CONFIDENTIAL AND PROPRIETARY
ORDERTRUST AFFILIATE:
Account No.:
SERVICE SPECIFICATION - APPENDIX 1
The following Service Specification includes terms and is incorporated by
reference in our OrderTrust Management Agreement dated _______, 1999
("Agreement"). This Service Specification is effective commencing on the date
such Service Specification is accepted by OrderTrust ("Effective Date") until
the 2nd year anniversary of the Effective Date ("Initial Term").
1 DEFINITIONS:
1.1 Authorization Request Transaction: shall mean each
independent electronic information request or transmittal
associated with an order and constructed by a merchant or
its agent in order to secure a payment processor's
conditional guarantee for the payment of the fees associated
with the order.
1.2 Authorization Response Transaction: shall mean each
independent electronic information request or transmittal
constructed by a payment processor in response to an
Authorization Request Transaction in order to deliver
information regarding the processor's ability to guarantee
the payment as requested in the Authorization Request
Transaction.
1.3 Certify: shall mean the process of testing and / or
establishing an entity's Configuration so as to enable that
entity to be a Presenter of, or Destination for,
Transactions and such Certified Configuration will be set
forth in a Configuration Document mutually agreed upon by
Order Trust and Affiliate.
1.4 Commerce Partner: shall mean any Network Endpoint that is
designated by Affiliate, accepted by OrderTrust, and
Certified in conjunction with the services as set forth in
section 4 of this Service Specification.
1.5 Destination: shall mean any entity to which OrderTrust
Presents or makes Transactions available.
1.6 Preexisting Configuration: Shall mean Configuration(s) which
include only components in effect on the date of
Certification and require no development or testing in
addition to that which OrderTrust anticipates as part of the
standard Certification process.
1.7 File: shall mean one or more Transactions grouped together
within a defined data package
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1.8 Line Item: shall mean information specifying the quantity of
each SKU being ordered within an individual Order
Transaction and may include other relevant information as
accepted by OrderTrust.
1.9 Network Endpoint: shall mean any entity Certified on the
OrderTrust Network
1.10 Order Transaction: shall mean each independent electronic
information request or transmittal that includes information
regarding a single customer and one or more SKUs; and may
include payment method(s), delivery location(s), delivery
method(s), and other relevant information as accepted by
OrderTrust.
1.11 Presenter: shall mean a Network Endpoint that is responsible
for Presenting or making Transactions available to OrderTrust.
1.12 Present: shall mean the process of delivering or making
available data to an entity.
1.13 Settlement Request Transaction: shall mean each independent
electronic information request or transmittal referencing a
specific Authorization Transaction and constructed by a
merchant or its agent with the intent of notifying a
processor that payment of the fees associated with the
Authorization Transaction should be initiated to the
merchant in accordance with the merchant's relationship with
the processor.
1.14 Settlement Response Transaction: shall mean each independent
electronic information request or transmittal constructed by
a payment processor in response to a Settlement Request
Transaction in order to deliver information regarding the
processor's ability to comply with the request represented
by the Settlement Request Transaction.
1.15 SKU: shall mean shelf keeping unit, which is an identifier of
a product or service.
1.16 Status Transaction: shall mean each independent electronic
information request or transmittal that includes information
regarding the status of fulfillment of one or more Line
Items contained in a single Order Transaction.
1.17 Transaction: shall mean each independent electronic
information request or transmittal that includes a specific
set of information as defined by OrderTrust.
1.18 Vendor ID: shall mean the unique code assigned by Affiliate
to each Commerce Partner and registered with OrderTrust.
2 FEES
2.1 One-Time Setup Fees: Affiliate shall pay OrderTrust fees, as
set forth in the Rate and Fee Schedule attached as Appendix
1 Schedule A, to:
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Payment Services:
2.1.1 Certify Affiliate or its agent as a
Presenter of Authorization Request
Transactions as per an attached
Configuration Document.
2.1.2 Certify, using a Pre-existing
Configuration, one Payment Commerce
Partner: FDC, as Destination for
Authorization Request Transactions,
presented to OrderTrust by Affiliate, as
per attached Configuration Document. The
initial Payment Commerce Partner shall be
listed on Appendix 1 Schedule B.
2.1.3 Certify Payment Commerce Partner(s) as
Presenter of Authorization Response
Transactions, presented to OrderTrust on
behalf of Affiliate, as per attached
Configuration Document(s).
2.1.4 Certify Affiliate or its agent as a
Destination for Authorization Response
Transactions as per an attached
Configuration Document.
2.1.5 Certify Affiliate or its agent as a
Presenter of Settlement Request
Transactions as per an attached
Configuration Document.
2.1.6 Certify Payment Commerce Partner(s) as
Destination for Settlement Request
Transactions, presented to OrderTrust by
Affiliate, as per attached Configuration
Document(s).
2.1.7 Certify Payment Commerce Partner(s) as
Presenter of Settlement Response
Transactions, presented to OrderTrust on
behalf of Affiliate, as per attached
Configuration Document(s).
2.1.8 Certify Affiliate or its agent as a
Destination for Settlement Response
Transactions as per an attached
Configuration Document.
Order Services:
2.1.9 Certify Affiliate or its agent as a
Presenter of Order Transactions as per an
attached Configuration Document.
2.1.10 Manage implementation, which shall include
providing a primary contact point to
implement end-to-end order flow, interfacing
with each endpoint for the purpose of
identifying appropriate formats, managing
custom mapping, for up to three (3) initial
Commerce Partners which initial Commerce
Partners must be identified within 15 days
of the execution of this Service
Specification and listed an Appendix I
Schedule B. Certify, using Pre-existing
Configurations, the initial Commerce
Partners listed on Appendix I Schedule B as
Destinations
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for Order Transactions presented to
OrderTrust by Affiliate as per Configuration
Document(s) to be attached hereto.
2.1.11 Certify, using Pre-existing
Configurations, the Commerce Partners
listed on Appendix I Schedule B as
Presenters of Order Status Transactions,
presented to OrderTrust on behalf of
Affiliate, as per Configuration
Document(s) to be attached hereto.
2.1.12 Certify Affiliate or its agent as a
Destination for Order Status Transactions
as per an attached Configuration Document.
2.2 Transaction Fees: Affiliate shall pay OrderTrust a fee, as
set forth in Appendix I Schedule A. for each Transaction
Presented to, processed by, or Presented by OrderTrust in
support of the Services as forth in this Agreement.
2.3 Monthly Minimum Transaction Fees: Affiliate shall pay
OrderTrust a minimum Transaction Fee each month as set forth
in Appendix 1, Schedule A. This fee represents the minimum
Transaction Fees OrderTrust will charge Affiliate tor any
given month independent of actual Transaction volumes or
service usage. Any non-Transaction Fees, including
Transaction Surcharges, will be charged independent of
Monthly Minimum Transaction Fees.
2.4 Certification Fees: Affiliate shall pay OrderTrust a fee, as
set forth in Appendix 1 Schedule A, for each entity
Certified or re-Certified in order to enable that entity to
send, receive, or exchange data with other Network
Endpoint(s) or service(s) available within or through
OrderTrust. Any Certifications explicitly identified as part
of the One-Time Setup Fee will not result in separate
Certification Fees.
2.5 Configuration Customization Fee: Affiliate shall pay
OrderTrust an hourly fee, as set forth in Appendix 1,
Schedule A. for the development and testing of any
customized formats or other Configuration Components that
OrderTrust agrees to provide which are not listed and shown
to be compatible in the OrderTrust Configurations Components
Catalog at the time of the Certification, A Configuration
Customization Fee will also be charged for any extended
servicing required by or requested by any endpoint in the
Certification process. OrderTrust will charge a minimum
number of hours of work as set forth in Appendix 1 Schedule
A for each customization.
2.6 Monthly Network Maintenance Fee: Affiliate shall pay
OrderTrust a fee, as set forth in Appendix 1 Schedule A, for
the support of Affiliate's Configuration(s) and for the
support of the Configuration(s) of each of Affiliate's
Commerce Partners.
2.7 Transaction Surcharge Fees: Affiliate shall pay OrderTrust
an additional fee for each Transaction Presented by or to
OrderTrust on behalf of Affiliate in a manner set forth in
Appendix 1 Schedule A or in any Configuration Document
related hereto.
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2.8 Expense Fees: Affiliate shall pay all expenses as set forth
in Appendix 1 Schedule A or in any Configuration Document
related hereto that are incurred by OrderTrust as a result
of providing the Services as set forth in this Agreement.
2.9 Service Cancellation Fee: In addition to any damages, legal
or equitable, due to OrderTrust for breach of this Agreement
should Affiliate cancel this Agreement prior to the
expiration of its term for any reason other than
OrderTrust's breach, Affiliate will pay OrderTrust a Service
Cancellation Fee as set forth in Appendix 1 Schedule A
2.10 Survival Fees: In addition to any Service Cancellation Fee,
and any other legal or equitable damages, Affiliate shall
pay to OrderTrust any fee set forth in any Configuration
Document related hereto which is identified as surviving the
term of this Agreement.
3 SUPPORT:
3.1 Telephone Support: OrderTrust shall provide reasonable
telephone support for Affiliate's Information Technology
employees only in connection with maintaining the standard
Services provided to Affiliate by OrderTrust pursuant to
this Agreement. Such support shall be limited to answering
questions about use and/or operation of such Services, Such
telephone support shall be available between 8:30 a.m. and
5:30 p.m., Eastern Time, Monday through Friday exclusive of
OrderTrust holidays. OrderTrust shall have no obligation
pursuant to this Section to perform any design or consulting
services for Affiliate.
4 SERVICE DESCRIPTION:
The Services performed by OrderTrust for Affiliate under this Service
Specification areas follows:
Authorization:
4.1 OrderTrust will accept Authorization Request Transactions
Presented to OrderTrust by Affiliate in accordance with its
Certification.
4.2 OrderTrust will accept Authorization Response Transactions
Presented to OrderTrust by ▇▇▇▇▇▇▇▇▇'s Payment Partner(s) in
accordance with their Certification.
4.3 OrderTrust will Present Authorization Request Transactions,
as instructed by Affiliate, to Payment Partner(s) who have
compatible Configurations as set forth in their respective
Configuration Documents.
4.4 OrderTrust will Present to Affiliate, in accordance with its
Configuration Document, all Authorization Response
Transactions Presented to OrderTrust by Affiliate's Payment
Partner(s) pertaining to Authorization Request Transactions
presented by OrderTrust to those Payment Partner(s) on behalf
of Affiliate.
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Settlement:
4.5 OrderTrust will accept Settlement Request Transactions
Presented to OrderTrust by Affiliate in accordance with its
Certification.
4.6 OrderTrust will Present Settlement Request Transactions, as
instructed by Affiliate, to Payment Partner(s) who have
compatible Configurations as set forth in their respective
Configuration Documents.
4.7 OrderTrust will accept Settlement Response Transactions
Presented to OrderTrust by Affiliate's Payment Partner(s) in
accordance with their Certification.
4.8 OrderTrust will Present to Affiliate, in accordance with its
Configuration Document, all Settlement Response Transactions
Presented to OrderTrust by Affiliate's Payment Partner(s)
pertaining to Settlement Request Transactions presented by
OrderTrust to those Payment Partner(s) on behalf of Affiliate.
Order Routing:
4.9 OrderTrust will accept Order Transactions Presented to
OrderTrust by Affiliate.
4.10 OrderTrust will determine the Commerce Partners that
Affiliate has designated to receive each Line Item based on
a Vendor ID included with each Line Item within every Order
Transaction Presented to OrderTrust by Affiliate, and
OrderTrust will group Line Items into separate Order
Transactions for each Commerce Partner based upon the Vendor
ID designations.
4.11 OrderTrust will Present these Order Transactions to the
appropriate Commerce Partner(s).
4.12 OrderTrust will accept from each Commerce Partner Status
Transactions that reference Order Transactions previously
Presented to that Commerce Partner by OrderTrust.
4.13 OrderTrust will Present to Affiliate Status Transactions
that reference Order Transactions previously Presented to
OrderTrust by Affiliate.
4.14 OrderTrust will provide all Commerce Partners Certified to
receive Order Transactions with the OrderTrust standard
Daily Fulfillment Reconciliation Report in a manner
consistent with each Commerce Partner's Configuration. This
report will reference the number of Transactions exchanged
between OrderTrust and the receiving Commerce Partner during
the 24-hour period of the previous business day;
non-business day activity will be reported on or before the
next business day.
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4.15 OrderTrust will provide Affiliate with OrderTrust standard
Daily Transaction Summary Report in a manner consistent with
Affiliate's Configuration on each business day. This report
will cover all activity processed by OrderTrust on behalf of
Affiliate during the 24-hour period of the previous business
day; non-business day activity will be reported on or before
the next business day.
4.16 OrderTrust will maintain online storage of all transaction
activity pertaining to an Order Transaction processed
through OrderTrust on behalf of Affiliate for a period of 90
Days past the date OrderTrust receives a Status Transaction
that indicates that the Order has been fulfilled or
canceled, or 180 days whichever is greater.
5 SERVICE LEVEL STANDARDS
When OrderTrust's performance is dependent upon obtaining a response or reply
on behalf of Affiliate from a service or application outside the OrderTrust
network, Service Levels are represented as the maximum latency introduced by
OrderTrust. All service level commitments are independent of delays caused by
inefficiencies or bandwidth limitations in networks, services, or applications
outside the OrderTrust network. All service level commitments assume a
transaction volume of 1,000 Transactions or fewer per hour. Transaction
volumes in excess of 1,000 Transactions per hour whether in real-time or by
batch may impact the total elapsed time or latency introduced by OrderTrust
for some transactions.
5.1 Time to process Order Transactions: The elapsed time from
when OrderTrust receives a complete, error-free Order
Transaction to the time OrderTrust Presents the Line Items
contained within that Order Transaction to the appropriate
Commerce Partner(s) as designated by Affiliate.
Monthly average not to exceed: 90 Minutes
Individual Order Transaction never to exceed: 1 Business Day
5.2 Time to process Status Transactions: The elapsed time from
when OrderTrust receives a complete, error-free Order Status
Transaction to the time OrderTrust presents an updated Order
Status Transaction to Affiliate.
Monthly average not to exceed: 90 Minutes
Individual Status Transactions never to exceed: 1 Business Day
5.3 Escalation Procedures: Issues that affect production will be
escalated according to the following categorization and
escalation table:
Severity 1: A hardware, software or network communications
issue which affects a production system, multiple customers
or a single customer such that it prevents or seriously
impedes the system/customer from completing business
transactions over the OrderTrust network. There is no known
effective workaround for the issue.
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Severity 2: A hardware, software or network communication
issue which affects a system/customers ability to process
but does not prevent the system/customer from processing
business transactions. Severity 1 problems typically are
downgraded to Severity 2 once a functional workaround is
identified.
Severity 3: A hardware, software or network communications
issue (or request) that affects a production system/customer
but has no impact on the ability to process business
transactions. It may also be an issue that affects only
non-production processing, but is not "critical path" in a
deployment effort.
Escalation based on Severity Level
Severity Level 1 2 3
Lead Operator Immediately Immediately Immediately
2nd Level Support 30 Minutes 30 Minutes 30 Minutes
Account Manager 30 Minutes 30 Minutes 2 Hours
VP of Operations 2 Hours 2 Hours 4 Hours
VP of Customer Service 2 Hours 4 Hours 4 Hours
Sales Executive 4 Hours 4 Hours 6 Hours
CTO 6 Hours
5.4 Reporting and Error Notification Responsibility: OrderTrust
will provide to Affiliate and Commerce Partners the daily
reports as set forth in Service Description sections 4.6 and
4.7. Each recipient is responsible for notifying OrderTrust
of non-receipt of the report or any inconsistencies between
the report and its own records. OrderTrust will inform each
recipient of this obligation and if a recipient does not
notify OrderTrust within 72 hours after receipt of the
report, the information contained in the report will be
deemed accepted and OrderTrust will have no further
liability for transmission errors regarding the Transactions
represented in the report.
5.5 Notification to Affiliate of Commerce Partner Issues:
OrderTrust will notify Affiliate as soon as possible
regarding any errors in acceptance of Order Transactions by
any Commerce Partner and/or any errors by Commerce Partners
in sending Status Transactions. Per section 6.1 below,
Affiliate is responsible for working with Commerce Partners
to correct any such errors.
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5.6 Quarterly Review: OrderTrust and Affiliate will, at a
minimum, have a conference call at a scheduled time each
quarter to review OrderTrust's provision of the Services and
the Service Levels, and any additional related issues that
may arise during any quarter.
5.7 Security and Network Redundancy: OrderTrust provides
security against loss of data in the event of a power outage
through emergency generators onsite. OrderTrust also
provides redundancy through a West Coast data center in
California. Both of these environments are secure and
protected by firewalls. In addition the network is monitored
7x24 to ensure the highest possible security, availability
and performance.
5.8 Network Availability: OrderTrust maintains at least 99%
system availability in any calendar year (except for the
downtime due to scheduled maintenance or the time when
merchants are switched to another communications processor).
6 COMMERCE PARTNERS AND NETWORK ENDPOINTS:
6.1 Responsibility for Commerce Partner Relationships: Affiliate
is responsible for the business and technical relationships
with its Commerce Partners. OrderTrust's sole responsibility
is to provide services in support of Affiliates as set forth
in section 4 of this Agreement. OrderTrust is in no way
responsible for managing Affiliate's relationship with any of
its Commerce Partners. OrderTrust's interaction with
Affiliate's Commerce Partners as a result of this Agreement
will be limited to work directly relating to the Certification
Process as set forth herein.
6.2 Service Dependency relevant to Commerce Partners: Affiliate
acknowledges and agrees that OrderTrust's ability to perform
any Certifications or provide ongoing support is dependent
on the cooperation of all entities directly affected by the
process, particularly Commerce Partners. Affiliate
acknowledges and agrees that any lack of cooperation from a
Commerce Partner in Certification or in ongoing support may
entitle OrderTrust to refuse to Certify or to continue to
support a Commerce Partner without liability under this
Agreement. OrderTrust will notify Affiliate of any issues
with Commerce Partners prior to terminating ongoing support.
6.3 Impact of Commerce Partner Non-Cooperation: Affiliate
acknowledges and agrees that if additional expenses,
including time, are incurred by OrderTrust because of lack
of cooperation from a Commerce Partner in either
Certification or in ongoing support, those expenses may be
charged to Affiliate in addition to and separate from any
other fees set forth in this Agreement. OrderTrust will
notify Affiliate prior to incurring any additional fees, if
possible. Should Affiliate choose not to pay any of these
additional fees, OrderTrust reserves the right to decline to
provide additional services, refuse or revoke any Commerce
Partner's Certification and terminate any Commerce Partner's
support on the OrderTrust network.
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6.4 Re-Certification of Commerce Partner: Affiliate acknowledges
and agrees that Commerce Partners who are taken off of the
network for any period of time and Commerce Partners that
require or request any change to their Configuration must be
re-Certified and a Certification Fee will be charged to
Affiliate. OrderTrust will notify Affiliate prior to
incurring any additional Configuration Fees. Affiliate
acknowledges and agrees that OrderTrust's services are
provided pursuant to the Configuration(s) as defined in
Configurations Documents for Affiliate and each of its
Commerce Partners. If any additional service requested by
Affiliate or a Commerce Partner, which OrderTrust agrees to
provide, cannot be supported using the existing
Configuration for any one entity, that entity may have to
undergo a new Certification, which would incur an additional
Certification Fee.
6.5 Reservation of Rights: OrderTrust reserves the right to
refuse to Certify any entity or to terminate the support of
any Network Endpoint for any reason whatsoever.
IN WITNESS WHEREOF, the parties have caused this Service Specification to be
executed by their duly authorized representatives as of the date first written
above.
ORDERTRUST LLC iPARTY
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Authorized Signature Authorized Signature
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Name Name
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Title Title
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Appendix 1 - Schedule A Rate and Payment Schedule
1. ONETIME SET UP FEE: $50,000
2. TRANSACTION FEES: $0.90 A single transaction shall include: Authorization
Request Transaction Presented to Payment Commerce Partner, Settlement Request
Transaction Presented to OrderTrust; Order Transaction Presented by OrderTrust
to a Commerce Partner; Order Status Transaction received by OrderTrust from a
Commerce Partner; Consumer e-mail notification.
The above transaction fee is assigned based on the assumption that the average
number of points of fulfillment in a single order transaction will be five or
less. Should the average number of points of fulfillment per order transaction
exceed five, OrderTrust has the right to adjust pricing in accordance with the
increased number of points of fulfillment per order transaction.
3. MONTHLY MINIMUM TRANSACTION FEES:
February 1999 $5,000
March 1999 $7,500
April 1999 and forward $10,000/mo.
Monthly Minimum Transaction Fees are comprised of Transaction Fees (per
Section 2 above), Monthly Network Maintenance Fees (per Section 6 below), as
well as operational support, monitoring and reporting.
4. CERTIFICATION FEES:
Per FTP Certification: TBD
Per E-Mail Certification: TBD
Per Fax Certification: TBD
5. CONFIGURATION CUSTOMIZATION FEES:
Per Hour: $150
Minimum hours per customization: 4
6. MONTHLY NETWORK MAINTENANCE FEES:
For Affiliate: $100
Per Commerce Partner: $100
7. TRANSACTION SURCHARGE FEES:
ORDERTRUST LLC iPARTY
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Authorized Signature Authorized Signature
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Name Name
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Title Title
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Appendix 1 - Schedule B Commerce Partners Schedule
1. CERTIFICATION FEES FOR THE CERTIFICATION OF THE FOLLOWING COMMERCE
PARTNER(S) IN ACCORDANCE WITH THE ATTACHED CONFIGURATION DOCUMENT(S)
IS INCLUDED IN THE ONE TIME SETUP FEE AS REPRESENTED IN APPENDIX 1
SCHEDULE A.
o First Data Corp.
▇ ▇▇▇▇▇▇'▇ Distribution Services
o Virtual Growth
o Fry Multimedia
o Star Greetings
ORDERTRUST LLC iPARTY
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Authorized Signature Authorized Signature
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Name Name
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Title Title
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