AGREEMENT FOR ELECTRONIC DATA INTERCHANGE
BETWEEN
__________________________________
AND
TXU ENERGY RETAIL COMPANY LP
THIS AGREEMENT FOR ELECTRONIC DATA INTERCHANGE (the "Agreement") is made as of ______________________________, 20________, by and between ____________________________________, ("Customer") a ______________ corporation with its principal offices at _______________________ and TXU Energy Retail Company LP ("TXU Energy") with its principal offices at 1601 Bryan, Dallas, Texas.
WHEREAS, Customer and TXU Energy wish to establish procedures whereby the parties may electronically transmit and receive data in agreed formats, in substitution of conventional paper- based documents; and
WHEREAS, Customer and TXU Energy wish to insure that such transactions are not legally invalid or unenforceable as a result of the use of available electronic technologies for the mutual benefit of the parties;
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
ARTICLE 1. PREREQUISITES
Section 1.1. Documents: Standards and Guidelines. Each party may electronically transmit to or receive from the other party any of the transaction sets, with accompanying information relating to methods of verification or acceptance (including, but not limited to, those transaction sets allowing for the electronic transfer of funds), listed in the appendix to this Agreement ("Appendix"), as well as transaction sets that the parties may, by written agreement, hereafter add to the Appendix (collectively "Documents"). All Documents shall be transmitted and processed in accordance with those Standards and Guidelines specified in the Appendix.
Section 1.2. Third Party Service Providers. Either party may transmit Documents to the other party either directly or through a third party service provider (hereinafter referred to as the "Provider") designated by the transmitting party as identified in the Appendix. Should either party wish to designate an additional or replacement Provider, through which it may subsequently transmit Documents to the other party, it shall provide 30 days written notification to the other party of its intent to so use that Provider.
Section 1.3. Depository Institution. Should Customer wish to pay its electric utility bills by means of the electronic transfer of funds, then it shall transfer such funds to the Depository Institution specified in the Appendix. TXU Energy may at any time, upon thirty (30) days written notice to Customer, change any information provided in the Appendix, relating to the Depository Institution.
Section 1.4. Systems Operations. Each party is responsible for ensuring that it can effectively and reliably transmit and receive Documents. Moreover, each party retains this responsibility, notwithstanding that it may use a Provider, or other person or entity, to provide services relating to the Agreement.
Section 1.5. Security Procedures. Each party shall properly use security procedures, which are reasonably sufficient to protect all business records and data, relating to Documents or other matters pertaining to this Agreement, from improper access.
In connection with the electronic transfer of funds, as provided for in Section 2.5 of this Agreement, Customer shall comply with any security procedures which may be established or otherwise required by the Depository Institution. Such security procedures may include, without limitation, the use of algorithms or other codes, identifying words or numbers, encryption, callback procedures, or similar security devices. Customer shall not disclose to third parties the identity, nature, or content of any such devices, without the express, written consent of TXU Energy.
Section 1.6. Allocation of Costs. Each party shall be responsible for the payment of fees and other charges incurred or assessed by any Providers designated by that party, or with which that party contracts. In connection with the electronic transfer of funds, TXU will pay the fees and other charges incurred or assessed by its Depository Institution. Each party will pay to transmit the Documents listed in the Appendix to the other party, or if a Provider(s) is utilized, to the Provider of choice for such other party. All other Document transmission and processing will be paid by the party receiving the Documents.
ARTICLE 2. TRANSMISSION
Section 2.1. Proper Receipt. Subject to Sections 2.5 and 4.5 of this Agreement, a Document shall not be deemed to have been properly received, and shall give rise to no obligation on the part of the receiving party, until that Document is accessible to the receiving party at that party's Receipt Computer as designated in the Appendix.
Section 2.2. Verification. If, consistent with Section 1.1, verification of a Document is required, the receiving party shall, upon proper receipt of such Document, promptly transmit a functional acknowledgment to the transmitting party. A functional acknowledgment shall constitute conclusive evidence that a Document has been properly received.
Section 2.3. Acceptance. If, consistent with Section 1.1, acceptance of a Document is required, any such Document, which has been properly received, shall not give rise to any obligation, on the part of the receiving party, unless and until the party initially transmitting such Document has properly received, in return, an Acceptance Document (as provided for and specified in Section 1.1).
Section 2.4. Garbled Transmissions. If any transmitted Document is received in an unintelligible or garbled form, the receiving party shall promptly notify the transmitting party (if identifiable from the received Document) in a reasonable manner. In the absence of such notification, the transmitting party's records of the contents of such Document shall be presumed to reflect the actual contents of that Document.
Section 2.5. Electronic Transfer of Funds and Remittance Information. Should Customer wish to pay its electric utility bills by means of the electronic transfer of funds, then Customer shall communicate the associated Remittance Information in the manner specified in the Appendix, using the Remittance Information and Remittance Information format specified in the Appendix. Receipt of remittance information separately from the funds transfer is not a warranty of the transmission, timeliness or receipt of payment.
Notwithstanding the requirements of Section 2.1, a payment made by Customer, by means of an electronic transfer of funds, shall be deemed received by TXU Energy when the Depository Institution has received and has control of the funds. In addition, notwithstanding any statement or assertion contained in any payment order, remittance information, or other information transmitted by Customer, acceptance of any partial payment by TXU Energy shall not constitute satisfaction of any portion of the corresponding payment obligation greater than the amount paid by Customer. TXU Energy shall have no responsibility or liability, with regard to any such payment, unless and until that payment is so received.
TXU Energy shall have the right, in its sole discretion, to reject, or otherwise have returned to Customer, any funds which are transmitted, by Customer, with inaccurate or incomplete Remittance Information.
ARTICLE 3. TRANSACTION TERMS
Section 3.1. Terms and Conditions.
This Agreement shall not be considered an amendment or modification to any agreement for
electric service (however captioned or designated) between TXU Energy and Customer
(collectively, the "Supply Agreements"). Subject to that limitation, this Agreement
is to be considered part of any other written agreement referencing it. Any electronic
data interchange made pursuant to this Agreement, regardless of whether evidenced by a
written agreement, shall be subject to such additional requirements, terms, and
conditions as are applicable ( in accordance with the terms of the Supply Agreements),
whether by virtue of regulations or other provisions of law, to TXU Energy's supply
of electricity to Customer. Further, TXU Energy shall have the right to modify any
provision of this Agreement, relating to Documents or electronic data interchange, as
and to the extent reasonably necessary to comply with newly imposed or amended laws,
regulations, or other regulatory requirements, relating to TXU Energy's supply of
electricity to Customer.
Subject to the first paragraph of this Section 3.1, the terms
of this Agreement shall prevail in the event of a conflict with the terms and
conditions of any other agreement applicable to any Documents or electronic
data interchange. Section 3.2. Legal Effect of Documents. Any Document
properly transmitted pursuant to this Agreement shall be considered to be "writing"
or "in writing." In addition, any such Document, shall be deemed for all purposes: (a) to have been "signed"; and (b) to constitute an "original"; when printed from electronic files or records established and
maintained in the normal course of business. Notwithstanding the foregoing provisions of this Section 3.2, each
party may create and retain documents, corresponding to or addressing, in any manner,
either the transmission of Documents or the data contained in such Documents. Moreover,
each party may disclose such Documents, as directed and to the extent properly required
by any court, governmental agency, or pursuant to an appropriate discovery request.
Further, TXU Energy may, in its sole discretion, disclose such Documents for the purpose,
and to the extent necessary, to comply with regulations or other provisions of law
(including applicable tariffs, or judicial or administrative orders) relating to TXU
Energy's supply of electricity to its customers, or related activities. Section 3.3. Validity and Enforcement. The parties agree not to
contest the validity or enforceability of the Documents under the provisions of any applicable
law, with respect to the issues of whether such Documents are to be in writing, or have been
signed by the party to be bound thereby. Documents, if introduced as evidence on paper in
any judicial, arbitration, mediation, or administrative proceedings, will be admissible as
between the parties to the same extent and under the same conditions as other business
records originated and maintained in documentary form. Neither party shall contest the
admissibility of copies of Documents under either the business records exception to the
hearsay rule or the best evidence rule, on the basis that the Documents were not originated
in documentary form. ARTICLE 4. MISCELLANEOUS Section 4.1. Termination. This Agreement shall remain in effect
until terminated by either party with not less than 30 days prior written notice, which
notice shall specify the effective date of termination; provided, however, that any
termination shall not affect the respective obligations or rights of the parties arising
under any Documents, or otherwise under this Agreement, prior to the effective date of
termination. Section 4.2. Severability. Any provision of this Agreement,
which is determined to be invalid or unenforceable will be ineffective to the extent
of such determination, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of the remaining provisions. Section 4.3. Entire Agreement. This Agreement constitutes
the complete agreement of the parties with respect to the use of electronic data
interchange, and supersedes all prior representations or agreements, either oral or
written, with respect to electronic data interchange. No oral modification or waiver
of any of the provisions of this Agreement shall be binding on either party. No
obligation to engage in any electronic data interchange is to be implied from the
execution or delivery of this Agreement. This Agreement is for the benefit of, and
shall be binding upon, the parties and their respective successors and assigns. Section 4.4. Governing Law. This Agreement shall be
governed by and interpreted in accordance with the laws of the State of Texas. Section 4.5. Force Majeure. No party shall be liable for
any failure to perform its obligation in connection with any electronic data interchange,
including any Document, where such failure results from any act of God or other cause
beyond such party's reasonable control (including, without limitation, any mechanical,
electronic, or communications failure) which prevents such party from transmitting or
receiving any Documents. Notwithstanding, however, the foregoing provision of this
Section 4.5, and regardless of any failure resulting from any act of God or other cause
beyond its reasonable control, Customer shall make timely payment to TXU Energy, for
electric utility services provided by TXU Energy to Customer, whether by means of
electronic transmission or otherwise, in accordance with TXU Energy's Supply Agreement
in effect at the time of billing. Section 4.6. Limitation of Damages. Neither party shall
be liable to the other for any special, incidental, exemplary, consequential,
or punitive damages arising from or as a result of any delay, omission, or error
in the electronic transmission or receipt of any Document pursuant to this Agreement,
even if either party has been advised of the possibility of such damages. Each party has caused this Agreement to be properly executed
on its behalf as of the date first above written. APPENDIX STANDARDS The standard applicable to this Agreement shall be the
standard prepared by the Legal and Business Controls Task Group, accredited
Standards Committee X12 ("ASC X12"); provided, however, that only the Transaction
Sets specified below (in the "Documents" section of this Appendix), as identified
in that standard, shall be transmitted pursuant to this Agreement. All data
dictionaries and transmission controls referenced in that standard shall
be applicable to this Agreement. DOCUMENTS Transaction Set No.
Document Name or Description
Version Release
Verification Required Acceptance Required 810
Invoice
004/010
Yes
No
820
Remittance Advice
004/010
Yes
No
997
Functional Acknowledgment
004/010
No
No
GUIDELINES The guidelines applicable to this Agreement shall be: (i) the most current guidelines of the Data Interchange Standards Association ("DISA"), (ii) the most current version of the Utility Industry Group Implementation Guidelines, and (iii) with respect to the electronic transfer of funds, the Rules of the National Automated Clearing House Association and the Southwest Automated Clearing House Association. In the event of a conflict between these guidelines (and any guidelines which may be hereafter designated by the parties) and this Agreement, this Agreement shall control. THIRD PARTY SERVICE PROVIDERS _______________ RECEIPT COMPUTER _______________ DEPOSITORY INSTITUTION Should Customer pay its electric utility bills by means
of the electronic transfer of funds, then it shall transfer such funds to
the following Depository Institution:
TXU Energy Retail Company LP
By: TXU Energy Retail Management
Company LLC, Its General Partner
____________________________________
("Customer")
By:_______________________________
By:___________________________
Name:____________________________
Name:_________________________
Title:______________________________
Title:__________________________
TO
ELECTRONIC DATA INTERCHANGE AGREEMENT
BETWEEN
TXU ENERGY RETAIL COMPANY LP
AND
__________________________________________
via 997
(Yes or No)
(Yes or No)
Name
Address
Telephone No.
TXU Energy
IBM E Commerce Cust. Support
(877) 326-6426
Customer
_______________
_______________
_______________ _______________
Name
Address
Telephone No.
TXU Energy
Main Frame Computer
1601 Bryan Tower
Dallas, TX 75201
(214) 875-6773
(214) 812-3700
Customer
_______________
_______________
_______________ _______________
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Bank Name: |
Chase Manhattan Bank
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Address: |
55 Water Street
New York, New York 10004 |
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Account Name: |
|
|
Account Number: |
Please call Treasury
Operations for this information (214) 812-4968
|
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Bank Routing Number: |
REMITTANCE INFORMATION (Required as indicated)
1. Remittance Information: The following Remittance Information will be provided for each electronic transfer of funds payment:
2. Method of Communication: Remittance Information will be communicated:
____ With Customer's Payment Orders
____ With Separate 820 Sent to TXU Energy
3. Remittance Information Format: Remittance Information to be communicated will be structured in the following format:
SECURITY PROCEDURES
The parties shall implement those security procedures and agreements necessary to establish and maintain compliance with the terms of the Agreement. Agreements with Third Party Service Providers shall establish and maintain security conditions consistent with those required in the Agreement.
EXISTING AGREEMENTS
This Appendix is not an amendment or modification to any Supply Agreements between the Customer and TXU Energy.