1.TERM OF AGREEMENT:
The term of this agreement shall commence on the Effective Date and continue for a period of 1 month. This agreement will continue on a month-by-month basis after the end of the Term unless either party provides 30 day written advance notice indicating a desire to terminate the agreement.
2. SERVICES PROVIDED
Subject to payment of all applicable fees DataTrans will use reasonable commercial efforts to perform the EDI or B2B outsourcing services on Customer’s behalf. The scope of these services is described in the Services Description in Exhibit A. Customer understands that DataTrans’ performance is dependent in part on Customer’s actions. Accordingly any dates or time periods relevant to performance of Services by DataTrans shall appropriately and equitably extended to account for any delays resulting from changes to Customer requirements or otherwise due to Customer or Customer’s Trading Partners.
3. TERMS AND CONDITIONS
3.1 Integration. DataTrans will not integrate EDI into Customer’s applications as part of this agreement. The Customer’s interface with DataTrans will be through the DataTrans Web EDI interface. Files sent and received through this interface will be processes through DataTrans’ EDI translation system to deliver EDI files to Customer’s Trading Partners. DataTrans will provide integration services in the future if Customer requests.
3.2 Fees and Payment. Customer shall pay DataTrans the fees for the appropriate volume level shown in DataTrans’ current price list. Customer will pay initial setup fees and any required deposits for mapping or infrastructure services using the payment method provided at the time of sign up. Customer’s payment method on file will be automatically charged for the monthly Transaction Fees. Customer will receive an invoice marked paid after payment has been processed. Customer will pay any other fees within 10 days after receipt of DataTrans’ invoice. All payments are non-refundable with the exception of any applicable warranty related situations (See Warranty). Any payments over 30 days overdue will bear a late payment fee of the higher of $10 or 1.5% of the late balance each month. The late balance remains outstanding provided that payment is not reasonably in dispute by Customer. There will be a $25 charge for returned checks, returned bank drafts, declined, and expired credit card payments.
3.3 Return Policy:
Refunds of amounts paid for EDI implementation projects are only available prior to actual set up work being done. Once the EDI project has been assigned to an Analyst and the Analyst begins the project, no refunds are permitted.
3.4 Suspension of Service: DataTrans may at its sole discretion suspend EDI services provided to Customer in the event that any invoice has been outstanding for more than 45 days. DataTrans reserves the right to make any reasonable re-connect charge following such suspension. Suspension of service does not relieve customer from the obligation to pay monthly transaction fees or any other obligation in this Agreement.
3.5 Proprietary Rights. As between the parties DataTrans will retain all right title and interest in and to any software source code tools techniques and other materials used by DataTrans in connection with providing the Services (“DataTrans Materials”). As between the parties Customer will retain all right title and interest in and to any software data files products documentation and other materials it supplies.
3.6 Confidential Information. Neither party will disclose its Confidential Information to the other except under a specific nondisclosure agreement.
3.7 Termination. Customer may terminate this agreement due to DataTrans consistent and on-going failure to provide services as described in its Service Standards (Exhibit B). Parties agree that the right to terminate does not apply to isolated and unusual failures of DataTrans to achieve the stated Service Standards. DataTrans may terminate this Agreement at any time in the case of non-payment by Customer of invoices over 45 days from the date of invoice. Customer shall have 30 days to cure payment following written notice or past due invoice. Termination for non-payment applies to any fees which have not been reasonably disputed by Customer. Section 3 of this Agreement and all accrued rights to payment shall survive termination. Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs.
3.8 Method of Payment. DataTrans accepts credit cards and bank drafts as methods of payment. WebEDI customers can simply log in and update the method of payment under Options, General, Billing Information. Invoices will be sent electronically to the customer’s e-mail provided at sign up, or specified under billing information. If you have any questions, please contact accounting@datatrans-inc.com.
3.9 Data Retention. DataTrans retains all EDI transactions for a period of 7 years. The company maintains one year of transactions on-line. Requests for retrieving EDI information from DataTrans archives (older than one year) will require a Consulting Fee based on DataTrans current rates.
4. WARRANTY AND DISCLAIMER
4.1 DataTrans hereby warrants to Customer and only Customer that all Services shall be performed in a professional manner. DataTrans warrants its EDI and B2B services will substantially perform as described in the Services Description (Exhibit A) of this agreement. However DataTrans does not warrant that its EDI and B2B Services the supporting infrastructure maps or software will be completely error free or perform without any interruption. The fees will be automatically assessed using the payment method provided on WebEDI. DataTrans will make every attempt to correct significant errors and restore major operations interruptions within a 5 business day period of time. Significant errors represent problems which result in a stoppage of information flowing between Customer and their trading partners. Significant errors do not include isolated mapping communications or translation errors. If DataTrans is unable to correct significant errors within 10 days from the time of notification Customer may terminate this agreement and receive a refund of Transaction Fees paid for the period in which the error occurred.
4.2 No third party providers of software network providers or other providers provide any warranty as part of this agreement. DataTrans is not responsible for actions of third parties or other individuals who are not part of the DataTrans organization.
4.3 DataTrans will notify customer of translation or mapping errors when they occur within 24 hours of their discovery. In addition DataTrans will work through the resolution of the errors and reprocess the affected data. Should the Customer request DataTrans will also coordinate resolution with Customers trading partner(s).
Except for what is stated in this agreement the Business Associate Agreement and any future properly executed agreements DataTrans makes no other warranties or representations as to the services rendered and hereby disclaims all express and implied warranties including but not limited to implied warranties of merchantability fitness for a particular purpose and non-infringement.
5. LIMITATION OF LIABILITY
5.1 DataTrans shall not be liable or obligated with respect to the subject matter of this agreement or under any contract negligence strict liability or other legal or equitable theory: (i) for any amounts in excess in the aggregate of the fees paid to it hereunder with respect to the applicable services; (ii) for any cost of procurement of substitute goods technology services or rights; or (iii) for interruption of use or loss or corruption of data.
5.2 Neither party to this agreement shall be liable or obligated with respect to the subject matter of this agreement for any incidental indirect or consequential damages or lost profits.
5.3 The parties acknowledge that this is an agreement for services and not for the supply of goods.
5.4 DataTrans provides WebEDI as tool to help customers exchange EDI messages in the most efficient manner. In some cases, WebEDI will pre-populate fields of data on outbound EDI documents as a convenience for the WebEDI user. All fields in outbound EDI documents can be edited by the Customer and it is solely the Customer’s responsibility for the accuracy of the content of these EDI documents. Customer should review the contents, included any pre-populated data, to insure accuracy. Customer understands that DataTrans accepts no liability for chargebacks that the Customer may incur from trading partners or retailers due to the contents of outbound WebEDI documents. Any chargebacks are completely the responsibility of the Customer.
6. Export Control Customer shall comply with all applicable export laws restrictions and regulations of the U.S. and foreign agency or authority.
7. MISCELLANEOUS
7.1 This Agreement is not assignable or transferable by either party without the 30 day prior written consent of the other party; any attempt to do so shall be void. Subject to 30 day notice and Customer’s consent which will not be unreasonably withheld DataTrans may assign this Agreement in whole or in part or subcontract the performance of Services to third parties.
7.2 The Parties agree that they are independent contractors and that this Agreement and relations between DataTrans and Customer hereby established do not constitute a joint venture agency or contract of employment between them or any other similar relationship. Neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other. Any notice report approval or consent required or permitted hereunder shall be in writing. No failure or delay in exercising any right hereunder will operate as a waiver thereof nor will any partial exercise of any right or power hereunder preclude further exercise.
7.3 If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
7.4 This Agreement shall be deemed to have been made in and shall be construed pursuant to the laws of the State of Texas and the United States without regard to conflicts of laws provisions thereof. Any waivers or amendments shall be effective only if made in writing and signed by both parties.
7.5 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorney’s fees and costs in connection with such action. Any modification hereof shall only be effective if signed by both parties hereto.
EXHIBIT A
SERVICES DESCRIPTION
1 RELATIONSHIP OBJECTIVES
1.1 DataTrans will provide Customer with access to its Web Server to access its WebEDI application to read print reply and generate electronic messages. These messages will be processes through DataTrans EDI Translation system to convert to and from EDI messages. DataTrans will transmit these translated EDI messages to and from Customer’s Trading Partner on Customer’s behalf.
1.2 DEFINITIONS
“Trading Partner” refers to the entity with which the Customer desires to transact business documents in electronic format.
“Translation” refers the data translation process of converting business data from the Customer’s native format to and from the data standard or the format requested by the Trading Partner.
“EDI” shall mean Electronic Data Interchange. This includes the exchange of electronic business documents in a standard format or other specified data format.
2. SERVICES SCOPE
2.1 Mapping: DataTrans will develop test and implement the maps requested by Customer in order to allow for the appropriate data conversion. Completion of the mapping process will depend on cooperation of Customer and Trading Partner(s). The timing of the mapping process is also dependent on the following:
A. Availability of data requirements necessary to develop the maps
B. Cooperation and availability of test data from Customer and Trading Partner. The successful and timely implementation of the EDI process will also be dependent on the availability of Customer and Trading Partner technical and operational personnel to complete the testing and implementation process.
C. Mapping is required within DataTrans environment and within the Trading Partner’s EDI environment. It is understood that mapping in both environments must be a coordinated effort in order to be successful.
2.2 Data Translation: DataTrans shall route data to and from Customer through DataTrans EDI Communications and Translation system to properly convert data based on data maps developed. The data translation process will begin once the message has been received by DataTrans from the Customer or Trading Partner. The delivery of the message to the other party will be based on the terms of the Trading Partner Agreement or other similar agreement between Customer and Trading Partner.
2.3 Transaction Monitoring: DataTrans monitors an Error Detection system within its infrastructure to identify and correct mapping and translation errors. DataTrans will make reasonable attempts to resolve errors as described in item 4 of the Operational Service Standards (Exhibit B). It is understood that the source of these errors may be faulty data received from the Customer or Trading Partner. In some cases the corrective action may be for either Customer or Trading Partner to correct the data and resend it to DataTrans.
2.4 WebEDI Communications: DataTrans will provide customer with log in access to the Web EDI system to enable Customer to view print reply to save send and receive web forms. These Web Forms are mapped to valid X12 EDI transaction sets through DataTrans EDI translation system to allow the Customer to send and receive EDI messages to their Trading Partners. DataTrans will provide access using 128 bit encryption to its communication web site via a username and password.
2.5 Reporting: DataTrans will provide customer with secure access to its website in order to run activity reports on Customer’s transactions processed through DataTrans’ infrastructure.
2.6 Support: DataTrans will provide customer with support not to exceed 30 minutes per month plus 5 minutes per month for each trading partner customer is connected to. This includes both telephone and e-mail support. The weekly WebEDI web-based training session is not counted as support minutes. Any time in excess of the monthly support limit will be billable at a rate of $130 per hour in 30 minute increments and must be approved by customer.
Exhibit B
Service Standards
Implementation:
1. DataTrans will contact new trading partners within 2 working days once we have been given authorization to do so by Customer. This initial contact will be for the purpose of coordinating communications implementation mapping coordination defining testing process and defining schedule for moving to production.
2. Once EDI requirements and data specifications have been established by Customer and their Trading Partner we will begin mapping. It is estimated that each map will require 5 to 13 business days of development time. Multiple maps may be developed simultaneously based on Customer’s requirements and if requested as part of the overall project.
3. Once the appropriate EDI/B2B envelope information has been exchanged with the trading partner DataTrans will set the trading partner up in its infrastructure and establish VAN or other communications requirements within 2 working days of receiving the information from Trading Partner. This relates to the trading partner set up within DataTrans’ infrastructure. A similar process will need to occur within the trading partner’s infrastructure in order to begin testing. The trading partner’s implementation and set up is not directly within DataTrans’ control.
4. DataTrans will work diligently with the trading partner to complete the testing within a timely manner. If the trading partner is cooperative testing should be completed within 20 working days. DataTrans will work on testing with multiple trading partners simultaneously upon Customers request.
5. Once the map is completed and tested DataTrans will deliver a sample translated file to Customer for integration testing. DataTrans will work with the customers to effectively integrate the EDI process into their internal application.
6. Requests for new projects which include new infrastructure multiple map requests or integration with a new application will be evaluated and the proper schedule will be determined once all the project parameters and specifications have been defined.
Operational:
1. The DataTrans EDI/B2B infrastructure is normally functioning properly and available 24 hours a day 7 days a week. If we are going to have a scheduled shutdown of any of the servers Customer will be notified at least 24 hours in advance.
2. DataTrans maintains normal administrative support Monday through Friday from 7:00am to 7:00pm (CST). In addition the company maintains after hours pager support for emergency issues. This after hours pager support is typically dedicate to respond to system initiated alerts indicating issues related to a potential system failure or other system issue which could result in work stoppage.
3. We will respond and target resolution to exceptions or errors related to Trading Partners in testing within 2 business days.
4. We will respond to and target resolution to resolve exceptions or errors to Trading Partners in production within 1 business day.
5. Our goal to complete minor map changes to product trading partners within 7 business days.
6. Our goal for major map changes or new maps is to have them completed within 13 business days.
** Note: DataTrans will make its best efforts to comply with its stated Service Standards if unusual circumstances prevent us from complying with our Service Standards on a particular issue we will notify the customer as soon as this becomes apparent.
