SERVICE AGREEMENT
This Customer Service Agreement (CSA), hereinafter referred to as the
"Agreement," entered into this 23rd day of June, 2003, by and between Netwolves
Network Services, Inc. ("NNSI"), and Swift Transportation Co., Inc. ("Swift").
NNSI agrees to provide the services listed hereafter in this Agreement:
1. Services:
a. Voice Communications
i- Switched outbound
ii- Switched inbound
iii- Dedicated outbound
iv- Dedicated Inbound
v- Calling Cards
2. Terms of Agreement
Commencement date: July 1, 2003 invoice
Termination Date: June 30, 2005
3. Rates are flat rates and are guaranteed by NNSI for the term of the
Agent: (See attached addendums for pricing)
Note: No other discounts apply
a. Minimum monthly guaranteed payment for services $250,000.00.
4. Provider Terms: Services provided through NNSI by other than NNSI may
require the individual term to extend beyond the term of this
Agreement. For each service element that ends beyond the term of this
Agreement, the applicable rates shall be honored beyond the Agreement
term to the termination of the individual service element term.
5- Installation Charges All Installation Charges will be waived provided
the service installed is not cancelled by Swift in year one of the
service. Swift will be responsible for early termination less than one
year in duration.
6- Payment Terms: Payment due upon receipt. A service charge of 1.5% per
month may be added to unpaid balances that are not paid within 30 days
of the receipt of the invoice.
7- Early Termination:
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a. By Swift: In the event Swift elects to terminate this Agent for
any reason other than just cause (defined below), Swift will be
liable for payment of the monthly guaranteed payment four the
number of months remaining in the term of the Agreement.
b. By NNSI: In the event NNSI is unable or unwilling to provide the
services listed under this Agreement whether the service is
directly controlled by NNSI or dictated by an outside provider,
the Agreement becomes null and void without further obligation to
the other party.
8- Service Commitment: NNSI agrees that in the event of a major network
problem, NNSI will work diligently to resolve the problem or provide
Swift with an alternate network. In the event NNSI has not corrected a
major network problem within 45 days of notification to NNSI, Swift
has the option of terminating the agreement.
9- Additional terms:
-- The rates associated with this CSA are shown on the attachments.
Any services provided by NNSI, not covered in this Agreement,
will be governed by current NNSI state tariffs, or negotiated as
needed. Where tariffs are not required, Minnesota tariff will
govern. Certain non-usage rate elements, i.e. LEC provided
access, fixed Monthly Recurring Charges (MRC), FCC mandated fees
and other administrative charges not under NNSI's control may
change from time to time.
-- Customer shall indemnify and bold NNSI harmless from all costs,
expenses, claims, or actions arising from fraudulent cells of any
nature which may comprise a portion of the Service. Customer
shall not be excused from paying NNSI for Service provided to
Customer or army portion thereof on the basis that fraudulent
calls comprised a corresponding portion of the Service.
-- All Bona Fide Billing Disputes along with complete documentation
must be submitted in writing within one hundred twenty (120) days
of the invoice date to:
NetWolves Network Services
0000 Xxxxx Xxx Xxxx
Xxxxxxxxxx, XX 00000
Attn: Accounts Receivable
-- Customer must pay all charges which are not in dispute in
accordance with the payment terms set forth in the CSA. An amount
will not be considered "in dispute" until Customer has provided
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NNSI with written notification and complete documentation of the
Bona Fide Billing Dispute. Customer must cooperate with NN SI to
resolve any disputes expeditiously.
-- If NNSI determines that Customer is entitled to credits, NNSI
will credit Customer's invoice for such amount on the next
appropriate billing cycle.
-- In. the event that the dispute is resolved in favor of NNSI,
Customer agrees to pay the disputed amount together with any
applicable late fees within ten (10) days of resolution.
10- Confidentiality: Swift and NNS1 agree that the terms and conditions of
this Agreement are not to be disclosed to a third party without the
written consent of both parties.
This Agreement entered into on the date first written herein.
Swift Transportation Co., Inc.
/s/ Xxxx Xxxxxxxxxx
---------------------
By: Xxxx Xxxxxxxxxx, V. P.
NNSI
/s/ Xxxxx Xxxxx
---------------------
By: Xxxxx Xxxxx, President
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