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EXHIBIT 10.32
Agreement for 1-800-Pay Bill(R)
AGREEMENT made this 22 day of December, 1998 by and between Princeton
TeleCom Corporation ("PTC") with its principal place of business at 165 Wall
Street, Princeton, New Jersey 08540 and Town Services Inc. ("BILLER") with its
principal place of business at 3295 River Exchange Dr., Suite 350, Norcross
Georgia 30092.
WHEREAS, PTC, a developer and manufacturer of financial services
technologies, is engaged in the business of capturing and concentrating
electronic bill payment originations on behalf of financial services companies
who offer an electronic consumer bill payment service; and
WHEREAS, BILLER desires the services performed by PTC for the collection
of remittances made by BILLER's customers who make use of such bill payment
services;
NOW, THEREFORE, in consideration of the good and valuable benefits and
mutual promises hereinafter contained, the parties hereby agree to the
following terms, conditions and agreements.
1. SERVICES TO BE PERFORMED
PTC Agrees to operate an automatic bill payment service wherein customers of
BILLER shall enroll for the automatic bill payment service by signing an
enrollment card provided by BILLER and mailing the enrollment card to an
address determined by PTC that may be the same as BILLER's lockbox address, at
PTC's discretion, together with a remittance stub or coupon that can be read
optically provided by BILLER and a personal check provided by the customer of
BILLER; and PTC shall cause payments to be made from the checking account of
each enrolled customer of BILLER at each billing interval as determined by
BILLER; and these payments shall be in the amount due to BILLER from the
customer, as determined by BILLER; subject to the availability of timely,
accurate, and complete billing information from BILLER delivered to PTC. PTC
further agrees to capture, combine and reformat BILLER's customer payment
remittances ("ORIGINATIONS") which originate through consumer bill payment
services. Such ORIGINATIONS shall be obtained by and entirely at PTC's sole
discretion including but not limited to ORIGINATIONS obtained through PTC's
financial services clients and ORIGINATIONS purchased through third party
remittance processing services. PTC further agrees to provide electronic bill
presentment for BILLER customers who are able to access the web site provided
by PTC. PTC at PTC's sole discretion, shall offer BILLER presentment data to
parties selected by PTC. The form and substance of said biller presentment data
shall be at the sole discretion of BILLER. PTC shall disclose any revenues or
expenses derived from parties selected to receive presentment data, for
presentment data, and shall negotiate with BILLER in good faith to modify
prices in Exhibit A where appropriate.
2. TRANSMISSION OF DATA
BILLER agrees to transmit, and PTC agrees to receive, on each business day
during which bills are processed by BILLER the customer remittance account
numbers and amounts shown as due to BILLER for each bill generated, to the
PTC's designated facility, according to mutually agreed upon methods and
standards, a digitally formatted computer file, according to the standards and
requirements determined by BILLER PTC agrees to transmit, and BILLER agrees to
receive, on each business day during which fully processed BILLER remittances
are available to PTC, to the BILLER's designated facility, according to
mutually agreed upon methods and standards, a digitally formatted computer
file, according to the standards and requirements of Paragraph 3.
3. SPECIFICATIONS OF DATA TRANSMITTED
Each digitally transmitted computer file shall contain a group of ORIGINATIONS,
preceded by a file header record, and followed by a file trailer record. In
addition, if required by BILLER, PTC agrees to prefix or append each file with
Job Control Language code (JCL) according to the specifications or requirements
of the BILLER. Each ORIGINATION shall include the payor's name (as and if
available to PTC from data provided by the originating institution, or the
billing file transmitted to PTC from BILLER, the amount of the remittance, and
the BILLER'S edited account number. An edited account number is an ORIGINATION
account number which has been verified and edited according to mutually agreed
upon specifications. In addition, each ORIGINATION may include a PTC generated
trace number which PTC may use to identify the source and transmission of each
ORIGINATION. Finally, each file shall contain, within the file trailer record,
the total number of ORIGINATIONS contained within the file and the total
aggregate dollar amount contained within the file.
4. CREDIT OF REMITTANCES
BILLER agrees that each ORIGINATION which it receives by transmission from PTC
which contains a valid BILLER customer account number will post to such account
as a credit on the same day as such transmission by an amount equal to that
contained in the ORIGINATION. Each credit so posted is subject only to receipt
by BILLER of good funds according to Paragraph 6.
5. INVALID ACCOUNT NUMBERS
BILLER agrees that it shall inform PTC by telephone or by facsimile message of
any ORIGINATION included in a transmission which contains an invalid
(non-postable) account number within two (2) business days of such occurrence.
PTC agrees that it will attempt in good effort and faith to determine the
correct remittance account number for such ORIGINATION and to inform BILLER of
the corrected information within five (5) business days. BILLER agrees to
cooperate in good effort an faith with representatives of PTC in resolving such
occurrences. BILLER further agrees that it will issue a check made payable to
PTC for the amount of all invalid remittances which fail to be resolved
according to the provisions of this paragraph. BILLER agrees to mail such check
item to Princeton Telecom within ten (10) business days of notification, by
PTC, in writing, of its failure to resolve the invalid remittance account
number.
6. SETTLEMENT
PTC agrees to initiated (originate) a wire transfer credit through the
Automated Clearing House (ACH) to the BILLER's designated bank ABA Transit No.
545420242, account number 60866668 an aggregate amount of each transmission
completed according to Paragraph 2. PTC agrees to initiated (originate) such
ACH credit on the next business day following each transmission.
7. TERM
This Agreement shall be for a term commencing upon the data hereof, and
terminating on December 22, 1999. BILLER, at its sole option, upon at least 45
days' written notice, may terminate this Agreement at any time during which this
Agreement is in full force. BILLER agrees that during the term of this
Agreement it will not engage similar services from any third party processor of
consumer initiated electronic payments, provided, however, that such payments
are available through the services provided herein.
8. UNCOLLECTED ACCOUNTS
PTC agrees that it shall notify BILLER by telephone or by facsimile message, or
by transmitted file, of any ORIGINATION included in a transmission for which
PTC has been unable, for any reason, to collect the corresponding funds from
the Originator of such ORIGINATION, or any ORIGINATION that is returned by the
ACH for any reason, within two (2) business days of such occurrence. BILLER
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agrees that it shall accept net settlement for the amount of all uncollected
remittances which fail to be collected according to the provisions of this
paragraph. BILLER agrees that such net settlement may occur on the next
business day following notification, by PTC, of its failure to collect funds
for each such ORIGINATION.
9. REMUNERATION
BILLER agrees to pay PTC for each and every individual ORIGINATION delivered to
PTC under the terms of this Agreement the sum of ten ($0.10) Cents. In
addition, BILLER agrees to pay to PTC fees for additional services as outlined
in EXHIBIT A. All payments to PTC shall be made within ten (10) days of receipt
of PTC's monthly invoice for services performed during the previous month, plus
two (2%) percent per month, prorated, for payments received from BILLER by PTC
after the fifteenth (15th) day following the invoice date for which such
payments are applicable.
10. WARRANTY
PTC hereby warrants that the services furnished hereunder shall be performed in
a fully workmanlike manner and shall conform to the standards and
specifications set forth in this Agreement.
11. DUTY OF CARE
PTC shall not be liable for damage, loss of data, delays and errors occurring
by reason of circumstances beyond its reasonable control. PTC shall keep in a
separate and safe place additional copies of all records required to be
maintained and of additional tapes or disks necessary to reproduce all such
records. PTC shall provide "backup facilities" for its use in creating the
electronic remittance items and records in the event circumstances beyond PTC's
control prevent it from being able to perform under this Agreement at one of
its computer facilities. PTC shall use reasonable care to minimize the
likelihood of all damage, loss of data, delays, and errors resulting from an
uncontrollable event, and should damage, loss of data, delays, or errors occur,
PTC shall use its best efforts to mitigate the effects of such occurrence.
12. INDEMNIFICATION OF PTC
BILLER shall indemnify and hold PTC, its officers, employees, and agents
harmless against any losses, claims, damages, judgments, liabilities or
expense (including reasonable counsel fees and expenses) resulting from action
taken or permitted by PTC in good faith with due care and without negligence in
reliance upon instructions or orders received from BILLER as to anything
arising in connection with its performance under this Agreement. PTC shall be
without liability to BILLER with respect to anything done or omitted to be
done, in accordance with the terms of this Agreement or instructions properly
received pursuant hereto, if done in good faith and without negligence or
willful or wanton misconduct.
13. INDEMNIFICATION OF BILLER
PTC shall defend, indemnify and save harmless, BILLER from and against all
losses, costs, damages, expenses (including reasonable counsel fees and
expenses), claims or demands arising out of or caused to have been caused in any
manner by performing the services herein provided, including all suits or
actions of every kind or description brought against BILLER, either individually
or jointly with PTC for or on account of any damage or injury to any person or
persons or property, caused or occasioned or alleged to have been caused by or
on account of the performance of any work pursuant to or in connection with this
Agreement or through any act, omission of fault or alleged act, omission or
fault of PTC, its employees, or agents, or others under PTC's control.
14. CONFIDENTIALITY AND PROMOTION MATERIAL
PTC on behalf of itself and its employees agrees to keep confidential all
records and other information with respect to BILLER and its customers;
provided, however, that it PTC is required to product any such information by
order of any court, government agency or other regulatory body it may release
the information required after making a reasonable effort to give the BILLER
not less than five (5) days advance written notice prior to the release of the
required information. However, BILLER agrees that PTC may use BILLER's name in
promotional material.
15. NOTICE REQUESTS
All notices and requests in connection with this Agreement shall be given or
made upon the respective parties in writing and shall be deemed as given as of
the day it is deposited in the U.S. mails, postage pre-paid, certified or
registered, return receipt requested, and addressed as follows:
BILLER Mr. Robert E. Witherington
Towne Services, Inc.
3295 River Exchange Dr, Ste. 350
Norcross, Ga 30092
PTC: Ms. Tracy Robinson
Princeton TeleCom Corporation
165 Wall Street
Princeton, New Jersey 08540
16. ENTIRE AGREEMENT
Each party acknowledges that it has read this Agreement, understands it, and
agrees to be bound by its terms and further agrees that it is the complete and
exclusive statement of the Agreement between the parties, which supersedes and
merges all prior proposals, understandings and all other agreements, oral and
written between the parties relating to the subject matter of this Agreement
The Agreement may not be modified or altered except by written instrument duly
executed by both parties.
17. NEW JERSEY LAW
This Agreement and performance hereunder shall be governed by and construed in
accordance with the laws of the state of New Jersey.
18. ENFORCEABILITY
If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall in no way be affected or impaired thereby.
19. ASSIGNMENT
This Agreement and the rights and duties hereunder shall not be assignable by
the parties hereto except upon written consent of the other, with the exception
that this Agreement can be assigned by PTC to a wholly-owned subsidiary of PTC,
and with the exception that this Agreement can be assigned by BILLER to a
wholly-owned subsidiary of BILLER.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement the date
and year first written above by their duly authorized representative.
TOWNE SERVICES, INC.
By: /s/ Bruce F. Lowthers, Jr.
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PRINCETON TELECOM CORPORATION
By: /s/ D [illegible], President
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