Exhibit 10.17
APAC TELESERVICES AGREEMENT
---------------------------
AGREEMENT, dated as of October 1, 1996 between APAC TeleServices Inc., an
Illinois corporation ("APAC"), and Florists' Transworld Delivery, Inc. ("FTD") a
Michigan Corporation.
RECITALS
--------
APAC is in the business of providing various telemarketing services on
behalf of FTD. FTD desires to engage APAC to perform certain telemarketing
services on its behalf, and APAC desires to accept such engagement, upon the
terms and conditions set forth.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby mutually acknowledged, the parties
hereto agree as follows:
1. Definitions. The followings terms shall have the indicated meaning
when used in the Agreement.
"Inbound" shall mean the receipt by APAC telephone sales
representatives of telephone call initiated by third parties for the purpose of
marketing FTD throughout contract products to those third parties.
2. Services.
During the Term hereof, APAC shall perform the Inbound services
described on Attachment A ("Services"). From time to time hereafter, APAC and
FTD may mutually agree upon additional services to be performed by APAC or
modifications to the specifications set forth on Attachment A. Any such
additional services or modified specifications shall be in writing, and
thereafter all references in this Agreement to Services shall be deemed to
include such additional services or modified specifications. APAC agrees to
perform the Services in compliance with all applicable federal, state and local
laws relating to telemarketing, and APAC shall have no obligation to perform any
Services to the extent that such performance would violate any applicable law.
3. Rates, Invoices, and Payments.
FTD shall pay APAC for the Services at rates set forth in Attachment B
of this agreement. In addition, FTD shall pay or reimburse APAC for all
applicable taxes, fees, levies, imports, duties, withholding or other charges
imposed by any governmental authority (including any interest and penalty
payment thereon) arising from services provided pursuant to this Agreement
(exclusive of taxes relating to APAC's net income). APAC shall invoice FTD
monthly for performance of the Services. FTD shall pay entire amount of such
invoices (excluding only "Disputed Amounts" as defined below) within thirty (30)
days from the date of invoice. All amounts due to APAC and not paid within
thirty (30) days of the date of invoice shall bear interest on the thirtieth
(30th) day until paid in full, both before and after judgment, at
the rate of (1.0%) of the outstanding balance per month. Interest shall not
accrue on amounts that are subject to bonafide dispute raised by FTD in writing
twenty (20) days of the date of invoice and with respect to which FTD is making
reasonable, diligent, and good faith efforts to resolve unless such dispute is
resolved in favor of APAC. In addition, if any amount owed by FTD to APAC
becomes more than thirty (30) days past due, APAC may, among its other rights,
may suspend or/and terminate APAC's obligations under this Agreement subject to
the notification requirements defined in Section 9. All payments shall be made
in lawful money of the United States. Payment shall be considered credited to
the account of FTD when received by APAC.
4. Term.
The "Term" of this Agreement shall be comprised from October 1, 1996
through September 30, 1999. This Agreement shall automatically be renewed for
successive one (1) year renewal terms at the expiration of the then current term
unless either party gives the other ninety (90) days prior notice of the
termination of the Agreement at the expiration of the then current term.
5. Early Termination.
Either party may terminate this Agreement before the end of the Term for
any reason by giving not less than 180 days prior written notice thereof to the
other party. Both parties agree to ensure a smooth transition should either
party terminate this agreement and work toward the earliest possible termination
date (not to exceed 180 days) that can be agreed upon by both parties. Should
APAC terminate this Agreement, FTD will have the option of reducing scheduled
call volume up to 50% during the termination notice period unless either party
has defaulted in an obligation and/or performance (see section 9 and Attachment
A) or payments (see section 3). Should FTD terminate this Agreement for other
than cause FTD shall maintain at least 50% of the scheduled volume for the first
60 days. Both APAC and FTD further commit to not terminate this agreement,
interrupt contracted levels of service on the part of APAC or withhold call
volume on the part of FTD between the months of December and May. This provision
is in place to protect FTD against interrupted service during their peak months
and to protect APAC from losing compensation for expenses associated with
accommodating FTD seasonal demand.
6. Confidentiality: Retention of Rights.
(a) In connection with the Services, FTD may provide APAC with a
quantity of leads, including names and telephone numbers of its FTD and
customers ("Leads"). FTD shall retain all rights in and to any Leads provided by
FTD to APAC, as well as in and to any information relating to Leads developed by
APAC in the course of its performance of the Services. In addition, FTD, in its
sole discretion, may disclose to APAC information (e.g., marketing programs,
strategies and sales) which is proprietary to FTD. FTD shall retain all rights
in and to such proprietary information. APAC agrees to maintain all of the
foregoing information in confidence and to refrain from disclosing such
information to third parties without FTD prior written consent, unless (i) APAC
is legally required to do so, (ii) such information is already known by APAC or
is legally obtained by APAC from other sources or (iii) such information is or
becomes part of the public domain through no fault of APAC. APAC agrees
2
not to use this information other than in connection with its performance of
this agreement or services requested by FTD.
(b) APAC, in its sole discretion, may disclose to FTD information
(e.g., solicitation and surveying methods and techniques, manner of analyzing
data, training materials, troubleshooting techniques, processes, programs and
formulas) which is proprietary to APAC. APAC shall retain all rights in and to
such information, and FTD agrees to maintain all such information in confidence
and to refrain from disclosing such information to third parties without APAC's
prior written consent, unless (i) FTD is legally required to do so, (ii) such
information is already known by FTD or is legally obtained from other sources or
(iii) such information is or becomes part of the public domain through no fault
of FTD or if such information is independently created by FTD.
(c) The parties acknowledge and agree that compliance with the
understandings and agreements set forth in this Section 6 is necessary to
protect the business, good will and proprietary information of APAC and FTD, and
that a breach of such understandings and agreements will cause irreparable and
continual damage for which money damages may not be adequate. Consequently, APAC
and FTD agree, each with the other, that in the event either of them breaches or
threatens to breach any of the understandings or agreements set forth herein,
the other shall be entitle to both:
(i) a temporary, preliminary or permanent injunction, or other
equitable relief, in order to prevent such harm or its continuation; and
(ii) subject to Section 11, money damages in so far as they can be
determined.
7. Non-Solicitation.
During the Term of this Agreement and for a period of two years thereafter,
neither FTD nor APAC will solicit or hire, or cause any third party to solicit
or hire, any employee of the other for purposes of employment or, in the case of
FTD, the performance or development of services similar to the Services, except
pursuant to general advertisement.
8. Representations and Warranties.
Each Party represents and warrants to each other as follows:
(a) The execution, delivery and performance of this Agreement by such
party and the performance by such party of the transactions contemplated hereby
have been duly and validly authorized by all necessary action, corporate or
otherwise, on its part, and this Agreement constitutes the valid, legal and
binding obligation of such party enforceable against it in accordance with its
terms;
(b) Neither the execution, delivery nor performance of the Agreement
will, with or without the giving of notice, the passage of time or both, result
in a violation or breach of any contract, agreement, instrument, understanding,
order, judgment, decree, rule, regulation, law or any other restriction to which
FTD such party is a party or pursuant to which such party or its assets are
subject or otherwise bound; and
3
(c) No consent, approval or other action by, or notice to or filing
with, any other person is required or necessary in connection with the
execution, delivery and performance of this Agreement by such party.
9. Events of Default.
In the event of a beach by either party ("Defaulting Party") under any
material term, covenant, condition, representation or warranty contained herein,
the other party ("Non-Defaulting Party") may deliver written notice hereof to
the Defaulting Party. The Defaulting Party shall thereafter have a period of
thirty (30) days (except in the case of a breach section 3 and subject to
section 11 in which case such period of time shall be (3) three days) during
which to cure such breach. If breach is not cured within such thirty (30) day or
three (3) day period, the Non-Defaulting Party shall thereafter have the right
to terminate this Agreement by giving five (5) days written notice; provided,
however, that early termination shall be in addition to and not exclusive of any
other remedy that may be available to the Non-Defaulting Party, at law or in
equity, with respect to such breach, subject, however, in all events to the
limitations contained in section 11.
10. Indemnification.
Subject to section 11, each party hereto (the "Indemnitor") agrees to
indemnify, hold harmless and defend the other party hereto (the "Indemnitee")
and the Indemnitee's officers, directors and employees from and against any and
all fines, penalties, losses, liabilities, claims, actions, proceeding (whether
legal or administrative), damages, injuries, demands, costs, expenses,
reasonable attorney's fees and other liabilities threatened, asserted or filed
by a third party against the Indemnitee or the Indemnitee's officers, directors
and employees, but only to the extent that such third party claims arises out
of: (i) any consumer or other warranty of the Indemnitor; or (ii) any claim
(including without limitation any product liability claim) and any infringement
(trade name, trademark, service xxxx, patent, copyright or other type claim)
with respect to any product, merchandise, literature, goods and/or other
property of information of the Indemnitor. If any claim for Indemnification
arises under this section 10, the Indemnitee shall promptly notify the
Indemnitor and the Indemnitor shall be entitled to actively participate in the
defense, compromise, settlement, resolution or other disposition of any such
claim or proceeding by counsel of the Indemnitor's own choosing and at
Indemnitor's own expense. The Indemnitor may settle such claim or proceeding
only with the prior written consent of the Indemnitee, which consent shall not
be unreasonably withheld. Indemnitee cannot settle such claims or proceeding
without prior written consent of the indemnitor.
11. Limitation of Liability.
Not withstanding anything to the contrary contained herein, APAC shall
not have any liability to Client or to an Indemnified Party for any of the
following:
(a) Any Loss resulting from any failure or delay in performance if
such failure or delay is caused in whole or in part by an act of God, civil
disturbance, court order, labor dispute, fire, system failure or other cause
beyond its reasonable control including, without limitation, failures or
fluctuations in electrical power, heat, light, telecommunication lines or
telephones; or
4
(b) Special, indirect, incidental or consequential damages,
including, without limitation, damages for lost revenues or lost opportunities,
even if such damages were foreseeable or resulted from a breach of this
Agreement or any Project Scope; or
(c) Any Loss arising as a result of incorrect, inaccurate or
incomplete information furnished to APAC by or on behalf of Client or in
connection with any "script" or other written or oral presentations furnished by
Client to APAC or approved by Client for use by APAC; or
(d) Damages for breach of this Agreement in excess of the amounts
paid by Client for the Services rendered; or
(e) Damages for injuries to persons or property in excess of the
insurance coverages required to be maintained by APAC under the terms of this
Agreement.
Client hereby acknowledges that occasional short-term interruptions of service
may occur from time to time by virtue of matters beyond the control of APAC,
including, without limitation, problems with telecommunication lines or
telephones, and that such short-term interruptions of service shall in no event
be a cause for any liability or claim against APAC, nor shall any such occasion
render APAC in breach of this Agreement or of any Project Scope. APAC will work
diligently with any service provider to ensure an expeditious recovery to not
interrupt its servicing of FTD per this Agreement.
12. Arbitration.
In the event of any dispute between APAC and FTD under this Agreement or in
any way related to it, the complaining party agrees to give written notice of
the condition giving rise to the dispute to the other party at least thirty (30)
days prior to instituting any proceedings based on that condition. With such 30-
day period, the parties shall try to resolve their dispute. If at the end of
such 30-day period, plus such additional time to which the parties may (but
shall not be obligated to) mutually agree, the parties have not resolved their
dispute, the parties agree to refer the matter to the American Arbitration
Association in Chicago, Illinois, or another mutually acceptable location, for
resolution through the arbitration process pursuant to such rules of that
Association as are applicable to such matters. The decision of the arbitrator or
arbitrators in the matter shall be final and binding upon the parties to the
arbitration.
13. References.
FTD hereby gives APAC its permission to list FTD as a Client of APAC, and
to APAC giving FTD's name as a reference to other prospective Clients. However,
the use of FTD's name cannot appear in trade publications, magazine, newspapers
or any other marketing campaign undertaken by APAC, without prior written
approval from FTD.
14. No Joint Venture.
The relationship of APAC and FTD hereunder shall in no way be construed to
create a joint venture or partnership, it being agreed and understood that the
relationship between APAC and FTD is an independent contractor relationship.
5
15. General Provisions.
(a) This Agreement sets forth the entire understanding of the parties
hereto and supersedes all prior oral and written agreements between the parties
relative to the subject matter hereof and merges all prior and contemporaneous
discussions between them. Neither party shall be bound by any condition,
representation, warranty, covenant or provision other than as expressly stated
in or contemplated by this Agreement unless hereafter set forth in a written
instrument executed by such party. The parties to this Agreement may, by mutual
written consent executed by them, amend, modify or supplement this Agreement.
(b) The terms, covenants, representations and warranties of this
Agreement may be waived only by a written instrument executed by the party
waiving compliance. The failure of either party at any time to require
performance of any provision hereof shall, in no manner, affect the right at a
later date to enforce the same. No waiver by either party of any breach of any
term, covenant, representation or warranty contained in this Agreement, whether
by conduct or otherwise, in any one or more instances, shall be deemed to be or
construed as a further or continuing waiver of any such breach or the breach of
any other term, covenant, representation or warranty or this Agreement.
(c) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their receptive successors and assigns.
(d) In the event that any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein. Further, in the event that any provision of this
Agreement shall be held to be invalid, illegal or unenforceable by virtue of is
scope or period of time, but may be made enforceable by a limitation thereof,
such provision shall be deemed to be amended to the minimum extent necessary to
render it valid, legal and enforceable.
(e) In the event either party is successful in any dispute with the
other party, the successful party shall be entitled to recover, and the
arbitrator or court shall award, its reasonable attorneys' fees and arbitration
or court costs.
(f) This Agreement may be executed in any number of counterparts, and
each counterpart shall constitute an original instrument, but all such separate
counterparts shall constitute one and the same agreement.
16. Wrongful Payments and Right to Audit.
Each party hereby represents, warrants and agrees that such party has not
made or given, and will not hereafter make or give directly or indirectly, any
bribes, kickbacks or other payments regardless of form, whether in money,
property or service, to any officer, director, member, employee or agent of the
other party for the purpose of obtaining favorable treatment in securing
business, or an inducement for the award of this Agreement; or to otherwise
obtain special concessions from the other party, provided, however, that each
party may provide unsolicited ordinary social amenities to any officer,
director, member, employee or agent of the
6
other party for the purpose of entertainment in connection with the business
relationship between the other party. Each party agrees that the other party
shall be authorized to examine, inspect, audit and reproduce at all reasonable
times through a qualified person which is not an employee of such party (subject
to the execution of a confidentiality agreement by such qualified person), the
other party's books, records, documents or other evidence reasonably necessary
to determine whether any such bribes, kickbacks or other payments have been made
or given, and such authorization shall continue during the term of this
Agreement and for a period of two (2) years after termination hereof. Each party
further agrees that in the event any such bribes, kickbacks or other payments
have been made or given, the other party shall have the right (a) to terminate
this Agreement and (b) to recover from each party, the amount of such bribes,
kickbacks or other payments, including the value of any property or services,
and the cost and expense, including attorneys fees, of such recovery, The
expense of such audits as are conducted under this provision shall be borne
solely by the party conducting such audit.
17. 1-800-Send-FTD Telephone Number.
APAC acknowledges that the "l-800-SEND-FTD" telephone number (referred
hereafter without quotations) shall be provided directly to FTD under a contact
between FTD and U.S. Sprint, and nothing in this Agreement is intended to convey
any ownership of other rights in or to the 0-000-XXXX FTD telephone number or
any other 800-Toll-Free number obtained and utilized by FTD. APAC specifically
disclaims any ownership interest or other right in or to the 0-000-XXXX-XXX
telephone number or any other 800-Toll-Free number obtained and utilized by FTD.
18. Dedicated Resources.
To assure that APAC has sufficient dedicated resources available during the
seasonal peaks of FTD business, APAC agrees that:
. APAC will not utilize the same call center facility(s) for accounts
competing with FTD;
. APAC will not utilize the same account management team for accounts
competing with FTD; and
. APAC will not utilize technology considered to be proprietary to the
FTD account for accounts competing with FTD.
19. Non-Compete.
FTD has the right to terminate this agreement in the event that APAC
contracts services with one of FTD's direct competitors. FTD direct competitors
will be defined as a Floral order gathering service which provides the same type
of service as FTD (i.e. 800-FLOWERS, TeleFloral). Should APAC contract with an
FTD direct competitor, APAC will notify FTD in writing within 30 days of the
agreement.
IN WITNESS WHEREOF, APAC and FTD have caused this Agreement to be executed as of
the date first written above by their respective officers thereunto duly
authorized.
7
APAC
APAC TELESERVICES, INC.
By: /s/
----------------------------------
Xxxxx X. Xxxxxxx
Senior Vice President of Operations
By: /s/
----------------------------------
Xxxx X. Xxxxx
Chief Financial Officer
Date: 9-26-97
--------------------------------
Address: 000 Xxxxxx Xxxxxx XX
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
FTD:
By: /s/
----------------------------------
Title: Director Floral Services
-------------------------------
Date: 9-30-97
--------------------------------
8
ATTACHMENT A
RESPONSIBILITIES AND DESCRIPTION OF SERVICES
GENERAL OVERVIEW:
FTD will be responsible for creating consumer demand for FTD products and
services. Consumers will access FTD through the 0-000-XXXX-XXX telephone number
or other FTD tollfree 1-800 numbers provided, established and marketed by FTD.
Calls placed through the 1-800-SEND-FTD number will be routed through U.S.
Sprint to APAC. FTD will provide APAC with program database files that APAC will
edit, load and utilize to service FTD. APAC is responsible for servicing the
inbound calls for FTD and then transmitting the resulting order and call
details, electronically to FTD. APAC is responsible for maintaining FTD customer
database for the purposes of cross referencing to secure customer information
when a telephone number has been keyed. APAC will calculate state tax using the
most current version of Vertax software based on the recipient's address. APAC
will refer customer service related calls to the FTD Customer Service center
located in Downers Grove, Illinois either by giving the customer the 800
telephone number, or by routing the call to Customer Service utilizing a method
to be determined.
PROVISION OF SERVICES:
APAC shall provide the service to FTD as set forth in this Agreement. APAC will
provide all facilities, equipment, personnel and auxiliary services necessary to
promptly and efficiently provide the services and to meet or exceed the
performance standards described below,
Telemarketing Agent
-------------------
Customer Shared coverage will be utilized during the non-busy season or until
volume warrants the implementation of a dedicated staff. When a dedicated staff
is implemented APAC will gate FTD calls to a core dedicated primary group and
will overflow calls to a number of secondary or shared groups. APAC will make
every effort to ensure FTD calls are answered with the most experienced FTD
trained operators.
The following performance standards shall be reviewed quarterly by the parties
to determine the appropriate standards for the next quarter taking into
consideration seasonal variations in call volume.
Capture Rate
------------
Capture rate shall mean the number of FTD inbound calls answered by APAC divided
by the total number of available FTD inbound calls offered to APAC. The capture
rate shall never fall below 97% per month during the contract term provided the
actual calls are within 10% of the forecast.
9
Service Level
-------------
Service level shall mean the number of inbound calls answered by an agent within
thirty (30) seconds divided by the number of inbound calls answered by APAC. The
service levels shall never fall below 80% per month during the contract term.
Conversion Rate
---------------
Conversion rate shall mean the number of total inbound calls answered divided by
the number of orders captured.
Conversion rates vary by month. The conversion rate shall never fall below the
normal achievable conversion rate specified for that month or fall below the FTD
in-house conversion rate by more than 5%. If the APAC conversion rate falls
below the FTD conversion rate by more than 5% for two consecutive months, upon
written notice from FTD, APAC agrees to conduct training classes or re-hire
operators at their own expense. The specified conversion rates are:
. Dec 65%
. Jan 52%
. Feb 58%
. Mar 54%
. Apr 65%
. May 65%
. Jun 54%
. Jul 54%
. Aug 54%
. Sep 54%
. Oct 55%
. Nov 60%
Order Talk Time
---------------
Order talk time shall mean the lapsed PBX billed time in minutes to capture an
order. Average order talk time shall never exceed 7.0 minutes with a goal being
6.0 minutes per each month.
Non-Order Talk Time
-------------------
Non-order talk time shall mean the lapsed PBX billed time to capture a non-
order. Average non-order talk time shall never exceed 2.0 minutes for each
month.
Average Call Time
-----------------
Average call time shall mean non-order talk time plus order talk time divided by
total number of inbound calls.
10
The Average call time during any single month shall never exceed 5.75 minutes
per call. The only exception could be in the event that the conversion rate is
greater than 80% and causes order calls to be a greater part of the mix of total
calls.
11
ATTACHMENT B
PRICING SCHEDULE
FOR FTD
TRAINING
A one time training allowance will be paid in one installment in September
1997 All other training costs are included in the coverage rate.
$17,000
ADDITIONAL PROGRAMMING
If needed, and only with prior written approval
from FTD. $85.00/Hour
CLERICAL (as required) $12.50/Hour
CUSTOMER SERVICE LETTERS $1.00/Letter
COVERAGE
During the 14 days prior to Christmas, Valentine's $0.67/Minute -
Day andMother's Day, not including the holiday
itself (Peak) w/out telecom
During all other days (Non-Peak) $0.63/Minute -
w/out telecom
VOLUME DISCOUNT
$0.02 Discount in Coverage Rate after
1,800,000 minutes during balance of contract year
$0.03 Discount in Coverage Rate after
3,500,000 minutes during balance of contract year
COST OF LIVING ADJUSTMENT (COLA)
All fees set forth above may be adjusted annually as follows:
a. Fees may be increased on October 1, 1998, by the lesser of (i) 3.5% or
(ii) the percentage change between October 1, 1996, and October 1,
1998, in the Employment Cost Index; Wages & Salaries: Executive,
Managerial & Administrative - Administrative Support, including
Clerical: Private Industry Workers (Base 1989 = 100), published by the
Bureau of Labor Statistics of the United States Department of Labor
("Index").
12
ATTACHMENT C
APAC OBLIGATIONS
Hard Copy Reports
-----------------
APAC will submit to FTD a sample of all available FTD reports offered.
APAC agrees to furnish FTD with the following report types:
Report: Summary of all call activity
Frequency: Fax daily
Report: Summary of calls offered to calls answered (capture rate)
Frequency: Fax daily
Report: Summary of all non-order reason codes
Frequency: Fax daily
Report: Summary of average speed of answer
Frequency: Fax daily
On-line Reports
---------------
Report: Summary of all call activity
Frequency: Half hour intervals
Other on-line reports to be determined.
Data Integrity
--------------
APAC shall respond in writing to every customer service inquiry within five (5)
days from submittal. APAC agrees to conduct a "show back" if necessary and
respond in writing as to the outcome when necessary.
Should FTD incur any costs associated with implementing the FTD Guarantee for
customer satisfaction as a result of incorrect or incomplete data from APAC or
an APAC employee, APAC agrees to absorb at least 60% of total cost over
historical (last 12 months) average of incorrect or incompletes as restitution
provided that FTD can prove thorough documentation that costs were related to
APAC data integrity lapses. Those costs will be deducted form the current
invoice. All documentation will be submitted to APAC in a timely manner.
Possible integrity lapses could include:
1) Failed transmissions which are a cause of APAC system integrity lapses
and result in late floral deliveries
2) Incorrect or incomplete data as it relates to item number ordered,
item price, delivery data recipient name, recipient address or
discount/offer.
13
3) Incorrectly applied data files provided by FTD in which APAC is at
fault.
In the case of a Presidential Customer Service Concern, APAC agrees to respond
within the same day that the Presidential Customer Service Concern was brought
to APAC's attention.
Right to Audit
--------------
APAC shall maintain its records which related to APAC's services hereunder in
accordance with APAC's general principles and practices. APAC shall retain such
records for a period of three (3) years from the date of expiration or
termination of this Agreement. Such records shall be available for inspection by
FTD or its designated auditors during ordinary business hours, at FTD expense.
System Controls
---------------
APAC shall also maintain adequate and operational and application controls with
respect to its electronic data processing and interchange systems. Controls
shall be in accordance with generally accepted data processing standards. APAC's
front end computer system and program shall be available for inspection by FTD
or its designated auditors during ordinary business hours at FTD expense.
Back Up
-------
APAC shall support back-up in the following fashion: In the event that the
dedicated communication line is not in service, APAC will support the electronic
transmission of order and call information via computer-to-computer dial up.
APAC will support a weekly testing procedure for dial back-up.
Non-Standard Handling
---------------------
APAC acknowledges that FTD calls are time sensitive in that many of the calls
request same day delivery. A "Non-Standard" handling mode will exist when one or
more of the following are identified:
. APAC primary or back-up on-line entry system will not allow the complete
entry of an order as outlined in GENERAL OVERVIEW.
. APAC loses the ability to answer a call or identify it as an FTD call.
. APAC loses its ability to transmit the remote pick-up files either through
the primary or back-up facilities defined under Back-up in this attachment.
Immediately upon identification that a non-standard handling situation
exists, APAC will follow an agreed upon handling procedure based on what
the specific problem is, the time of day, and the expedited time of problem
resolution.
14
Remote Monitoring
-----------------
APAC agrees to perform remote "shadow" monitoring sessions with FTD at least
four (4) hours per month minimum. APAC also agrees to allow FTD to perform
independent remote "shadow" monitoring through a dial in method to be
determined.
Remote Access
-------------
APAC agrees to allow FTD the capability to dial in to APAC's production and test
systems to review screens, scripting, and the database.
Transmission Schedule
---------------------
APAC shall be responsible for the electronic transmission of FTD orders and non-
orders to FTD computer. Once a CSR is finished with a call, the resulting record
will be made available to be transferred to a "remote pick-up file" with APAC's
system. Based on a daily schedule, APAC will create a remote pick-up file every
fifteen (15) to thirty (30) minutes. The transmission schedule will be modified
throughout the year by mutual agreement to allow for FTD peak volume periods.
The current schedule is as follows:
Monday through Friday 5:00am - 3:45pm CST
Saturday 5:00am - 2:45pm CST
FTD will log on to APAC's computer system via dedicated data line as a remote
access user. APAC shall not be responsible in the event that delay or failure is
the result of the in operability of any equipment or lines located on FTD
property or the property of any other entity acting on behalf of FTD or any
other causes beyond APAC's responsible control.
Sales Tax
---------
APAC shall calculate all applicable sales tax including Canadian General Sales
Tax using the most current version of Vertax.
Canadian Order Conversion
-------------------------
APAC will provide on-line conversion of U.S. dollar prices into Canadian dollar
prices for orders purchased from Canada or delivered in Canada. The conversion
will be for operator screen reference only. Order transmission is in all cases
U.S. dollars. FTD will supply APAC with the Canadian exchange factor.
Programming
-----------
APAC will provide programming when requested by FTD. All programming must be
approved in writing, in advance by FTD before FTD will become responsible for
such programming charges. Regular, typical modifications that require normal
programming support, given proper documentation, in general will be completed
within 10 days of the request. Enhancements and or additional special features
will completed by a mutually agreed upon date. APAC will make best efforts to
meet FTDs deadlines in order to assure FTDs leadership in the floral industry.
APAC
15
will invoice FTD for all programming upon completion. In the event of work
inprogress APAC will hold programming charges until the next billing cycle (end
of month) unless agreed upon in writing from both parties.
Performance of Customer Service
-------------------------------
APAC will provide as agreed level of customer service as an enhancement to
current services outlined. Additional specifications, overviews and obligations
will become an addendum to this agreement.
Address Standardization
-----------------------
APAC will be responsible for providing address standardization and zip code
verification on the customer and recipient address.
Long Distance Service
---------------------
FTD shall be the customer of record with U.S. Sprint and other carriers for all
usage associated with FTD toll free number(s), including advanced feature
charges, and shall pay U.S. Sprint directly for all such usage charges, as well
as all costs associate with communication lines dedicated or otherwise to FTD.
Payment
-------
FTD shall make all payments in full (invoices will not be shorted without prior
written documentation submission to APAC) required of it under this Agreement in
a prompt and timely manner in accordance with section 3 of this Agreement.
Training Materials
------------------
FTD shall provide APAC with basic information as it relates to FTD, FTD products
and marketing, as well as FTD's call handling expectations for training
performed by APAC personnel. APAC agrees to update position material
periodically to ensure APAC telemarketing agents are prepared to capture order
during standard and non-standard call handling mode as referenced in
Attachment C .
All training efforts are the responsibilities of APAC. APAC agrees to give their
telemarketing agents the training necessary to ensure all performance standards
are met or exceeded.
Date Lines
----------
FTD shall be responsible for paying all applicable monthly access and usage
charges for use of the dedicated data lines installed between APAC and FTD.
16
