EX-10.1 11 dex101.htm TELEMATICS SERVICES AGREEMENT CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.*** February 19, 2002 TELEMATICS SERVICES AGREEMENT
EXHIBIT 10.1
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS
OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN
SEPARATELY FILED WITH THE COMMISSION.***
February 19, 2002
This TELEMATICS SERVICES AGREEMENT (“Agreement”) is made as of January 1, 2002 (the “Effective Date”), by and between BMW of North America, LLC, a Delaware limited liability company (“BMW”), and ATX Technologies, Inc., a Texas corporation (“ATX”), each of whom may be hereafter referred to individually as a “party” or collectively as the “parties.”
1. | THE TELEMATICS SERVICES. |
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2. | ATX DUTIES AND RESPONSIBILITIES. |
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BMW Operating Procedures from time to time only upon the prior written approval of BMW (which approval will not be unreasonably withheld). Failure by ATX to deliver its initial proposed BMW Operating Procedures within the time periods specified shall be deemed a material breach of this Agreement.
Priority 1: Airbag and Emergency: | ||||
On Target: | >= 90% of calls <= *** | |||
Bin 1: | <= 8% of calls > *** and <= *** | |||
Bin 2: | <= 2% of calls > *** | |||
Priority 2: All other calls: | ||||
On Target: | >= 90% of calls <= *** | |||
Bin 1: | <= 8% of calls > *** and <= *** | |||
Bin 2: | <= 2% of calls > *** |
ATX and BMW understand that calls in Bin 2 should be minimized, however due to sporadic call volume peaks, some calls may fall in this category. The parties agree that the implementation of new technologies in the delivery of the Telematics Services at the request of BMW may result in necessary changes to the answer speed targets and that each party will negotiate in good faith to revise those targets if technology so demands. The parties agree, however, that ATX’s failure to meet such answer speed targets, shall not constitute a
***Confidential material redacted and filed separately with the Commission
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material breach of this Agreement, but rather shall require the parties to review the program, during which review ATX shall define for BMW the source and scope of any problems associated with failure to meet the answer speed targets and provide BMW with a written plan of action to address such failure and to meet the standards set forth in this Section 2D. Should ATX continue to fail to meet said answer speed targets and is unable to remedy or cure the problems associated with such failure, two months after the initial notice of the problem or sixty (60) days beyond the development of the written plan of action noted above, which ever comes first, such failure shall constitute a material breach of this Agreement by ATX or, at BMW’s option, ATX and BMW may choose to develop additional action plans to address the problem.
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resolution of the dispute. The Parties agree to work toward a resolution in good faith. ATX reserves the right, upon BMW’s approval, which approval shall not be unreasonably withheld, to require changes to the Subscription Agreement as may be necessary or appropriate due to changes or developments in Laws or industry standards. Such changes shall not be retroactively effective to BMW customers unless specifically authorized or required by any Laws. ATX shall have the right to terminate any BMW customer’s account and/or cease to provide Telematics Services to any BMW customer if such customer breaches the Subscription Agreement or if ATX does not receive full payment for all fees due for services rendered to such customer. Prior to terminating any account or ceasing to provide Telematics Services to any customer, ATX shall give the customer prior written notice as provided in the Subscription Agreement. Prior to terminating any such account, ATX shall give BMW detailed reports of accounts to be terminated as specified in the BMW Operating Procedures. ATX shall develop and implement a process for active renewal of Subscription Agreements for then-existing subscribers. BMW shall hold ATX harmless from any errors or omissions in customer account data received from previous BMW telematics service providers and from the lack of executed subscriber agreements from any such customers. Additionally, ATX shall be entitled to rely upon the delivery of customer data from a BMW dealer with respect to a Vehicle as a deemed certification that the customer described therein is in fact the lawful owner/lessee of such Vehicle (whether new or pre-owned) and BMW shall indemnify and hold ATX harmless for claims, liabilities, losses and expenses if the customer described therein is not in fact the lawful owner/lessee of the Vehicle. ATX shall also be entitled to rely upon notification from BMW that a Vehicle has been removed from service (e.g., totaled, foreign shipment, etc.) and BMW shall indemnify and hold ATX harmless from claims, liabilities, losses, and expenses if the Vehicle has not in fact been removed from service. BMW shall review and approve, which approval shall not be unreasonably withheld, all proposed electronic or physical correspondence with current or prospective BMW subscribers.
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services. ATX will maintain a system that will update rate changes and will implement procedures to ensure that the proper determination of tax rates are applied to all telematics transactions. ATX will conduct periodic review of sales and use tax source documentation and will advise, analyze and provide support documentation to BMW of any extraordinary transactions requiring specialized sales tax treatment
Based on its research, ATX will calculate, apply and collect sales, use, and/or any other taxes required by taxing authorities having jurisdiction over the telematic services provided hereunder. ATX will remit to BMW by the fifth (5th) working day of each month, the taxes calculated and collected by ATX for the previous month. Simultaneous therewith, ATX will provide BMW an electronic file in flat ASCII format listing location code or customer identifier, gross sales and exempt sales , city, county, state and zip code information and must be compatible with BMW’s tax preparation system requirements as specified herein and as amended by BMW from time to time. BMW will provide ATX with at least 30 days notice prior to a change in file format to allow ATX time to implement the change. ATX designates its controller for questions relating to the research conducted by ATX or its suppliers, rate changes and other miscellaneous telematics related tax questions. ATX will verify the accuracy of the file prior to transmittal and will use commercially reasonable measures to ensure the security of the data transferred.
BMW will remit the taxes as determined by ATX, to the appropriate jurisdictions, by incorporating the taxes on its tax return. ATX will notify BMW of the jurisdictions requiring tax returns via the monthly report. . Based on this notification, BMW will determine the tax registration requirement and apply for the required tax licenses in such jurisdiction, at its sole cost and expense.
BMW will represent itself and/or ATX in all sales and use tax examination and will defend all audits, should such audits occur. ATX will cooperate with BMW in all such examinations and audits by providing all source documents, tax formula and/or any other documents or information relied upon and used by ATX in determining the tax liability for the telematic services hereunder. Additionally, in the event a taxing authority overcharges BMW or assesses additional taxes, interest and/or penalty, BMW will undertake the prosecution of a refund or defense of such claim, if appropriate, and ATX, at its cost, will promptly provide any and all documentation and assistance required for the defense and pleading of such matters. Notwithstanding the above, ATX may, at its own expense, engage counsel to consult or defend itself on any such matters.
ATX will indemnify and hold BMW, its subsidiaries, affiliates, director, officers, successors, assigns, heirs, legal representatives, employees and agents harmless from any and all losses, liabilities, claims, demands, damages, actions, suits, proceedings, assessments, interests, penalties, judgments, reasonable costs and expenses of whatever nature, suffered or incurred by BMW resulting from any
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acts, omissions, negligence or willful misconduct of ATX in the performance of all of its duties, responsibilities and undertakings set forth above in this Section 2H, including, but not limited to, additional taxes, penalties or interests for failure to file returns directly attributable to ATX’s failure to notify BMW of the need to file a return in a particular jurisdiction; untimely filing due to ATX’s delayed (beyond 10 days) submission of the monthly electronic file, unless such delay is caused by ATX’s inability to accommodate a requested file format change by BMW; ATX’s use of incorrect tax rates, as determined by the taxing authorities and improper tax computation by ATX.
IN NO EVENT SHALL ATX BE LIABLE TO BMW FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED. THESE LIMITATIONS WILL APPLY FOR ANY CLAIMS, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT LIABILITY, EVEN IF ATX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS SET FORTH IN SECTION 2J HEREOF, ATX DOES NOT MAKE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, AND IN PARTICULAR DOES NOT MAKE ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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CONFIDENTIAL TREATMENT
FURTHER, ATX DOES NOT WARRANT THAT THE ATX SERVICES OR THE DEVICES WILL PREVENT ANY LOSS OF PROPERTY OR PERSONAL INJURY BY THEFT, BURGLARY, HOLD-UP, FIRE, MEDICAL PROBLEM OR OTHERWISE. FURTHERMORE, ATX DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE WIRELESS PHONE EQUIPMENT, THE WIRELESS SERVICE, OR THE TRANSMISSION OF ATX SIGNALS VIA SUCH SERVICE.
This Section 2K shall survive any termination or expiration of this Agreement.
3. | BMW RESPONSIBILITIES. |
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The Electronic Subscriber Agreement will be used for point of sale registration and for updating subscribers’ information and services on the xxxxxx.xxx\owner’s circle web site. ATX will have access to the subscriber information in both electronic and paper formats. ATX will be responsible to undertake to maintain a valid subscriber agreement with the customer after initial vehicle delivery and registration; however, BMW will assist in this process through its retail locations and web site.
i. | In connection with the provision of Telematics Services to the Customers, |
ii. | For purposes of planning and evaluating new and existing Telematics Services on behalf of BMW, |
iii. | For preparing aggregate statistical data that do not disclose specific Customer Data about a particular Customer, and |
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iv. | For complying with legally mandated orders of a governmental authority requesting such information, provided BMW is given written notice prior to any disclosure and a reasonable opportunity to contest such disclosure, unless disclosure is expressly forbidden by the governmental authority. Should BMW and ATX agree on a standardized process for disclosure, that process will supersede this item iv. |
G. NON-RECURRING ENGINEERING (NRE) FEES. During the term of this Agreement, with respect to each new program, BMW shall pay to ATX NRE fees as may be mutually agreed upon from time to time by ATX and BMW.
4. | ADVERTISING, TRADEMARKS AND USE OF NAME. |
5. | PROTECTIVE PROVISIONS. |
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proprietary information relating to the business and operations of the other. Each of the parties acknowledges that all such confidential information of the other has been and will continue to be of central importance to the business of the other, and that the use of such confidential information for its own account, or the disclosure of it to or its use by others would cause substantial loss and irreparable harm to the owner of the confidential information. Neither party shall use for its own account, or disclose to any person, corporation, firm, partnership, association or other entity, directly or indirectly: (a) any confidential information regarding the other’s technologies, processes, or strategies; (b) any other confidential information relating to the other’s business; and (c) any other confidential information the disclosure of which would have an adverse effect on the business of the other. Notwithstanding the foregoing, nothing in this Section 5 shall prevent either party from using information obtained from the other party to the extent such information (a) is already in the possession of the receiving party at the time of the disclosure, (b) is developed independently by the receiving party without violating the disclosing party’s proprietary rights, (c) is obtained from a source other than the disclosing party under no obligation of confidentiality to the disclosing party, (d) is publicly available when received, or which thereafter becomes publicly available other than through any unauthorized disclosure by, through, or on behalf of, the receiving party, or (e) is required to be disclosed by the receiving party by judicial or administrative process, provided that the non-disclosing party is given reasonable prior written notice sufficient to permit the non-disclosing party to contest such disclosure. This Section 5 shall survive any termination or expiration of the Agreement.
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6. | TERM AND TERMINATION. |
In the event BMW terminates this agreement for any reason, ATX shall assist BMW in good faith to develop and implement a transition plan to enable BMW to minimize the impact of such termination on its telematics customers. BMW shall reimburse ATX for its reasonable expenses incurred to assist BMW to develop and implement any transition plan. In connection with its assistance, ATX shall make customer data available to BMW or its new third party service provider. ATX shall not be required to disclose confidential information of ATX.
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D. RIGHT OF THE PARTIES IN THE EVENT OF TERMINATION OR NON-RENEWAL. This Section 6D shall survive any termination or expiration of this Agreement. Upon expiration or termination of this Agreement for any reason the parties shall have the following rights:
(1) Each party shall return to the other all documents, materials, reports, Customer Information, customer data, or other information, or copies thereof, and any Confidential Information, which were received from the other party for use in the course of this Agreement.
(2) Each party shall cease to use any of the others marketing materials, trademarks, trade names or logos.
7. | INDEMNIFICATION; RELEASE. This Section 7 shall survive any termination or expiration of this Agreement. |
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efforts to notify by telephone the appropriate emergency agency or other person named in the Customer Data. BMW also understands that ATX does not promise that anyone telephoned by it will respond to the call. BMW also understands that ATX may be required by judicial or administrative process to disclose Customer Data or tracking information, in which event, ATX will provide BMW with reasonable written notice sufficient to provide BMW with an opportunity to contest such disclosure. The parties agree to cooperate in good faith and share the cost to contest such disclosure. BMW hereby releases and forever discharges ATX and its shareholders, directors, officers, employees, and affiliates, from any and all liabilities, losses, claims, demands, actions, damages, injuries and expenses of every kind and nature (collectively, “Losses”) arising out of or relating to any claim that ATX was not authorized to contact the agencies and persons, provided ATX was so authorized by a BMW customer or BMW (or by judicial or administrative process) to receive Device location information in accordance with the terms hereof, or for failure or delay by such agencies or persons in responding, and BMW shall indemnify ATX for any Losses incurred by ATX in connection with any claim by any BMW customer that ATX was not authorized to contact the agencies and persons who ATX was in fact authorized by such customer or BMW to receive Device location information in accordance with the terms hereof or that any authorized persons or agencies failed to respond or delayed in responding to such customer.
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10. | GENERAL. This Section 10 shall survive termination or expiration of this Agreement. |
If to BMW:
BMW of North America, LLC
000 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxxx Xxxx, XX 00000-0000
Attn: Purchasing Manager
cc: General Counsel
Fax: (000) 000-0000
If to ATX:
ATX Technologies, Inc.
0000 Xxxxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Attn: President
cc: General Counsel
Fax: 000-000-0000
Each party is responsible for informing the other of any changes in its address by sending proper written notice to the other.
D. GOVERNING LAW. The validity, interpretation and construction of this Agreement, and all other matters related to this Agreement, shall be governed and interpreted by the laws of the State of New York.
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and professional fees, reasonable attorney’s fees and all other costs incurred by the prevailing party in preparation for the proceeding.
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other calamities, labor strikes, communications or power failures, transportation delays, or subsequently enacted governmental regulations, but only to the extent such events are outside the non-performing party’s reasonable control. Such excuse for delay or failure in performance provided by this section will apply only during the existence or occurrence of the pertinent event, and for a reasonable time thereafter.
BMW OF NORTH AMERICA, LLC | ATX TECHNOLOGIES INC. | |||||||
By: | By: | |||||||
Printed Name: | Printed Name: | |||||||
Title: | Title: | |||||||
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CONFIDENTIAL TREATMENT
By: | By: | |||||||
Printed Name: | Printed Name: | |||||||
Title: | Title: | |||||||
Schedule of Exhibits
A. | ATX Services |
B. | Payment Terms |
C. | BMW Operating Procedures |
D. | Subscription Agreement |
E. | Confidentiality Agreement |
F. | Privacy Policy |
G. | Insurance Requirements |
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CONFIDENTIAL TREATMENT
EXHIBIT A
ATX SERVICES
ATX will deliver Telematics Services to subscribers owning and/or leasing BMW vehicles equipped with a navigation system and the Akira Telematics Control Unit, as well as all vehicles to be equipped with the Everest Telematics Control Unit.
ATX will support the development and porting of its services for registration, renewals and accessing at xxxxxx.xxx/xxxxx’s circle.
The following service description tables are for illustrative purposes only. The full description of service implementation and service delivery can be found in the BMW Operating Procedures.
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Akira Telematics Control Unit, February 2001-August 2002 production
Service Package | Service Name | Service Description | ||
Automatic collision notification (3 year duration of service from date of retail delivery, paid by BMW) | *** | |||
Safety & Security Package | Emergency assistance (3 year duration of service from date of retail delivery, paid by BMW) | *** | ||
Roadside assistance (3 year duration of service from date of retail delivery, paid by BMW) | *** | |||
Security system notification (3 year duration of service from date of retail delivery, paid by BMW) I-bus vehicles only (excludes new 7 Series, E65) | *** |
***Confidential material redacted and filed separately with the Commission
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Everest Telematics Control Unit, Commencing September 2002 Production
It is BMW NA’s intention to introduce this new hardware platform effective with its 2003 Model Year launch in 9/02. In the event that the supporting infrastructure (including but not limited to vehicle hardware, software, wireless network compatibility, call center readiness, etc.) is not ready to support this launch, BMW intends to continue with the Akira platform per the above program. Rollout of the Everest TCU may be by Series, rather than across all series, dependent on vehicle readiness. BMW shall not be held liable by ATX for any delay in the launch of the Everest platform, or subsequent loss in potential revenues.
Products listed in the following tables may be introduced in phases as mutually agreed by both BMW and ATX.
Service Package | Service Name | Service Description | ||
Automatic collision notification | *** | |||
Safety & Security Package (1 year duration of service from date of retail delivery, paid by BMW) | Emergency assistance | *** | ||
Roadside assistance | *** | |||
Security system notification I - bus vehicles only (excludes new 7 Series, E65) (1 year duration of service from date of delivery, paid by BMW) | *** |
***Confidential material redacted and filed separately with the Commission
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Service Package | Service Name | Service Description | Current Third Party Supplier | |||
Convenience Package (customer option) | Real time traffic | *** | Westwood One/ Tele Atlas | |||
Route guidance | *** | NavTech GDT Telcontar | ||||
Convenience info (ATMs, gas, hotels) | *** | POIs: InfoUSA Maps: NavTech GDT Telcontar | ||||
Concierge (tickets, reservations, flowers) | *** | Prestige | ||||
Customer Relations | *** | BMW FS |
***Confidential material redacted and filed separately with the Commission
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Service Package | Service Name | Service Description | Current Third Party Supplier | |||
Online Package (New 7 Series, E65 only, customer option) | Info (weather, news, finance, traffic, sports) | *** | CNN & Westwood One/ Tele Atlas | |||
PIM - personal info management | *** | Unknown | ||||
Online services (e-mail, yellow pages) | *** | Unknown | ||||
Service Package | Service Name | Service Description | ||||
TeleService (duration of vehicle warranty, paid by BMW) | Service request | *** |
***Confidential material redacted and filed separately with the Commission
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EXHIBIT B
PAYMENT TERMS
Akira Platform
Safety & Security Package:
***/year/customer
Service pricing includes incoming ATX related 800# telephone costs, data entry and acquaintance calls (3 minute target)
Security System Notification:
Call data and volume recorded w/o response, ***
Everest Platform
TeleService:
***/year/customer, calendar year 2002 only, to obtain baseline cost data on approximately 4000 7 Series Everest-equipped vehicles to be activated with this capability over the last 3 months of 2002. ATX will evaluate, track and share usage and expenses associated with providing this service in order to establish appropriate service pricing beginning January 1, 2003.
Safety & Security Package:
***/year/customer
Service pricing includes incoming ATX related 800# telephone costs, data entry and acquaintance calls (3 minute target)
Security System Notification:
Call data and volume recorded w/o response, ***
Convenience Package:
***/year/customer for less than 10k subscribers,
***/year/customer for more than 10k but less than 20k subscribers,
***/year/customer for more than 20k subscribers
Convenience package pricing includes content provider license fees for existing providers, Prestige International (Concierge) and ATX call center (Traffic, route guidance and convenience info). This pricing assumes annual billing (paid annually by the customer in advance each year, commencing with vehicle delivery and/or subscription to this service) and that the vehicle dials a 972 or similar area code number that is local to the ATX call center. All pricing is subject to review, contingent upon content provider re-negotiations (e.g., Westwood One instead of Etak, NavTech under BMW contract, etc).
Content providers and licensors can be changed, subject to BMW approval, which will not be unreasonably withheld. Investigation and integration related to a change in content
***Confidential material redacted and filed separately with the Commission
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providers will involve technical and economic evaluation. Approval by both parties will include documentation of responsibility for development and licensing fees. The expectation is that if ATX suggests a change in existing ATX content providers, then ATX will bear development and ongoing licensing of costs. If BMW suggests a change in any content providers, BMW will bear the development and ongoing licensing costs.
Online Package:
***/year/customer
Online package pricing includes existing content providers’ license fees, including those listed as “unknown” in Exhibit A for PIM and Online Services. This pricing assumes annual billing (paid annually by the customer in advance each year, commencing with vehicle delivery and/or subscription to this service) and that the vehicle dials a 972 or other area code number, local to the ATX call center.
Content providers and licensors can be changed, subject to BMW approval, which will not be unreasonably withheld. Investigation and integration related to a change in content providers will involve technical and economic evaluation. Approval by both parties will include documentation of responsibility for development and licensing fees. The expectation is that if ATX suggests a change in existing ATX content providers, then ATX will bear development and ongoing licensing of costs. If BMW suggests a change in content providers, BMW will bear the development and ongoing licensing costs.
Usage Assumptions
Pricing is based on usage assumptions in the following table:
SERVICE | Avg. Number of Calls per Year per subscriber | Avg. Time Per Incident | ||||
TeleService | *** times per year | *** SMS | ||||
Safety & Security | Automatic Collision Notification Emergency Breakdown | Pricing based on ATX maintaining a *** capacity operations staff to meet 24 x 7 operating environment with performance metrics as expressed elsewhere in this agreement. ATX has based pricing of these services on experience since model year 1996. | ||||
Real time traffic (non navi) | *** per week - *** per week (***) | *** seconds(assumption based on personalized traffic) | ||||
Real time traffic (navi) | *** per week - *** per week (***) | *** SMS packets/request | ||||
Route guidance (non-navi) | *** per year | *** minutes | ||||
Route guidance (navi) | *** per year | *** SMS packets/request | ||||
Convenience | Convenience info (ATMs, gas, hotels) (navi) | *** per year | *** SMS packets/request | |||
Concierge (tickets, reservations, flowers) | *** per year | *** Minutes ATX time, *** Minutes Prestige time | ||||
Customer Relations | *** per year | *** minutes | ||||
On-Line | Info (weather, news, finance, sports) | ***X a day weekdays=*** ***X on weekends=*** | *** minutes via WAP. | |||
PIM - personal info management | ***X a day weekdays=*** ***X on weekends=*** | *** Minutes via WAP | ||||
Online services (e-mail, yellow pages) | ***X a day weekdays=*** ***X on weekends=*** | E-Mail: *** Minutes via WAP Yellow Pages: *** Minutes via WAP | ||||
Pricing assumptions for all packages contemplate accurate service selection by customers (e.g., “Emergency” vs. “Assist”) and above usage assumptions. The parties shall evaluate
***Confidential material redacted and filed separately with the Commission
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actual service selection accuracy and usage history and its impact on the pricing structure during the annual pricing review. The pricing for the subsequent calendar year shall be mutually agreed upon by the parties, taking into consideration the current year’s service selection accuracy and usage history, as well as documented cost of services, which are designed to be reduced annually through ATX efforts to improve operating efficiencies, content/third party price reductions and economies of scale.
Safety & Security Package Payments
BMW NA agrees to pay for 3 years of service from the date of retail delivery for Akira-equipped vehicles that remain in service within the United States and with an activated phone. BMW NA agrees to pay for 1 year of service from the date of retail delivery for Everest-equipped vehicles that remain in service within the United States. Payments for services on these vehicles will be made monthly, based upon the total quantity of covered vehicles in service for the prior month. The payment per vehicle will be one twelfth of the current annual charge.
By the tenth of each month, BMW NA will provide ATX with a list of Akira and Everest-equipped vehicles delivered the prior month, as well as any vehicles removed from service. On the basis of such list, ATX will calculate the running total of vehicles in BMW paid service and xxxx BMW NA accordingly. BMW shall make payment to ATX, in the manner requested by ATX, net 30 days. Each month, ATX will advise BMW of the total quantity of active Safety & Security Package subscribers, as well as the subscribers’ expiration months.
Since Akira-equipped vehicles may have been delivered to retail customers as early as January 15, 2001, prior to the formal initiation of service on January 1, 2002, BMW will provide ATX with a list of the Akira-equipped vehicles (“legacy vehicles”) delivered to retail customers each month in 2001. These vehicles will form the basis of ATX’s first xxxx to BMW.
Customers will have the option to pre-pay for future annual renewals of the Safety & Security Package at the point of vehicle sale (POS). The Parties agree that at initial launch of the Telematics Services, customer will be required to pre-pay for future years of the Safety & Security Package with a credit card. BMW may establish other methods of customer payment after the program is launched. ATX agrees to work in good faith with BMW to establish other methods of customer payment, as BMW may deem appropriate. Since ATX receives payment, ATX shall retain its current agreed wholesale optional package charge for the entire year and remit the balance of the retail price to BMW. ATX will advise BMW each month of the total quantity of active subscribers per optional package, as well as the subscribers’ expiration months.
After the BMW or customer pre-paid period expires, ATX will be responsible for the solicitation and renewal of the Safety & Security Package with the current BMW owner. Renewal efforts shall be coordinated with BMW and shall be undertaken via the subscriber’s preferred communication format, e.g., postal mail, e-mail, and/or telephone.
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ATX will not contact customers while they are in the vehicle, via the telematic device and service to solicit renewals. ATX will bear the entire costs associated with renewal activities. ATX will xxxx customers annually for renewal charges. On a monthly basis and for each payment made by a customer, ATX shall retain the agreed upon wholesale renewal charges and remit the balance of the retail price to BMW.
Within 5 business days of the end of the month, all funds due to BMW (net of ATX fees) will be wired to a BMW account and all required reports will be provided electronically to BMW’s Finance & Administration department program management and other groups as required by BMW. This structure provides for the timely and clean transfer of funds, minimizes the number of wire transfers between companies and fulfills ATX’s requirement of payment prior to the rendering of services.
Convenience and Online Package Payments (Optional Packages)
Customers will be solely responsible for the annual payment of optional packages. The Parties agree that at initial launch of the Telematic Services, customer will be required to pay for the optional packages with a credit card. BMW may establish other methods of payment after the program is launched. ATX agrees to work in good faith with BMW to establish other methods of customer payment, as BMW may deem appropriate. Since ATX receives payment, ATX shall retain its current agreed wholesale optional package charge for the entire year and remit the balance of the retail price to BMW. ATX will advise BMW each month of the total quantity of active subscribers per optional package, as well as the subscribers’ expiration months.
After the initial customer-paid period expires, ATX will be responsible for the solicitation and renewal of the optional package(s) with the current BMW owners. ATX will be responsible for maintaining a valid subscriber agreement with the customer. All costs associated with these activities will be borne in their entirety by ATX.
Within 5 business days of the end of the month all funds due to BMW (net of ATX fees) will be wired to a BMW account and all requested reports provided electronically to BMW’s Finance & Administration Department, program management and other appropriate groups. This structure provides for the timely and clean transfer of funds, minimizes the number of wire transfers between companies and fulfills ATX’s requirement of payment prior to the rendering of services.
In the event that BMW wishes to extend a free period of service of these optional packages to select customers, it shall pay ATX for these services on a monthly basis (one twelfth of the current wholesale rate) for the subject vehicles.
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