill not paid by standing order or by credit card;
|
(a) |
“Billing Details” will include general information on the tariffs plan according to the terms of which the subscriber is charged, including the date on which the tariff plan takes effect, detailing its principal rates, including VAT, insofar
as the amount of the payments or tariffs for the services purchased by the subscriber are to be changed, the licensee shall indicate the amount of the new payments or rates for the said services or the amount of the said benefits, including
VAT, or the quantities of new consumption units and the date of entry into effect.620
|
(b) |
If the subscriber’s agreement includes a commitment period the licensee must note on every bill in the “Billing Details” the following details:
|
1) |
The duration of the commitment period and its date of expiration; the provisions of this subsection shall not apply in respect of a transaction where there is no obligation to give a collection notice as stated in section 13A(d)(2)(b) of the
Consumer Protection Law, 5741-1981.
|
2) |
The payment the subscriber will be asked to pay if he requests to terminate his agreement with the licensee prior to the expiration of the commitment period to the company or the tariff plan (“Exit Fee”)
in the course of the billing period following the present billing period (hereinafter referred to in this Appendix as the “Subsequent Billing Period”). In the event that the amount of the Exit Fee changes
throughout the Subsequent Billing Period, the time point of reference for determining the amount of the Exit Fee shall be the middle of the Subsequent Billing Period (see Example 1).
|
3) |
Cancelled621
|
4) |
The licensee will present to the subscriber written details in respect of the mode of calculation of the Exit Fee within 14 days of the date the subscriber submitted a request to the licensee’s customer service center or the Ombudsman.
|
(c) |
“Billing Details shall be presented by means of a table composed of columns and rows, as set forth in the Examples.
|
(d) |
Each service provided to the subscriber in the course of the Billing Period shall be presented in the “Billing Details” in a separate row, with the following details:
|
1) |
Name of service; the name of the service shall identify as clearly and as accurately as possible, the service provided to the subscriber; respecting a service provided to the subscriber not by means of the licensee, the licensee shall
present the details of the service provider, including its name and a telephone number by means of which it can be contacted;
|
2) |
Quantity for service unit622623; quantity measured in time will be presented in
the form of mm:ss (minutes: seconds). Quantity measured by data volume will be presented as a decimal number in MB to a degree of accuracy of at least 3 digits after the decimal point. The quantity of internet pages viewed or text messages will
be presented as a natural number.
|
3) |
Tariff for service unit624; the tariff will be presented as a decimal number in New Israeli Shekels, to a degree of accuracy of at least 3 digits after the
decimal point. The tariff is composed of several payment components, such as one tariff for the licensee’s services and a second tariff for reciprocal link or for international phone service, will also be presented as one inclusive tariff (see
Examples 1 and 2).
|
4) |
The charge amount; the charge amount will be calculated by multiplying the quantity by the tariff and will be presented as a decimal number with an accuracy of 2 digits after the decimal point.626
|
5) |
In the event that there is also a fixed charge for each individual call, the number of calls made and the fixed tariff per call shall also be presented in the same row and the charge amount shall be calculated by multiplying the number of
calls by the fixed charge tariff per call plus the quantity multiplied by the tariff (see Example 4).
|
(e) |
The “Fixed Charges”, "variable charges"627, “One-Time charges”, “Credits”, and “Reimbursements” and "Linkage differences and interest"628 as specified in
sections 60.8 and 83A, shall each be presented in the “Billing Details” in a separate group (see Examples 3 and 5).
|
(f) |
The licensee shall notify the subscriber in the Bill of his option to request written details in respect of the mode of calculation of the “One-Time Charge”; the licensee will furnish the subscriber with such written details within 30 days
of the date of submission of a request by the subscriber on the matter to the licensee’s customer service center or the Ombudsman (see Examples 3 and 5).
|
(g) |
Charges will be noted in the “Billing Details” for sale of goods that were purchased or rented as part of an agreement to receive MRT services629 and charges
for services which are not telecommunication services.
|
(h) |
The “Billing Details” shall include subtotals of charge amounts inclusive630 of VAT, for fixed charges, variable charges, One-Time Charges, Credits and
Reimbursements (“Subtotal Row”). The amount to be charged in each Subtotal Row will be moved from "Bill Details" to "Bill Total"631.
|
(i) |
The final charge amount will be presented inclusive of VAT632.
|
(j) |
Cancelled633
|
(k) |
All charge amounts appearing in the “Billing Details” will be presented as a decimal number in New Israeli Shekels to a degree of accuracy of two digits after the decimal point634.
|
(l) |
The Licensee is not permitted to present in the Billing Details tariffs and amounts to be charged without VAT.635
|
(a) |
The rate of utilization of each package of services included in the tariffs plan to which he is a subscriber, including packages of services granted to a subscriber within the scope of the fixed charge including international roaming
packages636;
|
(b) |
Details of charges according to categories of services;
|
(c) |
Distribution of call minutes and text messages according to categories of licensees on whose network the call was completed (internal network, external network according to category of licensee - mobile radio-telephone, internal domestic
fixed line telephony).
|
(a) |
“Call Details” shall include information about all the services provided to the subscriber in the period to which the Bill relates.
|
(b) |
Each “category of service” shall be set forth in a separate group under the heading of the service name, with each item in the “category of service” being presented in a separate row, pursuant to the provisions of subsection 11E. Respecting
PTT services, no details are required for each call separately.
|
(c) |
Presentation of data in relation to each “category of service” appearing in the “Call Details” will be carried out in ascending chronological order.
|
(d) |
“Call Details” will be presented in table format pursuant to the details in the Examples.
|
(e) |
In respect of each item appearing in the “Call Details”, at least the following data shall be noted:
|
(e1)
|
642 Notwithstanding the provisions of sub-clause (e), the license holder is permitted to not present details of the cellular data consumed daily but rather only the total volume of cellular data
consumed daily. The Licensee shall keep a record of cellular data details consumed daily and will submit them to the subscriber at his request.
|
(f) |
The tariff presented shall be the tariff according to which the subscriber is charged, viz., for example, after a discount, if any, the cheaper tariff offered to the subscriber within the scope of any offer, etc.
|
(f1)
|
643 The Licensee is not permitted to present in the call details tariffs and amounts charged without VAT.
|
(g) |
The quantity, tariff and charge amount will be presented in adjacent columns if possible, so that the quantity multiplied by the tariff will give the charge amount. If there is also a fixed charge per call the quantity of calls made and the
fixed charge per call shall be presented and the charge amount will be calculated by the quantity of calls multiplied by the fixed charge tariff per call plus the quantity multiplied by the tariff (see Example 4).
|
(h) |
Quantity measured by time will be presented in the form of mm:ss (minutes: seconds); quantity measured by data volume will be presented as a digital number in MB, while the data volume allocated to a subscriber for the bill period is up to
1GB and in GB when the data volume allocated to a subscriber for the bill period is more than GB644 to a degree of accuracy of at least 3 digits after the decimal
point; the quantity of internet pages viewed or text messages will be presented as a natural number.
|
(i) |
Any “Category of Service” appearing in the “Call Details” will include a summary row in which will be set forth only645 the total quantity for which the
subscriber is charged 646(hereinafter referred to in this Appendix as the “Subtotal Row”). The total quantity in the
Subtotal Row will be moved from the "Call Details" to the "Bill Details".647
|
(j) |
Cancelled.648
|
(k) |
The presentation of each Subtotal Row shall be made in a prominent manner.
|
(l) |
A call whose tariff is variable in the course of performance thereof, such as a transition from off-peak to peak rate or from peak to off-peak rate, a change in tariff in the course of the conversation, including a conversation starting
within the scope of a “pay as you go” program and exceeding the minutes in the course of performance thereof, will be presented within the scope of “Calls at Variable Tariff in the Course of a Call”; the tariff will be presented under the
column “Average Tariff” and will be calculated by dividing the charge amount into the quantity (see Example 5 - Version A). A call whose tariff is variable in the course of performance thereof may also be presented in another form in which the
charge tariff, the quantity and the charge amount, as well as the total charge of the call will be presented in respect of each segment of such call (see Example 5 - Version B).
|
(m) |
The licensee may provide a subscriber making an express request, with Call Details in chronological order in which the calls were provided with no separation between categories of services, provided that it notifies the subscriber within the
scope of the “Call Details” that he may receive “Call Details” also pursuant to the format determined in section 11(b).
|
No.
|
Type of Service
|
Block
|
Open
|
||
1.652
|
International cellular data service without a package/international cellular data plan
|
o
|
o
|
||
(a) This section is intended only for a business subscriber;
|
o
|
o
|
|||
(b) A subscriber who finances cellular data from his own pocket will be blocked for international cellular data and will not be charged for it and he does not have a package/international cellular
data plan;
|
o
|
o
|
|||
(c) Blocking does not prevent cellular data through WiFi;
|
o
|
o
|
|||
(d) Marking "Open" in this section does not include the opening for services in Jordan and Egypt.
|
o
|
o
|
|||
1A.653
|
Cancelled
|
o
|
o
|
||
2.
|
Content service
and/information in or in a one-time payment
|
a.
|
Receipt or download of content through the internet, watching it and/or listening to it on a one time basis (for example: download or watching a video
clip, listening to a song, download of a ringtone, download of a video clip, download of a game and all on a one time basis)
|
o
|
o
|
b.
|
Sending of an sms at a special date in order to vote as part of a televised show on a one time basis (for example: voting for a reality show on a one
time basis).
|
o
|
o
|
||
c.
|
Making a donation by sending an sms on a one time basis (for example: a donation to an organization on a one time basis)
|
o
|
o
|
||
d.
|
Receipt of useful654
information on a one time basis (for example: information about transportation routes, professionals, financial information, information regarding receipt of registered mail655, and all on a one time basis).
|
o
|
o
|
||
e.656657
|
Receipt of content on a one time basis (for example: a quiz, lottery,
survey, poll, astrology forecast, receipt of a link to download a video and all on a one time basis)
|
o
|
o
|
||
3.
|
Content service
and/or
continuous information
|
a.
|
Receipt or download of content through the internet, watching it and/or listening to it on a one time basis (for example: a subscription to download or
watch a video clip, a subscription for a music service, or a subscription to download ringtones or a subscription to download video clips and a subscription to download games)
|
o
|
o
|
b.
|
Receipt of content and/or information not on a one time basis (for example: a subscription for the receipt of news updates, a subscription for the
receipt of sports results, a subscription for the receipt of trivia questions and a subscription for the receipt of diet recipes)
|
o
|
o
|
||
4.
|
Voice or visual content service to 1-900 and 1-901 numbers at a special tariff
|
o
|
o
|
||
a.
|
Numbers in the 1-900 prefix at a rate of up to 50 agorot per minute And not more than NIS 30 for the entire conversation.
|
o
|
o
|
||
b.
|
Numbers in the 1-901 prefix at a tariff that does not exceed NIS 50 for the entire conversation.
|
o
|
o
|
||
5.
|
International call service658
|
o
|
o
|
||
6.
|
Cancelled659
|
o
|
o
|
||
By signing this agreement in the presence of a Licensee representative-I declare that this form was marked and signed
by myself
Name of Licensee representative:______________Signature of Licensee representative________________
Subscriber Signature__________________
|
Questionnaire on the mode of receipt of the Bill and on publishing the telephone number/s, which are
billed in the Bill, in the telephone directory (“144”) and on the internet
|
||
Licensee’s name
Methods for sending the Questionnaire:
Address
Electronic mail address
Facsimile no.
|
||
Date: ____________
|
||
I, according to my details listed below, request to receive the Bill and to publish my telephone number/s, which are billed in the Bill, in the telephone directory (“144”) and on the internet, as follows:
Subscriber’s details
Name of the Subscriber/Company: _________________ ID/Co. no. ________ Address: __________________
Mark your choice with an x, complete as needed and sign.
|
||
1.
|
Mode of receipt of the Bill
☐ Regular post
☐ Electronic mail with a file attached
☐ Text message (SMS) with a link – telephone number:
☐ The Licensee’s website
☐ Other electronic means at the Licensee’s discretion
|
|
2.
|
Publishing the telephone number/s, which are billed in the Bill, in the telephone directory (“144”) and on the internet
☐ All telephone numbers – unlisted
☐ All telephone numbers – published
☐ Particular telephone numbers – unlisted; and the rest – published
The unpublished / published telephone numbers (mark your choice) are:
_________, __________, ____________, ____________, _____________
And the rest are unlisted / published (mark your choice).
|
|
In this engagement, in the presence of a representative of the Licensee – I declare that I marked and signed this form
Name of Licensee’s representative: ___________ Signature of the Licensee’s representative: ___________
The Subscriber’s signature: _______________
|
1.
|
Staffing of a telephone call center
|
||
(a)
|
A telephone call center for handling Subscribers’ calls regarding any malfunction in the receipt of MRT Services, regarding theft or loss of MRT Terminal Equipment and regarding international roaming service shall
be staffed twenty-four (24) hours a day all year round; the Licensee is allowed to not operate a telephone call center as stated on Yom Kippur.
|
||
(b)
|
A telephone call center for the purpose of accepting calls about the Licensee’s services, which are not calls as stated in subclause (a) shall be staffed as follows:
|
||
(1)
|
For at least ten (10) hours as of 08:00 a.m. on weekdays, on the eve of Holocaust Remembrance Day, on Holocaust Remembrance Day and on the eve of the Memorial Day for
the Fallen Soldiers of Israel and Victims of Terrorism;
|
||
(2)
|
For at least five (5) hours as of 08:00 a.m. on Fridays, on the eve of Rosh Hashanah, on the eve of Yom Kippur, on the eve of Sukkot, on the intermediate holiday days of Sukkot, on Hoshana Raba, on
the eve of Passover, on the intermediate holiday days of Passover, on the seventh evening of Passover, on the Memorial
Day for the Fallen Soldiers of Israel and Victims of Terrorism and on the eve of Shavuot.
|
||
(c)
|
The Licensee is allowed to not operate a telephone call center, as stated in subclause (b) on Saturdays and on the following Israeli holidays: on the two days of Rosh Hashanah,
on Yom Kippur, on the first day of Sukkot and on Shmini Atseret, on the first and seventh days of Passover and on Shavuot, on Independence Day, on the parliamentary election day and on the general election day to the municipal authorities662.
|
2.
|
Publishing of information about the activities of telephone call centers
|
||
(a)
|
The Licensee must publish the information about the activities of all of its telephone call centers clearly and conspicuously in each of the following:
|
||
(1)
|
in the engagement agreement between the Licensee and Subscribers;
|
||
(2)
|
on the Licensee’s website;
|
||
(3)
|
in every Bill to be issued by the Licensee;
|
||
(4)
|
in documents sent on the Licensee’s behalf to Subscribers concerning customer service.
|
||
(b)
|
The information that the Licensee shall publish as stated in subclause (a) shall include the following:
|
||
(1)
|
the days of operation of the centers;
|
||
(2)
|
the hours of operation of the centers;
|
||
(3)
|
the telephone numbers of the centers.
|
||
3.
|
Accessing a telephone call center
|
||
(a)
|
A telephone call center shall be accessed through a “free caller service” (1-800 service); the Licensee must enable access to any such telephone call center from any domestic network.
|
||
(b)
|
The Licensee may enable any telephone call center to be accessed through additional domestic telephone numbers.663
|
||
(c)
|
If the Licensee provides international roaming service, it must enable any Subscriber who is located abroad to call a telephone call center at no charge, as specified in subclause 1(a), provided that the call is
made using a telephone number on the Licensee’s network.
|
||
4.
|
Routing of calls in a telephone call center
|
||
(a)
|
Upon the initiation of interactive communications between a caller and the Interactive Voice Response system installed at a telephone call center (“IVR System”), the Licensee
must enable a caller to select the response language that he/she requires if the Licensee provides service in more than one language, the name of the requested service, and the caller must be asked to identify himself/herself. The listening
order of the selection of services and of the request for identification on the IVR System shall be at the Licensee’s discretion.
|
(b)
|
The Licensee must make the provision of a response to any call of any type contingent upon the caller identifying himself/herself on the IVR System solely by entering his/her telephone number or ID number; the
Licensee is allowed to enable a caller to route the call in the IVR System and to receive a response to any type of call also without entering a telephone number or ID number as stated.
|
||
(c)
|
After completing the performance of that specified in subclause (a), the Licensee shall announce the following options to the caller:
|
||
(1)
|
“For a human response relating to repair of a malfunction, press 1”;
|
||
(2)
|
“For a human response relating to a billing clarification, press 2”;
|
||
(3)
|
“For a human response relating to the termination of an engagement, press 3.”
|
||
(d)
|
The order of presentation of the above options shall be at the Licensee’s discretion. The Licensee is allowed to replace the use of the term “repair of a malfunction” with the term “technical support.”
|
||
(e)
|
After a caller selects the option of “1,” “2” or “3” as stated, the caller shall not be redirected to additional options and shall wait to receive the human response as the caller selected.
|
||
(f)
|
The topics announced via the IVR System after the aforesaid three topics shall be at the Licensee’s discretion.
|
||
5.
|
Quality of service provided by a telephone call center
|
||
(a)
|
In this annex –
|
“Waiting time”
|
–
|
The measured interval between the caller’s selection on the IVR System and the response;
|
|
“Human response”
|
–
|
Response provided by professional and skilled staff possessing suitable qualifications to handle calls.
|
(b)
|
The percentage of calls in which:
|
||
(1)
|
the caller is answered after a waiting time for a human response of more than six (6) minutes;
|
||
(2)
|
the caller disconnects the call without having received a human response, after waiting for a response for more than six (6) minutes;
|
||
(3)
|
the caller switched to the “leave a message” service, as specified in section 1 of the Consumer Protection Regulations (Provision of Telephone Service), 5772 – 2012, after having waited for a human response for more than six (6) minutes;
|
||
shall be a maximum of 15% during two consecutive weeks for each of the three types of circumstances specified in this subclause, for each of the three types of calls specified above in clause 4(c), out of the
inclusive number of calls in each of the three types of calls during those two weeks.
|
|||
(c)
|
The average waiting time during those two weeks for each of the three types of calls specified in clause 4(c) that were answered, shall not exceed three (3) minutes.664
|
||
(c1)665
|
The average wait time during those two weeks of each of the three types of calls detailed in section 4(c) that were answered, shall not exceed four and a half (4.5) minutes
|
(d)
|
The Licensee shall allocate an ID number for every type of call, or the call shall be identified by the first name of the Licensee’s representative who took the call, and the name of his/her team shall be given to
the caller immediately upon completing the call or at the end of the call, as the case may be, in one of the following ways:
|
||
(1)
|
by electronic mail;
|
||
(2)
|
by text message;
|
||
(3)
|
by initiating a telephone call – for subscribers who are blocked from receiving text messages;
|
||
(4)
|
orally by a representative of the Licensee.
|
||
(e)
|
If a caller using the IVR System selects the option of terminating an engagement, a representative of the Licensee who answered the call is not allowed to transfer the call to another representative or to any other
person for the purpose of handling the caller’s request to terminate the engagement.
|
||
(f)
|
If a caller using the IVR System selects the option of billing clarification, a representative of the Licensee who answered the call is not allowed to transfer the call to another representative or to any other
person except at the caller’s express request.
|
||
(g)
|
The Licensee shall not be required to comply with the waiting times specified above on any day that one of the following circumstances transpired (hereinafter – “Extenuating
Circumstance”):
|
||
(1)
|
malfunction in a communications network or a malfunction in a leading international application666
that caused an interruption of service to a significant ratio of Subscribers;
|
||
(2)
|
wide-scale blackouts;
|
||
(3)
|
weather conditions that caused traffic jams on main transportation arteries;
|
||
(4)
|
terrorist attack or wide-scale disaster;
|
||
(5)
|
any other incident at the manager’s discretion.
|
(h)
|
Deleted667
|
|
(i)
|
Insofar as an Extenuating Circumstance has occurred that is a fault in the telecommunications network that has caused damage to the service for a significant portion of the subscribers668, the Licensee shall notify the caller, immediately upon connecting to the IVR System, by voice message regarding the nature and location of the Extenuating Circumstance that is causing
long waiting times.
|
|
(j)
|
For each type of call, the routing menu of the IVR System shall be comprised solely of the routing options, without announcing any advertisements or offers to join plans or various types of special offers, or any
other information that does not directly relate to the routing menu as stated.
|
|
(j1)669
|
Notwithstanding sub-section (j), the Licensee may offer through the IVR system proposals to contact it through various digital means.
|
|
(k)
|
At any time, in the event of busy-hour call attempts to a telephone call center, the ratio of callers whose calls will be added to the waiting line for a response will not be less than 90%.
|
|
(l)
|
The Licensee is not allowed to disconnect any call, at its initiative, including automatic disconnection of the IVR System, which was answered by the IVR System or that was added to the waiting line to receive a
response.
|
|
(m)
|
In the event that the waiting time for a call of any type is expected to be more than three (3) minutes, the Licensee must notify the caller by recorded message, by no later than after two (2) minutes of the start
of the waiting time, that the waiting time is expected to be more than three (3) minutes and that the caller has the option of being redirected to the “leave a message” service or to wait for a human response; if the caller decides to wait for
a human response, the Licensee must notify the caller by recorded message of his/her place in the line and the estimated waiting time, and that it shall notify the caller that he/she can switch at any time to the “leave a message” service.
|
6.
|
Recording and documentation of calls
|
||
(a)
|
The Licensee must record every call made on topics relating to billing clarification and termination of an engagement, from the time that a call is answered and until the end of the call.
|
||
(b)
|
A representative of the Licensee shall document the contents of every call of every type in the Licensee’s information systems, whether or not the call was initiated by the representative. Documentation as stated
shall also include the identification number of the call, the date of the call and the full name of the Licensee’s representative who answered the call.
|
||
(c)
|
The Licensee shall retain the recording of the call as specified in subclause (a) in its possession, and the documentation of the contents of the call as specified in subclause (b) for the timeframe as specified in
clause 106A(a), so that they shall be available for delivery or forwarding to the manager, upon his request, within five (5) workdays of the date the call was made.
|
||
7.
|
Documentation of call data
|
||
(a)
|
The Licensee must retain documentation in its possession of every call that received a human response, for each of the three types of calls specified above in clause 4(c), which must include the following fields:
|
||
(1)
|
date of the call;
|
||
(2)
|
source of the call;
|
||
(3)
|
time the waiting time started (HH:MM:SS);
|
||
(4)
|
time the call was answered (HH:MM:SS);
|
||
(5)
|
waiting time until the call was answered (MM:SS).
|
||
(b)
|
The Licensee must retain documentation in its possession of every call that was disconnected by the caller without having received a human response, for each of the three types of calls specified above in clause
4(c), which must include the following fields:
|
||
(1)
|
date of the call;
|
(2)
|
source of the call;
|
||
(3)
|
time the waiting time started (HH:MM:SS);
|
||
(4)
|
time the call was disconnected (HH:MM:SS);
|
||
(5)
|
waiting time until the call was disconnected (MM:SS).
|
||
(c)
|
The Licensee must retain documentation in its possession of every call that was redirected to the “leave a message” service, for each of the three types of calls specified above in clause 4(c), which must include
the following fields:
|
||
(1)
|
date of the call;
|
||
(2)
|
source of the call;
|
||
(3)
|
time the waiting time started (HH:MM:SS);
|
||
(4)
|
time the call was redirected to the “leave a message” service (HH:MM:SS);
|
||
(5)
|
waiting time until the call was redirected to the “leave a message” service (MM:SS).
|
||
(d)
|
The Licensee must retain documentation in its possession pursuant to subclauses (a) through (c) for at least one year after the calls were made.670
|
||
8.
|
Deleted671
|
1. |
Service order from the Licensee
|
1.1 |
A service order from the Licensee's website or cellular portal (both hereinafter- "the website") shall be done by way of one of the alternatives detailed in section 1.2 or 1.3.
|
1.2 |
Random Code
|
a) |
The subscriber shall key in his subscriber number673 in the designated place on the Licensee's website.
|
b) |
If the subscriber is blocked from receiving the service, the Licensee shall send the subscriber a text message that notifies him that he is blocked from receiving the service ordered and that he can apply to the Licensee in order to cancel
the blocking for the type of said service;
|
c) |
If the subscriber is not blocked from receiving the service, the Licensee shall send the subscriber a text message that includes the following:
|
1) |
The name of the service including its classification as "one time" or "continuing";
|
2) |
The price of the service; the price shall be displayed in a detailed manner including details regarding a "one time" payment, a "regular" payment for a specific period including noting the period and the price per unit according to which the
payment for the service is gauged;
|
3) |
A random code of five (5) digits (hereinafter-the "code sent");
|
d) |
The subscriber shall key in the code sent on the website, in the designated place;
|
e) |
The Licensee shall compare the code sent with the code that was keyed in by the subscriber as set forth in sub-section (d) (hereinafter-the "keyed in code");
|
f) |
If the keyed in code is identical to the code sent, the Licensee shall send the subscriber a text message that notifies him that his registration for the service has been approved and if this is a continuing service-information regarding the
manner in which the registration for the service can be cancelled;
|
g) |
If the keyed in code is not identical to the code sent, the Licensee shall send the subscriber a text message that notifies him that his registration for the service has failed due to the lack of said identity.
|
1.3 |
User Code and Password
|
a) |
The Licensee shall display on its website in a prominent manner near the designated place for service orders, clear and legible, the following details:
|
1) |
The service name including its classification as "one time" or "continuous"; if it is a continuous service-information regarding the manner in which the registration for the service can be cancelled;
|
2) |
The service price; The price shall be displayed in a detailed manner including details regarding a "one time" payment, a "regular" payment for a specific period including noting the period and the price per unit according to which the
payment for the service is gauged;
|
b) |
The subscriber shall key in the user code and password that were set or confirmed by the Licensee (hereinafter-"the identification code");
|
c) |
If the subscriber is blocked from receiving the service, the Licensee shall present the subscriber with a notice on the website addressed only to him stating that he is blocked from receiving that type of service that was ordered and that he
can apply to the Licensee in order to cancel the blocking for the said type of service;
|
d) |
The Licensee shall compare the identification code with the user code and password set by the Licensee for the subscriber and that are saved in its system (the "saved code");
|
e) |
If the identification code is identical to the saved code, the Licensee shall provide the service to the subscriber;
|
f) |
If the identification code is not identical to the saved code, the Licensee shall send a notice addressed only to the subscriber through the website stating that his registration for the service has failed due to the lack of said identity.
|
2. |
Service Order from a Service Provider674
|
2.1 |
A service order on the service provider's website shall be done in the following manner:
|
a) |
Engagement with a service provider within the meaning of Section 60.6, for the purpose of receiving its services, shall be carried out solely through the website of the service provider (hereinafter "the
supplier's website675").
|
b) |
The first item that the subscriber will be required to type on the supplier's website, in the designated place - is the customary payment method - for payment for services provided by or through the Licensee- Pre-paid or post-paid;
|
c) |
Cancelled676
|
d) |
A Pre-paid subscriber shall key in the service provider's website the following;
|
1) |
The telephone number in respect of which it is possible to deduct from the balance due to him for consumption of the service;
|
2) |
If the loading was done using a calling card-the last four (4) digits of the calling card number; in case the loading was done using a credit card-the last four (4) digits of the credit card.
|
3) |
If the loading was done in cash- the box indicating the loading method should be marked accordingly.677
|
e) |
The service supplier shall send a notice to the Licensee a notice that includes the details in subsections (c) or (d), as the case may be, as well as the following:
|
1) |
The name of the service, including the classification of the service as a service at a "one time" payment or as a service at an "ongoing" payment;
|
2) |
Service tariffs.
|
f) |
Immediately after the above said details have been transferred to the Licensee by the service provider, the Licensee will execute a compatibility check between the said details and the information appearing in its information systems.The
registration process can only be continued after the Licensee informs the service provider that in the compatibility check the details that were checked were found to be identical.
|
g) |
If the subscriber is blocked for receipt of the service or the details are not identical, as aforesaid, the Licensee will notify the service provider that the subscriber is blocked to receive the type of service requested or his
registration for the service failed, as the case may be, and will inform the subscriber via a text message, at no charge, that he is blocked for receiving the type of service requested by him or his registration to the service failed, as the
case may be, and that he may contact the Licensee to remove the blockage for the said type of service.
|
h) |
If the subscriber is not blocked from receiving the service, and the details are identical, as aforesaid, the Licensee shall send the subscriber a text message, at no charge, that includes only the following:
|
1) |
The service name including its classification as a "one time" or "continuous" service;
|
2) |
The service tariffs;
|
3) |
A random code of at least five (5) digits;
|
i) |
The subscriber shall key in the code, in the designated place on the service provider's website.
|
j) |
The service provider shall give the Licensee the code keyed in by the subscriber as set forth in sub-section (i).
|
k) |
The Licensee shall compare the code that it sent to the subscriber with the code that the subscriber keyed in on the provider's site.
|
l) |
If the code that was keyed in by the subscriber is identical to the code that was sent to him, the Licensee shall send a text message to the subscriber, at no charge, that notifies him that his registration for the service was approved and
if this is a "ongoing" service- information regarding the manner in which the registration for the service can be cancelled. In addition, the Licensee shall notify the service provider that it has approved the registration for the service;
|
m) |
If the code that was keyed in is not identical to the code that was sent to him, the Licensee shall send the subscriber a text message, at no charge that notifies him that his registration for the service has failed due to the lack of
identity. In addition, the Licensee shall notify the service provider that the registration for the service has failed.
|
n) |
A one-time payment service will only be provided to a subscriber once, and the charge for it will be one-time. If the subscriber wishes to receive additional one-time services, he will have to register for the service each time.
|
A. |
The Appendix will not be published, in accordance with the provisions of Paragraph 108 of the License.
|
B. |
The Appendix will be completed by the Licensee, in accordance with the provisions of Paragraph 91 of the License.
|
(1) |
License Guarantee at the sum of ILS forty-five million (45,000,000)681. This guarantee shall replace any previous guarantee issued by the Licensee to the
Director according to the provisions of its License. If the Licensee fulfills the provisions of Appendix E, the sum of the guarantee shall be reduced to ILS five million (5,000,000)682.
|
(2) |
5G Guarantee at the sum of ILS six million (6,000,000).
|
680 |
Amendment number 107 [Inception: this clause shall come into effect as of the date of its signature and by no later than 06.10.2020]
|
Whereas |
_________ (hereinafter: the “Company”) submitted an application to extend the Company’s general license to provide MRT Services under Tender No. 1/01 (hereinafter: the “License”); and
|
Whereas |
as a condition for the extension of the License, the Company is required to prove its ability to finance, in due course, the investments stemming from the business plan that it submitted as part of the basic application in Tender
No. 1/01, or other requirements relating to the License;
|
1. |
We hereby undertake to you, that if the Company wins the extension of the License, in any event that the Company is required to pay a sum of money in order to meet the conditions of the License,
or in order to meet the rest of the undertakings connected to the License, whether they stem from the conditions of the License or from any law, such sum shall be obtained and funded from the Company’s direct sources or from external sources
that the Company shall ensure to obtain.
|
2. |
We are aware that if the Company does not act in accordance with this undertaking, despite having received a written demand from the Director General of the Ministry of Communications, such
shall be deemed to be a breach of the conditions of the License.
|
3. |
This undertaking is irrevocable, and shall remain in force so long as the License granted to us, if granted, remains in force.
|
1. |
Definitions
|
1.1. |
In this document the following words and phrases shall have the meanings set out beside them, unless the language or context of this document indicates a different meaning:
|
Bezeq International
|
Bezeq International Corp. Ltd.
|
|
Barak
|
Barak I.T.C. (1995) The International Telecommunication Company.
|
|
|
||
685 | ||
Occasional Caller
|
A Subscriber of the Licensee, who calls abroad by means of an International Operator using a three digit dialing code, as detailed out in section 2.
|
|
Subscriber Number
|
||
(or Telephone Number)
|
A group of digits in a certain order, including prefix, which, if dialed, should create telecommunications connection between the calling Subscriber's terminal equipment and the
terminal equipment of the called Subscriber; A called Subscriber's number may be a Subscriber's number of a number to a Subscriber's telephone call centre or a number to a Licensee's telephone service call centre686687.
|
|
International Operator
|
A person supplying international telecommunications services to the public in Israel, pursuant to a general license granted by the Minister.
|
|
Preselected Operator
|
The International Operator selected by a Subscriber, pursuant to the provisions of Section 4688689.
|
Access Code
|
A group of numbers in a certain order, the dialing ofwhich enables access to a particular telecommunications services provided by a given operator; the dialing of further access
codes, as required, and a Subscriber Number, should create a telecommunications connection to the Subscriber's terminal equipment. Where the access code is to a manned centre, the service is provided by a telephone operator.690
|
|
Short Dialing Code
|
The “00” or “188” Access Codes, which are designated for the receipt of International Telecommunication Services, whether by direct dialing or by means of an operator as specified in
section 2.
|
|
Golden Lines
|
Golden Lines International Communications Services Ltd.
|
|
Subscriber Allocation
|
The technical definition effected by a domestic operator at its switch allowing for calls made by its Subscribers, by means of a Short Dialing Code, to be redirected to the switch of the
Preselected Operator.
|
|
Outgoing International
|
||
Telecommunication
|
The transfer of a speech or facsimile message via an International Telecommunications system initiated by a Subscriber of the Licensee.
|
|
Incoming International
|
||
Telecommunication
|
The transfer of a speech message or a facsimile message via an International Telecommunication system initiated by a caller from abroad.
|
|
International
|
||
Telecommunications Service
|
A telecommunications service granted to the public in Israel pursuant to a license granted by the Minister, by means of an International Telecommunications system of an International
Operator.
|
|
International
|
||
Telecommunications
|
A bi-directional simultaneous transfer of speech or a bi-directional simultaneous transfer of facsimile messages through an International Telecommunication system.
|
1.2. |
Words and phrases in this document, insofar as not defined above, shall have the meaning ascribed to them in the Law, the Regulations enacted pursuant thereto, the Interpretation Law, 1981, or as specified in the appropriate places in
the General License of the Licensee and in the licenses of International Operators, save where the language or context indicate a different meaning.
|
2. |
Allocation of Access Code
|
2.1. |
In order to access the International Telecommunications Services the Licensee shall redirect to the International Opertors' switches the Subscribers' dialing of the following Access Codes:
|
2.2. |
Where the Licensee allows their Subscribers to use a different Short Dialing Code (such as +) in place of the "00" Access Code ("Special Code"), all the terms and regulations applying to the "00" Short Dialing Code shall apply to the
Special Code.
|
2.3. |
Dialing by means of a pre-paid program to unidentified Subscribers who have not been blocked from Outgoing International Telecommunications will be possible only by means of three digit Access Codes of the type 01X and Access Codes of
the type 01XY; with a Short Dialing Code or a Special Code, a recorded voice message shall be played directing the customer to dial the aforementioned Access Codes, which are available for his use.
|
6922A |
Subscriber Accessibility to Outgoing International Telecommunications
|
2A.1
|
The Licensee shall allow a Subscriber to act as one of the following, regarding Outgoing International Telecommunications:
|
3. |
Blocking of Outgoing International Calls and Removal of the Blocking
|
3.1
|
The Licensee shall block Outgoing International Telecommunications and may also block collect Incoming International Telecommunications for any
Subscriber who requests to block access to International Services, or to a Subscriber whose International Services in respect of Outgoing International Telecommunications has been suspended or disconnected, in accordance with the provisions
set forth in the License. The Licensee may not block Incoming International Telecommunications, other than collect calls.
|
3.2
|
693Should Outgoing International Telecommunications be barred as
requested by the Subscriber, the Licencee shall remove the bar as follows:
|
(a) |
If the Subscriber requests to pre-select a carrier, he shall sign an appropriate form noting the International Carrier he chooses as his “Preselected Carrier”;
|
(b) |
If the Subscriber requests to be an Occasional Caller, he shall notify the Licensee; If the notice is given orally, the Licensee shall verify the identity of the person making the request.
|
3.3 |
The Licensee shall block Outgoing International Telecommunications or remove such blocking, carried out based on the Subscriber's request, as follows:
|
• |
90% within one working day of receipt of the notice; requests received after the hour 15:00, shall be deemed to have been received on the next working day;
|
• |
The rest within five working days.
|
3.4
|
The Licensee will ensure that Subscribers whose Outgoing International Telecommunications have been blocked are unable to make any outgoing calls
with the Access Codes "00", "01X", "188" and "18XY" or any other code that will replace it694.
|
3.5
|
The Licensee may charge a reasonable fee for effecting the blocking of Outgoing International Telecommunications or for removing the block.
|
3.6
|
Notwithstanding the provisions of section 3.5 above, the Licensee shall permit any new Subscriber, to block Outgoing International
Telecommunications, for no charge before commencing the provision of services to that Subscriber.
|
3.7 |
The Licensee shall ensure that every Subscriber whose access to Outgoing International Telecommunications has been blocked, receives an appropriate voice message when he dials Access Codes or Telephone Numbers for access to
International Services.
|
3.8 |
Where a Subscriber who selected a Preselected Operator has requested to block Outgoing International Telecommunications, the Licensee shall notify as such the Preselected Operator within seven (7) work days from the day the blocking
was executed.
|
4. |
Subscriber’s Choice of a Pre-selected Operator
|
4.1
|
A Subscriber of the Licensee may inform an International Operator in writing, by use of a signed form which has been approved by the Director
General, that he has chosen as the Pre-selected Operator, by means of which he wishes to receive International Telecommunication Services with the ‘00’ and ‘188’ Access Codes; 695The form shall include the following details of the Subscriber: the Subscriber's first and last name or the corporate name, address, and the Telephone Numbers for which the Subscriber wishes to appoint the
International Operator as the Pre-selected Operator and the date and time on which the Subscriber's instructions were given; The form will clearly state that only one International Operator can be appointed in respect of each Telephone
Number, and it will comply with the requirements set forth for this purpose in the International Operator's license (the " Pre-selection Form").
|
4.2
|
A Subscriber may change his Pre-selected Operator at any time by means of a written notice on the Pre-selection Form; No fee will be charged for
the first selection, which was effected at his request, however, for any subsequent change of selection the Subscriber will pay a reasonable fee.
|
4.3
|
The Pre-selected Operator will notify the Licensee that he has been selected by the Subscriber as his Pre-selected Operator ( the "Pre-selection
Notice"). The Pre-selection Notice will include the Subscriber’s particular’s – first name and last name, address and the Telephone Numbers for which the Subscriber wishes to appoint the International Operator as the Pre-selected Operator.
The Pre-selected Operator will deliver Pre-selection Notices to the Licensee by means of the signed Pre-selection Forms in its possession. Pre-selection Notices will be delivered by magnetic medium, or in another manner which will be agreed
upon between the Licensee and the International Operators; In the event that two or more Pre-selection Notices, which relate to the same Telephone Number, are transmitted to the Licensee, the Licensee will act in accordance with the
Pre-selection Notice, which bears the later date and time.
|
4.4 |
Should a person apply to become a new Subscriber of the Licensee, he will be required to state in his application the International Operator, with whom he wishes to contract as a Pre-selected Operator. The Licensee will enable every
new Subscriber to choose their own Pre-selected Operator or to block its Outgoing International Telecommunications or will enable the Subscriber to receive Outgoing International Telecommunication services solely as an Occasional Caller;
Initial allocation services or connection as an Occasional Caller and blocking of Outgoing International Telecommunications will be provided to a new Subscriber free of charge at his initial registration.
|
4.5 |
For the purpose of carrying out the procedure for appointing a Pre-selected Operator, and without derogating from the foregoing, the Licensee will act in the following manner:
|
a) |
The Licensee will enable each Subscriber, who owns a number of Subscriber lines, to set some of them aside for one International Operator as a Pre-selected Operator and to set other of them aside for another International Operator as a
Pre-selected Operator;
|
b) |
Annulled696;
|
c) |
697The Licensee shall effect Subscriber Allocation within one working day from the date of receipt of the Preselection notice from the Preselected
Carrier.;
|
d) |
The Licensee will inform the International Operator of the completion of the Subscriber allocation as aforesaid in section c, including any change in the selection, of the date and in the manner agreed upon by the Licensee and the
International Operator; the report shall include the Subscriber's details- the Subscriber's first and last name or the corporate name, address, and the Telephone Numbers allocated to the International Operator.
|
e)
|
The Licensee shall transfer on a daily basis to all International Operators, a daily modification file of Subscriber Ascription(
“Modification File”) that includes the details of the Subscribers that ascribed to the International Operator or terminated the ascription that day. The Modification File shall be transferred in the time and manner that will be agreed
upon between the Licensee and the International Operator. The file shall include the details of the Subcriber and at least the following: first and last name or corporation name, ID number or corporation number, address and telephone
number ascribed to the International Operator.698
|
f) |
The Licensee may apply to the Director General to permit it, in certain cases, to set rules and limitations concerning a Subscriber allocation. The Licensee will specify the technical or operational reasons upon which its request is
based; where the Director General, on the basis of his professional discretion, approves the foregoing request of the Licensee, he will set the period during which the rule or limitation will be in effect.
|
g) |
Deleted699
|
h) |
If disagreements occur between international operators or between the Licensee and an international operator regarding the selection of an operator by a subscriber, the matter shall be decided by the Director General or by an
independent arbitrator that will be appointed by the Director General in accordance with his sole discretion.
|
i) |
In the event that differences of opinion arise between the International Operators or between the Licensee and an International Operator with respect to the selection of a Subscriber of a Pre-selected Operator, the matter will be
referred for settlement to the Director General or to an independent arbitrator, appointed by the Director-General at his sole discretion.
|
4.6 |
The dialing by a Subscriber of the Access Code "00" or another Special Code to access International Telecommunications Service to redirecting a call to the Licensee's Subscriber located outside Israel by means of an International
Operator (Subscriber's follow me services), shall be redirected by the Licensee to the Pre-selected Operator.
|
5. |
Annulled701
|
6. |
Blocking for Short Dialing Code
|
6.1 |
Subject to the provisions of this appendix, the Licensee will perform a block for
short dialing code for any subscriber so requesting.
|
6.2
|
The Licensee will perform the block for short dialing code as follows: the Licensee will channel the subscriber’s calls using the double-digit ‘00’
prefix and the ‘188’ prefix to an announcer playing a recorded announcement stating the following in Hebrew, English, Arabic and Russian: “This service is blocked, for further details please dial ___ (a telephone number of the announcer
under the provisions of section 6.7) .
|
6.3
|
Annulled
|
6.4
|
Annulled
|
6.5
|
Annulled
|
6.6
|
Annulled
|
6.7
|
The Licensee will operate the voice announcement 24 hours a day, including Saturdays and holidays, using such method and wording allowing a
subscriber to receive an explanation regarding the ascription and overseas dialing, in Hebrew, English, Arabic and Russian; the explanation will include the following matters:
|
7. |
Interconnectivity702
|
7.1 |
The Licensee will connect its system, directly or indirectly, in accordance with its License, to the International Telecommunications Systems of all international operators in a manner which will enable every Subscriber to receive
International Telecommunications Services, by means of the International Telecommunications System of each International Operator, including Outgoing International Telecommunications and Incoming International Telecommunications, direct
dialing, operator assisted dialing ('188’ service as aforementioned in section 2.2(a)), the “Israel Direct” service, collect services (from overseas to Israel, from Israel to overseas), international 1-800 services (incoming and outgoing
calls), calling card services, from and to any destination abroad.
|
7.2
|
The technical, operational and commercial arrangements between the Licensee and the International Operator shall ensure that the following is
provided to each Subscriber:
|
a) |
Quality service, including quality control and means to check and handle complaints of Subscribers with respect to the quality of service;
|
b) |
Reliable and accurate charging of the Subscriber, including auditing of the charge, and means to check and handle complaints of Subscribers with respect to wrongful charges and the ways and means for the identification and prevention
of deceit and fraud;
|
c) |
A consumer response service for Subscribers to call in order to make applications and receive clarifications, together with the ways and means to provide a detailed bill to the Subscriber, and to deal with Subscriber requests in
respect of any issue concerning the receipt of International Services.
|
7.3
|
For the implementation of all the foregoing in this Appendix, the Licensee will act, inter alia, as follows:
|
a) |
The Licensee will, at all times, enable every Subscriber that has not blocked Outgoing International Telecommunications, to make calls abroad via the International Operator selected by him or as an Occasional Caller, using the dialing
format specified in section 2;
|
b) |
The Licensee will enable every Subscriber to change his Pre-selected Operator; this service will be provided for a reasonable fee;
|
c) |
The Licensee will take reasonable measures to prevent the allocation of a Subscriber to a Pre-selected Operator without his knowledge or against his will (“Slamming”); these measures will include the identification of the Subscriber
and the verification of the Subscriber’s right to receive the service;
|
d) |
Every Subscriber will be given, free of charge, a service enabling him to identify the name of his Pre-selected Operator;
|
e) |
The Licensee will offer non-discriminatory terms to each International Operator, including with respect to commercial terms, billing and collection arrangements, the availability of the connection facilities and the quality of service;
without derogating from the generality of the foregoing, the Licensee will provide service to all the International Operators on non-discriminatory terms including with respect to Interconnection, the supply of infrastructure facilities
and Network connection services, the execution of changes to switching, Facilities, protocols and Network Interfaces;
|
f) |
The terms for Interconnection between the Licensee’s system and an International Telecommunications System of an International Operator will be reasonable and non-discriminatory; In the event that the parties cannot reach an agreement
in this regard, the Minister will resolve these matters;
|
g) |
The Licensee will make available to the Director General a copy of each agreement between the Licensee and an International Operator regarding interconnection;
|
h) |
The Licensee shall transfer to any International Operator which requests, the details of a Subscriber who refuses to pay the Licensee payments which are meant for the International Operator for International Telecommunication Services
used by the Subscriber through the International Telecommunications System of an International Operator, whether the Subscriber is allocated to the International Operator or is an Occasional Caller; these details shall include the
Subscriber's first and last name or the corporate name, identity number of corporate number, address and the Telephone Number.
|
i) |
703it shall permit the International Carrier to directly collect payment for their services, from a Subscriber who is allocated to that International
Carrier and has chosen to receive from it charging and collecting services directly; the Licensee shall make available to the International Carrier any vital information that the International Carrier may need in order to provide
charging and collecting services to an allocated Subscriber;
|
j) |
shall provide its services to an allocated Subscriber that has chosen to receive charging and collecting services directly from their International Carrier on equal conditions and equal rates.
|
7.4
|
The International Operators will equally bear the costs for the application of the interconnectivity and, if requested, the expenses for the
initial allocation of the Subscriber to the Pre-selected Operator; The amount of the foregoing payments will be determined in negotiations between the Licensee and the International Operators; In the event that the parties are unable to
reach an arrangement, the Minister will issue directives regarding these matters, after affording the parties a reasonable opportunity to present their claims.
|
1. |
Definitions
|
1.1 |
In this Annex:
|
“Licensee”
|
-
|
A party that has received from the Minister a general license to provide Wireline Domestic Telecommunications Services or to provide MRT Services;
|
|
“Telephone Bill”
|
–
|
A statement that the Licensee provides to a Subscriber for services rendered;
|
|
“Writing”
|
-
|
Including by means of a facsimile machine or electronic mail;
|
|
“Service Number”
|
-
|
A set of numbers that have been allocated by the Licensee to a Service Provider of Adult Voice Services, available by dialing a phone number, subject to the provisions of the Numbering
Plan and administrative provisions for this purpose, and which the dialing of such numbers after the Dialing Code will allow the Subscriber access to Adult Voice Services;
|
|
“Service Provider”
|
-
|
Whoever provides Adult Voice Services through the Network and the payment for the service is done through the Telephone Bill;for the purpose of Adult Voice Services available by dialing a
phone number, the access to the service shall be done by a Service Number,
|
|
705"Adult Voice Promo"-
|
-
|
The playing or display of a voice or contractual message of sexual content, including a recorded message, provided through a public telecommunications installation, either directly or indirectly, and the said
message intends to relay information regarding the service that will follow the message or encourage use of it, as long as there is no additional charge for the playing or the display of the message besides the cost for the call that is
charged through the telephone bill.
|
|
For this matter, "indirectly"- including a connection from the terminal equipment of the Subscriber as a condition for the provision of the Adult Voice Promo."
|
“Dialing Code”
|
-
|
A domestic dialing code by a plan set by the Ministry for the purpose of Adult Voice Services;
|
|
“The Network”
|
-
|
the Public Telecommunications Network of the Licensee;
|
|
|
|||
“Adult Voice Services”
|
-
|
A voice service or display of a voice or contractual message of sexual content, including a recorded message, provided through a public telecommunications installation, either directly or
indirectly, including a service for encounters, conversations (chat) or relaying of messages between occasional callers, that are intended or serves as, even partially, for sexual purposes, and including the following:
|
|
(1)
|
service available by dialing a telephone number provided by the Service Provider;
|
||
(2)
|
access service to a closed database of content, including multimedia files provided by the Licensee or someone else that provides the service with the consent of the Licensee (" the Cellular Portal"); 706
|
||
For this matter, "indirectly"-including connecting from terminal equipment of a subscriber as a pre-requisite for providing the service or charging for it;
|
|||
“Payment Regulations”
|
-
|
Communication Regulations
(Telecommunications and Broadcasting)
(Payments for Telecommunication Services), 2005
|
|
|
|||
“Special Payment”
|
-
|
A fee set forth in Article 6, and which the Subscriber must pay for Adult Voice Services in addition to the Regular Payment;
|
|
|
|||
“Duration Payment”
|
-
|
A Special Payment set in accordance with the the amount of time that the Subscriber uses the Adult Voice Services;
|
|
|
|||
“Regular Payment”
|
-
|
One of the following:
|
|
(a)
|
In a call within the Network-payment that shall not exceed the fixed payment in accordance with the tariff settlement between the Subscriber and the Licensee regarding a call to another
subscriber within the same network;
|
(b)
|
In a call from one MRT network to another MRT network or to a DO Network-payment as set forth in sub-section (a) in addition to a fee that shall not exceed 0.50 NIS per minute (including
VAT).
|
||
(c)
|
In a call from the Bezek Corporation Network to an MRT network-payment that shall not exceed the fee set forth in section “D” in chart A of the First Supplement to the Payment Amendments,
in addition to 0.50 NIS per minute (including VAT).
|
||
(d)
|
In a call from a DO Network, excluding the Bezek corporation network, to an MRT network-payment that shall not exceed the payment set forth in the payment schedule between the subscriber
of the DO and the DO, regarding a call to another subscriber on the same network, in addition to 0.50 NIS per minute (including VAT).
|
||
(e)
|
In Adult Voice Services that are provided through a Cellular Portal-payment that shall not exceed the set payment in accordance with the payment schedule between the subscriber and the
Licensee regarding access service to the Cellular Portal.
|
2. |
Access to Adult Voice Services
|
2.1 |
Subject to Article 4 below, the access to Adult Voice Services for a Subscriber available by dialing, shall be done through the Dialing Code and the Service Number.
|
3. |
Allocation of a Service Number
|
3.1 |
For Adult Voice Services available by dialing, the Licensee may allocate a Service Number to a Service Provider; If the Licensee allocates such a Service Number, the Licensee shall allow the Service Provider to offer its services both
to the Licensee’s Subscribers as well as to the subscribers of other licensees.
|
4. |
Barring Access to Adult Voice Services
|
a) |
The Licensee shall bar access to the Adult Voice Services from all Terminal Equipment connected to the Network; without derogating from the above, for the purpose of barring access to Adult Voice Services available by the Cellular
Portal, the Licensee may use blocking devices, including content filter programs, as long as they effectively prevent the access to such service.
|
b) |
707If the Ministry of Communications should notify the Licensee that an AdultVoice Promo is being provided through a telehone line on the Licensee's
network and the access to it is being provided not through a service number, the Licensee will disconnect the said line, or shall block the line for incoming calls.
|
a) |
A Subscriber over 18 years of age may request that the Licensee remove the blocking set forth in Article 4.1 (a) from the Terminal Equipment in his possession.
|
b) |
708A subscriber's request to remove the bar to Adult Voice Services that is provided in the cellular portal, shall be done by submitting a written
request, including by sending a facsimile message or a scanned message by electronic mail, that will include a copy of formal document that identifies the subscriber as an adult, for example an identification card, drivers license,
passport or by appearing before the licensee and presenting such an identifying card.
|
4.3 |
A Subscriber’s request to remove the bar shall be either in Writing or an oral request, as long as the Licensee has set out procedures for credible identification of the Subscriber making the request.
|
4.4 |
If a Subscriber requests to remove the bar, the Licensee shall remove the bar within a reasonable amount of time, so as to allow the Subscriber access to Adult Voice Services through the Terminal Equipment in his possession.
|
4.5 |
If the bar to Adult Voice Services has been removed, and the Subscriber requests to bar access from his Terminal Equipment to such services, the Licensee shall bar access as quickly as possible and in any case, no later than two
working days from the date of receipt of the Subscriber’s request.
|
4.6 |
The first removal of the bar to Adult Voice Services that was done in accordance with the Subscriber’s request as set forth in Articles 4.2 and 4.3 shall be done free of charge; the Licensee shall be allowed to charge the Subscriber a
reasonable fee for any additional bars to Adult Voice Services or for any additional removal of bars, that are done in accordance with the Subscriber’s request.
|
4.7 |
The Licensee shall document the Subscriber's request to remove the bar to Adult Voice Services. The documentation will be available at the Licensee delivery or transfer, as the case may be, to the Director within five (5) working days
from the date that the Subscriber submitted his request.709
|
5. |
Preliminary Registration
|
6. |
Setting Special Payment
|
7. |
Charging the Subscriber for Adult Voice Services
|
7.1 |
If Special Payment is set for Adult Voice Services, the Licensee shall display the charge for the service in the Telephone Bill separately from the charges for other services of the Licensee, unless the Subscriber requests otherwise.
|
7.2 |
The Licensee shall provide the Subscriber within ten (10) working days with the details of the Special Payment for Adult Voice Services in accordance with the following:
|
a. |
The Service Number allocated for the service;
|
b. |
The date and time of receipt of the service;
|
c. |
The time unit charges-a charge in accordance with the duration- the number of time unit charges that were counted or the total amount of the Special Payment; in case of charging according to data volume (for example-MB, KB)-the number
of data volume units of the data that were transmitted;
|
d. |
The amount charged for that service.
|
8. |
Announcement Obligation
|
8.1 |
If Special Payment is set for Adult Voice Services provided through the Network, the Licensee shall play, either himself or through the Service Provider at the beginning of the call, a recorded message that includes the following
details:
|
a. |
The essence of the service;
|
b. |
The amount of the Special Payment for the service, either the total amount, by Duration Payment or volume transmission, whichever is relevant;
|
c. |
The possibility to disconnect from the service free of charge before the sound of the tone, as set forth in Article 8.4.
|
8.2 |
The recorded message shall be in the language that the Adult Voice Services are provided, in clear and fluent language, at a reasonable pace and without any recording distortions.
|
8.3 |
At the beginning of the Adult Voice Services that are provided in a language other than Hebrew, a message will be played that details the language the service is provided in and afterwards the recorded message will be played in the
language the service is provided, as set forth in Articles 8.1 and 8.2.
|
8.4 |
At the end of the recorded message as set forth in Article 8.1, the caller will have 5 seconds after which a tone will be played to indicate the beginning of the receipt of the Adult Voice Services; If the caller disconnects before the
tone is played, he shall not be charged the Special Payment. Alternatively, the caller will be required to punch a certain key in his Terminal Equipment in order to confirm his wish to receive the service, and only from that moment will
the Subscriber will charged the Special Payment.
|
8.5 |
If Special Payment is set for Adult Voice Services available by accessing the Cellular Portal, the Licensee shall notify the subscriber of the service charge in a clear and prominent manner, while allowing the subscriber the ability to
disconnect from the service without being charged the Special Payment.
|
9. |
The Relationship between the Licensee and the Service Provider
|
9.1 |
The Licensee may allow the Service Provider to perform Telecommunication Activities through the Licensee’s installations in order to provide Adult Voice Services; The Service Provider shall be exempt from the duty to receive a license
to perform Telecommunication Activities in accordance with the provisions of Article 3 (5) of the Law.
|
9.2 |
The Licensee shall include the provisions of this Annex, with the necessary changes, in the agreement between himself and a Service Provider, in such a manner that the Service Provider must comply with these provisions.
|
9.3 |
The Licensee shall provide the Director, in accordance with his request, with any agreements between the Licensee and a Service Provider.
|
10. |
Interconnection
|
10.1 |
The conditions for Interconnection between the Network and the Public Telecommunication Network of another licensee, with respect to the provision of services for charging and collecting by one licensee for another licensee, for the
provision of Adult Voice Services through the network for the subscribers of another licensee, shall be set forth in an agreement between the Licensee and the other licensee; should the parties not reach an agreement , the Minister shall
decide the matter.
|
10.2 |
The Licensee shall pass to the Director, upon his request, a signed copy of any agreement between the Licensee and another licensee regarding the matter of Interconnection.
|
11. |
General
|
11.1 |
The Licensee shall be responsible for handling complaints of customers of the Adult Voice Services, regarding Subscriber problems in accessing the service, problems of charges and collection regarding the service, and shall create for
this purpose a mechanism to handle customer complaints; The Service Provider shall be responsible for handling customer complaints regarding the contents of the service. If the Licensee provides the Adult Voice Service himself, the
Licensee shall also be responsible for handling customer complaints regarding the contents of the service.
|
11.2 |
The Licensee shall not be allowed to disconnect, stop or impair the basic telephone service of a Subscriber that contests the payment for Adult Voice Services and refuses to pay, however he may disconnect such a Subscriber from the
receipt of further Adult Voice Services.
|
11.3 |
The Licensee shall not pass the details of the Subscriber to the Service Provider or anyone else without written confirmation of the Subscriber and after verifying the credibility of the confirmation.
|
11.4 |
The Licensee shall give any Subscriber who so requests, free of charge, within three (3) working days, details regarding the Service Provider as follows:
|
a. |
The name and address of the provider.
|
b. |
The phone number by which the provider can be reached.
|
11.5 |
This Annex shall also apply with the necessary changes, to the provision of Adult Voice Services that are provided as a network service only to the Subscribers of the Licensee.
|
11.6 |
The Licensee may provide the Adult Voice Services himself and the provisions of this Annex will apply with the necessary changes.
|
1. |
Definitions
|
1.1 |
In this Appendix:
|
"Licensee"- |
One who has been given a general license pursuant to the law;
|
" Hosting Licensee"- |
A Licensee that through its network the service provider provides its services;
|
"Origin Licensee"- |
A domestic fixed-line or cellular Licensee, whose subscriber wishes to purchase a premium service;
|
"Service Order"- |
Any action that the subscriber initiates in order to receive a premium service, including calling a prefix code, entering the subscriber's telephone number, entering a password and entering a code;
|
"Telephone Bill" |
A bill given to the subscriber by the Licensee for services provided to him;
|
"Writing" |
Including via facsimile or electronic mail;
|
"International
Operator"- |
One who has been given a general license for the provision of international telecommunication services;
|
"Subscriber"- |
An Origin Licensee's subscriber;
|
"Service Number"- |
A 10 digit telephone number that was determined in accordance with the provisions of the numbering plan and the administrative provisions for this matter, that include a predestined prefix code with additional digits, that the Hosting
Licensee will allocate to the Service Provider and which number if dialled allows the Subscriber access to the Premium Service;
|
"Service Provider"- |
One who provides a Premium Service via the telecommunications network of a Licensee, and payment for the service is made through the telephone bill;
|
"Prefix Code"- |
A national prefix code in such model as prescribed by the Ministry for access to a Premium Service;
|
"Network" - |
A set of telecommunication facilities through which the Licensee provides its services;
|
"Premium Service"- |
Audio broadcast or presentation of an audio or visual message, including a recorded message, provided via a telecommunications facility, directly or indirectly, for among others, one of the following: provision of information and content,
entertainment, receipt of consultation, dating service, chats, participation in competitions, lottery, game or voting or a service provided via the internet, excluding erotic services; for this matter, "indirectly"- including by way of creating
a connection from the Subscriber’s end user equipment, or entering the Subscriber's telephone number, including through the internet, as a condition for providing the service or for charging for it;
|
"Premium Tariff"- |
The tariff for payment for a Premium Service, in accordance with the Hosting Licensee's requirement; this tariff will include a tariff for completion of the call on the Hosting Licensee's public telecommunications network, that was
determined in accordance with the Telecommunications Regulations (Bezeq and Broadcasting) (Payments for interconnection), 2000, and for the matter of a service provided by an International Operator as a Hosting Licensee, the tariff will include
the payment that the International Operator will retain;
|
"Regular Tariff"- |
A tariff that is collected from the Subscriber by the Origin Licensee, in accordance with the tariff plan set forth in the engagement agreement it has with the Subscriber.712
|
1.2 |
Words and expressions in this Appendix that are not defined in this section, shall have the meaning as ascribed to them in the law, its regulations enacted by virtue thereof, in the Interpretation Law, 1981, in article 1 of the License or as
set out in other places in this Appendix, unless otherwise deriving from the language or context.
|
2. |
Access to the Service and Universality Requirement
|
2.1 |
An Origin Licensee shall allow every Subscriber access to all Premium Services that are provided via all of the networks of the Licenses.
|
2.2 |
A Hosting Licensee shall allow all callers of all the Licensees access to the Premium Services that are provided through its network.
|
2.3 |
Hosting Licensees and Origin Licensees shall allow the provision of Premium Services only via the Prefix Code and the Service Number.
|
2.4 |
A referral to the Prefix Codes shall be done only for the purpose of receipt a Premium Service; a referral to the said Prefix Codes for other purposes, including debit and collection arrangements, customer service or administration, is
strictly forbidden.
|
2.5 |
The Licensee shall block the access to a telephone number, including an international number, without the Prefix Code to the Premium Service, insofar as it is notified by the Ministry, or it comes to its knowledge otherwise, that the Premium
Service is provided via this telephone number.
|
3. |
Recorded Message Requirement and Notification to the Subscriber
|
3.1 |
Immediately following the execution of the engagement, and before provision of the Premium Service, the Hosting Licensee shall play a recorded message for the caller, in the language in which the service is provided, in clear and concise
language, and without recording disruptions. The recorded message shall include these details, according to the following order:
|
a) |
The essence of the service;
|
b) |
The premium tariff, in addition to the Subscriber's Regular Tariff;
|
c) |
The maximum tariff that can be charged for the service;
|
d) |
The maximum time that has been set for the receipt of the Premium Service, insofar as it has been set;
|
e) |
713The ability of the caller to disconnect the call before the beginning of provision of the service, with no charge, by the end of hearing the sound as set
forth in article 3.2.
|
3.2 |
714Upon hearing the end of the recorded message, as set forth in article 3.2 and before the beginning of provision of the service, the Hosting Licensee shall
play a special sound for the caller and afterwards be given at least a 5 second pause to disconnect the call, without being charged at the Premium Tariff; the Licensee may give the Subscriber the opportunity to confirm receipt of the service
by pressing a certain key on the handset in his possession in order to begin the provision of the service even before the said pause is over.
|
3.3 |
If access to the Premium Service has been blocked as set forth in article 7.1, the Origin Licensee will play a recorded message for the Subscriber that the said service cannot be provided, due to access blockage to the Prefix Code. The
Licensee may give details in the recorded message as to how the blockage can be removed.
|
4. |
Service Purchase
|
4.1 |
715At the end of the said procedure in article 3.2, the caller will be given the opportunity to purchase the Premium Service.
|
4.2 |
Service purchase shall be done separately for each service, and in accordance with the Prefix Code and the purchase of a certain service shall not be considered as the purchase of an additional service, whether the same service or whether
another service.
|
5. |
Service Price
|
5.1 |
In all of the Prefix Codes set forth below, the service tariff for the Subscriber will be the premium tariff for the service in addition to the Regular Tariff.
|
5.2 |
For a service provided with the 1-900 Prefix Code, a maximum amount of NIS 0.5 can be required for a call minute and no more than NIS 30 for the entire call.
|
5.3 |
For a service provided with the 1-901 Prefix Code, a maximum amount of NIS 50 can be required, whether if the premium tariff for the service is determined in a one-time manner or whether the tariff is determined according to the length of
the service or a combination of the two.
|
5.4 |
For a service provided with the 1-902 Prefix Code, a maximum amount of NIS 100 can be required, whether if the premium tariff for the service is determined in a one-time manner or whether the tariff is determined according to the length of
the service or a combination of the two.
|
5.5 |
Subject to the aforesaid in articles 5.2-5.4, the obligating premium tariff is the tariff that was given to the Subscriber in the recorded message, before provision of the service, in accordance with article 3.1.
|
5.6 |
The prices set forth in this article include VAT.
|
6. |
Collection and Debiting Arrangements
|
6.1 |
The Origin Licensee shall not collect from a Subscriber payment for a Premium Service that is given contrary to the provisions of this Appendix.
|
6.2 |
The Origin Licensee will collect from the Subscriber payment for the Premium Service in accordance with the debit records that the Hosting Licensee gives him, in addition to the Regular Tariff.
|
6.3 |
The Hosting Licensee shall give at least once a day716, the Origin Licensee the debit records for the Premium Service provided to the Subscriber, as advised to
the Subscriber in the message in accordance with article 3.1.
|
6.4 |
The Origin Licensee shall give the Hosting Licensee payments that it collected from its Subscribers for Premium Services, according to the premium tariff and will not be required to do so with respect to payments that it was unable to
collect from its Subscribers.
|
6.5 |
If the Subscriber disconnects the call before the provision of the service begins, the Origin Licensee is allowed to collect from him a Regular Tariff and will not give the interconnection tariff to the Hosting Licensee, as set forth in the
Telecommunications Regulations (Bezeq and Broadcasting) (Payments for interconnection), 2000 (hereinafter- ("Interconnection Regulations").
|
7. |
Termination of a Premium Service
|
7.1 |
A Hosting Licensee may disconnect the caller of the Premium Service when the payment for the call reaches the maximum amount as set forth in article 5.
|
7.2 |
The Origin Licensee shall block the Premium Service for pre-paid Subscribers, upon completion of the available balance of the Subscriber or at the latest upon receipt of the Premium records file717.
|
7.3 |
The aforesaid in article 7.2 will apply also to pre-paid Subscribers that have limited credit and that have reached the maximum amount of credit agreed with them.
|
8. |
Access Blockage to the Service
|
8.1 |
The Licensee shall allow every Subscriber, existing or new, to choose whether the access from his telephone line to Premium Services at 1-900 and 1-901 Prefix Codes shall be open or blocked. The Subscriber's decision shall be done by marking
his choice in the appropriate box, next which is written "block" or "open" as part of the service access form (hereinafter- "the Form").
|
8.2 |
The Licensee shall prepare a Form for services access or amend the service access form defined in its license (hereinafter- "the Service Access Form") in a
manner that includes that stated in the Premium Service access form in article 12.
|
8.3 |
The Licensee will place the Service Access Form on its website.
|
8.4 |
A new Subscriber's choice will be done by marking the form that is part of the "engagement agreement" when the transaction is done in the Subscriber and Licensee's representative's presence, as part of the "engagement terms and conditions",
when the engagement is done by a remote sale transaction via a telephone call or as marked by the Subscriber on the online form, at the time of the engagement via the internet.
|
8.5 |
The Licensee shall notify an existing Subscriber in the Telephone Bill with respect to the possibility of downloading the Form from its website and marking his choice regarding Premium Service access through 1-900 and 1-901 Prefix Codes. An
existing Subscriber that has filled out a form in the past and now is filling out his choice only regarding access to Premium Services, his previous choices regarding service access will remain valid, unless he requests to change them.
|
8.6 |
An existing Subscriber that did not specifically mark his choice regarding Premium Service access at 1-900 and 1-901 Prefix Codes, within two months of the commencement date of this Appendix, the defaults will be as follows:
|
a. |
With respect to 1-900 Prefix Code-open;
|
b. |
With respect to 1-901 Prefix Code-blocked;
|
8.7 |
Blockage of the Premium Service access at the 1-901 Prefix Code, in accordance with the default set forth in section 8.4, shall be done by the Licensee within seven (7) working days from the end of two months after the commencement date of
this Appendix. Blockage of a Subscriber for the first time of access to 1-900 and 1-901 Prefix Codes, whether in accordance with the Subscriber's choice or whether in accordance with the default, shall be done free of charge.
|
8.8 |
The Licensee shall block the access of all its Subscribers to the services provided at the 1-902 Prefix Code as a default, free of charge, within one working day of the commencement of this Appendix. A Subscriber's request to remove the
blockage shall be done in writing, or orally as long as the Licensee conducted a reliable identification of the Subscriber submitting the request, in accordance with the a set procedure.
|
8.9 |
If a Subscriber requests to remove a blockage, the Licensee shall remove the blockage within a reasonable amount of time.
|
8.10 |
The Licensee shall document the Subscriber's request to remove the blockage for the Premium Service. The documentation will be available at the Licensee for remittance or transfer, as applicable, to the Director within five (5) work days
from the day that the Subscriber submitted his request.
|
9. |
Provision of the Service in Israel through an International Operator
|
9.1 |
An International Operator is allowed to be a Hosting Licensee, and to allow the provision of Premium Services via its network, without being required to route the call abroad.
|
10. |
Miscellaneous
|
10.1 |
The Hosting Licensee may allow the Service Provider to execute telecommunication activities through the facilities of the Licensee for provision of the service; the Service Provider is exempt from the requirement to receive a license or
general permit for the execution of telecommunication activities, in accordance with the provisions of article 3(5) of the Law.
|
10.2 |
If the Subscriber does not pay a Telephone Bill that includes a charge for Premium Services, the Licensee shall give the Hosting Licensee the Subscriber's following details: his full name, I.D number and method of contacting him.
|
10.3 |
In the Telephone Bill in which the Premium Service charges are included, the Licensee shall give details regarding each Service Supplier whose charges for its services are included in the bill, regarding the following details:
|
a. |
The name of the Hosting Licensee and its address;
|
b. |
The registration number or business number of the Hosting License;
|
c. |
Details that allow contacting the Hosting Licensee, including a telephone number718.
|
10.4 |
The Hosting Licensee is not allowed to make use of the payment details that were given to him by the caller for payment for other services, in order to collect a premium payment.
|
11. |
Temporary Order
|
11.1 | (a) | The Hosting Licensee will play a message for the caller according to which the Premium Service is provided only by using 1-900, 1-901 and 1-902 Prefix Codes in the following cases: |
1) |
When calling Premium Services that the access to them was allowed, before this Appendix commenced, by dialing an international number;
|
2) |
When calling Premium Services that the access to them was allowed, before this Appendix commenced, by dialing a network access code, as defined in the numbering program in Israel.
|
(b) |
The message will be played in the language that the Premium Service is provided.
|
(c) |
The Hosting Licensee will play the message for six months, from the date of commencement of this Appendix.
|
(d) |
The Origin Licensee may charge the Subscriber the Regular Tariff for the message.
|
12. |
Cancelled719
|
1.(a)
|
Notwithstanding the provisions of section 1(b)(1) of Annex E4, a telephone call center for the purpose of receiving inquiries regarding the services of the Licensee, which are not applications
as stated in section 1(a) of Annex E4, shall be staffed at least eight (8) hours, starting at 08:00 in the morning, on weekdays, on the eve of Holocaust Remembrance Day, Holocaust Remembrance Day and on the eve of Memorial Day for the victims
of the Israeli military and the victims of hostilities;
|
(b)
|
This section will be valid from September 21, 2020, until October 18, 2020.
|
2.(a)
|
Notwithstanding the provisions of section 5(b) of Annex E4 regarding the types of calls specified in sections 4(c)(2) and 4(c)(3) of Annex E4, the rate of calls which the Licensee will meet for
each of the three types of incidents listed in section 5(b) of Annex E4, shall be a maximum of 20% for two consecutive weeks, for each of the types of calls listed in sections 4(c)(2) and 4(c)(3) of Annex E4, from the total number of calls of
each of the two types of calls in those two weeks;
|
(b)
|
This section will be valid from September 21, 2020, until October 18, 2020.
|
3.(a)
|
Notwithstanding the provisions of section 5(c1) of Annex E4 with regard to the types of calls specified in sections 4(c)(2) and 4(c)(3) of Annex E4, the average waiting time during those two weeks of each of the
two types of calls specified in sections 4(c)(2) and 4(c)(3) that are answered, shall not exceed five and a half (5.5) minutes;
|
(b)
|
This section will be valid from September 21, 2020, until October 18, 2020.
|
1. |
The quality and characteristics of the services shall be defined in an agreement between the Licensee and the Subscriber. Without derogating from the general purport of that stated, the provisions applying in relation to a Private Subscriber
and to a Split Business Subscriber shall not apply to this agreement.
|
2. |
The provision of the said services to a Subscriber shall be via a 5G System, subject to that stated in this appendix, and particularly in clause 3 hereunder. A service being provided via a 5G System shall not be deemed as if it is being
provided through a public telecommunications network of the Licensee. Without derogating from the general purport of that stated, the coverage obligations specified in Appendix E shall not apply to the Licensee in relation to these services.
|
3. |
Provision of the Service shall not adversely impact the engineering characteristics of providing other services by the Licensee.
|
1. |
The following expressions and terms shall have the definitions ascribed alongside them:
|
1.1 |
“Notice of Eligibility for a Grant” – written letter from the Director confirming that an Eligible Operator fulfilled the Engineering Condition for Entitlement;
|
1.2 |
“Entitled Winner” – Eligible Operator that received a Notice of Eligibility for a Grant;
|
1.3 |
“First Entitled Winner” – Eligible Operator with the earliest record date for entitlement according to a Notice of Eligibility for a Grant issued to it;
|
1.4 |
“Second Entitled Winner” – Eligible Operator with a record date for entitlement according to a Notice of Eligibility for a Grant issued to it that is the next earliest after the First Entitled Winner;
|
1.5 |
“Third Entitled Winner” – Eligible Operator with a record date for entitlement according to a Notice of Eligibility for a Grant issued to it that is the next earliest after the Second Entitled Winner;
|
1.6 |
“Record Date for Entitlement” –
|
1.6.1 |
During the period between the date of the win of the 5G Tender and 31.12.2021 – the last day of the quarter in which an Eligible Operator fulfilled the Engineering Condition for Entitlement, according to the Notice of Eligibility for a Grant
issued to it;
|
1.6.2 |
During the period between 1.1.2022 and 30.6.2022 – the last day of the month in which an Eligible Operator fulfilled the Engineering Condition for Entitlement, according to the Notice of Eligibility for a Grant issued to it;
|
1.7 |
“Deadline for Eligibility for a Grant” – 30.6.2022, unless the Director announced a later date;
|
1.8
|
“Grant” – sum that an Entitled Winner shall receive from the Qualifying Receipts, according to the conditions of this appendix;
|
1.9
|
“Eligible Operator” – anyone whose General License was expanded after winning the 5G Tender; for the purposes of this clause, MRT Operators that submitted a joint proposal agreement that received the Committee’s
approval and whose licenses were expanded, shall be deemed a single Eligible Operator;
|
1.10 |
“Qualifying Receipts” – ILS two hundred million (200,000,000);
|
1.11 |
“Engineering Condition for Entitlement” – rollout and operation of 250 Cellular Radio Base Stations in a 5G System and operation of a minimum bandwidth of 60 MHz at frequencies in the range of 3,500-3,800 MHz in a network or via the shared
network, for the provision of 5G Service through this frequency range, all prior to the Deadline for Eligibility for a Grant.
|
2. |
In order to promote and accelerate the development of the MRT networks, inter alia, for the purpose of advancing the rollout of a 5G System according to the targets of the 5G Tender, Eligible Operators shall be entitled to a Grant if they
fulfilled the Engineering Condition for Entitlement and according to the conditions hereunder.
|
3. |
The Qualifying Receipts shall be distributed as Grants among the Entitled Winners in the following manner, according to the chronological order of their entitlement:
|
3.1 |
The First Entitled Winner shall be entitled to 41% of the Qualifying Receipts or to ILS eighty-two million (82,000,000), whichever is lower.
|
3.2 |
The Second Entitled Winner shall be entitled to 33% of the Qualifying Receipts or to ILS sixty-six million (66,000,000), whichever is lower.
|
3.3 |
The Third Entitled Winner shall be entitled to 26% of the Qualifying Receipts or to ILS fifty-two million (52,000,000), whichever is lower.
|
4. |
Notwithstanding that stated in clause 3, if there are two First Entitled Winners, the Grant shall be divided between these winners as an average of the sums to which a First Entitled Winner and a Second Entitled Winner are entitled. If there
are three First Entitled Winners, the Qualifying Receipts shall be divided among them equally.
|
5. |
Notwithstanding that stated in clause 3, if there are more than one Second Entitled Winners, the Grant shall be divided between these winners as an average of the sums to which a Second Entitled Winner and a Third Entitled Winner are
entitled.
|
6. |
The Grant to the Entitled Winners shall be paid in 2022 and, in any event, shall not be paid before 1.10.2022. The payments shall not bear interest and linkage.
|
7. |
The fulfillment of the Engineering Condition for Entitlement shall be verified as follows:
|
7.1 |
After the Licensee examined and found that it fulfills the Engineering Condition for Entitlement, the Licensee shall so report to the Director or to whoever he authorized for this purpose, in the format specified in Addendum A to this
appendix, and shall attach an affidavit of officers of the Licensee (the general manager and the deputy general manager holding the office of engineering or technologies manager) in the version as specified in Addendum B to this appendix.
|
7.2 |
The date of the Licensee’s report according to the provisions of clause 7.1 shall be the record date for the purpose of fulfilling the Engineering Condition for Entitlement.
|
7.3 |
The Director or whoever he authorized for this purpose shall notify the Licensee of the date of the examinations during the day prior to the examination. The Licensee shall make available representatives on its behalf who possess
professional knowledge on the date of the examinations that the Director notified it, both during the examination of the sites to be performed from the control center and during site examinations in the field. The Licensee’s representative
shall arrive at the examinations in the field equipped with calibrated and properly working measuring equipment.
|
7.4 |
The Licensee shall present data to the Ministry’s employees who are in the control center, at their request, inter alia, in relation to the operation of the sites, and the map of the rollout of the sites reported to the Ministry, or any
other information relating to the establishment or operation of the sites at the request of the Ministry’s employees.
|
8. |
That stated above in no way prevents the Director from performing additional examinations, at his discretion, to examine the Licensee’s fulfillment of the conditions of entitlement, to the extent that such a need arises.
|
9. |
The eligibility for a Grant or fulfillment of the Engineering Condition for Entitlement does not release the Licensee in any way from the payment of a License Fee and/or any other payment that it is obligated to pay to the State pursuant to
any law. The Grant monies may not be offset from other payments that the Licensee owes to the Ministry of Communications.
|
1. |
According to that known to us, and after we personally examined all of the information needed in this regard, ________ [insert company’s name] fully fulfills the condition for entitlement to a Grant for the 5G rollout as specified hereunder:
|
• |
Correct to the date of the affidavit, the company has _______ [enter the number of sites] Cellular Radio Base Stations operating in a 5G System, as defined in the General License for the Provision of MRT Services that was issued to the
company;
|
• |
Correct to the date of the affidavit, the company is operating a minimum bandwidth of 60 MHz at frequencies within the range of 3,500-3,800 MHz [in a network/through the joint network – mark the relevant alternative] for the provision of 5G
Service as specified in Appendix E to its General License.
|
2. |
All of the information attached in Appendix A is correct and accurate, according to our personal examination.
|
Tel-Aviv, Israel
March 25, 2021
|
/s/ Kesselman & Kesselman
Certified Public Accountants (Isr.)
A member firm of PricewaterhouseCoopers International Limited
|
Derech Menachem Begin 146, Tel-Aviv-Yafo 6492103, Israel,
P.O Box 7187 Tel-Aviv 6107120 Telephone: +972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.com/il
|
(1)
|
I have reviewed this annual report on Form 20-F of Partner Communications Company Ltd.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
(4)
|
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
(5)
|
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s
internal control over financial reporting.
|
By: /s/ Isaac Benbenisti
—————————————— Isaac Benbenisti Chief Executive Officer
|
(1)
|
I have reviewed this annual report on Form 20-F of Partner Communications Company Ltd.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
(4)
|
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
(5)
|
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s
internal control over financial reporting.
|
Date: March 25, 2021
|
By: /s/ Tamir Amar
—————————————— Tamir Amar Chief Financial Officer
|
By: /s/ Isaac Benbenisti
—————————————— Name: Isaac Benbenisti Title: Chief Executive Officer |
By: /s/ Tamir Amar
—————————————— Name: Tamir Amar Title: Chief Financial Officer |
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