Account Maintenance Agreement
This agreement is entered into this __9___day of _April____, 2004___ between the following SBC ILECs: Southwestern Bell Telephone, L.P., d/b/a SBC Oklahoma, SBC Missouri, SBC Kansas, SBC Arkansas and SBC Texas (hereinafter collectively referred to as “SBC Southwest Region 5-STATE”) and Southwestern Bell Communications Services, Inc. d/b/a SBC Long Distance (hereinafter referred to as Access Carrier or “AC”).
SBC/5722
SBZ/5792
In consideration of the representations and mutual covenants contained in this Agreement, the parties hereby agree as follows:
I. Scope of Product
SBC Southwest Region 5-State will provide “Account Maintenance Service” to AC. Account Maintenance Service shall consist of the provision of certain Customer Information (as hereinafter defined) concerning Primary Interexchange Carrier (PIC) Customers of AC (as hereinafter defined). The Account Maintenance Service will include any changes in the AC’s customer base as reflected within SBC Southwest Region 5-State’s Customer Record Information System (CRIS). The Equal Access Subscription CARE/ISI (SR-STS-000321) supported by the Ordering and Billing Forum (OBF) provides the basic structure for information to be exchanged between SBC Southwest Region 5-State and the AC.
Generically speaking, Customer Information is information contained in SBC Southwest Region 5-State’s CRIS database concerning SBC Southwest Region 5-State’s end user customers that have selected AC as their PIC for InterLATA and IntraLATA services, hereinafter “PIC Customer” (all SBC Southwest Region 5-State retail Working Telephone Numbers (WTNs) PIC’d to the AC in the CARE database). Account Maintenance Service will include changes, additions and/or deletions in the PIC Customer base as reflected within CRIS. The exchange of information will be facilitated using specific identifiers called Transaction Codes (“TCs”) and Status Indicators (“SIs”) as set forth in the CARE/ISI as supported by the OBF. SBC Southwest Region 5-State can change the parameters (TCSIs) of Account Maintenance Service without prior notice but will advise the industry through Accessible Letter notification. For example, during the term of this agreement the specific TCSIs provided may change at the discretion of SBC Southwest Region 5-State. When the TCSIs being provided are added or deleted, AC will be notified via an Accessible Letter, although no prior notice is required.
Account Maintenance Snapshot provides a list of all Working Telephone Numbers/Terminals (WTN/TERs) PIC’d (interLATA or intraLATA) to the requesting AC. The data provided will be available via magnetic tape only. The snapshot does not include resold or Unbundled Network Element - Platform (UNE-P) lines.
End user information shall be provided for PIC Customer accounts that carry a Field Identifier (“FID”) in CRIS for AC. Specific line information will only be provided on those Working Telephone Numbers that carry a FID in CRIS for AC for all Equal Access End Offices in which AC purchases Feature Group D.
With respect to any Social Security Number (SSN) provided by SBC Southwest Region 5-State, SBC Southwest Region 5-State’s sole responsibility is to provide the SSN SBC Southwest Region 5-State may have in its CRIS database residing in the field for SSN. AC acknowledges that SBC Southwest Region 5-State has developed its database for SBC Southwest Region 5-State’s own internal use and that SBC Southwest Region 5-State has undertaken no efforts to verify the accuracy of any SSN. Nothing in this Agreement shall be construed to impose on SBC Southwest Region 5-State any obligation to obtain SSNs that are not already contained in SBC Southwest Region 5-State’s database. No representation, warranty, or guarantee, express or implied, is given by SBC Southwest Region 5-State to AC for the SSN.
In addition, AC shall hold SBC Southwest Region 5-State harmless from any and all claims, losses, suits, judgments, costs, and expenses (including attorneys’ fees) which AC or any third party may have arising out of or resulting from Southwest Region 5-State’s provision of SSN to AC, except in those instances where the gross negligence or willful misconduct of SBC Southwest Region 5-State is the sole and direct cause of a proven loss.
The provision of Customer Information by SBC Southwest Region 5-State to AC is subject to any and all tariffs, court orders, applicable laws, and regulations. In the event of a conflict between the Terms of this Agreement and any tariff, court order, applicable law or regulation, the tariff, court order, applicable law or regulation shall govern.
II. Restrictions on Disclosure of Nonpublished and Nonlisted Numbers
AC ACKNOWLEDGES THE SENSITIVITY AND IMPORTANCE OF PROTECTING NONPUBLISHED AND UNLISTED NUMBERS AGAINST UNAUTHORIZED DISCLOSURE. AC agrees that Subscriber Information which SBC Southwest Region 5-State designates as nonpublished and/or nonlisted shall be used solely for AC’s internal purposes. AC shall maintain the confidentiality of such nonpublished and/or nonlisted information, exercising due care and taking reasonable precautions to prevent disclosure of such information to anyone except employees of AC or its Clients with the need to have access to such information in connection with updating AC records, providing telecommunications services to Subscribers, and for billing and collection purposes related to Subscribers who are presubscribed to AC.
III. 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 or permit a different handling of such information, including, but not limited to Section 222 of the Telecommunications Act of 1996 and any regulations promulgated pursuant thereto. However, AC expressly waives any Claims against SBC Southwest Region 5-State for use of Confidential Information so long as such use is authorized by the Subscriber, to the extent authorization is required by the Telecommunications Act and any regulations promulgated thereunder. Such waiver by AC is made notwithstanding any state or federal statutory provision or regulation.
IV. Method Of Providing Customer Information
Customer Information provided hereunder will be delivered by electronic data transfer only. In the event data is lost or unintelligible, AC will notify SBC Southwest Region 5-State in writing, within ten (10) calendar days of the date AC received or should have received the Customer Information in accordance with the frequency and other specifications agreed upon by the parties. Upon receipt of timely notification from AC SBC Southwest Region 5-State will re-supply information to the AC within ten (10) calendar days from the receipt of AC’s written notification. Failure to timely notify SBC Southwest Region 5-State of the need for corrected or resupplied information may result in the information being unavailable and SBC Southwest Region 5-State will be excused from further responsibility to supply the requested Customer Information. If SBC Southwest Region 5-State is not at fault, SBC Southwest Region 5-State reserves the right to charge $150 per file for recovery requests to re-supply Account Maintenance information.
V. Restrictions On Use
Customer Information provided by SBC Southwest Region 5-State pursuant to this Agreement shall only be used by AC for the limited purposes described herein, i.e., to build and verify AC’s databases in connection with PIC’d accounts, for the purpose of providing billing of AC services to AC end users, for billing and collection of long distance services, and for AC to communicate to AC end users in connection with the aforesaid uses. The Customer Information provided to AC pursuant to this Agreement may not be further resold by AC. AC shall make every effort to make sure that Customer Information is provided only to authorized personnel of AC or agents of AC performing permitted uses defined above.
VI. Account Maintenance Development
AC may propose modification to SBC Southwest Region 5-State’s Account Maintenance Service within the guidelines outlined by the OBF in the Equal Access Subscription CARE/ISI (SR-STS-000321). Such modifications may be requested pursuant to the following processes:
1. AC shall provide specifications detailing the modification request. All requests for T&C (time and cost) estimates shall include the information needed by SBC to develop suitable response.
2. SBC Southwest Region 5-State shall conduct an initial evaluation of AC’s modification request. SBC Southwest Region 5-State retains the right to deny any modification requests solely at SBC Southwest Region 5-State’s discretion. SBC Southwest Region 5-State shall notify the AC of any reason for rejection of the request.
3. SBC Southwest Region 5-State shall develop a response to the request by outlining the costs to AC to design, develop, test, and implement the enhancement (T&C estimate).
4. Upon receipt of the written T&C estimate, AC shall notify SBC within twenty (20) business days that the T&C estimate is accepted or rejected. If AC fails to respond within twenty (20) business days, the T&C estimate shall be deemed by SBC as rejected by AC. No further action is required for a AC rejection.
5. If the T&C estimate is accepted, SBC Southwest Region 5-State shall make best efforts to return a confirmation notice to AC within ten (10) workdays of receipt of the acceptance of the T&C estimate, or indicate any changes to the T&C estimate, which have been discovered subsequent to the original T&C estimate.
- AC shall compensate SBC Southwest Region 5-State for the charges as outlined in the T&C estimate within thirty (30) calendar days of receipt of a bill for such charges by SBC Southwest Region 5-State. Actual charges shall not exceed the final accepted T&C estimate by more than 10%.
- Whether the T&C estimate is rejected or accepted, AC shall compensate SBC Southwest Region 5-State for charges for development of the detailed T&C estimate as outlined in the T&C estimate within thirty (30) calendar days of receipt of a bill for such charges by SBC Southwest Region 5-State.
SBC Southwest Region 5-State or its 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 to AC under this Agreement. Unless otherwise agreed in writing by authorized representatives of the Parties, in advance of the creation of the Software, SBC Southwest Region 5-State shall own all right, title, and interest, including copyright, in and to the Software.
VII. Charges
Charges associated with the provisioning of Account Maintenance are based upon Working Telephone Numbers (WTNs) or WTN/Terminals (TERs) PICd to the carrier. Account Maintenance is available with pricing in two term options (1 year and 3 years). The monthly rates (per WTN) are as follows:
1 Year: $.05
3 Years: $.045
Account Maintenance Snapshot:
Account Maintenance Snapshots will be billed at a rate of $0.03 per snapshot record.
Account Maintenance Development Charge:
Per hour charge applicable for analysis, design, development, testing, and implementation of the AC requested modification shall be $150.00 per hour per person assigned by SBC. Overtime per hour rates are two times the per hour rate. Charges shall be rendered by SBC Southwest Region 5-State on the monthly Account Maintenance bill upon completion of modifications.
Time and Cost (T&C) Estimate:
Per hour charge applicable for development of the detailed T&C estimate or T&C modification shall be $150.00 per hour per person assigned by SBC, whether the T&C is accepted or not. Overtime per hour rates are two times the per hour rate. Charges shall be rendered by SBC Southwest Region 5-State on the monthly Account Maintenance bill upon delivery of the T&C estimate.
Billing shall be on a monthly basis via SBC Southwest Region 5-State’s Ancillary Services Billing System (ASBS) and shall be subject to the payment terms set forth in this Agreement.
The above charges shall be due upon receipt of the bill. SBC Southwest Region 5-State reserves the right to charge interest at the rate of one and one half percent (1.5%) per month or at the highest interest rate payable by law, whichever is lower, for payment received more than thirty (30) days following the due date.
In addition to the Late Payment Charges set forth above, SBC Southwest Region 5-State may recover any expenses it reasonably incurs for the collection of charges for which payment is past due, including attorneys’ fees and costs.
VIII. Warranty
SBC Southwest Region 5-State does not warrant that the Account Maintenance Service will reflect all customer activity as of the date it is provided. However, SBC Southwest Region 5-State does warrant that Account Maintenance Service shall be provided in conformity with this Agreement.
Except as expressly provided above, SBC Southwest Region 5-State makes no warranty of any kind, either express or implied, including, but not limited to, all implied warranties of merchantability and fitness for a particular purpose.
IX. Limitation of Liability
SBC SOUTHWEST REGION 5-STATE’s AGGREGATE LIABILITY TO AC FOR ALL DIRECT DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM A BREACH OF THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER TORT WITH RESPECT TO THE SERVICES, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE CHARGES FOR THE PARTICULAR SERVICES GIVING RISE TO THE LIABILITY DURING THE CONTRACT TERM OR RENEWAL TERM IN WHICH THE LIABILITY AROSE. AC RELEASES SBC SOUTHWEST REGION 5-STATE FROM ANY LIABILITY IN EXCESS OF THIS AMOUNT.
IN NO EVENT SHALL SBC SOUTHWEST REGION 5-STATE BE LIABLE TO AC FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES, PROFITS OR SAVINGS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AC WAIVES ANY CLAIM AGAINST SBC SOUTHWEST REGION 5-STATE FOR PUNITIVE OR EXEMPLARY DAMAGES.
WITHOUT IN ANY WAY LIMITING THE APPLICATION OF THE PARAGRAPHS ABOVE, THE RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IN THIS SECTION IS AC’S EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT THAT ANY OTHER CONTRACTUAL REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
X. Term
This agreement shall be for a term of three (3) year(s) from the effective date.
Renewal after the initial term shall be by mutual agreement. Customer shall notify SBC Southwest Region 5-State not less than sixty (60) days prior to the end of the term of its intent to either discontinue Services at the end of the term or negotiate a renewal of the Agreement.
If the parties have not negotiated a renewal or new agreement by the end of the term, then SBC Southwest Region 5-State may, at its option, either (a) terminate all Services at the end of the term, (b) continue to provide Services under the same terms and conditions as if this Agreement were extended on a month-to-month basis, subject to termination on one month’s notice, or (c) provide a written temporary extension of this Agreement pending the completion of negotiations on such renewal, subject to such amended and additional terms as SBC Southwest Region 5-State may deem appropriate.