Exhibit 10.1
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
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1. Interpretations
1.1 Definitions
1.2 Construction of Terms
1.3 Business
1.4 Statutes and Agreements
2. TCS Services,
2.1 Service Provider
2.2 Surcharging
2.3 Settlement Agent
2.4 Covenants with respect to the SCD Service
3. Customer Obligations
3.1 Customer Covenants
4. Audit
5. Term and Termination
5.1 Initial Term
5.2 Termination (Non Monetary Default)
5.3 Termination (Monetary Default)
5.4 Termination (Insolvency)
5.5 Effect of Termination
6. Fees
6.1 Fee payable by the Customer
6.2 Billing
7. Confidentiality
8. Warranties
9. Indemnity and Remedies
9.1 By the Customer or its Agents
9.2 By TCS
9.3 Limitation of Liability
9.4 Indemnification Notice
10. Exclusivity
11. Relationship of Parties
12. Non-Assignability; Binding Effect
13. Waiver
14. Titles
15. General
16. Governing Law
17. Notice
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
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AN AGREEMENT made the 20 December, 2001 between
TCS (CANADA) LIMITED, a Company incorporated under the laws of Ontario,
with registered offices located at 000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxx, Xxxxxx, X0X 0X0, (hereinafter referred to as "TCS") and
SECURITY BANCORP INC., a Company incorporated under the laws of ALBERTA,
with registered offices at, Building "F", Xxxx #0, 0000-00x. Xxxxxx XX,
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 (hereinafter referred to as the
"Customer").
WHEREAS the Interac Shared Cash Dispensing service (the "SCD" Service)
enables a cardholder who presents an eligible card and enters a valid PIN at the
terminal of another member on-line, real-time access to such a cardholder's
eligible account in order to, among other things, obtain Canadian currency, in
accordance with the procedures and standards established by the Interac
regulations;
AND WHEREAS the Customer owns, leases, or represents a number of ABMs
which comply with TCS's list of Certified ABMs (Schedule "A");
AND WHEREAS the Customer has requested TCS, and TCS has agreed, to provide
such services as are described herein;
NOW THEREFORE WITNESS that in consideration of the foregoing premises and
the mutual covenants and conditions hereinafter set forth and for the good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by TCS and the Customer, TCS and the Customer hereby acknowledge,
conform, covenant and agree as follows:
1. Interpretations
1.1 Definitions
The following terms have the following meanings:
"ABM" means an automated bank or banking machine that, in conjunction with
a card, provides a cardholder access to the SCD Service.
"Agents" means any entity under contract or agreement with the Customer to
provide services to the Customer in the operation of a Customer's ABM.
This would include, without limitation, cash transporter, cash supplier,
ABM vendors, and installation and service providers.
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"Affiliate" means an entity that is affiliated with another entity.
"Agreement" means this Agreement together with all schedules, exhibits,
addenda, attachments and other agreements now and hereafter annexed hereto
or incorporated herein by reference as it or they may be amended,
supplemented, replaced, re-stated or otherwise modified from time to time.
"Applicable Laws" means, with respect to any Person, property,
transaction, event, or other matter, any law, rule, statute, regulation,
order, judgement, decree, treaty or other requirement having the force of
law (collectively the "Law") relating or applicable to such Person,
property, transaction, event, or other matter. Applicable Law also
includes, where appropriate any interpretation of the Law (or any part) by
any Person having jurisdiction over it, or charged with its administration
or interpretation.
"Breaching Party" has the meaning attributed to it in Section 5.2.
"Business Day" means any day on which chartered banks are open to the
public for the conduct of business in the province designated by TCS as
the address for its registered offices but does not include any Saturday
or Sunday or any statutory or civic holiday observes by such institutions
in the province of Ontario.
"Cash Supplier" means the Agent under contract or agreement with the
Customer for replenishment services to ABMs owned or operated by the
Customer and connected to TCS's Switch.
"Certified ABM" has the meaning attributed to it in Schedule "A" of this
Agreement.
"Charges" has the meaning ascribed to such term in Section 6.1(i).
"Commencement date" means the date of execution of this Agreement.
"Confidential Material" means certain plans, specifications, drawings,
sketches, models, samples, data, computer programs, documentation, and
other technical and business information, in written, graphic or other
tangible form, relating to TCS's or the Customer's general business plans
and products.
"Connection Service Provider" means TCS as gateway service provider to the
International Networks and to Interac.
"Customer Account" means the current bank operating account which the
Customer opens at a branch of a chartered Canadian Financial Institution
for
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the purposes of settlement by TCS of funds payable to the Customer by
reason of the exchange of messages in the SCD Service.
"Eligible ABM" means a terminal which is an ABM owned or leased by the
Customer, or third party Persons under contract or agreement with the
Customer and operated by or for the Customer or any of its Affiliates,
which the Customer or any of its Affiliates has advised TCS in writing
that such Terminal is to be connected to TCS's switch and which meets the
requirements and standards described in Schedule "A" attached hereto.
"Fees" have the meaning ascribed to it in Section 6.1(i).
"Initial Term" has the meaning attributed to it in Section 5.1.
"Installation Service Agent" is an agent under contract or agreement with
the Customer who, amongst other things, provides warehousing and
pre-production initialisation of a Customer's ABM and who provides
production site preparation.
"Interac Association" or "Interac" has the meaning attributed to it in the
first recital of this Agreement.
"International Networks" means the Cirrus, Cirrus International, American
Express and PLUS networks.
"Losses" means any and all claims, actions, demands, losses, damages,
costs, expenses, liabilities and settlements, including without limitation
and legal fees, costs, expenses, and disbursements and court costs.
"Parties" mean the Customer and TCS, collectively and "Party" means either
one of them, as the context requires.
"Person" means any individual, corporation, partnership, joint venture,
trustee or trust, government or agency thereof, unincorporated
association, or any entity and pronouns have a similar extended meaning.
"Renewal Term" has the meaning attributed to it in Section 5. 1.
"SCD" and "SCD Service" means
a) the service designated "Interac Shared Cash Dispensing" by the
Interac Association; and
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b) the service designated by the Bank of Montreal as Cirrus,
Cirrus International and PLUS.
"Settlement Agent" means:
a) TCS using the Credit Union Central of Canada, or other such agency under
contract to TCS for this purpose, who are contracted to CueData West Ltd.
to provide funds and fees settlement for shared cash dispensing
transactions as defined by Interac processed through CueData West's Direct
Connect Interac node; and
b) TCS using the Bank of Montreal or other such agency under contract to TCS
for this purpose, who are contracted to TCS to provide funds and fees
settlement for shared cash dispensing transactions as defined by the
International Networks as detailed in Schedule "B" attached to this
Agreement.
"Switch" means the hardware and software operated by TCS for the purposes
of connecting a network of ABMs to Interac and other networks as may from
time to time be added to the Switch by TCS.
"Taxes" mean any and all present and future taxes of any kind or nature
whatsoever including, without limitation, levies, imports, transfer taxes,
stamp taxes, documentary taxes, royalties, duties, value-added taxes
(including without limitation all taxes, interest, penalties and fines
imposed under Part IX of the Excise Tax Act (Canada) and the regulations
made thereunder), sales tax, business transfer taxes, excise taxes,
property taxes, government fees and other federal, provincial, regional,
municipal or local taxes and all fees deductions, withholdings and
restrictions or conditions resulting in a charge imposed, levied,
collected, withheld, or assessed by any authority of or within any
jurisdiction whatsoever having the power to tax, together with penalties,
fines, additions to tax and interest thereon.
"Term" means the Initial Term together with each Renewal Term, if any.
1.2 Construction of Terms
In this Agreement, whenever the singular or the plural form is used, the
same shall include the plural or the singular as and when rewired by the
context in which such form is used. Words denoting one gender include all
genders unless contrary intention is to be inferred from or required by
the subject matter or context. References in this Agreement to "hereof",
"herein", "hereto" and "hereunder" shall be deemed to refer to this
Agreement and shall not be limited to the particular article or section in
which such word or words appear, unless a contrary intention is to be
inferred from or required by the context.
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All references herein to Articles or Sections are to the Article or
Sections of this Agreement. Unless otherwise stated herein or the context
otherwise requires, all dollar amount referred to herein refer to the law
currency of Canada.
1.3 Business Days
In the event that any act is required hereunder to be done, any notice is
required hereunder to be given, or any period of time is to expire
hereunder on any day that is not a Business Day. Such act shall be
required to be done or notice shall be required to be given or time shall
expire on the next succeeding Business Day.
1.4 Statutes and Agreements
Unless otherwise indicated herein, all references in this Agreement to any
statute mean such statute as amended, re-enacted or replaced from time to
time, and include all regulations promulgated thereunder and all
references herein to any agreement mean such agreement as amended,
modified, varied, restated, or replaced from time to time with the written
agreement of the parties hereto.
2. TCS Services
2.1 Service Provider
(a) The Customer hereby appoints TCS and authorizes TCS to act as the gateway
service provider to the Customer for the SCD Service and TCS hereby
acknowledges, confirms and agrees to such appointment and authorization by
the Customer.
(b) TCS agrees to connect the Customer's Certified ABMs to the SCD Service and
to perform all connection services for the Customer in the SCD Service and
to perform all services that may be necessary or required for TCS to act
and/or function as the gateway service provider to the Customer to
facilitate the completion of SCD transactions conducted by cardholders at
Eligible ABMs, all in accordance with and pursuant and subject to:
(i) The terms and conditions of this Agreement; and
(ii) The Interac Association regulations; and
(iii) The International Network regulations and
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(iv) Any of TCS's internal policies which relate to the security or
to the quality of service provided by TCS.
2.2 Surcharging
TCS will make available, upon the Customer's request, a surcharge fee that
will be levied to all Interac network transactions.
At this time, surcharge fees are not permitted on International Network
transactions.
The surcharge fee amount is set by ABM during the installation of the ABM
into the TCS Switch.
2.3 Settlement Agent
(a) The Customer hereby appoints TCS and authorizes TCS to act as the
Settlement Agent for the Customer in the SCD Service, and TCS hereby
acknowledges, confirms and agrees to such appointment and authorization by
the Customer.
(b) TCS agrees to perform all services that may be necessary or required for
TCS to act and/or function as, and to represent the Customer as, the
Settlement Agent for the Customer in the SCD Service, all in accordance
with and pursuant and subject to:
(i) The terms and conditions of this Agreement; and
(ii) The Interac Association Regulations; and
(iii) The International Network regulations; and
(iv) Any of TCS's internal policies which relate to the security or
to the quality of service provided by TCS.
(c) TCS shall collect, for and on behalf of the Customer, all fees, charges
and/or other monies payable to the Customer for transactions emanating
from ABMs operated by TCS on behalf of the Customer, and/or its
Affiliates, and/or the Cash Supplier. TCS shall deposit the same, less its
Charges, to the Customer Account by no later than one Business Day
following such time as such fees, charges and/or other monies are
transferred to TCS by the Settlement Agent using the means agreed to from
time to time by Settlement Agent and TCS at their sole discretion.
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(d) The Customer acknowledges, confirms and agrees that Schedule "B" annexed
hereto sets forth the fees payable to TCS by the Customer for transactions
captures by TCS at ABMs operated by TCS on behalf of the Customer.
2.4 Covenants with respect to the SCD Service
TCS covenants and agrees that:
(i) it shall maintain the levels of performance of all elements of all
of the Customer's ABMs in accordance with the standards set out in
Schedule "E" attached hereto;
(ii) it shall comply in all respects with all of:
(A) the agreements, terms and conditions set forth in this Agreement;
and
(B) the Interac Association regulations; and the International Network
regulations; and
(C) any of TCS's internal policies which relate to the security or to
the quality of service provided by TCS.
(iii) for the fees payable by the Customer and detailed in Schedule "G"
attached hereto, it shall provide a central operations monitoring
service to capture alerts from the Customer's ABMs and will provide
an optional support services in accordance with Schedule "C"
attached hereto;
(iv) for the fees payable by the Customer and detailed in Schedule "D"
attached hereto, it shall provide a change distribution service to
effect change to the Customer's ABMs enrolled in the optional
support service;
(v) at TCS's sole discretion, it shall provide liaison services with an
Installation Service agent, under contract or agreement with the
Customer, for first time installation of the Customer's ABMs into
TCS's Switch;
(vi) it shall provide bank accounts set up specifically for the purpose
of settling such network fees, charges and/or other monies held in
trust by TCS for and on behalf of the Customer and payable to the
Customer for transactions emanating from ABMs operated by TCS on
behalf of the Customer;
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(vii) as mutually agreed between the Parties, it shall put in place
processes, which shall ensure that any change to TCS's records with
respect to the Customer Account shall be made only with written
notification from the Customer and further that TCS agrees that it
shall not direct the monies payable to the Customer to any other
account without prior written authorization or direction from the
Customer;
(viii) it shall provide by electronic means defined and mutually agreed to
from time to time by TCS and the Customer, such reports as are
defined in Schedule "H" attached hereto;
(ix) it shall notify the Customer within five business days of any change
to the network fees received by TCS, as laid out in Schedule "B"
attached hereto.
(x) for a fee schedule detailed in Schedule "J" attached hereto, it
shall provide access to a facility which will allow the Customer to
retrieve certain information pertaining to their Eligible ABMs in
accordance with Schedule "J" attached hereto.
3. Customer Obligations
3.1 Customer Covenants
The Customer covenants and agrees:
(i) to comply in all respects with all
(a) the agreements, terms and conditions set forth in this
Agreement; and
(b) the Interac Association regulations; and
(c) The International Network regulations; and
(d) any of TCS's internal policies which relate to the security or
to the quality of service provided by TCS.
(ii) to provide an account in good standing at a chartered Canadian Bank
for settlement (the "Customer Account");
(iii) to deliver and / or transmit to TCS all electronic and
non-electronic information associated with the Customer's ABMs as
may be required
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by TCS in order to function as the Connection Service Provider to,
and the Settlement Agent for, the Customer in the SCD Service;
(iv) the Customer shall [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION];
(iv) the Customer shall pay all expenses related to the on-site
maintenance of its Eligible ABMs operated by TCS on the Customer's
behalf and that TCS shall not, at any time or in any way or in any
manner whatsoever, be liable for, or be responsible for,
maintaining, servicing, or upgrading a Customer's ABM excepting the
electronic distribution of ABM operating parameters as detailed in
Schedule "D" of this Agreement;
(v) at TCS's request, the Customer agrees to participate in the
resolution of any disputed transactions (as defined by the Interac
Association) and further that the Customer agrees to be bound by any
decision made by the Bank of Montreal, or other such agency under
contract to TCS to provide funds and fee settlement;
(vi) that TCS shall not, at any time or in any way or in any manner
whatsoever, be liable for, or be responsible for financing the
purchase, lease or rental of a Customer's ABM;
(vii) the Customer shall [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION].
(xi) the Customer acknowledges that TCS has all ownership rights to TCS's
Switch software and hardware;
(xii) the Customer will be responsible for all costs and expenses of
installing, renting, operating and maintaining the communications
facilities required to connect the Customer's ABM at the remote
site. Further that all monthly communications costs associated with
the said communications facilities shall be the responsibility of
the Customer and that TCS shall not, at any time or in any way or in
any manner whatsoever, be liable for, or be responsible for such
communications facilities. Such communications facilities, as
mutually agreed to by
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both Parties, shall be installed in accordance with TCS's
requirements for said facilities;
(xiii) the Customer will be responsible for all costs and expenses of
installing an ABM at a remote site;
(xiv) the Customer will be responsible for all the costs and expenses of
replenishing the ABM with cash or other media and that TCS shall
not, at any time or in any way or in any manner whatsoever, be
liable for, or be responsible for such replenishment services; and
(xv) the Customer agrees that it will provide staff and such resources as
are required to carry out software maintenance at the ABM site and
that this resource will be made available on an as required basis
subject to a reasonable notification by TCS of the required
maintenance and the desired completion date.
(xvi) the Customer agrees to make funds available in a timely fashion to
enable TCS to settle transactions disputed by a cardholder and
subsequently found to be processed in error.
4. Audit
TCS shall have the right, at any time upon written demand made by TCS to
the Customer, to inspect, during normal business hours, those computer
facilities and operations of the Customer which are involved in any part
of TCS's Switch. Qualified third party consultants, as determined by TCS
at its sole discretion, will be employed by TCS for the purpose of any
such inspection. The Customer shall have the right, as a condition of such
inspection, to require any such consultants to execute such form of
confidentiality agreement as the Customer may reasonably require. The cost
of any such inspection shall be the sole responsibility of TCS and any
such consultant so employed will be required to create reports, which are
accessible only to TCS and the Customer.
The Customer shall be entitled to receive a copy of any report, which is
generated by the consultants engaged for the purpose of conducting such
audit.
5. Term and Termination
5.1 Initial Term
This Agreement shall be effective and shall continue in foil force and
effect for an initial term (the "Initial Term") of three (3) years as of
and from the Commencement Date, unless and until terminated pursuant to
the terms of this
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Agreement, and shall continue and remain in full force and effect under
the same terms and conditions after the Initial Term for successive two
(2) year periods (each such period being a "Renewal Term") unless and
until terminated pursuant to the terms of this Agreement or unless either
party gives notice to the other party at least ninety (90) days prior to
the expiration of the Initial Term or a subsequent Renewal Term that they
wish to terminate this agreement. If such notice is given the effect shall
be as described in Section 5.5 of this Agreement.
5.2 Termination (Non Monetary Default)
Except as otherwise set forth in and subject to Section 5.3, if either
Party believes, as determined in its sole discretion, that there has been
a material breach of this Agreement by the other Party (the "Breaching
Party"), such Party ("the Claiming Party") must notify the Breaching Party
in writing specifying in reasonable detail the nature of the breach within
thirty (30) days of learning of said breach.
In the case of a partial loss of service, the Breaching Party shall have
thirty (30) days (or longer if the Parties agree) in which to remedy the
breach. If such a breach has not been remedied to the satisfaction of the
Claiming Party by the end of the 30-day remedy period (or such longer
remedy period if the Parties agree), the Claiming Party shall have the
right to issue formal written notice of termination to the Breaching
Party, such termination to take place no sooner than, the fifth (5`h)
Business Day following the expiration of such 30 day or longer period.
In the case of a complete loss of service, whereby none of the Customer's
ABMs are able to connect to TCS's Switch, TCS shall have three (3) days
(or longer if the Parties agree) in which to restore the TCS Switch to a
fully operating service and restore access to the Customer's ABMs. If the
TCS Switch is not restored to full service by the end of the 3-day remedy
period (or such longer period if the Parties agree), the Customer shall
have the right to issue formal written notice of termination to TCS, such
termination to take place immediately on issuing the written notice.
5.3 Termination (Monetary Default)
If either Party should default in the payment of any sum or amount due
hereunder and such default is not remedied within one (1) Business Day
after written notice thereof is given by the non-defaulting Party to the
defaulting Party, such non-defaulting Party may, at its option and without
further notice, immediately terminate this Agreement without prejudice to
any other remedies which it may have by reason of such default.
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5.4 Termination (Insolvency)
If either party shall:
(i) admit in writing its inability to pay its debts generally as they
become due or generally fail or cease to pay its debts generally as
they mature or become due; or
(ii) cease or threaten to cease to carry on its business or commit or
threaten to commit any act of bankruptcy; or
(iii) make or agree to make an assignment, disposition or conveyance,
whether by sale or otherwise, of all of its assets (or a substantial
portion thereof) in bulk; or
(iv) have or suffer a judgement order, decree, execution, writ, warrant,
sequestration, extent or any similar process, made, issued, entered
and/or enforceable against, or a distress, execution or analogous
process levied or enforceable upon all or any substantial part of
its property or assets which is not removed stayed, set aside,
denied, vacated, or released within thirty (30) days after the
issuance, entry, levy thereof or after any stay is removed, vacated,
denied, or set aside; or
(v) consent to or suffer the appointment of a trustee, trustee in
bankruptcy, liquidator, receiver and manager, custodian, curator,
sequester or other official with similar powers in respect to all or
any substantial part of its property or assets, which appointment is
not stayed, removed, set aside, denied, vacated, or released within
thirty (30) days after the date thereof or after any stay is
removed, vacated, denied or set aside; or
(vi) have any proceeding instituted or commenced against it to adjudicate
it as bankrupt or insolvent, or to petition it into bankruptcy, or
to seek liquidation, winding up, reorganization or arrangement,
relief from or composition of its debts, under any applicable
legislation now or in the future, including without limitation under
the Companies' Creditors Arrangement Act (Canada) , Bankruptcy and
Insolvency Act (Canada) or the lending-Up Act (Canada) or any other
bankruptcy, insolvency, or analogous laws; or
(vii) take any action in respect to its dissolution, winding-up or
liquidation, or institute any proceedings to be adjudicated a
bankrupt or insolvent, or consent to, approve or authorize the
institution of bankruptcy or
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insolvency proceedings against it, or file any petition or proposal
to take advantage of any act of insolvency, or take any action, make
any proposal or file or present any petition (or consent to the
filing or presentment of any such petition), answer or consent
seeking liquidation, winding-up, reorganization, arrangement or
relief from or composition of its debts under any applicable
legislation now or in the future, including without limitation under
the Companies' Creditors Arrangement Act (Canada), Bankruptcy and
Insolvency Act (Canada) or the Winding-Up Act (Canada) or any other
bankruptcy, insolvency, or analogous laws, or make any assignment in
bankruptcy or make any other assignment for the benefit of
creditors, or take any corporate action in furtherance of any of the
aforesaid purposes;
then the other Party shall have the right, subject to the Applicable Laws,
to terminate this Agreement immediately and / or take any other reasonable
actions it considers necessary or desirable, including without limitation,
establishing reserves, withholding payments or funds due or available to
or on behalf of such other Party.
5.5 Effect of Termination
(a) During any period after which notice of termination has been given
by either Party and prior to the termination of this Agreement,
except as otherwise provided herein, each of TCS and the Customer
shall continue to fulfill its respective obligations hereunder,
unless otherwise prohibited by law.
(b) In the event of the expiration or termination of the Agreement, the
Customer shall perform any such acts and execute and deliver any
such documents reasonably required to give effect to the expiration
or the termination of this Agreement in accordance with any written
request of TCS.
(c) In the event of the expiration or termination of the Agreement, TCS
shall perform any such acts and execute and deliver any such
documents reasonably required to give effect to the expiration or
the termination of this Agreement in accordance with any written
request of the Customer.
(d) In the event of the expiration or termination of the Agreement all
ABMs operated by TCS on behalf of the Customer and/or its affiliates
shall, at TCS's discretion, be suspended from the Switch.
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(e) Notwithstanding the expiration or termination of this Agreement for
any reason:
(i) all monetary and non-monetary obligations of the Parties under
this Agreement owing and / or to be performed or discharged to
the date of expiration or termination shall survive such
expiration or termination;
(ii) the provisions of Section 3.1(xvi), Section 7 and Section 9
shall survive any expiration or termination of this Agreement
with respect to events occurring at or prior to such
expiration or termination or matters, which survive
expiration, or termination.
6. Fees
6.1 Fee payable by the Customer
(i) In consideration of TCS providing the Customer with SCD Services,
the Customer agrees to pay TCS the aggregate amount of fees and
charges, calculated on a per SCD transaction basis, set forth in
Schedule "B" attached hereto (collectively, the "Fee") [CONFIDENTIAL
PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]; and
(ii) For each ABM installed, moved to a new location, or significantly
upgraded by the Customer and attached to TCS's Switch network as
defined in this agreement, a one time charge as set forth in
Schedule "F" attached hereto; and
(iii) For each ABM enrolled in the optional support services by the
Customer and attached to TCS's Switch network as defined in this
Agreement, a monthly charge as set forth in Schedule "G" attached
hereto; and
(iv) For each change to an ABM enrolled in the optional change management
process by the Customer and attached to TCS's Switch network as
defined in this Agreement, a per change charge as set forth in
Schedule "D" attached hereto.
(v) The fee charged by Interac for each transaction processed by TCS on
behalf of the Customer.
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(vi) A one-time fee, set forth in Schedule I, to enroll the Customer as a
valid organization in TCS's switch network.
6.2 Billing
(a) The Charges shall be due and payable in arrears, and TCS to obtain
payment will deduct the amount of the Charges or any part thereof
from, or setoff and apply the amount of the Charges or any part
thereof against, any amounts or payments due by TCS to the Customer
under any agreement, document or instrument entered into between the
Customer and TCS or executed and delivered by TCS to or in favour of
the Customer.
(b) The determination of the Charges by TCS in accordance with Schedule
"B" annexed hereto shall, in the absence of manifest error,
constitute evidence of the Charges and such determination by TCS
shall be binding upon the Customer.
(c) The fees owing to TCS as a result of TCS performing the optional
services as detailed in 6.1 (ii), 6.1(iii), 6.1(iv) shall be due and
payable in arrears, and TCS to obtain payment will deduct the amount
of the Charges or any part thereof from, or set-off and apply the
amount of the Charges or any part thereof against, any amounts or
payments due by TCS to the Customer under any agreement, document or
instrument entered into between the Customer and TCS or executed and
delivered by TCS to or in favour of the Customer; and
(d) The fees charged by Interac to TCS as a result of TCS processing SCD
transactions from the Customer's Eligible ABMs shall be due and
payable in arrears, and TCS to obtain payment will deduct the amount
of the Charges or any part thereof from, or set-off and apply the
amount of the Charges or any part thereof against, any amounts or
payments due by TCS to the Customer under any agreement, document or
instrument entered into between the Customer and TCS or executed and
delivered by TCS to or in favour of the Customer; and
(e) If the Customer fails to pay any of the Charges or other amounts of
any nature payable by it hereunder on the due date therefor, the
Customer shall [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION].
(f) If, for reasons entirely within its control, TCS fails to pay any of
the Charges or other amounts of any nature payable by it hereunder
on the
16
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
due date therefor, TCS shall [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
7. Confidentiality
(i) Except as otherwise provided in this Agreement, TCS and the Customer
shall treat the Confidential Material of the other as confidential;
exercise at least the same degree of care and discretion with
respect to the Confidential Material of the other as it exercises in
protecting its own Confidential Material; not disclose or otherwise
make available any of the Confidential Material of the other to
third parties; not copy any of the Confidential Material of the
other without the prior written consent of the other; and instruct
its personnel who may gain access to the Confidential Material of
the other to observe these restrictions.
(ii) TCS agrees that it shall not, at any time disclose the nature of its
business relationship with the Customer to third parties or use the
Customer's name in any advertising copy or any promotional materials
or messages, without the Customer's prior written consent.
(iii) This Section 7 does not apply to any information that is in the
public domain through no breach of confidence by TCS or the Customer
and to information that is available to one party from some source
other than the party without a breach of confidentiality with the
other party or is independently developed by the other Xxxxx.
8. Warranties
TCS hereby represents and warrants to the Customer as follows:
(a) TCS has the right and the requisite power and authority, corporate
and otherwise, to perform its obligations under this Agreement in
accordance with the provisions of this Agreement;
(b) TCS is a Member in good standing of the Interac Association;
(c) At TCS's sole discretion, it has contracted CUE Datawest as its
service provider in the Interac SCD Service; and
(d) At TCS's sole discretion, it has contracted Bank of Montreal and
Moneris as its service providers in the International Networks; and
17
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
(e) TCS is in compliance in all material respects with the Interac
Association Regulations.
9. Indemnity and Remedies
9.1 By the Customer or its Agents
Subject to Section 9.3, the Customer or its Agents shall indemnify and
hold TCS, its officers, directors, employees, agents, and other
representatives harmless, from and against any Losses incurred or suffered
by such Persons which are, directly or indirectly, or in any way or in any
manner whatsoever, the result of, caused by or arise by reason of
(i) any intentional, wrongful or negligent act or omission of the
Customer or of officers, directors, employees, Agents, legal counsel
and other representatives in the performance of any of the duties
and obligations of the Customer under this Agreement or otherwise;
(ii) any misrepresentation by, or breach of any warranty of, the Customer
or its Agents contained in this Agreement;
(iii) any default by the Customer or its Agents under, or any breach or
contravention by the Customer of, any agreement, covenant, term or
provision of this Agreement; and
(iv) the enforcement of this Agreement or any provision hereof as a
result of any of the matters set forth in Sections 9.1(i). 9.1(ii)
or 9.1 (iii).
9.2 By TCS
Subject to Section 9.3, TCS shall indemnify and hold the Customer, its
officers, directors, employees, agents, and other representatives
harmless, from and against any Losses incurred or suffered by such Persons
which are, directly or indirectly, or in any way or in any manner
whatsoever, the result of, caused by or arise by reason of
(i) any intentional, wrongful or negligent act or omission of TCS or of
its officers, directors, employees, agents, legal counsel and other
representatives in the performance of any of the duties and
obligations of TCS under this Agreement or otherwise;
(ii) any misrepresentation by, or breach of any warranty of TCS or its
agents contained in this Agreement;
18
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
(iii) any default by TCS or its agents under, or any breach or
contravention by TCS of, any agreement, covenant, term or provision
of this Agreement; and
(iv) the enforcement of this Agreement or any provision hereof as a
result of any of the matters set forth in Sections 9.2(i). 9.2(ii)
or 9.2(iii).
9.3 Limitation of Liability
In no event shall:
(i) Either Party be liable to the other, or in any way or in any manner
whatsoever, for any indirect, incidental, special, consequential or
punitive damages, including but not limited to lost profits, lost
business revenue, failure to realize expected savings, or other
commercial or economic loss;
(ii) TCS be liable for any indirect, incidental, special, consequential
or punitive damages caused by actions or omissions of the Bank of
Montreal, the Interac Association or its members;
(iii) TCS be liable for any indirect, incidental, special, consequential
or punitive damages caused by actions or omissions of CUE Datawest
or Credit Union Central of British Columbia;
(iv) TCS be liable for any indirect, incidental, special, consequential
or punitive damages caused by decertification of an ABM, an ABM
defect or improper operation of the ABM.
9.4 Indemnification Notice
Each Party shall promptly notify the other Party of any claim, demand,
suit, action or threat of suit or action of which the Party becomes aware
(except with respect to a threat of suit or action either Party might
institute against the other Party) which may give rise to a right of
indemnification pursuant to this Agreement. The indemnifying Party will be
entitled to participate in the settlement or defense thereof and, if the
indemnifying Party elects, to take over and control the settlement or
defense thereof with counsel satisfactory to the indemnified Party. In any
case, the indemnifying Party and the indemnifies Party shall cooperate (at
no cost to the indemnified Party) in the settlement or defense of any such
claim, demand, suit or proceeding.
10. Exclusivity
19
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
(a) This Agreement and the rights granted hereunder by the
Customer to TCS are nonexclusive. Nothing in this Agreement
shall prevent the Customer from engaging or retaining any
other Person to provide any of the services, which are
identical or similar to any of the TCS Switch services.
(b) This Agreement and the rights granted hereunder by TCS to the
Customer are nonexclusive. Nothing in this Agreement shall
prevent TCS from engaging or offering to other Person services
or arrangements, which are similar to those, set forth herein.
11. Relationship of Parties
Except as expressly provided in the Agreement, nothing contained in this
Agreement shall be deemed or construed by the Parties, or any other third
party, to create the relationship of partnership, agency, or joint venture
or an association for profit between or among TCS and the Customer, it
being understood and agreed that neither the method of computing
compensation nor any other provision contained herein shall be deemed to
create any relationship between the Parties other than the relationship of
independent parties contracting for services. Except as expressly provided
in the Agreement, neither Party has, nor hold itself out as having, any
authority to enter into any contract or create any obligation or liability
on behalf of, in the name of, or binding upon the other Party.
12. Non-Assignability; Binding Effect
(a) This Agreement and the rights, benefits, interests and
obligations hereunder are personal and shall not be
transferred or assigned by the Customer, directly or
indirectly, either voluntary or by operation of law, without
prior written consent of TCS, which consent of TCS may not be
unreasonably withheld. No consent of TCS to any such
assignment or transfer shall have the effect of releasing the
Customer from any of its obligations or liabilities under this
Agreement.
(b) This Agreement and the rights, benefits, interests and
obligations hereunder are personal and shall not be
transferred or assigned by TCS, directly or indirectly, either
voluntary' or by operation of law, without prior written
consent of the Customer, which consent of the Customer may not
be unreasonably withheld. No consent of the Customer to any
such assignment or transfer shall have the effect of releasing
TCS from any of its obligations or liabilities under this
Agreement.
20
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
(c) This Agreement is entered into solely for the benefit of TCS
and the Customer and, except as contemplated by this Section
12, shall not confer any rights upon any Person not a party to
this Agreement. This Agreement shall enure to the benefit of
and be binding upon the Customer and its successors and
permitted assigns, provided that the terms of Section 12 have
been met. This Agreement shall enure to the benefit of and be
binding upon TCS and its successors and assigns.
13. Waiver
Failure to enforce any rights hereunder, irrespective of the length of
time for which such failure continues, shall not constitute a waiver of
those or any other rights.
14. Titles
Titles or captions contained in this Agreement are inserted only for
convenient reference, and in no way define, limit or describe the scope or
intent of this Agreement or any provisions hereof.
15. General
Notwithstanding anything herein, the Customer shall be entitled to assign
its rights and obligations under this Agreement to a subsidiary or
Affiliate of the Customer provided that such subsidiary or Affiliate shall
agree in writing to be bound by the terms and conditions hereof in lieu of
the Customer.
Time is of the essence of this Agreement. Any extension of time granted
shall not be deemed to be a waiver of the foregoing provision. This
Agreement constitutes the entire Agreement between the parties on its
subject matter and supersedes all prior written or oral agreements between
the parties; may not be assigned by either party without the prior written
consent of the other; shall inure to the benefit of and be binding upon
the parties and their respective successors and permitted assigns; and
shall be exclusively governed by the laws of the province of Ontario.
16. Governing Law
This Agreement shall be construed, and the legal relations between the
parties hereto shall be determined, in accordance with the laws of
Ontario, Canada in force therein.
21
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
17. Notice
Save for routine operational matters, which do not materially affect the
terms and conditions of this Agreement, all notices, documents or other
communications required or permitted by the Agreement to be given to a
Party (collectively the "Notice") shall be in writing and sufficiently
given if delivered personally or by courier or if sent by prepaid
registered or certified mail (return receipt requested) or if transmitted
by facsimile which provides a receipt to such Party:.
(i) in the case of notice to TCS:
TCS (Canada) Limited,
Xxxxxxxx Xxxxxxxxx Xxxxxx,
Xxxxx 000,
700 Dorval Drive,
Oakville, Ontario,
Canada, L6K 3 V3
Attention: Vice President, Payment Solutions
Facsimile: 905 849 1396
(ii) in the case of notice to the Customer:
Attention: Xxxxxx X. Xxxxxx
Building "F", Xxxx #0, 0000-0xx Xxxxxx XX,
Xxxxxxx, Xxxxxxx,
Xxxxxx X0X 0X0
Facsimile: 000-000-0000
Notices delivered personally or by courier shall be deemed to have been
received on the date of delivery. Notices delivered by pre-paid registered
or certified mail shall be deemed to have been received on the third
Business Day after mailing, Notices delivered by facsimile shall be deemed
to have been received on the next Business Day after transmission.
22
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
TCS (CANADA) LIMITED SECURITY BANCORP. INC.
Date: Date:
---------------------------- ----------------------------------
Signed: Signed:
-------------------------- --------------------------------
Name: Xxxx Xxxxx Name:
---------------------------- ----------------------------------
Title: Vice President Title:
--------------------------- ---------------------------------
23
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
Schedule "A"
Approved ABMs for TCS's Network As at December 7, 2001
Certified ABMs
Periodically TCS will publish a revised list of Certified ABMs with their
respective level of operating software. Such list will contain the combination
of hardware and software which together will be deemed a Certified ABM
configuration for use in TCS's network. The Certified ABMs have been tested by
TCS as compliant with Interac Association regulations. If TCS becomes aware that
a Certified ABM is no longer certified so that such ABM may no longer be used in
the Interac environment and/or use of such ABM would contravene TCS's internal
policies which relate to the security or to the quality of service provided by
TCS, then TCS will promptly notify Customer about such occurrence. In such event
TCS and Customer will mutually cooperate on a way for Customer to replace the
previously certified ABMs with terminals that are Certified ABMs. TCS and
Customer will bear all their own costs thereto.
In no way does certification provide a warranty by TCS that the ABM will operate
without defect or problems in production. The Customer is at all times
responsible for assuring themselves that the ABM meets their business needs.
Certified Asynchronous Dial Connection
-----------------------------------------------------------------------------------------
TERMINAL CERTIFICATE HARDWARE SOFTWARE VERSION
DESCRIPTION ON DATE
-----------------------------------------------------------------------------------------
Access Cash 2001/04/23 IVI C2000 Protegh 6H Glory High-Cash
IACT 2000 Version 01.13 V1.02A 11-18-2000
-----------------------------------------------------------------------------------------
BVC Technologies 2000/05/04 V1.1 TCS
Micro 2001 ATM
-----------------------------------------------------------------------------------------
Chungho ComNet 2001/05/25 Main: A01-20010523
Comnet-4000 Appl: UL-COMNET40.03
Hostcom: A010
BH: 0102
DCH: B001
FH: A3
-----------------------------------------------------------------------------------------
Chungho ComNet 2001/08/24 Modem Model 0766 Main: A01-2001070401
Comnet-4000 Appl: UL-COMNET40.04
Hostcom: A021
BH: 0102
DCH: B002
FH: A4
Elec. Journal Ver2.2
-----------------------------------------------------------------------------------------
Cross 2000/02/09 BIOS v03.00.03 V05.04.00
Mini Bank 1000 RMS v02.00.00
SPR ROM v01.01.00
CDU ROM (A10)
V04.00.00
-----------------------------------------------------------------------------------------
Cross 2000/02/09 BIOS v03.00.03 v05.04.00
Mini Bank 1000 RMS v.02.00.00
SPR ROM v01.01.00
CDU ROM (A10)
v04.00.00
-----------------------------------------------------------------------------------------
24
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
-----------------------------------------------------------------------------------------
TERMINAL CERTIFICATE HARDWARE SOFTWARE VERSION
DESCRIPTION ON DATE
-----------------------------------------------------------------------------------------
Cross 1998/12/16 BIOS v02.01.00 v02.03.0A
Mini Bank 2100/2200 RMS v02.00.00
-----------------------------------------------------------------------------------------
Cross 2001/03/21 SPR ROM V01.00.02 BIOS V03.00.00
Nano Cash 2000 CDU ROM V01.00.02 Appl/V02.00.01
RMS V02.00.00
-----------------------------------------------------------------------------------------
Diebold unknown v1.10.00 Bilingual Canadian
CSP 200 Check sum FFCB
-----------------------------------------------------------------------------------------
Diebold 2000/04/19 v1.20.00 Bilingual Canadian
CSP 200 Check sum FFCB
-----------------------------------------------------------------------------------------
Diebold 200/06/07 v1.50.00 Bilingual Canadian
CSP 200
-----------------------------------------------------------------------------------------
Greenlink 2001/05/14 Software Serial#:
X-0000 Xxxxxx F-11-020-0012
(DOB: Wed. Apr 25 13:50:48
2001)
BIOS: Serial#F15-06-2001
(DOB: Thur Mar 01 15:10:25
2001)
-----------------------------------------------------------------------------------------
Greenlink 1999/04/30 v1.1 TCS
T-1000 Series
-----------------------------------------------------------------------------------------
Xxxxxx 2000/04/17 Veri-Phone v4.631 Canada / TCS v04.04
Nurit 5000
-----------------------------------------------------------------------------------------
Xxxxxx 2000/09/21 Veri-Phone TCS v04.07
Nurit 5000
-----------------------------------------------------------------------------------------
NCR 2001/04/16 Pentium and 486 systems @tmEase 1.00.04 with French
MCD 2 Extensions
-----------------------------------------------------------------------------------------
Xxxxxxxx Grumman 1999/09/01 PinPad/Windows 98 v.5.0.0.1
SmartTouch 3000 O/S
-----------------------------------------------------------------------------------------
Xxxxxxxx Grumman unknown v5.0.0.1
SmartTouch 3000
-----------------------------------------------------------------------------------------
Xxxxxxxx Grumman 2000/08/14 New PinPad MGR v5.0.3.1
SmartTouch 3000 part#1K12P105
-----------------------------------------------------------------------------------------
TBS 2000/03/20 Veri-Phone v1.2a Canada
WRGS - CASS 2000
-----------------------------------------------------------------------------------------
Tidel 1999/04/08 v4.71 Canada
Any Card/Ignition
Services
-----------------------------------------------------------------------------------------
Xxxxx 0000/00/00 x0.00 Xxxxxx
Any Card/Ignition
Services
-----------------------------------------------------------------------------------------
Triton 2001/05/11 EPROM: SD01.01B40 PROGRAM: SA-9900.44
9600 01/08/98 12/18/00
TABLE: ST9919.02
12/18/00
-----------------------------------------------------------------------------------------
Triton 2001/12/04 EPROM: SD01.04B40 LOAD File SD010014.30
9600 01/08/98 UPDATE File SAT-0100.30
PROGRAM: SA-9900.44
TABLE: ST-9919.02
-----------------------------------------------------------------------------------------
Triton 2001/05/25 EPROM: SD01.04B41 PROGRAM: UA-9900.31
9640 01/08/98 12/28/00
TABLE: UT-9901.10
05/31/00
------------------------------------------------------------------------------------------
25
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
------------------------------------------------------------------------------------------
TERMINAL CERTIFICATE HARDWARE SOFTWARE VERSION
DESCRIPTION ON DATE
------------------------------------------------------------------------------------------
Triton 2001/06/06 EPROM ND01.004B41 PROG. NA-9900.11
MAKO TABLE: nt-0003.04
LOAD: ND 990014.09
UPDATE: NAT-9901.08
------------------------------------------------------------------------------------------
Triton 1998/08/05 EPROM SD01.004B41 Prog. UA-9900.02 10/01/98
Mini-Cash ATM 10/01/98 Table UT-9901.01 10/07/98
------------------------------------------------------------------------------------------
WinCor Nixdorf 2000/05/02 Windows NT O/S v1.4.4 (TCS) (2050)
2050 Tlink/NT
------------------------------------------------------------------------------------------
Wincor Nixdorf (IBM) 2001/05/01 The version number is 2.3.8
Procash Compact
with EPP The product name is
P166 CPU Bettle L ATLink/NT; some people call
model it simply ATLink
------------------------------------------------------------------------------------------
Wincor Nixdorf (IBM) 2001/07/06 The version number is 2.3.13
Procash Compact (Casino Module)
with EPP The product name is
P166 CPU Bettle ATLink/NT; some people call
L model it simply ATLink
------------------------------------------------------------------------------------------
Wincor Nixdorf 1999/07/29 Windows NT O/S v1.4.4 (TCS)
Pro Compact
TLink/NT
------------------------------------------------------------------------------------------
WRGS - Version 100 2001/09/21 Class___V22L EPROM: ICE6KML403
------------------------------------------------------------------------------------------
De-certified Asynchronous Dial Connection
These ATM software versions are no longer certified to the network.
----------------------------------------------------------------------------------------
TERMINAL DE-CERTIFICATION SOFTWARE VERSION OTHER INFORMATION
DESCRIPTION DATE
----------------------------------------------------------------------------------------
NCR 2001/04/16 NDC+ Dialup All new dialup MCD2 machines
MCD 2 must use a certified version
of @tmEase
----------------------------------------------------------------------------------------
Triton 2001/04/30 Prog. NA-9901.10 See new certification on
MAKO 003/27/00 2001/06/06
Table NT-0003.04 Prog. NA-9900.11
03/27/00
Load: ND990014.08 Table NT-0003.04
03/27/00 Load: ND990014.08
Update: NAT-9901.08
----------------------------------------------------------------------------------------
Triton 2001/09/19 Prog. NA-9901.10 See new certification on
MAKO 04/05/99 2001/06/06
Table NT-0003.01 Prog. NA-9900.11
03/03/99
Load: Table NT-0003.04
Load: ND990014.08
Update: NAT-9901.08
----------------------------------------------------------------------------------------
26
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
DataPac 3201 Connection
------------------------------------------------------------------------------------------
TERMINAL CERTIFICATE HARDWARE SOFTWARE VERSION
DESCRIPTION ON DATE
------------------------------------------------------------------------------------------
Diebold 1999/04/24 STP912EMG v.4.13P
1063
------------------------------------------------------------------------------------------
Diebold 2001/06/06 TCS OS2_912-4.50.06
1064 CSS 2.33.04
FTA 01/03/96
EDC 2.12
------------------------------------------------------------------------------------------
Diebold 1999/03/17 24 volt power supply OS/2 912 v4.70.02 with CSD02
CSP400
------------------------------------------------------------------------------------------
Diebold 2000/06/07 12 volt power supply OS/2 912 v.4.70.02
CSP 400
------------------------------------------------------------------------------------------
Fujitsu 1999/10/24 912 Emu - v3.03.01
7000 Series ATM
------------------------------------------------------------------------------------------
NCR 1999/10/24 S41 94.02.00 NDC Native
MCD1 on 3201
------------------------------------------------------------------------------------------
NCR 1999/10/24 S41 94.02.00 NDc Native
MCD2 on 3201
------------------------------------------------------------------------------------------
NCR 2000/05/08 S41 94.02.00 NDC Native
P40
------------------------------------------------------------------------------------------
Wincor Nixdorf 2000/07/01 v1.2/20
ProCash Compact 912 Emulation
------------------------------------------------------------------------------------------
De-certified Datapac 3201 Connection
These ATMs or ATM software versions are no longer certified to the network.
----------------------------------------------------------------------------------------
TERMINAL DE-CERTIFICATION SOFTWARE VERSION OTHER INFORMATION
DESCRIPTION DATE
----------------------------------------------------------------------------------------
NCR 2001/11/30 v7.0.0 NDC Native No new installs of this
5070 v8.0.8 NDC Native machine will
be accepted.
----------------------------------------------------------------------------------------
NCR 2001/11/30 v7.0.0 NDC Native Through the wall version of
5085 v8.0.8 NDC Native the 5070.
No new installs of this
machine will be accepted.
----------------------------------------------------------------------------------------
27
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
Schedule "B" TCS Network Fees
Part 1: Customer Fees to TCS
The Customer agrees to pay TCS a fee for every complete transaction conducted
through its Eligible ABMs attached to the TCS Switch, according to the following
rate structure based on transaction volumes and currency type.
a) Canadian currency transactions (Interac)
--------------------------------------------------------------------------------
Total number of complete Cdn transactions per month Fee per Cdn transaction
--------------------------------------------------------------------------------
[CONFIDENTIAL PORTION DELETED AND FILED [CONFIDENTIAL
SEPARATELY WITH THE SECURITIES AND PORTION DELETED
EXCHANGE COMMISSION] AND FILED
SEPARATELY WITH
THE SECURITIES AND
EXCHANGE
COMMISSION]
--------------------------------------------------------------------------------
The above transaction fees will be collected for each and every complete
transaction from the Customer's Eligible ABMs at the appropriate tiered rate.
The appropriate tiered rate used to calculate the fee will be based on total
volume of complete transactions from Eligible ABMs in the preceding calendar
month.
The POSHnet transaction fee does not include a usage fee charged by lnterac,
which will be billed to the customer monthly based on the previous month's
transaction volume.
b) Cirrus, AMEX, Cirrus International
--------------------------------------------------------------------------------
Total number of complete Cirrus, AMEX and Cirrus Fee per USD transaction
International transactions per month
--------------------------------------------------------------------------------
[CONFIDENTIAL PORTION DELETED AND FILED [CONFIDENTIAL
SEPARATELY WITH THE SECURITIES AND PORTION DELETED
EXCHANGE COMMISSION] AND FILED
SEPARATELY WITH
THE SECURITIES AND
EXCHANGE
COMMISSION]
--------------------------------------------------------------------------------
The above transaction fees will be collected for each and every complete
transaction from the Customer's Eligible ABMs at the appropriate rate.
c) PLUS
28
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
--------------------------------------------------------------------------------
Total number of complete PLUS transactions per Fee per USD transaction
month
--------------------------------------------------------------------------------
[CONFIDENTIAL PORTION DELETED AND FILED [CONFIDENTIAL
SEPARATELY WITH THE SECURITIES AND PORTION DELETED
EXCHANGE COMMISSION] AND FILED
SEPARATELY WITH
THE SECURITIES AND
EXCHANGE
COMMISSION]
--------------------------------------------------------------------------------
The above transaction fees will be collected for each and every complete
transaction from the Customer's Eligible ABMs in two payments:
1) At a rate of [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] USD per transaction net off and
collected from each transaction's network interchange during of the
Customer's daily settlement process. Interchange will be paid as per the
Cirrus network Interchange amounts.
2) At the beginning of each calendar month TCS will provide the Customer with
a summary report identifying the number of PLUS transactions processed
through their Eligible ABMs during the preceding calendar month. TCS, to
obtain the remaining [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] USD fee transaction plus the
overpayment of [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] USD paid throughout the month, TCS
will net off the Customer's network fee settlement each settlement day
until full payment has been achieved.
Part 2: TCS Transaction Payments to the Customer
TCS will forward all transaction fees received from the various networks to the
Customer, less the TCS fees described in Part 1 above. TCS agrees that it shall
not change the transaction fees described below unless such change is as a
result of a system wide change to the fee structure by Interac, Bank of
Montreal, Circuit, Cirrus or Cirrus International. All amounts expressed in USD
will be settles in Canadian dollars at an exchange rate set by the Settlement
Agent.
29
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
--------------------------------------------------------------------------------
Interac Cirrus/Amex Cirrus Intl PLUS Intl PLUS
--------------------------------------------------------------------------------
Complete [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]
--------------------------------------------------------------------------------
On each Business Day, TCS shall pay the Customer an amount equivalent to fees
collected from the networks, less its fees described in Part 1 above, for each
complete transaction processed by TCS's Switch on the previous Business Day.
30
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
Schedule "C" Support Processes and Services
Service Offering #1
For each Eligible ABM enrolled in the optional Support Processes and Services
fee based service, TCS will provide:
1800 Phone support
TCS will provide a 1 800 phone service to support the network of Eligible ABMs
installed by the Customer and will act as the first line support agent for
network support calls. Such 1 800 phone dispatch will be available 24 hours a
day, seven days a week 365 days a year.
TCS will receive calls from the Customer. We will act upon these calls and also
act upon information discovered from TCS's network monitoring systems installer
for such purpose.
As mutually agreed to by the Parties, TCS will:
(i) telephone, fax or communicate via electronic mail the Customer's appointed
Cash Supplier if the Eligible ABM is low on cash;
(ii) telephone, fax or communicate via electronic mail the Customer's appointed
service organization for other problems identified with the Customer's
Eligible ABM.
TCS will not be responsible for any site visits to resolve a problem call. TCS's
support services are limited to problems, which can be identified and resolved
by means of electronic remote management of the distributed ABM.
Alert retrieval
For ABMs suitably equipped to perform this function TCS will use its best
efforts to accept alerts issued by each ABM operated on behalf of the Customer.
For alerts transmitted to TCS from an ABM operated on behalf of the Customer,
TCS will, at its sole discretion:
(a) telephone, fax, pager or communicate via electronic mail the Customer's
appointed cash replenishment agent if the Eligible ABM is low on cash;
31
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
(b) telephone, fax, pager or communicate via electronic mail the Customer's
appointed service organization for other problems identified with the
Customer's Eligible ABM.
TCS will not be responsible for any site visits to resolve an alert. TCS's
support services are limited to problems, which can be identified and resolved
by means of electronic remote management of the distributes ABM.
Service Offering # 2
For an additional fee (as per Schedule 'G' attached hereto ) per Eligible ABM,
TCS will perform all of Service Offering #1 plus:
Electronic Journal Retrieval
Periodically retrieve the electronic journal from each ABM operated on behalf of
the Customer. Such electronic journal information will be made available to the
Customer in electronic format.
32
CONNECTION SERVICES AGREEMENT No: SBC-SCD02
================================================================================
Schedule "D" Change Distribution
TCS, at its sole discretion, will make available processes to distribute change
to a select number of types of ABMs.
For those ABM types supported, TCS will make available a process for the
Customer to distribute change to their Eligible ABMs enrolled in the optional
Support Processes and Services fee based service. TCS will, at the Customer's
request and using a process put in place by TCS at its sole discretion for such
purposes, provide a means to distribute a change to the Customer's Eligible ABM.
The Customer will be charged a fee of [CONFIDENTIAL PORTION DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION].
Distributing change to the Customer's ABMs is subject to the capabilities of the
ABM vendor's software. Some ABMs allow a limited number of operating parameters,
which can be alters via a remote distribution agent and changes will only be
enabled to those parameters capable of being changed by the ABM vendor's
distribution software.
TCS will, at its sole discretion, maintain distribution software at the most
current release level of software made available by the ABM vendor for the
purpose of distributing changes to their ABMs.
This is subject to the ABM vendor's distribution software operating
substantially the same on the then current Switch operating environment and on
the then list of Eligible ABMs as detailed in Schedule "A" attached hereto.
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CONNECTION SERVICES AGREEMENT No: SBC-SCD02
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Schedule "E" Performance Levels
TCS will maintain the network at these performance levels:
1. The Switch will be available 7 days a week, 24 hours a day, 365 days of
the year subject to scheduled maintenance downtime. The Switch will
operate at not less than 98% availability excluding these periods of
scheduled downtime.
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CONNECTION SERVICES AGREEMENT No: SBC-SCD02
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Schedule "F" Fee payable for each ABM installed, moved to a new location, or
significantly upgraded by the Customer and attached to TCS's Switch network
A fee of [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION] is payable by the Customer for each ABM installed,
moved to a new location, or significantly upgraded by the Customer.
The Customer shall be responsible for the pre-production installation .of all
parameters and such additional information as is required for the ABM to operate
in accordance with TCS's Switch requirements. Such requirements will, from time
to time, be communicated to the Customer by TCS.
TCS shall be responsible for ensuring that the Switch has a corresponding ABM
master key loaded into the Switch such that financial transactions can be
processes from the Customer's ABM.
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CONNECTION SERVICES AGREEMENT No: SBC-SCD02
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Schedule "G" Monthly fee per ABM on the TCS Network
For each Eligible ABM enrolled in the optional support processes and services
fee based service, detailed in Schedule "C" attached hereto, TCS will charge a
monthly fee per ABM, based on the number of ABMs connected to the switch.
Service Offering #1
----------------------------------------------------
Number of ABMs Monthly Fee per ABM
----------------------------------------------------
[CONFIDENTIAL [CONFIDENTIAL
PORTION DELETED PORTION DELETED
AND FILED AND FILED
SEPARATELY SEPARATELY WITH
WITH THE THE SECURITIES AND
SECURITIES AND EXCHANGE
EXCHANGE COMMISSION]
COMMISSION]
----------------------------------------------------
Service Offering #2
----------------------------------------------------
Number of ABMs Monthly Fee per ABM
----------------------------------------------------
[CONFIDENTIAL [CONFIDENTIAL
PORTION DELETED PORTION DELETED
AND FILED AND FILED
SEPARATELY SEPARATELY WITH
WITH THE THE SECURITIES AND
SECURITIES AND EXCHANGE
EXCHANGE COMMISSION]
COMMISSION]
----------------------------------------------------
Such fee will be charged by TCS after the Customer's ABM has been installed and
activated in TCS's Switch for one calendar month and shall be payable by the
Customer on the first business day of each subsequent calendar month for each of
the Customer's Eligible ABMs are active in the TCS Switch.
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CONNECTION SERVICES AGREEMENT No: SBC-SCD02
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Schedule "H" Daily Reports available to the Customer
Report 006 - Daily Settlement Report
Report 015 - Daily Network Settlement Report
Report 027 - Month-to-date ABM total reports
Report 035 - Total Transactions by Terminal
Report 038 - Daily Surcharge and cash Owner Summary Report
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CONNECTION SERVICES AGREEMENT No: SBC-SCD02
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Schedule "I" One-Time Fee for Enrollment in TCS's switch network
[CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]
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CONNECTION SERVICES AGREEMENT No: SBC-SCD02
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Schedule "J" POSHweb Internet Service
Services Provided
POSHweb Internet Service provides the client with nearly instant access to
information about your banking machine or its transactions. POSHweb will allow
the user to:
1. Display ABM terminal information (e.g., name, address, surcharge amount,
cash owner details and surcharge owner details).
2. Display the last 10 transactions performed at the ABM.
3. Download daily reports.
4. Access POSHnet ABM installation documents and Newsletters.
5. Search a history of transaction details by machine for up to 3 months of
machine history.
6. See the open alerts on ABMs (certain restrictions apply).
7. Search the ABM database by a variety of terminal information (e.g., by
terminal ID, by address, by province, by city, by merchant).
8. Search the transaction database by transaction trace number.
9. Search the transaction database by Cardholder card number (first 4 digits
and last 4 digits) and list all transactions performed by a banking
machine client on any particular day on any banking machine.
10. Divide the network into sub-networks and allow sub-distributors or
merchants limited access to their ABMs in the client's network of
machines.
Standard Fee Schedule
For each login name with full service access to POSHweb Internet Service there
is a [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION].
39
