CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
EXECUTIVE SUMMARY
BELLSOUTH ("BST") BILLING AND COLLECTIONS AGREEMENT
Cingular and BST have agreed to enter into a new Billing and Collections
Agreement ("B&C") that will supercede the existing Billing and Collections
agreement. The B&C outlines the billing and collection processes between the two
companies and the associated costs to perform those services. The B&C is
effective as of September 1, 2003 and has a term of 3 years. Thereafter, the
term shall continue on a monthly basis until either a new agreement is in place,
or until the agreement is amended. The B&C is effective for all BST Markets
where Combined Billing is available.
The pricing for the B&C costs to be charged to Cingular will have an average
cost of a $1.13 per invoice. This cost including OCA charges (Outside Collection
Agency) is approximately $1.40 per invoice. For comparative purposes, Cingular's
internal B&C costs plus OCA fees is $1.22.
The bad debt under this agreement will now be fully recoursed, beginning with
the September PARS Statement, which corresponds to the December 2002 revenue
month. Under the previous agreement, bad debt was withheld at 3.2% each month.
The new B&C provides for full recourse of the actual bad debt incurred by BST.
BST and Cingular have agreed on two provisions to aid in the management of bad
debt. First, BST will use Cingular's credit scoring model. Second, BST and
Cingular will meet quarterly to review and modify collection procedures.
CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Approval Route Sheet
****** PLEASE EXPEDITE ******
EXECUTIVE SUMMARY
DATE:9-29-03
PROJECT NAME: BILLING AND COLLECTIONS (B AND C) AGREEMENTS FOR CINGULAR AND FROM
BELLSOUTH AND SBC
ATTACHMENTS: 1. BELLSOUTH B AND C CONTRACT
2. SBC B AND C CONTRACTS
3. SBC ALLOY HOLDINGS INC. REIMBURSEMENT AGREEMENT FOR B
AND C INITIATIVE
COMMENTS: YOUR IMMEDIATE REVIEW AND APPROVAL OF ATTACHED BILLING AND COLLECTION
INITIATIVES IS REQUESTED. THESE TERMS AND CONDITIONS HAVE BEEN EVALUATED AND
ACCEPTED BY LEGAL AND BUSINESS OWNERS AT CINGULAR, SBC AND BELLSOUTH. ONCE YOUR
AUTHORIZATION IS SECURED, WE WILL BEGIN PREPARATION AND CIRCULATION OF LEGAL
DOCUMENTS FOR CINGULAR BOARD OF DIRECTORS WRITTEN CONSENT. PLEASE ADVISE WITH
ANY QUESTIONS.
THANKS, ▇▇▇▇▇ ▇▇▇▇
APPROVALS
NAME TITLE SIGNATURE DATE APPROVED
---- ----- --------- -------------
▇▇▇▇▇ ▇▇▇▇ V.P. Affiliate Relations /s/ ▇▇▇▇▇ ▇▇▇▇ 9-29-03
▇▇▇▇▇ ▇▇▇▇▇▇ Sr. V.P. Sales Ops /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ 10/3/03
▇▇▇▇ ▇▇▇▇▇▇▇ CFO /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ 10/6/03
▇▇▇▇ ▇▇▇▇▇▇▇ COO /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ 10/6/03
▇▇▇▇ ▇▇▇▇▇▇ President & CEO /s/ ▇▇▇▇ ▇▇▇▇▇▇ 10/7/03
IMMEDIATELY UPON FINAL SIGNATURE, PLEASE RETURN TO:
▇▇▇▇▇▇ ▇▇▇▇
EXECUTIVE ASSISTANT TO VICE PRESIDENT, AFFILIATE RELATIONS
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ A ms 1040
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
1) THE REQUIRED TURNAROUND TIME FOR SIGNATURE IS NO MORE THAN 24 HOURS
FROM THE TIME THE DOCUMENT IS RECEIVED FOR YOUR SIGNATURE.
2) WHEN A DELEGATED MANAGER SIGNS THESE DOCUMENTS, PLEASE FILE A
DELEGATION AUTHORITY NOTICE WITH A COPY TO THE ADDRESS SHOWN ABOVE.
CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
TABLE OF CONTENTS
1. SCOPE OF THIS AGREEMENT AND RELATIONSHIP TO OTHER DOCUMENTS
2. ENTIRE AGREEMENT
3. HEADINGS
4. AMENDMENTS AND WAIVERS
5. REGULATORY CONSIDERATIONS
6. GENERAL DESCRIPTION OF SERVICES TO BE PURCHASED
7. END-USER AUTHORIZATION AND IDENTIFICATION
8. DATA FORMAT AND CONTENT
9. DATA EXCHANGE
10. ERRORS AND OMISSIONS
11. LOST OR DAMAGED DATA
12. REJECTED INVOICES AND ADJUSTMENTS
13. ▇▇▇▇ SPECIFICATIONS
14. SERVICE AND TEXT APPROVAL
15. AGE OF CHARGES
16. END-USER DISPUTES
17. INQUIRY
18. COLLECTIONS AND TREATMENT
19. NO DENIAL OF TELEPHONE SERVICE
20. OPERATING PROCEDURES
21. ACCOUNTS RECEIVABLE
22. SETTLEMENTS AND BILLING AND COLLECTIONS CHARGES
23. SETTLEMENTS OF CLAIMS OPERATING PROCEDURES
24. TAXES
25. FUTURE ENHANCEMENTS
26. LIMITATION OF LIABILITY
27. INDEMNITY
28. WARRANTY DISCLAIMER
29. CONFIDENTIALITY AND PUBLICITY
30. TRADEMARKS, TRADE NAMES AND SERVICE MARKS
31. SOFTWARE
32. ASSIGNMENT
33. AUTHORIZATION TO CONDUCT BUSINESS
34. NOTICES AND DEMANDS
35. NO THIRD-PARTY BENEFICIARIES
36. TERMINATION UPON EVENT OF DEFAULT BY A PARTY
37. AGREEMENT TERMINATION
38. OBLIGATIONS SURVIVE TERMINATION
39. SEVERABILITY OF PROVISIONS
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
40. UNLAWFUL USE
41. TERM OF AGREEMENT
42. FORCE MAJEURE
43. CONFLICT OF INTEREST
44. GOVERNING LAW
45. FRAUD
46. CLIENT USE OF DATA FORMATS WITH OTHER PARTNERS
47. AUDITS
48. LATE PAYMENT CHARGES ON END-USER ACCOUNTS
49. INTEREST ON END-USER ACCOUNTS
50. DEPOSITS ON END-USER ACCOUNTS
51. NPA/NXX FILE
52. NPA SPLIT PROCEDURES
53. INTEREST ON SETTLEMENTS, CLAIMS, AND LATE PAYMENT
54. END-USER BANKRUPTCY
ATTACHMENT 1
PRICING
ATTACHMENT 2
CONFLICTS OF INTEREST
ATTACHMENT 3
CONTRACT ADMINISTRATORS
ATTACHMENT 4
PAYMENT AND/OR BILLING ADDRESSES
ATTACHMENT 5
LIST OF ABBREVIATIONS
ATTACHMENT 6
DEFINITION OF TERMS
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
This agreement ("Agreement") is entered into by and among BellSouth
Telecommunications, Inc., a Georgia corporation (herein referred to as "BST"),
and Cingular Wireless LLC. (Cingular), a Georgia corporation, (herein referred
to as "Client"), to be effective the first day of September, 2003. Client and
BST are hereinafter collectively referred to as the "Parties". Client shall
purchase Service as described in this Agreement including Attachment Number 1
for a period of three (3) years from the effective date of the contract.
WHEREAS, BST offers certain billing and collections services pursuant to the
Agreement; and
WHEREAS, Client desires to avail itself of those services as more particularly
described below:
NOW, THEREFORE, in consideration of the terms and conditions contained herein,
BST and Client hereby mutually agree as follows:
1. SCOPE OF THIS AGREEMENT AND RELATIONSHIP TO OTHER DOCUMENTS
A. It is expressly understood and acknowledged that the service
(the "Service") which is the subject of this Agreement is
provided solely pursuant to and under the terms, conditions,
rates and charges as set forth in the Agreement and Attachment
One (1) which is hereby made a part of this Agreement.
B. Any services offered by BST to or for Client for which terms
and conditions, including rates, are not specifically
established herein may be offered on an Individual Case Basis
("ICB") for which necessary additional terms and conditions,
including rates, shall be negotiated separately. The Parties
may amend the Agreement to provide for such services, which
shall then be governed by this Agreement. Any such amendment
shall be in writing and signed by both parties.
2. ENTIRE AGREEMENT
The Agreement, together with all amendments and attachments hereto,
constitutes the entire agreement between Client and BST, which
supersedes all prior agreements or contracts, oral or written
representations, statements, negotiations, understandings, proposals
and undertakings with respect to the subject matter hereof.
3. HEADINGS
The headings of the Sections herein are inserted for convenience only
and are not intended to affect the meaning or interpretation of this
Agreement.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
4. AMENDMENTS AND WAIVERS
This Agreement or any part hereof or any attachments hereto may not be
modified or amended except by written agreement signed by or on behalf
of both Parties. No waiver or consent to any default under this
Agreement shall be effective unless the same shall be in writing and
signed by or on behalf of the Party against whom such waiver or
consent is claimed. In addition, failure to strictly enforce any term,
right or condition of this Agreement shall not be construed as a waiver
of such term, right or condition.
5. REGULATORY CONSIDERATIONS
If any regulatory authority of competent jurisdiction should determine
that any or all of the services offered pursuant to this Agreement
cannot be provided as untariffed, unregulated services, this Agreement
shall have no further force or effect and BST shall have no further
duty to perform the affected Service under this Agreement. If in such
instance BST, in its sole discretion, shall decide to tariff a
regulated service, Client may elect to obtain such service pursuant to
the approved tariff. If Client elects to continue the service on or
after the effective date of the tariff, all terms and conditions in the
tariff shall apply, and provision of the service by BST shall be
governed solely by said tariff.
6. GENERAL DESCRIPTION OF SERVICES TO BE PURCHASED
A. SERVICE DESCRIPTION
Combined billing is a single ▇▇▇▇ containing charges for both BST and
the Client, provided to End-Users subscribing to both BST and Client
services. Based on End-User request for combined billing, the Client
shall provide to BST an invoice containing the Client charges/credits,
associated taxes, and informational text for products and services
listed in Section 6.B. below for billing to authorized BST End-Users.
An authorized BST End-User (hereinafter known as the "End-User") is the
responsible billing party that has agreed to purchase services from the
Client and also purchases telephone service from BST. The Client will
also provide to BST Adjustments for Client charges appearing on the
Client's ▇▇▇▇ pages. BST will edit the invoices and Adjustments and
▇▇▇▇ error-free invoices to such authorized BST End-Users. BST will
perform treatment and collections services on behalf of the Client for
such invoices. BST may involve outside collection agencies for
collection of Client revenues.
The Client may initiate transactions for validation that the BST
End-User account information matches Client billing information,
confirming that Client invoices should be included in the ▇▇▇▇ for BST
services.
Under this Agreement, BST shall provide Billing and Collection Services
for Client charges and credits submitted by invoice and Adjustments
through BST's Flexible Invoicing System for Host Carrier Identification
Code ("CIC") ACOO and Traffic CICs AC01 and AC11.
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VERSION FINAL. SEPTEMBER 3, 2003
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
Billing and Collection Services for other Entity Code(s) representing
Cingular Wireless shall be pursuant to either an addendum to this
Agreement or a separate Agreement.
B. PRODUCTS/SERVICES BILLED BY CLIENT
Under this Agreement, the Client can ▇▇▇▇ charges/credits associated
with the following products and services:
1). Wireless services, associated End-User equipment and
accessories, applicable taxes and/or interest,
Adjustments, refunds of deposits and early contract
termination charges.
2). The charges/credits associated with the above
products and services are referred to as "charges".
The Client will provide BST with an invoice
containing all charges, associated taxes, and related
text information for a given End-User.
3). Under this Agreement, the Client can only ▇▇▇▇
charges associated with services and products
provided by the Client, either directly or by resale.
Such billing may include amounts for approved
services provided by third parties but related
specifically to the service provided the End-User by
Client, with services approved through the process
described in Section 14.A.
7. END-USER AUTHORIZATION AND IDENTIFICATION
A. The Client shall ▇▇▇▇ charges to current (live) BST End-Users
and End-Users who have disconnected their BST service and
remain on the customer tollguide database. BST is not
obligated to send charges to End-Users that have disconnected
their BST service and have been deleted from the customer
database. BST agrees, under normal circumstances, to maintain
disconnected accounts on the customer toll guide database for
a minimum of 61 days. BST will not establish an End-User
account solely to render Client Charges.
B. It is the responsibility of the enrolling Party to ensure that
the End-User of record of the BST account agrees to accept
billing responsibility for the Client's charges to be included
on the BST ▇▇▇▇. Only charges for End-Users who have accepted
the terms and conditions of the Client service, including the
combined billing, will be sent to BST for billing. Where
required by regulatory mandate, BST will not allow combined
billing and Cingular will not provide charges for an End-User
that has requested that a third-party billing block be placed
on their wireline account.
C. The Client is responsible for maintaining the BST Billing
Telephone Number ("BTN") for an End-User and for mapping the
Client account invoice to this BTN. BST will not ▇▇▇▇ charges
based on the Client's account identification number for the
End-User since it
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VERSION FINAL. SEPTEMBER 3, 2003
CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
is different from BSTs. Multiple invoices for different Client
customers and Client accounts may be billed to the same BST
wireline End-User account.
D. Client agrees that charges for services it has rendered will
be sent to BST only one time for inclusion in End-User bills,
except those charges that were rejected by BST as Unbillable
due to error and are being resent by Client. Duplicate charges
will not be sent by the Client to BST for billing. However,
BST will continue to ▇▇▇▇ customers in conformity with terms
and conditions herein for past-due amounts.
E. BST will provide, when available, the End-User billing name,
address, social security number or Federal Tax ID and the
billing telephone number associated with the wireline
telephone number provided to associate the Client invoice with
the End-User wireline ▇▇▇▇. This information will be
associated with the Billing Telephone Number (BTN) on which
the wireline ▇▇▇▇ is rendered. Client agrees that this data
will not be used by Client for any purposes other than the
billing of Client's customers. BST will mechanically notify
Client of changes to the BTN and End-User billing name and
address after they occur, in the normal course of business. It
is the responsibility of the Client to correct Client records
to reflect the new End-User BTN for any subsequent invoices
sent to BST.
F. Certain BST wireline accounts are ineligible for Client
combined ▇▇▇▇ arrangement. Those include but are not limited
to BST accounts for the following: BST Reseller, Coin Phone
Service, BST Official, Foreign Exchange, and Independent
Company, WATS, and other accounts not yet determined to be
mutually agreed upon at a later date. These accounts will be
identified to Client as ineligible in the Landline Telephone
Number Validation ("LLTNV") process and any invoices sent on
these accounts will be rejected. BST will also reject data
sent by the Client for disconnected accounts that are no
longer on the Customer toll guide database.
G. Both parties are responsible for explaining to perspective
End-Users any eligibility or enrollment denials resulting from
their company's enrollment procedures. If combined billing is
not possible, the Client will be responsible for billing its
charges to the End-User directly.
8. DATA FORMAT AND CONTENT
The Client and BST will exchange data that is formatted according to
mutually agreed upon specifications. If changes are required to these
specifications, BST will notify Client at least ninety (90) days before
targeted implementation. Both parties agree to implement these changes
in the mutually agreed upon timeframe. The Client agrees to pay BST for
implementation of any customized format changes requested by Client If
a BST proposed format specification revision requires a change to
Client systems, responsibility for paying for such revision will be
handled on an ICB.
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VERSION FINAL. SEPTEMBER 3, 2003
CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
Client will pass End-User charges to BST via the Flexible Invoicing
Service ("FLEX") for inclusion on BST's ▇▇▇▇.
9. DATA EXCHANGE
BST supports the use of electronic data transmission (e.g. Sterling
Commerce's CONNECT:Direct(TM)) for data delivery. CONNECT:Direct(TM)
electronic data transmission is the primary data exchange method. Data
transfer via cartridge will be used as the backup/alternate data
delivery method when electronic data transmission cannot be used. The
specific data delivery method such as cartridge size or electronic data
transmission version must be a method that can be supported within
BST's and Client's data processing centers. Client and BST must
mutually agree on the use of a backup/alternate delivery method if
needed.
Dates and times for data exchange will be negotiated and agreed upon by
both Parties. Any changes required for the data exchange process must
be coordinated between the Parties and should allow sufficient time for
the agreed upon changes to be tested and implemented. Receipt of data
files will automatically start the processing of the Client's data. BST
will not change its End-User ▇▇▇▇ period to accommodate Client's
billing schedule.
The software for electronic data transfer and the physical line
location will be negotiated and agreed upon by both Parties. When a
dedicated line is used, the Client will be responsible for ordering and
purchasing the data transmission circuits, any additional hardware and
paying all costs associated with installation and usage charges. The
Client will be responsible for providing the telephone line and modem
to transmit data to BST. Should a non-standard modem be required on the
BST end, the Client must obtain, purchase, install, and maintain this
equipment and assumes all associated maintenance charges. Since the
equipment is in a secure area, access for the purpose of maintenance
must be arranged with BST in advance.
Upon receipt of the Client's data, BST will verify through the
mechanized editing of the file that the total transmission reported by
the Client is the total received and entered into the BST Billing
System. BST's control of the Client's data will begin upon receipt of
the data at the BST processing location.
BST will determine whether the data can be processed and provide
confirmation of receipt of the data to the Client. If the Client uses
electronic data transmission, (the normal mode of file delivery), BST
will provide transmission confirmation reports within 24 hours after
the data has been processed. If the Client must use the alternate mode
of data delivery, BST will either send the confirmation reports and
files via the restored CONNECT:Direct(TM) connection within twenty four
(24) hours, fax, or mail a copy of the confirmation reports to the
Client on the next business day following processing of the data.
In the event BST cannot process a Client file due to a data
transmission system failure, improperly formatted data on the file, or
other reasons caused by the Client, the Client will make every effort
to re-send the data upon correction of the problem. BST will not be
responsible for data that cannot be processed due to Client error.
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VERSION FINAL. SEPTEMBER 3, 2003
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
The Client will retain a copy of the data sent to BST for 60 days.
Failure of the Client to retain a copy of this data for at least 60
days will abrogate BST liability as set forth in this section and in
Section 11.
BST will retain a copy of the data sent to the Client for 60 days. In
the event the Client loses or is unable to process this data, the
Client can request BST to re-send the data. The first request will be
done at no charge; however, subsequent requests to re-send the same
data will be handled on an ICB.
10. ERRORS AND OMISSIONS
If the Client discovers a Client-generated error, the Client will
notify the BST designated contact by phone immediately and follow up in
writing {FAX or E-mail) as soon as possible. Any action required by BST
will be handled on an ICB and any cost incurred by BST for data
recovery will be billed to the Client. Such recovery may include
extracting data awaiting billing and correcting system impact.
If BST finds or is notified of a BST error on an End-User's ▇▇▇▇, it
will make every reasonable effort to correct the error and ▇▇▇▇
correctly within the limits permitted by laws of the state in which the
service is provided. Enrollment billing disputes will be handled as
outlined in Section 16. BST will notify the Client in writing of a
BST-generated error and corrective action.
11. LOST OR DAMAGED DATA
If BST loses or damages the Client's data, BST will make every effort
to recover and re-process the data. If BST is unable to re-process the
data, BST will, as soon as possible, notify Client in writing to
re-send the data to BST. The Client will re-send the data to BST within
48 hours (or 2 business days) of notice of request by BST.
BST requires the use of the incremental pack sequence number for data
packs to ensure data files are processed correctly and will control
data files using the sequence number. The Client is required to repack
and increment the pack sequence number and resend packs/files to BST,
when the pack/file has been rejected as being a duplicate or out of
sequence. BST will not be responsible for handling out-of-sequence
packs for invoices, adjustments or text files (packs within the file).
12. REJECTED INVOICES AND ADJUSTMENTS
Standard reports, listing all invoices and/or Adjustments that have
been received from the Client, but rejected by BST will be provided to
the Client. A reject reason will be provided for each invoice and/or
adjustment. If the invoice or adjustment is rejected due to Client
error, notification will be sent at the same time as the confirmation
file is sent via the error report. All errors will be listed for each
record on this report. Each invoice and/or adjustment will be reported
on the Unbillable report with a return code or reason code noted.
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VERSION FINAL. SEPTEMBER 3, 2003
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
Also, on the Unbillable report are the Unguideables. Unguideables will
be reported with a unique return code(s). All rejected/unguidable
invoices and/or adjustments are returned via the Unbillable file.
Invoices rejected by BST due to Client formatting error may be
corrected and re-sent to BST in a subsequent data exchange cycle. It
will be the responsibility of the Client to secure alternate billing
for the invoices that cannot be billed by BST (e.g. Unguideables).
If data pack (file) contains greater than a 5% error rate for invoices
or adjustments, the entire pack will be returned to Client and shall
not be accepted or purchased by BST. The other packs within the file
will be accepted if error threshold is not exceeded. The file will be
processed except for the bad packs. After correction, the data pack
(file) may be resequenced and resent to BST.
13. ▇▇▇▇ SPECIFICATIONS
Charges billed by BST for the Client will appear on a separate ▇▇▇▇
▇▇▇▇ with the Client logo (symbol and text) and Client's End-User
service number within the End-User's BST ▇▇▇▇. Client's logo will
appear on every ▇▇▇▇ ▇▇▇▇ containing Client charges. Only Client billed
charges may appear on these pages containing Client's logo.
Subject to Section 30, Client agrees to provide BST a logo image and to
obtain any necessary authorizations or licenses for the use of any logo
it asks BST to print. Also subject to Section 30, Client agrees to
indemnify, defend and hold BST and its affiliated companies harmless
against all claims, suits, costs, damages, expenses, attorneys' fees
and judgments arising out of or alleged to arise from BST printing the
logo and its inclusion on the End-User ▇▇▇▇.
The ▇▇▇▇ invoice page BST prepares for the Client shall be based on
mutually agreeable formats. BST is responsible for the overall End-User
▇▇▇▇ format that the Clients invoices are included in. The Clients
invoice may contain section headings, informational text lines,
marketing messages and subtotal records. The Client is responsible for
determining the sequence of the headings, informational text, charges,
credits and subtotals within each invoice, and for calculating all
taxes, applying discounts, and determining the total amount due for the
invoice.
14. SERVICE AND TEXT APPROVAL
BST will review and approve any text, marketing messages and service(s)
the Client requests to have printed on the End-Users invoice. BST may
reject any text, marketing message, or refuse to ▇▇▇▇ any service(s)
that does not conform to reasonable BST requirements. Failure of the
Client to follow this process and requirement may result in termination
of this Agreement by BST.
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VERSION FINAL. SEPTEMBER 3, 2003
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
A. SERVICE APPROVAL
The Client will submit to BellSouth new and revised Service Programs,
which includes new or revised Text Messages, rates, scripts, etc., and
other required information for approval prior to submitting billing for
these Services. BellSouth will notify the Client of its approval, or
denial, of the new or revised Service Program within two (2) weeks of
receipt of the Client's request. The Service Program approval will be
submitted to the BST Contract Administrator at least two (2) weeks
prior to planned implementation of Service Program in a method agreed
to by both Parties.
B. TEXT APPROVAL
▇▇▇▇ format text wording and phrases which Client wishes to place on
the BST ▇▇▇▇ must be submitted to the ▇▇▇▇ Continuity Team for approval
at least thirty (30) business days in advance of their first use on the
BST ▇▇▇▇. Client understands and agrees that BST reserves the right to
approve and request changes to all words and phrases which Client
wishes to place on the BST ▇▇▇▇. The Client may request BST to modify
or add additional phrases to be printed on BST's ▇▇▇▇. Customized ▇▇▇▇
phrase changes will be handled on an ICB. The Client agrees to pay for
any changes requested by it. ▇▇▇▇ phrases which are associated with tax
amounts should indicate the tax rate applied by the Client.
Marketing messages for the Client may be part of the Client invoice
submitted to BST for inclusion in the End-User ▇▇▇▇.
The Client must submit Marketing message text for approval to BST at
least thirty (30) business days prior to the first day of the month
that the marketing message text will be used. BST reserves the right to
approve and request reasonable changes to all marketing message text
which the Client wishes to place on the BST ▇▇▇▇.
The Client must submit Marketing message tag lines (FLEX 90 records)
for approval to BST at least seven (7) business days in advance of
their first use (transmission to BST) for inclusion on the BST ▇▇▇▇.
BST reserves the right to approve and request reasonable changes to all
marketing message tag lines (FLEX 90 records) which the Client wishes
to place on the BST ▇▇▇▇. The Marketing Message Tag Lines submitted on
FLEX 90 records must be appropriately formatted with the tag line
indicator populated correctly on the record.
The Client agrees to indemnify, defend and hold BST and its affiliated
companies harmless against all claims, suits, costs, damages, expenses,
attorneys' fees and judgments arising out of or alleged to arise from
BST printing the Client's text messages, ▇▇▇▇ phrases and marketing
messages on the End-User ▇▇▇▇.
When BST prints a foreign language (e.g. Spanish) End-User ▇▇▇▇ in one
or more of its operating areas, the Client is encouraged to provide the
invoice text information associated with its charges in the same
foreign language in which the BST ▇▇▇▇ pages are printed. The
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
Client is responsible for the correct spelling, grammar, editing, and
special characters of all foreign language text to be printed on the
End-User's bills.
If the Client elects to provide foreign language text, Client shall pay
for all additional program modifications and testing which may be
required. All such requests to support foreign language text will be
handled on an ICB. Testing must be completed in FLEX and ▇▇▇▇ before
the table entry to allow Spanish ▇▇▇▇ will be updated.
15. AGE OF CHARGES
Client agrees not to send to BST charges more than 90 days old except
roaming charges. The 90 day age of charge will be based on the date the
charge was incurred by the End-User compared to the billing date for
the BST ▇▇▇▇ on which the Client's charges will be included. Credits
for charges should be submitted to BST no more than 30 days from when
the Adjustment was issued by the Client. Should BST receive invoices
with messages greater than 90 days old, where regulatory rules govern
age of messages, they will be returned as unbillable.
16. END-USER DISPUTES
It is not the intent of the Parties for BST to become involved in
disputes between Client and its End-Users. In the event an End-User
contacts BST with a dispute of Client changes and refuses referral to
the Client Inquiry number, BST will contact the Client via an initial
SP/BOC Memo, on behalf of the End-User.
BST will notify the Client of a dispute, within thirty (30) days of
customer's claim, via an initial SP/BOC Memo, of a dispute. The Client
has 35 calendar days to resolve the End-User dispute. In the event
Client sustains, with adequate documentation compliant with BST SP/BOC
methods and procedures, the amount of the dispute on the End-User
customer ▇▇▇▇ (no adjustment warranted), BST agrees to sustain same
charges upon customer inquiry into BST service centers. If the customer
then refuses to pay the disputed charges, a final recourse will be
issued and an SP/BOC will be sent to Cingular as notification. If
Client sustains disputed Client charges, Client will provide in it's
substantiation documentation to BST, a description of the action(s)
taken, result of the investigation(s) and reason(s). If the Client
fails to respond to BST within the 35 calendar day time frame, BST will
issue a final SP/BOC Memo to adjust and recourse the amount to the
Client. If necessary for BST to initiate adjustments to the End-User
for Client services, and credit for taxes is included, such tax shall
be calculated by BST based on mutually agreeable procedures with tax
amounts reported to Client for disposition. In the case that the
End-User inadvertently receives the same Adjustment more than once,
the Party responsible for any corrective action will be determined on
an ICB.
Unresolved or recurring disputes from an End-User regarding Client
billing between BST and the Client could result in suspension or
termination of the combined billing arrangement for that End-User on
behalf of the Client. If the End-User is removed from the combined
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
billing arrangement, the Client is responsible for excluding the
End-User billing from billing data sent to BST.
For enrollment disputes where BST or Client initiates combined billing
to a BST account holder other than the intended End-User, Client
charges for the given period will be recoursed to Client. BST will make
every effort to recourse these charges in a timely manner. Client will
be notified within 90 days from End-User notification to BST of a
disputed enrollment. If BST fails to notify Client within 90 days of
learning about the inaccurate billing, BST shall be responsible for any
incorrectly billed Client charges. If End-User notification to BST of
an enrollment dispute exceeds 90 days, fraud assessment and profile
procedures will apply, up to and including recourse of fraudulently
billed amounts to Client.
Client-initiated Adjustments to Client charges appearing on the Client
▇▇▇▇ pages will be prepared and entered by Client and will be passed to
BST via the FLEX adjustment feed. Adjustments submitted by Client will
be applied to the End-User's wireless charges.
17. INQUIRY
The services provided under this Agreement do not include the provision
of billing inquiry services. For certain End-User accounts with Client
billing, billing inquiry services may be provided under a separate
Affiliated Company Agreement. For purposes of this Agreement, the
billing inquiry service provided under said separate Affiliated Company
Agreement are viewed as provided by the Client.
The Client will provide its End-Users with the ability to inquire about
billed accounts to the Client. Client will provide a toll-free inquiry
number for any Client charges appearing in a BST ▇▇▇▇ envelope. If an
End-User calls BST to ask about Client charges, BST will refer the
End-User to the Client Inquiry Number. General questions, such as ▇▇▇▇
date, balance, receipt of payment will be answered by BST. Under the
terms of this Agreement, BST will not have access to detailed
transaction information or Client rate schedules and will not be able
to respond to questions of this nature. If an End-User refuses to
contact the Client, BST will forward the issue to the Client so the
Client can initiate an End-User contact. The Client will contact the
End-User as soon as possible after notification by BST.
18. COLLECTIONS AND TREATMENT
A. BST will pursue the single balance due and the charges of both
Parties included therein with equal aggressiveness and
application of all BST Collection and Treatment resources and
processes. In collection amounts due for services provided by
the Client, BellSouth, or its contractors or agents, will use
its internal Treatment and Collection processes as well as
third party collection management efforts in collecting
amounts due for Client service charges and Adjustments billed
in the BellSouth End-User ▇▇▇▇.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
B. "Treatment" is action taken by BellSouth to collect delinquent
or unpaid amounts associated with End-User accounts. This
action may include, but is not limited to:
1). Sending notices/letters,
2). Making collection calls,
3). Posting payments and Adjustments, and/or
4). Negotiating satisfactory payment arrangements with End
Users.
C. BellSouth collection activities will begin after BellSouth has
exhausted Treatment efforts. Collection activity is the
referral of End-User accounts with outstanding balances to
third party collection management companies. BellSouth refers
to a collection management company as an 'Outside Collection
Agency' ('OCA'). The OCA charges incurred by BST for the
recovery of BST and Client billed revenue will be allocated
between the Parties based the percent of BST and Client
billed revenue on the identifiable recovered accounts. BST
will deduct Client's allocated portion of the OCA Charges from
its Settlement amount due, as set forth in Section 22, the
month following the month BST pays the OCA for services.
D. Additionally, BST will determine if unregulated charges for
Client are involved in the balance during the treatment
process. When an account comes into treatment, BST will
compare the Client's balance as shown on the End-User's
Accounts Receivable record established for the account. If the
balance exceeds a mutually agreed upon threshold, BST will
notify the Client to suspend their End-User's service. After
notification from BST, the Client will suspend the End-User's
service and notify BST that this has been done.
If non-payment of regulated wireline services results in
denial of wireline service by BST, and there are Client
charges on the same account, BST will notify the Client that
BST has taken this action and Client agrees to suspend the
Client's End-User's service.
BST will notify Client when sufficient payment has been
received in order to restore the Client service. Once BST has
notified the Client of its receipt of payment, the End-User
service must be restored within two (2) hours by Client. The
Client shall not restore End-User service without notification
from BST that the End-User balance has been satisfied.
E. The Parties agree to meet at a minimum on a quarterly basis.
The purpose of this meeting includes, but is not limited to
examining the relative collections performance experienced in
combined billing experienced in this channel compared to
performance experienced in Client's Direct billing channel,
investigating and managing improvement opportunities, and
discussion of current Collections issues. BST agrees to share
information on its collection and treatment practices and
processes for purposes of identifying improvement
opportunities.
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VERSION FINAL. SEPTEMBER 3, 2003
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
19. NO DENIAL OF WIRELINE TELEPHONE SERVICE
Client acknowledges that the Service provided pursuant to this
Agreement is not related to BST's provision of telephone service to the
public and that BST cannot and will not disconnect BST End-User's
services for non-payment of Client charges. Where required by
regulatory requirements, or Company policy, a statement on the ▇▇▇▇
will clearly indicate to the End-User that failure to pay Client's
charges will not result in disconnection of regulated telephone
service.
20. OPERATING PROCEDURES
BST will provide the Client with operating procedures for the functions
associated with the provisioning of this Agreement. These procedures
include but are not limited to:
A. Settlements procedures
B. Treatment and Collections
C. Data format requirements
D. Data exchange procedures
E. Management reports
BST may revise or modify its Operating Procedures from time to time. If
a BST revision to its Operating Procedures impacts the Clients
Operating Procedures, such a revision will be mutually agreeable to
both Companies. If a BST revision to its Operating Procedures does not
impact the Clients Operating Procedures, Client will be informed of
such revision and provided the opportunity to comment. When such
Operating Procedures are revised, the Client will be provided with
revised documentation.
21. ACCOUNTS RECEIVABLE
A. COMMITMENT TO PURCHASE AND SELL CLIENT ACCOUNTS RECEIVABLE
Client agrees to sell, assign and transfer to BST, and BST
hereby agrees to purchase from Client, all of Client's right,
title, and interest in and to Client Accounts Receivable to be
placed on BST's ▇▇▇▇ in the performance of this Agreement. The
purchase of Client Accounts Receivable by BST shall not
constitute an assumption or acceptance by BST of any
representation, warranty, obligation, or liability of Client
with regard to any Client Accounts Receivable, or the Client
product or service related thereto. During the term of this
Agreement, Client shall sell, assign and transfer to BST and
BST shall purchase from Client each and every such Account
Receivable to be placed in the BST ▇▇▇▇.
B. CLIENT ADJUSTMENTS AND REPURCHASE COMMITMENT
The Client agrees to repurchase from BST, and BST agrees to
sell, assign and transfer to the Client all of BST's right,
title and interest in any amount previously billed and
purchased by BST which is the subject of a Client Adjustment
per the conditions stated herein. The repurchase price shall
be equal to the amount of the Client Adjustment. The
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VERSION FINAL. SEPTEMBER 3, 2003
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
repurchase price shall be considered to have been paid by the
Client on the Due Date of the Accounts Receivable Settlement
Statement which reflects the amount of the Client Adjustment
as an element of the Aggregate Purchase Price of the Client
Accounts Receivable covered by the Settlement Statement.
Dispute adjustments applied by BST are limited as described in
Section 16.
All Client initiated Adjustments (RTAs) to Client charges
appearing on the Client ▇▇▇▇ pages will be prepared and
entered by Client and will be passed to BellSouth via FLEX.
C. CLIENT UNCOLLECTIBLE REVENUES
BST will purchase the value of the invoices/charges or the
Accounts Receivable when the data is received and accepted.
After the purchase of the Client's Accounts Receivable, a
portion of the same Accounts Receivable may prove to be
uncollectible for BST eight to nine months from the date of
purchase after all standard treatment and collection
activities have been exhausted. In such circumstances THE
UNCOLLECTIBLE REVENUE WILL BE RECOURSED IN FULL TO CLIENT
THROUGH THE SETTLEMENT PROCESS AS REALIZED NET BAD DEBT. The
process from receipt of billing to write-off averages
approximately nine ("9") months.
These provisions for full recourse of uncollectible revenue as
Realized Net Bad Debt will apply to all Client charges and
credits submitted by invoice and Adjustments through BST's
Flexible Invoicing System for Host Carrier Identification
Code ("CIC") AC00 and Traffic CIC's AC01 and AC11. If, in the
future, the Parties modify or expand the business
relationship and desire to change this term, the Parties
agree that such change must be mutually agreed upon in either
an amendment to this agreement or in another agreement prior
to effecting such change and the Client acknowledges that
this may require the establishment of another "CIC".
Uncollectibles recourse will begin on the September 2003 PAR
statement, (associated with December 2002 revenues), due to
the estimated nine-month lag between billing and Net Bad Debt
write-off.
When Client charges appear on a BST customer ▇▇▇▇, the Client
amount becomes a part of the "total balance due". If an
End-User fails to clear the total balance due, then subsequent
bills do not detail the remaining amount due by entity
designation ( i.e. BST, Client, etc.).
BST procedures allow analysis of the account when and if the
account becomes past due or uncollectible. This analysis
determines what amounts owing, if any, are due to Client
charges based on the billing history of the uncollectible
amount. Client charges that become uncollectible are fully
recourseable to the Client.
Should BST recover any portion of the revenue after it has
been written off, BST will share such recoveries with Client
based on an apportionment of the actual Client billed revenue
on the customer account. BST will pass such recoveries to
Client by reducing the realized Net Bad Debt amount for the
Settlement reporting period.
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VERSION FINAL. SEPTEMBER 3, 2003
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
Existing payment allocation methodology will be used to
apportion End-User payments to Client revenues in the event an
End-User makes a partial payment on the total BST balance due.
For Treatment purposes only, Regulated services receive
payment application prior to unregulated services. Payments to
satisfy unregulated balances are apportioned in the same
proportion as the percentage of the unregulated balance
attributed to each provider, oldest charges receiving payments
first. For Net Bad Debt determination, the balance being
written off is apportioned in the same proportion as the
percentage of the total (regulated plus unregulated) balance
attributed to each provider. Net Bad Debt apportionment occurs
at the individual end user account level if the billing
history is available and at the ▇▇▇ level if the end user
account billing history is not available.
D. COLLECTION OBLIGATIONS AFTER RECOURSE
BST relinquishes it collection obligations back to Client
after BST adjusts a Client charge off an End-User account and
recourses the revenue to Client as a post billing adjustment.
After BST relinquishes its obligations Client may pursue
independent collection activities. Client collection
activities will not include any reference to BST other than a
statement that such Client charges were initially billed in
the BST End-User ▇▇▇▇.
When BST recourses an Uncollectible amount to Client as
Realized Net Bad Debt, BST does NOT relinquish its collection
obligations back to Client. Consequently, Client will not
pursue any independent collection activities of Realized Net
Bad Debt after receipt of the recourse amount.
E. REPORTING OF UNCOLLECTIBLE REVENUE TO CLIENT
A summary report of the realized uncollectibles will be
provided on a standard monthly report and attached to the
Purchase of Accounts Receivable ("PAR") statement.
Additionally, if desired by Client, BST will provide Client a
monthly uncollectible reporting in EMI record format detailing
the write offs and recoveries.
22. SETTLEMENTS AND BILLING AND COLLECTIONS CHARGES
A. The Settlement Amount will be calculated as follows:
Amount of Client billing charges accepted for the report month
- Total End-User Adjustments for the report month
- Total Unbillable charges for the report month
- Total uncollectibles for the report month
- OCA Expense
- Total Other Charges and Credits for report month
------------------------------------------------
= Net Settlement Amount
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VERSION FINAL. SEPTEMBER 3, 2003
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
B. BST will mail the settlement statement in time for it to be
received by the Client by the sixteenth (16) workday of the
month following close of the report month. If the calculated
settlement indicates BST owes Client, the electronic funds
transfer or settlement check will be processed so as to be
received by Client by the last workday of the month following
the report month. In the event Client remittance is not paid
in full by the date contained in the paragraph herein,
interest charges shall apply as set forth in Section 53
relative to charges owed to Client by BST. If the calculated
settlement indicates Client owes BST, Client will remit the
amount due to be received by BST within thirty days following
report month close. If payment is not received within thirty
days, interest charges will apply as described in Section 53
of this Agreement. Upon written notification by BST to Client,
BST may, in its sole discretion, suspend billing services if
outstanding charges are not paid in full on time as described
herein.
If agreed to by the Parties, electronic funds transfer may be
used to accomplish the settlement.
C. The BST Billing and Collections Services billing will be
accomplished via the Cost Based Billing (CBB) system. This is
the standard affiliate inter-company settlements process. The
BST charges for billing services rendered to the Client will
be billed by the BST Cost Based Billing group (CBB) on behalf
of BST. The charges for services rendered will be billed the
month following the month the charges are incurred. The
billing services provided by BST will be billed at the rates
set forth in Attachment 1. The charges calculated by the CBB
group for services provided by BST to the Client will be
processed through the BellSouth Global Inter-Company
Settlement (GIS) system.
BST will generate billing by the thirtieth (30th) day of the
month following the month charges are incurred, and as set
forth in Attachment 1. Payment is due within thirty (30) days
of the posted date of the ▇▇▇▇ and should be remitted to the
BST address shown in Attachment 5. If payment is not received
within thirty days, interest charges will apply as described
in Section 53 of this Agreement
D. Settlement Reserve
BST will not require and does not maintain any "Settlement
Reserve" against which future uncollectibles or adjustments
would be offset. Following termination of this Agreement,
Client shall continue to receive recoursed uncollectibles and
adjustments for revenues submitted for billing under this
Agreement.
23. SETTLEMENTS OF CLAIMS
In the event that Client disputes the settlement statement or Billing
and Collections Services ▇▇▇▇, the Client must submit to BST a
documented claim in writing for the disputed amount. The Client will
submit any dispute promptly but no later than six (6) months from
report month so that the information relevant for the investigation of
the dispute may be reviewed
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
by both Parties. Both Parties will use best efforts to resolve the
dispute. The responsibilities are as follows:
A. DISPUTE DATE AND DOCUMENTATION
The dispute date is the date on which BST receives the
Client's documented claim in writing. Such documentation must
include, at a minimum, but is not limited to:
l). The nature of the dispute, including the basis for
the Client's belief that the settlement or Billing
and Collections Services ▇▇▇▇ is incorrect
2). The amount of money in dispute identified by
category; e.g., Billed Revenue, Adjustments
3). The report month and the ▇▇▇(s) for the settlement
statement
4). Any applicable transmission dates or sequence pack
numbers
BST may request the Client to provide any additional
information if needed. Any request for additional information
will not affect the established dispute date if the Client
meets the written documentation requirements stated herein.
B. RESOLUTION OF DISPUTE
If after investigation of the dispute, the statement in
question is found by BST to be correct and the Client concurs
with BST's findings, both Parties will consider the dispute
settled.
If the statement is found to be incorrect by both
Parties, the dispute will be settled as follows:
1) The amount determined to be the settlement amount for
the claim will be documented in BST's findings as the
"settlement claim amount".
2) If a credit is due the Client, the settlement claim
amount due less any disputed amounts associated with
the claim withheld by the Client will be credited to
the Client on a subsequent settlement. Interest
charges will apply as described in Section 53 of this
Agreement.
3) In the event that payment is due BST, the same
provisions as set forth in this section will apply as
with payments due the Client. Interest charges will
apply as described in Section 53 of this Agreement.
C. ESCALATION OF SETTLEMENTS DISPUTE
In the event that a settlements dispute is not resolved in a
timeframe acceptable to either the Client or BST the dispute
should first be escalated to the Contract Administrators and
then Cingular's Controller and BST's Accounts Receivable
Management-Assistant Vice President. If not resolved by the
above, the dispute shall be escalated to the Cingular
President and to the BST Vice President-Finance, Chief
Financial Officer-Domestic Operations.
VERSION FINAL. SEPTEMBER 3, 2003
18
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
24. TAXES
All taxes including but not limited to Federal, State, or local sales,
use, excise, gross receipts or other taxes or tax-like fees imposed on
or with respect to Client's services, excluding however, advalorem
property taxes, state and local privilege and license taxes based on
gross revenue, taxes measured by net income, and any taxes or amounts
in lieu of the foregoing excluded items, are hereinafter collectively
referred to as "Taxes", unless otherwise specifically named.
BST shall print and ▇▇▇▇ in the format required and the time frame
specified, applicable Taxes, as provided by Client to BST, to End User
Customers, as mutually agreed upon. Client shall calculate and provide
to BST all applicable taxes related to Client's services.
BST shall collect taxes computed by Client from End User Customers on
Client's behalf and remit such Taxes to Client through the settlement
process.
BST shall not remit Taxes to Client when it is not able to do so as a
result of legal restrictions; however, Client reserves the right to
challenge such determination.
BST shall not be entitled to retain or receive any statutory fee or
share of Taxes that the person collecting or remitting such Taxes is
entitled under applicable law.
BST is providing this service for a specific fee. BST shall not report
related Client's revenues as its own receipts for gross receipts tax
purposes or any other tax purposes.
BST shall not be responsible for calculating and billing any foreign
state taxes associated with a jurisdiction where the call originates in
a state other than the billing state, unless the foreign state tax
information is calculated by Client and provided to BST for printing on
End User Customers ▇▇▇▇.
Should any Federal, State or local jurisdiction determine that sales,
use, gross receipts or any other taxes (including interest, penalties,
and surcharges thereon) are due by BST as a result of BST's provision
of this service and such taxes have not already been billed by BST and
paid by Client, BST shall advise Client and Client shall be liable for
any such tax, interest, penalties and surcharges, and Client shall
immediately reimburse BST the amount of such tax, interest, penalties
and surcharge paid by BST. If Client disagrees with BST's determination
that any taxes are due by BST as a result of BST's provision of this
service, Client shall, at its option and expense (including immediate
payment of any such assessment), have the right to seek a ruling as to
the inapplicability of any such tax or to protest any assessment and
participate in any legal challenge to such assessment, but shall be
liable for any tax, penalty, surcharge and interest ultimately
determined to be due.
All communications with taxing authorities regarding Taxes applicable
to Client shall be the responsibility of the Client.
Client understands and agrees that BST is merely providing Services
with respect to the billing and collection of Taxes hereunder.
Client shall file all tax returns and pay or remit all such Taxes to
the imposing authority.
VERSION FINAL. SEPTEMBER 3, 2003
19
CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
TAX INDEMNITY AND RECOURSE
BST agrees to pay and hold Client harmless from and defend (at BST's expense)
Client from and against any liability or loss resulting from tax, penalties,
interest, additions to Tax, or other charges or payable expenses (including
reasonable attorney's fees) incurred by Client as a result of:
l). The failure of BST to ▇▇▇▇ End User Customer Taxes as required
by Client through the Invoice Billing Service; or
2). BST's recalculation or alteration of Taxes sent to BST through
the Invoice Billing Service. This sub-paragraph does not apply
to recourse adjustments initiated by BST or to adjustments
received by other than the mechanized Invoice Processing feed.
Such indemnity shall be provided to Client on an after Tax basis.
Client shall indemnify and hold harmless, and defend (at Client's expense) BST
from and against any liability or loss resulting from any Taxes, penalties,
interest, additions to Tax, or other charges or payable expenses (including
reasonable attorney's fees) incurred by BST as a result of:
1). Client's failure to pay any Tax or file any return or other
information as required by law or the Agreement; or,
2). BST complying with the Agreement or with any determination or
direction by or advice of Client provided in writing by Client
or BST correctly using information provided in writing by
Client in performing any Tax-related service hereunder; or
3). BST acting or failing to take any action with respect to any
Tax which is subject of the Agreement.
Notwithstanding, the above, such indemnity is conditioned upon BST providing
Client or Client providing BST with notice (which notice shall be given allowing
the Party time to file a response, but in no event more than 10 business days of
receipt of assessment) of any additional Tax, penalties, or interest due with
respect to this Agreement. BST shall receive a copy of all filings in any such
proceeding, protest or legal challenge, all rulings issued in connection
therewith and all correspondence between Client and the taxing authority.
If Client disagrees that any Taxes are payable by BST, disagrees with an
assessment of any additional Taxes, penalties, interest, additions to Tax
surcharges, or other charges or payable expenses due by BST as a result of BST's
billing to Client for services under this Agreement, Client shall, at its option
and expense (including, if required by a taxing authority, payment of such Tax,
penalties and interest prior to final resolution of the issue have the right to
seek administrative relief, a ruling, judicial review (in a manner deemed
appropriate by Client), as to the applicability of any Tax, penalty or interest,
or to protest any assessment and direct and legal challenge filed with the
Internal Revenue Service or in a court of Law such assessment, and shall be
liable hereunder for any such amount ultimately determined to be due.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
Any legal proceeding or any other action with respect to BST and with
respect to any asserted Liability or additional taxes due by BST shall
be under BST's direction, but Client shall be consulted. Any legal
proceeding or any other action with respect to Client and with respect
to any asserted liability of additional taxes due by Client shall be
under Client's direction, but BST shall be consulted. In any event,
both Client and BST shall fully cooperate with each other as to the
asserted liability. Client shall bear all the costs of any such action
undertaken at its specific request. BST shall bear the costs of any
such action undertaken absent such a request from Client.
25. FUTURE ENHANCEMENTS
Once the Client's initial service establishment is complete for the
service purchased under this Agreement, the Client may request
enhancements and/or modifications to its service. There are cases when
additional work is required due to Client requests such as new ▇▇▇▇
phrases, new product billing, re-sends of data, etc. All such Client
requests will be handled as additional work requests unless the work is
a result of changes initiated by BST.
The Client should provide a written request completely detailing the
service modifications needed. If more information is needed by BST, BST
will provide Client with a list of questions and issues. Once complete
specifications are provided by Client, BST will provide a response with
the time and cost estimate.
The Client will have up to forty (40) working days to provide written
authorization concurring with BST's time and cost estimate and
authorizing BST to begin the work. The timeframe for implementation
will be dependent upon receipt of written authorization to proceed. The
cost for performing the enhancement will be billed to the Client on its
billing and collections statement for portions of the work as they are
completed by BST. This billing will typically be one month in arrears.
(Ex. billing for work undertaken for a project in January will be
billed on the February ▇▇▇▇.) If the Client cancels a request, it will
be billed for the work completed to date of cancellation.
Client modifications requested may also require additional recurring
processing expense for BST. In those cases, new recurring rates may be
established or the rates for existing rate elements may be increased.
The Client will be charged at rates set forth in Attachment 1 for the
non-recurring development work required for BST to develop and
implement the request.
TESTING
New procedures, which require mutual testing, must be coordinated by
both Parties and a mutually acceptable test schedule timeline and
frequency established. Since future enhancements are determined on an
ICB, testing must be included in this process.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
26. LIMITATION OF LIABILITY
The Client agrees that BST assumes no liability for any action or claim
arising out of BST's billing or determination to refuse to ▇▇▇▇ any of
Client's charges. The liability of BST for damages arising out of
mistakes, omissions, interruptions, delays, errors or defects in
rendering services hereunder and not caused by the negligence of the
Client shall in no event exceed an amount equivalent to the
proportionate charges to the Client for the service which was affected
by such mistakes, omissions, interruptions, delays, errors, or defects.
Neither Party shall be liable for lost profits, lost savings or other
such damages, including without limitation special, exemplary,
indirect, incidental or consequential damages arising out of or in
connection with this Agreement or in connection with either Party's
failure to perform its obligations hereunder.
27. INDEMNITY
Both parties represent and warrant that any data files which are to be
processed by either company and any ▇▇▇▇ or notice formats comply with
the criteria and requirements set forth in this Agreement, any
governmental laws, codes and regulations, and any attachments,
exhibits, addendum's, amendments and good business practices. Each
Party shall defend at its own expense and indemnify and hold the other
Party harmless from all claims, lawsuits, actions, complaints, damages,
demands, liabilities, penalties, interest and expense, (including
reasonable attorney's fees) arising out of either company's breach of
the foregoing representation and warranties.
28. WARRANTY DISCLAIMER
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY REGARDING
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) NOT SPECIFIED
HEREIN RESPECTING EQUIPMENT FURNISHED OR SERVICES PERFORMED UNDER THE
AGREEMENT.
29. CONFIDENTIALITY AND PUBLICITY
A. All business-sensitive and competitive information disclosed
by Client or BST during the negotiation of this Agreement as
well as information generated during the performance of the
Services covered by this Agreement are considered proprietary
and confidential to the disclosing Party and shall not be
disclosed to a third party. Also, neither Party shall use
information except to perform duties pursuant to this
Agreement. Each Party shall use the same standard to protect
such information as it uses to protect its own similar
confidential and proprietary information unless such
information was previously known to the other Party free of
any obligation to keep it confidential, or has been or is
subsequently made public by either Party or a third party.
B. Unless otherwise required by applicable law or regulatory
agency, each Party agrees that it shall not, without the prior
written consent of the other Party, make any news release,
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
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public announcement, or denial or confirmation of the whole or
any part of their agreement which names the other Party, or
an affiliated company of the other Party.
C. The Parties acknowledge that this Agreement contains
confidential information which may be considered proprietary
by either or both Parties, and agree to limit distribution of
this Agreement to those individuals in their respective
organizations, and in their affiliated companies, with a need
to know the contents of the Agreement or to meet the
requirements of a court, regulatory body or government agency
having jurisdiction over either Party provided that such Party
will seek commercial confidential status for the Agreement to
the extent such designation can reasonably be secured.
30. TRADEMARKS, TRADE NAMES AND SERVICE MARKS
BST agrees to submit to Client all advertising, sales promotions, press
releases, and other publicity matters relating to this Agreement or
mentioning or implying the trade names, logos, trademarks or service
marks (collectively called "Marks") of Client or language from which
the connection of said Marks therewith may be inferred or implied, or
mentioning or implying the names of any personnel of Client. BST
further agrees not to publish or use such advertising, sales
promotions, press releases, or publicity matters without Client's prior
written consent.
A. LICENSE FOR MARKS.
The Parties retain exclusive ownership of their trademarks,
service marks, logos and trade names ("MARKS"). Client hereby
grants to BST a personal, nonexclusive, limited right,
assignable only as provided within this Agreement, to
reproduce Client's Marks for use as defined herein and as
necessary for fulfilling any obligations or exercising any
rights under this Agreement. Client agrees that BST may affix
such Client Marks to materials provided for hereunder. BST
shall strictly adhere to all graphic standards and marking
requirements required by Client as may be revised or
supplemented from time to time. In the case of BellSouth's
Marks, the parties acknowledge that any license to use
applicable BellSouth marks must be obtained from BellSouth's
corporate affiliate, BellSouth Intellectual Property Marketing
Corporation.
1). Client and its Affiliated Companies' trade
names, logos, trademarks and service marks
are the property of Client. In response to
Client's request to have BST affix certain
trademarks, trade names, logos, symbols,
decorative designs, (hereinafter
collectively called "Marks") to the material
furnished hereunder, Client hereby grants to
BST a personal, nonexclusive, limited right,
assignable only as provided within this
Agreement, to reproduce and affix Client's
Marks for use as defined herein and as
necessary for fulfilling any obligations or
exercising any rights under this Agreement.
BST shall strictly adhere to all graphic
standards and marking requirements required
by Client as may be revised or supplemented
from time to time.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
2). BST's and its Affiliated Companies' trade
names, logos, trademarks and service marks
are the property of BellSouth Intellectual
Property Corporation ("BIPCO"). In response
to BST's request to have Client affix
certain trademarks, trade names, logos,
symbols, decorative designs, (hereinafter
collectively called "Marks") to the Material
furnished hereunder, Client agrees to comply
with the terms of the Trademark License
Agreement attached as Appendix A. Client
shall not affix, use, or otherwise display
such Marks on the Material or use the Marks
in any manner inconsistent with the terms of
the Trademark License Agreement. BIPCO shall
retain all right, title, and interest in any
and all Marks, packaging design and finished
artwork provided to BST.
3). Neither party will use the name, logo,
trademarks or service marks of the other
Party without obtaining advance written
approval from the other party regarding such
use, including use in a domain name. The
request for approval will include the
specific copy for which use is proposed.
B. OWNERSHIP OF WORK PRODUCT
"Work Product" means all software (object and source code),
technical information, inventions, discoveries, improvements,
methods, techniques, training material, processes,
specifications, works of authorship, documentation, data
format and other information conceived, developed or first
reduced to practice by a Party, its employees, consultants or
representatives, under or resulting from this Agreement.
Unless otherwise agreed to by authorized representatives of
the Parties, in writing, in advance of the creation of the
Work Product, the Party developing such information shall own
all right, title, and interest, including copyright, in and to
the Work Product.
C. CONFIDENTIALITY
It may be necessary for BST to provide Client with certain
proprietary and confidential information, specifically
software containing data format information, solely for the
purpose(s) of data exchange. Client may share data format
information with its partner companies provided both Client
and partner companies agree that each shall protect the
information from any use, distribution or disclosure except as
permitted hereunder. Client and its partner companies will use
the same standard of care to protect the information as its
uses to protect its own similar confidential and proprietary
information, but not less than a reasonable standard of care.
Client may provide data format information only to its partner
companies who: (i) have a substantive need to know such
information in connection with this Agreement; (ii) have been
advised of the confidential and proprietary nature of such
information; and (iii) have personally agreed in writing to
protect from unauthorized disclosure all confidential and
proprietary information, of whatever source, to which they
have access in the course of their employment.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
31. SOFTWARE
The Parties or their contractors or agents may develop specifications,
drawings, documentation, concepts, methods, techniques, processes,
adaptations and ideas including, but not limited to software
(hereinafter "Software") for the purpose of rendering Services under
this Agreement. Unless otherwise agreed by authorized representatives
of the Parties, in writing, in advance of the creation of the Software,
the Party developing such information shall own all right, title, and
interest, including copyright, in and to the Software.
The Client may share data format information for the purpose of data
exchange with its partner companies provided those companies use the
formats internally only.
32. ASSIGNMENT
Neither Party shall assign any right, obligation or duty, in whole or
in part, or any other interest hereunder, without the written consent
of the other Party, which consent shall not be unreasonably withheld.
Provided, however, that either Party, may, without the other Party's
consent, assign this Agreement to any of its Affiliated Companies or
may subcontract the performance of any of its obligations hereunder to
such an affiliate company provided that such affiliate is financially
and technologically able to perform the Assignor's duties under this
Agreement. If assigned to an Affiliated Company by BST, this Agreement,
and rates contained herein, may be modified by mutual agreement by the
Contract Administrators for BST and the Client. If new terms and
conditions cannot be mutually agreed upon, either Party may terminate
this agreement without any further liability hereunder other than for
services previously rendered.
Client understands and agrees that at its sole discretion, BST may
delegate any duty in this Agreement to an affiliate for such affiliate
to perform on behalf of BST.
33. AUTHORIZATION TO CONDUCT BUSINESS
A. Client and BST shall comply with the provisions of all
applicable federal, state, county and local, laws ordinances,
orders, tariffs, regulations and codes. The Parties shall
indemnify each other for, and defend each other against, any
loss or damage sustained because of the indemnifying Party's
noncompliance.
B. The Parties shall obtain and keep current all federal, state,
and local licenses or approvals that may be required for the
performance of this agreement. Upon request, copies of all
required licenses and approvals shall be furnished to each
other. If either Party does not comply with such a request
within thirty (30) days, the other Party shall have no further
duty to perform pursuant to this Agreement. Client and BST
shall indemnify, defend and hold each other harmless against
any loss, cost, or damages (including attorney's fees)
sustained as a result of either Party's failure to obtain or
comply with any necessary licenses or approvals.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
C. BST shall obtain and keep current all federal, state and local
licenses or approvals and comply with other such regulations
as may be applicable to the billing performed by BST
hereunder.
D. This Agreement applies to End-User customers to which Client
chooses to provide combined billing for Client-provided
services in the BST operating territory. Such billing may
include amounts for services approved per procedures described
in Section 14 that are provided by third parties but relate
specifically to the service provided to the End-User by
Client. This Agreement cannot be used to ▇▇▇▇ charges
belonging to other third parties.
E. The Agreement applies to billing and collections services in
the BST operating territory which encompasses the nine states
of Alabama, Kentucky, Louisiana, Mississippi, Tennessee,
Florida, Georgia, North Carolina and South Carolina. It also
includes limited areas in adjacent states to the extent that
BST has existing customers to whom it sends bills and any
other areas where Client may operate in the future within the
BST operating territory.
34. NOTICES AND DEMANDS
A. Except as otherwise provided under this Agreement or in the
attachments hereto, all notices, demands or requests which may
be given by one Party to the other Party shall be in writing
and shall be deemed to have been duly given on the date
delivered in person or deposited, postage prepaid, in the
United States mail via verified mail return receipt requested
or sent by telex or cable and addressed as follows:
BST: BellSouth ARM Billing & Collections
Name: Cingular B&C Account Manager
Address: 1025 Lenox Park 8B77
City/State/Zip: ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Client: Controller
Name: Cingular Wireless LLC.
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇/▇▇▇▇▇/▇▇▇: ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
B. Tax related notices should be sent to:
BellSouth: Director - State and Local Taxes
Name: BellSouth Corporation
Address: Room 16J07
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇
▇▇▇▇/▇▇▇▇▇/▇▇▇: ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
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BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
C. The above addresses may be changed by written notice given by
such Party to the other Party pursuant to this section.
35. NO THIRD-PARTY BENEFICIARIES
This Agreement is not intended to create any third-party beneficiary
rights and shall not provide any person not a party to this Agreement
with any remedy, claim, liability, reimbursement, cause of action or
other right.
36. TERMINATION UPON EVENT OF DEFAULT BY A PARTY
A. Upon the occurrence of an event of default (as hereinafter
defined) by a Party, and so long as such event of default
shall be continuing, the aggrieved Party may elect to give
notice to the defaulting Party that the Agreement is
terminated and, if the aggrieved Party shall elect, proceed by
appropriate court action, either at law or in equity, to
recover damages for the breach thereof. The occurrence of any
of the following shall constitute an event of default:
1). Any Party shall fail to pay any amounts due under
this Agreement and such failure to pay shall continue
for more than thirty (30) business days after written
notice from the aggrieved Party.
2). Any representation or warranty made by a Party in
this Agreement or in any report, certificate,
financial statement or other statement furnished
pursuant to the provisions of this Agreement or
otherwise, shall prove to have been false or
misleading in any material respect as of the date on
which the same was made.
3). Any Party shall fail in any material respect to duly
observe or perform any covenant, condition or
agreement made by it in this Agreement and shall
continue to fail to do so for a period of thirty (30)
business days after receipt of written notice
thereof.
A "business day" or "Working day" shall mean a calendar day,
excluding Saturdays, Sundays, and all holidays celebrated by
BST. On an annual basis, prior to the beginning of each
calendar year, BST shall provide Client a list of said
holidays.
B. The foregoing does not represent the sole and exclusive remedy
of a Party upon the occurrence of an event of default by
another Party.
37. AGREEMENT TERMINATION
Either Party may terminate this Agreement at its sole discretion
without cause by providing the other Party with a ninety (90) day
written notice.
Upon discontinuance of services, all charges incurred by the Client
will be due to BST. Any settlements owed to the Client will be paid by
BST.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
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effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT BETWEEN
BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
38. OBLIGATIONS SURVIVE TERMINATION
The Parties agree that the termination of this Agreement pursuant to
any provision or section hereof, or for any other reason, shall not
affect or terminate any obligation or liability incurred or assumed by
either Party prior to the effective date of termination of this
Agreement, and the provisions of this Agreement shall survive its
termination with respect to conclusion of any unresolved matters
relating to the Services performed prior to termination. Upon
termination of this Agreement by either Party for default or
convenience, each Party will be responsible for paying any and all
outstanding amounts due to the other Party. With respect to Client,
these amounts, which must be paid to BST, may include, but are not
limited to, unbillables, uncollectibles, unguideables, and Billing and
Collections Services charges which relate to services provided under
this Agreement, and may include amounts that occur subsequent to the
date of termination.
39. SEVERABILITY OF PROVISIONS
Except as expressly provided in this Agreement, if any part of this
Agreement is held or construed to be invalid or unenforceable, such
provision shall be severed from this Agreement and all other terms and
conditions of this Agreement shall remain in full force and effect to
the extent permissible or appropriate in furtherance of the intent of
this Agreement as if such severed provision had never been a part
hereof.
40. UNLAWFUL USE
The service provided under this Agreement will not be used by the
Client for any unlawful purpose. If the Client uses the service for any
unlawful purpose, the Client will indemnify, defend and hold the
company harmless against any and all damages and expenses, arising in
any manner, due to the Client's use of the service in any unlawful way.
The Client's use of this service for an unlawful purpose will be
grounds for BST to immediately terminate this Agreement without notice.
41. TERM OF AGREEMENT
This Agreement shall continue in effect for the term provided in this
Agreement. After the primary term expires, unless otherwise terminated
by either Party, this Agreement will be extended in one-month
increments until terminated. Upon termination by either Party certain
charges as specified in this Agreement or attachments and amendments
may be applicable. This Agreement will continue to apply to invoices
received prior to termination throughout the remainder of the billing
month.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT BETWEEN
BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
42. FORCE MAJEURE
Neither Party shall be held liable for any delay or failure in
performance of any part of this Agreement from any cause beyond its
control and without its fault or negligence, such as acts of God, acts
of civil or military authority, government regulations, embargoes,
epidemics, war, terrorist acts, riots, insurrections, fires,
explosions, earthquakes, nuclear accidents, floods, strikes, power
blackouts, volcanic action, other major environmental disturbances,
unusually severe weather conditions, inability to secure products or
services of other persons or transportation facilities, or acts or
omissions of transportation common carriers. Provided, however, that
the Party affected by the force majeure shall remedy the delay or
failure as quickly as commercially reasonable.
43. CONFLICT OF INTEREST
The terms and conditions contained in Attachment 2, Conflict of
Interest, are hereby made part of this Agreement.
44. GOVERNING LAW
This Agreement shall be deemed to be a contract made and performed
under the laws of the State of Georgia, and the construction,
interpretation and performance of this Agreement and all transactions
hereunder shall be governed by the domestic law of such State.
45. FRAUD
Cloning Fraud detection, deterrence, and control procedures are the
responsibility of the Client. Subscription Fraud, as defined by BST
Security, may be detected by either BST or the Client. The Client
agrees to notify BST immediately if Subscription Fraud is detected. BST
agrees to notify Client immediately if Subscription Fraud is detected.
Any billed revenues involved in fraud that are not adjusted by the
Client may be recoursed by BST to the Client.
46. CLIENT USE OF DATA FORMATS WITH OTHER PARTNERS
The Agreement hereby acknowledges the Client's use of the BST
proprietary data formats for the purpose of data exchange with other
combined billing partner companies. These formats may only be used by
BST approved partner client entities for this purpose. The Client must
secure written non-disclosure agreements to protect this proprietary
material from such partner client entities which will utilize BST's
proprietary data formats.
47. AUDITS
The Client has the right to perform one Audit or Examination annually
of BST records relating to services purchased under this Agreement. The
Audit or Examination will be at BST locations and in accordance with
terms and conditions set forth in this section for all services
purchased under this Agreement.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
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effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT BETWEEN
BELLSOUTH AND CINGULAR
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A. TERMS AND CONDITIONS
1). The Client will initiate an Audit or Examination by
giving BST written notification of its intent to
perform an Audit or Examination at least 90 calendar
days before the Client's desired start date.
2). On Site
a). An Audit or Examination will be performed
during normal day-shift BST business hours.
b). An Audit or Examination is limited to a
maximum period of two weeks on-site,
provided all key personnel are available at
the start and throughout the Audit or
Examination.
c). An Audit or Examination is limited to three
(3) states.
3). Miscellaneous
a). BST costs for special extractions of Client
data will be paid by the Client.
b). Each Party bears its own costs and expenses
during the Audit or Examination
c). If an independent auditing firm is used for
the Audit or Examination, the independent
firm must sign a non-disclosure agreement
with the Client and BST.
d). All information exchanged is considered
proprietary and its use limited to the audit
purpose only unless written agreement is
secured from BST and the Client.
e). BST will respond to Client Audit findings
within mutually agreed-upon timeframes.
4). Handling of Material
a). BST and Client materials are considered
proprietary and cannot be copied or removed
from the premises.
b). Observation of BST employees' contacts with
End-Users is prohibited.
c). Interviews with BST non-management employees
are prohibited.
B. WRITTEN NOTIFICATION AND TIME FRAME REQUIREMENTS
1). The Client will provide BST written notification of
its intent to perform an Audit or Examination at
least ninety (90) calendar days prior to desired
start date. The request must contain the following
information:
a). Objective of the Audit or Examination
b). Start date and Duration for on-site
activities
c). Participants Names, Addresses, and Phone
Numbers
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BETWEEN BELLSOUTH AND CINGULAR
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d). Scope (may not change once the Audit or
Examination begins)
e). Data request identifying data or documents
to be examined (may not change once the
Audit or Examination begins)
f). Site or location of Audit or Examination
(must be mutually agreeable)
g). Data request sample size
2). BST must respond to the Audit or Examination request
within fifteen (15) calendar days and acknowledge
that the time, location and date are acceptable or,
based on good and reasonable cause, change the date
to a mutually agreed-upon alternative.
3). Once the start date is established, BST will schedule
a pre-review meeting within 30 calendar days of the
Client receipt of the written notification by BST.
The pre-review meeting cannot be less than 45
calendar days before the Audit or Examination.
Pre-review activities include but are not limited to:
a). Clarification and concurrence of Client
requests
b). Review of sample documentation
c). Concurrence of materials and documents to
be provided during the Audit or Examination
C. FINAL REPORT AND CLAIM PAYMENT
1). Within forty-five (45) calendar days of the Audit or
Examination conclusion, the Client will provide to
BST a report, in writing, identifying any
deficiencies found and documenting any claims
associated with the Audit or Examination. If this
time frame cannot be met, the Client will negotiate
an extension.
2). Upon receipt of the report, BST will investigate all
findings and claims and provide a written response to
the Client within forty-five (45) calendar days of
receipt of the Client report. In the event this
timeframe cannot be met, BST will negotiate an
extension.
3). The response will detail BST investigative actions
and its proposed resolutions which will be one of the
following:
a). No settlement due.
b). The Parties concur that a settlement is due
the Client from BST.
c). The Parties concur that a settlement is due
BST from the Client.
4). The Client will provide concurrence with or objection
to BST written response within forty-five (45)
calendar days of receipt of the written response.
D. BILLING OF A CLAIM
BST will include the mutually agreed-upon claim amount and any
associated interest payment as described in Section 53 of this
Agreement on either a subsequent billing and collection ▇▇▇▇ or
Settlement statement due the Client.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
48. LATE PAYMENT CHARGES ON END-USER ACCOUNTS
Where authorized by appropriate regulatory agencies, BST will apply
late payment charges automatically to End-User bills based on balance
due. A late payment charge is applied when any undisputed portion of a
previous month's ▇▇▇▇ has not been paid in full prior to the subsequent
▇▇▇▇ date. Any payment of these charges by End-User, waiver or
adjustment of late payment charges is considered BST revenue and does
not involve Client settlements, even though the basis for the late
payment charges could include Client invoice revenues. The Client is
not permitted to ▇▇▇▇ late payment charges assessed by the Client on
combined bills.
49. INTEREST ON END-USER ACCOUNTS
Interest calculated on BST charges or paid by BST to End-Users will not
use Client invoice revenues in the basis for calculation. Client
End-Users will not receive interest from BST for any Client services.
Interest paid to End-Users by the Client must be included in the Client
invoice, identified to the End-User, and be represented as a "net" of
Client charges when provided to BST on the invoice.
50. DEPOSITS ON END-USER ACCOUNTS
If a deposit is required to establish Client service to an End-User,
the deposit for Client services must be determined and secured by the
Client. Charges for or refunds for deposits may be included in the
invoice sent to BST for inclusion in the End-User ▇▇▇▇. The Client will
be responsible for holding the End-User deposits.
51. NPA/NXXFile
BST will provide to the Client a mechanized file of BST NPA/NXX/▇▇▇
information for Client use in mapping Client ▇▇▇▇ cycles to BST ▇▇▇▇
cycles, if Client desires to do so. This file will be provided each
▇▇▇▇ cycle of BST (there are 20 ▇▇▇▇ cycles per month) and will contain
the complete set of data each time. If BST revises the specifications
for the NPA/NXX/▇▇▇ data file, BST will notify Client at least ninety
(90) days before the changes are implemented.
52. NPA SPLIT PROCEDURES
The Client understands that it has multiple options for NPA split
notifications. BST recommends that a combination of options be employed
by the Client. The Client will be responsible for updating it's NPA/NXX
splits.ide NXX information.)
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
53. INTEREST ON SETTLEMENTS, CLAIMS, AND LATE PAYMENT.
A. The interest paid on late payment and claim payment amounts is
.67% per month (.0222% per day simple interest) or 8%
annually. The resulting amount will be rounded to the nearest
▇▇▇▇▇; i.e., to two decimal places.
B. Calculation of Interest Payments
1). Treatment and Collection Services Bills
For Treatment and Collection Services bills, the
interest rate stated above will be applied as a late
payment factor to the portion of the Client payment
not received by BST on the payment due date. It is
calculated for the number of days from the payment
due date to, and including, the date BST receives the
full payment from the Client.
2). Treatment and Collection Claim Payments
For Treatment and Collection Services ▇▇▇▇ claim
payments, the interest rate stated above will be
applied to the amount owed. Interest will accumulate
beginning either on the date the written documented
claim is received by BST or from the ▇▇▇▇ payment due
date, whichever occurs later.
3). Settlements Payments
For Settlements payments, the interest rate stated
above will be applied as a late payment factor to the
portion of the balance due not received by the Party
owed by the Settlement due date. It is calculated for
the number of days from the payment due date to, and
including the date the Party owed receives full
payment from the indebted Party.
4). Settlements Claim Payments
For Settlements claim payments, the interest rate
stated above will be applied to the amount owed.
Interest will accumulate beginning either on the date
the written documented claim of the monies in
question is received by BST or from the settlement
due date, whichever occurs later.
5). Audit Claim Payments
For Audit claim payments, the interest rate stated
above will be applied as follows:
a. Application of the interest payment to the
claim amount will start on the date the
claim is received under the conditions that
all supporting documentation is attached to
the claim and that both Parties mutually
agree that the documentation is accurate and
sufficient. When supporting documentation
has to be gathered by either or both
Parties, application of the interest payment
will begin the day both Parties mutually
agree that the supporting documentation is
complete and sufficient and on the claim
revenue amount.
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BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT
BETWEEN BELLSOUTH AND CINGULAR
--------------------------------------------------------------------------------
b. Application of the interest payment will stop on the
date the claim revenue amount is posted to the
Customers Treatment and Collection ▇▇▇▇ and/or
settlement due either Party.
c. Interest payment will not be applied to any claim
payment if it is determined that the claimant was
responsible for the circumstances that caused the
error(s). Both Parties will mutually agree on whether
or not the interest payment should be applied when
multiple circumstances and factors contributed to the
error(s).
54. END-USER BANKRUPTCY
If an End-User declares bankruptcy, BST will be responsible for
handling of Bankruptcy filings regarding amounts the End-User owes BST
and Client.
Cingular Wireless LLC. BellSouth Telecommunications, Inc.
By: By:
------------------------ ------------------------------
Title: Title:
--------------------- ----------------------------
Date: Date:
---------------------- -----------------------------
CINGULAR WIRELESS LLC
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effective September 1, 2003
EXHIBIT 10.62
ATTACHMENT 2
CONFLICTS OF INTEREST
BST does business with thousands of contractors and suppliers. It is a
fundamental policy of BST that such dealings shall be conducted on a fair and
impartial basis, free from improper influences, so that all participating
contractors and suppliers may be considered on the basis of the quality and cost
of their product or service.
We are also committed to doing business with contractors and suppliers in an
atmosphere that is in keeping with the highest standards of business ethics.
Although we recognize that the exchange of gifts and entertainment is customary
in some businesses, we believe this practice often raises embarrassing questions
about the motives of both the giver and receiver. Therefore, this company has
for some time followed a policy that its employees shall not accept from
customers, suppliers of property, goods, or services, or from any other persons,
any gifts, benefits, or unusual hospitality that may in any way tend to
influence them, or have the appearance of influencing them, in the performance
of their jobs.
Employees of BST who are authorized to make purchases or negotiate contract are
aware of this policy.
We believe that firm adherence to this policy will help establish better
business relationships between BST and its contractors and suppliers. We solicit
your cooperation in achieving that objective.
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BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
ATTACHMENT 3
CONTRACT ADMINISTRATORS
BellSouth Telecommunications, Inc.
BellSouth ARM Billing & Collections Manager
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇. ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Cingular Wireless LLC.
Controller
Cingular Wireless LLC.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Cingular Corp.
Controller
Cingular
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
ATTACHMENT 4
PAYMENT AND/OR BILLING ADDRESSES
BellSouth Telecommunications, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇, Treasurer
Building A, Room 197
5775 Peachtree Dunwoody
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Cingular Wireless LLC.
Corporate Accounting/Cash Accounting Manager
Cingular Wireless LLC.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Cingular Corp.
Corporate Accounting/Cash Accounting Manager
Cingular Corp
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
ATTACHMENT 5
LIST OF ABBREVIATIONS
AAN Account Activity Notification
BST BellSouth Telecommunications, Inc.
BTN Billing Telephone Number
CBB Cost Based Billing group
ICB Individual Case Basis
LLTNV Landline Telephone Number Validation
NPA Numbering Plan Area (Area Code)
NXX Exchange Code
PAR Purchase of Accounts Receivable
T&C Time and Cost
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BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Attachment 6
DEFINITION OF TERMS
The terms in this section appear in this Agreement with their initial letters
capitalized, whether in the singular or plural, and shall have the respective
meanings specified in this section for all purposes of this Agreement unless
otherwise expressly indicated.
1. Accounts Receivable: An account evidencing a legally enforceable right
to payment for goods, sold, rented, or leased or for services rendered.
2. Adjustment: A credit or debit applied to an End-User's account
correcting amounts previously applied to the End User's account.
Adjustments to the End-User account will be the responsibility of the
Client. The Client will apply adjustments and transmit to BST for
inclusion on the End-User ▇▇▇▇. BST will only make adjustments to
End-User charges as part of the End-User Dispute process, fraud
process, enrollment error correction or at the explicit request of
Client.
3. Agreement: This document which consists of all Sections and Appendices.
It is intended to describe the relationship between BST and Client
where BST is providing billing, treatment and collection services to
the Client.
4. Audit: The review of billing and/or collection data encompassing
multiple subjects; i.e. data receipt, calculation of balance due, ▇▇▇▇
presentation, ▇▇▇▇ rendering.
5. ▇▇▇▇ Date: The date reflected on the face of the BST Customer ▇▇▇▇
which designates either the first calendar day of the Billing Period,
if BST charges are billed in advance, or the calendar day immediately
following the last day of the Billing Period, if BST charges are billed
in arrears. In the case of a Final ▇▇▇▇, the ▇▇▇▇ Date shall be the
date the ▇▇▇▇ is prepared by BST, and reflected on the face of said
Final ▇▇▇▇.
6. Billing Period: The period of time beginning on a ▇▇▇▇ Date and ending
on the calendar day immediately prior to the subsequent ▇▇▇▇ Date.
7. ▇▇▇▇ Rendering: Preparation, printing, and mailing of Customer charges
for services rendered along with BST's local exchange
telecommunications services to the End-User.
8. Billing Telephone Number (BTN): The primary number assigned to the
End-User who is responsible for receiving the BST ▇▇▇▇. Multiple
telephone lines and numbers may be associated with one BTN. May or may
not be an actual dialable number.
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BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
9. BST Customer ▇▇▇▇: The ▇▇▇▇ rendered by BST to a Customer which
evidences and Accounts Receivable of BST.
10. Business Day: Any weekday of the year, excluding federal or state
holiday and any holidays observed by a Party, when the principal
administrative offices of both Parties are open for and legally
transacting business.
11. CBB: Cost Based Billing System: The billing system used to collect and
▇▇▇▇ billing and collection charges between BellSouth Affiliates.
12. Claim: A Customer dispute concerning a charge or settlement amount
which has not been resolved.
13. Client: The Party purchasing Billing and Collection Services under this
Agreement.
14. CONNECT:Direct(TM): A communications protocol product of Sterling
Corporation which is used to electronically transmit data files.
Supports speeds up to 56 Kbps with restart capability for speeds less
than 56 Kbps.
15. Combined Billing: Billing containing multiple services from the Client
and BST which combine different platforms or technologies, such as
bills combining wireline, wireless and entertainment services.
16. Data Transfer. The process of delivering standard format data, such as
invoice data, or records via Connect: Direct and cartridge tape.
17. Data Transmission (Also referred to as "electronic data transmission"):
The process of sending standard format data from one location to
another using standard transmissions software programs, i.e.
CONNECT:Direct(TM), etc.
18. Denial of Service: The interruption of the End-User's local exchange
service as defined in BST's General Subscriber Services Tariff (GSST).
19. Dispute: This term has two different meanings within the Agreement
depending on the context. When discussing End-Users and post-billing
adjustments, a dispute is classified by BST as an inquiry in which the
End-User has notified the Client of a claim and the Client, after
investigation, sustains the charges and the End-User continues to
refuse to pay and contacts BST for assistance. When discussing
Treatment and Collections Service charges, Settlement, and audit
claims, a dispute is defined by BST as a disagreement between the
Client and BST as to the amount due or owed.
20. Due Date: The date any Billing Amount is due for payment.
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BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
21. Editing: The verification of data format and type in accordance with
documented specifications.
22. End-User Customer: Any Person or Entity in whose name a BST Customer
▇▇▇▇ is rendered who subscribes to BST services or to Client services.
23. Examination: The review of a single B&C issue or subject related to
this Agreement; e.g., the examination of Unbillables.
24. Final ▇▇▇▇: The BST Customer ▇▇▇▇, including all revisions thereto,
reflecting a final Total Balance Due which is issued following BST
termination of BST service to the Customer.
25. Fraud: When service is established with false data for the sole purpose
of defrauding with no intent to pay.
26. Invoice: The Customer provides all data that will appear on its
End-User ▇▇▇▇ ▇▇▇▇(s) in the form of an "invoice". The invoice may
contain various types of data such as local calls, toll-related
charges, unregulated services, taxes, plan discounts, promotional
information, etc.
27. Late Payment Charge: A charge to compensate an entity for the time
value of money only for the period between the time a Settlement Amount
is due to be paid and the time the amount actually is paid if said
Settlement Amount is not paid on the Due Date.
28. Late Payment Period: The number of calendar days between the date a
Billing Amount is due to be paid, but is not paid in full, and the date
said Billing Amount is paid.
29. Net Bad Debt Rate: For BST, for a given month, the current month
corporate book write off divided by the current month's billing.
30. Non-recurring charges: Charges that are one-time only.
31. Purchase Date: The Purchase Date of any Account Receivable shall be
determined each data month.
32. Purchase of Accounts Receivable: Statement sent to the Client by BST
detailing the amount due the Client. Includes Client transmitted
revenues and associated taxes received, and recourse and/or settlement
amounts such as uncollectibles, adjustments for a given settlement
period.
33. Order of Magnitude: Correspondence from the Client to BST requesting a
mutually non-binding Time and Cost (T&C) estimate for implementing a
new service or
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BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
initiating a change to an existing service. This enables the Client to
gain knowledge and understanding before making a commitment.
34. Payment Availability Period. The average number of days between the
billing period date of an End-User ▇▇▇▇ and the date payment for the
▇▇▇▇ is deposited in BST's account.
35. Post-Billing Adjustment: Normally BST-initiated credits issued to
Client End-User accounts for Client charges that have billed to these
End-User accounts, which in turn modifies (adjusts) the total
settlement balance due the Client from BST. Client initiated credits
can be included within the invoice and do not appear as "adjustments"
on the BST settlement statement. Client initiated Adjustments passed to
BST on the separate FLEX adjustments file will appear as "adjustments"
on the settlement statement.
36. Processing Site: A designated BST site which processes End-User billing
data to produce bills. BST currently has multiple processing sites,
some are physically co-located.
37. Program Development: Programming and programming related work performed
by BST to meet a specific Client request for creation and
implementation of a new service or changes to existing service(s).
38. Record: A telecommunications industry standard used to refer to the
unique layout that contains information for End-User billing, account
information, or other information.
39. Recourse: The process of removing Client charges from a BST End-User
account and returning those charges to the Client for further handling.
May be performed like an adjustment on either a live or current BST
End-User account or on a final or disconnecting BST account.
40. Recurring Charges: Periodic charges that repeat on a frequent basis,
such as monthly.
41. Regional Data Center (RDC): A physical BST location which contains the
computer hardware which multiple processing sites share for ▇▇▇▇
processing. For example, the RDC in Birmingham processes bills for the
Atlanta, Macon, and Birmingham Processing Sites.
42. Service Program: A specific service or program billed by Client using
any EMI charge or credit record.
43. Settlement Period: The period of time which begins on the first of each
calendar month and goes through the end of that month.
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effective September 1, 2003
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44. Time and Cost Estimate (T&C): Supplied by BST to the Client in response
to the Client's initial Feasibility Estimate (FE) request. The T&C
estimate provides the date of scheduled implementation and associated
costs to develop and implement the requested service or existing
service change. With OMs, the T&C estimate is mutually non-binding.
45. Total Balance Due: That amount reflected on the BST Customer's ▇▇▇▇
representing the total amount due from a Customer, including all
current amounts, past due amounts, and Adjustments, and payable to BST
as Accounts Receivable to BST.
46. Treatment: Any action taken by BST to collect delinquent or unpaid
End-User accounts.
47. Unbillable: Client data which BST is unable to ▇▇▇▇ to an End-User.
There are two types of unbillables; l) rejects due to record formatting
problems, and 2) unguideables.
48. Unguideable: Client records that can not be matched to a BST billing
number. Unguideable records are classified as one of the Unbillable
types.
49. Uncollectible: Revenue that has been earned but cannot be collected,
i.e. BST cannot collect because the End-User does not pay the charge.
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effective September 1, 2003
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EXHIBIT A
AGREEMENT FOR
BILLING AND COLLECTION SERVICES BETWEEN
CINGULAR WIRELESS
Ameritech IN, MI, OH: CIC 50009 / ACNA COS
Ameritech IL: 50910 / ACNA C27
Ameritech IN: 50911 / ACNA C28
SWBT: CIC 436M / ACNA SBM
PB: CIC 8010 / ACNA ZPW
NB: CIC 8011 / ACNA ZNW
and
AMERITECH ILLINOIS
AMERITECH INDIANA
AMERITECH MICHIGAN
AMERITECH OHIO
AMERITECH WISCONSIN
SOUTHWESTERN ▇▇▇▇ TELEPHONE COMPANY
PACIFIC ▇▇▇▇
NEVADA ▇▇▇▇
EFFECTIVE , 200 through , 200
----------------------- --- ----------------------- ---
REVISED: JUNE 20, 2003
CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
TABLE OF CONTENTS
1.0 INTRODUCTION ..............................................................................1
1.1 AGREEMENT AND EFFECTIVE DATE .......................................................1
1.2 PARTIES ............................................................................1
1.3 BACKGROUND .........................................................................2
1.4 DEFINITIONS ........................................................................2
2.0 TERM ......................................................................................2
3.0 MODIFICATIONS .............................................................................3
4.0 COMPLIANCE WITH LAW .......................................................................3
5.0 SCOPE OF SERVICES .........................................................................3
5.1 ASSUMPTIONS ........................................................................3
5.2 PROVISION OF BILLING AND COLLECTION SERVICES .......................................4
5.3 ▇▇▇▇ PROCESSING SERVICE ............................................................4
5.4 MASTER FILE MAINTENANCE ............................................................6
5.5 MESSAGE INVESTIGATION CENTER .......................................................7
5.6 PAYMENT AND REMITTANCE PROCESSING ..................................................8
5.7 TREATMENT AND COLLECTION SERVICE ...................................................8
5.8 INQUIRY SERVICES PROVIDED BY SBC TELCO .............................................9
5.9 PURCHASE OF ACCOUNTS RECEIVABLES (PARS) ............................................9
5.10 TAXES-MESSAGE READY BILLING .......................................................10
5.10.1 APPLICATION OF TAXES TO END USERS .........................................10
5.10.2 TAX EXEMPTION .............................................................12
5.10.3 FILING OF TAX RETURNS .....................................................12
5.10.4 TAXES IMPOSED ON SERVICES PERFORMED BY THE SBC TELCO ......................12
5.10.5 TAX INDEMNIFICATION .......................................................13
5.11 RATES AND CHARGES FOR SERVICES ORDERED ............................................14
5.12 (OMITTED INTENTIONALLY) ...........................................................16
6.0 CUSTOMER OBLIGATIONS .....................................................................16
6.1 SUBMISSION OF CHARGES .............................................................16
6.1.1 ALLOWABLE MESSAGES/CHARGES (AMERITECH, SWBT, PACIFIC, NEVADA ONLY) ........16
6.1.2 UNALLOWED MESSAGES/CHARGES ................................................18
6.1.3 TRUE AND CORRECT MESSAGES/CHARGES .........................................21
6.1.4 THRESHOLD STANDARDS .......................................................23
6.2 INQUIRY SERVICES PROVIDED BY CUSTOMER .............................................24
6.3 CERTIFICATION .....................................................................24
6.4 ADVERTISING/PUBLICITY .............................................................25
6.5 (OMITTED INTENTIONALLY) ...........................................................25
7.0 DISPUTES AND CLAIMS ......................................................................26
7.1 DISPUTE/CLAIM RESOLUTIONS .........................................................26
7.2 LIMITATION PERIOD .................................................................26
8.0 LIMITATION OF LIABILITY ...........................................................26
i
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
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TABLE OF CONTENTS
9.0 TERMINATION OF SERVICE ...................................................................27
10.0 INDEMNIFICATION ..........................................................................28
11.0 PROPRIETARY INFORMATION ..................................................................29
12.0 FORCE MAJEURE ............................................................................29
13.0 AMENDMENTS AND WAIVERS ...................................................................30
14.0 ASSIGNMENT ...............................................................................30
15.0 NOTICES AND DEMANDS ......................................................................31
16.0 THIRD-PARTY BENEFICIARIES ................................................................31
17.0 GOVERNING LAW ............................................................................32
18.0 SEVERABILITY .............................................................................32
19.0 ENTIRE AGREEMENT .........................................................................32
20.0 HEADINGS .................................................................................32
21.0 SUSPENSION OF PERFORMANCE; RIGHT TO WITHHOLD; AND OFFSET .................................33
22.0 SUB-CONTRACTING ..........................................................................33
23.0 WARRANTIES ...............................................................................33
24.0 INTELLECTUAL PROPERTY ....................................................................34
25.0 OTHER BUSINESS, NO INTEREST CREATED ......................................................34
26.0 SOFTWARE .................................................................................34
27.0 SURVIVABILITY OF OBLIGATIONS .............................................................34
28.0 REALIGNMENT OF LOCAL EXCHANGE TELEPHONE FRANCHISES .......................................34
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EXHIBIT 10.62
LIST OF EXHIBITS
Appendix 1 Glossary
Appendix 2 Addresses for Notices and Demands
Exhibit A Price Schedule
Exhibit B Financial Settlements
Exhibit C Invoice Billing Services
Exhibit D Thresholds
Exhibit E Marketing Messages
Exhibit F Proprietary Information
Exhibit G Miscellaneous Services
Exhibit F SBC Support
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AGREEMENT FOR
BILLING AND COLLECTION SERVICES
PRINCIPAL AGREEMENT
1.0 INTRODUCTION
1.1. AGREEMENT AND EFFECTIVE DATE
This Agreement for Billing and Collection Services
(hereinafter "Agreement") is entered into
effective_______________________, 20____ ("Effective Date")
between the parties (hereinafter collectively referred to as
"Parties" and each individually as "Party").
This Agreement supersedes all prior and contemporaneous
Billing and Collection Services agreements and understandings,
whether written or oral, between the Parties. All prior and
contemporaneous Billing and Collection Services agreements and
understandings are hereby terminated. This Agreement contains
"the entire agreement of the Parties with respect to the
provision of Billing and Collection Services.
1.2. PARTIES
A. The Parties are identified as follows:
CINGULAR WIRELESS (hereinafter referred to as
"Customer"):
B. and the following Telephone Companies in the SBC
family of companies ("SBC Telcos")
[X] Ameritech Illinois
[X] Ameritech Indiana
[X] Ameritech Michigan
[X] Ameritech Ohio
[X] Ameritech Wisconsin
[X] Nevada ▇▇▇▇
[X] Pacific ▇▇▇▇
[ ] Southern New England Telephone Company
[X] Southwestern ▇▇▇▇ Telephone Company
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Place an "x" in the box next to the SBC Telco(s) that will
provide Billing and Collection Services. Customer may add
additional SBC Telcos, subject to SBC Tetco's approval, by
notifying SBC Telco of its desire to obtain Billing and
Collection Services (subsequent set-up charges will apply).
The term and conditions of this Agreement shall apply to any
SBC Teleco added by Customer after the Effective Date. The
termination date of this Agreement as to any SBC Telco added
by Customer after the Effective Date shall be coterminous with
the termination date of this Agreement.
Except where expressly provided otherwise, all references in
this Agreement to "SBC Telco" shall mean each SBC Telcp
individually above, as if this Agreement constitutes a
separate Agreement between Customer and each SBC Teleo. If
only one SBC Telco is identified above, then all references to
"SBC Teleo" shall include only the single identified SBC
Teleo, and all plural pronouns shall be deemed to include the
singular. Any reference to a "Party" shall mean Customer or
any single SBC Teleo, and any reference to "Parties" shall
mean, as the context requires, Customer and a single SBC
Teleo, or Customer and all SBC Telcos.
1.3 BACKGROUND
The SBC Telcos perform billing and collection activities for
their own account with respect to End User subscribers ("End
Users") who subscribe to local exchange telecommunications
services from the SBC Telcos in their operating territories;
The SBC Telcos have offered to provide billing and collection
services ("Services") to Customer for certain permitted types
of telecommunications related messages with respect to End
Users who are also served by Customer; and Customer wishes to
purchase the Services from the SBC Telco(s).
1.4 DEFINITIONS
The definitions contained in the Glossary attached as Appendix
1 to this Agreement shall apply to the entire Agreement. Any
terms or words used in this Agreement which are not
specifically defined in Appendix 1 or elsewhere in the
Agreement are understood by the parties to have their ordinary
meaning.
2.0 TERM
2.1 This Agreement shall be effective as to each SBC Teleo as of
the Effective Date set forth in Section 1.0 and shall continue
for a period of three (3) years, unless earlier terminated,
canceled, or withdrawn as described in Section 9.0.
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3.0 MODIFICATIONS
3.1 Customer acknowledges that SBC Telco has the right to modify
this Agreement and its Exhibits B through G of this Agreement,
including associated attachments, for any material order,
regulation, or statutory change that significantly impacts in
SBC Telco's opinion the provision of Billing and Collections
Services to Customer, giving thirty (30) days notice of such
change within sixty (60) days of such material order,
regulation or statutory change. Customer may terminate this
Agreement or any of the individual specific services upon
thirty (30) days notice upon being notified of such change.
(In reference to pricing modification, see paragraph 5.11.4 of
this Agreement.)
4.0 COMPLIANCE WITH LAW
The Parties shall comply with all applicable legal and regulatory
requirements. No provisions in this Agreement shall cause or be
construed to cause either Party to violate any legal or state/federal
regulatory requirement.
5.0 SCOPE OF SERVICES
Commencing on the Effective Date, the SBC Telcos agree to provide the
following Billing and Collection Services to Customer for the Carrier
Identification Code ("CIC") pursuant to the terms and conditions of
this Agreement.
5.1 ASSUMPTIONS
5.1.1 The Customer will provide messages to SBC Telco in
standard EMI format and will conform to SBC Telco's
requirements for the specific EMI record types and
valid field values utilized by SBC Telco. SBC Telco
retains the sole right to modify its standards for
EMI record types and acceptable field values for the
messages submitted to SBC Telco for billing.
5.1.2 SBC Telco requires the Customer to submit the
original number dialed by the End User, in the call
detail record unless agreed to otherwise by SBC Telco
in writing.
5.1.3 SBC Telco and the Customer will use a data
transmission communication protocol or other
transmission medium acceptable to SBC Telco, to pass
messages as well as other data files between SBC
Telco and the Customer.
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5.2 PROVISION OF BILLING AND COLLECTION SERVICES
5.2.1 SBC Telcos' Billing and Collection Services (B&C
Services) shall be provided in accordance with this
Agreement and any applicable laws, rules, regulations
and tariffs. This Agreement and its Exhibits attached
hereto and incorporated herein, complement such
tariffs to the extent that this Agreement is not in
conflict or inconsistent therewith. To the extent
there is any conflict or inconsistency between this
Agreement and its Exhibits and such tariffs, the
provisions of such tariffs shall control SBC Telco's
B&C Services in that jurisdiction, unless the
Agreement and its Exhibits are approved by the
regulatory body which governs SBC Telco's B&C
Services in that jurisdiction. In the latter event,
the Agreement and its Exhibits shall control as
authorized by any such jurisdictional regulatory
body. However, it is the intention of the parties
that this Agreement and its Exhibits, to the extent
not in conflict with the provisions of such tariffs,
are to be construed to the extent possible in harmony
with any such tariffs.
5.3 ▇▇▇▇ PROCESSING SERVICE
▇▇▇▇ Processing Service is the receipt of rated message detail
from Customer, posting of rated messages together with any
applicable taxes, interest, or late payment charges on the End
User monthly ▇▇▇▇, which is rendered to SBC Telco wireline End
Users, and receipt of payments.
5.3.1. Customer will provide to SBC Telco for ▇▇▇▇
Processing Service only its messages billed within
SBC Telco's operating area. Notwithstanding the
foregoing, nothing herein shall prohibit Customer
from providing roaming service to its subscribers,
and SBC Telco shall provide ▇▇▇▇ Processing Service
for such roaming service. Customer will submit only
messages for billing which are acceptable under
federal, state, and local laws and regulations and
SBC Telco's Operating Procedures.
5.3.2. Customer shall furnish to SBC Telco billing
information to enable SBC Telco to render a ▇▇▇▇
including the telephone number or other billing
indicator of the account to be billed by SBC Telco, a
description of the products and services being
billed. Customer will record, assemble, edit, and
rate its messages for SBC Telco, and will deliver
such messages to SBC Telco at intervals and in
accordance with SBC Telco's specifications and
Operating Procedures.
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5.3.3 Where Customer provides rated messages to SBC Telco,
said messages will be in accordance with the rates
and charges effective in the Customer's tariffs or
published price list.
5.3.4 ▇▇▇▇▇▇▇▇ which are submitted by the Customer to
provide bi-monthly, quarterly, or any other interval
of billing greater than monthly will not be allowed.
Any such billing will be considered a breach of this
Agreement and SBC Telco may elect to terminate the
Agreement pursuant to Section 9, Termination of
Services.
5.3.5 The Customer will use commercially reasonable efforts
to submit ▇▇▇▇▇▇▇▇ on a regular and consistent basis
of at least once every week and if the Customer fails
to submit ▇▇▇▇▇▇▇▇ within three (3) months from the
effective date of this Agreement, Customer will be
deemed to have breached this Agreement and SBC Telco
may elect to terminate it immediately.
5.3.6 The Customer shall notify SBC Telco of any billing
problems that impact the requirement to submit
▇▇▇▇▇▇▇▇ on a regular and consistent basis after
commencement of services. If the Customer fails to
provide such notice and fails to submit ▇▇▇▇▇▇▇▇ on a
regular and consistent basis of at least once every
week after commencement of services, Customer will be
deemed to have breached this Agreement and SBC Telco
may elect to terminate pursuant to ▇▇▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇▇▇▇ of Services. SBC Telco at its sole option
may withhold payment of any monies due the Customer,
until such time that the Customer submits ▇▇▇▇▇▇▇▇ at
least once a week and demonstrates that such ▇▇▇▇▇▇▇▇
are true and correct.
5.3.7 In accepting information to be billed on behalf of
Customer, SBC Telco will confirm both the receipt of
the billing information and the total amount of the
billing information received. SBC Telco will provide
confirmation in a format determined by the SBC Telco.
5.3.8 Amounts that are billed on behalf of and owed to
Customer shall be separately stated on the End User
customer's ▇▇▇▇, either by regular mail or
electronically.
5.3.9 SBC Telco will provide ▇▇▇▇ Processing Service for
Customer' messages subject to SBC Telco's ability to
process such messages consistent with its
specifications, and Operating Procedures. Except for
charges for roaming service, Customer will not submit
for billing, any domestic message or international
message that is more than ninety (90) days old unless
a specific SBC Telco approves in writing in advance
of such billing. Roaming charges must be submitted
within one hundred twenty (120) days.
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5.3.10. SBC Telco shall provide support services to Customer
as more particularly described on Exhibit H.
5.4 MASTER FILE MAINTENANCE
5.4.1. SBC Telco will provide Master File Maintenance
services for the Customer messages for those
Customer's End Users for which SBC Telco has ▇▇▇▇
Processing Service responsibilities. Balance due
amounts previously billed by the Customer are not to
be included as a message or other related charges to
be billed by SBC Telco. Any Customer violation of
this provision will materially affect the essence of
this Agreement and will constitute a substantial
breach of its terms. SBC Telco reserves the right to
return to the Customer any such messages prior to
billing the End User. In the event that SBC Telco
places any such messages on an End User ▇▇▇▇, SBC
Telco reserves the right to adjust the End User ▇▇▇▇
for such messages as it deems fit. Adjustments will
be recoursed to the Customer.
5.4.2 Rated Customer messages are required to provide
Master File Maintenance. The Customer will provide
rated messages to be filled by SBC Telco. The
Customer will deliver its messages to be billed by
SBC Telco to a location specified by SBC Telco. The
Customer will uniquely identify its deniable and
non-deniable service charges to enable SBC Telco to
identify and segregate such messages. It is the
responsibility of the Customer to maintain, and to
re-supply to SBC Telco if necessary, for a minimum of
ninety (90) days from the date of receipt by SBC
Telco, a back-up file of all rated messages provided
to SBC Telco. This will allow SBC Telco to
reconstruct lost records. If the Customer fails to
maintain a back-up file of messages to SBC Telco
throughout the prescribed timeframe, SBC Telco will
not be liable for any such lost records.
5.4.3. SBC Telco will create and send to the Customer a
confirmation report that contains information
regarding acceptances or rejections of the Customer
data into SBC Telco's data entry processing.
5.4.4. Rated Customer messages input to the Master File
Maintenance, which have been received by SBC Telco
and that SBC Telco cannot ▇▇▇▇ for any reason, will
be processed in accordance with SBC Telco's methods
and procedures. Based on the error encountered, any
such message may be 1) returned to the Customer
without review by SBC Telco, or 2) reviewed by SBC
Telco's Message Investigation Center (see Section
5.5). Upon completion of the review, the billable
messages will be posted.
5.4.5. SBC Telco will return unbillable messages to the
Customer. Customer messages received by SBC Telco
that exceed the age of message limits
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will be treated as unbillable messages and returned
to the Customer without investigation.
5.4.6. SBC Telco will return to the Customer messages that
are to be billed to an End User that has elected a
local service provider other than SBC Telco.
5.4.7. In the event the Customer requests data that has
previously been successfully provided by SBC Telco to
Customer, the data, if available, will be re-provided
to the Customer through the Time and Cost procedure.
5.4.8. Customer message detail determined to be lost as a
result of the Master File Maintenance processing will
be recovered, if possible, by SBC Telco. In the event
the data cannot be recovered by SBC Telco and the
Customer's obligation to re-supply the data has
expired, SBC Telco will in all instances assume that
the data lost is attributable to direct dialed long
distance service and will estimate the messages and
associated revenues as follows:
a) Unless otherwise agreed to by the Customer
and SBC Telco, Cingular's average
direct-dialed per minute rate billed its End
Users will be used to calculate the revenues
associated with the lost records. A
reduction to the calculated revenue loss,
for projected billing and collection
charges, adjustments and uncollectibles,
will be made based on the per message charge
and ▇▇▇▇ rendering charge. The number of
▇▇▇▇ rendering charges will be based on the
Customer's average number of messages per
▇▇▇▇ rendered. This estimate will be used to
adjust the Amount Due the Customer as
specified Exhibit B.
5.5 MESSAGE INVESTIGATION CENTER
5.5.1 SBC Telco will provide Message Investigation Center
(MIC) services to the Customer for the investigation
of the Customer's messages that are unbillable under
certain error codes to an End User (pre-billing
errors). In these instances, SBC Telco will utilize
its methods and procedures to determine the dollar
level at which investigation of messages will occur
and/or for the return of messages to the Customer.
SBC Telco will not be liable to the Customer for
revenue associated with messages that are unbillable.
5.5.2 SBC Telco will recover customer messages determined
to be lost, as a result of MIC services at no charge.
In the event SBC Telco cannot recover the messages,
procedures defined in Section 5.4 will be utilized
to estimate an adjustment to the Customer's Amount
Due.
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5.6 PAYMENT AND REMITTANCE PROCESSING
5.6.1 Payment and remittance processing service
consists of receiving and applying to End User
accounts sums due to Customer's products and services
billed by SBC Telcos.
5.6.2 Partial Payments on accounts may be applied by SBC
Telcos first to amounts owed for charges for which
telephone service may be disconnected for nonpayment
and SBC Telcos' own products and services.
5.7 TREATMENT AND COLLECTION SERVICE
5.7.1 Treatment and Collection service is the method of
securing payment of past due charges for Customer's
products and services. SBC Telcos provide treatment
and collection services in an attempt to control or
collect appropriate outstanding balance due amounts.
Treatment and Collection services include, but are
not limited to, preparation and mailing of account
status notices to End Users, imposition of late
payment fees where authorized and permitted by law,
and the initiation of final collection efforts. SBC
Telcos shall provide treatment and collection
services to Customer in connection with End User
accounts which SBC Telcos provides payment and
remittance processing.
5.7.2 The SBC Telco will utilize the same steps and
procedures in collecting the Customer's accounts as
it does on its own behalf. The SBC Telco will
determine and collect deposits from End Users for
which the SBC Telco provides Billing and Collection
Services according to regulatory requirements and the
SBC Telco deposit policy. The SBC Telco deposit
policy is nondiscriminatory with regard to the entity
on behalf of which the service is billed.
5.7.3 Where appropriate regulatory authority permits
denial of services and/or by Customer's contract with
the End User, Customer authorizes SBC Telco to deny
service and disconnect End Users for non-payment in
accordance with such procedures.
5.7.4 This Agreement does not obligate SBC Telco to
terminate End User services for non-payment. Upon
completion of SBC Telco collection procedures for
non-payment of any charges appearing on the End User
▇▇▇▇, SBC Telco may adjust, in its sole discretion,
such charges with recourse to Customer. In addition,
the Parties acknowledge that changes in applicable
laws or regulations may prevent SBC Telco from
terminating or threatening to terminate End User
service for non-payment of any Customer charges, and
that such actions may require changes in SBC Telco
procedures.
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5.8 INQUIRY SERVICES PROVIDED BY SBC TELCO
5.8.1 Inquiry service is an optional service and billed as
defined in Exhibit A. Inquiry services include
acceptance, referral, and/or resolution of End User
communications and claims regarding billing. The
Inquiry Services provided to Customer by SBC Telco
include, but are not limited to, the following
post-billing inquiries:
a) Dispute of billing charges
b) Explanation of billed charges
5.8.2 The SBC Telco will follow standard procedures by
which it will perform the Inquiry Services related
to End User charges for Customer's services.
5.8.2.1 The SBC Telco will provide standard
procedures for its Business Offices to
handle, resolve, and/or refer End Users
inquiries and claims to Customer.
5.8.2.2 The SBC Telco will preform standard claim
investigation functions for Customer in
order to resolve inquiries.
5.8.2.3 Following standard procedures, the SBC
Telco may determine an adjustment is
necessary/appropriate, due to a claim
related to Customer's service, at its sole
discretion, and enter the adjustment into
the billing system.
5.8.3 SBC Telco shall not be liable for any loss in the
Customer's revenues associated with Customer adjusted
charges initiated by SBC Telco under terms of this
Agreement.
5.8.4 If Inquiry services are not ordered initially and
are requested at a later date, a subsequent Start-Up
fee will be assessed as defined in Exhibit A.
5.9 PURCHASE OF ACCOUNTS RECEIVABLE (PARS)
5.9.1 In order to perform the billing and collection
function, SBC Telco will purchase the Customer's
accounts receivables represented by the Customer's
charges included in bills rendered by SBC Telco. SBC
Telco's purchase of the Customer's accounts
receivables shall be with full recourse of all
charges either uncollected for any reason or disputed
and credit/refunded back to the end-user customer
(debit uncollected
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charges back to the Customer). The parties agree
there are no third party beneficiaries to this. The
Customer and SBC Telco further agree that, under the
terms of this agreement, the purchase of the
Customer's accounts receivables is a revenue neutral
process to SBC Telco, and that the procedures defined
in Exhibit B, which are utilized for the purchase of
Customer's accounts receivables, result in a revenue
neutral process for SBC Telco. The parties agree that
Customer is obligated to forward only true, correct
and owing charges to the SBC Telco for billing and
collection, that the SBC Telco will not knowingly
▇▇▇▇ disputed or unauthorized charges, that it is a
breach of contract for Customer to forward disputed
and/or unauthorized charges to the SBC Telco for
billing and collection and that the SBC Telco may
terminate billing and collection for Customer, in
whole or in part and at any time without liability,
as a result of end user complaints lodged with the
SBC Telco, FCC, any state PUC, commission, or
regulatory agency; or any suit filed or investigation
commenced related to Customer's alleged tender of
disputed or unauthorized charges to SBC Telco or any
other local exchange carrier. The parties further
agree the SBC Telco does not financially benefit from
billing Customer's disputed and unauthorized charges
and, instead, incurs additional, significant expense
and loss of end-user good will.
5.10 TAXES - MESSAGE READY BILLING
5.10.1 APPLICATION OF TAXES TO END USERS
5.10.1.1 In performing Services, the SBC Telco will
apply and ▇▇▇▇ to End Users the applicable
federal, state or local sales, use, excise,
gross receipts or other taxes or additional
charges imposed on End Users or imposed on
Customer and collected from End Users with
respect to Customer's services billed
hereunder by the SBC Telco, excluding state
and local taxes for jurisdictions outside of
the areas in which the SBC Telcos provide
local exchange services. All such taxes and
charges are referred to in the singular as
"Tax" and in the plural as "Taxes." Customer
shall be responsible for applying and
providing all tax information for state and
local tax jurisdiction outside of the areas
in which SBC Telcos provide local exchange
services.
5.10.1.2 Customer authorizes SBC Telco to apply,
▇▇▇▇, record and collect all applicable
taxes due and payable by Customer's End
Users on the service provided by Customer
for the period of time coincidental with
this Agreement between Customer and SBC
Telco.
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5.10.1.3 In applying and billing Taxes on behalf of
Customer, SBC Telco will use the same Tax
procedures as it applies to its own similar
services. SBC Telco makes no warranties or
representations as to whether its Tax
procedures accurately reflect the
requirements of the applicable Tax laws. If
Customer elects to have SBC Telco apply its
Tax procedures, Customer shall have the sole
responsibility for verifying the correct
application of Tax laws to Customer's
services. Customer may, upon written
request, review the SBC Telco's Tax
procedures applicable to the billing of
Customer's services. Customer shall be
responsible for advising SBC Telco in
writing of any changes in the Tax laws
affecting the taxability of Customer's
services.
5.10.1.4 Customer may request in writing that SBC
Telco apply modified Tax procedures to the
billing of Customer's services if either of
the following applies:
a) The modifications reflect changes
in the Tax laws applicable to
Customer's services to be billed
under this Agreement; or
b) The modifications are pursuant to
an investigation of what Customer
believes are errors in the SBC
Telco tax procedures and, if SBC
Telco deems appropriate, the
modifications correct the alleged
error.
5.10.1.5 Provided reasonable advance notice is given
and no undue burden is imposed upon SBC
Telco in implementing such changes, SBC
Telco agrees to use reasonable efforts to
implement such modified Tax procedures on a
timely basis based upon the effective date
of service or the statutory effective date
of a Tax law change. SBC Telco shall charge
Customer for such implementation services at
the Time and Cost ("T&C") rates specified in
Exhibit A hereto. Whenever the SBC Telco
estimates that the time required for it to
implement a change in the Tax law would
preclude its implementation by the statutory
effective date, the Parties will together
apply to the taxing authority for an
appropriate extension of the effective date
of a change.
5.10.1.6 Both parties acknowledge that SBC Telco is
merely acting as Customer's agent with
respect to the calculation, billing and
collection of Taxes under this Agreement.
SBC Telco shall not be entitled to retain or
receive from Customer any statutory fee or
share of Taxes to which the person
collecting such Taxes is entitled under
applicable law.
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5.10.1.7 All communications with taxing authorities
regarding Taxes applicable to Customer
shall be the responsibility of Customer.
5.10.2 TAX EXEMPTION
5.10.2.1 The SBC Telco, in its performance of
Services, will apply the exemption status it
has determined for the End User and maintain
exemption certificate information derived
from its exemption certificates. The SBC
Telco's exemption certificate information
will be used as a basis for exempting End
Users from Taxes on Customer's services
billed hereunder by SBC Telco. The Customer
understands that SBC Telco makes no warranty
as to the validity of the End User exemption
certificates and that the Customer relies
upon SBC Telco's use of the exemption
certificate at the Customer's own risk.
5.10.2.2 The Customer may review information relating
to an End User's exemption status and
request through the Time and Cost process,
as defined in Exhibit A, that SBC Telco
reverse the exempt status for purposes of
the Customer's service if the Customer
provides SBC Telco written instructions to
make the status change.
5.10.3 FILING OF TAX RETURNS
5.10.3.1 Customer shall be solely responsible for
filing all returns for Taxes imposed on or
with respect to Customer's services billed
under this Agreement and paying or remitting
all such Taxes and other items and any
applicable interest or penalties. Upon
reasonable request, SBC Telco shall furnish
to Customer on a timely basis all
information in SBC Telco's possession that
is necessary for Customer to file its Tax
returns. Customer shall promptly notify SBC
Telco if such information is not received.
Requests for such information are subject to
T&C Charges in accordance with Exhibit A if
SBC Telco must make multiple submissions or
use customized formats for Customer.
5.10.4 TAXES IMPOSED ON SERVICES PERFORMED BY THE SBC TELCO
5.10.4.1 Customer shall be responsible for payment of
all sales, use or other taxes of a similar
nature imposed on SBC Telco's performance of
services under this Agreement, excluding any
income tax payable by the SBC Telco on its
revenues from such services. SBC Telco
agrees to use reasonable efforts to invoice
Customer for such taxes at the time SBC
Telco's invoice
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Customer for the underlying service performed;
provided, however, that this obligation shall not be
deemed to prohibit SBC Telco from invoicing for such
taxes at a later date to correct errors or omissions
from the earlier invoice. If any federal, state or
local jurisdiction notifies SBC Telco that any
additional sales, use or other taxes (including
interest, penalties and surcharges thereon) are due
as a result of SBC Telco's performance under this
Agreement, Customer shall promptly reimburse SBC
Telco for such tax, interest, penalty and surcharge
upon notice thereof; provided, however, that Customer
shall not be required to reimburse SBC Telco for any
interest, penalties or surcharges which are omission
due solely as a result of a negligent act or omission
of SBC Telco.
5.10.5 TAX INDEMNIFICATION
5.10.5.1 Customer agrees to defend, indemnify and
hold the SBC Telco harmless from and against
any liability or loss, as to services billed
hereunder by the SBC Telco to Customer's End
Users, resulting from any Taxes, penalty,
interest, additions to Tax, Surcharges or
other charges or expenses payable or
incurred by the SBC Telco as a result of:
a) The provision by the SBC Telco of
services covered by this Agreement,
as provided in Section 5.10.4;
b) The delay or failure of Customer
(to the extent not attributable to
any negligent act or omission of
the SBC Telco) to pay any Tax or
such other item or file any return
or other information as required by
law, tariff or this Agreement;
c) SBC Telco's compliance with any of
its obligations under this
Agreement, or with any
determination or direction by or
advice of Customer, or using
information provided by Customer in
performing any Tax-related service
hereunder; or
d) A determination by the IRS, or any
other taxing authority, whether in
response to a ruling request or in
the course of an audit of either
Party, that the SBC Telco is
responsible for collecting and
remitting federal, state or local
taxes and filing the applicable tax
returns.
5.10.5.2 Consistent with the indemnity provided
above, Customer shall, at its option and
expense (including, if required by a taxing
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
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effective September 1, 2003
EXHIBIT 10.62
authority, payment of any such Tax, penalty,
interest, addition to Tax, Surcharge, or
other charges, prior to final resolution of
the issue), have the right to seek
administrative relief, a ruling, judicial
review (original or appellate level) or
other appropriate review (in a manner deemed
appropriate by Customer), as to the
applicability of any Tax, penalty, interest,
addition to Tax, Surcharge, or other charges
or to protest any assessment and direct any
legal challenge to such assessment, but
shall be liable hereunder for any such
amount ultimately determined to be due.
5.10.5.3 SBC Telco shall promptly notify Customer of
any proposed assessment of any additional
Taxes, penalty, addition to Tax, Surcharge
or interest due by SBC Telco in sufficient
time to enable Customer the opportunity to
seek administrative relief, a ruling,
judicial review (original or appellate) or
other appropriate review as to the
applicability of such other Taxes or
additional charges prior to any assessment
of additional Taxes. Customer shall assume,
at its expense, the sole defense of such
Claim through counsel selected by SBC Telco.
SBC Telco shall, when requested by Customer
and at Customer's expense, cooperate or
participate with Customer in any such
proceeding, protest or legal challenge. SBC
Telco may at its option and expense be
represented by separate counsel. Customer
shall pay the full amount of any judgment,
award or settlement with respect to the
Claim and all other expenses related to the
resolution of the Claim. If Customer
unjustifiably refuses to defend a Claim or
fails to promptly assume the defense after
its tender, SBC Telco may retain counsel of
its choosing, and Customer shall reimburse
SBC Telco for all costs of the defense as
well as the amounts specified in the
preceding sentence.
5.11 RATES AND CHARGES FOR SERVICES ORDERED
5.11.1 Rates and charges applicable to the Billing and
Collection Services covered by this Agreement are
attached hereto as Exhibit A. It is understood that
applicable tariffs take precedence over any and all
rates and charges contained therein.
5.11.2 For services provided each month during the term of
this Agreement, Customer agrees to pay the SBC Telco,
price schedule of rates, as set forth on Exhibit A.
Monthly charges for service shall be on the basis of
usage multiplied by the appropriate price set forth
in Exhibit A, subject to satisfaction of the monthly
minimum amount.
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effective September 1, 2003
EXHIBIT 10.62
5.11.3 For the purposes of billing the Customer for SBC Telco services
provided under this Agreement, the determination of rates and charges
and procedures for intrastate messages originating and terminating in
one state and billed to an End-User in another state (billing state),
will be based on the rates, charges and procedures of the billing state
and subject to that jurisdiction's regulations.
5.11.4 SBC Telco may modify rates to this Agreement to simplify the SBC
Telcos' rates or due to changes in the billing and collection
regulatory environment or changes in the SBC Telcos' costs in providing
Billing and Collection Services only once per year during the Term of
Agreement. Such rate increases shall not exceed more than 10% of the
current rate. The Parties must mutually agree to the rate increase,
however, if Customer is unwilling to agree, this Agreement will
terminate thirty (30) days after the rate increase becomes effective.
The limitations in this paragraph shall not apply to increases solely
and directly due to postal increases or rate changes to tariffed rates.
5.11.5 When ▇▇▇▇ rendering services are ordered, the Customer will make an
upfront initial "start-up" payment as indicated on Exhibit A. Such
payment will be included with the Customer's submission of this signed
Agreement to SBC Telco. A separate start-up charge is associated with
Invoice Billing as indicated on Exhibit A. Notwithstanding the above,
Customers who are renewing existing ▇▇▇▇ rendering services are not
subject to additional initial start-up payments.
5.11.6 The Customer purchasing ▇▇▇▇ rendering services will make a guaranteed
minimum purchase of services from SBC Telco under this Agreement, as
specified in Exhibit A.
5.11.7 SWBT, AMERITECH, SNET ONLY - Calculation of the monthly minimum
purchase of services will be based on the Customer's monthly billed
volumes. A comparison will be made of actual amount billed to the
Customer and the monthly minimum purchase of services. The Customer
will pay no less than the applicable monthly minimum purchase of
services for that month. Minimums will be tracked on a monthly basis.
5.11.8 PACIFIC ▇▇▇▇ AND NEVADA ▇▇▇▇ ONLY - Calculation of the annual
(consecutive 12 months) minimum purchase of services shall be based on
the Customer's annual billed volumes. A comparison will be made of
actual amount billed to the Customer and the minimum annual purchase of
services. This comparison will be made ninety (90) days after
completion of each year of the contract. The Customer will pay no less
than the applicable yearly minimum purchase of services for that year.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
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effective September 1, 2003
EXHIBIT 10.62
a) Minimums will be tracked on a
monthly basis requiring one-twelfth
(1/12) of the annual minimum to be
satisfied each month. Any year to
date monthly minimum short fall
will be calculated in the
Customer's reserve requirement as
defined in Exhibit B of this
Agreement.
5.12 (OMITTED INTENTIONALLY)
6.0 CUSTOMER OBLIGATIONS
6.1. SUBMISSION OF CHARGES
Messages that may be processed for billing under this
Agreement include only the Message types identified
as permitted in this Section. SBC Telco may at any
time, in its sole discretion, modify this Section to
add or delete Message types that it is willing to
▇▇▇▇ for Customer under this Agreement. Additionally,
SBC Telco may reject, in its sole discretion, any
Message types for billing regardless of whether they
appear in this Section. Customer shall not submit any
Message types for billing under this Agreement which
are not permitted under this Section or which are of
a type that SBC Telco has otherwise indicated it will
not accept for billing.
6.1.1 ALLOWABLE MESSAGES/CHARGES (AMERITECH,
SWBT, PACIFIC, NEVADA ONLY)
a) Customer Billing which may be
processed under the terms of this
Agreement:
1. Customer charges for wireless
services; and
2. Customer other charges to its
subscribers provided Customer
has complied with all applicable
laws and regulations regarding
the billing of such charges.
b) SWBT ONLY: With respect to
Pay-Per-Call Services, a
Pay-Per-Call Service Billing Charge
will apply to Customer's 900
Pay-Per-Call Services submitted to
SWBT for inclusion on the End
User's ▇▇▇▇. An Expanded Message
Billing Charge (defined in
paragraph 6.1.1.d.) will also
apply.
c) SWBT ONLY: An Expanded Message
Billing Charge, per message billed,
will apply to the Customer's
▇▇▇▇▇▇▇▇ submitted to SWBT for
inclusion on the End Users' bills:
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
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effective September 1, 2003
EXHIBIT 10.62
i) Billing of voice mail services that
are required to be submitted in EMI
Record Types 010117, 010217,
810117, and 810217.
ii) Billing of enhanced services, as
defined in SWBT's methods and
procedures that are required to be
submitted in EMI Record Types
010118, 010218, 810118, and 810218.
iii) ▇▇▇▇▇▇▇▇ using EMI Record Types
42XXXX that may be utilized for the
billing of non-transmission
services only as authorized in
writing by SWBT.
iv) Other EMI Record Types requested by
Customer and agreed to by the
Customer and agreed to by SWBT in
writing.
v) ▇▇▇▇▇▇▇▇ of Pay-Per-Call Services
(Information Services) that are
required to be submitted in EMI
Record Type 010116.
d) PACIFIC ▇▇▇▇/NEVADA ▇▇▇▇ ONLY: Pacific
▇▇▇▇/Nevada ▇▇▇▇ (PB/NB) agrees to ▇▇▇▇
Information Services Calls which are defined
as recorded programs, interactive
information programs, or programs advertised
as being an information or entertainment
service for which the caller pays a charge
of any type for making the call. Subject to
the following:
i) All information Service Calls must
be sent in the 01-01-16 record
layout that will be used
exclusively for Information Service
Call transactions. Other xx-xx-16
record types approved by Telcordia
and agreed to for processing by
PB/NB, may also be utilized.
ii) The billing record must contain
the following information:
- the number the end user
actually dialed
- the name of the service or a
brief description, using a 12
character category as defined/
approved by PB/NB
iii) The record must carry an indicator
to identify the transaction as
regulated or non-regulated.
iv) All Information Service Calls will
appear in an Information Services
section on the End User ▇▇▇▇.
v) PB ONLY: The Customer will not send
charges for any transactions
containing harmful matter as
defined in the California Penal
Code 313.
vi) The Customer will not send
Information Calls that do not
adhere to FCC and CPUC/NPUC
regulations or State and Federal
laws.
vii) The Customer will establish
procedures for promptly resolving
all End User inquires.
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effective September 1, 2003
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viii) The Customer will provide the End
User, upon request, with a specific
Information Provider's name,
address, and/or telephone number.
ix) If the Customer sustains any or all
of an Information Service Call
charge and the End User appeals to
PB/NB to resolve the dispute, PB/NB
will issue an adjustment to the End
User for the full amount and
recourse the amount of the
adjustment with an associated
processing charge to the Customer.
x) The Customer is responsible for
blocking End Users from their
information Services at the End
User's or PB's/NB's request.
xi) Consistent with PB's/NB's tariffs,
PB/NB will not deny basic telephone
service solely for the End User's
failure to pay for Information
Service Calls.
xii) In the event a Customer fails to
comply with any provision of this
policy, PB/NB will give the
Customer written notice for the
breach.
xiii) The Customer acknowledges that
PB/NB will include a consumer
rights notification when the
Customer's Pay-Per-Call services
are submitted to PB/NB for billing,
using PB's/NB's standardized
wording.
f) Customer will submit the verbiage of all
text phrases associated with Miscellaneous
Charges/Enhanced Services and all Marketing
Messages to SBC Telco for review and must
receive written confirmation by SBC Telco
prior to submitting such messages for ▇▇▇▇
processing. Detailed procedures regarding
the review process can be found in the
Billing and Collection Services Product
Binder. Such reviews are required for both
Message Ready and Invoice Ready Customers.
6.1.2 UNALLOWABLE MESSAGES/CHARGES
The Customer will not submit ▇▇▇▇▇▇▇▇ under the terms
of this Agreement for the following (SBC Telco
reserves the right at its discretion, on thirty (30)
days written notice, to include additional ▇▇▇▇▇▇▇▇
under this list):
a) All ▇▇▇▇▇▇▇▇ containing charges which in
whole or part relate, or reasonably give the
appearance of relating to goods or services
provided outside the message or references
to telephone numbers, unless Customer has
complied with all applicable laws and
regulations regarding the billing of such
messages and has obtained End User approval
to ▇▇▇▇ for such messages.
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BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
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b) Charges which have been previously
billed to the End User by the Customer.
c) Charges for collect calls associated
with Pay-Per-Cal (Information Services)
▇▇▇▇▇▇▇▇, including the transport of
such calls.
d) Charges for information regarding
credit cards, credit repair or
monitoring, or any information related
to an End User's commercial credit
record.
e) Charges for information regarding
sweeptstakes and/or giveaways.
f) Charges for services that Customer has
any reason to believe that such
charges may result in End User
complaints to SBC Telco.
g) Charges for services billed to any
geographically restricted SBC Telco
calling card, where the call does not
meet the applicable geographic
restriction.
h) Charges for 800 Services to an
originating End User (caller as opposed
to called Party).
i) Charges for information provided
outside the message.
j) Charges for services billed to a SBC
Telco WATS End User account.
k) Charges for services billed to End
Users who subscribe to local access
services through a Local Service
Provider other than SBC Telco. SBC
Telco will provide the Customer with
the account owners OCN with return code
50, where available.
l) Monthly Fees or fees other than a
per-call fee for access to any service
in which the Customer provides or
purports to provide audit information
or audio entertainment produced or
packaged by the Customer, whether such
access is provided directly or through
a voice mail box service or other
means, unless agreed to in writing by
SBC Telco.
m) Charges or fees for products or
services offered on the Internet, such
as, but not limited to, e-charges or
e-commerce services.
n) Charges for services billed to End
Users who specifically request not to
be billed for Customer services on the
SBC Telco ▇▇▇▇.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Customer agrees it will not forward such
billing to SBC Telco after notification from
the End User.
o) Charges for calling card calls placed
outside of the effective dates of the SBC
Telco End User account. SBC Telco will
dictate acceptable dates, if any, before and
after the effective date.
p) Charges which consist of combined individual
call records and/or other charges to produce
bulk billed services;
q) Charges for service billed to a ▇▇▇▇
restricted End User account.
r) Charges for pre-paid calling cards, calling
cards or debit cards or any fee associated
with pre-paid calling cards, calling cards
or debit cards. MTS usage charges associated
with calling cards or debit cards are
permissible as defined in 6.1.1.
s) Charges for services which are publicly
accessible, multi-party connections,
commonly known as "GAB" or "chat" services.
SNET ONLY - Billing of 1+ pre-subscribed end user
messages is not allowed.
6.1.2.1 IMAGE POLICY
The Customer agrees, as a condition of SBC
Telco's performance under this Agreement,
that SBC Telco will not provide Billing and
Collection Services which SBC Telco deems
harmful to its image. The Customer will not
submit ▇▇▇▇▇▇▇▇, or continue to submit
▇▇▇▇▇▇▇▇, to be processed by SBC Telco under
this Agreement where such ▇▇▇▇▇▇▇▇ are for
or associated with, but not limited to the
following:
a) Services which explicitly or
implicitly advocate child
pornography,
b) Services which advocate bigotry,
racism, sexism or other forms of
discrimination,
c) Services which, through
advertising, content or delivery,
are deceptive, or that may take
unfair advantage of minors or the
general public,
d) Charges which do not comply with
federal and/or state laws,
regulations or rules,
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BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
e) Services or charges, that in the sole
opinion of SBC Telco, result in
excessive End-User complaints about
being billed for services or goods
the End-User claims they did not
order or receive.
6.1.3 TRUE AND CORRECT MESSAGES/CHARGES
6.1.3.1 For the purposes of this Agreement,
"Unauthorized Messages" are those Messages
which: 1) Are not listed under Section
6.1.1) Result from "slamming," i.e.,
improperly switching the End User; 3)
Result from "cramming," i.e., the
submission of unauthorized, deceptive or
ambiguous charges for inclusion on the End
User ▇▇▇▇; or 4) Involve deceptive or
fraudulent billing activities.
6.1.3.2 As used in this Section, the term
"Unauthorized" means the Messages were
either not authorized by the End User or
are not authorized by SBC Telcos' for
billing under this Agreement.
6.1.3.3 Customer warrants and represents that:
a) Customer will submit only true and
correct ▇▇▇▇▇▇▇▇ for charges properly
authorized by End users.
b) The Customer offering the product or
service has thoroughly informed the
End-User of the product or service
being offered, including all associated
charges, and has explicitly informed the
End-User that the associated charges
for the product or service will appear
on the End-User's local telephone ▇▇▇▇.
c) The End-User has clearly and explicitly
consented to obtain the product or
service offered and to have the
associated charges appear on the End-
User's local telephone ▇▇▇▇ and, if
applicable, the consent has been
verified according to state or federal
laws or regulatory requirements.
d) Customer will not use a check, draft, or
other negotiable instrument or employ
a box or container used to collect
entries for sweepstakes, contests, or
drawings to change or add to the End
User's account any supplemental
telecommunications services such as
but not limited to: property or services
for which any charge or assessment
appears on a billing statement
directed to a consumer by a local
exchange carrier or telecommunications
carrier,
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effective September 1, 2003
EXHIBIT 10.62
including but not limited to personal
800 number services, calling card
plans, internet advertisement and
website services, voice mail services,
internet access services and service
maintenance plans.
6.1.3.4 The Customer agrees that the Customer will
obtain the End User's consent, or
authorization, according to all applicable
state or federal laws or regulatory
requirements, including those governing
verification of and retention of records of
such consent or authorization.
6.1.3.5 The Customer offering a product or service
to be submitted to SBC Telco for billing to
an End-User may not use any fraudulent,
unfair, misleading, deceptive, or
anti-competitive marketing practice to
obtain that End-User, including the use of
negative option marketing, illegal
sweepstakes, and contest.
6.1.3.6 If a Customer is notified by SBC Telco that
an End-User has reported to SBC Telco that a
charge made by the Customer is unauthorized,
the Customer shall immediately cease to
submit billing for the product or service to
SBC Telco for that End-User.
6.1.3.7 Customer agrees that SBC Telco may remove,
at its sole discretion, any charge from the
telephone ▇▇▇▇ that any End-User claims was
unauthorized, and SBC Telco may issue a
credit to the End-User, at its sole
discretion, for any such claimed
unauthorized charge with recourse to the
Customer.
6.1.3.8 It is the responsibility of the Customer to
ensure that all charges submitted by the
Customer comply with the above obligations.
If the Customer has forwarded ▇▇▇▇▇▇▇▇ that
do not comply with the above obligations,
SBC Telco may decline to process and may
return any such ▇▇▇▇▇▇▇▇, or SBC Telco may
delay the processing of Customer's ▇▇▇▇▇▇▇▇
to allow the Customer the time necessary to
establish methods, procedures, programming
or other steps necessary to ensure that
Customer's ▇▇▇▇▇▇▇▇ comply with the above
obligations.
6.1.3.9 Customer acknowledges and agrees that the
Customer's failure to comply with the
obligations above shall constitute a
substantial and material breach of this
Agreement and SBC Telco shall have the right
to terminate the Agreement immediately
pursuant to Section 9 for such breach.
6.1.3.10 Customer, and their employees, sales agents
or representatives do not and will not
engage in any deceptive or fraudulent
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effective September 1, 2003
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practice in marketing the services for which
Customer is submitting billing to SBC Telco.
6.1.3.11 It is the continuing responsibility of the
Customer to ensure that its services to be
billed by SBC Telco comply with the
foregoing standards set forth above and all
statutory, legal and regulatory
requirements. Customer will render all
necessary assistance to SBC Telco to enable
SBC Telco to perform a review of the
Customer's messages, as SBC Telco shall
determine is required, in order
to help identify objectionable or improperly
formatted messages on a timely basis.
Nothing herein is intended to allow the
Customer to wait for notification for SBC
Telco before complying with SBC Telco's
billing standards. Prior to sending messages
to SBC Telco for billing services, the
Customer is to take reasonable steps to
screen, from the Customer's message billing
files, all billing to be sent to SBC Telco
in order to comply with said standards.
6.1.3.12 Notwithstanding anything to the contrary
elsewhere in this Agreement, upon receipt of
a facially valid subpoena or other valid
process order, SBC Telco may disclose to
federal, state, and local public and law
enforcement agencies and to other local
exchange carriers any information it may
have concerning Unauthorized Messages
involving Customer. The provision of such
information will not subject SBC Telco to
any liability of claim by either the
Customer or anyone claiming to be a third
party beneficiary of this Agreement. The
parties agree there are no and will be no
third party beneficiaries of and/or to this
Agreement and, to the fullest extent
permitted by law, Customer authorizes SBC
Telco to release such information. SBC Telco
shall have no obligation to give Customer
notice of such disclosures.
6.1.4 THRESHOLD STANDARDS
6.1.4.1. The Customer acknowledges that SBC Telco has
established performance thresholds to
monitor and evaluate the Customer's billing.
SBC Telco's complaint and/or adjustment
thresholds are set forth in Exhibit D. The
Customer agrees that SBC Telco shall have
the right to modify the standards in Exhibit
D upon sixty (60) days advance written
notice to the Customer and without
Customer's consent. Customers who exceed the
pre-determined thresholds, as defined by SBC
Telco, are subject to termination under
Section 9 of this Agreement.
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6.2 INQUIRY SERVICES PROVIDED BY CUSTOMER
6.2.1 Inquiry services include acceptance of End User
communications, claims, and inquiries
regarding/questions billing.
6.2.2 Customer in its performance of Inquiry shall comply
with all laws, rules, and regulations. Customer shall
respond to End User inquiries in accordance with
Customer's procedures. Customer shall not threaten
End Users with actions that are not authorized by
law.
6.2.3 SBC Telco will refer all Customer's End Users to the
Customer. The Customer will provide a toll free
Inquiry number and, if applicable, and address for
the End User and SBC Telco to utilize in contacting
the Customer. This toll free number will appear on
the Customer's page of the SBC Telco ▇▇▇▇. The
Customer's toll free Inquiry number must be
adequately staffed to ensure that the Customer is
accessible to End User and SBC Telco during normal
business hours. The Customer will be charged a manual
adjustment charge for each adjustment issued by SBC
Telco as defined in Exhibit A.
6.2.4 If SBC Telco is contacted by the End User regarding
Customer's charges, SBC Telco may at its sole
discretion, immediately remove disputed charges for
an End User and recourse said charges back to the
Customer. If SBC Telco generates an End User
requested adjustment, SBC Telco shall advise the End
User that: 1) the disputed amount will be removed
from the SBC Telco ▇▇▇▇; and (2 Customer may
independently pursue collection activities. The
Customer will be charged a manual adjustment charge
for each adjustment issued by SBC Telco as defined in
Exhibit A.
6.2.5 All such adjustments will be reflected on SBC Telco's
adjustment report issued to the Customer.
6.2.6 Customer shall provide full or partial adjustments of
billed charges as necessary to satisfy the End User.
Customer shall submit End User adjustments to SBC
Telco within five (5) business days after agreeing to
adjust charges for the End User.
6.3 CERTIFICATION
Customer warrants and represents that it has obtained and will
keep current all necessary jurisdictional certificates and
certifications required to conduct the business for which it
will submit charges for billing under this Agreement. Upon
request, Customer will provide satisfactory evidence of all
such certifications. SBC Telco shall have not obligation to
process any Customer billing that is forwarded on behalf of a
Client which has not obtained proper
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certification or whose certification is revoked or suspended.
Failure to obtain or retain proper certification or to furnish
satisfactory proof thereof shall constitute a material default
under this Agreement for which SBC Telco may terminate this
Agreement under Section 9. For the purposes of this Section,
"certification" includes any registration of similar filing
or approval required by any regulatory agency having
jurisdiction over Customer or any of its Clients.
6.4 ADVERTISING/PUBLICITY
6.4.1 Neither Customer nor its Clients shall publish or use
the name, service ▇▇▇▇ or trademark of the SBC Telcos
or any SBC Telco Affiliates in any advertising,
telemarketing, direct mail or other promotions or any
other publicity material relating to the Services
provided under this Agreement or any products or
services of Customer or its Clients billed under this
Agreement without the prior written authorization of
SBC Telco.
6.4.2 Neither Customer nor its Clients, nor their employees,
contractors or agents, shall make any misrepresentations
concerning their affiliation with the SBC Telcos or any
SBC Telco Affiliates, or imply that products or services
of Customer or its Clients are associated with or
endorsed by the SBC Telcos or SBC Telco Affiliates.
6.4.3 In the event of any violations of this Section, SBC
Telco may give notice of immediate Termination under
Section 9. In addition, Customer shall reimburse SBC
Telco for any out of pocket expenses incurred by SBC
Telco in investigating such violation, as well as for
any lost profits or costs associated with the loss or
restoral of End User accounts.
6.4.4 Customer agrees that a continued violation of this
Section would cause the SBC Telcos or their Affiliates
irreparable injury for which they would have no
adequate remedy at law, and that the SBC Telcos or
their Affiliates shall be entitled to seek immediate
injunctive relief prohibiting such violation, in
addition to any other rights and remedies available
to them. Customer waives any right to require that the
SBC Telcos or their affiliates post a bond to make
such injunctive relief enforceable.
6.4.5 Customer shall include, and SBC Telcos and their
Affiliates shall be made third party beneficiaries of,
similar rights and obligations to those set forth in
this Section in Customer's agreements with its Clients.
6.5 (OMITTED INTENTIONALLY)
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7.0 DISPUTES AND CLAIMS
7.1 DISPUTE/CLAIM RESOLUTIONS
7.1.1 In the event of disputes/claims that may
arise under this Agreement or the Tariff(s),
the Parties shall discuss and negotiate the
issues surrounding the dispute/claim between
the Parties' authorized representatives,
with informal escalation within the Parties'
organizations as necessary to pursue and
achieve resolution as expeditiously as
possible.
7.1.2 Any suit arising out of or relating
directly or indirectly to this Agreement,
whether of validity, interpretation,
performance or otherwise, will be governed
by and construed in accordance with the laws
of the State of Texas applicable to
agreements made and to be performed in Texas
without regard to Texas' choice of law
rules. All actions and proceedings arising
out of or relating directly or indirectly to
this Agreement and General Release will be
filed and litigated exclusively in the State
District Court for Dallas, Texas. Customer
expressly consents to the jurisdiction of
that court, agree that venue is proper in
that court, and expressly waives any
objection to the jurisdiction and/or venue
of that court. Customer states,
acknowledges, and recognizes that the
majority of its contacts with SBC Telco are
in Dallas and that jurisdiction and venue
are proper in Dallas, Texas.
7.2 LIMITATION PERIOD
No Claim under this Agreement may be made or
brought by any Party more than two (2) years after
the date of the event that gave rise to the Claim.
8.0 LIMITATION OF LIABILITY
8.1 SBC Telco's aggregate liability to customer for all
direct damages, including without limitation contract
damage and damages for injuries to persons or
property, whether rising from a breach of this
Agreement, breach of warranty, negligence, strict
liability, or any other tort with respect to the
services, is limited to the amount of direct damage
actually incurred. Customer releases SBC Telco and
its parents, subsidiaries, affiliates, officers,
directors, employees, agents, and representatives
from any liability in excess of this amount. For the
purposes of this agreement, Customer's "Direct
Damages" with respect to any messages submitted for
billing include only its out of pocket expenses, and
do not include any lost profits.
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8.2 In no event shall SBC Telcos be liable to Customer
for any incidental, consequential, or special
damages, including without limitation lost revenues,
profits or savings, even if they have been advised of
the possibility of such damages. Customer waives any
claim against the SBC Telcos for punitive or
exemplary damages.
8.3 With respect to indemnified third party claims,
neither party shall have any liability to the other
for any incidental, consequential, or special
damages, including without limitation lost revenues,
profits or savings, even if such party has been
advised of the possibility of such damages, if the
party seeking indemnification could have avoided
incurring such damages by including limitation
language in that party's contract with such third
party.
8.4 The right to recover damages, if any, within the
limitations specified in this section is Customer's
exclusive remedy, without in any way limiting the
application of this section.
9.0 TERMINATION OF SERVICE
9.1 Either Party shall have the right to terminate this
Agreement:
a) at any time, with or without cause, upon
one hundred twenty (120) days prior written
notice to the other party; or
b) immediately, upon written notice to the
other Party, if continued performance would
cause a Party to be in violation of (i) any
order of any court or regulatory agency
having jurisdiction of such Party, or (ii)
any law, statute, ordinance or regulation to
which the Party is subject, or
9.2 SBC Telco shall have the right to terminate this
Agreement:
a) Upon thirty (30) days prior written notice
in the event of a default by Customer in any
payment obligation, if such default is not
cured within such thirty (30) day period;
b) Upon thirty (30) days prior written notice,
if Customer fails to comply with the
requirements of Sections 6.1 and/or 6.4 and
such failure is not corrected within such
thirty (30) day period.
9.3 Customer shall have the right to terminate this
Agreement:
a) If a Force Majeure Condition occurs and
results in a delay or failure in performance
of a material obligation of an SBC Telco
under this Agreement for more than sixty
(60) days, or
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b) In the event of a modification of this
Agreement or SBC Telco procedures under
Section 3, Modifications, which has a
material adverse impact upon Customer's
current operations, provided that notice of
termination is given and made effective at
anytime within thirty (30) days after
Customer's receipt of notice of such
modification.
9.4 Upon termination of this Agreement by either Party
under Section 9.1, the Parties shall be responsible
for paying any and all outstanding amounts due to the
other Party. With respect to Customer, these amounts
may include, but are not limited to, Customer
unbillables, post-billing adjustments, uncollectibles
moneys, and charges for Services that occur for a
period of twelve (12) months after the termination of
this Agreement as provided in Exhibit B. With respect
to SBC Telco, these amounts may include, but are not
limited to, all outstanding net amounts due for PAR.
10.0 INDEMNIFICATION
10.1 Except as otherwise provided in this Agreement,
without regard to whether services are provided under
Tariff or contract, Each Party (the "Indemnifying
Party") will indemnify and hold harmless the Other
Party ("Indemnified Party") from and against any
loss, cost, claim, liability, damage or expense
(including reasonable attorney's fees) to Third
Parties, relating to or arising out of negligence,
misconduct, or breach of this Agreement by the
Indemnified Party, its employees, agents, or
contractors, and associated with this Agreement. In
addition, the Indemnifying Party will defend any
action or suit brought by a Third Party against the
Indemnified Party for any loss, cost, claim,
liability, damage or expense relating to or arising
out of the negligence, misconduct, or breach of this
Agreement by the Indemnified Party, its employees,
agents, or contracts, under this Agreement. In
addition, the Customer agrees to indemnify, defend,
and hold SBC Telco harmless from any and all loss,
cost, claim, liability, damage, or expense (including
reasonable attorney's fees) arising from the accuracy
of the billing charges submitted by the Customer to
SBC Telco, regardless of whether such charges are due
and owing.
10.2 The Indemnified Party will notify the Indemnifying
Party promptly in writing of any written claims,
lawsuits, or demand by Third Parties for which the
Indemnified Party alleges that the Indemnifying Party
is responsible under this section and tender the
defense of such claim, lawsuit or demand to the
Indemnifying Party. The Indemnified Party also will
cooperate in every reasonable manner with the defense
or settlement of such claim, demand or lawsuit. The
Indemnifying Party will not be liable under this
subparagraph for settlements by the Indemnified Party
of any claim, demand or lawsuit unless the
Indemnifying Party has approved the settlement in
advance or unless the defense of the claim, demand or
lawsuit has been tendered to the Indemnifying Party
in writing and the Indemnifying Party has failed
promptly to undertake the defense.
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10.3 Notwithstanding any other provision of this Section
10, the parties acknowledge that SBC Telco has no
knowledge of the validity of message payment
obligations (billing charges) sent to SBC Telco for
billing and collections under this Agreement, and
that SBC Telco therefore strictly relies upon the
Customer to forward only correct billing charges that
can be, if necessary, substantiated in a court of
law.
10.4 Upon request, the Customer will provide to SBC Telco
all evidence needed to sustain billing charges
challenged by an End User, and SBC Telco may adjust
said charges with recourse if the Customer does not
provide all evidence needed to substantiate billing
charges which are challenged by an End User. SBC may
adjust any billing charges challenged by an End User
if in SBC Telco's sole opinion, the circumstances
involved in the dispute, should be handled between
the Customer and the End User. The Customer
certifies, when forwarding billing charges to SBC
Telco, that said charges are true and correct, and
accurately reflect proper charges legally owed by the
billed Party (End User). This Customer certification
of validity shall apply to all billing charges
forwarded to SBC Telco under this Agreement by the
Customer from whatever source. Should SBC Telco incur
liability for billing and collection of any billing
charges forwarded by the Customer, the Customer will
defend, indemnify, and hold harmless SBC Telco for
any loss, cost, claim, damage or expense (including
reasonable attorney's fees) arising from such billing
and collection.
10.5 The Customer shall indemnify SBC Telco for any claim,
loss, damage, expense (including reasonable
attorney's fees) or liability arising in whole or in
part from Customer's infringement of any patent,
trademark, copyright, trade secret or other
proprietary interest associated with Services
provided by this Agreement.
10.6 Each Party shall defend or settle, at its own
expense, any action or suit against the other for
which it is responsible under this clause. Each Party
shall notify the other promptly of any claim of
infringement for which the other is responsible, and
shall cooperate with the other in every reasonable
way to facilitate the defense of any such claim.
11.0 PROPRIETARY INFORMATION
Attached to this Agreement, as Exhibit F, is the Parties'
understanding with respect to Proprietary Information.
12.0 FORCE MAJEURE
Neither Party shall be liable or deemed to be in default
under this Agreement for any delay or failure to perform
resulting from (i) accidents, fire, labor disputes, epidemics,
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war, terrorist act, riots, insurrections, power blackouts,
acts of nature or other causes beyond its reasonable control
and without its fault or negligence, (ii) acts or omissions of
the other Party or of a third party (other than the
non-performing Party's own agents or contractors), or (iii)
compliance with any law, regulation, ruling, order or
requirement of any federal, state or municipal government or
department or agency or court of competent jurisdiction (a
"Force Majeure Condition"). Any delay resulting there from
shall extend performance accordingly or excuse performance, in
whole or in part, as may be reasonable. Customer may terminate
for a Force Majeure Condition which continues for more than
sixty (60) days as provided in ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇ of
Service.
13.0 AMENDMENTS AND WAIVERS
This Agreement (or any part thereof, including Exhibits or
documents referred to herein) may be modified or additional
provisions may be added by written agreement signed by or on
behalf of Customer, and each affected SBC Telco, unless
otherwise provided herein. No amendment or waiver of any
provision of this Agreement and no consent to any default
under this Agreement shall be effective unless the same shall
be in writing and signed by the Party against whom such
amendment, waiver or consent is claimed. In addition, no
course of dealing or failure of any Party to strictly enforce
any term, right or condition of this Agreement shall be
construed as a waiver or such term, right or condition.
14.0 ASSIGNMENT
14.1 Neither Party shall assign any right or obligation
under this Agreement without the other Party's prior
written consent. Any attempted assignment shall be
void.
14.2 Notwithstanding Section 14.1, Customer may assign
money due or to become due to it from SBC Telco for
the purchase of PAR, provided (i) Customer gives SBC
Telco at least thirty (30) days prior written notice
of such assignment, (ii) such assignment shall not
impose upon SBC Telco obligations to the assignee
other than the payment of such moneys and (iii) such
assignment shall not result in the filing or claim of
a security interest in any PAR offered to SBC Telco
for purchase under this Agreement.
14.3 Notwithstanding Section 14.1, either Party may assign
this Agreement, in whole or in part, to:
a) A parent corporation;
b) Any company into which a Party may merge or
consolidate or which acquires substantially
all of its assets or stock; or
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c) A wholly owned Affiliate of the parent
corporation which is of a financial standing
equal to or greater than that of the
assignor.
Any assignment under this Section shall not require
the consent of the other Party, but the assigning
Party shall provide written notice to the other Party
within thirty (30) days of such assignment. An
assignment under this Section shall not increase the
scope of the Services which SBC Telco is obligated to
provide by more than ten percent (10%). If the
company into which Customer merges or consolidates or
which merges and consolidates with Customer also has
a billing and collection agreement with SBC Telco,
then the more recent of the billing and collection
agreements between the Parties will survive such
merger or consolidation and govern the billing and
collection services provided thereafter by SBC Telco
to the surviving company.
14.4 Without limiting the generality of the forgoing, this
Agreement shall be binding upon and shall inure to
the benefit of the Parties' respective successors and
assigns.
15.0 NOTICES AND DEMANDS
Except as otherwise provided under this Agreement, all notices
and demands that may be given by a Party to the other Party
under this Agreement shall be in writing and shall be deemed
to have been duly given 1) on the date delivered in person or
2) on the date of the return receipt for those sent postage
prepaid, in the United States mail via Certified Mail, return
receipt requested; or, 3) on the date transmitted
electronically provided that the receiving machine delivers
confirmation to the sender and receipt is verified through a
phone call; or, 4) on the date transmitted via electronic
mail. If electronic mail delivery is selected as the method of
giving notice under this section, the electronic mail record
of receipt is binding as appropriate notification. If personal
delivery is selected as the method of giving notice under this
section, a receipt of such delivery shall be obtained. Mailing
addresses for notices shall be as indicated on the Customer's
current Implementation Forms. The Parties will officially
indicate their electronic notice name and address if this
method of notification will be employed.
16.0 THIRD PARTY BENEFICIARIES
Except as provided in Section 10, this Agreement shall not
provide any person not a party to this Agreement with any
remedy, claim, liability, reimbursement, claim of action or
other right in excess of those exist in without reference to
this Agreement, including those parties which forward billing
charges to Customer to have their billing messages included by
SBC Telco on End User telephone bills.
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17.0 GOVERNING LAW
The laws of the State of Texas shall govern the construction
and interpretation of this Agreement and any Claim arising
hereunder or related hereto, whether in contract or tort,
without regard to Texas' choice of law rules. Any lawsuit
instituted by either party in connection with this Agreement
shall only be brought in the District Court of Dallas, Texas
and both parties hereby consent to the personal jurisdiction
of such courts. All actions and proceedings arising out of or
relating directly or indirectly to this Agreement and General
Release will be filed and litigated exclusively in the State
District Court for Dallas, Texas. Customer expressly consents
to the jurisdiction of that court, agrees that venue is proper
in that court, and expressly waives any objection to the
jurisdiction and/or venue of that court. Customer states,
acknowledges, and recognized that the majority of its contacts
with SBC Telco are in Dallas and that jurisdiction and venue
is proper and accepted by all parties to this Agreement.
18.0 SEVERABILITY
If any provision of this Agreement shall be held invalid or
unenforceable for any reason, such invalidity will affect only
the portion of the Agreement that is invalid. In all other
respects this Agreement will stand as if such invalid or
unenforceable provision had not been a part thereof, and the
remainder of the Agreement shall remain in full force and
effect. Additionally, the Parties shall endeavor to replace
the provision with a valid and enforceable provision
acceptable to both Parties which so far as possible achieves
the same economic and other benefits for the Parties as the
severed provision was intended to achieve.
19.0 ENTIRE AGREEMENT
This Agreement (including all Appendices, Exhibits, and/or
Attachments hereto) constitutes the entire agreement between
the Parties and supersedes all prior agreements, oral or
written representations, statements, negotiations, proposals
and undertakings with respect to the subject matter hereof.
Except as otherwise provided in this Agreement, no
modification, amendment, supplement to or waiver of this
Agreement or any of its provisions shall be binding upon the
Parties unless made in writing and duly signed by authorized
representatives of both Parties.
20.0 HEADINGS
The headings in this Agreement are for convenience and shall
not be construed to define or limit any of the terms herein
or affect the meanings or interpretation of this Agreement.
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21.0 SUSPENSION OF PERFORMANCE; RIGHT TO WITHHOLD; AND OFFSET
21.1 Upon notice to Customer, SBC Telco may suspend
performance of this Agreement immediately if Customer
is in breach of any other agreement between the
parties. Prior to suspension, SBC Telco will provide
twenty (20) days written notice to Customer plus an
additional twenty (20) days for Customer to cure
situation.
21.2 If Customer fails to pay when due any monthly
charges for Services, any recourse adjustments or any
interest or other amounts due to SBC Telco under this
Agreement, then in addition to any other rights SBC
Telco may have under this Agreement, SBC Telco may
refuse to provide any further Billing and Collection
Services, directly or indirectly, to Customer,
including billing and collection service on Customer
Accounts received through an aggregator, affiliate or
other agent of Customer. If SBC Telco does accept any
Customer accounts for Services while Customer is past
due on any amounts owing to SBC Telco, then SBC Telco
may deduct the amounts owed from any PAR owed to
Customer or its agent on Customers' behalf. Prior to
the commencement of any action described in this
paragraph 21.2, SBC Telco will provide twenty (20)
days written notice to Customer plus an additional
twenty (20) days for Customer to cure situation.
21.3 Notwithstanding anything contained herein to the
contrary, if the financial condition of the Customer
becomes impaired and/or the Customer fails to pay its
obligations to SBC Telco as they become due or when
services are terminated, the Customer agrees SBC
Telco shall be entitled to withhold any funds, which
otherwise might be due, or become due to the Customer
hereunder, to satisfy any unpaid or potential
obligation of the Customer to SBC Telco, including,
but not limited to, any amounts due under this
Agreement, any access charges due SBC Telco, any
amounts due SBC Telco under applicable tariff, under
any other agreement, or otherwise.
22.0 SUB-CONTRACTING
SBC Telcos shall have full power and authority to enter into
contracts with third parties to perform the services to be
provided under this Agreement. Upon notice from SBC Telcos,
Customer agrees to cooperate with such third parties to the
extent reasonably requested by SBC Telcos. Nothing in this
paragraph shall relieve SBC Telcos of its obligations under
this Agreement.
23.0 WARRANTIES
SBC Telco makes no warranties, expressed or implied,
including, but not limited to, warranties with respect to tax
procedures applied to billing and the implied warranties of
merchantability and fitness for a particular purpose. Customer
shall have not the right to
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24.0 INTELLECTUAL PROPERTY
Except as otherwise expressly provided herein, nothing contained
in this Agreement shall be construed as conferring by implication,
estoppel, or otherwise any license or right under any patent,
trademark, trade name, copyright, or other intellectual property
right of either Party.
25.0 OTHER BUSINESS, NO INTEREST CREATED
Nothing in this Agreement shall be deemed to create any interest
in favor of SBC Telcos or Customer in the assets, revenues,
earnings or otherwise in the business of the other.
26.0 SOFTWARE
SBC Telco or its contractors or agents may develop specifications,
drawings, documentation, concepts, methods, techniques, process,
adaptations, and ideas including, but not limited to, software
(hereinafter "Software") for the purpose of rendering Services
to Customer under this Agreement. Unless otherwise agreed in
writing by authorized representatives of the Parties, in advance
of the creation of the Software, SBC Telco shall own all right,
title, and interest, including copyright in and to the Software.
27.0 SURVIVABILITY OF OBLIGATIONS
NOTWITHSTANDING EXPIRATION OR TERMINATION OF THIS AGREEMENT, THE
PROVISIONS OF THIS AGREEMENT AND EACH PARTY'S OBLIGATIONS
HEREUNDER, WHICH BY THEIR NATURE OR CONTEXT ARE REQUIRED OR
INTENDED TO SURVIVE, SHALL SURVIVE AND REMAIN IN FULL FORCE AND
EFFECT AFTER SUCH EXPIRATION OR TERMINATION.
28.0 REALIGNMENT OF LOCAL EXCHANGE TELEPHONE FRANCHISES
In the event SBC Telco sells, exchanges, or transfer a local
exchange telephone franchise(s) in which SBC Telco provides
services under this Agreement, SBC Telco agrees to the following:
a) To notify the Customer of the sale, exchange, or transfer
of a local exchange franchise and the proposed closing date,
provided information regarding the sale,
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exchange, or transfer is not confidential or prohibited by law,
regulation, court or regulatory order, or agreement from being
disclosed to third parties. If information regarding the sale,
exchange, or transfer is confidential, SBC Telco will notify Customer
at the earliest reasonable opportunity when such information is no
longer confidential and such disclosure is not prohibited by law,
regulation, court or regulatory order, or agreement from being
disclosed to third parties. If SBC Telco fails to notify Customer, SBC
Telco shall not be liable for any loss, cost, expense, damages, or
liabilities resulting from failure to notify Customer.
b) SBC Telco shall have no obligation to perform Services in local
exchange telephone franchises that have been sold, exchanged,
or transferred to another party.
c) Subject to the terms of the sale, exchange, or transfer, SBC Telco
shall cooperate with Customer on billing and interface issues related
to the sale, exchange, or transfer or local exchange telephone
franchise(s) as to Services performed under this Agreement.
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IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
first written above.
SBC TELCO CINGULAR WIRELESS
-----------------------------------
(Name of Customer)
-----------------------------------
(Customer's Address)
-----------------------------------
-----------------------------------
-----------------------------------
(Customer's Telephone Number)
By: By:
----------------------------------- -------------------------------
(Signature) (Signature)
Name: ▇▇▇▇▇ ▇▇▇▇▇ Name:
-------------------------------- -----------------------------
(Print) (Print)
Title: Director - Billing and Title:
Collection Services -----------------------------
-------------------------------
Date: Date:
-------------------------------- -----------------------------
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Appendix 1
Glossary
Definitions. As used in this Agreement (including the Appendices, Exhibits, and
Attachments hereto), the terms set forth below will have the following
respective meanings and will be equally applicable to both the singular and
plural forms of the terms defined:
Adjusted Revenue: The total in a settlement period of
Accepted Revenues plus Taxes and
Surcharges, less Recoursed Adjustments,
less discounts, and unbillables, and
plus Rebills. This is the amount to
which the Uncollectible Factor is
applied to determine the monthly
Allowance for Uncollectibles.
Adjustments: An Adjustment is the removal of a
disputed charge from the End User's
▇▇▇▇.
Anticipated Uncollectibles Anticipated Uncollectibles are estimated
(Allowance for amounts representing the portion of the
Uncollectibles): Adjusted Revenue which the SBC Telco
expects will ultimately become Realized
Uncollectibles, as determined by
applying the Uncollectible Factor.
▇▇▇▇ Date: The date of the SBC Telco End User ▇▇▇▇
or the date of the Statement of Amount
Due SBC Telco, whichever applies.
▇▇▇▇ Message: A communication containing promotional,
informational, or legally required messages
that are acceptable to SBC Telco and
printed in the Customer's portion of the
End User ▇▇▇▇.
▇▇▇▇ Processing: The processing of B&C Customer messages and
the preparation and mailing of statements
to End Users on behalf of the B&C Customer.
▇▇▇▇ Rendering: The preparation and mailing to an End User
statements of amounts due.
Billed Revenues: The total amount of Customer charges
inclusive of Taxes and Surcharges, which
are billed to SBC Telco End User accounts
during a specific period.
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Appendix 1
Glossary
Billing and Collection Charges which make up the Amount Due SBC
Services Charges: Telco for Billing and Collection Services
provided to Customer under contract or
applicable tariffs.
Business Day(s): Any day of the week other than Saturday,
Sunday, or a Holiday.
Connect:Direct/NDM: A communications protocol product of
Sterling Corporation which is used to
electronically transmit data files between
SBC Telcos and Customer.
Customer: Customer, for the purposes of this contract,
means the purchaser of SBC Telco Billing and
Collections Services. Customer Message: The
individual call detail including Customer's
charges to the End User.
Data Set: The file containing End User messages which
is transmitted by Customer to the SBC Telco
for billing.
Data Transmission: The process of sending standard format call
detail or records from one location to
another using standard transmission software
programs, such as Connect:Direct/NDM
software.
2
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Appendix 1
Glossary
Date Created: A six-position numeric field in the EMI header
record that identifies the date a pack or Data Set
was created by Customer.
Denial of Service: Consists of denying an End User's access to the
network or portions of the network in cases of
insufficient payment.
EMI: Exchange Message Interface, the industry standard
format for the exchange of message data between
carriers.
End User(s): The End User is a SBC Telco customer for local
exchange service, exclusive of resellers of local
exchange service.
End User ▇▇▇▇(s): The billing media used to convey to End Users the
charges for telephone services of SBC Telco as well
as for Customer, and other Entities for which SBC
Telco provides billing and collection services.
Final ▇▇▇▇: A ▇▇▇▇ rendered to an End User for outstanding
amounts following disconnection of all associated
services.
Final True-Up: Settlement, between the SBC Telco and Customer, of
Recoursed Adjustments and Uncollectible Bad Debt
following the end of SBC Telco provision of Billing
and Collection Services to Customer.
Inquiries: The communications, either written or oral, to the
SBC Telcos concerning End User billing.
Inquiry Services: The answering of End User questions, either written
or oral, concerning disputed charges and billed
amounts, including explaining charges and credits,
investigating claims, and adjusting charges.
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇
▇▇▇: Local Exchange Carrier, which is the local
telephone company that renders the ▇▇▇▇ to
the End User.
Message: "Message" or "Messages" means all EMI
formatted records forwarded by Customer to
the SBC Telco for ▇▇▇▇ processing which
contain billing information such as service
details, charges, mechanized credits, and
adjustments.
Message Processing Charge: A rate charged by the SBC Telco for each
Customer message accepted and billed.
Netting: The amount due the Customer minus the amount
due SBC Telco.
Pack: A term used to describe a group of invoices
or messages, separated by header and trailer
records that the Customer submits to the
SBC Telco.
Page: One side of the sheet of paper upon which
the End User ▇▇▇▇ is printed, or if the
sheet is folded and printed as a folio, one
of the four resulting pages.
PAR: Purchase of Accounts Receivable
Payment and Processing: The process by which payments are received
and applied to Remittance the End User's
balance due for services provided by
Customer.
Pay-Per-Call Services: Any service in which any person provides
audio information, audio entertainment or
the provision of a product; the charges
which are assessed on the basis of the
completion of the call, for which the
caller pays a per-call or per-time interval
change.
Pre-subscribed: An End User has selected Customer or another
carrier as its primary interexchange
carrier for the purpose of providing
intraLATA and/or interLATA,
telecommunications services.
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ of Accounts The monthly purchase by SBC Telco of
Receivable (PAR): Customer's End User receivables that include
confirmed revenues, Unbillables,
Uncollectibles, Taxes, and Adjustments.
Purchase of Accounts The statement which the SBC Telco provides
Receivables (PAR) monthly to Customer as identification of
Statement: the Net Purchase Amount Due Customer for the
Purchase of Accounts Receivable, which is
supported by all associated back up detail
reports.
Rebill(s) or Rebilling: Rebills are End User messages which the SBC
Telco bills back to the same or a different
End User account after investigation
determines the proper End User account the
messages belong to.
Recoursed Adjustments: Recoursed Adjustments are amounts that the
SBC Telco removes from End User balances and
charges back to Customer via a deduction on
the Purchase of Accounts Receivable
Statement. They may be initiated by
Customer, the SBC Telco or by the End User
and include, but are not limited to,
adjustments made to End User Bills to
correct charges on current or prior bills;
amounts removed from End User balances at
the direction of Customer, amounts removed
from the End User balances by SBC Telco to
comply with legal or regulatory
requirements.
Recoveries: Moneys received in payment of an outstanding
balance of Realized Uncollectibles.
Revenue Account Office A standard designation of a local phone
(▇▇▇): company. May be used in conjunction with EMI
to identify the specific phone company who
sent or shall receive such transactions. A
large company may have multiple data centers
or divisions within the company with
different RAOs.
5
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇
▇▇▇ Telco: The SBC Telephone Companies as defined in
the Principal Agreement, which are the
Parties performing Services for Customer
under this Agreement.
Text Phrase: A communication of a non-promotional
nature from Customer to End Users which
clarifies or explains charges appearing in
the Customer's portion of the End User
▇▇▇▇.
Time and Cost (T&C) An estimation of the number of hours,
Estimate: expense and implementation date necessary
to complete a project requested by
Customer.
Toll Master File Maintaining a file of unbilled message
Maintenance: details in line number order or account
sequence. Maintaining message details with
an account in a predetermined sequence.
Toll Master File Maintenance takes Service
Order (guide) activity into account, and
new installs, finals, and telephone number
changes will cause rearrangements of the
master file sequence. Additional
information is also maintained to identify
unique services/options to which the
billing account subscribes.
Treatment The various activities involved in
obtaining payment from an End User whose
account is in arrears. May include but is
not limited to letters, phone calls, and
collection agency involvement.
True-Up: The process of comparing Realized
Uncollectibles to an amount withheld as
Anticipated Uncollectibles for a certain
time period. the difference is either due
Customer (over-withholding) or the SBC
Telco (under-withholding).
6
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Appendix 1
Glossary
Unbillables: Consists of messages that have been sent to
the SBC Telco for processing that the SBC
Telco cannot ▇▇▇▇ for various reasons
including but not limited to messages that
cannot be associated with a billing account.
Invoice errors cause the entire invoice to
error. Message Ready Billing usage will
error on a message by message basis.
Uncollectible Bad An amount applied to the accounts receivable
Debt Allowance: to recognize potential End User revenue
losses on final accounts resulting from
failure of the End User to pay legally
earned service revenues.
Uncollectible Factor: The percentage applied to Adjusted Revenues
to determine the Anticipated Uncollectibles
for a given timeframe.
Uncollectibles: Amounts lawfully billed to End Users by the
SBC Telco, which, after standard intervals
and application of standard collection
procedures, the SBC Telco determines are
impracticable of collection and are written
off as bad debt on final accounts.
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Appendix 2
Addresses for Notices and Demands
The initial addresses for notices under Section 15, Notices and Demands, of the
Principal Agreement are set forth below. The Parties shall promptly notify each
other of any changes in the addresses or titles to whom notices are required to
be sent under Section 15, and shall prepare an amended Appendix 2 to reflect
such changes.
To Customer:
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Copies of all notices from Customer to SBC Telco shall be sent as specified
above to:
Industry Markets
▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: Director - Billing and Collections
With a copy to:
Legal - Southwestern ▇▇▇▇ Telephone Company
▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: Senior Counsel (B&C)
1
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
EXHIBIT B
BILLING AND COLLECTION SERVICES:
FINANCIAL SETTLEMENTS
MAY 13, 2002
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
TABLE OF CONTENTS
SOUTHWESTERN ▇▇▇▇ TELEPHONE, PACIFIC ▇▇▇▇, NEVADA ▇▇▇▇:
Page
1.0 SETTLEMENT TERMS..........................................................................................2
1.1 AMOUNT DUE THE CUSTOMER...........................................................................2
1.1.2. Calculation of Amount Due the Customer...................................................2
1.1.3. Uncollectible Bad Debt Allowance (Discounted)............................................5
1.1.4. Uncollectible True-Up....................................................................7
1.1.5. Reserve Requirement......................................................................9
1.1.6 PARS Issuance Date (SWBT Only)..........................................................11
1.1.7. Payment Date............................................................................11
1.1.8. Payment Method..........................................................................12
1.1.9. Payment Detail..........................................................................13
1.1.10. Late Payment Charge.....................................................................13
1.1.11. Late Payment Resulting from Bank Error..................................................13
1.1.12. Negative Amount due the Customer........................................................13
1.2. AMOUNT DUE SBC TELCO...........................................................................14
1.2.1. Calculation of Amount Due SBC Telco.....................................................14
1.2.2. Billing Detail..........................................................................14
1.2.3. Payment Date............................................................................14
1.2.4. Payment Method..........................................................................15
1.2.5. Payment Detail..........................................................................15
1.2.6. Timeframe for Statement Issuance........................................................15
1.2.7. Late Payment Charge.....................................................................16
1.2.8. Late Payment Resulting from Bank Error..................................................16
1.2.9. Right to Net............................................................................16
1.3. SETTLEMENTS OF DISPUTED AMOUNTS................................................................17
1.3.1. Notification of Disputed Amount.........................................................17
1.3.2. Payment of Disputed Amount..............................................................17
1.3.3. Ultimate Settlement of Disputed Amount..................................................18
SOUTHWESTERN ▇▇▇▇ TELEPHONE:
2.0 CUSTOMER BILLING STATEMENT.......................................................................21
2.1.1. ▇▇▇▇ Processing Service.................................................................21
2.1.2. Billing Information.....................................................................23
2.2. Customer ▇▇▇▇ Format....................................................................23
PACIFIC ▇▇▇▇ AND NEVADA ▇▇▇▇:
3.0 CARRIER BILLING REQUIREMENTS..............................................................................27
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
TABLE OF CONTENTS
AMERITECH:
Page
4.0 SETTLEMENT TERMS..................................................................................30
4.1 Net Purchased/Collected Amount Due Customer....................................................30
4.1.1 Formula for Calculation of the Net Purchase/Collected Amount Due Customer...............30
4.1.2 Final True-Up Upon Cessation of Billing and Collection Services.........................37
4.1.3 Statement of Amount Due the Customer....................................................39
4.1.4 Payment Date............................................................................40
4.1.5 Payment Method..........................................................................40
4.1.6 Payment Detail..........................................................................40
4.1.7 Late Payment Penalty....................................................................40
4.1.8 Late Payment Resulting from Bank Error..................................................41
4.2 AMOUNT DUE THE AOC.............................................................................41
4.2.1 General...................,.............................................................41
4.2.2 Payment Date............................................................................41
4.2.3 Payment Method..........................................................................42
4.2.4 Payment Detail..........................................................................42
4.2.5 Netting of Amount Due AOC...............................................................42
4.2.6 Late Payment Penalty ...,,.':...:.......................................................43
4.2.7 Late Payment Resulting from Bank Error..................................................43
4.3 SETTLEMENT OF DISPUTED AMOUNTS.................................................................44
4.3.1 Notification of Disputed Amount.........................................................44
4.3.2 Payment of Disputed Amount..............................................................44
4.3.3 Ultimate Settlement of Disputed Amount..................................................44
4.3.4 Retention of Supporting Data Concerning Disputed Amount.................................44
SOUTHERN NEW ENGLAND TELEPHONE:
5.0 SETTLEMENT TERMS.................................................................................47
5.1. Amount Due Customer............................................................................47
5.1.1. Formula for Calculation of Amount Due Customer..........................................47
5.1.2. Derivation of Uncollectible Bad Debt Allowance..........................................48
5.1.3. Uncollectible True-up...................................................................49
5.1.4. Final True-ups at Termination...........................................................50
5.1.5. Payment Date............................................................................50
5.1.6. Payment Method..........................................................................51
5.1.7. Assignment of Accounts Receivable.......................................................51
5.2. Amount Due SNET................................................................................51
5.2.1. Calculation of Amount Due SNET..........................................................51
5.2.2. Netting Process...........................................................................52
ii
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
SECTION 1 - APPLICABLE FOR:
- SOUTHWESTERN ▇▇▇▇ TELEPHONE (SWBT)
- PACIFIC ▇▇▇▇ (PB)
- NEVADA ▇▇▇▇ (NB)
1
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
(SECTION 1.0 IS APPLICABLE TO SOUTHWESTERN ▇▇▇▇ TELEPHONE, PACIFIC ▇▇▇▇ AND
NEVADA ▇▇▇▇ ONLY)
1.0 SETTLEMENT TERMS
1.1 AMOUNT DUE THE CUSTOMER
1.1.1 SBC Telco will purchase the Customer's account
receivable due for bills rendered or to be rendered
by SBC Telco to the Customer's End Users.
1.1.1.1 The Customer agrees to submit new ▇▇▇▇▇▇▇▇
to SBC Telco no less than once a week.
1.1.1.2 The Customer and SBC Telco agree that in the
event the calculation of any purchase of
Accounts Receivable, as defined herein,
results in a negative amount due the
Customer, SBC Telco may hold payment or
recalculate any pending accounts receivable
purchase(s) as defined further herein.
1.1.2. Calculation of Amount Due the Customer
SBC Telco purchases the Customer's accounts receivable
based on Pre End User Billing. The Customer will
receive a Purchase of Accounts Receivable Statement
(PARS) which will reflect the Customer's accounts
receivables. The calculation of the dollar amount due
the Customer for the purchase of accounts receivable
when the Customer provides files of rated messages is
as follows:
1.1.2.1 Calculation with netting of B&C charges
Total Current Billable Amount
+ Billed Taxes
+/- Surcharges
+ Rebills
- Returns (Unbillables)
+/- Recourse Adjustments (including taxes)
- Uncollectible Bad Debt Allowance
+ Customer messages lost by SBC Telco
2
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
+/- Uncollectible True-Up Amounts
(including any reserve
requirements)
-------------------------------------------
= Amount due the Customer
- Amount due SBC Telco for Billing
and Collection Services
-------------------------------------------
= Net Purchase of Account Receivable
Amount
1.1.2.2 Calculation without netting of B&C charges
Total Current Billable Amount
+ Billed Taxes
+/- Surcharges
+ Rebills
- Returns (Unbillables)
+/- Recourse Adjustments (including
taxes)
- Uncollectible Bad Debt Allowance
+ Customer messages lost by SBC Telco
+/- Uncollectible True-Up Amounts
(including any reserve
requirements)
-------------------------------------------
= Amount due the Customer
1.1.2.2.1. At the request of the Customer,
SBC Telco will purchase the
accounts receivable, without
netting, after the Customer has
purchased more than eighteen (18)
months of ▇▇▇▇ rendering services
and has established a consistent
service and billing pattern with
End Users. SBC Telco will have
complete discretion in
determining if the Customer's
billing meets the criteria for
which SBC Telco is willing to
provide the purchase of the
Customer's accounts receivable
without netting.
1.1.2.3 Definitions of Elements on PARS
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CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
Total Current Billable Amount is the total amount
billable to the Customer's End Users for the Customer
services excluding any taxes applicable to such
services. The total amount of billable revenue will
be determined for the Customer for each file
received.
Billed Taxes is the amount of taxes billed to End
Users for Customer charges since the last settlement.
Timely and accurate remittance of taxes to the taxing
agency is the responsibility of the Customer.
Surcharges is the total of applicable surcharges
collected on the Customer's behalf by SBC Telco.
Timely and accurate remittance of surcharges to the
reporting agency is the responsibility of the
Customer.
Rebills represent the value of messages that have
been adjusted from an End User account and processed
to be billed to the same or another End User.
Returns (Unbillables) represent the value of messages
that have been rejected for billing by SBC Telco and
returned to the Customer.
Recourse Adjustments are the amounts debited or
credited each settlement period to the Total Current
Billable Amount. Recourse adjustments include SBC
Telco and Customer initiated End User Adjustments,
and Uncollectible Adjustments, defined as follows:
- End User Adjustments are the billed amounts,
which SBC Telco removes from End User
balance due, in accordance with this
agreement.
- Uncollectible adjustments are the amount of
non-deniable revenues adjusted through SBC
Telco's uncollectible system on final
accounts at time of write-off.
Uncollectible Bad Debt Allowance is an amount
deducted from Total Current Billable Amount adjusted
for Billed Taxes and Recourse Adjustments to
compensate for losses resulting from failure of End
Users to pay Final Customer ▇▇▇▇ amounts due.
Derivation of the Uncollectible Bad Debt Allowance is
defined in Section 1.1.3.
Customer messages lost by SBC Telco will be estimated
by SBC Telco based upon procedures defined in this
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
Agreement and, if not previously calculated in the
Purchase of Accounts Receivable, SBC Telco will add
to the Amount Due the Customer.
Uncollectible True-Up Amounts are amounts resulting
from quarterly true-up calculations as defined in
Section 1.1.4.
Amount Due the Customer represents the Net Purchase
amount for Accounts Receivable.
Amount Due SBC Telco equals all charges due or to
become due to SBC Telco under this Agreement and any
applicable tariff.
Net Purchase of Accounts Receivable amount is the
Amount due the Customer less the Amount Due SBC
Telco.
1.1.3. Uncollectible Bad Debt Allowance (Discounted)
For each settlement, SBC Telco will subtract an uncollectible
bad debt allowance amount for Uncollectibles from the Total
Current Billable Amount, adjusted by Recourse Adjustments,
Billed Taxes, Surcharges and Unbillables. Uncollectibles are
amounts billed by SBC Telco to End Users on final End User
bills that are added to the Uncollectible (realized) Accounts
of SBC Telco. SBC Telco will determine the Customer's
uncollectible bad debt allowance amount for Uncollectibles for
each settlement by multiplying the Total Current Billable
Amount, adjusted by Recourse Adjustments, Billed Taxes,
Surcharges and Unbillables by the Customer uncollectible
factor as determined below:
1.1.3.1. New Customers
Until valid uncollectible data can be accumulated by
SBC Telco on the Customer, normally 6 (six) to 9
(nine) months of realized uncollectible monthly
activity, the Customer's uncollectible factor will be
set at 25% for the first two months, defined as the
Customer submitting ▇▇▇▇▇▇▇▇ to SBC Telco no less
eight consecutive weeks over a two calendar month
time frame. After the first two months of ▇▇▇▇▇▇▇▇ as
defined above, the factor will set to an industry
average for like ▇▇▇▇▇▇▇▇ or another surrogate factor
acceptable to SBC Telco, and will be applied to the
Customer's account receivables; provided however, the
5
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
two month reserve will in no event be less than 50%
of the largest one month's billing submitted to SBC
Telco by the Customer.
1.1.3.2. Existing Customers
To determine the Customer uncollectible bad debt
allowance factor, SBC Telco will determine from its
▇▇▇▇ records the dollar amount billed on the final
End User bills which have deemed as uncollectible.
These amounts are added to the realized uncollectible
accounts (uncollectible amount) for the most recent
quarterly period as defined by SBC Telco. This
uncollectible amount will include adjustments to
account for any payments received by SBC Telco for
outstanding final Customer billed amounts that were
declared uncollectible prior to the most recent
quarter. The uncollectible amount will not include
uncollected late payment charges applied to the End
User ▇▇▇▇.
1.1.3.3. An uncollectible apportionment system will be used by
SBC Telco each month to determine the total realized
uncollectible amounts for each Customer which is
provided ▇▇▇▇ Processing Service by SBC Telco.
1.1.3.4. SWBT only - The realized uncollectible amount for the
Customer determined through the apportionment system,
will be divided by the Total Current Billable Amount,
plus or minus returns, plus rebills, plus or minus
Recourse Adjustments, plus taxes for the same quarter
to develop the Customer uncollectible bad debt
allowance factor.
PB/NB only - The realized uncollectible amount for
the Customer determined through the apportionment
system, will be divided by the Total Current Billable
Amount, plus or minus returns, plus rebills, plus or
minus Recourse Adjustments, for the same quarter to
develop the Customer uncollectible bad debt allowance
factor.
1.1.3.5. This uncollectible apportionment system will utilize
actual Customer realized uncollectible amount from
End User accounts in order to determine realized
amounts.
1.1.3.6. The most recent uncollectible bad debt allowance
factor will be used by SBC Telco until a revised
uncollectible
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
bad debt allowance factor is determined in the
succeeding study period.
1.1.3.7. In the event of negative or zero uncollectible bad
debt allowance factor occurs, SBC Telco may utilize
either an industry average factor, the Customer's
prior quarter factor, or another surrogate factor
which represents the Customer's prior uncollectible
history.
1.1.3.8. Notwithstanding the above, SBC Telco retains the
right to adjust the Customer's uncollectible bad debt
allowance factor should the Customer's
uncollectibles, adjustments and/or billable revenues
fluctuate to such an extent as to appear unstable and
insufficient to cover projected write-offs, or
abruptly change.
1.1.4. Uncollectible True-Up
SBC Telco will determine the time at which the history of the
Customer's realized uncollectibles is sufficient to establish
the Customer specific uncollectible bad debt allowance factor
(normally 9 to 12 months of realized uncollectible monthly
activity). After this Customer specific factor has been
developed and applied for a quarterly period, the following
uncollectible true-up procedure will be implemented.
1.1.4.1. During the quarterly period, if the realized
uncollectible (write-offs) plus the required
uncollectible reserve amount as defined below in
Section 1.1.5 (reserve) differ from the total
uncollectible bad debt allowance amount discounted
from each settlement (discounted uncollectibles) plus
the reserve currently held by SBC Telco, a true-up
amount will be calculated. This difference shall
equal the true-up amount. SBC Telco will net the
true-up amount from the Purchase of Accounts
Receivable Amount due the Customer. The formula for
the true-up is as follows:
Total Current Quarter's Realized Uncollectibles
+ The current quarter's required reserve
amount
----------------------------------------------------
= Total current quarter's realized uncollectible and
reserve requirement
- The appropriate quarter's discounted
uncollectibles
7
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
- Prior quarter's reserve amount held by SBC
Telco
---------------------------------------------------
= +/- True-up amount
A positive true-up amount will be due SBC Telco and a
negative true-up amount will be due the Customer.
1.1.4.2. This formula allows for an actual true-up on realized
uncollectibles and the maintenance of an ongoing
required reserve amount.
1.1.4.3. The true-up amount will be calculated at the end of
the month following the close of the quarterly
period. The true-up settlement will be included in
the calculation of the Amount Due the Customer.
1.1.4.4. If the actual net bad debt realized is greater than
the Estimated Bad Debt, SBC Telco will deduct the
difference from the next available purchase of
accounts receivable or, if the next scheduled
purchase of accounts receivable is less than the
difference, SBC Telco may issue a separate invoice to
the Customer for the difference. The Customer will
pay such separate invoice within 5 business days of
receipt. In the event the Customer fails to pay the
separate invoice within 5 business days of receipt,
SBC Telco may immediately discontinue any or all
billing services offered under this Agreement.
1.1.4.5. A final true-up will be performed on 9 -12 months of
data following the termination of billing and
collections ▇▇▇▇ Rendering services. The formula for
the final true-up is:
All realized uncollectibles not previously tuned-up
- All discounted uncollectibles not previously
trued-up
- Current reserve held by SBC Telco
----------------------------------------------------
= Final true-up amount
A positive true-up amount will be due SBC Telco and a
negative true-up amount will be due the Customer.
1.1.4.6. The final true-up will be calculated by the end of
the 9* to
8
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
12th month following termination of billing and
collections ▇▇▇▇ Rendering services. The true-up
settlement will be made within 90 days thereafter.
1.1.5. Reserve Requirement
SBC Telco will apply the following procedures in
calculating the required reserve amount:
1.1.5.1. Until such time as SBC Telco has established
a Customer specific uncollectible factor,
the reserve requirement will be based on no
less than 50% of the largest one month's
▇▇▇▇▇▇▇▇ submitted to SBC Telco by the
Customer.
1.1.5.2. For Customers whose total adjustments exceed
10% of the Customer's billed revenues in any
one (1) month or should the Customer's
uncollectibles adjustments and/or billed
revenues fluctuate to an extent as to appear
unstable or insufficient to cover projected
write-offs, or abruptly change, the required
reserve amount will be calculated as
follows:
Total realized uncollectibles for the
current quarterly period x (multiplied) .667
+ The amount of adjustments
experienced in the prior three
months of ▇▇▇▇▇▇▇▇ with respect to
live accounts. Current reserve held
by SBC Telco
+ The amount of revenues adjusted in
the prior three months through SBC
Telco's uncollectible system on
final accounts at write-off
------------------------------------------
= Required Reserve Amount
The required reserve amount for Customers
not subject to procedures defined in 1.1.5.1
and 1.1.5.2 above will be established and
maintained by SBC Telco as a current reserve
and will be determined by calculating the
total realized uncollectibles for the
current quarterly period x (multiplied)
.667.
1.1.5.3. (Pacific ▇▇▇▇ and Nevada ▇▇▇▇ only) In
addition to the Customer's reserve
requirement defined above, the Customer's
minimum annual purchase of service
requirements will be reviewed on a quarterly
basis and
9
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
any prorated short fall will be maintained
in the reserve requirement based on the
following calculation:
Number of months of services for the current
term of the Agreement (less any reduction of
time for service start up) x (multiplied)
one-twelfth (1/12) of the annual required
minimum purchase of service
- All annual billing and collection
charges
-------------------------------------------
= Required Reserve Amount
A positive amount will be calculated into
the Customer's reserve requirement. A
negative amount will not require a reserve
requirement for the minimum annual purchase
of service.
1.1.5.4. Notwithstanding the above, SBC Telco at its
sole discretion reserves the right to
increase the reserve amount, if the
Customer's uncollectibles, adjustments,
minimum annual purchase of service (Pacific
▇▇▇▇ and Nevada ▇▇▇▇), and/or billable
revenues fluctuate to such an extent that
the reserve no longer appears sufficient to
cover the projected write-offs. This may be
accomplished by increasing the bad debt
allowance factor and/or by withholding
payments due to the Customer, as SBC Telco
shall deem necessary to cover the risk
involved or require the Customer to fund the
increased reserve amount.
1.1.5.5. Deposits and Reserves
In the event the Customer has not
established credit with SBC Telco or has
information services ▇▇▇▇▇▇▇▇ that are 25%
or greater of its projected or actual total
billed revenue, or has repeatedly failed to
pay SBC Telco in a timely manner for Billing
and Collection Services provided by SBC
Telco under previous billing agreements, or
fail to pay the charges for the services
provided under this Agreement in a timely
manner, SBC Telco shall have the right to
require a deposit from the Customer to
guarantee payment. The deposit shall be the
actual or estimated charges for services,
including amounts for anticipated
Adjustments and uncollectibles, for
providing the Service to the Customer for a
four month period. The anticipated
Adjustments and
10
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
uncollectibles shall be based on the greater
of the Customer's historical Adjustment and
uncollectible for the Customer's type of
telecommunications services. SBC Telco
reserves the right to increase the deposit
in the event the Customer's billing volumes
increase to the extent that the existing
deposit no longer represents the actual
charges for services, over a four month
period. Upon termination of the service, SBC
Telco shall credit the amount of the deposit
to the Customer's account and any remaining
credit balance will be refunded or credited
to the Customer's account prior to
termination of the Service if the Customer
has promptly paid all relevant charges for a
period of one year.
1.1.6 PARS Issuance Date (SWBT Only)
SWBT ONLY - SWBT will issue the Purchase of Accounts
Receivable Statement to the Customer no later than
fifteen (15) business days following the entry of
message data into SWBT's Master File Maintenance
system for program processing for all applicable SWBT
data processing centers, (normally three (3) to six
(6) business days from date of receipt).
Notwithstanding the above, the Purchase of Accounts
Receivable Statement will not be issued when the
amount due the Customer is a negative amount. SWBT
will issue a preliminary PAR.
1.1.7. Payment Date
SWBT ONLY - For pre End User billing purchase of the
Customer's accounts receivable, the net amount due
the Customer from SWBT for each file or rated
messages will be payable on the payment date which
will determined by adding forty-two (42) days to the
date the files are processed by SWBT. Files will be
processed in all data centers within three (3) to six
(6) business days of receipt by SWBT.
PB/NB ONLY - For pre End User billing purchase of the
Customer's accounts receivable, the net amount due
the Customer from Pacific ▇▇▇▇/Nevada ▇▇▇▇ for each
file or rated messages will be payable on the payment
date which will determined by adding fifty (50) days
to the date the files are processed by Pacific
▇▇▇▇/Nevada ▇▇▇▇. Files will be processed in all data
centers within three (3) to six (6) business days of
receipt by Pacific ▇▇▇▇/Nevada ▇▇▇▇.
1.1.7.1. If such payment date falls on a Sunday or on
a Holiday which is observed on Monday,
payment date shall be the first non-Holiday
day following such Sunday or Holiday.
11
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
1.1.7.2. If such payment date falls on a Saturday or
on a Holiday which is observed on Tuesday,
Wednesday, Thursday or Friday, the payment
date shall be the last non-Holiday day
preceding such Saturday or Holiday.
1.1.7.3. SWBT ONLY - SWBT may, for ease of
administration, combine payments due for
files received on different days within a
five (5) day period. The settlement date
will then be determined by adding forty-two
(42) days to the midpoint of the period
(said period not to exceed five (5) days)
over which the billable messages are
received.
PB ONLY - Pacific ▇▇▇▇ may, for ease of
administration, combine payments due for
files received on different days within a
five (5) day period. The settlement date
will then be determined by adding fifty (50)
days to the midpoint of the period (said
period not to exceed five (5) days) over
which the billable messages are received.
NB ONLY - Nevada ▇▇▇▇ may, for ease of
administration, combine payments due for
files received on different days within a
calendar month period. The settlement date
will then be determined by adding fifty (50)
days to the midpoint of the period (said
period not to exceed calendar month) over
which the billable messages are received.
1.1.8. Payment Method
Any payment to the Customer from SBC Telco of one
hundred thousand dollars ($100,000) or more must be
transmitted by SBC Telco to a designated bank account
of the Customer (to be provided to SBC Telco by the
Customer) by electronic funds transfer. Any payment
to the Customer from SBC Telco less than one hundred
thousand dollars ($100,000) may be paid at SBC
Telco's option by electronic fund transfer as
described above or by check or draft to the payee's
address (to be provided to SBC Telco by the
Customer).
If any portion of the net settlement amount is
received by the Customer in funds that are not
immediately available to the Customer, then a late
payment charge shall be due the Customer, unless the
payment is being held for reserve requirements. SBC
Telco will have full responsibility for ensuring that
payment is received by the payment date.
12
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
1.1.9. Payment Detail
Any draft payment to the Customer from SBC Telco must
be accompanied by the reference number utilized by
SBC Telco for the Purchase of Accounts Receivable
Statement being paid.
1.1.10. Late Payment Charge
Any payment received by the Customer after the
payment date or any payment received in funds, which
are not immediately available to the Customer on the
payment date, will be subject to a late payment
charge. The late payment charge shall be the portion
of the Amount Due the Customer (as defined in 1.1.)
received after the payment date times a late factor.
The late factor shall be six percent (6%) per annum
prorated on a daily basis (6% divided by 365), or the
maximum rate allowed by law in each state
jurisdiction, whichever is less. Any late payment
charge may be remitted separately to the Customer or
at SBC Telco's option combined with a Purchase of
Accounts Receivable payment.
1.1.11. Late Payment Resulting from Bank Error
Any late payment resulting from bank error will not
be subject to the late payment charge provided SBC
Telco can verify that it was not at fault. Rather,
the discrepancy will be resolved by the bank(s)
involved. It is the responsibility of SBC Telco to
notify the bank(s) involved and coordinate resolution
of the discrepancy.
1.1.12. Negative Amount due the Customer
The Customer and SBC Telco agree that in the event
the calculation of any Purchase of Accounts
Receivable results in a negative amount due the
Customer, SBC Telco may at its sole discretion 1)
recalculate and reduce the amount of prior pending
accounts receivable purchase(s) by the current
negative amount due, or 2) hold payment of any
pending account receivable purchase(s), otherwise due
the Customer, without penalty until such time as the
Customer submits new ▇▇▇▇▇▇▇▇ which are sufficient to
result in SBC Telco's calculation of a subsequent
Purchase of Accounts Receivable with a positive
amount due the Customer, taking into consideration
the negative amount due from prior purchase(s), or 3)
issue a ▇▇▇▇ to the Customer for the amount due SBC
Telco.
13
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
1.1.12.1. The Customer and SBC Telco agree
that the payment date for accounts
receivable purchase(s) suspended
for payment as defined above will
be due the Customer ten (10)
additional business days from the
date on which a positive or
recalculated amount due is
calculated by SBC Telco or ten (10)
additional business days from the
original payment date, whichever is
later.
1.1.12.2. In addition to any other remedies,
should the Customer fail to submit
new ▇▇▇▇▇▇▇▇ in the required weekly
interval to offset the negative
amount due, SBC Telco may apply the
Customer's reserve amount to offset
and proceed with Termination of
Services, as defined in this
Agreement.
1.2. AMOUNT DUE SBC TELCO
1.2.1. Calculation of Amount Due SBC Telco
The amount due SBC Telco equals all appropriate
billing and collection service charges for services
provided under this Agreement, or tariffs, including
amounts resulting from uncollectible true-up and
reserve requirements. These charges will be
summarized for the Customer.
1.2.2. Billing Detail
Billing and Collection Service charges will be
provided to the Customer in the format described in
2.0, entitled Customer Billing Statement.
1.2.3. Payment Date
1.2.3.1. Based on Pre-End User Billing with netting
If the Amount Due the Customer is less than
the amount due SBC Telco, the difference is
due from the Customer to SBC Telco within 30
days following the date of the Purchase of
Accounts Receivable statement. SBC Telco at
its option may net any negative amount due
SBC Telco as set forth in 1.1.12. If the
payment date would cause payment to be due
on a Saturday, Sunday or SBC Telco/Customer
bank Holiday, payment for the amount due SBC
Telco will be as defined in 1.2.3.2.1. or
1.2.3.2.2.
14
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
1.2.3.2. Based on Pre-End User Billing without netting
The payment date is determined by adding 30 days from
the preparation date of the statement detailing the
amount due SBC Telco (ASBS report from SWBT, Open
Billing report from PB/NB). The statement is to be
issued in accordance with Section 1.2.6. If the
payment date would cause payment to be due on
Saturday, Sunday or SBC Telco/Customer Bank Holiday
the payment for the amount due SBC Telco will be
defined as in 1.2.3.2.1. or 1.2.3.2.2.
1.2.3.2.1. If such payment date falls on a Sunday or
on a Holiday which is observed on a
Monday, the payment date shall be the
first non-Holiday day following such
Sunday or Holiday.
1.2.3.2.2. If such payment date falls on a Saturday
or on a Holiday which is observed on
Tuesday, Wednesday, Thursday or Friday,
the payment date shall be the last
non-Holiday preceding such Saturday or
Holiday.
1.2.4. Payment Method
Any payment to SBC Telco from the Customer of one hundred
thousand dollars ($100,000) or more must be transmitted by the
Customer to a designated bank account of SBC Telco (to be
provided to the Customer by SBC Telco) by electronic funds
transfer. Any payment to SBC Telco from the Customer less than
one hundred thousand dollars ($100,000) may be paid by check
or draft to the payee's address (to be provided to the
Customer by SBC Telco), or by electronic fund transfer to a
designated bank account or SBC Telco (to be provided to the
Customer by SBC Telco). If any portion of the net settlement
amount is received by SBC Telco in funds which are not
immediately available to SBC Telco, then a late payment charge
shall be due SBC Telco. The Customer will have full
responsibility for ensuring that payment is received by the
payment date.
1.2.5. Payment Detail
Any payment to SBC Telco from the Customer must be accompanied
by the SBC Telco invoice number being paid.
1.2.6. Timeframe for Statement Issuance
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
Statements detailing the amount due SBC Telco (i.e., ASBS
reports from SWBT, Open Billing reports from PB/NB) must be
received by the Customer at least 20 days prior to the payment
date to allow the Customer adequate time to process payment.
Statements not received within this timeframe will not be
subject to the late payment charge for the number of days the
statement was late. It is the Customer's responsibility to
prove that a statement was received after the specified
timeframe.
1.2.7. Late Payment Charge
Any payment received by SBC Telco after the payment date or
any payment received in funds, which are not immediately
available to SBC Telco on the payment date, will be subject to
a late payment charge. The late payment charge shall be the
portion of the amount due SWBT (as defined in 1.2.1.) received
after the payment date multiplied by a late factor. The late
factor shall be six (6%) per annum prorated on a daily basis
(6% divided by 365), or the maximum rate allowed by law in
each state jurisdiction, whichever is less.
Any late payment charge may be billed separately by SBC Telco
or at SBC Telco's option netted against a Purchase of Accounts
Receivable payment.
1.2.8. Late Payment Resulting from Bank Error
Any late payment resulting from bank error will not be subject
to the late payment charge provided the Customer can verify
that it was not at fault. Rather, the discrepancy will be
resolved by the bank(s) involved. It is the responsibility of
the Customer to notify the bank(s) involved and coordinate
resolution of the discrepancy.
1.2.9. Right to Net
1.2.9.1. SBC Telco reserves the right to net against the
Customer accounts receivable purchases all Billing
and Collection Services which SBC Telco has not
received payment on or prior to the Payment Date of
the statement detailing the amount due SBC Telco.
1.2.9.2. Furthermore, SBC Telco has the right to net
outstanding non-Billing and Collection Service
charges, either billed on the same billing statement
as Billing and Collection Services charges or
separately billed, to the Customer's accounts
receivable purchases for those charges for which
16
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
SBC Telco has not received payment on or prior to the
Payment Date of the statement detailing the amount
due SBC Telco. These non-Billing and Collection
Service charges can include, but are not limited to,
Account Maintenance, Billing Name and Address,
Mechanized Data Gathering, Customer Name and Address,
Customer Name and Location, and On-Line Inquiry.
1.2.9.3. SBC Telco may, at its sole discretion, process all
future Purchase of Accounts Receivable under netting.
SBC Telco will apply any late payment penalty
incurred by the Customer. SBC Telco will notify the
Customer if such netting is required.
1.2.9.4. Should the Customer fail to submit new ▇▇▇▇▇▇▇▇ in
the required weekly interval to offset the amount
due, SBC Telco may apply the Customer's reserve
amount to offset the amount due and proceed with
Termination of Service, as defined in this Agreement.
1.3. SETTLEMENTS OF DISPUTED AMOUNTS
1.3.1. Notification of Disputed Amount
Should either Party dispute any portion of the
amount due (as defined in Sections 1.1 and 1.2)
then, prior to initiating formal dispute resolution
proceedings, said Party shall notify the other Party
in writing of the nature and basis of the dispute.
The Customer may file a substantiated claim with SBC
Telco regarding Billing and Collection Charges or
revenue billed and not remitted as well as revenue
not billed under this Agreement. SBC Telco may file
a substantiated claim with the Customer for acts
taken under this Agreement. Such claims must provide
detailed documentation.
1.3.2. Payment of Disputed Amount
1.3.2.1 Payment Under Protest
Should a dispute arise regarding an amount
due under this Agreement, a Party may,
notwithstanding the continuing existence of
the dispute, pay under protest the disputed
amount due in accordance with settlement
terms defined in Sections 1.1 and 1.2, buy
each Party shall reserve and have
17
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
claim against the other Party for
reimbursement should the dispute finally be
resolved in favor of the claimant.
1.3.2.2. Payment Withheld
The claiming Party at its option may
withhold payment of disputed amounts, when
such a claim is made in writing with
documentation and received by the other
Party prior to the payment due date. The
claiming Party will pay all non-disputed
amounts as described in Section 1.1. or 1.2
by the payment due date.
1.3.3. Ultimate Settlement of Disputed Amount
The Party receiving the claim shall have 30 days from
the notification date, or other mutually agreed
period, to process the claim and notify the claiming
Party of the claim status.
1.3.3.l. For payment made under protest
Should the claim, in whole or in part,
ultimately be resolved in favor of the Party
who has made payment under protest, that
Party shall be entitled to a refund, with
interest to the remittance date or as
otherwise agreed to by the Parties, from the
other Party. Interest on the settlement
amount shall be calculated as follows:
- If the claim is received within six
(6) months of the disputed
charge(s), the interest will be
calculated according to the late
payment charge factor described in
Paragraphs 1.1.10 or 1.2.7 from the
date of the disputed payment
amount.
- If the claim is received after six
(6) months of the disputed
charge(s), the interest will be
calculated from receipt of the
claim notification according to the
late payment charge factor
described in Paragraph 1.1.10 or
1.2.7. After written notice to the
paying Party that the claim has
been sustained, the total amount
due, with interest, to the
remittance date or as otherwise
agreed to by the Parties, shall be
remitted no later than 30 calendar
days following resolution.
1.3.3.2. For payment of disputed amounts when payment
has been withheld
18
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT, PB, NB
Should the claim, in whole, ultimately be
resolved in favor of the Party withholding
payment, that Party will not be liable for
the disputed amount of the claim. Should the
claim, in whole or part, ultimately be
resolved in favor of the other Party, the
Party withholding payment shall immediately
pay with interest to the remittance date or
as otherwise agree to by the Parties, to the
other Party. Interest on the settlement
amount shall be calculated as defined in
1.3.3.1.
19
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT
SECTION 2 - APPLICABLE FOR:
- SOUTHWESTERN ▇▇▇▇ TELEPHONE (SWBT)
20
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT
(SECTION 2.0 IS APPLICABLE TO SOUTHWESTERN ▇▇▇▇ TELEPHONE ONLY)
2.0 CUSTOMER BILLING STATEMENT
The Customer's billing statement is produced through SWBT's Ancillary
Service Billing System (ASBS).
2.1 Each Carrier Billing Statement will reflect prices for the
following elements as ordered:
2.1.1. ▇▇▇▇ Processing Service
- Message ▇▇▇▇ Processing: This per message charge is
applicable for all MTS messages which are passed
from SWBT's Master File Maintenance System to SWBT
▇▇▇▇ Processing Program(s).
- Expanded Message Billing Charge: A variable per
message charge for SWBT approved telecommunications
related services or products billed through SWBT.
- Pay Per Call Service Billing Charge: A per message
charge for services
- Inquiry Services: A per message charge for billed
messages, when inquiry services are purchased.
- ▇▇▇▇ Rendering - Message Billed: A per ▇▇▇▇ rendered
charge for message billed services.
- ▇▇▇▇ Rendering - Invoice Billing: An optional per
page per ▇▇▇▇ rendered charge for Invoice Billing and
Collection Services. The Customer may elect to
purchase services on a rate element basis or choose
to purchase services on a per page billed basis.
(Note: This option can only be provided on a five
state basis for both intrastate and interstate
services.)
This per billed option includes the following
individual rate element in the per page prices:
- Data transmission of the Customer's invoice
billing records
- ▇▇▇▇ rendering
- Message billing processing
- Mechanized end user adjustments
- Marketing messages (5 lines)
- Marketing messages (up to 20 lines)
21
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT
- Summary (Text) Records
- Expanded message billing charge
All other standard Billing and Collection Service rate
elements, as defined in Exhibit A of this Agreement, will be
charged to the Customer on a per use basis.
- End User Adjustment (Manual): A per adjustment charge for
manual adjustments to End User accounts to adjust Customer
charges when SWBT provides Support Services without Inquiry
or initiated by the Customer when SWBT provides Support
Services with Inquiry.
- Mechanized End User Adjustment: A per adjustment record charge
for adjustments which are sent in by the Customer in EMI
format for mechanized adjustments processing.
- Marketing Message (5 lines): A per phrase requested, per ▇▇▇▇
rendered charge.
- Marketing Message (6-20 lines): A per phrase requested, per
▇▇▇▇ rendered charge.
- Billing and Collection Development Charge: Per hour charge
applicable for analysis, design, development, testing and
implementation of the Customer requested business. Overtime
per hour rates are two times the per hour rate.
- Clerical Staff Charge: Per hour charge for clerical
utilization required for the Customer requested business.
Overtime per hour rates are two times the per hour rate.
- CPU Utilization Charge: Per hour charge for CPU utilization
required for the Customer requested business. Minimum on
hour increments.
- Data Transmission using CMDS I Network: A per record charge
for data sent or received when data transmission requires use
of the CMDS I network.
- Data Transmission using Customer Provided Networks: A per
record charge for data sent or received when data is
transmitted between the Customer provided network and SWBT.
- Overnight Delivery of Magnetic Tape(s): A per page charge for
overnight delivery of magnetic tape not prepaid by the
Customer.
22
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT
- Phrase Summary (Text) Record: A per record
charge applicable for EMI "015127" records
submitted by the Customer and processed by
SWBT.
2.1.2. Billing Information
- Standard SWBT ▇▇▇▇ Billing Information: A
per record written charge to supply End User
billing information created through normal
daily system operations.
- Customer (i.e., End User) Name and Address:
A per request received for CNA services.
- ICB (Individual Case Basis): Additional ICB
charges will apply as appropriate.
- PIU (Percent of Interstate Usage) Allocation
of Charges: The Customer provided PIU factor
will be utilized for the allocation of
charges to the appropriate jurisdiction when
a service cannot be specifically identified
as interstate or intrastate. The ▇▇▇▇
Rendering service will allocate on a 50% PIU
basis when both intestate and intrastate
Customer services are present on the End
User's ▇▇▇▇.
2.2. Customer ▇▇▇▇ Format
2.2.1. Requirements for Customer Billing Statements
(ASBS)
Statements for Billing and Collection
Services will be issued separately from
access bills, and will include, but not be
limited to, the following:
2.2.1.1. All billed amounts detailed by rate
element by jurisdiction, and
associated with the period in which
they were incurred.
2.2.1.2. Adjustments (volumes and expenses)
to billed amounts, in sufficient
detail to permit the Customer to
identify the reason for adjustment,
the time period affected (with each
adjustment broken out for the
specific month covered),
interstate/intrastate jurisdiction,
and rate element.
2.2.1.3. Charges will be identified by type
of service category and by
interstate/intrastate jurisdiction.
2.2.1.4. Taxable/Surcharge amounts and
percent of tax/surcharge amounts
will be identified by state and
local jurisdiction.
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT
These statements are produced through the
Ancillary Service Billing System (ASBS).
2.2.2. Overall Identification Requirements for Customer
Billing Statements
Each Customer Billing Statement will contain the
following overall identification information:
- Company: Name of Customer.
- ▇▇▇▇ Date: The date the statement is
created.
- State: The state in which the Billing and
Collection Service were performed.
- ▇▇▇▇ Period From and Through Dates: Period
of time in which the service was provided.
- Type of Account: The identification of the
type of account covered by the statement
should read "Ancillary Services Billing
System".
- Originating Company Code: The name that
uniquely identifies the Local Exchange
Company issuing the statement (if
applicable).
2.2.3. Detail of Adjustment Requirements for Customer
Billing Statements
Each Customer Billing Statement will contain the
following Details of Adjusted Amounts by Rate
Element:
- Adjusted Date: The date the adjustment was
applied.
- Adjustment Phrase: Description of the type
of adjustment. Includes the previous billing
period from and through dates to which the
adjustment applies (month by month
specific).
Also includes the specific rate element
being adjusted.
- Adjustment Amount/Volume Rate-Intrastate:
The amount, volume and rate of the
adjustment to intrastate charges.
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SWBT
2.2.4. SWBT reserves the right, from time to time,
to change the format of its Customer Billing
Statement.
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
PB, NB
SECTION 3 - APPLICABLE FOR:
- PACIFIC ▇▇▇▇ (PB)
- NEVADA ▇▇▇▇ (NB)
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
PB/NB
(SECTION 3.0 IS APPLICABLE ONLY TO PACIFIC ▇▇▇▇ AND NEVADA ▇▇▇▇ ONLY)
3.0 CARRIER BILLING REQUIREMENTS
3.1. Pacific/Nevada shall ▇▇▇▇ Customer via the Carrier Billing
Statement for services rendered in accordance with the charges
outlined in this Agreement.
3.1.1. Invoicing to Customer shall be on a monthly basis.
Each Carrier Billing Statement shall be for
approximately 30 days depending upon data processing
cutoff dates used by Pacific/Nevada.
3.1.2. Detail of the charges shall be included on
Pacific's/Nevada's Carrier Billing Statement by rate
element as shown in the Rate Schedule (Exhibit A).
3.1.3. Pacific's/Nevada's Carrier Billing Statement shall be
mailed to Customer via overnight mailing services or
NDM as mutually agreed to by the Parties. Copies
shall be provided only as mutually agreed to by
Pacific/Nevada and Customer. Customer shall receive
the Carrier Billing Statement no later than 22 days
prior to the billing due date.
3.1.4. Billing information shall be segregated between
interstate and intrastate. Pacific/Nevada shall
calculate the current applicable Percent of
Interstate Usage (PIU) using the most current actual
usage when applying PIU.
3.1.5. The Carrier Billing Statement shall be provided in
the following format:
3.1.5.1. Pacific's/Nevada's Carrier Billing Statement
shall include all charges billed to Customer
for services provided under this Agreement.
Only those rate elements that are billed by
Pacific/Nevada for Customer shall be
included on the Carrier Billing Statement.
For example, if Pacific/Nevada does not
provide "inquiry" for Customer, that rate
element shall not be shown on the Carrier
Billing Statement. If a service is normally
provided by Pacific/Nevada, the appropriate
rate element(s) shall be shown on the
Carrier Billing Statement whether or not
applicable for a billing period.
3.1.5.2. The detail of adjustments shall be provided
to Customer when applicable. This
information shall include the
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
PB/NB
category adjusted, a short description of
the adjustment, the ▇▇▇▇ period, applicable
rates an units, jurisdiction of the
adjustment (i.e., interstate or intrastate)
and the original Carrier Billing Statement
number to which the adjustment is being
made.
3.1.5.3. Where appropriate, any charges for
developmental work made on behalf of
Customer shall be based on the applicable
hourly rate as set forth in the Rate
Schedule (Exhibit A).
3.1.5.4. A separate amount shall be shown for
interstate (which includes international)
and intrastate.
3.1.5.5. Outside collection agency fees shall be
included. Pacific/Nevada shall prorate such
agency fees to Customer as a percent of
total fees paid by Pacific/Nevada to outside
collection agencies in a given month. This
percent is based on the ratio of Customer
"recovered dollars" collected on behalf of
Pacific/Nevada against the End User's Single
Balance Due. The term "recovered dollars"
refers to the amount of outstanding End User
charges which have been collected by the
outside collection agency on behalf of
Pacific/Nevada.
3.1.5.6. The Carrier Billing Statement total includes
all outstanding amounts due from Customer.
3.1.5.7. Pacific/Nevada reserves the right from time
to time, to change the format of the
Customer Billing Statement.
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
SECTION 4 - APPLICABLE FOR:
- AMERITECH
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
(SECTION 4.0 IS APPLICABLE ONLY TO AMERITECH ONLY)
4.0 SETTLEMENT TERMS
4.1 Net Purchased/Collected Amount Due Customer
4.1.1 Formula for Calculation of the Net Purchase/Collected
Amount Due Customer
The Ameritech Operating Company (AOC) will use the
following formula for the calculation of the Net
Purchase/Collected Amount Due Customer for the
Purchase/Collection of Accounts Receivable:
Total Revenue Accepted
+ Total Billed Taxes/Surcharges (AOC-generated)
+/- Recoursed Adjustments, Duplicates, Unbillables
and Rebills
- Anticipated Uncollectibles
+/- Uncollectible Settlement True-Up
+/- Reserve for Recoursed Adjustments
- Gross Receipts Tax (if applicable)
-----------------------------------------------
= Net Purchased/Collected Amount Due Customer
A. Total Revenue Accepted
Customer will provide data sets or transmissions to the AOC on
a prearranged schedule. The AOC edits the data sets for
untimely messages. The AOC also edits to assure the data sets
balance to totals predetermined by Customer and supplied in
the data set trailer records.
If there are no edit errors found in the pack header or
trailer records, individual message records are edited for
acceptability. The AOC purchases all the message records in
the pack that are determined to be acceptable.
The revenue on the Purchase/Collection of Accounts Receivable
Statement(s) will include all revenues accepted from the
transmissions for a specific journal month.
The revenue on the Purchase/Collection of Accounts Receivable
Statement(s) will include all revenues accepted from the
transmissions for a specific journal month.
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
B. Total Billed Taxes/Surcharges (AOC-generated)
Billed Taxes include all AOC-generated Federal, State, and
Local taxes and additional charges due to taxes that have been
billed to the End User. Surcharge amounts include all amounts
billed to the End User as directed by Customer.
C. Recoursed Adjustments, Duplicates, Unbillables, and Rebills
1. Recoursed Adjustments
Recoursed Adjustments are amounts that the AOC
removes from end user balances and charges back to
the Customer via a deduction on the
Purchase/Collection of Accounts Receivable Statement.
They may be initiated by the Customer or by the end
user and include, but are not limited to, adjustments
made to end user bills to correct the charges on
current or prior bills; lawfully billed amounts
removed from end user balances at the direction of
the Customer; and disputed billed amounts removed
from end user balances.
2. Discounts
Discounts are credits to an end user's account and
may apply on either an individual message basis or a
bulk basis. Discounts are subtracted on the
Purchase/Collection of Accounts Receivable Statement.
3. Unbillables
Unbillables are messages or invoices which remain
unidentified after standard AOC investigation (e.g.
messages from a billing telephone number where no
account can be found), messages with invalid data
which are detected after successful processing of the
transmission and which fail standard AOC correction
procedures (e.g. invalid NPA NXX ▇▇▇ combination) or
third number and/or collect messages received for
billing on an account which includes a "toll billing
exception" indicator.
4. Rebills
Rebills are End User messages or invoices that the
AOC bills again to the same or other End User
accounts after having adjusted the message amounts
and applicable taxes. The original messages written
off
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
resulted in an Adjustment to End Users' accounts and
Adjustment to the Purchase/Collection of Accounts Receivable
Statement. Therefore, the rebills must be added back into the
Purchase/Collection of Accounts Receivable Statement.
The Federal, State, or Local taxes associated with the rebill
would be included in the "Total Billed Taxes" portion of the
Purchase/Collection of Accounts Receivable Statement.
D. Uncollectible Bad Debt Allowance (for Bad Debt on Accounts
Which Have Received Final Bills)
The AOC will subtract on the Purchase/Collection of Accounts
Receivable Statement an amount for Anticipated Uncollectibles.
Anticipated Uncollectibles are estimated amounts representing
the portion of the Total Revenue Accepted, plus or minus Taxes
and Surcharges, Recoursed Adjustments, Duplicates,
Unbillables, and Rebills - which the AOC expects will
ultimately become Realized Uncollectibles.
Realized Uncollectibles are amounts lawfully billed to End
Users by the AOC, which, after standard intervals and
application of standard collection procedures, the AOC
determines to be impracticable of collection and which are
added to the AOC's Realized Uncollectible Accounts and
identified with Customer.
The AOC will determine the amounts for Anticipated
Uncollectibles by multiplying the Total Revenue Accepted, plus
or minus adjustments, by the Uncollectible Factor, rounded to
the nearest 1/100,000th. The Uncollectible Factor will be
determined as described in subsections 1 to 3 as follows:
1. Uncollectible Factor Initial Period (New Billing and
Collection Customer only)
At the time a new Customer orders Billing and
Collection Services, the AOC will determine the
Customer's Uncollectible Factor for the Initial
Period. The Initial Period shall be the first nine
months for which the Customer is provided Billing and
Collection Services if the ninth month is the last
month in a calendar quarter (i.e., March, June,
September, or December). If the ninth month is the
first or second month in a calendar quarter, then the
Initial Period shall
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
be the first eight or ten months for which the
Customer orders such service.
2. Uncollectible Factor - Subsequent Periods
At the end of the Initial Period that Billing and
Collection Services are provided to the new Customer,
and at three-month intervals thereafter, the AOC will
revise the Uncollectible Factor to be used in
determining the Anticipated Uncollectible amounts for
the ensuing three-month period. Existing Customers,
who extend the term of their billing agreement(s),
will not begin a new nine-month initial period.
Rather, their existing Uncollectible Factor, as may
be updated at the previously established quarterly
intervals, will be carried forward to the new or
extended agreement. Where the AOC and Customer enter
into a new billing agreement, use of the existing
Uncollectible Factor and the previously established
quarterly intervals shall not be construed to
incorporate by reference any terms or conditions of
any previous
Billing and Collections agreement
between the AOC and Customer.
3. Calculation of the Uncollectible Factor
The Uncollectible Factor will be revised as follows:
(a) The AOC will determine the total amount of
all End User billing which, after standard
intervals and application of standard
collection procedures, was written off to
the Realized Uncollectible Accounts of the
AOC during the most recent three-month
period. This Realized Uncollectible amount
will reflect any payments, applicable
deposits, and accrued interest converted to
payments, or Recoursed Adjustments as
described in Section 4.1.1.C preceding,
which were applied during the most recent
three-month period to End User accounts
whose unpaid balances have been included in
the Realized Uncollectible amounts for the
same or earlier periods.
(b) This total Realized Uncollectible amount
will be used by the AOC in an apportionment
study to determine the Uncollectible Bad
Debt Allowance for each billing entity
during the three-month period. Apportionment
percentages used to determine each entity's
Realized Uncollectibles will be based on the
proportion of charges for those end
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
user accounts written off during the
three-month period.
(c) Customer's Realized Uncollectible amount in
the AOC for the most recent three-month
period will be divided by Customer's
Adjusted Revenue, in such AOC, plus or minus
adjustments, for the three-month period
ending six (6) months prior to the end of
the most recent three-month period. The
result of this calculation will be the
Uncollectible Factor to be used by the AOC
in the ensuing three-month period.
(d) This factor will be used by the AOC as
follows:
Months of Study Months Factor Applied
----------------------------------------------
OCT NOV DEC JAN FEB MAR
----------------------------------------------
JAN FEB MAR APR MAY JUN
----------------------------------------------
APR MAY JUN JUL AUG SEP
----------------------------------------------
JUL AUG SEP OCT NOV DEC
----------------------------------------------
E. Uncollectible Settlement True-Up
The AOC will true-up the difference between
the amount of Anticipated Uncollectibles
(Allowance for Uncollectibles) withheld and
the amount of Realized Uncollectibles which
actually resulted. The difference will be
the Uncollectible Settlement True-Up. If the
Realized Uncollectibles exceed the
Anticipated Uncollectibles, the difference
will be deducted from the Amount Due to the
Customer. If the Anticipated Uncollectibles
exceed the Realized Uncollectibles, the
difference will be added to the Amount Due
to the Customer.
The True-Up Settlement will be implemented
in the month following the end of the
Initial Period that Billing and Collection
Services are provided to a new Customer. The
AOC will subtract the sum of the Realized
Uncollectibles incurred during the Initial
Period from the sum of the Anticipated
Uncollectibles (Allowance for
Uncollectibles) which were withheld during
the period extending from the seventh
previous month back through the first month
of the initial period. The difference will
be the True-Up Settlement that will appear
on the Purchase/Collection of
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
Accounts Receivable Statement issued the
month following the end of the Initial
Period.
For example, if the Initial Period is
January through September, the True-Up
Settlement will be implemented on the
October Purchase/Collection of Accounts
Receivable Statement. The sum of the
Realized Uncollectibles for January through
September will be subtracted from the sum of
the Anticipated Uncollectibles for January
through March. The difference will be the
True-Up Settlement amount that will appear
on the October Purchase/Collection of
Accounts Receivable Statement.
After settling for the Initial Period, the
True-Up Settlement will continue on a
monthly basis. The amount of Realized
Uncollectibles for the first previous month
will be subtracted from the amount of
Anticipated Uncollectibles for the fourth
previous month. The difference will appear
on the Purchase/Collection of Accounts
Receivable Statement as the True-Up
Settlement for the fourth previous month.
For example, after settling for the Initial
Period on the October Purchase/Collection of
Accounts Receivable Statement, the True-Up
Settlement for the November
Purchase/Collection Statement will be
calculated as follows: The amount of
Realized Uncollectibles for October will be
subtracted from the amount of Anticipated
Uncollectibles for July. The difference will
be reflected on the November
Purchase/Collection of Accounts Receivable
Statement as the True-Up Settlement for
July.
F. Reserve Requirement
The AOC will apply the following procedures
in calculating the required reserve amount:
1. Until such time as the AOC has
established a Customer specific
uncollectible factor, the reserve
requirement will be based on no
less than fifty percent (50%) of
the largest one month's ▇▇▇▇▇▇▇▇
submitted to the AOC by the
Customer.
2. For Customers whose total
adjustments exceed 10% of the
Customer's billed (accepted)
revenues in any one (1) month or
should the Customer's
uncollectibles adjustments and/or
billed (accepted) revenues
fluctuate to an extent as to appear
unstable or insufficient to
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
cover projected write-offs, or
abruptly change the required
reserve amount will be calculated
as follows:
+ Total realized uncollectibles for the
current quarterly period x .667
+ The amount of adjustments experienced in
the prior three months of ▇▇▇▇▇▇▇▇ with
respect to live accounts
= Required Reserve Amount
3. The required reserve amount for
Customers not subject to procedures
defined in F.1 and F.2 above will
be established and maintained by
AOC as a current reserve and will
be determined by calculating the
total realized uncollectibles for
the current quarterly period x
.667.
4. Notwithstanding the above, AOC at
its sole discretion reserves the
right to increase the reserve
amount, if the Customer's
uncollectibles, adjustments, and/or
billable revenues fluctuate to such
an extent that the reserve no
longer appears sufficient to cover
the projected write-offs. This may
be accomplished by increasing the
bad debt allowance factor and/or by
withholding payments due to the
Customer, as AOC shall deem
necessary to cover the risk
involved or require the Customer to
fund the increased reserve amount.
AOC can satisfy the reserve
requirement for any AOC by netting
a customer's PAR from any other
AOC.
5. During the quarterly period, if the
required uncollectible reserve
amounts as defined above in Section
F (Reserve) differ from the total
Reserve currently held by AOC, a
true-up amount will be calculated.
This difference shall equal the
Reserve True-Up amount. AOC will
net the Reserve True-Up amount from
the Purchase of Accounts Receivable
Amount due the Customer. The
formula for the Reserve true-up is
as follows:
Reserve True-up Formula
+ Total Current Quarter's required reserve
amount
- Prior quarter's reserve amount held by AOC
------------------------------------------
36
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
= + Reserve True-Up Amount
-
A positive true-up amount will be due AOC
and a negative true-up amount will be due
the Customer.
AOC may continue to hold the Reserve amount
through the Final True-Up Upon Cessation of
Billing and Collection Services.
▇. ▇▇▇▇▇ Receipts Tax
Income from Accounts Receivable may be subject to a
State Gross Receipts Tax. If applicable, the Customer
will compensate the AOC for this additional tax
liability including a gross-up designed to offset the
additional tax liability caused by the reimbursement.
The AOC will calculate the Gross Receipts Tax amount
each ▇▇▇▇ month and subtract it in the calculation of
the Net Purchase/Collected Amount Due the Customer.
4.1.2 Final True-Up Upon Cessation of Billing and Collection
Services
For a period of one year after the AOC ceases to provide
Billing and Collection Services to Customer, the AOC shall
continue to determine Recoursed Adjustments as set forth in
Section 4.1.1.C preceding, which are made during this one-year
period. The AOC will also continue to determine the Realized
Uncollectible amounts that occur during this one-year period.
The AOC will continue to provide the Customer the Purchase of
Accounts Receivable Statement during this one-year period and
will pay any net amounts owed to Customer. If the "Net Due" is
negative, amounts are to be paid within twenty (20) calendar
days from the Customer's receipt of the Purchase of Accounts
Receivable Statement Date, interest will be charged at the
rate described in Paragraph 4.1.7.
A. Recoursed Adjustments
If a Reserve has not been established under Section
4.1.1.F in a sufficient amount to cover anticipated
Recoursed Adjustments, the AOC will subtract from the
last regular Purchase of Accounts Receivable
Statement(s) an amount for anticipated Recoursed
Adjustments during this one-year period. The AOC will
calculate the amount to be subtracted by multiplying
the total Recoursed Adjustments for the previous
twelve (12) months, as detailed on the
Purchase/Collection of Accounts Receivable
Statements,
37
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
times 25%. If in the AOC's discretion, the Reserve
established under Section 4.1.1.G preceding is
insufficient to cover anticipated Recoursed
Adjustments during this one year period, then the AOC
may increase the amount of the Reserve consistent
with the calculation under this Section 4.1.2.A.
This amount subtracted for anticipated Recoursed
Adjustments will be used on a monthly basis as an
offset against Recoursed Adjustments incurred by End
User accounts on behalf of Customer during the
one-year period. Customer may make additional
payments for anticipated Recoursed Adjustments.
After the one-year period has elapsed, the AOC will
determine the settlement amount by which the
Recoursed Adjustments exceeded or were less than the
anticipated Recoursed Adjustment. The AOC will
prepare a Settlement Statement one month after the
one-year period has elapsed which will reflect the
final settlement amount. The AOC will provide
Customer a copy of that statement and will make
available to Customer all documentation used in
preparation of the Settlement Statement.
The AOC will pay Customer the amount by which the
actual Recoursed Adjustments are less than the
anticipated Recoursed Adjustments or the Reserve
amount, as applicable. Customer will pay the AOC the
amount by which actual Recoursed Adjustments exceeded
the anticipated Recoursed Adjustments or Reserve
amount. Amounts owed are to be paid within twenty
(20) calendar days of receipt of the Settlement
Statement (Payment Date).
B. Uncollectibles
The true-up settlement will continue on a monthly
basis during the one-year period to settle for the
last six months of billing prior to the end of the
contract.
The AOC will make twelve (12) additional monthly
true-ups. For the first six (6) months, the AOC will
subtract the amount of Realized Uncollectibles from
the amount of Anticipated Uncollectibles held in
reserve. The difference will be included in the
True-Up Settlement Section on the Purchase of
Accounts Receivable Statement(s).
The AOC will pay the Customer the amount by which the
Anticipated Uncollectibles exceeded the Realized
Uncollectibles. The Customer will pay the AOC the
38
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
amount by which Realized Uncollectibles exceeded
Anticipated Uncollectibles.
At the end of the one-year period, the AOC will pay
the Customer the amount by which the Anticipated
Uncollectibles exceed the Realized Uncollectibles.
C. Special Anticipated Uncollectibles
The AOC may subtract from the last regular Purchase
of Accounts Receivable Statement(s) an amount for a
Special Anticipated Uncollectible amount. The AOC and
Customer will agree upon the amount to be subtracted.
This Special Anticipated Uncollectible Amount will be
used on a monthly basis as an offset against Realized
Uncollectibles incurred during the one-year period.
If the Special Anticipated Uncollectible Amount does
not occur before the one-year period has elapsed, the
AOC shall pay the Customer the Unused Special
Anticipated Uncollectible Amount.
D. Unbillables
The Unbillable Amount will be subtracted on a monthly
basis during the one-year period. The Unbillable
Amount will be included on the Purchase/Collection of
Accounts Receivable Statement(s).
E. Other Collection Fee
The Other Collection Fee (outside collection agency
fees) will continue to be included on the
Purchase/Collection of Accounts Receivable Statement
in the True-Up Settlement Section during the one-year
period.
F. Netting Against Reserve or Other Amounts Withheld
If the Reserve or any amount withheld for a specific
type of anticipated adjustments under Section 4.1.2
is exhausted during the one year true up period, the
AOC may net any amounts owed by Customer for such
anticipated adjustment against amounts withheld for
any other type of anticipated adjustment.
4.1.3 Statement of Amount Due the Customer
A Statement of Amount Due, e.g., the Purchase/Collection of
Accounts Receivable Statement, will be provided to the
Customer by the AOC on a monthly basis.
39
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
4.1.4 Payment Date
The payment of the Purchase/Collection of Accounts Receivable
Statement is paid once per month. The Payment Date is
calculated by adding to the transmission receipt the average
number of days to ▇▇▇▇ (15 days for Message Ready, 6 days for
Invoice Ready), then adding the lag days (43 days), and then
calculating a weighted average of the transmissions. (Refer to
Attachment I for an example of the Payment Date Calculation.)
If the calculated Payment Date is a Saturday, Sunday, or
AOC/Customer bank Holiday, payment for the Net
Purchase/Collected Amount will be due to the Customer as
follows:
A. If such Payment Date falls on a Sunday or on a
Holiday which is observed on a Monday, the Payment
Date shall be the first non-Holiday day following
such Sunday or Holiday.
B. If such Payment Date falls on a Saturday or on a
Holiday which is observed on Tuesday, Wednesday,
Thursday, or Friday, the Payment Date shall be the
last non-Holiday day preceding such Saturday or
Holiday.
4.1.5 Payment Method
Any payment to the Customer from the AOC may be paid by check,
or draft to the payee's lock box address, or by electronic
funds transfer to a designated bank account. Payment must
result in immediately available funds on the Payment Date. If
any portion of the Net Purchase/Collected Amount is received
by the Customer in funds that are not immediately available to
the Customer, then a Late Payment Penalty shall be due the
Customer. The AOC will have full responsibility for ensuring
that payment is received by the Payment Date.
4.1.6 Payment Detail
Any payment to the Customer from the AOC must identify the
Purchase/Collection of Accounts Receivable Statement being
paid.
4.1.7 Late Payment Penalty
If any portion of the Net Purchase/Collected Amount is
received by the Customer after the Payment Date, or if any
portion of the Net Purchase/Collected Amount is received by
the Customer in
40
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
funds which are not immediately available to the Customer,
then a Late Payment Penalty shall be due the Customer. The
Late Payment Penalty shall be the portion of the Net
Purchase/Collected Amount (as defined in Paragraph 4.1.1)
received after the Payment Date, times a late factor,
compounded daily for the number of calendar days from the
Payment Date to and including the date that the funds are made
available to the Customer. The factor for each day shall be
the lesser of:
A. The highest interest rate (in decimal value) which
may be levied by law for commercial transactions in
the State in which the AOC provides Billing and
Collection Services to the Customer, or
B. 0.000454 per day compounded daily, resulting in an
effective annual rate of 18%.
4.1.8 Late Payment Resulting from Bank Error
Any late payment resulting from bank error will not be subject
to the Late Payment Penalty provided the AOC can verify that
it was not at fault. Rather, the banks involved will resolve
the error. It is the responsibility of the AOC to notify the
banks involved and coordinate resolution of the error.
4.2 AMOUNT DUE THE AOC
4.2.1 General
A Statement of the Amount Due the AOC will be provided to the
Customer by the AOC on a monthly basis. The Amount Due the AOC
equals all appropriate Billing and Collection Services charges
billed under contract or any applicable tariffs. Access
charges are not to be considered a portion of the Amount Due
the AOC as part of this Agreement.
4.2.2 Payment Date
The Amount Due the AOC is due from the Customer on the same
date as the ▇▇▇▇ date but in the following month unless the
▇▇▇▇ is received by the Customer less than twenty (20)
calendar days prior to that date, in which case the due date
shall be twenty (20) calendar days after the Customer's
receipt of the ▇▇▇▇. It is the Customer's responsibility to
substantiate that a ▇▇▇▇ was received after the specified time
frame. If the Payment Date would cause
41
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
payment to be due on a Saturday, Sunday, or AOC/Customer/bank
Holiday, payment for the Amount Due the AOC will be as
follows:
A. If such Payment Date falls on a Sunday or on a
Holiday which is observed on a Monday, the Payment
Date shall be the first non-Holiday day following
such Sunday or Holiday.
B. If such Payment Date falls on a Saturday or on a
Holiday which is observed on Tuesday, Wednesday,
Thursday, or Friday, the Payment Date shall be the
last non-Holiday day preceding such Saturday or
Holiday.
4.2.3 Payment Method
Any payment to the AOC from the Customer may be paid by check
or draft to the payee's address (to be provided to the
Customer by the AOC) or by electronic funds transfer to a
designated bank account of the AOC (to be provided to the
Customer by the AOC). Payment must result in immediately
available funds on the Payment Date. If any portion of the
Amount Due to the AOC is received by the AOC in funds that are
not immediately available, then a Late Payment Penalty shall
be due the AOC. The Customer will have full responsibility for
ensuring that payment is received by the Payment Date.
4.2.4 Payment Detail
Any payment to the AOC from the Customer must identify the AOC
invoice being paid.
4.2.5 Netting of Amount Due AOC
4.2.5.1. AOC reserves the right to net against the Customer
accounts receivable purchases all Billing and
Collection Services which AOC has not received
payment on or prior to the Payment Date of the
statement detailing the amount due AOC.
4.2.5.2. Furthermore, AOC has the right to net outstanding
non-Billing and Collection Service charges, either
billed on the same Billing statement as Billing and
Collection Services charges or separately billed, to
the Customer's accounts receivable purchases for
those charges for which AOC has not received payment
on or prior to the Payment Date of the statement
detailing the amount due AOC. These non-Billing and
Collection Service charges
42
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
can include, but are not limited to, Account
Maintenance, Billing Name and Address, Mechanized
Data Gathering, Customer Name and Address, Customer
Name and Location, and On-Line Inquiry.
4.2.5.3. AOC may, at its sole discretion, process all future
Purchase of Accounts Receivable under netting. AOC
will apply any late payment penalty incurred by the
Customer. AOC will notify the Customer if such
netting is required.
4.2.5.4. Should the Customer fail to submit new ▇▇▇▇▇▇▇▇ in
the required weekly interval to offset the amount
due, AOC may apply the Customer's reserve amount to
offset the amount due and proceed with Termination of
Service, as defined in this Agreement.
4.2.6 Late Payment Penalty
Any payment received by the AOC after the Payment Date, or any
payment received in funds which are not immediately available
to the AOC on the Payment Date, will be subject to a Late
Payment Penalty. The Late Payment Penalty shall be the portion
of the Amount Due the AOC (as defined in Paragraph 4.1.1)
received after the Payment Date times a late factor,
compounded daily for the number of calendar days from the
Payment Date to and including the date that the funds are made
available to the AOC. The late factor for each day shall be
the lesser of:
A. The highest interest rate (in decimal value) which
may be levied by law for commercial transactions in
the State in which the AOC provides Billing and
Collection Services to the Customer, or
B. 0.000454 per day compounded daily, resulting in an
effective annual rate of 18%.
4.2.7 Late Payment Resulting from Bank Error
Any late payment resulting from bank error will not be subject
to the Late Payment Penalty provided the Customer can verify
that it was not at fault. Rather, the banks involved will
resolve the error. It is the responsibility of the Customer to
notify the banks involved and coordinate resolution of the
error.
43
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Ameritech
4.3 SETTLEMENT OF DISPUTED AMOUNTS
4.3.1 Notification of Disputed Amount
Either Party may dispute any portion of the Amount Due (as
defined in Paragraphs 4.1.1 and 4.2.1). Said Party shall
notify the other Party in writing of the nature and basis of
the dispute. The claim period shall be limited to six (6)
months from the issuance by AOC of the statement of Amount
Due.
4.3.2 Payment of Disputed Amount
Should the dispute not be resolved by the Payment Date, the
payer shall, notwithstanding the continuing existence of the
dispute, pay the billed amount in accordance with settlement
terms defined in Subsections 4.1 and 4.2, but said Party shall
reserve and have claim against the other Party for
reimbursement if the dispute is resolved at a later date in
favor of the claimant.
4.3.3 Ultimate Settlement of Disputed Amount
The Party receiving the notice of dispute shall have 30
calendar days from the notification date, or other mutually
agreed period, to process the claim and notify the claiming
Party of the claim status. Should the claim, in whole or in
part, ultimately be resolved in favor of the claimant, the
claiming Party shall be entitled to a financial settlement
from the other Party to the extent the claim was sustained. If
appropriate, interest on the financial settlement amount shall
be calculated and remitted as follows:
A. Interest will be calculated according to the late
factor described in Paragraphs 4.1.7 or 4.2.6 and
will include the period from the date such
overpayment/underpayment was made available to the
payee through the date that the
overpayment/underpayment was made available to the
payer.
B. After written notice to the claiming Party that the
claim has been sustained, the total amount of the
financial settlement shall be remitted no later than
31 calendar days following resolution.
4.3.4 Retention of Supporting Data Concerning Disputed Amount
Both parties shall retain such detailed information as may
reasonably be required for resolution of the disputed amount
during the tendency of the dispute.
44
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
Attachment I
Ameritech
Payment Date Calculation
The following example is for illustrative purposes only.
A B C D E F G H
---------------------------------------------------------------------------------
3/2/05 15 43 4/29/05 4/29/05 0 21,601.16 0.00
3/9/05 15 43 5/6/05 4/29/05 7 26,331.44 184,320.08
3/15/05 15 43 5/12/05 4/29/05 13 32,774.99 426,074.87
3/23/05 15 43 5/20/05 4/29/05 21 20,337.08 427,078.68
3/30/05 15 43 5/27/05 4/29/05 28 26,283.33 735,933.24
-------------------------
127,328.00 1,773,406.87
I 1,773,406.87 + 127,328.00 = 14
J 5/13/05 (Assuming 5/13/05 is not a weekend, holiday, etc.)
A Accepted Revenue Date
B Average Days to ▇▇▇▇ (15 days is used for Message Ready; 6 days is used
for Account Ready)
C Lag Days
D Payment Date (A + B + C)
E Earliest Payment Date Received
F D-E
G Revenue by Tape
H Weighted Tape (F x G)
I Total Weighted Tape/Total Tape Revenue
J Payment Date all Tapes (E + I)
45
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SNET
SECTION 5 - APPLICABLE FOR:
- SOUTHERN NEW ENGLAND TELEPHONE (SNET)
46
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SNET
SECTION 5.0 IS APPLICABLE ONLY TO SOUTHERN NEW ENGLAND TELEPHONE.)
5.0 SETTLEMENT TERMS
5.1. Amount Due Customer
Accounts Receivable - Southern New England Telephone (SNET)
will purchase accounts receivable for messages billed to
Customer end user accounts billed under this Agreement in
accordance with the provisions of this Section 5.
5.1.1. Formula for Calculation of Amount Due Customer
SNET will use the following formula for calculation
of the dollar amount due Customer for the purchase of
accounts receivable prior to netting of the Billing
Services Charges:
Amount of Rated Messages Received
+/- Recourse Adjustments
- Uncollectible Bad Debt Allowance
+/- Quarterly Uncollectible True-up Amount
- Unbillables
+ Federal Excise Tax (if Customer to remit
directly)
+ Connecticut State Sales Tax (Customer required to
remit)
--------------------------------------------------------------
= Amount Due Customer
Where:
A. Amount of Rated Messages Received is the
amount of the messages received by SNET from
Customer for billing.
B. Recourse Adjustments are the amounts debited
or credited for end user adjustments in
accordance with SNET' Inquiry Procedures,
plus any Customer initiated adjustments.
47
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SNET
C. Uncollectible Bad Debt Allowance is an
amount deducted on the Purchase of Accounts
Receivable Statement to compensate for
losses resulting from failure of the end
user to pay final ▇▇▇▇ amounts due.
Derivation of the Uncollectible Bad Debt
Allowance is set forth in Section 5.1.2
below.
D. Quarterly Uncollectible True-up Amount
reflects the amount by which the
Uncollectible Bad Debt Allowance differs
from the net realized uncollectibles.
E. Unbillable messages are messages that cannot
be posted to an end user account.
F. Amount Due Customer represents the Net
Purchase amount for Accounts Receivable.
5.1.2. Derivation of Uncollectible Bad Debt Allowance
For each purchase of accounts receivable, SNET shall
subtract from the total accounts receivable an amount
for uncollectibles, subject to the following process:
A. Initial Factor
The uncollectible percentage will be 5.00%
for the first three (3) full quarters of
billing. At the end of the third full
quarter of billing, a true-up will be
performed and a new factor will be
calculated, and shall be revised for each
calendar quarter thereafter.
B. Factor Calculation
B.1) Except as provided in B.2 below,
the uncollectible factor will be
determined by dividing Customer's
realized uncollectible by
Customer's total end user revenue
billed for the prior quarter net of
adjustments.
B.2) If 900 Service messages received
for processing represent thirty
percent (30%) or more of the total
volume of messages received for
processing (without editing) during
a given calendar month then the
uncollectible factor shall be ten
percent (10%) or the factor
calculated pursuant to B.1
48
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SNET
above, if the factor calculated
pursuant to B.1 above is greater
than ten percent (10%).
C. Total Realized Uncollectible
The total realized uncollectible is the
amount of final customer bills remaining
unpaid after SNET's standard collection
efforts are completed. (Deposits held by
SNET are applied to final bills when
rendered.) This amount reduced by any
payments received by SNET for outstanding
uncollectibles from prior periods equals the
total net realized uncollectible.
D. Net Realized Uncollectible
Customer's net realized uncollectible is
computed monthly by applying an
apportionment percentage for Customer as
determined by SNET's monthly uncollectible
apportionment study to the total realized
uncollectible for the month.
E. Factor Development
The following table reflects the months used
in the uncollectible bad debt factor
development and months to which such factor
shall apply.
Uncollectible Total Amount Billed
Realized (Net Adjustments) Factor Applied
for months of: for months of: to months of:
-------------- ------------------- --------------
Oct, Nov, Dec Jul, Aug, Sep Jan, Feb, Mar
Jan, Feb, Mar Oct, Nov, Dec Apr, May, Jun
Apr, May, Jun Jan, Feb, Mar Jul, Aug, Sep
Jul, Aug, Sep Apr, May, Jun Oct, Nov, Dec
If the factor calculated pursuant to section
5.1.2.B.1 is above ten percent (10%), this higher
factor shall remain in effect for a given quarter and
shall not be reduced to ten percent (10%) until the
calculated uncollectible factor is less than or equal
to ten percent (10%) for three consecutive months.
5.1.3. Uncollectible True-up
5.1.3.1. Except as otherwise provided in 5.1.3.2
below, if the net realized uncollectibles
differ from the factored amount
49
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SNET
withheld from billed revenues, a true-up
amount shall be calculated and either billed
or remitted to the Customer, as appropriate.
The true-up amount shall be calculated by
the end of the month following the close of
each quarter.
5.1.3.2. If 900 Service messages received for
processing represent thirty percent (30%) or
more of the total volume of messages
received for processing (without editing)
during a given calendar month (900 first
month of purchase) then the total of all
uncollectible bad debt allowance amounts
shall be accrued for twelve (12) months.
This twelve (12) months of allowance amounts
shall be compared to the total amount of
Customer's realized uncollectibles for all
months prior to the true-up. The true-up
shall be calculated on the twenty-fourth
(24th) month following the 900 first month
of purchase. Subsequent true-ups shall be
calculated every twelve (12) months for the
prior twelve (12) month period.
5.1.4. Final True-ups at Termination
5.1.4.1. Upon termination of this Agreement, SNET
shall withhold additional amounts thereby
establishing a reserve to offset any service
related costs and/or charges that may occur
after settlement of Customer's final
submission of Contract Messages. If the
uncollectible bad debt allowance withheld
for the Quarter prior to termination notice
is less than the highest amount withheld
during any Quarter during the previous
eighteen (18) months, SNET shall reduce the
Final purchase of accounts receivable by the
difference. During the period of one (1)
year following the settlement of Customer's
final submission of messages, SNET shall
subtract from the reserve amount any
subsequent service related charges and/or
Customer's Net Realized Uncollectible
amounts. In the event that the service
related charges and/or Customer's Net
Realized Uncollectible amounts exceed the
reserve during such one (1) year period,
SNET shall invoice Customer for such excess.
SNET shall, one (1) year following the
settlement of Customer's final submission,
provide Customer with a final accounting and
remit any remaining amounts withheld or
shall invoice Customer as appropriate.
5.1.5. Payment Date
50
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SNET
5.1.5.1 The date and revenue value of all Casual
Billing transmissions (accepted messages)
will be tracked by SNET from the first
through the last day of each calendar month.
The revenue value of Casual Billing
transmissions received on each day of the
month will be multiplied by the day (date)
of the month that the transmission is
received, plus one (1), to determine a
weighted revenue value for all
transmissions. At the end of each calendar
month, the weighted revenue value of all
Casual Billing transmissions for the month
will be divided by the actual revenue value
of all Casual Billing transmissions for the
month. The result, using conventional
rounding, will be the Average Transmission
Receipt Date for the month. The cash lag
time period referenced above will be added
to each month's Average Transmission Receipt
Date to determine the actual date of Payment
(wire transfer) from SNET for each month's
total transmissions. A copy of the Average
Transmission Receipt Date calculation,
including the Obligation ID and Serial
Number of all transmissions received, will
be attached to the PAR. For Casual Billing
customers who provide only one transmission
in a calendar month, the transmission
receipt date alone will be utilized to
calculate the Payment Date, and the formula
referenced above will not apply.
5.1.6. Payment Method
Any payment to the Customer from SNET will be
transmitted by SNET to Customer such that the funds
will be available to Customer on the payment date.
5.1.7. Assignment of Accounts Receivable
Customer is prohibited from assigning, transferring,
selling, exchanging, or giving the accounts
receivable to any other entity or person. Any such
assignment, transfer, sale, exchange or gift is null
and void and will subject Customer to all
liabilities, expenses, costs including attorney's
fees expended and incurred by SNET in pursuing
exclusive ownership to the accounts receivable.
5.2. Amount Due SNET
5.2.1. Calculation of Amount Due SNET
The amount due SNET is calculated based on the rates
contained in Exhibit A, multiplied by the appropriate
unit amounts for each month plus any applicable
taxes.
51
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit B
SNET
5.2.2. Netting Process
SNET shall deduct the amount due SNET from Customer as
calculated in Section 5.2.1. above from the amount due
Customer from SNET as described in Section 5.1. of this
Exhibit.
Furthermore, SNET has the right to net outstanding non-Billing
and Collection Service charges, either displayed on the same
billing statement as Billing and Collection Services charges
or separately billed, to the Customer's accounts receivable
purchases for those charges for which SNET has not received
payment on or prior to the Payment Date of the statement
detailing the amount due SNET. These non-Billing and
Collection Service charges can include, but are not limited
to, Account Maintenance, Billing Name and Address, Mechanized
Data Gathering, Customer Name and Address, Customer Name and
Location, and On-Line Inquiry.
52
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
EXHIBIT C
BILLING AND COLLECTION SERVICES:
INVOICE BILLING SERVICE
REVISED MAY 25, 2001
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
TABLE OF CONTENTS
1.0 DESCRIPTION OF INVOICE BILLING AND COLLECTION SERVICES..................1
2.0 TRANSMISSION............................................................1
3.0 UNBILLABLES.............................................................2
4.0 TAXES...................................................................2
i
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit C
Ameritech, SWBT, PB, NB
NOTE: Invoice Billing is not available in Southern New England Telephone.
1.0 DESCRIPTION OF INVOICE BILLING AND COLLECTION SERVICES
1.1. Invoice Billing and Collection Services consist of End User
billing data records that have been invoice prepared and sent
to SBC Telco as an End User invoice. The invoice will contain
call detail that has been rated by the Customer and/or summary
records which may contain credits, adjustments, promotions,
discounts, other charges and taxes that have been calculated
by the Customer. SBC Telco will not be required to perform any
additional calculations on the Customer portion of the End
User ▇▇▇▇.
1.2. SBC Telco maintains the sole right to modify and/or require
▇▇▇▇ presentation formats in a manner consistent with SBC
Telco's own ▇▇▇▇ presentation format.
2.0 TRANSMISSION
2.1 The Customer will transmit invoices in synchronization with
the End User's billing cycle as assigned by SBC Telco. SBC
Telco will not be required to alter existing cycles. The
Customer will transmit invoices no less than five (5) calendar
days prior to SBC Telco's scheduled End User billing period
dates (e.g., End User ▇▇▇▇ period 2/22/05 should be
transmitted no later than 2/18/05).
2.2 Upon receipt of the invoices, SBC Telco will process them in
such a way that they may be incorporated with an End User's
next ▇▇▇▇ from SBC Telco according to SBC Telco's normally
scheduled billing cycle.
2.3 If SBC Telco receives transmissions from the Customer for End
Users who do not fall in SBC Telco's next billing cycle, SBC
Telco will hold the Customer invoice for that End User until
the appropriate billing cycle.
2.4 SBC Telco is to reroute the invoices to the correct SBC Telco
billing cycle if the Customer has routed them to the incorrect
SBC Telco billing cycle.
2.5 Invoice formatted messages will not be forwarded to SBC Telco
with non-invoice formatted messages. If the Customer submits
messages for both invoice and non-invoice presentation on the
end user ▇▇▇▇, a separate entity (CIC Code) will be required
for each.
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CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇, ▇▇
3.0 UNBILLABLES
3.1 For purposes of invoice billing error investigation, the
invoice will not be split apart by SBC Telco if some of the
messages are billable and some are not. The entire invoice
will be returned to the Customer with the appropriate error
code.
4.0 TAXES
4.1 The Customer will apply all applicable taxes to the End User
invoice data. SBC Telco will not calculate additional taxes on
the Customer invoice data. SBC Telco will ▇▇▇▇ the End User in
the format provided by the Customer within its invoice.
4.2 The Customer acknowledges that SBC Telco will not maintain tax
reports for invoice billing. The Customer is solely
responsible to maintain all required tax information within
their own system.
4.3 SBC Telco will remit payment to the Customer for the collected
taxes as part of the purchase of accounts receivables payment.
4.4 Billed Taxes are defined for invoice billing to represent the
billed taxes (federal, state, and local) associated with all
the Customer revenue amounts included in the transmission. The
Customer is responsible for determining, calculating, and
advising SBC Telco of all taxes.
MAY 2001
2
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
EXHIBIT D
BILLING AND COLLECTIONS:
THRESHOLDS
REVISED DECEMBER 9, 2002
CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
TABLE OF CONTENTS
Page
1.0 Southwestern ▇▇▇▇, Pacific ▇▇▇▇, Ameritech...........................1
2.0 Nevada ▇▇▇▇ and SNET.................................................1
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit D
1.0 SOUTHWESTERN ▇▇▇▇, PACIFIC ▇▇▇▇, AMERITECH
Complaint thresholds are measured using the number of complaints from
Customer's End Users that are recorded by the SBC Telco's business
offices. The complaint threshold for the above SBC Telcos is as
follows:
Bills Rendered Per Month Complaint Percentage
------------------------ --------------------
80,000 bills rendered or less 0.5%
80,001 - 300,000 bills rendered 0.2%
300,001 + bills rendered 0.1%
The formulas for determining specific complaint thresholds will be
calculated by multiplying the number of bills rendered by the
appropriate percentage. Therefore, the number of allowable complaints
for each category would be as follows:
1. 80,000 bills rendered or less will have a range of 0 - 400
complaints per month for two out of every three consecutive
months.
2. 80,001 - 300,000 bills rendered will have a range of 401 - 600
complaints per month for two out of every three consecutive
months.
3. 300,001 + bills rendered will have a range beginning with 601
complaints per month for two out of every three consecutive
months.
2.0 NEVADA ▇▇▇▇ AND SNET
To be determined
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
EXHIBIT E
BILLING AND COLLECTION SERVICES:
MARKETING MESSAGES
REVISED MAY 2001
CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
TABLE OF CONTENTS
Page
1.0 General Information.................................................1
2.0 Warranty............................................................1
3.0 Charges.............................................................2
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit E
1.0 GENERAL INFORMATION
1.1 Billing and Collection Customers can direct promotional,
informational or legally required communications/messages to
their End Users.
1.2 The messages that may be printed are the Customer messages
that comply with SBC Telco requirements. SBC Telco reserves
the right, at its sole discretion to reject any Marketing
Message which in SBC Telco's opinion does not conform to the
requirements or is advertising a service competitive with a
service offered by SBC Telco or one of its affiliates.
1.3 Customer is limited to two (2) Marketing Messages per End
User's monthly ▇▇▇▇.
1.4 SBC Telco will exercise all reasonable efforts to accommodate
an accelerated time frame for acceptance of the Customer
Marketing Message that is mandated by any governmental
authority with appropriate jurisdiction.
1.5 All information submitted to SBC Telco pursuant to the
Marketing Messages procedures as described herein are
confidential to the Customer prior to inclusion on the End
User ▇▇▇▇ and will be treated by SBC Telco in a manner
consistent with Exhibit F of this Agreement.
2.0 WARRANTY
2.1 If a Marketing Message is omitted from all or a portion of the
applicable End User invoice, and if such omission is due to
the fault or negligence of SBC Telco, SBC Telco will include
the Marketing Message on the next month's ▇▇▇▇ following
discovery by SBC Telco of the omission. The Customer will
timely retransmit the omitted Marketing Message upon
notification to do so from SBC Telco in order for SBC Telco to
include it on the next month's bills.
2.1.1 If due to the time sensitivity of the original
marketing Message, that is, having for its principle
subject some imminent event (e.g., Mother's Day), and
the foregoing remedy will not result in the End Users
receiving the Marketing Message before the occurrence
of such event, and accordingly the Customer does not
desire to utilize the Marketing Message in the next
mailing, the Customer will not send the Marketing
Message.
2.1.2 This Section 2.0 will constitute the Customer's sole
and exclusive remedy for the omission of a requested
Marketing Message from all or a portion of its End
User invoices.
2.2 The Customer agrees to defend, indemnify, and hold SBC Telco,
its officers, directors, and employees harmless from and
against all loss, cost, liability, claims,
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit E
demands, actions, penalties, and damages, including but not
limited to attorneys' fees and costs, resulting from or
arising in connection with the Customer's Marketing Messages
including but not limited to claims or actions for defamation,
trademark, or trade secret infringement, invasion of privacy,
or use of false, deceptive, or misleading advertising or
practices.
2.3 SBC Telco assumes no responsibility for reviewing or editing
the Customer's Marketing Message.
2.4 In the event SBC Telco misprints a Marketing Message, SBC
Telco will use reasonable efforts to correct the error before
the Marketing Message is mailed and at no charge to the
Customer. The Customer will timely retransmit the misprinted
Marketing Message upon request from SBC Telco if it will help
SBC Telco in correcting the error prior to mailing. If a
Marketing Message is mailed with a material error caused by
SBC Telco, at the Customer's request SBC Telco will in order
to correct the error, mail a corrected version of the
Marketing Message as retransmitted by the Customer and as
agreed upon by both Parties in writing on the next month's
▇▇▇▇ following discovery by SBC Telco of the misprint. There
will be no charge to the Customer for the SBC Telco
activities. The corrected version of the Marketing Message
will not impact the space available to the Customer for
Marketing Message text.
3.0 CHARGES
3.1 The rates for Marketing Messages will be charged in accordance
with the rate elements as provided in Exhibit A of this
Agreement.
3.2 The Customer will be charged for all Marketing Messages after
the service has been provided and the charges will be included
in the Customer's monthly carrier billing statement. All
charges for Marketing Messages are subject to the Late Payment
Charges.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
EXHIBIT F
BILLING AND COLLECTIONS:
PROPRIETARY INFORMATION
REVISED JUNE 2001
CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
TABLE OF CONTENTS
Page
1.0 Overview................................................................1
2.0 Identification of Proprietary Information Covered by This Exhibit.......1
3.0 Handling of Proprietary Information.....................................1
4.0 Proprietary Information Not Subject to Handling Restrictions............2
5.0 Permitted Uses..........................................................3
6.0 SBC Telco Non-Published Telephone Numbers...............................3
7.0 Filings with PUCs or Other Regulatory Agencies..........................3
8.0 Applicability of Statutes, Decisions and Rules..........................4
Schedule 1..............................................................5
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit F
1.0 OVERVIEW
It is recognized by the Parties that, in connection with the B&C
Services to be provided by the SBC Telcos, the SBC Telcos and the
Customer will have in their possession and control information in the
form of data, records, reports, computer programs, end user customer
lists and other documentation some of which is proprietary to the SBC
Telcos, the Customer, to both, or to other entities and which is
considered confidential (hereinafter, "Proprietary Information").
2.0 IDENTIFICATION OF PROPRIETARY INFORMATION COVERED BY THIS EXHIBIT
The types or categories of the Parties' Proprietary Information
intended to be covered by and protected under Exhibit F, and which is
limited to information provided under the terms of this Agreement, are
specifically designated by each Party in Schedule 1 of Exhibit F. For
the purpose of defining the respective duties and obligations
hereunder, the information set forth in Schedule I of Exhibit F is
categorized and defined as follows:
A. SBC Telco Proprietary Information (Exhibit F, Schedule 1,
Section I) -- that which is proprietary to the SBC Telcos and
will not be used by the Customer, except as necessary for the
Customer to perform its obligation under this Agreement or as
may otherwise be consented to in writing by the SBC Telcos.
B. The Customer's Proprietary Information (Exhibit F, Schedule 1,
Section II) -- that which is proprietary to the Customer and
will not be used by the SBC Telcos, except as necessary for the
SBC Telcos to perform its obligations under this Agreement or
as may otherwise be consented to in writing by the Customer.
3.0 HANDLING OF PROPRIETARY INFORMATION
Except for information not subject to the terms and conditions herein
because of its prior disclosure of permitted or consented disclosure as
described below, Proprietary Information of one Party ("Disclosing
Party") that is possessed by the other Party ("Receiving Party"), shall
be treated in accordance with the following terms and conditions:
A. The Receiving Party shall put in place and strictly enforce
(using all of its prerogatives, including appropriate
disciplinary action or termination of employment of its
employees or agents) procedures to ensure that its employees or
agents are aware of and fulfill the obligation under Exhibit F
to hold the Disclosing Party's Proprietary Information in
confidence.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit F
B. Proprietary Information, consistent with the terms herein,
will be held in confidence by the Receiving Party and its
employees or agents; shall be treated with the same degree of
care as the Receiving Party would treat its own Proprietary
Information and, consistent therewith, shall not be disclosed
to third parties; shall be used only for the purposes stated
herein; and may be used or disclosed for other purposes, only
upon such terms and conditions as may be mutually agreed upon
by the Parties in writing.
C. Each Party acknowledges that a Party's Proprietary
Information, or third party information held by a Party, may
be commingled with Proprietary Information of the other Party.
Accordingly the Parties shall, to the extent practicable, use
good faith efforts to ensure that its own or third parties'
Proprietary Information shall be masked or rendered
mechanically inaccessible to the other Party. However, there
may be instances in which efforts to mask or screen such
Proprietary Information are impracticable, or in which
disclosure is inadvertent. In such instances, the Receiving
Party will neither use or disclose the Proprietary
Information, except as required to fulfill its obligations
under this Agreement.
D. Unless specifically directed otherwise by the requesting
authority, each Party agrees to give notice to the other
Party, prior to disclosure of Proprietary Information, of any
demand to disclose or provide Proprietary Information of said
other Party to other persons, under lawful process, prior to
disclosing or furnishing such Proprietary Information, and the
Party receiving the demand agrees to reasonably cooperate if
the other Party deems it necessary to seek protective
arrangements. A Party may provide Proprietary Information of
the other Party to implement, effect and enforce this
Agreement or the Party's tariffs; to meet the requirements of
a court, regulatory body or government agency having
jurisdiction over the Party; and will notify the Disclosing
Party so as to give the Disclosing Party a reasonable
opportunity to object to such disclosure, unless the court,
regulatory body or government agency requests that the Party
not notify the other Party. Nothing in this Exhibit requires
either Party to support or not support the position of any
person or entity on the issue of whether any particular
Proprietary Information is proprietary under applicable law or
this Exhibit.
4.0 PROPRIETARY INFORMATION NOT SUBJECT TO HANDLING RESTRICTIONS
Notwithstanding any other provision of this Agreement, Proprietary
Information described in Schedule 1 of Exhibit F shall not be deemed
confidential or proprietary and the Receiving Party shall have no
obligation to prevent disclosure of such Proprietary Information if it:
A. Is already known to the Receiving Party without restriction as
to its confidentiality;
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit F
B. Is or becomes publicly known, through publications, inspection
of the product, or otherwise, and through no wrongful act of
Receiving Party;
C. Is received from a third party without similar restriction and
without breach of this Exhibit;
D. Is independently developed, produced, or generated by
Receiving Party;
E. Is furnished to a third party by the Disclosing Party without
a similar restriction on the third party's rights; or
F. Is approved for release by written authorization of the
Disclosing Party.
5.0 PERMITTED USES
Notwithstanding other provisions of this Exhibit, either Party may
provide, to the end user or any person the end user may designate
through written notification upon request, any information relevant to
the end user's account.
Notwithstanding Section 3.B of Exhibit F, the SBC Telcos or an SBC
Telco affiliate may use the Customer information, proprietary or
otherwise, to provide end user inquiry services and to estimate
facilities usage for jurisdictional separations, and for engineering
and network planning. Such affiliate will be bound by the terms of this
Exhibit.
6.0 SBC TELCO NON-PUBLISHED TELEPHONE NUMBERS
The Customer agrees that it will not disclose any non-published SBC
Telco end user telephone number to third parties (other than to the end
user, or to an agent of the Customer). The Customer may disclose a
non-published number to an agent for the purpose of contacting that end
user on the Customer's behalf, but the Customer shall bind the agent
not to disclose the number to anyone other than that end user. In
addition, the Customer will hold the SBC Telcos harmless from any
liability or loss resulting from the Customer's improper use of such
non-published numbers, and shall indemnify the SBC Telcos for such loss
including costs and fees of litigation.
7.0 FILINGS WITH PUCS OR OTHER REGULATORY AGENCIES
The Parties agree that this Agreement and its Exhibits will be filed in
those state jurisdictions that require such filings.
The Parties acknowledge that this Agreement and its Exhibits contain
commercially confidential information which may be considered
proprietary by either or both Parties, and agree to limit distribution
of the Agreement to those individuals in their respective
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit F
organizations with a need to know the contents of the Agreement. The
Parties further agree to seek (if possible) commercial confidential
status for the Agreement with any regulatory commission with which the
Agreement must be filed, and similarly seek such status should
commission staffs, or third parties require production of the Agreement
in regulatory proceedings.
8.0 APPLICABILITY OF STATUTES, DECISIONS AND RULES
Notwithstanding any other provision in this Agreement, a Party's
ability to disclose information or use disclosed information is subject
to all applicable statutes, decisions, and regulatory rules concerning
the disclosure and use of such information which, by their express
terms mandate a different handling of such information, including but
not limited to Section 222 of the 1996 Telecommunications Act and any
regulations promulgated pursuant thereto.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit F
SCHEDULE 1
PROPRIETARY INFORMATION
I. SBC TELCO PROPRIETARY INFORMATION
A. SBC Telco end user specific information, including SBC Telco
IntraLATA toll usage
B. Directory Advertising
C. SBC Telco specific account information and information
relating to services provided by the SBC Telco to the End
User.
D. SBC Telco IntraLATA WATS and 800 usage
E. End User information, which is defined as treatment history,
return check history, treatment exemption indication, credit
information, and credit class.
II. CUSTOMER PROPRIETARY INFORMATION
A. Customer end user PIC identification
B. Customer records submitted to the SBC Telcos for billing and
Customer specific reports regarding such records provided by
the SBC Telcos to Customer pursuant to this Agreement.
C. Customer's end user calling volumes and calling patterns
submitted under this Agreement.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
EXHIBIT G
BILLING AND COLLECTION SERVICES:
MISCELLANEOUS SERVICES
REVISED: OCTOBER 18, 2001
CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit G
TABLE OF CONTENTS
SOUTHWESTERN ▇▇▇▇ TELEPHONE:
Page
1.0 SERVICE ORDER ACTIVITY REPORT / ACCOUNT MARKING........................2
2.0 BILLING INFORMATION....................................................2
2.1 ▇▇▇▇ Data..............................................................3
2.2 Service Order Activity.................................................3
2.3 Unbillable Message Records.............................................3
2.4 CNA....................................................................3
3.0 MESSAGE DATA TRANSMISSION (CMDS).......................................4
PACIFIC ▇▇▇▇ AND NEVADA ▇▇▇▇:
4.0 BILLING INFORMATION....................................................7
4.1 ▇▇▇▇ Data..................:...........................................7
4.2 Unbillable message records.............................................7
4.3 CNL....................................................................8
5.0 MESSAGE DATA TRANSMISSION (CMDS).......................................8
AMERITECH:
6.0 SERVICE ORDER ACTIVITY REPORT / ACCOUNT MARKING.......................11
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit G
SWBT
SECTIONS 1 AND 2 - APPLICABLE FOR:
- SOUTHWESTERN ▇▇▇▇ TELEPHONE
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit G
SWBT
1.0 SERVICE ORDER ACTIVITY REPORT / ACCOUNT MARKING
Account Marking provides the Customer a report containing service order
(account) activity on End User accounts to whom SWBT has issued a ▇▇▇▇
on behalf of the Customer. The Customer must subscribe to Account
Marking in order to receive the Service Order Activity Report.
Charges for the Service Order Activity Report are assessed on a per
record basis. The charge associated with this report can be found under
the rate element of "Standard ▇▇▇▇ Billing Information" in Exhibit A.
2.0 BILLING INFORMATION
As ordered by the Customer, SWBT will provide Billing Information to
the Customer from SWBT's End User records, billing files and account
database.
Billing Information Services is the provision of information to the
Customer from SWBT record systems labeled as Customer Records
Information System (▇▇▇▇) and Customer Name and Address Bureau (CNA).
Such Billing Information Service will be limited to the provision of
information to the Customer relating exclusively to End User services
provided by the Customer. Information relating to services provided by
SWBT or any other entity will not be provided.
The Customer shall order Billing Information Services for the states
where it wishes to receive the services and shall specify how often it
wishes the services to be provided.
With each order, the Customer shall identify the authorized individual
and address to receive the Billing Information Service output. When CNA
information is requested, the Customer will identify in writing and
include the account codes assigned by SWBT of all authorized
individuals who will contact the CNA bureau.
The Customer shall take every effort to make sure that Billing
Information Service output is provided only to authorized personnel of
the Customer or third Parties performing billing services-related
business for the Customer. The Customer shall treat the information as
confidential and proprietary data, and will use the information only
for the purpose of providing billing services to its End Users.
The Customer shall be responsible for all contacts and inquiries from
its End Users concerning Billing Information Service.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit G
SWBT
SWBT's liability in the case of loss of data or information to be supplied to
the Customer shall consist only of SWBT's charges to the Customer for such data
or information.
Charges rendered to the Customer by SWBT for the Billing Information Services
will be included in SWBT payment process.
When the Customer has ordered ▇▇▇▇ Rendering Service, SWBT will provide billing
information from its ▇▇▇▇ records as follows if ordered by the Customer:
2.1 ▇▇▇▇ Data
▇▇▇▇ Data is a copy of the Customer's pages of the End User ▇▇▇▇,
billed by SWBT on behalf of the Customer.
2.2 Service Order Activity
Service Order Activity (SOA) consists of a report, which provides
information regarding activity on End User accounts, to which SWBT has
issued a ▇▇▇▇ on behalf of the Customer.
2.3 Unbillable Message Records
Unbillable message records are those Customer message records sent to
SWBT for billing which SWBT does not recognize as being associated with
a SWBT End User or has errored out of the system due to System edits.
2.4 CNA
Upon request of the Customer, SWBT will provide name and town
information from its CNA bureau. The CNA name and town data, but not
street address, will be provided only when the Customer needs the
information to authorize a call, to ▇▇▇▇ a call, or to handle an
emergency situation. The information will be provided on per-request
basis by voice telecommunications. Name, town and state will be
provided for a telephone number. A request includes the handling of one
call and providing the data for one telephone number.
SWBT will specify the location where requests are to be received and
the method in which the request is to be made.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit G
SWBT
If the name and address associated with the telephone number
is restricted due to the request of the End User, legal
authority or law enforcement agency, no Name or town location
will be provided.
3.0 MESSAGE DATA TRANSMISSION (CMDS)
5.1. SWBT will provide Message Data Transmission services to the
Customer as described in 3.2. below. This service will consist
of the transmission of rated Customer message records. SWBT
maintains the right to terminate without cause Message Data
Transmission services upon ninety (90) days written
notification to the Customer.
5.1. SWBT will provide the transmission of Customer message records
to CMDS I within five (5) business days from receipt of such
records. The Customer will submit such message records to a
location designated to the Customer.
5.1. SWBT will provide tracking and billing support data for the
Customer based upon "received from" and "sent to" entity
locations.
5.1. EMI formatted messages from the Customer are required to
provide Message Data Transmission. The EMI formatted records
must be delivered to a location specified by SWBT. It is the
responsibility of the Customer to maintain, for a minimum of
ninety (90) days from date of receipt by SWBT, a back-up file
of all call detail records provided to SWBT, to allow SWBT to
reconstruct lost records. If the Customer fails to maintain a
back-up file for reprovisioning of messages to SWBT throughout
the prescribed time frame, SWBT will not be liable for any
such lost records. For transmission from one SWBT location to
another SWBT location, the Customer message data determined to
be lost as a result of an error in SWBT's Message Data
Transmission service, will be recovered by SWBT and the
Customer's obligation to resupply the data has expired, SWBT
will estimate the messages' associated revenues as set forth
in Paragraph 5.4.8. of the Principal Agreement to this
contract.
5.1. In the event the Customer requests data that has previously
been successfully provided by SWBT, the data will be
reprovided to the Customer through the Time and Cost
procedure.
5.1. For transmission services between SWBT and CMDS I or an
Independent Exchange Company, SWBT's responsibility is limited
to transmitting the data and SWBT assumes no liability for
subsequent treatment of the data. The Customer is responsible
for ensuring all data is properly received and processed by
the receiving Exchange Company. Notwithstanding any
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit G
SWBT
other provision of the Agreement, the Parties agree that the
exclusive remedy for delayed transmission of the Customer's
message records, including messages of any third Party for
which the Customer acts as an agent, to CMDS I or to an
Independent Exchange Company, will not exceed the cost SWBT
charges the Customer to provide the transmission related to
any such delayed message records.
5.1. Charges for Message Data Transmission services are included in
the rate element for Data Transmission - CMDS and will be
included in the SWBT payment process.
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit G
PB and NB
SECTION 3 - APPLICABLE FOR:
- PACIFIC ▇▇▇▇
- NEVADA ▇▇▇▇
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit G
PB and NB
4.0 BILLING INFORMATION
As ordered by the Customer, SBC Telco will provide Billing Information
to the Customer from SBC Telco's End User records, billing files and
account data base.
Billing Information Services is the provision of information to the
Customer from SBC Telco record systems such Billing Information Service
will be limited to the provision of information to the Customer
relating exclusively to End User services provided by the Customer.
Information relating to services provided by SBC Telco or any other
entity will not be provided.
The Customer shall order those Billing Information Services for the
states where it wishes to receive the services and shall specify how
often it wishes the services to be provided.
With each order, the Customer shall identify the authorized individual
and address to receive the Billing Information Service output. When
Customer Name and Location (CNL) information is requested, the Customer
will identify in writing and include the account codes assigned by SBC
Telco of all authorized individuals who will contact the CNL bureau.
The Customer shall take every effort to make sure that Billing
Information Service output is provided only to authorized personnel of
the Customer or third Parties performing billing services-related work
for the Customer. The Customer shall treat the information as
confidential and proprietary data, and will use the information only
for the purpose of providing billing services to its End Users.
The Customer shall be responsible for all contacts and inquiries from
its End Users concerning Billing Information Service.
When the Customer has ordered ▇▇▇▇ Rendering Service, SBC Telco will
provide billing information from its ▇▇▇▇ records as follows if ordered
by the Customer:
4.1 ▇▇▇▇ Data
▇▇▇▇ data is a copy of the Customer's pages of the End User
▇▇▇▇, billed by SBC Telco on behalf of the Customer.
4.2 Unbillable message records
Unbillable message records are those Customer message records
sent to SBC Telco for billing which SBC Telco does not
recognize as being
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit G
PB and NB
associated with a SBC Telco End User or has errored out of the
system due to System edits.
4.3 CNL
Upon request of the Customer, SBC Telco will provide name and
town information from its CNL bureau. The CNL name and town
data, but not street address, will be provided only when the
Customer needs the information to authorize a call, to ▇▇▇▇ a
call, or to handle an emergency situation. The information
will be provided on per-request basis by voice
telecommunications. Name, town and state will be provided for
a telephone number. A request includes the handling of one
call and providing the data for one telephone number.
SBC Telco will specify the location where requests are to be
received and the method in which the request is to be made.
If the name and address associated with the telephone number
is restricted due to the request of the End User, legal
authority or law enforcement agency, no name or town location
will be provided.
5.0 MESSAGE DATA TRANSMISSION (CMDS)
5.1. SBC Telco will provide Message Data Transmission services that
will consist of the transmission of rated Customer message
records. SBC Telco maintains the right to terminate without
cause Message Data Transmission services upon ninety (90) days
written notification to the Customer.
5.2. EMI formatted messages from the Customer are required to
provide Message Data Transmission. The EMI formatted records
must be delivered to a location specified by SBC Telco. It is
the responsibility of the Customer to maintain, for a minimum
of ninety (90) days from date of receipt by SBC Telco, a
back-up file of all call detail records provided to SBC Telco,
to allow SWBT to reconstruct lost records. If the Customer
fails to maintain a back-up file for reprovisioning of
messages to SBC Telco throughout the prescribed time frame,
SWBT will not be liable for any such lost records. For
transmission from one SBC Telco location to another SBC Telco
location, the Customer message data determined to be lost as a
result of an error in SBC Telco's Message Data Transmission
service, will be recovered by SBC Telco and the Customer's
obligation to resupply the data has expired, SBC Telco will
estimate the messages' associated revenues as set forth in
Paragraph 5.4.8. of the Principal Agreement to this contract.
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CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit G
PB and NB
5.3. In the event the Customer requests data that has previously
been successfully provided by SBC Telco, the data will be
reprovided to the Customer through the Time and Cost
procedure.
9
CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit G
Ameritech
SECTION 4 - APPLICABLE FOR:
- AMERITECH
10
CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit G
Ameritech
6.0 SERVICE ORDER ACTIVITY REPORT / ACCOUNT MARKING
Account Marking provides the Customer a report containing service order
(account) activity on End User accounts to whom SWBT has issued a ▇▇▇▇
on behalf of the Customer.
The Customer must subscribe to Account Marking in order to receive the
Service Order Activity Report.
The Time and Cost process will be utilized to determine the
implementation charge to the Customer.
Charges for the Service Order Activity Report are assessed on a per
record basis. The charge associated with this report can be found under
the rate element of "Service Order Activity Report" in Exhibit A.
11
CINGULAR WIRELESS LLC
--------------------------------------------------------------------------------
EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
EXHIBIT H
BILLING AND COLLECTIONS:
SBC SUPPORT
REVISED JUNE 20, 2003
CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
TABLE OF CONTENTS
Page
1.0 FUTURE ENHANCEMENTS...............................................1
2.0 ESCALATION LIST...................................................1
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CINGULAR WIRELESS LLC
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EXHIBITS - Billing and Collections Services Operating Agreement by and among
BellSouth Telecommunications, Inc. and Cingular Wireless LLC,
effective September 1, 2003
EXHIBIT 10.62
Exhibit H
1.0 FUTURE ENHANCEMENTS
Once Cingular Wireless's initial service establishment is complete for
the service purchased under this agreement they may request
enhancements and/or modifications to its service. These are cases when
additional work is required by SBC due to client request such as new
▇▇▇▇ phrases, new product billing, resends of data, etc. All such
client request will be handled as additional requests.
Cingular Wireless will provide a written request completely detailing
the service modifications needed. If more information is required by
SBC, SBC will provide the client with a list of questions and issues
within forty-five (45) working days of its receipt of the client's
request. Once complete, specifications are provided by client, SBC will
provide a response with a time and cost estimate within forty-five (45)
working days.
2.0 ESCALATION LIST
At the time the Agreement is signed, both SBC and Cingular Wireless
will submit to each other escalation lists, flow charts, or
organization charts for conflict resolution.
1