Exhibit 10.02
Contract:
THIS AGREEMENT made the 11th day of June, 0000
Xxxxxxx
Xxxxxx Xxxxx Xxxxxx Inc. Phone: 000-000-0000
000 Xxxxxxxxx Xxxxxxxx #0 Fax: 000-000-0000
Xxxxxxx, Xxxxxxx X0X 0X0 e-mail:
Herein called "Customer"
&
Datex Communications Corporation Phone: 000-000-0000
000 Xxxxxxxxx Xxxx Fax: 000-000-0000
Xxxxxxxx, Xxxxxxx X0X 0X0 e-mail:
Herein called "Datex"
1
Terms Of The Agreement:
1.0 General Overview
Datex, as an independent contractor agrees to provide certain software
and perform certain services for the Customer, at a defined cost as
outlined in the following under the terms herein set forth.
2.0 Software - CARS* Integrated Software Package
Datex to provide the Customer a license for the use of the CARS*
integrated software program at a set cost as outlined below. The CARS*
software to perform many of the day to day operations and billing
requirements of the Customer. Performance items to include all routine
order entry, customer service functions, accounting, sales tracking and
receipts processing functions. A one time set-up fee will cover all
costs incurred in the configuration, customization and design of the
standard CARS* program. Set up fee to cover the following initial costs
of billing structure design.
- rate table consulting and structuring
- standard invoice creation and layout
- French / English and bilingual (if
required) standard invoice design
- design and implementation of the
costing and invoicing engine
- network installation and configuration
- installation of the CARS* software
- Customer to Datex information
interface design / implementation
- Datex to Customer information
interface design / implementation
- initial software training /
orientation session
- set up of communication network and
monthly system flow
- 90 days unlimited local support
- set up of internet configuration
between Customer network and Datex
- one follow-up software training /
orientation session
BASE SET UP FEE TOTAL $10,000.00
- "Custom" set up $20,000.00
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TOTAL SET FEE $30,000.00
2
3.0 Base Monthly Software Monthly $1,200.00
- cost as outlined in "Schedule A"
attached
- complete and ongoing I.T. support of
the basic software
- 2 hours monthly telephone training /
support
- includes all basic version upgrades
Base Monthly Service Bureau Fee
4.0 Equal Access data - processing / set up /
maintenance Monthly $1,000.00
- fee based on a per billing cycle cost
- call data conversion and preparation
from one data source
- additional data stream analysis on a
quotation basis only
- call rating using three rate tables
- special maintenance of Custom Business
& Residential rates Monthly $1,250.00
3
- customer information preparation
- call data analysis and allocation (by
customer)
- Customer notification of all
unallocated calls
- updated customer information
preparation
4.1 Product, Line, Feature, Service - data processing /
set up / maintenance Monthly $ 600.00
- fee based on a per billing cycle cost
- includes up to 300 individual items if
required
- additional items @ $2.00 each if
required
4.2 Datex to provide the Customer standard monthly
management reports
- profit / loss / margin reports
- tax summary
- price per minute analysis
- provincial revenue analysis / cost
analysis
- rate program report
- calling analysis / product summary
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4.3 Datex to provide the Customer CD ROM back
up storage
- prepare data on CD Rom Monthly $ 75.00
- Label / store and index information Monthly $ 75.00
4.4 Datex to provide the Customer additional rate table
implementation
- Datex to provide Customer an Excel
spread sheet format for new or change
rate plans
- Customer to input all new and changed
rate table numbers into Datex supplied
Excel spread sheet and e-mail to Datex
prior to the 25th of the month for
next billing cycle implementation
- Customer acknowledges that Excel input
errors are the sole responsibility of
the Customer and that any reprints,
mailings or Datex time spent on fixing
Customer input errors will be invoiced
in full to the Customer.
- Customer acknowledges that new or
changed rates tables received after
the 25th of the month are subject to a
quoted extra charge if entry required
in the upcoming xxxx run.
- additional $100.00 (first month)
$50.00 ongoing per month surcharge on
base fee per rate table for monthly
analysis and auditing.
5
5.0 Services - Invoice Preparation / Processing /
Printing / Inserting
Datex to provide the Customer with invoice
preparation, printing and mailing services as per
sections 4.1, 4.2. & 4.3. Customer agrees to
purchase /supply at fair market value #2 booklet
envelopes, return envelopes (optional) along with
the supply of Customer letterhead for invoice cover
page from Datex's assigned print house. Customer
acknowledges that all Customer supplied print
material will conform 100% to Datex specifications
or an additional processing charge will be applied
(quoted) to use such material.
5.1 Invoice Preparation (per invoice) Each $1.10
- standard invoice calculations /
information
- name address, change of - custom marketing
address message box
- product - call summary by
summaries product
- remittance stub with
address
- accounts receivable bar code
information
- previous balance, payments, credits,
now due
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5.2 Invoice Processing
- per call record $ 0.003
- per product $ 0.03
5.3 Invoice Printing (600 DPI Laser)
- per page fee $ 0.0125
- per print impression $ 0.05
5.4 Invoice Folding and Inserting
- # 2 booklet envelope per piece labor $ 0.35
charge
- 9 X 00 xxxxxxxx xxx.,xxxxx and $ 1.00
business reply envelope
- for use with oversized multiple page
invoices
5.5 Invoice Reprints
- Standard Customer invoice reprints,
each includes 50 pages of single $ 10.00
sided print, additional pages @ $0.008
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5.6 CD ROM Data
- Monthly invoice data to customer on CD
for BillView facility (each) $ 50.00
6.0 CallView Program - End User Call Record Facility
6.1 callVIEW Software
- per single customer, user license set
up fee $ 125.00
6.2 CallView Data
- diskette (each) $ 10.00
- CD ROM (each) $ 50.00
6.0 Receipts Processing
- One time set up fee $1,000.00
- Set up of software interface to
process Customer's receipts at Datex
- Set up Oakville P.O. Box
- Set up banking relationship for
deposit entries
- Set up and train Customer on receipts
processing interface
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6.1 Base Monthly Fee $ 250.00
- one time per week pick up of mail from
Oakville P.O. Box
- one time per week deposit to
Customer's account @ xxxxxxxx
- update Customer data base with receipt
entries
6.2 Automatic Base Monthly Fee Increases
- @ 1001+ pieces per month processed
(2XWeek X.X.Xxx & Bank) $ 500.00
- @ 2001+ pieces per month processed
(3XWeek X.X.Xxx & Bank) $ 750.00
- @ 3001+ pieces per month processed
(4XWeek X.X.Xxx & Bank) $1,000.00
- @ 4001+ pieces per month processed
(5XWeek X.X.Xxx & Bank) $1,250.00
6.3 Weekly Service Provided
- open all envelops $0.65/item
- enter customer #, invoice # and check
amount into CARS* system
- enter all amounts into bank deposit
system
- photo copy and file all checks
received
- unallocated checks, remittance stubs
forwarded to customer
9
7.0 Term
This contract is for the term of 12 months and will be automatically
renewed at the end of the term at the same terms and conditions as
outlined in this contract unless notice to terminate is given by either
Datex or the Customer in writing 60 days prior to the date of
termination.
8.0 Designation of Duties
Customer to provide Datex with a charge account number of a courier
company of their choice for all Customer courier packages executed by
Datex. Customer to provide Datex with Vendor Data Table Updates after
Customer verifies unallocated numbers. Datex will complete the billing
cycle within five business days after receipt and verification of the
carrier data and the Customers Data Table Updates, excluding unknown
software issues.
9.0 Indemnity
Customer shall indemnify and hold harmless Datex, it's officers and
employees against all losses, claims, liabilities, damages and expenses
of any nature, directly or indirectly arising out of or as a result of
any act or omission by Datex, it's employees, or agents in the
performance of this agreement.
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10.0 Payment Of Services
Customer agrees to pay Datex a security deposit equivalent to two
months average billing services to be adjusted on a quarterly basis to
reflect Customers growth / decline in billing.
Customer acknowledges that Datex will produce an invoice upon the
completion of a billing cycle or any quoted work. Customer acknowledges
that all invoices are due upon receipt of invoice and that any
outstanding invoices over 30 days will be subject to a monthly finance
charge of 1.5%.
Customer acknowledges that Datex will not proceed with any work of any
kind while the Customers accounts receivable balance with Datex is more
than one billing month in arrears.
11.0 Confidentiality
Datex agrees to implementation of a standard non-disclosure pertaining
to formats, techniques or any other technologies developed by Datex on
behalf of the Customer and of any and all proprietary information
regarding the Customers business operations.
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12.0 Warranty
Datex services will be performed in accordance with generally and
accepted consultant/contract business principals and practices. This
warranty is in lieu of all other warranties either expressed or
implied.
13.0 Prohibition and Assignment
It is a condition of this agreement that Datex shall not assign this
agreement without the prior expressed written consent of the Customer.
14.0 Applicable Law
This agreement in and schedule of costs hereto shall be interpreted in
accordance with the laws of the Province of Ontario.
15.0 Severability
The invalidity of any particular provision of the agreement shall not
affect any other provision thereof, but the agreement shall be
continued as if such invalid provision were omitted.
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16.0 Courier Services
Customer acknowledges that all Customer courier charges incurred in the
normal course of processing the monthly billing cycle will be the sole
responsibility of the Customer. The Customer will supply Datex with a
courier account number and instructions on Customers courier
requirements.
17.0 Taxes
Customer acknowledges that all quoted charges contained in this
agreement are net of taxes and that all final invoices from Datex to
the Customer will include all taxes, customs, duties, levies and
similar charges payable to any jurisdiction or authority.
18.0 Entire Agreement
This agreement supersedes any prior written or oral agreements and
constitutes the entire agreement between Datex and the Customer which
shall not be varied by any oral agreement or representation of
otherwise, except in writing and duly executed by both parties.
19.0 Headings
The headings in this agreement are for convenience purposes only and do
not form part of this agreement and are not intended to interpret,
define or limit the scope, extent or intent of this agreement or any
provision hereof.
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IN THE WITNESS WHEREOF the parties have hereunto set their hands of the
date first written above.
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Witness
Accepted by Datex Communications Corporation this 11th day of June,
1998.
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Datex Communications Corporation Witness
RECEIPT OF ACCEPTED COPY OF AGREEMENT ACKNOWLEDGED this 11th day of June,1998
