EXHIBIT 10.39
Portions of this Exhibit marked with an "**" have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment.
T-MOBILE USA SERVICE PARTNER SERVICES AGREEMENT
THIS SERVICES AGREEMENT (this "Agreement") is made effective as of August 1,
2005 (the "Effective Date"), between T-Mobile USA, Inc., a Delaware Corporation
with a principal place of business at 00000 XX 00xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx
00000 ("T-Mobile USA") and StarTek USA, Inc., a Colorado corporation with a
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000
("Service Partner").
For good and valuable consideration, including the mutual covenants contained in
this Agreement, T-Mobile USA and StarTek USA, Inc. (together, the "Parties" and
individually, a "Party") agree as follows:
1. SCOPE OF WORK.
1.1. Statement of Work. StarTek USA, Inc. agrees to perform the Services
described in Exhibit A - 1 entitled "STATEMENT OF WORK - - [**]",
Exhibit A - 2 entitled "STATEMENT OF WORK - [**]", Exhibit A - 3
entitled "STATEMENT OF WORK - [**]", Exhibit A - 4 "STATEMENT OF
WORK - [**]", Exhibit A - 5 "STATEMENT OF WORK - [**]", Exhibit A -
6 "STATEMENT OF WORK - [**], The Parties acknowledge and agree that
the Parties' ability to perform certain obligations pursuant to this
Agreement is conditioned upon the full, proper and timely
performance by the other Party of its obligations pursuant to this
Agreement. Each Party shall cooperate fully with the other Party in
carrying out the obligations pursuant to this Agreement in a timely
and efficient manner and in accordance with the terms hereof.
1.2. Performance of Services. StarTek USA, Inc. shall comply in all
material respects with all applicable registration and licensing
requirements so as to enable StarTek USA, Inc. to perform the
Services required under this Agreement. StarTek USA, Inc. shall have
all necessary rights and licenses to use all software and hardware
provided by it so as to enable StarTek USA, Inc. to perform the
Services hereunder. The performance of the Services by StarTek USA,
Inc. and use by each Party of all software and hardware provided by
each party for the performance of Services in connection therewith
will not infringe any trade name, trademark, services, copyright,
patent, trade secret or other intellectual property or proprietary
right of any third party.
2. INVOICES AND PAYMENT.
2.1. Form of Invoices. All invoices for payment shall be submitted
monthly to T-Mobile USA, within [**] business days after the [**]
for payment. Such invoices shall meet the itemization guidelines
outlined in T-Mobile USA Service Partner Invoice Guidelines .
2.2. Supporting Documentation. All invoices shall be accompanied by the
supporting documentation and information set forth in the T-Mobile
USA Service Partner Invoice Guidelines. T-Mobile USA may from time
to time request additional information from StarTek USA, Inc. that
may be derived from such supporting documentation and information.
All [BILLED HANDLE MINUTES] for the Services must be supported and
verifiable by [**]. All billed hours for the Services must
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be supported and verifiable by agent level detail, labor summary
reports or other mutually agreed supporting documentation.
2.3. Pricing. T-Mobile USA shall be obligated to pay StarTek USA, Inc.
for Services pursuant to this Agreement at the prices provided in
all Exhibits hereto. T-Mobile USA further agrees to pay [**], in
connection with the provision, sale, or use of the Services provided
hereunder.
2.4. Payment of Invoices. Except to the extent reasonably and in good
faith disputed by T-Mobile USA, T-Mobile USA shall pay to StarTek
USA, Inc. or their assignee all invoices [**]. Any undisputed amount
(s) payable by T-Mobile USA to StarTek USA, Inc. hereunder that is
not paid by T-Mobile USA [**] shall bear interest [**], not to
exceed the maximum amount allowed by law, from the date such amount
was due until the date payment is received by StarTek USA, Inc..
2.5. SERVICE PARTNER Invoicing Disputes and Request for Further
Substantiation. T-Mobile USA will notify StarTek USA, Inc. of any
invoicing disputes or requests for further substantiation within
[**] of the receipt of the invoice. Such notice shall set forth in
reasonable detail the amount disputed and the basis and facts upon
which T-Mobile USA disputes or needs further information. Within
[**], StarTek USA, Inc. shall respond to the individual designated
for response in T-Mobile USA's written notice ("T-Mobile USA
Representative") in writing with a detailed explanation stating the
factual basis for demanding payment on any amount in dispute; and in
the event StarTek USA, Inc. and the T-Mobile USA Representative are
unable to resolve the dispute within [**] from the date of StarTek
USA, Inc.'s response, the parties shall refer the matter to a Vice
President of StarTek USA, Inc. and the Director for Service Partner
Management of T-Mobile USA to be resolved. If the executives are
unable to resolve the dispute within [**] from the date of referral,
either party may pursue such other remedies as may be available to
them. If T-Mobile USA does not provide notice of dispute as provided
above, T-Mobile USA shall pay the invoice without prejudice to any
rights it may have to later dispute the invoice. The undisputed
portions of all invoices shall be paid in accordance with Section
2.4 hereof. Amounts that have been disputed are payable within [**]
of resolution of dispute and late charges as provided in 2.4 shall
apply from the date of resolution of the applicable invoice if not
paid within the [**].
2.6. Right of Audit. T-Mobile USA reserves the right to conduct 3 (three)
separate types of audits, an operational audit, a financial audit
and a [**].
2.6.1. The Operational Audit will take place during SERVICE PARTNER
normal business hours, up to [**] per site with written
notification no less than [**] in advance. SERVICE PARTNER
shall keep complete and accurate records documenting the
performance of the specific KPIs (Key Performance Indicators)
as outlined in the SOW, Exhibit A. SERVICE PARTNER shall make
their records available to T-Mobile USA or any
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authorized representative of T-Mobile USA [**]. The cost of
any audit shall be borne by T-Mobile USA.
2.6.2. The Financial Audit. SERVICE PARTNER shall keep complete and
accurate records and documentation to substantiate the amounts
claimed in any invoice, which records shall be made available
to T-Mobile USA for audit as set forth below. During SERVICE
PARTNER normal business hours and upon [**] prior written
notice, SERVICE PARTNER shall make its records available for
audit by T-Mobile USA or any authorized representative of
T-Mobile USA [**], and until [**] after completion of the
Services or [**] whichever occurs first.
2.6.3. [**]. SERVICE PARTNER shall keep complete and accurate [**]
records and documentation related to the performance on all
T-Mobile lines of business. During SERVICE PARTNER normal
business hours and upon [**] written notice, SERVICE PARTNER
shall make its [**] records and [**] for all T-Mobile USA
lines of business available for audit by T-Mobile USA or a
third party named by T-Mobile USA. These [**] records and [**]
for T-Mobile USA lines of business shall be available until
[**] after completion of the Services or [**] whichever occurs
first.
2.7. Cost of Audit and Repayment. The cost of any audit shall be borne by
T-Mobile USA, however, if the audit discovers an error in T-Mobile
USA's favor that is [**] SERVICE PARTNER shall bear the cost of the
audit. Any over-billing discovered as a product of such audit shall
be repaid in full to T-Mobile USA within [**] unless otherwise
negotiated and agreed by the parties.
3. TERM AND TERMINATION.
3.1. Unless terminated sooner as provided herein, this Agreement shall
commence as of the Effective Date and continue for a period of one
(1) years.
3.1.1. This agreement shall automatically renew for one-year, until
August 1, 2007, unless either party provides written notice of
non-renewal to the other party at least ninety (90) days prior
to the expiration to the current term, August 1, 2006.
3.2. Termination for Convenience and by Agreement. T-Mobile USA may
terminate this Agreement upon giving at least ninety (90) days prior
written notice to StarTek USA, Inc., or (ii) by agreement of the
Parties.
3.3. Termination for Breach or Force Majeure. Either Party may terminate
this Agreement immediately upon notice to the other Party (i) if the
other Party materially breaches this Agreement and fails to cure
such breach within [**] days of receipt of written notice of such
breach from the non-breaching Party; (ii) if the other Party becomes
insolvent, invokes as a debtor any laws relating to the relief of
debtors from creditor's rights, or has such laws invoked against it,
is the subject of liquidation or termination of business, is
adjudicated bankrupt, or is involved in an assignment for the
benefit of its creditors; or (iii) upon the
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occurrence and after continuance of an event of force majeure for a
period of [**], or in other circumstances, as provided in Exhibits A
- 1 through A - 6.
3.4. Effect of Termination. The expiration or termination of this
Agreement shall not relieve or discharge either Party from any
obligation hereunder, which survives termination. Except in the
event of termination of this Agreement by StarTek USA, Inc. as a
result of the failure of T-Mobile USA to pay undisputed invoices for
Services performed by StarTek USA, Inc. , in the event of any
termination, StarTek USA, Inc. agrees to cooperate with T-Mobile USA
to effectuate an orderly transition of the business and will
continue to provide Services hereunder at the prices provided in
Exhibits A - 1 through A - 6 pursuant to a schedule mutually
agreeable to the parties (which may include a schedule for ramping
down services) for a reasonable period of time not to exceed [**]
from the date of termination. In the event any transition service is
not provided for in Exhibits A - 1 through A - 6, T-Mobile USA shall
pay a mutually agreed upon cost to StarTek USA, Inc. for those
transition services.
3.5. Termination of Prior Agreement. Effective upon execution of this
Agreement, the Amended and Restated Services Agreement, dated April
1, 2002, between the parties including the Exhibits with Statements
of Work for Standard [**], Advanced [**], Offline, and Prepay
services shall be considered terminated by mutual agreement of the
parties.
4. REPRESENTATIONS AND WARRANTIES.
4.1. SERVICE PARTNER. StarTek USA, Inc. hereby represents and warrants to
T-Mobile USA as follows:
4.1.1. StarTek USA, Inc. is financially solvent, able to pay its
debts and possesses sufficient working capital to provide and
complete the Services in accordance with this Agreement.
4.1.2. StarTek USA, Inc. has the experience and skills necessary to
perform and provide the Services required under this
Agreement. All Services provided by StarTek USA, Inc. shall be
performed (i) in a professional manner, commensurate with that
which is customary in the industry, (ii) in compliance with
all applicable federal, state and local laws, rules,
regulations and ordinances and (iii) in compliance with
T-Mobile USA's applicable written policies which have been or
will be provided to StarTek USA, Inc. not less than thirty
(30) days prior to the effectiveness of such written policies.
4.1.3. All information supplied by or on behalf of StarTek USA, Inc.
shall be accurate and complete in all material respects.
4.1.4. StarTek USA, Inc. is in compliance with all applicable
federal, state and local laws, rules, regulations and
ordinances relating to the Services to be performed by StarTek
USA, Inc. for the benefit of T-Mobile USA hereunder. StarTek
USA, Inc. entering into and performing its obligations
pursuant to this Agreement will not violate any agreement
between StarTek USA, Inc. and any third party.
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5. LIABILITY PROVISIONS.
5.1. Indemnification; Limitations on Liability.
5.1.1. StarTek USA, Inc. Obligations. StarTek USA, Inc. shall
indemnify and hold T-Mobile USA harmless from and against any
and all claims, liabilities, losses, damages (including
reasonable attorneys' fees, costs and other litigation
expenses), and causes of action relating to (i) a material
breach of this Agreement by StarTek USA, Inc. or (ii) bodily
injury, death, or personal property damage proximately caused
by the negligence or willful misconduct of StarTek USA, Inc.
provided, however, SERVICE PARTNER shall not be responsible
for claims, liabilities, losses, damages, and causes of action
to the extent caused by the acts or omissions of T-Mobile USA.
5.1.2. T-Mobile USA's Obligations. T-Mobile USA shall indemnify,
defend and hold StarTek USA, Inc. harmless from and against
any and all claims, liabilities, losses, damages (including
reasonable attorneys' fees, costs and other litigation
expenses), and causes of action relating to (i) a material
breach of this Agreement by T-Mobile USA or (ii) bodily
injury, death, or personal property damage proximately caused
by the negligence or willful misconduct of T-Mobile USA
provided, however, T-Mobile USA shall not be responsible for
claims, liabilities, losses, damages, and causes of action to
the extent caused by the acts or omissions of StarTek USA,
Inc..
5.1.3. Procedure. Each Party's indemnification obligations hereunder
shall be subject to (a) receiving written notice of the
existence of any action, (b) permitting the indemnifying
party, at its option, to control the defense of such action,
(c) permitting the indemnified party to participate in the
defense of any action, (at the expense of the indemnifying
party) and (d) receiving reasonable cooperation of the
indemnified party in the defense thereof.
5.1.4. Limitations. The indemnification rights of an indemnified
party hereunder shall be the exclusive monetary remedy of the
indemnified party with respect to the claims to which such
indemnification relates.
5.2. Limitation on Liability. StarTek USA, Inc. SHALL NOT BE LIABLE TO
T-MOBILE USA AND T-MOBILE USA SHALL NOT BE LIABLE TO STARTEK USA,
INC. (REGARDLESS OF THE FORM OF ACTION OR THE CLAIM (E.G. CONTRACT,
WARRANTY, TORT, MALPRACTICE, AND/OR OTHERWISE)) FOR INDIRECT,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF
REVENUE, LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR FOR ANY
FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, EVEN IF ADVISED OF THE
POSSIBILITY OF ANY OF THE FOREGOING; AND THE ENTIRE LIABILITY OF ONE
PARTY TO THE OTHER PARTY UNDER OR IN RELATION TO THIS AGREEMENT FOR
ANY LOSS OR DAMAGE, AND REGARDLESS OF THE FORM OF ACTION WILL BE
LIMITED TO PROVEN, ACTUAL, OUT-OF-POCKET EXPENSES WHICH ARE
REASONABLY INCURRED. THE AGGREGATE LIABILITY OF STARTEK USA, INC.
AND T-MOBILE USA RELATING TO OR ARISING FROM THIS
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AGREEMENT AND FOR ANY AND ALL CAUSES OF ACTION SHALL NOT EXCEED
[**]. THIS SECTION SHALL NOT APPLY TO ANY TORT LIABILITY BASED ON
NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN PHYSICAL DAMAGE TO
TANGIBLE PROPERTY OR PERSONAL INJURY OR DEATH OR FOR A BREACH OF THE
CONFIDENTIALITY REQUIREMENTS HEREUNDER OR LIABILITY UNDER SECTION
6.4. THIS AGREEMENT, AND THIS SECTION IN PARTICULAR, DEFINES A
MUTUALLY AGREED UPON ALLOCATION OF RISK, AND THE FEES AND OTHER
CONSIDERATION HAVE BEEN SET TO REFLECT SUCH ALLOCATION.
6. INTELLECTUAL PROPERTY/CONFIDENTIALITY.
6.1. Ownership of Materials. Each Party retains any and all rights to its
own previously existing information, software and/or developments
and to its own information, software and/or developments that are
created separately from and independent of its activities under the
Agreement. Except as specifically set forth in this Agreement,
neither Party obtains rights to information provided by the other
solely by its access to or use of the information in performing its
obligations or exercising its rights hereunder.
6.2. Data. As between T-Mobile USA and StarTek USA, Inc., T-Mobile USA
will own exclusively all data received or collected by StarTek USA,
Inc. as a direct result of the Services provided hereunder. StarTek
USA, Inc. shall return all such data upon written request of
T-Mobile USA.
6.3. No License. Except as otherwise provided in Exhibits A - 1 through A
- 6, neither Party is granted any license in intellectual property
that is owned or developed by the other Party.
6.4. Confidentiality. The Parties acknowledge that each may be given
access to certain confidential or secret information and material
relating to or owned by the other, including but not limited to
financial information, customer lists, information pertaining to
T-Mobile USA or StarTek USA, Inc. customers, files and other
information regarding that Party's business, organization,
operations, and plans in the course of the performance under the
Agreement. Such information and material shall be the sole and
exclusive property of the provider of such information, and each
Party agrees that during the term of the Agreement and for five (5)
years thereafter (and with respect to trade secrets, indefinitely),
the receiving Party will not disclose such confidential or secret
information or material, or the terms of the Agreement, to any
governmental agency, person, entity, firm, or corporation, or use
confidential or secret information or material except in furtherance
of the Agreement, without the express prior written consent of the
other Party. This section shall not apply to any information (a)
previously known to the receiving Party free of any obligation to
keep it confidential, (b) that has been or which becomes publicly
known through no wrongful act of the receiving Party, (c) which is
rightfully received from a third party who is under no obligation of
confidence to either Party, (d) which is independently developed by
the receiving Party without resort to information which has been
disclosed
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pursuant to the Agreement or (e) is required to be disclosed in
order to comply with applicable laws (including state and federal
securities laws applicable to StarTek USA, Inc. as a public company)
or administrative process or any governmental or court order;
provided, however, that in a circumstance where disclosure is
compelled by governmental or court order the Party that is subject
to such compelled disclosure shall give the other Party prompt prior
notice of such compelled disclosure so that the other Party may seek
to protect such information. The receiving Party shall return the
confidential information to the disclosing Party upon request by the
disclosing Party. This Section shall survive termination of the
Agreement.
7. GENERAL PROVISIONS.
7.1. Entire Agreement. This Agreement, including all exhibits, which are
incorporated herein by this reference, contains the entire
understanding of the Parties with respect to the subject matter
hereof, and supersedes all prior agreements and understandings
between the Parties.
7.2. Assignment. StarTek USA, Inc. acknowledges that the Services to be
rendered by StarTek USA, Inc. are unique and personal. Accordingly,
StarTek USA, Inc. may not assign any of StarTek USA, Inc.'s rights,
including the right to receive payments, or delegate any of StarTek
USA, Inc.'s duties or obligations under this Agreement without the
prior written consent of T-Mobile USA. T-Mobile USA may assign its
rights hereunder upon its sole discretion, subject to StarTek USA,
Inc.'s verification of assignee's ability to fulfill the financial
obligations under this Agreement. This Agreement shall inure to the
benefit of and shall be binding upon the permitted successors and
assigns of the Parties.
7.3. Publicity. Except as required by law, including state and federal
securities laws applicable to StarTek USA, Inc. as a public company,
SERVICE PARTNER will limit disclosure to their Board and investors
of the existence of this Agreement and will not make any disclosure
to any third party concerning its business relationship with
T-Mobile USA, including any press releases, without the prior
written approval of T-Mobile USA.
7.4. Governing Law. This Agreement shall be governed by and construed
according to the laws of the State of Washington, without regard to
the conflict of laws or choice of law provisions thereof.
7.5. Construction. This Agreement, together with all Exhibits hereto,
represents the wording selected by the Parties to define their
agreement and no rule of strict construction shall apply against
either Party. This Agreement is written in, and shall be governed
by, the English language. This Agreement may be translated into one
or more languages, provided, however, in the event of any conflict
in interpretation between this Agreement and any foreign language
translation, the interpretation of this English version of the
Agreement shall prevail. This Agreement (a) represents the entire
agreement between the Parties relating to the subject matter of this
Agreement, (b) supersedes and terminates all prior purchase orders,
agreements, understandings, representations, and warranties
applicable to the subject matter of this Agreement, and (c) may only
be amended
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or modified by a writing signed by both Parties by their duly
authorized representatives (which in the case of T-Mobile USA shall
be a Vice President or higher). Any waiver pursuant to this
Agreement must be in writing and any waiver of one event shall not
be construed as a waiver of subsequent events. Headings used in this
Agreement are for reference only and shall not be deemed a part of
this Agreement.
7.6. Relationship. The Parties acknowledge and agree that their
relationship shall be solely and exclusively that of independent
contractors, and that in no event shall either Party be, claim to
be, or be deemed to be an employee, agent, or partner of the other
Party by reason of or with respect to this Agreement or any Services
provided pursuant to this Agreement. Without limiting the generality
of the foregoing, each Party agrees (a) to conduct itself strictly
as an independent contractor pursuant to this Agreement, and (b) to
comply with all applicable laws, rules and regulations, including
without limitation all laws, rules and regulations governing payment
of federal and state income taxes, self-employment taxes, estimated
taxes, sales, use and service taxes, and all other federal, state,
local and foreign taxes of any nature imposed with respect to any
obligations pursuant to this Agreement or payments therefore.
T-Mobile USA shall have the right to request StarTek USA, Inc. to
remove any personnel from the T-Mobile USA account who has engaged
in poor performance, fraud or breach of this Agreement.
7.7. Non-Solicitation. Without the prior written consent of the other
Party, during the term of this Agreement and continuing through the
first anniversary of the termination of this Agreement, neither
Party shall, and shall ensure that its affiliates do not, directly
or indirectly, solicit or attempt to solicit for employment any
persons employed by the other Party who are directly involved in
carrying out the obligations of the Parties pursuant to this
Agreement.
7.8. Notice. Any notice or communication required or permitted to be
given hereunder (other than forecasts required to be delivered
pursuant Xxxxxxxx X- 0 through A- 6) shall be in writing and may be
delivered by hand, deposited with an overnight courier, sent by
email, confirmed facsimile (followed by delivery of a copy by US
Mail), or mailed by registered or certified mail, return receipt
requested, postage prepaid, in each case to the address of the
receiving Party as set forth in this section. Such notice shall be
deemed to have been given as of the date it is delivered, mailed,
emailed, faxed or sent, whichever is earlier.
To: T-Mobile USA
Xxxx Xxxxxx
Sr. Vice President and General Counsel
To T-Mobile USA
00000 XX 00xx Xxxxxx
Xxxxxxxx, XX 00000
To: StarTek USA, Inc.
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Xxxxx Xxxxxx
CEO
StarTek USA, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
7.9. Severability. If any term or provision of this Agreement or the
application thereof to any person or circumstance, at any time or to
any extent, is held invalid, illegal, or unenforceable by a court of
competent jurisdiction by reason of any rule of law or public
policy, all other conditions and provisions of this Agreement shall
remain in full force and effect so long as the economic or legal
substance of the transaction contemplated hereby is not affected in
any manner materially adverse to either Party. Upon such
determination that any term or other provision is invalid, illegal,
or incapable of being enforced, the Parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original
intent of the Parties as closely as possible in an acceptable manner
to the end that the transaction contemplated hereby is fulfilled to
the maximum extent possible.
7.10. DOJ Agreement. T-Mobile USA has entered into an agreement with the
Federal Bureau of Investigation and the Department of Justice that
requires parties contracting with T-Mobile USA to comply with
applicable terms. StarTek USA, Inc. agrees as follows:
7.10.1. StarTek USA, Inc. shall not throughout the term of this
Agreement or at any time thereafter store subscriber audio or
data communications occurring in the U.S., or any other
subscriber information, including, without limitation, call
transactional data, call associated data, call identifying
data, subscriber information and subscriber billing records
(collectively, "Subscriber Information") outside of the United
States without T-Mobile USA 's prior written consent, which
may be withheld for no reason, or any reason, in T-Mobile
USA's sole discretion; provided, however, that T-Mobile USA
understands that StarTek USA, Inc. will be providing the
Services in [**], and as a result, T-Mobile USA hereby
consents to the storage by StarTek USA, Inc. of all Subscriber
Information necessary to perform the Services under this
Agreement in [**] for the term of this Agreement.
7.10.2. StarTek USA, Inc. will provide T-Mobile USA within at least
thirty (30) days prior written notice of its desire to store
Subscriber Information in another location different from [**]
including description of the communications and/or
information, identification of the custodian, identification
of the proposed location where the communications and/or
information would be stored; and identification of the factors
it considered in seeking to store the communications and/or
information outside [**].
7.10.3. StarTek USA, Inc. will store billing records relating to
T-Mobile USA subscribers for a minimum period of two years;
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7.10.4. StarTek USA, Inc. will store Subscriber Information in its
possession, custody and control if requested by a domestic
governmental entity pursuant to 18 U.S.C. Section 2703(f);
7.10.5. StarTek USA, Inc. will store Subscriber Information in a
manner such that the communications and/or information do not
become subject to mandatory destruction under any foreign
laws;
7.10.6. StarTek USA, Inc. will make available in the United States
all Subscriber Information that is stored by StarTek USA, Inc.
or a third party (as permitted under this Agreement);
7.10.7. StarTek USA, Inc. will not disclose Subscriber Information
to any foreign government or entity without first (i)
satisfying all applicable U.S. federal, state and local legal
requirements, including receiving appropriate authorization by
a domestic U.S. court, or receiving prior written
authorization from the U.S. Department of Justice, and (ii)
notifying T-Mobile USA of the request for such information
within five (5) days of its receipt;
7.10.8. StarTek USA, Inc. will protect the confidentiality and
security of all lawful U.S. process and the confidentiality
and security of Classified Information and Sensitive
Information in accordance with federal and state laws and
regulations.
7.11. System Security. StarTek USA, Inc. warrants that it has taken such
precautions as are necessary to ensure that its computer and
electronic systems are secure from breach or intrusion by
unauthorized third parties. In the event that a StarTek USA, Inc.
system is breached and an unauthorized third party has access to or
has viewed the information of T-Mobile USA or T-Mobile USA customers
then StarTek USA, Inc. shall notify T-Mobile USA promptly of such
breach and shall take such actions as may be necessary to prevent
such breaches from occurring in the future.
Executed as of the Effective Date:
StarTek USA, Inc. T-Mobile USA, Inc.
By: ________________________________ By: ________________________________
____________________________________ ____________________________________
Name and Title Name and Title
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EXHIBIT A-1
STATEMENT OF WORK - [**]
This Statement of Work, Exhibit A-1 is incorporated into that certain T-Mobile
USA Service Partner Services Agreement ("Agreement") dated August 1, 2005 by and
between T-Mobile USA, Inc. ("T-Mobile") and StarTek USA, Inc. ("StarTek"). The
Statement of Work shall be effective as of August 1, 2005 and the defined terms
used in this Statement of Work shall have the meanings provided in the Agreement
unless expressly defined herein.
1. GENERAL. StarTek will handle inbound [**] calls for T-Mobile. StarTek will
maintain a dedicated program (i.e., StarTek's dedicated representatives
shall handle only T-Mobile calls, StarTek's team supervisors shall support
only T-Mobile dedicated representatives and StarTek's team managers will
support only T-Mobile dedicated team supervisors.) to perform the
Services.
2. HOURS OF OPERATION. Except as otherwise set forth herein, the hours of
operation will be [**]. Any change to the hours of operation on a T-Mobile
line of business at any site by StarTek requires written request and
approval by a T-Mobile Vice President of the change. Any change to the
hours of operation on a T-Mobile line of business at any site by T-Mobile
requires written notification to StarTek. Any closure of a site or 100%
reallocation of headcount to another site in which a T-Mobile line of
business resides requires written notice to T-Mobile of [**] in advance of
the closure or reallocation. Any reallocation of headcount (not due to
forecast change) to another site of [**] of the total [**] headcount
requires written notice to T-Mobile of [**] in advance of the
reallocation. StarTek will provide a comprehensive written plan as to how
StarTek will maintain services for the line of business to mitigate impact
and prevent tangible and intangible cost to T-Mobile.
3. CALL VOLUME AND FORECASTING.
3.1. For the purposes of meeting the forecast, StarTek will utilize full
time equivalents ("FTEs") in accordance with this Statement of Work.
An FTE is defined as [**] Customer Facing Employee [**]. An FTE is
not equivalent to headcount.
3.2. FTEs will be classified into the following categories:
3.2.1. Production FTE, which includes FTEs who are agents productive
to the line of business.
3.2.2. Training FTE, which includes FTEs who are currently in
training and not productive to the line of business.
3.2.3. GMA FTE, which includes FTEs who are productive to the line
of business at least part of their day, but are still in
training.
3.2.4. LOA FTE, which includes all FTEs who cannot be classified
into Production, Training, or GMA.
3.3. T-Mobile will regularly prepare and deliver to StarTek the following
forecasts for the services to support the proper planning of the
infrastructure required to support the programs:
3.3.1. T-Mobile shall deliver a [**] rolling informational forecast
to StarTek on or before the 15th day of each month [**], which
shall contain forecasted[**] call volumes.
3.3.2. T-Mobile shall deliver a final forecast to StarTek no less
than 45 days before the 1st day of each [**] for which the
forecast is made, which shall contain a [**] call volume and
Average Handle Time ("AHT") forecast by [**] interval (the
"Final Forecast"). The Final Forecast will contain an updated
[**] call volume and AHT forecasts, which will vary no more
than [**] in call volume each day from the [**] forecast. If
the Final Forecast is not delivered in a timely fashion with
respect to a particular month, the appropriate [**] rolling
informational forecast shall be the Final Forecast for such
[**].
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3.3.3. For informational purposes only, T-Mobile shall deliver a
[**] forecast.
3.4. StarTek will use [**] call volume forecasts provided by T-Mobile as
the Final Forecast in accordance with this Agreement. This process
is known as Interval Forecasting. StarTek will schedule the
appropriate number of FTEs in [**] intervals to meet the service
levels called for in the T-Mobile Final Forecast. This process is
known as Interval Scheduling. StarTek will provide Interval
Scheduling plans to T-Mobile [**] in advance after receiving a Final
Forecast from T-Mobile. These Interval Scheduling plans will
illustrate how StarTek plans to meet the Key Performance Indicator
("KPI") Service Level. The documented plans will include the number
of required FTEs to meet the KPI Service Level, the number of
scheduled agents, and the [**] Service Level Objectives.
3.5. StarTek will provide to T-Mobile all assumptions used to translate
forecasts into scheduled FTEs.
3.6. T-Mobile and StarTek will cooperatively manage [**] schedule
adjustments to manage actual call volumes.
3.7. T-Mobile and StarTek will mutually agree upon and participate in the
preparation of other call volume forecasts, as reasonably required
for the successful performance of the Programs. These may include,
without limitation, [**]. As part of the support structure, StarTek
will provide a National Resource Planning Analyst who will, among
other things, assist T-Mobile in the development of call volume
forecasts.
3.8. StarTek will recruit, train, and staff to a minimum of [**] of the
forecasted FTEs and be able to handle [**] of the forecasted call
volume. If the Final Forecast for a particular [**] is [** ] or more
of the Final Forecast for the proceeding [**], StarTek may add
additional staff to service such increase with the prior consent of
T-Mobile, which consent shall not be unreasonably withheld.
3.9. If the Production FTE count falls [**] below the forecasted FTE,
StarTek will recruit and hire agents to back-fill the attrition as
long as T-Mobile is delivering a minimum of [**] of forecasted
volume. The recruited agents must start training within [**] days of
exceeding threshold. [**].
3.10.If the FTE requirement drops [**] T-Mobile will work with StarTek in
good faith to back-fill with additional business [**] as StarTek
ramps down to the required FTEs. [**] the number of FTEs that will
be included in the ramp down.
3.11.The forecasts referred to above shall in no way represent a
commitment from T-Mobile to provide volumes to StarTek, except for
purposes of amounts payable by T-Mobile to StarTek as provided in
this Section 3.12.
3.12.Amounts payable to StarTek hereunder and the KPI calculation shall be
based upon the following:
3.12.1. When the [**] exceeds [**] of Final Forecast then StarTek
shall be paid for the actual handled minutes.
3.12.2. When the [**] is less than [**] of the Final Forecasted call
volume, and StarTek is staffed at no less than [**] of Final
Forecasted required FTE, then StarTek shall be paid according
to the following formula: [**].
4. AVERAGE HANDLE TIME. AHT is defined as the sum of average talk time; hold
time while on a call, and after call work. StarTek agrees that the AHT
objectives shall be [**] for English [**]. The AHT objective shall be less
than or equal to a [**] for Spanish [**]. The AHT objectives may be
changed upon mutual agreement of StarTek and T-Mobile based on rolling
[**] trending results.
5. RAMP. Ramp is defined as any required FTE increase necessary to
accommodate call volume growth of greater than [**] of the call volume
during the peak [**] of the prior [**].
6. RAMP PLANS. For the purposes of this document a Ramp Plan is defined as a
T-Mobile approved plan to add substantial FTEs to a current line of
business or a
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change to the current line of business with substantial additions to
current StarTek FTEs that support T-Mobile services. StarTek must submit
written Ramp Plans to T-Mobile for written approval by a T-Mobile
operations manager or above.
6.1. In the event of a new ramp plan or a change to the [**] line of
business supported by StarTek, the AHT monthly objectives will be
adjusted depending upon the percentage of net growth training FTE
graduates to the maximum headcount during the growth period. The
attached worksheet is an example of the adjustments and will be
subject to the AHT objectives agreed to as set forth in Section 4
7. TRAINING.
7.1. Agents will be trained on the standard T-Mobile New Hire Training
Curriculum. Training for the program shall be conducted in
accordance with the T-Mobile New Hire Training Curriculum. Upon [**]
written notice to StarTek, T-Mobile may change the T-Mobile New Hire
Training Curriculum and the hours required for delivery. Prior to
completion of training, T-Mobile will deliver all applicable
application IDs. Sharing of application IDs is prohibited under
T-Mobile policy. StarTek will establish procedures to prevent
sharing of application IDs. Any agent who violates this policy will
be promptly removed from the T-Mobile account.
7.2. Any new hire training conducted for net growth must be approved in
writing by a T-Mobile training manager or above. Written approval
must be attached to the invoice in order to substantiate billable
new hire training. T-Mobile will be kept informed of all attrition
training.
7.3. The ratio of trainers to trainees is not to exceed a classroom level
of [**]. The two trainers can include a fully certified trainer with
the support of a supervisor who has been through a certified
training course.
7.4. All costs and expenses for training and training materials for new
agents and any initial and program extension training, or changes or
modifications to the program or continuation training that exceeds
[**] shall be borne by [**]. Online options must be used in lieu of
printed materials wherever reasonably available. All written
materials must be reused where reasonable. [**] will not reimburse
[**] for training or training materials utilized for
attrition-related training. [**] shall not compensate [**] for any
agent who does not complete the training and graduate from [**].
Documented training trackers must accompany all invoices for
approval of billed charges. Documentation must contain as much
information as allowed by law. Information required includes by is
not limited to: Agent name, agent training start date, attendance
record, and assessment and quality scores. All Continuing Education
classes are to be tracked via an auxiliary (AUX) or automatic call
distributor (ACD) code and submitted monthly with reporting
displaying agent's name, the exact amount of time spent in each
training course, the name of each training course, and the total
time in the month spent in Continuing Education training. It is
StarTek's responsibility to deliver all appropriate training within
the scheduled time frame, subject to service level considerations.
7.5. StarTek will schedule StreamLine read time not to exceed the amount
of six (6) minutes per day, and no more than thirty (30) minutes per
agent per week. Streamline read time must be measured via ACD or AUX
code, or skillset, and reported monthly. Streamline read time will
be billed at the hourly continuing education training rate and is
subject to the [**] StarTek is responsible for as referenced in
Section 7.4.
7.6. StarTek must not graduate any new hire agent from training/GMA to
production if the agent has missed more than 8 hours in the training
classroom or 16 hours in GMA. The agent must return to the classroom
or GMA as applicable to make up missed time before graduating to
production. T-Mobile must receive written documentation of the
missed time and proof that the time has been made up before being
considered ready for production. New agents
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must also pass training assessments at 85% or better and score 2.6
or higher in quality during GMA to graduate from training to
production.
7.7. [**] requests for removal of personnel including, but not limited
to, new trainers and any associated materials, [**].
7.8. If StarTek is not meeting the quality standards set forth in Section
0 below and it is determined by T-Mobile that additional "skill set"
training is required for StarTek representatives, [**] will bear the
cost of the additional training.
7.9. T-Mobile curriculum is to be facilitated by Certified Facilitators.
If StarTek does not have a certification course they will be
required to use the T-Mobile certification course. Facilitators are
required to be certified by either T-Mobile Learning and Development
specialist or their own Certified Training Manager. Uncertified
Supervisors/Operations Managers/Coaches or Team Leads cannot conduct
New Hire Training.
7.10.StarTek will abide by the documented training guidelines. Any changes
to the documented training guidelines by T-Mobile must be provided
to StarTek no less than [**] prior to implementation. Any changes
materially impacting StarTek cost must be agreed to by both parties.
8. ESCALATION PROCEDURES. StarTek shall utilize T-Mobile-provided escalation
processes, to handle calls beyond the agent's scope of training or for
management support of a customer issue. This process will ensure that each
call that cannot be handled by the agent is then handled by the lead
representative up through the manager before being transferred to T-Mobile
for resolution. If a customer requires management support, the agent shall
transfer the call to a manager. T-Mobile shall update all on-line job
aides that define the escalation procedures for the program when any
changes are made.
9. [**]
9.1. [**]
CUSTOMER CARE SYSTEMS. StarTek shall be responsible for costs associated
with workstations and local area networks (LAN) infrastructure equipped to run
the most recent version of the [**] deployed at the time of the implementation
of this Agreement. StarTek is hereby granted a license for the term of this
Agreement to use the [**] for the sole purposes of performing its obligations
under this Agreement. StarTek shall also provide the building, and
telecommunications switch for the Interactive Voice Response (IVR) system,
remote monitoring application and associated toll free number, Universal Power
Supply (UPS), desktop computers, office supplies, and dedicated workspaces in
each call center. [**] shall be responsible for costs associated with wide area
network (WAN) infrastructure, including, but not limited to, the WAN data
connectivity infrastructure, application/database servers, routers, and related
peripherals. [**] shall also be responsible for software required to support the
[**]. T-Mobile will be responsible for the [**], Knowledge Database, and Call
Tracking systems required to support the Services performed under this
Agreement.
SYSTEMS USE AND DOWNTIME. Information given to callers or collected by
agents will be directly taken from and/or input into T-Mobile's systems. In the
event that T-Mobile's systems go down, StarTek shall capture call information in
Remedy, or on the downtime forms provided by T-Mobile. StarTek will be
instructed on procedures in each scenario as applicable by T-Mobile. If paper
forms are utilized, StarTek agrees that it shall then input information from
these downtime forms once the system is restored. Turnaround commitment to enter
downtime forms into T-Mobile's systems will be [**] from the time when
T-Mobile's systems are restored. If call volume does not allow for [**]
turnaround due to call volume meeting at least [**] of the forecasted volume,
another [**] input period shall be granted. Downtime forms will be destroyed
(shredded or burned) or sent to T-Mobile, as directed by T-Mobile, every [**].
StarTek will assign a special ACD tracking code to designate when specified
representatives are entering downtime form information into T-Mobile systems.
StarTek shall provide a downtime productivity reports to T-Mobile displaying
time in code, number of downtime forms processed and occupancy rate. T-Mobile
agrees to pay StarTek [**] (contingent upon meeting [**] per agent to be agreed
upon by both parties) for entering downtime
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information as stated in the Pricing Schedule set forth in Section 24 of this
Statement of Work.
10 OVERTIME.
If the call volume exceeds the Final Forecast by more than [**], StarTek
will so notify T-Mobile and will recruit trained agents to work overtime
to support the call handling. Any overtime in excess of [**] of Final
Forecasted volume must be authorized by T-Mobile operations manager or
above. For T-Mobile authorized overtime T-Mobile will pay the overtime
rate set forth in Section 0 for all volume handled in excess of [**] of
the Final Forecast. The billable overtime minutes will be calculated as
set forth in Section 0.
The recruiting process for overtime shall be deployed as soon as the
circumstance affecting the call volume variance is identified. If StarTek
identifies the item at least [**] before the occurrence, StarTek shall use
its commercially reasonable efforts to minimize the financial impact by
changing schedules to support the staffing required. StarTek shall also
recruit agents to work overtime on a [**] basis when the [**] call volume
dictates additional staffing needs to maintain service goals.
Except as provided above in Section 12.2, StarTek shall obtain written
authorization from T-Mobile for any overtime that may be required or
incurred for the performance of the Programs.
T-Mobile authorized overtime as defined in section 0 will be calculated
for purposed of invoice payment by multiplying the handled call volume in
excess of [**] of Final Forecast by the [**], and dividing through by 60
to get minutes.
SIGNIFICANT CHANGES. When significant changes occur to the processes utilized to
provide services, T-Mobile has the right to request information related to
compliance and execution of such changes.
KPIS.The KPIs for Services performed hereunder shall be effective for
purposes of bonus/penalty adjustments to the invoice, as set forth
in Exhibit B. Service Level. Inbound [**] customer service calls: [**].
Call Volume. [**].
Call Quality. According to the results from the call quality observation
process, as described below, with a minimum score of [**].
For the purposes of ensuring Call Quality, StarTek and T-Mobile
shall measure the agents' call quality using the following types of
observations:
1. T-Mobile observation;
2. StarTek operations observation (4 per agent/month);
3. StarTek quality observation (4 per agent/month)
KPI performance is based upon T-Mobile scores only, whereas the
function of the StarTek operations and quality observations is to
provide immediate and monthly feedback to agents and StarTek
management.
For the purposes of billing, the scores for all of these
observations will be [**]. The StarTek operations and StarTek
quality observations must each be [**] If either the StarTek
operations or the StarTek quality observation [**] not [**].
T-Mobile may provide written approval of exception to this section 0
given the number of outsourced issue tickets on T-Mobile
observations.
Calibration. StarTek operations managers shall attend the monthly
T-Mobile calibration sessions for the line of business.
The call quality observation form to be used in this process shall
be provided by T-Mobile. Results shall be used to provide both
immediate and monthly feedback to agents and StarTek management.
StarTek will make best effort to provide each agent
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with feedback/coaching within 24 hours of being monitored by
T-Mobile, StarTek quality team or StarTek operations. StarTek shall
keep written documentation of each agent session, signed by the
agent, and available for review by T-Mobile upon request. The call
quality scoring criteria used by StarTek will match that used by
T-Mobile. StarTek must achieve a minimum voice quality score [**].
Call monitoring feedback sessions will be held between the agent and
the agent's direct supervisor. Any monitored calls using profanity
or customer abuse as determined by T-Mobile will result in
immediate, unchallenged agent termination from the T-Mobile program.
Data Accuracy: StarTek must maintain a [**]. Data accuracy will be
calculated by dividing the total number of erroneous [**] by the total
number of [**] audited.
REPORTS. StarTek shall provide T-Mobile with standard call count reports and
performance reports on a [**] basis [**] by [**] for the previous [**] by [**]
for the previous [**], and [**] by [**] for the previous [**]. The reports shall
be in the format and contain the information mutually agreed upon between
StarTek and T-Mobile. StarTek shall provide report cards reflecting measurements
of the KPIs and all of the above metrics within [**] of each [**]. All reporting
fed by data from the switch is considered standard and is not subject to
non-standard report development costs. Hourly lines of business must have agent
detail payroll reports to substantiate that billable hours do not exceed actual
hours worked. T-Mobile and StarTek shall mutually agree upon any other reports
and the cost associated with the development of those reports. T-Mobile agrees
to follow the change management process defined by StarTek and agreed to by
T-Mobile when requesting changes to reports or additional information. If
T-Mobile requires material format changes to T-Mobile standard reports, T-Mobile
will be required to compensate StarTek for the development costs, based upon the
rate outlined in the Pricing Schedule set forth in Section 0 of this Statement
of Work and will be [**] prior to invoicing.
MONITORING. T-Mobile shall have the right, to the extent permitted by law and at
no additional expense, to monitor at any time (either on-site or remotely)
customer contact calls and/or specific agents to ensure compliance with
performance, operational and quality control standards. [**] must provide [**]
with a remote monitoring solution. There are two quality monitoring options
required: a [**] and a [**]. [**] would manage the [**] calls within [**] of
being [**]. [**] requires a minimum of [**] calls per agent per month [**]. [**]
must have the ability to monitor random calls as they come into the queue, or by
locating specific agents [**].
A. HOLIDAYS. StarTek shall observe the following holiday schedule [**].
T-Mobile shall compensate StarTek for holiday rates as identified in the
Pricing Schedule set forth hereunder when applicable to the location where
work is performed. Holiday rates apply to the actual holiday only.
[**] US HOLIDAYS
[**] New Year's Day (Jan 1)
[**] Memorial Day (last Monday in May)
[**] Fourth of July (July 4)
[**] Labor Day (first Monday in September)
[**] Thanksgiving Day (4th Thursday in November)
[**] Christmas (December 25)
SYSTEM DOWNTIME; FORCE MAJEURE.
In the event StarTek determines that system maintenance is necessary,
StarTek will notify T-Mobile of the need for such maintenance [**]
prior to the maintenance, and will obtain the prior written approval of
T-Mobile to schedule the time and duration of such maintenance. All
routine maintenance shall be scheduled during off-peak system hours. In
no event shall interruption of Services for disclosed and approved
system maintenance constitute a failure of performance by StarTek if
performed
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in accordance with this Section 17. StarTek shall promptly report to
T-Mobile any StarTek system failures, including information on the
duration and impact.
Except for T-Mobile's obligation to make payments for services actually
performed, each Party's failure to perform shall be excused where such
failure is a result of causes beyond its reasonable control. Such
causes shall include without limitation acts of God, strikes, lockouts,
riots, acts of war, epidemics, governmental regulations imposed after
the fact, fire, communication line failures of third parties,
vandalism, power failures by third parties, cables cut by third
parties, earthquakes, floods or other similar catastrophes, terrorist
activities, failure of the T-Mobile system or the Internet not related
to StarTek's actions or inactions, any law, order, regulation,
direction, action or request of any governmental entity or court or
civil or military authority having jurisdiction over either of the
parties, national emergencies, insurrections, riots, wars, strikes,
lock outs, or work stoppages. In the event of failures to perform for
[**] or more as a result of a force majeure, either Party may terminate
the Agreement by giving written notice to the other Party. Any such
notice of termination shall be effective upon receipt.
Notwithstanding the foregoing or anything in the Agreement to the
contrary, StarTek shall take commercially reasonable steps to ensure
that the Services shall continue without interruption due to StarTek
systems failure during the term of the Agreement by implementing [**]
reasonably necessary to provide the Services with an up-time of [**]
(not including scheduled maintenance), which shall include [**] and the
like. The components and execution of this plan must be reviewed,
updated, and tested semi annually and results reported to T-Mobile.
Where downtime is a result of [**].
Where downtime is a result of [**].
ALLOCATION OF RESOURCES. T-Mobile acknowledges that upon the occurrence of a
force majeure event or in instances of unusually high demand, demands on
StarTek's facilities may exceed such facilities available capacity. In any such
instance, StarTek shall, upon written notice to T-Mobile, be entitled to
equitably prioritize Services and otherwise curtail utilization of its
facilities in a manner so that any degradation to the Services provided to
T-Mobile is (unless agreed otherwise by T-Mobile in writing) no greater than the
level of degradation experienced by StarTek's other customers. Upon the request
of T-Mobile, StarTek shall provide T-Mobile with reasonable evidence of its
compliance with the foregoing.
RECRUITING REQUIREMENTS. StarTek recruiting efforts shall meet the following
requirements in the selection process of all personnel hired to perform the
T-Mobile services as describe in this SOW,. T-Mobile reserves the right to audit
the selection process.
A mutually approved customer service assessment
A behavioral interview
Background checks, which shall include criminal records, are required
and shall be completed before employment. Costs incurred for background
checks associated with such criminal records shall be StarTek's
responsibility.
STAFFING REQUIREMENTS. StarTek agrees to maintain the following staffing ratios:
[**]. StarTek agrees that all managers shall be full-time StarTek employees.
Subject to Section 21.1, StarTek will ensure that each person assigned to a
function has the necessary functional and T-Mobile-related training to
successfully perform the function. StarTek must provide specific agent
information up to what the law allows. Information required includes agent name,
agent ID, start date on T-Mobile line of business, assessment scores,
termination date from T-Mobile line of business, quality average.
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All support functions such as StarTek quality, instructional analysts, and
trainers must be housed within the site where the work for this line of business
is being performed unless otherwise agreed to in writing by T-Mobile.
In addition, before a function is performed by an individual assigned
to that function, StarTek shall verify that the necessary skills have
been attained through the use of certification of skills program. If
T-Mobile reasonably requests StarTek to remove any personnel performing
Services pursuant to this Agreement, StarTek shall promptly comply with
such request, within [**]. In support of this process, StarTek will do
the following:
Team leaders/supervisors shall go on-line to support customer
calls each week for at least [**] calls per day (approximately
[**]) to maintain their skills. The remainder of their time shall
be used to support agent development, and to otherwise assist
StarTek employees to perform the Services.
Quality Assurance specialists shall go on-line to support
customer calls each [**] for at least [**] (approximately [**])
to maintain their skills.
Managers, lead representatives, team leaders/supervisors and
trainers must be full-time employees of StarTek and must have
completed T-Mobile National Standard Curriculum Training.
Supervisors will monitor a minimum of two (2) calls per agent per
week.
FRAUD. StarTek shall implement and enforce T-Mobile policies and procedures as
well as StarTek's own procedures to detect and prevent handset or credit card
theft or other fraudulent activity by an employee or agent of StarTek. StarTek
shall cooperate with any T-Mobile investigation into handset or credit care
theft or other fraudulent activity by an employee or agent of StarTek. If an
employee or agent of StarTek is suspected of committing handset or credit card
theft or other fraudulent activity against T-Mobile, StarTek will promptly
notify T-Mobile of the suspected fraudulent activity and will provide T-Mobile
with information necessary to conduct an investigation, including but not
limited to the employee name, address, contact information, social security
number, emergency contact address and phone numbers, and any other information
that will assist in investigation of the suspected fraudulent activity. This
information will be provided to T-Mobile within 48 hours of the request from
T-Mobile.
StarTek will assume all responsibility for handset theft, credit card theft or
other fraudulent activity by an employee or agent of StarTek or their failure to
follow T-Mobile policies and procedures. [**] to the following address:
T-Mobile USA, Inc.
Attn: Xxxxx Xxxxx, Xx. Manager of Investigations
000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
[**] shall be made to T-Mobile within [**] of the date the outsourced vendor
receives an [**].
T-Mobile reserves the right to prosecute any employee or agent of StarTek that
committed fraud against T-Mobile or a customer of T-Mobile.
BILLABLE MINUTES: For purposes of this Agreement, "Billable Minutes " is defined
as:
[**] multiplied by the [**] when [**] is delivered to StarTek.
In the event where less than [**] is delivered to StarTek, amounts
payable to StarTek shall be based upon [**]
During system downtime as a result of [**], amounts payable to StarTek
shall be based upon the [**.] Where actual AHT is unavailable [**] the
lesser of 100% [**] will be substituted
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StarTek shall be paid an [**] as listed in Section 0 for the actual
minutes of processing downtime forms as detailed in the required ACD
productivity reports displaying time in code and number of forms
processed. .
During system downtime as a result of a StarTek failure outside the
definitions provided for in Section6, and StarTek is unable to accept
the call volume T-Mobile is otherwise prepared to provide it, for the
purposes of determining KPI penalties, StarTek will use the forecasted
volume to determine service levels for those downtime intervals.
Overtime will be calculated by interval using the following formula:
interval handled call volume in excess of [**] multiplied by the lesser
of [**] of the KPI AHT and interval AHT, and divided through by 60 to
obtain minutes. These are the billable overtime minutes where T-Mobile
has solicited and provided written approval of overtime.
SERVICE LEVELS /BREACH OF SERVICE LEVELS. StarTek shall meet or exceed the Key
Performance Indicator Service Levels as provided in Performance Pricing Matrix
in Exhibit B. Performance outside of the neutral zone of the specified Key
Performance Indicators will result in increases/deductions to the overall price
per minute as provided in Exhibit B.
In the event that StarTek negatively performs any of the Key
Performance Indicators, in performance subject to deductions in
payment/pricing (not neutral or bonus-able performance) as specified in
Performance Price Matrix in Exhibit B, for a consecutive period of
[**], StarTek shall be in breach of this Agreement. StarTek shall
prepare a plan to cure the breach and shall have [**] from the date of
the first date of failure in which to cure the breach. In the event
that StarTek fails to cure the breach within the [**] period from the
date of the first date of failure, T-Mobile may terminate the Agreement
for StarTek's breach.
PRICING SCHEDULE. T-Mobile shall pay StarTek for Services as provided in the
following schedule.
[Interim Pricing. Interim prices apply until such time StarTek meets a
mutually agreed upon percent of call handled to forecast for [**] from
effective date of this agreement; however no later [**]
Standard Rate: [**]
Holiday Rate: [**]
Overtime Rate: [**]
Spanish Standard Rate:[**]
Spanish Holiday Rate: [**]
Overtime Rate: [**]
[Premium Pricing. Premium Pricing shall apply after StarTek performs as
stated in Section 25.1 for [**]; however no later than [**].
Standard Rate: [**]
Holiday Rate: [**]
Overtime Rate: [**]
Spanish Standard Rate: [**]
Spanish Holiday Rate: [**]
Spanish Overtime Rate: [**]
[**].
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
[**]
Exhibit B
ALL FIGURES ON EXHIBIT B ARE REDACTED
[**]
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EXHIBIT A-2
STATEMENT OF WORK - [**]
This Statement of Work, Exhibit A-2 is incorporated into that certain T-Mobile
USA Service Partner Services Agreement ("Agreement") dated August 1, 2005 by and
between T-Mobile USA, Inc. ("T-Mobile") and StarTek USA, Inc. ("StarTek"). The
Statement of Work shall be effective as of August 1, 2005 and the defined terms
used in this Statement of Work shall have the meanings provided in the Agreement
unless expressly defined herein
1. GENERAL. StarTek will handle [**] work for T-Mobile. StarTek will maintain
a dedicated program (i.e., StarTek's dedicated representatives shall
handle only T-Mobile work, StarTek's team supervisors shall support only
T-Mobile dedicated representatives and StarTek USA, Inc.'s team managers
will support only T-Mobile dedicated team supervisors.) to perform the
Services.
2. HOURS OF OPERATION. Except as otherwise set forth herein, the hours of
operation will be [**]. Any change to the hours of operation on a T-Mobile
line of business at any site by StarTek requires written request and
approval by a T-Mobile Vice President of the change. Any change to the
hours of operation on a T-Mobile line of business at any site by T-Mobile
requires written notification to StarTek. Any closure of a site or 100%
reallocation of headcount to another site in which a T-Mobile line of
business resides requires written notice to T-Mobile [**] in advance of
the closure or reallocation. Any reallocation of headcount (not due to
forecast change) to another site [**] of the total line of business
headcount requires written notice to T-Mobile [**] in advance. StarTek
will provide a comprehensive written plan as to how StarTek will maintain
services to the line of business to mitigate impact and prevent tangible
and intangible cost to T-Mobile.
3. CALL VOLUME AND FORECASTING.
For the purposes of meeting the forecast, StarTek will utilize full time
equivalents ("FTEs") in accordance with this Statement of Work. An FTE is
defined as [**] Customer Facing Employee [**]. An FTE is not equivalent to
headcount.
FTEs will be classified into the following categories:
3..1. Production FTE, which includes FTEs who are agents productive to the
line of business
3..2. Training FTE, which includes FTEs who are currently in training and
not productive to the line of business
3..3. Get More Academy ("GMA") FTE, which includes FTEs who are productive
to the line of business at least part of their day, but are still in
training
3..4. Leave of Absence ("LOA") FTE, which includes all FTEs who cannot be
classified into Production, Training, or GMA.
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T-Mobile will regularly prepare and deliver to StarTek the following
forecasts for the services to support the proper planning of the
infrastructure required to support the programs:
3..1. T-Mobile shall deliver a [**] rolling informational forecast
to StarTek on or before the 15th day of each month (the
"[**]"), which shall contain forecasted [**] call volumes.
3..2. T-Mobile shall deliver a final forecast to the StarTek no less
than 45 days before the 1st day of each [**] for which the
forecast is made, which shall contain a [**] call volume and
Average Handle Time ("AHT") forecast by [**] interval (the
"Final Forecast"). The Final Forecast will contain an updated
[**] call volume and AHT forecasts, which will vary no more
than [**] in call volume each day from the [**]. If the Final
Forecast is not delivered in a timely fashion with respect to
a particular month, the appropriate [**] rolling informational
forecast shall be the Final Forecast for such [**].
3..3. For informational purposes only, T-Mobile shall deliver a [**]
forecast.
StarTek will provide to T-Mobile all assumptions used to translate
forecasts into scheduled FTE.
T-Mobile and StarTek will mutually agree upon and participate in the
preparation of other work volume forecasts, as reasonably required
for the successful performance of the Programs for this line of
business. These may include, without limitation, [**]. As part of
the support structure, StarTek will provide a National Resource
Planning Analyst who will, among other things, assist T-Mobile in
the development of work volume forecasts.
StarTek will recruit, train, and staff to a minimum of [**] of the
forecasted FTE and be able to handle [**] of the forecasted work
volume. If the Final Forecast for a particular [**] is [**] or more
of the Final Forecast for the proceeding [**], StarTek may add
additional staff to service such increase with the prior consent of
T-Mobile, which consent shall not be unreasonably withheld.
If the Production FTE count falls [**] below the forecasted FTE,
StarTek will recruit and hire agents to back-fill the attrition. The
recruited agents must start training within fourteen (14) days of
exceeding threshold. The associated training costs are the
responsibility of the StarTek and are not billable to T-Mobile.
If the FTE requirement drops [**], T-Mobile will work with StarTek
in good faith to back-fill with additional business [**] as StarTek
ramps down to the required FTEs. T-Mobile and StarTek will mutually
agree in writing on the number of FTEs that will be included in the
ramp down.
4. PRODUCTIVITY SPECIFIC TO WORKLOAD TYPE. T-Mobile and StarTek will agree on
productivity measurements specific to the line of business.
5. RAMP. Ramp is defined as any required FTE increase necessary to
accommodate work volume growth of greater than [**] of the call/work
volume during the peak [**] of the prior [**].
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6. RAMP PLANS. For the purposes of this document a Ramp Plan is defined as a
T-Mobile approved plan to add substantial FTEs to a current line of
business or a change to the current line of business with substantial
additions to current StarTek FTEs that support T-Mobile services. StarTek
must submit written Ramp Plans to T-Mobile for written approval by a
T-Mobile operations manager or above.
7. TRAINING.
Agents will be trained on the T-Mobile standard New-Hire Training
Curriculum. Training for the program shall be in accordance with the
T-Mobile New Hire Training Curriculum. Upon [**] written notice to
StarTek, T-Mobile may change the T-Mobile New Hire Training Curriculum and
the hours required for delivery. Prior to completion of training, T-Mobile
will deliver all applicable application Ids to StarTek. Sharing of
application IDs is prohibited under T-Mobile policy. StarTek will
establish procedures to prevent sharing of application IDs. Any agent who
violates this policy will be promptly removed from the T-Mobile account.
Any new hire training conducted for net growth must be approved in writing
by a T-Mobile training manager or above. Written approval must be attached
to the invoice in order to substantiate billable new hire training.
T-Mobile will be kept informed of all attrition training.
All agent-level training-period performance, including attendance,
quality, and assessment scores, regardless of whether net growth or
attrition-related, will be reported [**] to [**] invoice.
The ratio of trainers to trainees is not to exceed a classroom level of
[**]. The [**] trainers can include a full-certified trainer with the
support of a supervisor who has been through a certified training course.
All costs and expenses for training and training materials for new agents
and any initial and program extension training, or changes or
modifications to the program or continuation training that exceeds [**]
shall be borne by [**]. Online options must be used by StarTek in lieu of
printed materials wherever reasonably available. All written materials
must be reused by StarTek where reasonable. [**] will not reimburse for
training or training materials utilized for attrition-related training.
[**] shall not compensate [**] for any agent who does not complete the
training and graduate from [**]. Documented training trackers must
accompany all invoices for approval of billed charges. Documentation must
contain as much information as allowed by law. Information required but
not limited to: Agent name, agent training start date, attendance record,
and assessment and quality scores. All Continuing Education classes are to
be tracked via auxiliary (AUX) or automatic call distributor (ACD) code
and submitted monthly with reporting displaying agent's name, the exact
amount of time spent in each training course, the name of each training
course, and the total time in the month spent in Continuing Education
training. It is StarTek's responsibility to deliver all appropriate
training within the scheduled time frame, subject to service level
considerations.
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StarTek will schedule Streamline read time not to exceed the amount of six
(6) minutes per day, no more than thirty (30) minutes per agent per week.
Streamline read time must be measured via ACD or AUX code, or via skill
set, and reported monthly. Streamline read time will be billed at the
hourly continuing education training rate and is subject to the [**]
StarTek is responsible for as referenced in section 0.
StarTek must not graduate any new hire agent from training/GMA to
production if the agent has missed more than 8 hours in the training
classroom, or 16 hours in GMA. The agent must return to the classroom or
GMA as applicable to make up missed time before graduating to production.
T-Mobile must receive written documentation of the missed time and proof
that the time has been made up before being considered ready for
production. New agents must also pass training assessments at [**] or
higher in quality reviews during GMA to graduate from training to
production.
[**] [**] requests for removal of personnel, including, but not limited
to, new trainers and any associated materials, [**].
If StarTek is not meeting the quality standards set forth in Section 14
below and it is determined by T-Mobile that additional "skill set"
training is required for the StarTek representatives, [**] will bear the
cost of the additional training.
T-Mobile curriculum is to be facilitated by Certified Facilitators.
Certification is to be provided by the StarTek. If the StarTek does not
have a certification course they will be required to use the T-Mobile
approved certification course. Facilitators are required to be certified
by either T-Mobile Learning and Development specialist or a StarTek
Certified Training Manager. Non-certified Supervisors/Operations
Managers/Coaches or Team Leads cannot conduct New Hire Training.
StarTek will abide by the documented training guidelines.
8. ESCALATION PROCEDURES. StarTek shall utilize T-Mobile-provided escalation
processes, to handle calls beyond the agent's scope of training or for
management support of a customer issue. This process will ensure that each
call that cannot be handled by the agent is then handled by the lead
representative up through to the manager before being transferred to
T-Mobile for resolution. If a customer requires management support, the
agent shall transfer the call to a manager. T-Mobile shall update all
on-line job aides that define the escalation procedures for the program
when any changes are made.
9. [**]
9..1. [**]
10. CUSTOMER CARE SYSTEMS. StarTek shall be responsible for costs associated
with workstations and local area network (LAN) infrastructure equipped to
run the most recent version of the [**] deployed at the time of the
implementation of this Agreement. StarTek is hereby granted a license for
the term of this Agreement to use the [**] for the sole purposes of
performing its obligations under this Agreement. StarTek shall also
provide the building and telecommunications
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switch for the Interactive Voice Response (IVR) system, remote monitoring
application and associated toll free number, Universal Power Supply (UPS),
desktop computers, office supplies, and dedicated workspaces in each call
center. [**] shall be responsible for costs associated with wide area
network (WAN) infrastructure (including, but not limited to, the WAN data
connectivity infrastructure, application/database servers, routers, and
related peripherals. [**] shall also be responsible for software required
to support the [**]. T-Mobile will be responsible for the [**], Knowledge
Database, and Call Tracking systems required to support the Services
performed under this Agreement.
11. SYSTEMS USE AND DOWNTIME. Information given to callers or collected by
agents will be directly taken from and/or input into T-Mobile's systems.
In the event that T-Mobile's systems go down, StarTek shall capture call
information in Remedy, or on the downtime forms provided by T-Mobile.
StarTek will be instructed on procedures in each scenario as applicable by
T-Mobile. If paper forms are utilized, StarTek agrees that it shall then
input information from these downtime forms once the system is restored.
Turnaround commitment to enter downtime forms into T-Mobile's systems will
be [**] from the time when T-Mobile's systems are restored. If call volume
does not allow for [**] turnaround due to call volume meeting at least
[**] of the forecasted volume, another [**] input period shall be granted.
Downtime forms will be destroyed (shredded or burned) or sent to T-Mobile,
as directed by T-Mobile, every [**]. StarTek will assign a special ACD
tracking code to designate when specified representatives are entering
downtime form information into System. StarTek shall provide a downtime
productivity report to T-Mobile displaying time in code, number of
downtime forms processed and occupancy rate. T-Mobile agrees to pay
StarTek the [**] (contingent upon meeting [**] per rep to be agreed upon
by both parties) for entering downtime information as stated in the
Pricing Schedule set forth in Section 24 of this Statement of Work.
12. OVERTIME.
If the daily work volume will exceed the Final Forecast by more than [**],
StarTek will so notify T-Mobile and will recruit trained agents to work
overtime to support the work handling. If the Final Forecast is within
[**], StarTek must recruit agents to work overtime to cover the shortage
and StarTek shall be responsible for any overtime expenses. Any additional
staffing required for call volume over [**] of Final Forecast must be
approved by T-Mobile in advance. T-Mobile will pay the overtime rate for
all approved overtime.
The recruiting process for overtime shall be deployed as soon as the
circumstance affecting the call volume variance is identified. If StarTek
identifies the item at least [**] before the occurrence, StarTek shall use
its commercially reasonable efforts to minimize the financial impact by
changing schedules to support the staffing required. StarTek shall also
recruit agents to work overtime on a [**] basis when the [**] call volume
dictates additional staffing needs to maintain service goals.
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Except as provided above in Section 12.2, StarTek shall obtain written
authorization from T-Mobile for any overtime that may be required or
incurred for the performance of the Programs.
A reasonable estimate for the amount of overtime necessary to meet the
Service Level will be provided to T-Mobile for written approval. Overtime
need should be driven by call/work [**] of the forecast. Overtime
resulting from staffing [**].
13. SIGNIFICANT CHANGES. When significant changes occur to the processes
utilized to provide services, T-Mobile has the right to request
information related to compliance and execution of such changes.
14. KPIS. The KPIs for services performed here under shall be as follows:
Data Accuracy Goal: [**]
B2B and B2C Turnaround Time:
14..1. [**]
14..2. [**]
15. REPORTS StarTek shall provide T-Mobile with [**] statistics that outline
the number of FTP (define) Activation Orders activated and Inbound
transfers handled on a [**] basis for the previous [**] by [**]. StarTek
shall provide each of T-Mobile's [**] Vendors with an [**] outlining, at a
minimum, [**] If a T-Mobile [**] Vendor requires significant material
format changes to T-Mobile standard reports, T-Mobile will be required to
compensate StarTek for the development costs, based upon the rate outlined
in the Pricing Schedule set forth in Section 25 of this Statement of Work
and will be [**] prior to invoicing. StarTek shall provide T-Mobile with a
method of tracking work requests received via any inbound channel for the
purpose of record keeping and escalation investigation. All records will
be kept in an accessible database for the period of [**] year before
archiving electronically.
16. MONITORING. T-Mobile shall have the right, to the extent permitted by law
and at no additional expense, to monitor at any time (either on-site or
remotely) customer contact calls and/or specific agents to ensure
compliance with performance, operational and quality control standards.
[**] must provide [**] with a remote monitoring solution. There are two
quality monitoring options required: a [**] and a [**]. [**] will manage
the [**] calls within [**] of being [**]. [**] requires a minimum of [**]
calls per agent per month [**]. [**] must have the ability to monitor
random calls as they come into the queue, or by locating specific agents
[**].
A. HOLIDAYS. StarTek shall observe the following holiday schedule [**].
T-Mobile shall compensate StarTek for holiday rates as identified in the
Pricing Schedule set forth hereunder when applicable to the location where
work is performed. Holiday rates apply to the actual holiday only.
[**] US HOLIDAYS
[**] New Year's Day (Jan 1)
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[**] Memorial Day (last Monday in May)
[**] Fourth of July (July 4)
[**] Labor Day (first Monday in September)
[**] Thanksgiving Day (4th Thursday in November)
[**] Christmas (December 25)
17. SYSTEM DOWNTIME; FORCE MAJEURE.
In the event StarTek determines that system maintenance is necessary,
StarTek will notify T-Mobile of the need for such maintenance five [**]
prior to the maintenance, and will obtain the prior written approval of
T-Mobile to schedule the time and duration of such maintenance. All
routine maintenance shall be scheduled during off-peak system hours. In no
event shall interruption of Services for prior disclosed and approved
system maintenance constitute a failure of performance by StarTek if
performed in accordance with this Section 17. StarTek shall promptly
report to T-Mobile any StarTek system failures, including information on
the duration and impact.
Except for T-Mobile's obligation to make payments for services actually
performed, each Party's failure to perform shall be excused where such
failure is a result of causes beyond its reasonable control. Such causes
shall include without limitation acts of God, strikes, lockouts, riots,
acts of war, epidemics, governmental regulations imposed after the fact,
fire, communication line failures of third parties, vandalism, power
failures by third parties, cables cut by third parties, earthquakes,
floods or other similar catastrophes, terrorist activities, failure of the
T-Mobile system or the Internet not related to StarTek's actions or
inactions, any law, order, regulation, direction, action or request of any
governmental entity or court or civil or military authority having
jurisdiction over either of the parties, national emergencies,
insurrections, riots, wars, strikes, lock outs, or work stoppages. In the
event of failures to perform for [**] or more as a result of a force
majeure, either Party may terminate the Agreement by giving written notice
to the other Party. Any such notice of termination shall be effective upon
receipt.
Notwithstanding the foregoing or anything in the Agreement to the
contrary, StarTek shall take commercially reasonable steps to ensure that
the Services shall continue without interruption due to a StarTek systems
failure during the term of the Agreement by implementing [**] reasonably
necessary to provide the Services with an up-time of [**] (not including
scheduled maintenance), which shall include [**] and the like. The
components and execution of this plan must be reviewed, updated, and
tested semi-annually and results reported to T-Mobile.
18. ALLOCATION OF RESOURCES. T-Mobile acknowledges that upon the occurrence of
a force majeure event or in instances of unusually high demand, demands on
StarTek's facilities may exceed such facilities available capacity. In any
such instance, StarTek shall, upon written notice to T-Mobile, be entitled
to equitably prioritize Services and otherwise curtail utilization of its
facilities in a manner so that any degradation to the Services provided to
T-Mobile is (unless agreed
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otherwise by T-Mobile in writing) no greater than the level of degradation
experienced by StarTek's other customers. Upon the request of T-Mobile,
StarTek shall provide T-Mobile with reasonable evidence of its compliance
with the foregoing.
19. RECRUITING REQUIREMENTS. StarTek recruiting efforts shall meet the
following requirements in the selection process of all personnel hired to
perform the T-Mobile services as described in this Statement of Work.
T-Mobile reserves the right to audit the selection process.
A mutually approved customer service assessment
A behavioral interview
Background checks, which shall include criminal records, are required and
shall be completed before employment. Costs incurred for background checks
associated with such criminal records [**]
20. STAFFING REQUIREMENTS. StarTek agrees to maintain the following staffing
ratios: [**] StarTek agrees that all managers shall be full-time StarTek
employees. Subject to Section 21.1, StarTek will ensure that each person
assigned to a function has the necessary functional and T-Mobile-related
training to successfully perform the function. StarTek must provide
specific agent information up to what the law allows. Information required
includes agent name, T-Mobile agent IDs, start date on T-Mobile line of
business, assessment scores, termination date from T-Mobile line of
business, quality average.
21. All support functions such as StarTek quality, instructional analysts, and
trainers must be housed within the site where the work is being performed
unless otherwise agreed to in writing by T-Mobile.
In addition, before a function is performed by an individual assigned to
that function, StarTek shall verify that the necessary skills have been
attained through the use of certification of skills program. If T-Mobile
reasonably requests StarTek to remove any personnel performing Services
pursuant to this Agreement, StarTek shall promptly comply with such
request, within [**]. In support of this process, StarTek will do the
following:
21..0.Xxxx leaders/supervisors shall perform productive work for at least
[**] to maintain their skills. The remainder of their time shall be
used to support agent development, and to otherwise assist StarTek
employees to perform the Services.
21..2. Quality Assurance specialists shall perform productive work for at
least [**] to maintain their skills.
21..3. Managers, lead representatives, team leaders/supervisors and
trainers must be full-time employees of StarTek and must have
completed T-Mobile National Standard Curriculum Training.
21..4. Supervisors will audit a mutually agreeable amount of agent work
per week for accuracy.
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22. FRAUD. StarTek shall implement and enforce T-Mobile policies and
procedures as well as StarTek's own procedures to detect and prevent
handset or credit card theft or other fraudulent activity by an employee
or agent of StarTek StarTek shall cooperate with any T-Mobile
investigation into handset or credit care theft or other fraudulent
activity by an employee or agent of StarTek. If an employee or agent of
StarTek is suspected of committing handset or credit card theft or other
fraudulent activity against T-Mobile, StarTek will promptly notify
T-Mobile of the suspected fraudulent activity and will provide T-Mobile
with information necessary to conduct an investigation, including but not
limited to the employee name, address, contact information, social
security number, emergency contact address and phone numbers, and any
other information that will assist in investigation of the suspected
fraudulent activity. This information will be provided to T-Mobile within
48 hours of the request from T-Mobile.
StarTek will assume all responsibility for handset theft, credit card theft or
other fraudulent activity by an employee or agent of StarTek or their failure
to follow T-Mobile policies and procedures. [**] to the following address:
T-Mobile USA, Inc.
Attn: Xxxxx Xxxxx, Xx. Manager of Investigations
000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
[**] shall be made to T-Mobile within [**] of the date StarTek receives an
[**].
T-Mobile reserves the right to prosecute any employee or agent of StarTek who
committed fraud against T-Mobile or a customer of T-Mobile.
23. BILLABLE HOURS: For purposes of this Agreement, "Billable Hours" is
defined as:
Hours [**]to [**], which [**]
[**] hours shall not exceed the [**] unless increased workload is [**] and
is [**] in writing.
24. SERVICE LEVELS /BREACH OF SERVICE LEVELS. StarTek shall meet or exceed the
Key Performance Indicator Service Levels as provided in Section 14.
In the event that StarTek negatively performs any of the Key Performance
Indicators for a consecutive period of [**], StarTek shall be in breach of
this Agreement. StarTek shall prepare a plan to cure the breach and shall
have [**] from the date of the first date of failure in which to cure the
breach. In the event that StarTek fails to cure the breach within the [**]
period from the date of the first date of failure, T-Mobile may terminate
the Agreement for StarTek's breach.
25. PRICING SCHEDULE. T-Mobile shall pay StarTek for Services as provided in
the following schedule:
PRODUCTION PRICING.
25..1. Standard Rate: [**]
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25..2. Holiday Rate: [**]
25..3. Overtime Rate: [**]
AGENT TRAINING.
25..1. [**]
25..2. [**]
25..3. [**]
25..4. [**]
25..5. [**]
25..6. [**]
25..7. [**]
25..8. [**]
25..9. [**]
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EXHIBIT A-3
STATEMENT OF WORK - [**]
This Statement of Work, Exhibit A-5 is incorporated into that certain T-Mobile
USA Service Partner Services Agreement ("Agreement") dated August 1, 2005 by and
between T-Mobile USA, Inc. ("T-Mobile") and StarTek USA, Inc. ("StarTek"). The
Statement of Work shall be effective as of August 1, 2005 and the defined terms
used in this Statement of Work shall have the meanings provided in the Agreement
unless expressly defined herein
1. GENERAL. StarTek will handle inbound [**] calls for T-Mobile. StarTek will
maintain a dedicated program (i.e., StarTek's dedicated representatives
shall handle only T-Mobile calls, StarTek's team supervisors shall support
only T-Mobile dedicated representatives and StarTek's team managers will
support only T-Mobile dedicated team supervisors.) to perform the
Services.
2. HOURS OF OPERATION. Except as otherwise set forth herein, the hours of
operation [**]. Any change to the hours of operation on a T-Mobile line of
business at any site by StarTek requires written request and approval by a
T-Mobile Vice President of the change. Any change to the hours of
operation on a T-Mobile line of business at any site by T-Mobile requires
written notification to StarTek. Any closure of a site or 100%
reallocation of headcount to another site in which a T-Mobile line of
business resides requires written notice to T-Mobile of [**] in advance of
the closure or reallocation. Any reallocation of headcount (not due to
forecast change) to another site [**] of the total [**] headcount requires
written advanced notice to T-Mobile [**] StarTek will provide a
comprehensive written plan as to how StarTek will maintain services of
line of business to mitigate impact and prevent tangible and intangible
cost to T-Mobile
3. CALL VOLUME AND FORECASTING.
3.1. For the purposes of meeting the forecast, StarTek will utilize full
time equivalents ("FTEs") in accordance with this Statement of Work.
An FTE is defined as [**] Customer Facing Employee [**]. An FTE is
not equivalent to a headcount.
3.2. FTEs will be classified into the following categories:
3.2.1. Production FTE, which includes FTEs who are agents productive
to the line of business
3.2.2. Training FTE, which includes FTEs who are currently in
training and not productive to the line of business
3.2.3. Get More Academy ("GMA") FTE, which includes FTEs who are
productive to the line of business at least part of their day,
but are still in training
3.2.4. Leave of Absence ("LOA") FTE, which includes all FTEs who
cannot be classified into Production, Training, or GMA.
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3.3. T-Mobile will regularly prepare and deliver to StarTek the following
forecasts for the services to support the proper planning of the
infrastructure required to support the programs:
3.3.1. T-Mobile shall deliver a [**] rolling informational forecast
to StarTek on or before the 15th day of each month (the
"[**]"), which shall contain forecasted [**] call volumes.
3.3.2. T-Mobile shall deliver a final forecast to StarTek no less
than 45 days before the 1st day of each [**] for which the
forecast is made, which shall contain a daily call volume and
Average Handle Time ("AHT") forecast by [**] interval (the
"Final Forecast"). The Final Forecast will contain an updated
[**] call volume and AHT forecasts, which will vary no more
than [**] in call volume each day from the [**]. If the Final
Forecast is not delivered in a timely fashion with respect to
a particular month, the appropriate [**] rolling informational
forecast shall be the Final Forecast for such [**].
3.3.3. For informational purposes only, T-Mobile shall deliver a
[**] forecast.
3.4. StarTek will use [**] call volume forecasts provided by T-Mobile as
the Final Forecast in accordance with this Agreement. This process
is known as Interval Forecasting. StarTek will schedule the
appropriate number of FTEs in [**] intervals to meet service levels
outlined in the T-Mobile Final Forecast. This process is known as
Interval Scheduling. StarTek will provide Interval Scheduling plans
to T-Mobile as a [**] look ahead after receiving a Final Forecast
from T-Mobile. These Interval Scheduling plans will illustrate how
StarTek plans to meet the Key Performance Indicator (KPI) Service
Level. The documented plans will include the number of required FTEs
to meet the KPI Service Level, the number of scheduled agents, and
the [**] Service Level Objectives.
3.5. StarTek will provide to T-Mobile USA all assumptions used to
translate forecasts into scheduled FTEs.
3.6. T-Mobile and StarTek will cooperatively manage [**] schedule
adjustments to manage actual call volumes.
3.7. T-Mobile and StarTek will mutually agree upon and participate in the
preparation of other call volume forecasts, as reasonably required
for the successful performance of the Programs. These may include,
without limitation, [**]. As part of the support structure, StarTek
will provide a National Resource Planning Analyst who will, among
other things, assist T-Mobile in the development of call volume
forecasts.
3.8. StarTek will recruit, train, and staff to a minimum of [**] of the
forecasted FTE and be able to handle [**] of the forecasted call
volume. If the Final Forecast for a particular [**] is [**] or more
of the Final Forecast for the proceeding [**], StarTek may add
additional staff to service such increase with the prior consent of
T-Mobile, which consent shall not be unreasonably withheld.
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3.9. If the Production FTE count falls [**] below the forecasted FTE,
StarTek will recruit and hire agents to back-fill the attrition as
long as T-Mobile is delivering a minimum of [**] of forecasted
volume. The recruited agents must start training within [**] days of
exceeding threshold. [**]
3.10. If the FTE requirement drops [**], T-Mobile will work with StarTek
in good faith to back-fill with additional business [**] as StarTek,
Inc. ramps down to the required FTEs. T-Mobile and StarTek will
mutually agree in writing on the number of FTEs that will be
included in the ramp down.
3.11. The forecasts referred to above shall in no way represent a
commitment from T-Mobile to provide volumes to StarTek, except for
purposes of amounts payable by T-Mobile to StarTek as provided in
this Section 3.12.
3.12. Amounts payable to StarTek hereunder and the KPI calculation shall
be based upon the following:
3.12.1. When the [**] exceeds [**] of Final Forecast then StarTek
shall be paid for the [**]
3.12.2. When the [**] is less than [**] of the Final Forecasted call
volume, and StarTek is staffed at no less than [**] of the
required Final Forecasted FTE, then StarTek shall be paid
according to the following formula: [**].
4. AVERAGE HANDLE TIME. Average Handle Time ("AHT") is defined as the sum of
average talk time; hold time while on a call, and after call work. StarTek
agrees that the AHT objectives shall be [**] for English Activations. The
AHT objective shall be less than or equal to a [**]. The AHT objectives
may be changed upon mutual agreement of StarTek and T-Mobile USA based on
rolling [**] trending results.
5. RAMP. Ramp is defined as any required FTE increase necessary to
accommodate call volume growth of greater than [**] of the volume in the
peak [**] of the prior [**].
6. RAMP PLANS. For the purposes of this document a Ramp Plan is defined as a
T-Mobile approved plan to add substantial FTEs to a current line of
business or a change to the current line of business with substantial
additions to current StarTek FTEs that support T-Mobile services. StarTek
must submit written Ramp Plans to T-Mobile for written approval by a
T-Mobile operations manager or above.
6.1. In the event of a new ramp plan or a change to the [**] line of
business supported by StarTek, the AHT monthly objectives will be
adjusted depending upon the percentage of net growth in training FTE
graduates to the maximum headcount during the growth period. The
embedded MS Excel worksheet is an example of the adjustments and
will be subject to the AHT objectives agreed to as set forth in
Section 4 A printed example is shown in Exhibit C.
7. TRAINING.
7.1. Agents will be trained on the standard T-Mobile standard New Hire
Training Curriculum. Training for the program shall be conducted in
accordance with the T-Mobile New Hire Training Curriculum. Upon [**]
written notice to StarTek,
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T-Mobile may change the T-Mobile New Hire Training Curriculum and
the hours required for delivery. Prior to completion of training,
T-Mobile will deliver all applicable application IDs. Sharing of
application IDs is prohibited under T-Mobile policy. StarTek will
establish procedures to prevent sharing of application IDs. Any
agent who violates this policy will be promptly removed from the
T-Mobile account.
7.2. Any new hire training conducted for net growth must be approved in
writing by a T-Mobile training manager or above. Written approval
must be attached to the invoice in order to substantiate billable
new hire training. T-Mobile will be kept informed of all attrition
during the training period.
7.3. The ratio of trainers to trainees is not to exceed a classroom level
of [**] The two trainers can include a fully certified trainer with
the support of a supervisor who has been through a certified
training program.
7.4. All costs and expenses for training and training materials for new
agents and any initial and program extension training, or changes or
modifications to the program or continuation training that exceeds
[**] shall be borne by [**]. Online options must be used by StarTek
in lieu of printed materials wherever reasonably available. All
written materials must be reused by StarTek where reasonable. [**]
will not reimburse for training or training materials utilized for
attrition-related training. [**] shall not compensate [**] for any
agent who does not complete the training and graduate from [**].
Documented training trackers must accompany all invoices for
approval of billed charges. Documentation must contain as much
information as allowed by law. Information required but not limited
to: Agent name, agent training start date, attendance record, and
assessment and quality scores. All Continuing Education classes are
to be tracked via auxiliary (AUX) or automatic call distributor
(ACD) code and submitted monthly with reporting displaying agent's
name, the exact amount of time spent in each training course, the
name of each training course, and the total time in the month spent
in Continuing Education training. It is StarTek's responsibility to
deliver all appropriate training within the scheduled time frame,
subject to service level considerations.
7.5. StarTek will schedule StreamLine read time not to exceed the amount
of six (6) minutes per day, no more than thirty (30) minutes per
agent. Streamline read time must be measured via ACD or AUX code, or
skill set, and reported monthly. Streamline read time will be billed
at the hourly continuing education training rate and is subject to
the [**] StarTek is responsible for as referenced in Section 7.4.
7.6. StarTek must not graduate any new hire agent from training/GMA to
production if the agent has missed more than 8 hours in the training
classroom16 hours in GMA. The agent must return to the classroom or
GMA as applicable to make up missed time before graduating to
production. T-Mobile must receive written documentation of the
missed time and proof that the time has been made up before being
considered ready for production. New agents must also pass
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training assessments at 85% or better and score 2.6 or higher in
quality during GMA to graduate from training to production.
7.7. [**] requests for removal of personnel including, but not limited
to, new trainers and any associated materials, [**].
7.8. If StarTek is not meeting the quality standards set forth in Section
14.3 below and it is determined by T-Mobile that additional "skill
set" training is required for StarTek representatives, [**] will
bear the cost of the additional training.
7.9. T-Mobile curriculum is to be facilitated by Certified Facilitators.
T-Mobile Certification to be provided by StarTek. If StarTek does
not have a certification course they will be required to use the
T-Mobile certification course. Facilitators are required to be
certified by either T-Mobile Learning and Development specialist or
their own Certified Training Manager. Uncertified
Supervisors/Operations Managers/Coaches or Team Leads cannot conduct
new Hire training.
7.10. StarTek will abide by the documented training guidelines. Any
changes to the documented training guidelines by T-Mobile must be
provided to StarTek no less than [**] prior to implementation. Any
changes materially impacting StarTek's cost must be agreed to by
both parties.
8. ESCALATION PROCEDURES. StarTek shall utilize T-Mobile-provided escalation
processes, to handle calls beyond the agent's scope of training or for
management support of a customer issue. This process will ensure that each
call that cannot be handled by the agent is then handled by the lead
representative up through the manager before being transferred to T-Mobile
for resolution. If a customer requires management support, the agent shall
transfer the call to a manager. T-Mobile shall update all on-line job
aides that define the escalation procedures for the program when any
changes are made.
9. [**]
9.1. [**]
10. CUSTOMER CARE SYSTEMS. StarTek shall be responsible for costs associated
with workstations and local area network (LAN) infrastructure equipped to
run the most recent version of the [**] deployed at the time of the
implementation of this Agreement. StarTek is hereby granted a license for
the term of this Agreement to use the [**] for the sole purposes of
performing its obligations under this Agreement. StarTek shall also
provide the building and telecommunications switch for the Interactive
Voice Response (IVR) system, remote monitoring application and associated
toll free number, Universal Power Supply (UPS), desktop computers, office
supplies, and dedicated workspaces in each call center. [**] shall be
responsible for costs associated with wide area network (WAN)
infrastructure (including, but not limited to, the WAN data connectivity
infrastructure, application/database servers, routers, and related
peripherals. [**] shall also be responsible for software required to
support the [**]. T-Mobile will be responsible for the [**], Knowledge
Database, and Call Tracking systems required to support the Services
performed under this Agreement.
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11. SYSTEMS USE AND DOWNTIME. Information given to callers or collected by
agents will be directly taken from and/or input into T-Mobile's systems.
In the event that T-Mobile's systems go down, StarTek shall capture call
information in Remedy, or on the downtime forms provided by T-Mobile.
StarTek will be instructed on procedure in each scenario as applicable by
T-Mobile. If paper forms are utilized, StarTek agrees that it shall then
input information from these downtime forms once the system is restored.
Turnaround commitment to enter downtime forms into T-Mobile's systems will
be [**] from the time when T-Mobile's systems are restored. If call volume
does not allow for [**] hour turnaround due to call volume meeting at
least [**] of the forecasted volume, another [**] input period shall be
granted. Downtime forms will be destroyed (shredded or burned) or sent to
T-Mobile, as directed by T-Mobile, every [**]. StarTek will assign a
special ACD tracking code to designate when specified representatives are
entering downtime form information into T-Mobile systems. StarTek shall
provide a downtime productivity report to T-Mobile displaying time in
code, number of downtime forms processed and occupancy rate. T-Mobile
agrees to pay StarTek the [**] (contingent upon meeting [**] per rep to be
agreed upon by both parties) for entering downtime information as stated
in the Pricing Schedule set forth in Section 24 of this Statement of Work.
12. OVERTIME.
12.1. If the call volume exceeds the Final Forecast by more than [**],
StarTek will so notify T-Mobile and will recruit trained agents to
work overtime to support the call handling. Any overtime in excess
of [**] of forecasted volume must be authorized by T-Mobile
operations manager or above. For T-Mobile authorized overtime
T-Mobile will pay the overtime rate set forth in Section 25 for all
volume handled in excess of [**] of the Final Forecast. The billable
overtime minutes will be calculated as set forth in Section 12.4.
12.2. The recruiting process for overtime shall be deployed as soon as the
circumstance affecting the call volume variance is identified. If
StarTek identifies the item at least [**] before the occurrence,
StarTek shall use its commercially reasonable efforts to minimize
the financial impact by changing schedules to support the staffing
required. StarTek shall also recruit agents to work overtime on a
[**] basis when the [**] call volume dictates additional staffing
needs to maintain service goals.
12.3. Except as provided above in Section 12.2, StarTek shall obtain
written authorization from T-Mobile for any overtime that may be
required or incurred for the performance of the Programs.
12.4. T-Mobile authorized overtime as defined in section 12.1 will be
calculated for purposed of invoice payment by multiplying the
handled call volume in excess of [**] of Final Forecast by the [**],
and dividing through by 60 to get minutes.
13. SIGNIFICANT CHANGES. When significant changes occur to the processes
utilized to provide services, T-Mobile has the right to request
information related to compliance and execution of such changes.
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14. KPI'S. The KPI's for Services performed hereunder shall be effective for
purposes of bonus/penalty adjustments to the invoice, as set forth in
Exhibit B.
14.1. Service Level. Inbound [**] customer service calls: [**]
14.2. Call Volume. [**]
14.3. Call Quality. According to the results from the call quality
observation process, as described below, with a minimum score of
[**].
14.3.1. For the purposes of ensuring Call Quality, StarTek and
T-Mobile shall measure the agents' call quality using the
following types of observations:
14.3.1.1. T-Mobile observation
14.3.1.2. StarTek operations observation (4 per agent/month);
14.3.1.3. StarTek quality observation (4 per agent/month)
14.3.2. KPI performance is based upon T-Mobile scores only, whereas
the function of the StarTek operations and quality
observations is to provide immediate and monthly feedback to
agents and StarTek management.
14.3.3. For the purposes of billing, the scores for all of these
observations will be [**] The StarTek operations and StarTek
quality observations must each be [**] If either the StarTek
operations or the StarTek quality observation is not [**]
T-Mobile may provide written approval of exception to this
section 14.3.3 given the number of outsourced issue tickets on
T-Mobile observations.
14.3.4. Calibration. StarTek operations managers shall attend the
monthly T-Mobile calibration sessions for the line of
business.
14.3.5. The call quality observation form to be used in this process
shall be provided by T-Mobile. Results shall be used to
provide both immediate and monthly feedback to agents and
StarTek management. StarTek will make best effort to provide
each agent with feedback/coaching within 24 hours of being
monitored by T-Mobile, StarTek quality team or StarTek
operations. StarTek shall keep written documentation of each
agent session, signed by the agent, and available for review
by T-Mobile upon request. The call quality scoring criteria
used by StarTek will match that used by T-Mobile. StarTek must
achieve a minimum voice quality score of 3.0. Call monitoring
feedback sessions will be held between the agent and the
agent's direct supervisor. Any monitored calls using profanity
or customer abuse as determined by T-Mobile will result in
immediate, unchallenged agent termination from the T-Mobile
program.
14.4.
15. REPORTS. StarTek shall provide T-Mobile with standard call count reports
and performance reports on a [**] basis ([**]) by [**] for the previous
[**] by [**] for the previous [**], and [**] by [**] for the previous
[**]. The reports shall be in the format and contain the information
mutually agreed upon between StarTek and T-Mobile. StarTek shall provide
report cards reflecting measurements of the KPIs and
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all of the above metrics within [**] of each [**]. All reporting fed by
data from the switch is considered standard and is not subject to
non-standard report development costs. Hourly lines of business must have
agent detail payroll reports to substantiate that billable hours do not
exceed actual hours worked. T-Mobile and StarTek shall mutually agree upon
any other reports and the cost associated with the development of those
reports. T-Mobile agrees to follow the change management process defined
by StarTek and agreed to by T-Mobile when requesting changes to reports or
additional information. If T-Mobile requires material format changes to
T-Mobile standard reports, T-Mobile will be required to compensate StarTek
for the development costs, based upon the rate outlined in the Pricing
Schedule set forth in Section 25 of this Statement of Work and will be
[**] prior to invoicing.
16. MONITORING. T-Mobile shall have the right, to the extent permitted by law
and at no additional expense, to monitor at any time (either on-site or
remotely) customer contact calls and/or specific agents to ensure
compliance with performance, operational and quality control standards.
[**] must provide [**] with a remote monitoring solution. There are two
quality monitoring options required: a [**] and a [**]. [**] would manage
the [**] calls within [**] of being [**]. [**] requires a minimum of [**]
per agent per month [**]. [**] must have the ability to monitor random
calls as they come into the queue, or by locating specific agents [**].
A. HOLIDAYS. StarTek shall observe the following holiday schedule [**].
T-Mobile shall compensate StarTek for holiday rates as identified in
the Pricing Schedule set forth hereunder when applicable to the
location where work is performed. Holiday rates apply to the actual
holiday only.
[**] US HOLIDAYS
[**] New Year's Day (Jan 1)
[**] Memorial Day (last Monday in May)
[**] Fourth of July (July 4)
[**] Labor Day (first Monday in September)
[**] Thanksgiving Day (4th Thursday in November)
[**] Christmas (December 25)
17. SYSTEM DOWNTIME; FORCE MAJEURE.
00.0.Xx the event StarTek determines that system maintenance is necessary,
StarTek will notify T-Mobile of the need for such maintenance [**]
prior to the maintenance, and will obtain the prior written approval
of T-Mobile to schedule the time and duration of such maintenance.
All routine maintenance shall be scheduled during off-peak system
hours. In no event shall disclosed and approved interruption of
Services for system maintenance constitute a failure of performance
by StarTek if performed in accordance with this Section 17. StarTek
shall promptly report to T-Mobile any StarTek system failures,
including the duration and impact.
17.2. Except for T-Mobile's obligation to make payments for services
actually performed, each Party's failure to perform shall be excused
where such failure is
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a result of causes beyond its reasonable control. Such causes shall
include without limitation acts of God, strikes, lockouts, riots,
acts of war, epidemics, governmental regulations imposed after the
fact, fire, communication line failures of third parties, vandalism,
power failures by third parties, cables cut by third parties,
earthquakes, floods or other similar catastrophes, terrorist
activities, failure of the T-Mobile system or the Internet not
related to StarTek's actions or inactions, any law, order,
regulation, direction, action or request of any governmental entity
or court or civil or military authority having jurisdiction over
either of the parties, national emergencies, insurrections, riots,
wars, strikes, lock outs, or work stoppages. In the event of
failures to perform for [**] or more as a result of a force majeure,
either Party may terminate the Agreement by giving written notice to
the other Party. Any such notice of termination shall be effective
upon receipt.
17.3.Notwithstanding the foregoing or anything in the Agreement to the
contrary, StarTek shall take commercially reasonable steps to ensure
that the Services shall continue without interruption due to StarTek
systems failure during the term of the Agreement by implementing
[**] reasonably necessary to provide the Services with an up-time of
[**] (not including scheduled maintenance), which shall include [**]
and the like. The components and execution of this plan must be
reviewed, updated, and tested semi annually and results reported to
T-Mobile.
17.4. Where downtime is a result of [**]
17.5. Where downtime is a result of [**]
18. ALLOCATION OF RESOURCES. T-Mobile acknowledges that upon the occurrence of
a force majeure event or in instances of unusually high demand, demands on
StarTek's facilities may exceed such facilities available capacity. In any
such instance, StarTek shall, upon written notice to T-Mobile, be entitled
to equitably prioritize Services and otherwise curtail utilization of its
facilities in a manner so that any degradation to the Services provided to
T-Mobile is (unless agreed otherwise by T-Mobile in writing) no greater
than the level of degradation experienced by StarTek's other customers.
Upon the request of T-Mobile, StarTek shall provide T-Mobile with
reasonable evidence of its compliance with the foregoing.
19. RECRUITING REQUIREMENTS. StarTek recruiting efforts shall meet the
following requirements in the selection process of all personnel hired to
perform the T-Mobile USA services as describe in this SOW. T-Mobile
reserves the right to audit the selection process.
19.1. A mutually approved customer service assessment
19.2. A behavioral interview
19.3.Background checks, which shall include criminal records, are required
and shall be completed before employment. Costs incurred for
background checks associated with such criminal records [**].
20. STAFFING REQUIREMENTS. StarTek agrees to maintain the following staffing
ratios: [**] StarTek agrees that all managers shall be full-time StarTek
employees. Subject
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to Section 21.1, StarTek will ensure that each person assigned to a
function has the necessary functional and T-Mobile-related training to
successfully perform the function. StarTek must provide specific agent
information up to what the law allows. Information required includes agent
name, agent ID, start date on T-Mobile line of business, assessment
scores, termination date from T-Mobile line of business, quality average.
21. All support functions such as StarTek quality, instructional analysts, and
trainers must be housed within the site where the work for this line of
service is being performed unless otherwise agreed to in writing by
T-Mobile.
00.0.Xx addition, before a function is performed by an individual assigned
to that function, StarTek shall verify that the necessary skills
have been attained through the use of certification of skills
program. If T-Mobile reasonably requests StarTek to remove any
personnel performing Services pursuant to this Agreement, StarTek
shall promptly comply with such request, within [**]. In support of
this process, StarTek will do the following:
21.1.1. Team leaders/supervisors shall go on-line to support customer
calls each week for at least [**] per day (approximately [**]) to
maintain their skills. The remainder of their time shall be used to
support agent development, and to otherwise assist StarTek employees
to perform the Services.
21.1.2. Quality Assurance specialists shall go on-line to support customer
calls each month for at least 10 calls per [**] (approximately [**])
to maintain their skills.
21.1.3. Managers, lead representatives, team leaders/supervisors and
trainers must be full-time employees of StarTek and must have
completed T-Mobile National Standard Curriculum Training.
21.1.4. Supervisors will monitor a minimum of two (2) calls per agent per
week.
22. FRAUD. StarTek shall implement and enforce T-Mobile policies and
procedures as well as StarTek's own procedures to detect and prevent
handset or credit card theft or other fraudulent activity by an employee
or agent of StarTek. StarTek shall cooperate with any T-Mobile
investigation into handset or credit card theft or other fraudulent
activity by an employee or agent of StarTek. If an employee or agent of
StarTek is suspected of committing handset or credit card theft or other
fraudulent activity against T-Mobile, StarTek will promptly notify
T-Mobile of the suspected fraudulent activity and will provide T-Mobile
with information necessary to conduct an investigation, including but not
limited to the employee name, address, contact information, social
security number, emergency contact address and phone numbers, and any
other information that will assist in investigation of the suspected
fraudulent activity. This information will be provided to T-Mobile within
48 hours of the request from T-Mobile.
StarTek will assume all responsibility for handset theft, credit card
theft or other fraudulent activity by an employee or agent of StarTek or
their failure to follow T-Mobile policies and procedures. [**] to the
following address:
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T-Mobile USA, Inc.
Attn: Xxxxx Xxxxx, Xx. Manager of Investigations
000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
[**] shall be made to T-Mobile within [**] of the date the outsourced
vendor receives an [**].
T-Mobile reserves the right to prosecute any employee or agent of StarTek
that committed fraud against T-Mobile or a customer of T-Mobile.
23. BILLABLE MINUTES: For purposes of this Agreement, "Billable Minutes " is
defined as:
23.1. [**] multiplied by the [**] when [**] forecast is delivered to
StarTek.
23.2. In the event where less than [**] is delivered to StarTek, amounts
payable to StarTek shall be based upon the [**].
23.3. During system downtime as a result of [**], amounts payable [**].
Where actual AHT is unavailable [**], the lesser of [**] will be
substituted.
23.4. StarTek shall be paid [**] rate as listed in Section 25 for the
actual minutes of processing downtime forms as detailed in the
required ACD productivity reports displaying time in code and number
of forms processed. .
23.5. During system downtime as a result of a StarTek failure outside the
definitions provided for in Section17.2, and StarTek is unable to
accept the call volume T-Mobile is otherwise prepared to provide it,
for the purposes of determining KPI penalties, StarTek will use the
forecasted volume to determine service levels for those downtime
intervals.
23.6. Overtime will be calculated by interval using the following formula:
interval handled call volume in excess of [**] multiplied by the
lesser of [**] of the KPI AHT and interval AHT, and divided through
by 60 to obtain the number of minutes. These are the billable OT
minutes where T-Mobile USA has solicited and provided written
approval of overtime.
24. SERVICE LEVELS /BREACH OF SERVICE LEVELS. StarTek shall meet or exceed the
Key Performance Indicator Service Levels as provided in Performance
Pricing Matrix in Exhibit B. Performance outside of the neutral zone of
the specified Key Performance Indicators will result in
increases/deductions to the overall price per minute as provided in
Exhibit B.
24.1. In the event that StarTek negatively performs any of the Key
Performance Indicators, in performance subject to deductions in
payment/pricing (not neutral or bonus-able performance) as specified
in Performance Price Matrix in Exhibit B, for a consecutive period
of [**], StarTek shall be in breach of this Agreement. StarTek shall
prepare a plan to cure the breach and shall have [**] from the date
of the first date of failure in which to cure the breach. In the
event that StarTek fails to cure the breach within the [**] period
from the date of the first date of failure, T-Mobile may terminate
the Agreement for StarTek's breach.
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25. PRICING SCHEDULE. T-Mobile shall pay StarTek for Services as provided in
the following schedule.
25.1. INTERIM PRICING. Interim prices apply until such time StarTek meets
service level for [**] from effective date of this agreement;
however no later than [**].
25.1.1. Standard Rate: [**]
25.1.2. Holiday Rate: [**]
25.1.3. Overtime Rate: [**]
25.1.4. Standard Spanish Rate: [**]
25.1.5. Holiday Spanish Rate: [**]
25.1.6. Overtime Spanish Rate: [**]
25.2. PREMIUM PRICING. Premium Pricing shall apply after StarTek performs
as stated in Section 25.1 for [**]; however no later than [**].
25.2.1. Standard Rate: [**]
25.2.2. Holiday Rate: [**]
25.2.3. Overtime Rate: [**]
25.2.4. Standard Spanish Rate: [**]
25.2.5. Holiday Spanish Rate: [**]
25.2.6. Overtime Spanish Rate: [**]
25.3. [**].
25.3.1. [**]
25.3.2. [**]
25.3.3. [**]
25.3.4. [**]
25.3.5. [**]
25.3.6. [**]
25.3.7. [**]
25.3.8. [**]
25.3.9. [**]
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EXHIBIT B
* -- ALL FIGURES ON EXHIBIT B HAVE BEEN REDACTED
[**]
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EXHIBIT C
* -- ALL FIGURES ON EXHIBIT C HAVE BEEN REDACTED
[**]
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EXHIBIT A-4
STATEMENT OF WORK - [**]
This Statement of Work, Exhibit A-6 is incorporated into that certain T-Mobile
USA Service Partner Services Agreement ("Agreement") dated August 1, 2005 by and
between T-Mobile USA, Inc. ("T-Mobile") and StarTek USA, Inc. ("StarTek"). The
Statement of Work shall be effective as of August 1, 2005 and the defined terms
used in this Statement of Work shall have the meanings provided in the Agreement
unless expressly defined herein.
1. GENERAL. StarTek will handle [**] work for T-Mobile. StarTek will maintain
a dedicated program (i.e., StarTek's dedicated representatives shall
handle only T-Mobile work, StarTek's team supervisors shall support only
T-Mobile dedicated representatives and StarTek's team managers will
support only T-Mobile dedicated team supervisors.) to perform the
Services.
2. HOURS OF OPERATION. Except as otherwise set forth herein, the hours of
operation will be:
2.1. [**]
2.2. [**]
2.3. Any change to the hours of operation on a T-Mobile line of
business at any site by StarTek requires written request and
approval by a Vice President of T-Mobile of the change. Any
change to the hours of operation on a T-Mobile line of
business at any site by T-Mobile requires written notification
to StarTek USA, Inc. Any closure of a site or 100%
reallocation of headcount to another site in which a T-Mobile
line of business resides requires written notice to T-Mobile
[**] in advance of the closure or reallocation. Any
reallocation of headcount (not due to forecast change) to
another site of more than 10% of the total line of business
headcount requires written to T-Mobile [**] in advance.
StarTek will provide a comprehensive written plan as to how
StarTek will maintain services for the line of business to
mitigate impact and prevent tangible and intangible cost to
T-Mobile.
3. CALL VOLUME AND FORECASTING.
3.1. For the purposes of meeting the forecast, StarTek will utilize
full time equivalents ("FTEs") in accordance with this
Statement of Work. An FTE is defined as [**] Customer Facing
Employee [**]. An FTE is not equivalent to headcount.
3.2. FTEs will be classified into the following categories:
3.2.1. Production FTE, which includes FTEs who are agents productive
to the line of business
3.2.2. Training FTE, which includes FTEs who are currently in
training and not productive to the line of business
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3.2.3. Get More Academy ("GMA") FTE, which includes FTEs who are
productive to the line of business at least part of their day,
but are still in training
3.2.4. Leave of Absence ("LOA") FTE, which includes all FTEs who
cannot be classified into Production, Training, or GMA.
3.3. T-Mobile will regularly prepare and deliver to StarTek the
following forecasts for the services to support the proper
planning of the infrastructure required to support the
programs:
3.3.1. T-Mobile shall deliver a [**] rolling informational forecast
to StarTek on or before the 15th day of each month (the
"[**]"), which shall contain forecasted [**] call volumes.
3.3.2. T-Mobile shall deliver a final forecast to the StarTek no
less than 45 days before the 1st day of each [**] for which
the forecast is made, which shall contain a [**] call volume
and Average Handle Time ("AHT") forecast by [**] interval (the
"Final Forecast"). The Final Forecast will contain an updated
[**] call volume and AHT forecasts, which will vary no more
than [**] in call volume each day from the [**]. If the Final
Forecast is not delivered in a timely fashion with respect to
a particular month, the appropriate [**] rolling informational
forecast shall be the Final Forecast for such [**].
3.3.3. For informational purposes only, T-Mobile shall deliver a
[**] forecast.
3.4. StarTek will provide to T-Mobile all assumptions used to
translate forecasts into scheduled FTE.
3.5. T-Mobile and StarTek will mutually agree upon and participate
in the preparation of other work volume forecasts, as
reasonably required for the successful performance of the
Programs in this line of business. These may include, without
limitation, [**]. As part of the support structure, StarTek
will provide a National Resource Planning Analyst who will,
among other things, assist T-Mobile in the development of work
volume forecasts.
3.6. StarTek will recruit, train, and staff to a minimum of [**] of
the forecasted FTE and be able to handle [**] of the
forecasted work volume. If the Final Forecast for a particular
[**] is [**] or more of the Final Forecast for the proceeding
[**], StarTek USA, Inc. may add additional staff to service
such increase with the prior consent of T-Mobile, which
consent shall not be unreasonably withheld.
3.7. If the Production FTE count falls [**] below the forecasted
required FTE, StarTek will recruit and hire agents to
back-fill the attrition. The recruited agents must start
training within fourteen (14) days of exceeding threshold. The
associated training costs are the responsibility of the
StarTek and are not billable to T-Mobile.
3.8. If the FTE requirement drops [**] T-Mobile will work with
StarTek in good faith to back-fill with additional business
[**] as StarTek ramps down to the
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required FTEs. T-Mobile and StarTek will mutually agree in
writing on the number of FTEs that will be included in the
ramp down.
4. PRODUCTIVITY SPECIFIC TO WORKLOAD TYPE. T-Mobile and StarTek will agree on
productivity measurements specific to the line of business.
5. RAMP. Ramp is defined as any required FTE increase necessary to
accommodate work volume growth of greater than [**] of the volume in the
peak [**] of the prior [**].
6. RAMP PLANS. For the purposes of this document a Ramp Plan is defined as a
T-Mobile approved plan to add substantial FTEs to a current line of
business or a change to the current line of business with substantial
additions to current StarTek FTEs that support T-Mobile services. StarTek
must submit written Ramp Plans to T-Mobile for written approval by a
T-Mobile operations manager or above.
7. TRAINING.
7.1. Agents will be trained on the T-Mobile standard New-Hire
Training Curriculum. Training for the program shall be in
accordance with the T-Mobile New Hire Training Curriculum.
Upon [**] written notice to StarTek, T-Mobile may change the
T-Mobile New Hire Training Curriculum and the hours required
for delivery. Prior to completion of training, T-Mobile will
deliver to StarTek all applicable application IDs. Sharing of
application IDs is prohibited under T-Mobile policy. StarTek
will establish procedures to prevent sharing of application
IDs. Any agent who violates this policy will be promptly
removed from the T-Mobile account.
7.2. Any new hire training conducted for net growth must be
approved in writing by a T-Mobile training manager or above.
Written approval must be attached to the invoice in order to
substantiate billable new hire training. T-Mobile will be kept
informed of all attrition training.
7.3. All agent-level training-period performance, including
attendance, quality, and assessment scores, regardless of
whether net growth or attrition-related, will be reported [**]
to [**] invoice.
7.4. The ratio of trainers to trainees is not to exceed a classroom
level of [**]. The [**] trainers can include a fully-certified
trainer with the support of a supervisor who has been through
a certified training course.
7.5. All costs and expenses for training and training materials for
new agents and any initial and program extension training, or
changes or modifications to the program or continuation
training that exceeds [**] shall be borne by [**]. Online
options must be used by StarTek in lieu of printed materials
wherever reasonably available. All written materials must be
reused by StarTek where reasonable. [**] will not reimburse
for training or training materials utilized for
attrition-related training. [**] shall not compensate [**] for
any agent who does not complete the training via graduation
from [**]. Documented training trackers must accompany all
invoices for approval of billed charges. Documentation must
contain as much
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information as allowed by law. Information required but not
limited to: Agent name, agent training start date, attendance
record, and assessment and quality scores. All Continuing
Education classes are to be tracked via auxiliary (AUX) or
automatic call distributor (ACD) code and submitted monthly
with reporting displaying agent's name, the exact amount of
time spent in each training course, the name of each training
course, and the total time in the month spent in Continuing
Education training. It is StarTeks responsibility to deliver
all appropriate training within the scheduled time frame,
subject to service level considerations.
7.6. STARTEK will schedule Streamline read time not to exceed the
amount of six (6) minutes per day, no more than thirty (30)
minutes per agent. Streamline read time must be measured via
ACD or AUX code, or via skill set, and reported monthly.
Streamline read time will be billed at the hourly continuing
education training rate and is subject to the [**] StarTek is
responsible for as referenced in section 7.5.
7.7. StarTek must not graduate any new hire agent from training/GMA
to production if the agent has missed more than 8 hours in the
training classroom, or 16 hours in GMA. The agent must return
to the classroom or GMA as applicable to make up missed time
before graduating to production. T-Mobile must receive written
documentation of the missed time and proof that the time has
been made up before being considered ready for production. New
agents must also pass training assessments at 85% or better
and score 2.6 or higher in quality reviews during GMA to
graduate from training to production.
7.8. [**] requests for removal of personnel, including, but not
limited to, new trainers and any associated materials, [**].
7.9. If StarTek is not meeting the quality standards set forth in
Section 14 below and it is determined by T-Mobile that
additional "skill set" training is required for the StarTek
representatives, [**] will bear the cost of the additional
training.
7.10. T-Mobile curriculum is to be facilitated by Certified
Facilitators. Certification to be provided by StarTek. If the
StarTek does not have a certification course they will be
required to use the T-Mobile approved certification courses.
Facilitators are required to be certified by either T-Mobile
Learning and Development specialist or their own Certified
Training Manager. Non-certified Supervisors/Operations
Managers/Coaches or Team Leads cannot conduct New Hire
Training.
7.11. StarTek will abide by the documented training guidelines.
8. ESCALATION PROCEDURES. StarTek shall utilize T-Mobile-provided escalation
processes, to handle calls beyond the agent's scope of training or for
management support of a customer issue. This process will ensure that each
call that cannot be handled by the agent is then handled by the lead
representative up through the manager before being transferred to T-Mobile
for resolution. If a customer requires
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management support, the agent shall transfer the call to a manager.
T-Mobile shall update all on-line job aides that define the escalation
procedures for the program when any changes are made.
9. [**]
9.1. [**]
10. CUSTOMER CARE SYSTEMS. StarTek shall be responsible for costs associated
with workstations and local area network (LAN) infrastructure equipped to
run the most recent version of the [**] deployed at the time of the
implementation of this Agreement. StarTek is hereby granted a license for
the term of this Agreement to use the [**] for the sole purposes of
performing its obligations under this Agreement. StarTek shall also
provide the building, telecommunications switch for the Interactive Voice
Response (IVR) system, remote monitoring application and associated toll
free number, Universal Power Supply (UPS), desktop computers, office
supplies, and dedicated workspaces in each call center. [**] shall be
responsible for costs associated with wide area network (WAN)
infrastructure (including, but not limited to, the WAN data connectivity
infrastructure, application/database servers, routers, and related
peripherals. [**] shall also be responsible for software required to
support the [**]. T-Mobile will be responsible for the [**], Knowledge
Database, and Call Tracking systems required to support the Services
performed under this Agreement.
11. SYSTEMS USE AND DOWNTIME. Information given to callers or collected by
agents will be directly taken from and/or input into T-Mobile's systems.
In the event that T-Mobile's systems go down, StarTek shall capture call
information in Remedy, or on the downtime forms provided by T-Mobile and
will be instructed on procedure in each scenario as applicable by
T-Mobile. If paper forms are utilized, StarTek agrees that it shall then
input information from these downtime forms once the system is restored.
Turnaround commitment to enter downtime forms into T-Mobile's systems will
be [**] from the time when T-Mobile's systems are restored. If call volume
does not allow for [**] turnaround due to call volume meeting at least
[**] of the forecasted volume, another [**] input period shall be granted.
Downtime forms will be destroyed (burned or shredded) or sent to T-Mobile,
as directed by T-Mobile, every [**]. StarTek will assign a special ACD
tracking code to designate when specified representatives are entering
downtime form information into System. StarTek shall provide a downtime
productivity report to T-Mobile displaying time in code, number of
downtime forms processed and occupancy rate. T-Mobile agrees to pay
StarTek the [**] (contingent upon meeting [**] per rep to be agreed upon
by both parties) for entering downtime information as stated in the
Pricing Schedule set forth in Section 24 of this Statement of Work.
12. OVERTIME.
12.1. If the daily work volume will exceed the Final Forecast by
more than [**], StarTek will so notify T-Mobile and will
recruit trained agents to work overtime to support the work
handling. If the Final Forecast is within [**], StarTek must
recruit agents to work overtime to cover the shortage and
StarTek shall be responsible for any overtime expenses. Any
additional staffing required for call volume over [**] of
Final Forecast must be
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approved by T-Mobile in advance. T-Mobile will pay the
overtime rate for all approved overtime.
12.2. The recruiting process for overtime shall be deployed as soon
as the circumstance affecting the call volume variance is
identified. If StarTek identifies the item at least [**]
before the occurrence, StarTek shall use its commercially
reasonable efforts to minimize the financial impact by
changing schedules to support the staffing required. StarTek
shall also recruit agents to work overtime on a [**] basis
when the [**] call volume dictates additional staffing needs
to maintain service goals.
12.3. Except as provided in Section 12.2 above, StarTek shall obtain
written authorization from T-Mobile for any overtime that may
be required or incurred for the performance of the Programs.
12.4. A reasonable estimate for the amount of overtime necessary to
meet the Service Level will be provided to T-Mobile for
written approval. Overtime need should be driven by [**] of
the forecast. Overtime resulting from staffing [**].
13. SIGNIFICANT CHANGES. When significant changes occur to the processes
utilized to provide services, T-Mobile has the right to request
information related to compliance and execution of such changes.
14. KPIS. [**]. All KPIs will be mutually agreed upon.
15. REPORTS. T-Mobile and StarTek will mutually agree upon required reports
and timelines by the completion of the consolidation of [**].
16. MONITORING. T-Mobile shall have the right, to the extent permitted by law
and at no additional expense, to monitor at any time (either on-site or
remotely) customer contact calls and/or specific agents to ensure
compliance with performance, operational and quality control standards.
[**] must provide [**] with a remote monitoring solution. There are two
quality monitoring options required: a [**] and a [**]. The [**]. would
manage the [**] calls within [**] of being [**]. T-Mobile requires a
minimum of [**] calls per agent per month [**]. [**] number must have the
ability to monitor random calls as they come into the queue, or by
locating specific agents [**].
A. HOLIDAYS. StarTek shall observe the following holiday schedule [**]
T-Mobile shall compensate StarTek for holiday rates as identified in
the Pricing Schedule set forth hereunder when applicable to the
location where work is performed. Holiday rates apply to the actual
holiday only.
[**] US HOLIDAYS
[**] New Year's Day (Jan 1)
[**] Memorial Day (last Monday in May)
[**] Fourth of July (July 4)
[**] Labor Day (first Monday in September)
[**] Thanksgiving Day (4th Thursday in November)
[**] Christmas (December 25)
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17. SYSTEM DOWNTIME; FORCE MAJEURE.
00.0.Xx the event StarTek determines that system maintenance is
necessary, StarTek will notify T-Mobile of the need for such
maintenance [**] prior to the maintenance, and will obtain the
prior written approval of T-Mobile to schedule the time and
duration of such maintenance. All routine maintenance shall be
scheduled during off-peak system hours. In no event shall
interruption of Services for prior disclosed and approved
system maintenance constitute a failure of performance by
StarTek if performed in accordance with this Section 17.
StarTek shall promptly report to T-Mobile any StarTek system
failures, duration and impact.
17.2. Except for T-Mobile's obligation to make payments for services
actually performed, each Party's failure to perform shall be
excused where such failure is a result of causes beyond its
reasonable control. Such causes shall include without
limitation acts of God, strikes, lockouts, riots, acts of war,
epidemics, governmental regulations imposed after the fact,
fire, communication line failures of third parties, vandalism,
power failures by third parties, cables cut by third parties,
earthquakes, floods or other similar catastrophes, terrorist
activities, failure of the T-Mobile system or the Internet not
related to StarTek's actions or inactions, any law, order,
regulation, direction, action or request of any governmental
entity or court or civil or military authority having
jurisdiction over either of the parties, national emergencies,
insurrections, riots, wars, strikes, lock outs, or work
stoppages. In the event of failures to perform for [**] or
more as a result of a force majeure, either Party may
terminate the Agreement by giving written notice to the other
Party. Any such notice of termination shall be effective upon
receipt.
17.3.Notwithstanding the foregoing or anything in the Agreement to
the contrary, StarTek shall take commercially reasonable steps
to ensure that the Services shall continue without
interruption due to a StarTek systems failure during the term
of the Agreement by implementing [**] reasonably necessary to
provide the Services with an up-time of [**] (not including
scheduled maintenance), which shall include [**] and the like.
The components and execution of this plan must be reviewed,
updated, and tested semi-annually and results reported to
T-Mobile.
18. ALLOCATION OF RESOURCES. T-Mobile acknowledges that upon the occurrence of
a force majeure event or in instances of unusually high demand, demands on
StarTek's facilities may exceed such facilities available capacity. In any
such instance, StarTek shall, upon written notice to T-Mobile, be entitled
to equitably prioritize Services and otherwise curtail utilization of its
facilities in a manner so that any degradation to the Services provided to
T-Mobile is (unless agreed otherwise by T-Mobile in writing) no greater
than the level of degradation experienced by StarTek's other customers.
Upon the request of T-Mobile, StarTek shall provide T-Mobile with
reasonable evidence of its compliance with the foregoing.
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19. RECRUITING REQUIREMENTS. StarTek recruiting efforts shall meet the
following requirements in the selection process of all personnel hired to
perform the T-Mobile services as described in this Agreement. T-Mobile
reserves the right to audit the selection process.
19.1. A mutually approved customer service assessment
19.2. A behavioral interview
[**]Background checks, which shall include criminal records, are
required and shall be completed before employment. Costs incurred
for background checks associated with such criminal records [**].
20. STAFFING REQUIREMENTS. StarTek agrees to maintain the following staffing
ratios: [**] StarTek agrees that all managers shall be full-time StarTek
employees. Subject to Section 21.1 StarTek will ensure that each person
assigned to a function has the necessary functional and T-Mobile-related
training to successfully perform the function. StarTek must provide
specific agent information up to what the law allows. Information required
includes agent name, T-Mobile agent IDs, start date on T-Mobile line of
business, assessment scores, termination date from T-Mobile line of
business, quality average.
21. All support functions such as StarTek quality, instructional analysts, and
trainers must be housed within the site where the work is being performed
unless otherwise agreed to in writing by T-Mobile.
00.0.Xx addition, before a function is performed by an individual
assigned to that function, StarTek shall verify that the
necessary skills have been attained through the use of
certification of skills program. If T-Mobile reasonably
requests StarTek to remove any personnel performing Services
pursuant to this Agreement, StarTek shall promptly comply with
such request, within [**]. In support of this process, StarTek
will do the following:
21.1.1. Team leaders/supervisors shall perform productive work for
at least [**] to maintain their skills. The remainder of their
time shall be used to support agent development, and to
otherwise assist StarTek employees to perform the Services.
21.1.2. Quality Assurance specialists shall perform productive work
for at least [**] to maintain their skills.
21.1.3. Managers, lead representatives, team leaders/supervisors and
trainers must be full-time employees of StarTek and must have
completed T-Mobile National Standard Curriculum Training.
21.1.4. Supervisors will audit a mutually agreeable amount of agent
work per week for accuracy.
22. FRAUD. StarTek shall implement and enforce T-Mobile policy and procedures
as well as StarTek's own procedures to detect and prevent handset or
credit card theft or other fraudulent activity by an employee or agent of
StarTek. StarTek shall cooperate with any T-Mobile investigation into
handset or credit card theft or other fraudulent
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activity by an employee or agent of StarTek. If an employee or agent of
StarTek is suspected of committing handset or credit card theft or other
fraudulent activity against T-Mobile, StarTek will promptly notify
T-Mobile of the suspected fraudulent activity and will provide T-Mobile
with information necessary to conduct an investigation, including but not
limited to the employee name, address, contact information, social
security number, emergency contact address and phone numbers, and any
other information that will assist in investigation of the suspected
fraudulent activity. This information will be provided to T-Mobile within
48 hours of the request from T-Mobile.
StarTek will assume all responsibility for handset theft, credit card
theft or other fraudulent activity by an employee or agent of StarTek or
their failure to follow T-Mobile policies and procedures. [**] to the
following address:
T-Mobile USA, Inc.
Attn: Xxxxx Xxxxx, Xx. Manager of Investigations
000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
[**] shall be made to T-Mobile within [45 days] of the date the outsourced
vendor receives an [**].
T-Mobile reserves the right to prosecute any employee or agent of StarTek
who committed fraud against T-Mobile or a customer of T-Mobile.
23. BILLABLE HOURS: For purposes of this Agreement, "Billable Hours" is
defined as:
23.1. Hours [**] to Activations Offline, which [**]
23.2.[**] shall not exceed the [**] unless increased workload is
[**] and is [**] in writing.
24. SERVICE LEVELS /BREACH OF SERVICE LEVELS. StarTek shall meet or exceed the
Key Performance Indicator Service Levels as will be provided in accordance
with Section 14.
25. PRICING SCHEDULE. T-Mobile shall pay StarTek for Services as provided in
the following schedule
25.1. Interim Pricing. Interim prices apply until such time as [**].
25.1.1. Tier [**]
25.1.2. Tier [**]
25.1.3. Tier [**]
25.1.4. Overtime and Holiday Tier [**]
25.1.5. Overtime and Holiday Tier [**]
25.1.6. Overtime and Holiday Tier [**]
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25.2. New Pricing. New prices apply after [**]
25.2.1. Tier II RATE: $.51/ HANDLE MINUTE
25.2.2. Tier [**]
25.2.3. Tier [**]
25.2.4. Overtime and Holiday Tier [**]
25.2.5. Overtime and Holiday Tier [**]
25.2.6. Overtime and Holiday Tier [**]
25.3. Agent Training.
25.3.1. [**]
25.3.2. [**]
25.3.3. [**]
25.3.4. [**]
25.3.5. [**]
25.3.6. [**]
25.3.7. [**]
25.3.8. [**]
25.3.9. [**]
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EXHIBIT A-5
STATEMENT OF WORK - [**]
This Statement of Work, Exhibit A-5 is incorporated into that certain T-Mobile
USA Service Partner Services Agreement ("Agreement") dated August 1, 2005 by and
between T-Mobile USA, Inc. ("T-Mobile") and StarTek USA, Inc. ("StarTek"). The
Statement of Work shall be effective as of August 1, 2005 and the defined terms
used in this Statement of Work shall have the meanings provided in the Agreement
unless expressly defined herein.
1. GENERAL. StarTek will handle inbound [**] calls for T-Mobile. StarTek will
maintain a dedicated program (i.e., StarTek's dedicated representatives
shall handle only T-Mobile calls, StarTek's team supervisors shall support
only T-Mobile dedicated representatives and StarTek's team managers will
support only T-Mobile dedicated team supervisors.) to perform the
Services.
2. HOURS OF OPERATION. Except as otherwise set forth herein, the hours of
operation will be [**] Any change to the hours of operation on a T-Mobile
line of business at any site by StarTek requires written request and
approval by a T-Mobile Vice President of the change. Any change to the
hours of operation on a T-Mobile line of business at any site by T-Mobile
requires written notification to StarTek. Any closure of a site or 100%
reallocation of headcount to another site in which a T-Mobile line of
business resides requires written notice to T-Mobile [**] notice in
advance of the closure or reallocation. Any reallocation of headcount (not
due to forecast change) to another site of [**] of the total [**]
headcount requires written advanced notice to T-Mobile [**] StarTek will
provide a comprehensive written plan as to how StarTek will maintain
services of line of business to mitigate impact and prevent tangible and
intangible cost to T-Mobile
3. CALL VOLUME AND FORECASTING.
3.1. For the purposes of meeting the forecast, StarTek will utilize full
time equivalents ("FTEs") in accordance with this Statement of Work.
An FTE is defined as [**] Customer Facing Employee [**]. An FTE is
not equivalent to a headcount.
3.2. FTEs will be classified into the following categories:
3.2.1. Production FTE, which includes FTEs who are agents productive
to the line of business
3.2.2. Training FTE, which includes FTEs who are currently in
training and not productive to the line of business
3.2.3. Get More Academy ("GMA") FTE, which includes FTEs who are
productive to the line of business at least part of their day,
but are still in training
3.2.4. Leave of Absence ("LOA") FTE, which includes all FTEs who
cannot be classified into Production, Training, or GMA.
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3.3. T-Mobile will regularly prepare and deliver to StarTek the following
forecasts for the services to support the proper planning of the
infrastructure required to support the programs:
3.3.1. T-Mobile shall deliver a [**] rolling informational forecast
to StarTek on or before the 15th day of each month (the
"[**]"), which shall contain forecasted [**] call volumes.
3.3.2. T-Mobile shall deliver a final forecast to StarTek no less
than 45 days before the 1st day of each [**] for which the
forecast is made, which shall contain a [**] call volume and
Average Handle Time ("AHT") forecast by [**] interval (the
"Final Forecast"). The Final Forecast will contain an updated
[**] call volume and AHT forecasts, which will vary no more
than [**] in call volume each day from the [**]. If the Final
Forecast is not delivered in a timely fashion with respect to
a particular month, the appropriate [**] rolling informational
forecast shall be the Final Forecast for such [**].
3.3.3. For informational purposes only, T-Mobile shall deliver a
[**] forecast.
3.4. StarTek will use [**] call volume forecasts provided by T-Mobile as
the Final Forecast in accordance with this Agreement. This process
is known as Interval Forecasting. StarTek will schedule the
appropriate number of FTEs in [**] intervals to meet service levels
outlined in the T-Mobile Final Forecast. This process is known as
Interval Scheduling. StarTek will provide Interval Scheduling plans
to T-Mobile as a [**] look ahead after receiving a Final Forecast
from T-Mobile. These Interval Scheduling plans will illustrate how
StarTek plans to meet the Key Performance Indicator (KPI) Service
Level. The documented plans will include the number of required FTEs
to meet the KPI Service Level, the number of scheduled agents, and
the [**] Service Level Objectives.
3.5. StarTek will provide to T-Mobile USA all assumptions used to
translate forecasts into scheduled FTEs.
3.6. T-Mobile and StarTek will cooperatively manage [**] schedule
adjustments to manage actual call volumes.
3.7. T-Mobile and StarTek will mutually agree upon and participate in the
preparation of other call volume forecasts, as reasonably required
for the successful performance of the Programs. These may include,
without limitation, [**]. As part of the support structure, StarTek
will provide a National Resource Planning Analyst who will, among
other things, assist T-Mobile in the development of call volume
forecasts.
3.8. StarTek will recruit, train, and staff to a minimum of [**] of the
forecasted FTE and be able to handle [**] of the forecasted call
volume. If the Final Forecast for a particular [**] is [**] or more
of the Final Forecast for the proceeding [**], StarTek may add
additional staff to service such increase with the prior consent of
T-Mobile, which consent shall not be unreasonably withheld.
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3.9. If the Production FTE count falls [**] the forecasted FTE, StarTek
will recruit and hire agents to back-fill the attrition as long as
T-Mobile is delivering a minimum of [**] of forecasted volume. The
recruited agents must start training within [**] of exceeding
threshold. [**].
3.10. If the FTE requirement drops [**], T-Mobile will work with StarTek
in good faith to back-fill with additional business [**] as StarTek
ramps down to the required FTEs. T-Mobile and StarTek will mutually
agree in writing on the number of FTEs that will be included in the
ramp down.
3.11. The forecasts referred to above shall in no way represent a
commitment from T-Mobile to provide volumes to StarTek, except for
purposes of amounts payable by T-Mobile to StarTek as provided in
this Section 3.12.
3.12. Amounts payable to StarTek hereunder and the KPI calculation shall
be based upon the following:
3.12.1. When the [**] exceeds [**] of Final Forecast, then StarTek
shall be paid for the [**].
3.12.2. When the [**] is less than [**] of the Final Forecasted call
volume, and StarTek is staffed at no less than [**] of the
required Final Forecasted FTE, then StarTek shall be paid
according to the following formula: [**].
4. AVERAGE HANDLE TIME. Average Handle Time ("AHT") is defined as the sum of
average talk time; hold time while on a call, and after call work. Both
parties will mutually agree upon an AHT goal within sixty (60) days of the
conclusion of the initial ramp period
5. RAMP. Ramp is defined as any required FTE increase necessary to
accommodate call volume growth of greater than [**] of the volume in the
peak week of the prior [**].
6. RAMP PLANS. For the purposes of this document a Ramp Plan is defined as a
T-Mobile approved plan to add substantial FTEs to a current line of
business or a change to the current line of business with substantial
additions to current StarTek FTEs that support T-Mobile services. StarTek
must submit written Ramp Plans to T-Mobile for written approval by a
T-Mobile operations manager or above.
6.1. In the event of a new ramp plan or a change to the [**]line of
business supported by StarTek, the AHT monthly objectives will be
adjusted depending upon the percentage of net growth in training FTE
graduates to the maximum headcount during the growth period. The
embedded MS Excel worksheet is an example of the adjustments and
will be subject to the AHT objectives agreed to as set forth in
Section 4 A printed example is shown in Exhibit C.
7. TRAINING.
7.1. Agents will be trained on the standard T-Mobile New Hire Training
Curriculum. Training for the program shall be conducted in
accordance with the T-Mobile New Hire Training Curriculum. Upon [**]
written notice to StarTek, T-Mobile may change the T-Mobile New Hire
Training Curriculum and the hours required for delivery. Prior to
completion of training, T-Mobile will deliver all applicable
application IDs. Sharing of application IDs is prohibited under
T-Mobile policy.
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StarTek will establish procedures to prevent sharing of application
IDs. Any agent who violates this policy will be promptly removed
from the T-Mobile account.
7.2. Any new hire training conducted for net growth must be approved in
writing by a T-Mobile training manager or above. Written approval
must be attached to the invoice in order to substantiate billable
new hire training. T-Mobile will be kept informed of all attrition
during the training period.
7.3. The ratio of trainers to trainees is not to exceed a classroom level
of [**] The two trainers can include a fully certified trainer with
the support of a supervisor who has been through a certified
training program.
7.4. All costs and expenses for training and training materials for new
agents and any initial and program extension training, or changes or
modifications to the program or continuation training that exceeds
[**] shall be borne by [**]. Online options must be used [**] in
lieu of printed materials wherever reasonably available. All written
materials must be reused by StarTek where reasonable. [**] will not
reimburse for training or training materials utilized for
attrition-related training. [**] shall not compensate [**] for any
agent who does not complete the training and graduate from [**].
Documented training trackers must accompany all invoices for
approval of billed charges. Documentation must contain as much
information as allowed by law. Information required by not limited
to: Agent name, agent training start date, attendance record, and
assessment and quality scores. All Continuing Education classes are
to be tracked via auxiliary (AUX) or automatic call distributor
(ACD) code and submitted monthly with reporting displaying agent's
name, the exact amount of time spent in each training course, the
name of each training course, and the total time in the month spent
in Continuing Education training. It is StarTek's responsibility to
deliver all appropriate training within the scheduled time frame,
subject to service level considerations.
7.5. StarTek will schedule StreamLine read time not to exceed the amount
of six (6) minutes per day, no more than thirty (30) minutes per
agent per week. Streamline read time must be measured via ACD or AUX
code, or skill set, and reported monthly. Streamline read time will
be billed at the hourly continuing education training rate and is
subject to the[**]StarTek is responsible for as referenced in
Section 7.4.
7.6. StarTek must not graduate any new hire agent from training/GMA to
production if the agent has missed more than 8 hours in the training
classroom16 hours in GMA. The agent must return to the classroom or
GMA as applicable to make up missed time before graduating to
production. T-Mobile must receive written documentation of the
missed time and proof that the time has been made up before being
considered ready for production. New agents must also pass training
assessments at 85% or better and score 2.6 or higher in quality
during GMA to graduate from training to production.
7.7. [**] requests for removal of personnel including, but not limited
to, new trainers and any associated materials, [**].
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7.8. If StarTek is not meeting the quality standards set forth in Section
14.3 below and it is determined by T-Mobile that additional "skill
set" training is required for StarTek representatives, [**] will
bear the cost of the additional training.
7.9. T-Mobile curriculum is to be facilitated by Certified Facilitators.
T-Mobile Certification to be provided by StarTek. If StarTek does
not have a certification course they will be required to use the
T-Mobile certification course. Facilitators are required to be
certified by either T-Mobile Learning and Development specialist or
their own Certified Training Manager. Uncertified
Supervisors/Operations Managers/Coaches or Team Leads cannot conduct
new Hire training.
7.10. StarTek will abide by the documented training guidelines. Any
changes to the documented training guidelines by T-Mobile must be
provided to StarTek no less than [**] prior to implementation. Any
changes materially impacting StarTek's cost must be agreed to by
both parties.
8. ESCALATION PROCEDURES. StarTek shall utilize T-Mobile-provided escalation
processes, to handle calls beyond the agent's scope of training or for
management support of a customer issue. This process will ensure that each
call that cannot be handled by the agent is then handled by the lead
representative up through the manager before being transferred to T-Mobile
for resolution. If a customer requires management support, the agent shall
transfer the call to a manager. T-Mobile shall update all on-line job
aides that define the escalation procedures for the program when any
changes are made.
9. [**].
9.1. [**].
10. CUSTOMER CARE SYSTEMS. StarTek shall be responsible for costs associated
with workstations and local area network (LAN) infrastructure equipped to
run the most recent version of the [**] deployed at the time of the
implementation of this Agreement. StarTek is hereby granted a license for
the term of this Agreement to use the [**] for the sole purposes of
performing its obligations under this Agreement. StarTek shall also
provide the building and telecommunications switch for the Interactive
Voice Response (IVR) system, remote monitoring application and associated
toll free number, Universal Power Supply (UPS), desktop computers, office
supplies, and dedicated workspaces in each call center. [**] shall be
responsible for costs associated with wide area network (WAN)
infrastructure (including, but not limited to, the WAN data connectivity
infrastructure, application/database servers, routers, and related
peripherals. [**] shall also be responsible for software required to
support the [**]. T-Mobile will be responsible for the [**], Knowledge
Database, and Call Tracking systems required to support the Services
performed under this Agreement.
11. SYSTEMS USE AND DOWNTIME. Information given to callers or collected by
agents will be directly taken from and/or input into T-Mobile's systems.
In the event that T-Mobile's systems go down, StarTek shall capture call
information in Remedy, or on the downtime forms provided by T-Mobile.
StarTek will be instructed on procedures
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in each scenario as applicable by T-Mobile. If paper forms are utilized,
StarTek agrees that it shall then input information from these downtime
forms once the system is restored. Turnaround commitment to enter downtime
forms into T-Mobile's systems will be [**] from the time when T-Mobile's
systems are restored. If call volume does not allow for [**] turnaround
due to call volume meeting at least [**] of the forecasted volume, another
[**] input period shall be granted. Downtime forms will be destroyed
(shredded or burned) or sent to T-Mobile, as directed by T-Mobile, every
[**]. StarTek will assign a special ACD tracking code to designate when
specified representatives are entering downtime form information into
T-Mobile systems. StarTek shall provide a downtime productivity report to
T-Mobile displaying time in code, number of downtime forms processed and
occupancy rate. T-Mobile agrees to pay StarTek [**] (contingent upon
meeting [**] per agent to be agreed upon by both parties) for entering
downtime information as stated in the Pricing Schedule set forth in
Section 24 of this Statement of Work.
12. OVERTIME.
12.1. If the call volume exceeds the Final Forecast by more than [**],
StarTek will so notify T-Mobile and will recruit trained agents to
work overtime to support the call handling. Any overtime in excess
of [**] of Final Forecasted volume must be authorized by T-Mobile
operations manager or above. For T-Mobile authorized overtime
T-Mobile will pay the overtime rate set forth in Section 25 for all
volume handled in excess of [**] of the Final Forecast. The billable
overtime minutes will be calculated as set forth in Section 12.4.
12.2. The recruiting process for overtime shall be deployed as soon as the
circumstance affecting the call volume variance is identified. If
StarTek identifies the item at least [**] before the occurrence,
StarTek shall use its commercially reasonable efforts to minimize
the financial impact by changing schedules to support the staffing
required. StarTek shall also recruit agents to work overtime on a
[**] basis when the [**] call volume dictates additional staffing
needs to maintain service goals.
12.3. Except as provided above in Section 12.2, StarTek shall obtain
written authorization from T-Mobile for any overtime that may be
required or incurred for the performance of the Programs.
12.4. T-Mobile authorized overtime as defined in section 12.1 will be
calculated for purposed of invoice payment by multiplying the
handled call volume in excess of [**] of Final Forecast by the [**],
and dividing through by 60 to get minutes.
13. SIGNIFICANT CHANGES. When significant changes occur to the processes
utilized to provide services, T-Mobile has the right to request
information related to compliance and execution of such changes.
14. KPI'S. The KPI's for Services performed hereunder shall be effective for
purposes of bonus/penalty adjustments to the invoice as set forth in
Exhibit B, as of sixty (60) days following the completion of the initial
ramp period.
14.1. Service Level. Inbound [**] customer service calls: [**]
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14.2. Call Volume. [**.]
14.3. Call Quality. According to the results from the call quality
observation process, as described below, with a minimum score of
[**].
14.3.1. For the purposes of ensuring Call Quality, StarTek and
T-Mobile shall measure the agents' call quality using the
following types of observations:
14.3.1.1. T-Mobile observation
14.3.1.2. StarTek operations observation (4 per agent/month);
14.3.1.3. StarTek quality observation (4 per agent/month)
14.3.2. KPI performance is based upon T-Mobile scores only, whereas
the function of the StarTek operations and quality
observations is to provide immediate and monthly feedback to
agents and StarTek management.
14.3.3. For the purposes of billing, the scores for all of these
observations will be [**] The StarTek operations and StarTek
quality observations must each be [**]. If either the StarTek
operations or the StarTek quality observation is not [**]
T-Mobile may provide written approval of exception to this
section 14.3.3 given the number of outsourced issue tickets on
T-Mobile observations.
14.3.4. Calibration. StarTek operations managers shall attend the
monthly T-Mobile calibration sessions for the line of
business.
14.3.5. The call quality observation form to be used in this process
shall be provided by T-Mobile. Results shall be used to
provide both immediate and monthly feedback to agents and
StarTek management. StarTek will make best effort to provide
each agent with feedback/coaching within 24 hours of being
monitored by T-Mobile, StarTek quality team or StarTek
operations. StarTek shall keep written documentation of each
agent session, signed by the agent, and available for review
by T-Mobile upon request. The call quality scoring criteria
used by StarTek will match that used by T-Mobile. StarTek must
achieve a minimum voice quality score [**] Call monitoring
feedback sessions will be held between the agent and the
agent's direct supervisor. Any monitored calls using profanity
or customer abuse as determined by T-Mobile will result in
immediate, unchallenged agent termination from the T-Mobile
program.
14.4.
14.5.
14.6. Credit and Adjustments. StarTek shall [**] accuracy audits
15. REPORTS. StarTek shall provide T-Mobile with standard call count reports
and performance reports on a [**] basis [**] by [**] for the previous [**]
by [**] for the previous [**], and [**] by [**] for the previous [**]. The
reports shall be in the format and contain the information mutually agreed
upon between StarTek and T-Mobile. StarTek shall provide report cards
reflecting measurements of the KPIs and all of the above metrics within
[**] of each [**]. All reporting fed by data from the
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switch is considered standard and is not subject to non-standard report
development costs. Hourly lines of business must have agent detail payroll
reports to substantiate that billable hours do not exceed actual hours
worked. T-Mobile and StarTek shall mutually agree upon any other reports
and the cost associated with the development of those reports. T-Mobile
agrees to follow the change management process defined by StarTek and
agreed to by T-Mobile when requesting changes to reports or additional
information. If T-Mobile requires material format changes to T-Mobile
standard reports, T-Mobile will be required to compensate StarTek for the
development costs, based upon the rate outlined in the Pricing Schedule
set forth in Section 25 of this Statement of Work and will be [**] prior
to invoicing.
16. MONITORING. T-Mobile shall have the right, to the extent permitted by law
and at no additional expense, to monitor at any time (either on-site or
remotely) customer contact calls and/or specific agents to ensure
compliance with performance, operational and quality control standards.
[**] must provide [**] with a remote monitoring solution. There are two
quality monitoring options required: a [**] and a [**]. [**] would manage
the [**] calls within [**] of being [**]. [**] requires a minimum of [**]
calls per agent per month [**]. [**] must have the ability to monitor
random calls as they come into the queue, or by locating specific agents
[**].
A. HOLIDAYS. StarTek shall observe the following holiday schedule [**].
T-Mobile shall compensate StarTek for holiday rates as identified in
the Pricing Schedule set forth hereunder when applicable to the
location where work is performed. Holiday rates apply to the actual
holiday only.
[**] US HOLIDAYS
[**] New Year's Day (Jan 1)
[**] Memorial Day (last Monday in May)
[**] Fourth of July (July 4)
[**] Labor Day (first Monday in September)
[**] Thanksgiving Day (4th Thursday in November)
[**] Christmas (December 25)
17. SYSTEM DOWNTIME; FORCE MAJEURE.
00.0.Xx the event StarTek determines that system maintenance is necessary,
StarTek will notify T-Mobile of the need for such maintenance [**]
prior to the maintenance, and will obtain the prior written approval
of T-Mobile to schedule the time and duration of such maintenance.
All routine maintenance shall be scheduled during off-peak system
hours. In no event shall disclosed and approved interruption of
Services for system maintenance constitute a failure of performance
by StarTek if performed in accordance with this Section 17. StarTek
shall promptly report to T-Mobile any StarTek system failures,
including the duration and impact.
17.2. Except for T-Mobile's obligation to make payments for services
actually performed, each Party's failure to perform shall be excused
where such failure is a result of causes beyond its reasonable
control. Such causes shall include
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without limitation acts of God, strikes, lockouts, riots, acts of
war, epidemics, governmental regulations imposed after the fact,
fire, communication line failures of third parties, vandalism, power
failures by third parties, cables cut by third parties, earthquakes,
floods or other similar catastrophes, terrorist activities, failure
of the T-Mobile system or the Internet not related to StarTek's
actions or inactions, any law, order, regulation, direction, action
or request of any governmental entity or court or civil or military
authority having jurisdiction over either of the parties, national
emergencies, insurrections, riots, wars, strikes, lock outs, or work
stoppages. In the event of failures to perform for [**] or more as a
result of a force majeure, either Party may terminate the Agreement
by giving written notice to the other Party. Any such notice of
termination shall be effective upon receipt.
17.3.Notwithstanding the foregoing or anything in the Agreement to the
contrary, StarTek shall take commercially reasonable steps to ensure
that the Services shall continue without interruption due to StarTek
systems failure during the term of the Agreement by implementing
[**] reasonably necessary to provide the Services with an up-time of
[**] (not including scheduled maintenance), which shall include [**]
and the like. The components and execution of this plan must be
reviewed, updated, and tested semi annually and results reported to
T-Mobile.
17.4. Where downtime is a result of [**]
17.5. Where downtime is a result of [**]
18. ALLOCATION OF RESOURCES. T-Mobile acknowledges that upon the occurrence of
a force majeure event or in instances of unusually high demand, demands on
StarTek's facilities may exceed such facilities available capacity. In any
such instance, StarTek shall, upon written notice to T-Mobile, be entitled
to equitably prioritize Services and otherwise curtail utilization of its
facilities in a manner so that any degradation to the Services provided to
T-Mobile is (unless agreed otherwise by T-Mobile in writing) no greater
than the level of degradation experienced by StarTek's other customers.
Upon the request of T-Mobile, StarTek shall provide T-Mobile with
reasonable evidence of its compliance with the foregoing.
19. RECRUITING REQUIREMENTS. StarTek recruiting efforts shall meet the
following requirements in the selection process of all personnel hired to
perform the T-Mobile USA services as describe in this SOW. T-Mobile
reserves the right to audit the selection process.
19.1. A mutually approved customer service assessment
19.2. A behavioral interview
19.3.Background checks, which shall include criminal records, are required
and shall be completed before employment. Costs incurred for
background checks associated with such criminal records [**].
20. STAFFING REQUIREMENTS. StarTek agrees to maintain the following staffing
ratios: [**] StarTek agrees that all managers shall be full-time StarTek
employees. Subject to Section 21.1, StarTek will ensure that each person
assigned to a function has the
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necessary functional and T-Mobile-related training to successfully perform
the function. StarTek must provide specific agent information up to what
the law allows. Information required includes agent name, agent ID, start
date on T-Mobile line of business, assessment scores, termination date
from T-Mobile line of business, quality average.
21. All support functions such as StarTek quality, instructional analysts, and
trainers must be housed within the site where the work for this line of
service is being performed unless otherwise agreed to in writing by
T-Mobile.
00.0.Xx addition, before a function is performed by an individual assigned
to that function, StarTek shall verify that the necessary skills
have been attained through the use of certification of skills
program. If T-Mobile reasonably requests StarTek to remove any
personnel performing Services pursuant to this Agreement, StarTek
shall promptly comply with such request, within [**]. In support of
this process, StarTek will do the following:
21.1.1. Team leaders/supervisors shall go on-line to support
customer calls each week for at least [**] (approximately
[**]) to maintain their skills. The remainder of their time
shall be used to support agent development, and to otherwise
assist StarTek employees to perform the Services.
21.1.2. Quality Assurance specialists shall go on-line to support
customer calls each [**] for at least [**] (approximately
[**]) to maintain their skills.
21.1.3. Managers, lead representatives, team leaders/supervisors and
trainers must be full-time employees of StarTek and must have
completed T-Mobile National Standard Curriculum Training.
21.1.4. Supervisors will monitor a minimum of two (2) calls per
agent per week.
22. FRAUD. StarTek shall implement and enforce T-Mobile policies and
procedures as well as StarTek's own procedures to detect and prevent
handset or credit card theft or other fraudulent activity by an employee
or agent of StarTek. StarTek shall cooperate with any T-Mobile
investigation into handset or credit card theft or other fraudulent
activity by an employee or agent of StarTek. If an employee or agent of
StarTek is suspected of committing handset or credit card theft or other
fraudulent activity against T-Mobile, StarTek will promptly notify
T-Mobile of the suspected fraudulent activity and will provide T-Mobile
with information necessary to conduct an investigation, including but not
limited to the employee name, address, contact information, social
security number, emergency contact address and phone numbers, and any
other information that will assist in investigation of the suspected
fraudulent activity. This information will be provided to T-Mobile within
48 hours of the request from T-Mobile.
StarTek will assume all responsibility for handset theft, credit card
theft or other fraudulent activity by an employee or agent of StarTek or
their failure to follow T-Mobile policies and procedures. [**] the
following address:
T-Mobile USA, Inc.
Attn: Xxxxx Xxxxx, Xx. Manager of Investigations
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000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
[**] shall be made to T-Mobile within [**] of the date the outsourced
vendor receives an [**].
T-Mobile reserves the right to prosecute any employee or agent of StarTek
that committed fraud against T-Mobile or a customer of T-Mobile.
23. BILLABLE MINUTES: For purposes of this Agreement, "Billable Minutes " is
defined as:
23.1. [**] multiplied by the [**] when [**] is delivered to StarTek.
00.0.Xx the event where less than [**] is delivered to StarTek, amounts
payable to StarTek shall be based upon [**].
23.3.During system downtime as a result of a [**], amounts payable [**].
Where actual AHT is unavailable [**], the lesser of [**] will be
substituted.
23.4.StarTek shall be paid [**] rate as listed in Section 25 for the
actual minutes of processing downtime forms as detailed in the
required ACD productivity reports displaying time in code and number
of forms processed. .
23.5.During system downtime as a result of a StarTek failure outside the
definitions provided for in Section 17.2, and StarTek is unable to
accept the call volume T-Mobile is otherwise prepared to provide it,
for the purposes of determining KPI penalties, StarTek will use the
forecasted volume to determine service levels for those downtime
intervals.
23.6.Overtime will be calculated by interval using the following formula:
interval handled call volume in excess of [**] multiplied by the
lesser of [**] of the KPI AHT and interval AHT, and divided through
by 60 to obtain the number of minutes. These are the billable OT
minutes where T-Mobile USA has solicited and provided written
approval of overtime.
24. SERVICE LEVELS /BREACH OF SERVICE LEVELS. StarTek shall meet or exceed the
Key Performance Indicator Service Levels as provided in Performance
Pricing Matrix in Exhibit B. Performance outside of the neutral zone of
the specified Key Performance Indicators will result in
increases/deductions to the overall price per minute as provided in
Exhibit B.
00.0.Xx the event that StarTek negatively performs any of the Key
Performance Indicators, in performance subject to deductions in
payment/pricing (not neutral or bonus-able performance) as specified
in Performance Price Matrix in Exhibit B, for a consecutive period
of [**], StarTek shall be in breach of this Agreement. StarTek shall
prepare a plan to cure the breach and shall have [**] from the date
of the first date of failure in which to cure the breach. In the
event that StarTek fails to cure the breach within the [**] from the
date of the first date of failure, T-Mobile may terminate the
Agreement for StarTek's breach.
25. PRICING SCHEDULE. T-Mobile shall pay StarTek for Services as provided in
the following schedule. Interim prices apply until[ **] following the
initial ramp period.
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Penalty and Bonus Matrix (KPIs) shall apply [**] following the initial
ramp period and the premium pricing goes into effect.
25.1.INTERIM PRICING. Interim Pricing shall apply until [**] following the
conclusion of the initial ramp period
25.1.1. Standard Rate: [**]
25.1.2. Holiday Rate: [**]
25.1.3. Overtime Rate: [**]
25.2.PREMIUM PRICING. Premium Pricing shall apply as of [**] following the
conclusion of the initial ramp period.
25.2.1. Standard Rate: [**]
25.2.2. Holiday Rate: [**]
25.2.3. Overtime Rate: [**]
25.3. [**.]
25.3.1. [**]
25.3.2. [**]
25.3.3. [**]
25.3.4. [**]
25.3.5. [**]
25.3.6. [**]
25.3.7. [**]
25.3.8. [**]
25.3.9. [**]
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EXHIBIT B [**]
* -- ALL FIGURES ON EXHIBIT B HAVE BEEN REDACTED
[**]
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EXHIBIT C
* -- ALL FIGURES ON EXHIBIT B HAVE BEEN REDACTED
[**]
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EXHIBIT A-6
STATEMENT OF WORK - [**]
This Statement of Work, Exhibit A-6 is incorporated into that certain T-Mobile
USA Service Partner Services Agreement ("Agreement") dated August 1, 2005 by and
between T-Mobile USA, Inc. ("T-Mobile") and StarTek USA, Inc. ("StarTek"). The
Statement of Work shall be effective as of August 1, 2005 and the defined terms
used in this Statement of Work shall have the meanings provided in the Agreement
unless expressly defined herein.
1. GENERAL. StarTek will handle [**] work for T-Mobile. StarTek will maintain
a dedicated program (i.e., StarTek's dedicated representatives shall
handle only T-Mobile work, StarTek's team supervisors shall support only
T-Mobile dedicated representatives and StarTek's team managers will
support only T-Mobile dedicated team supervisors) to perform the Services.
2. HOURS OF OPERATION. Except as otherwise set forth herein, the hours of
operation will be [**]. Any change to the hours of operation on a T-Mobile
line of business at any site by StarTek requires written request and
approval by a Vice President of T-Mobile of the change. Any change to the
hours of operation on a T-Mobile line of business at any site by T-Mobile
requires written notification to StarTek. Any closure of a site or 100%
reallocation of headcount to another site in which a T-Mobile line of
business resides requires written notice to T-Mobile [**] in advance of
the closure or reallocation. Any reallocation of headcount (not due to
forecast change) to another site [**] of the total line of business
headcount requires written to T-Mobile [**] in advance. StarTek will
provide a comprehensive written plan as to how StarTek will maintain
services for the line of business to mitigate impact and prevent tangible
and intangible cost to T-Mobile.
3. CALL VOLUME AND FORECASTING.
3.1. For the purposes of meeting the forecast, StarTek will utilize full
time equivalents ("FTEs") in accordance with this Statement of Work.
An FTE is defined as [**] Customer Facing Employee [**]. An FTE is
not equivalent to headcount.
3.2. FTEs will be classified into the following categories:
3.2.1. Production FTE, which includes FTEs who are agents productive
to the line of business
3.2.2. Training FTE, which includes FTEs who are currently in
training and not productive to the line of business
3.2.3. Get More Academy ("GMA") FTE, which includes FTEs who are
productive to the line of business at least part of their day,
but are still in training
3.2.4. Leave of Absence ("LOA") FTE, which includes all FTEs who
cannot be classified into Production, Training, or GMA.
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3.3. T-Mobile will regularly prepare and deliver to StarTek the following
forecasts for the services to support the proper planning of the
infrastructure required to support the programs:
3.3.1. T-Mobile shall deliver a [**] rolling informational forecast
to StarTek on or before the 15th day of each month (the [**]),
which shall contain forecasted [**] call volumes.
3.3.2. T-Mobile shall deliver a final forecast to the StarTek no
less than 45 days before the 1st day of each [**] for which
the forecast is made, which shall contain a [**] call volume
and Average Handle Time ("AHT") forecast by [**] interval (the
"Final Forecast"). The Final Forecast will contain an updated
[**] volume and AHT forecasts, which will vary no more than
[**] in call volume each day from the [**]. If the Final
Forecast is not delivered in a timely fashion with respect to
a particular month, the appropriate [**] rolling informational
forecast shall be the Final Forecast for such [**].
3.3.3. For informational purposes only, T-Mobile shall deliver a
[**] forecast.
3.4. StarTek will provide to T-Mobile all assumptions used to translate
forecasts into scheduled FTE.
3.5. T-Mobile and StarTek will mutually agree upon and participate in the
preparation of other work volume forecasts, as reasonably required
for the successful performance of the Programs in this line of
business. These may include, without limitation, [**]. As part of
the support structure, StarTek will provide a National Resource
Planning Analyst who will, among other things, assist T-Mobile in
the development of work volume forecasts.
3.6. StarTek will recruit, train, and staff to a minimum of [**] of the
forecasted FTE and be able to handle [**] of the forecasted work
volume. If the Final Forecast for a particular [**] is [**] or more
of the Final Forecast for the proceeding [**], StarTek may add
additional staff to service such increase with the prior consent of
T-Mobile, which consent shall not be unreasonably withheld.
3.7. If the Production FTE count falls [**] below the forecasted FTE,
StarTek will recruit and hire agents to back-fill the attrition. The
recruited agents must start training within fourteen (14) days of
exceeding threshold. The associated training costs are the
responsibility of the StarTek and are not billable to T-Mobile.
3.8. If the FTE requirement drops [**] T-Mobile will work with StarTek in
good faith to back-fill with additional business [**] as StarTek
ramps down to the required FTEs. T-Mobile and StarTek will mutually
agree in writing on the number of FTEs that will be included in the
ramp down.
4. PRODUCTIVITY SPECIFIC TO WORKLOAD TYPE. T-Mobile and StarTek will agree on
productivity measurements specific to the line of business.
5. RAMP. Ramp is defined as any required FTE increase necessary to accomodate
work volume growth of greater than [**] of the volume in the peak [**] of
the prior [**].
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6. RAMP PLANS. For the purposes of this document a Ramp Plan is defined as a
T-Mobile approved plan to add substantial FTEs to a current line of
business or a change to the current line of business with substantial
additions to current StarTek FTEs that support T-Mobile services. StarTek
must submit written Ramp Plans to T-Mobile for written approval by a
T-Mobile operations manager or above.
7. TRAINING.
7.1. Agents will be trained on the T-Mobile standard New-Hire Training
Curriculum. Training for the program shall be in accordance with the
T-Mobile New Hire Training Curriculum. Upon [**] written notice to
StarTek, T-Mobile may change the T-Mobile New Hire Training
Curriculum and the hours required for delivery. Prior to completion
of training, T-Mobile will deliver to StarTek all applicable
application IDs. Sharing of application IDs is prohibited under
T-Mobile policy. StarTek will establish procedures to prevent
sharing of application IDs. Any agent who violates this policy will
be promptly removed from the T-Mobile account.
7.2. Any new hire training conducted for net growth must be approved in
writing by a T-Mobile training manager or above. Written approval
must be attached to the invoice in order to substantiate billable
new hire training. T-Mobile will be kept informed of all attrition
training.
7.3. All agent-level training-period performance, including attendance,
quality, and assessment scores, regardless of whether net growth or
attrition-related, will be reported [**] invoice.
7.4. The ratio of trainers to trainees is not to exceed a classroom level
of [**] The [**] trainers can include a fully-certified trainer with
the support of a supervisor who has been through a certified
training course.
7.5. All costs and expenses for training and training materials for new
agents and any initial and program extension training, or changes or
modifications to the program or continuation training that exceeds
[**] shall be borne by [**] Online options must be used by StarTek
in lieu of printed materials wherever reasonably available. All
written materials must be reused by StarTek where reasonable. [**]
will not reimburse for training or training materials utilized for
attrition-related training. [**] shall not compensate [**] for any
agent who does not complete the training and graduate from [**].
Documented training trackers must accompany all invoices for
approval of billed charges. Documentation must contain as much
information as allowed by law. Information required but not limited
to: Agent name, agent training start date, attendance record, and
assessment and quality scores. All Continuing Education classes are
to be tracked via auxiliary (AUX) or automatic call distributor
(ACD) code and submitted monthly with reporting displaying agent's
name, the exact amount of time spent in each training course, the
name of each training course, and the total time in the month spent
in Continuing Education training. It is StarTek's responsibility to
deliver all appropriate training within the scheduled time frame,
subject to service level considerations.
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7.6. StarTek will schedule Streamline read time not to exceed the amount
of six (6) minutes per day, no more than thirty (30) minutes per
agent per week. Streamline read time must be measured via ACD or AUX
code, or via skill set, and reported monthly. Streamline read time
will be billed at the hourly continuing education training rate and
is subject to the [**] StarTek is responsible for as referenced in
section 7.5.
7.7. StarTek must not graduate any new hire agent from training/GMA to
production if the agent has missed more than 8 hours in the training
classroom, or 16 hours in GMA. The agent must return to the
classroom or GMA as applicable to make up missed time before
graduating to production. T-Mobile must receive written
documentation of the missed time and proof that the time has been
made up before being considered ready for production. New agents
must also pass training assessments at [**] or higher in quality
scores during GMA to graduate from training to production.
7.8. [**] requests for removal of personnel, including, but not limited
to, new trainers and any associated materials, [**].
7.9. If StarTek is not meeting the quality standards set forth in Section
14 below and it is determined by T-Mobile that additional "skill
set" training is required for the StarTek representatives, [**] will
bear the cost of the additional training.
7.10.T-Mobile curriculum is to be facilitated by Certified Facilitators.
Certification to be provided by StarTek. If the StarTek does not
have a certification course they will be required to use the
T-Mobile approved certification course. Facilitators are required to
be certified by either T-Mobile Learning and Development specialist
or their own Certified Training Manager. Non-certified
Supervisors/Operations Managers/Coaches or Team Leads cannot conduct
New Hire Training.
7.11. StarTek will abide by the documented training guidelines.
8. ESCALATION PROCEDURES. StarTek shall utilize T-Mobile-provided escalation
processes, to handle calls beyond the agent's scope of training or for
management support of a customer issue. This process will ensure that each
call that cannot be handled by the agent is then handled by the lead
representative up through the manager before being transferred to T-Mobile
for resolution. If a customer requires management support, the agent shall
transfer the call to a manager. T-Mobile shall update all on-line job
aides that define the escalation procedures for the program when any
changes are made.
9. [**]
9.1. [**]
10. CUSTOMER CARE SYSTEMS. StarTek shall be responsible for costs associated
with workstations and local area network (LAN) infrastructure equipped to
run the most recent version of the [**] deployed at the time of the
implementation of this Agreement. StarTek is hereby granted a license for
the term of this Agreement to use the [**] for the sole purposes of
performing its obligations under this Agreement. StarTek shall also
provide the building, telecommunications switch for the Interactive
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Voice Response (IVR) system, remote monitoring application and associated
toll free number, Universal Power Supply (UPS), desktop computers, office
supplies, and dedicated workspaces in each call center. [**] shall be
responsible for costs associated with wide area network (WAN)
infrastructure (including, but not limited to, the WAN data connectivity
infrastructure, application/database servers, routers, and related
peripherals. [**] shall also be responsible for software required to
support the [**]. T-Mobile will be responsible for the [**], Knowledge
Database, and Call Tracking systems required to support the Services
performed under this Agreement.
11. SYSTEMS USE AND DOWNTIME. Information given to callers or collected by
agents will be directly taken from and/or input into T-Mobile's systems.
In the event that T-Mobile's systems go down, StarTek shall capture call
information in Remedy, or on the downtime forms provided by T-Mobile and
will be instructed on procedure in each scenario as applicable by
T-Mobile. If paper forms are utilized, StarTek agrees that it shall then
input information from these downtime forms once the system is restored.
Turnaround commitment to enter downtime forms into T-Mobile's systems will
be [**] from the time when T-Mobile's systems are restored. If call volume
does not allow for [**] turnaround due to call volume meeting at least
[**] the forecasted volume, another [**] input period shall be granted.
Downtime forms will be destroyed (shredded or burned) or sent to T-Mobile,
as directed by T-Mobile, every [**]. StarTek will assign a special ACD
tracking code to designate when specified representatives are entering
downtime form information into System. StarTek shall provide a downtime
productivity report to T-Mobile displaying time in code, number of
downtime forms processed and occupancy rate. T-Mobile agrees to pay
StarTek the [**] (contingent upon meeting [**] per agent to be agreed upon
by both parties) for entering downtime information as stated in the
Pricing Schedule set forth in Section 24 of this Statement of Work.
12. OVERTIME.
12.1.If the daily work volume will exceed the Final Forecast by more than
[**], StarTek will so notify T-Mobile and will recruit trained
agents to work overtime to support the work handling. If the Final
Forecast is within [**], StarTek must recruit agents to work
overtime to cover the shortage and StarTek shall be responsible for
any overtime expenses. Any additional staffing required for call
volume over [**] Final Forecast must be approved by T-Mobile in
advance. T-Mobile will pay the overtime rate for all approved
overtime.
12.2.The recruiting process for overtime shall be deployed as soon as the
circumstance affecting the call volume variance is identified. If
StarTek identifies the item at least [**] before the occurrence,
StarTek shall use its commercially reasonable efforts to minimize
the financial impact by changing schedules to support the staffing
required. StarTek shall also recruit agents to work overtime on a
[**] basis when the [**] call volume dictates additional staffing
needs to maintain service goals.
12.3.Except as provided above in Section 12.2, StarTek shall obtain
written authorization from T-Mobile for any overtime that may be
required or incurred for the performance of the Programs.
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12.4.A reasonable estimate for the amount of overtime necessary to meet
the Service Level will be provided to T-Mobile for written approval.
Overtime need should be driven by [**] of the forecast. Overtime
resulting from staffing [**].
13. SIGNIFICANT CHANGES. When significant changes occur to the processes
utilized to provide services, T-Mobile has the right to request
information related to compliance and execution of such changes.
14. KPIS. [**] T-Mobile will provide [**] specific KPIs to StarTek USA, Inc.
All KPIs will be mutually agreed upon. 15. REPORTS. T-Mobile and StarTek
will mutually agree upon required reports and timelines by December 1,
2005. The tool for Offline will provide a "canned" set of reports.
16. MONITORING. T-Mobile shall have the right, to the extent permitted by law
and at no additional expense, to monitor at any time (either on-site or
remotely) customer contact calls and/or specific agents to ensure
compliance with performance, operational and quality control standards.
[**] must provide [**] with a remote monitoring solution. There are two
quality monitoring options required: a [**] and a [**]. The [**] would
manage the [**], [**] calls within [**] of being [**]. [**] requires a
minimum of [**] calls per agent per month [**]. [**] must have the ability
to monitor random calls as they come into the queue, or by locating
specific agents [**].
A. HOLIDAYS. StarTek shall observe the following holiday schedule [**].
T-Mobile shall compensate StarTek for holiday rates as identified in
the Pricing Schedule set forth hereunder when applicable to the
location where work is performed. Holiday rates apply to the actual
holiday only.
[**] US HOLIDAYS
[**] New Year's Day (Jan 1)
[**] Memorial Day (last Monday in May)
[**] Fourth of July (July 4)
[**] Labor Day (first Monday in September)
[**] Thanksgiving Day (4th Thursday in November)
[**] Christmas (December 25)
17. SYSTEM DOWNTIME; FORCE MAJEURE.
00.0.Xx the event StarTek determines that system maintenance is necessary,
StarTek will notify T-Mobile of the need for such maintenance [**]
to the maintenance, and will obtain the prior written approval of
T-Mobile to schedule the time and duration of such maintenance. All
routine maintenance shall be scheduled during off-peak system hours.
In no event shall interruption of Services for prior disclosed and
approved system maintenance constitute a failure of performance by
StarTek if performed in accordance with this Section 17. StarTek
shall promptly report to T-Mobile any StarTek system failures,
duration and impact.
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17.2. Except for T-Mobile's obligation to make payments for services
actually performed, each Party's failure to perform shall be excused
where such failure is a result of causes beyond its reasonable
control. Such causes shall include without limitation acts of God,
strikes, lockouts, riots, acts of war, epidemics, governmental
regulations imposed after the fact, fire, communication line
failures of third parties, vandalism, power failures by third
parties, cables cut by third parties, earthquakes, floods or other
similar catastrophes, terrorist activities, failure of the T-Mobile
system or the Internet not related to StarTek actions or inactions,
any law, order, regulation, direction, action or request of any
governmental entity or court or civil or military authority having
jurisdiction over either of the parties, national emergencies,
insurrections, riots, wars, strikes, lock outs, or work stoppages.
In the event of failures to perform for [**] or more as a result of
a force majeure, either Party may terminate the Agreement by giving
written notice to the other Party. Any such notice of termination
shall be effective upon receipt.
17.3.Notwithstanding the foregoing or anything in the Agreement to the
contrary, StarTek shall take commercially reasonable steps to ensure
that the Services shall continue without interruption due to a
StarTek systems failure during the term of the Agreement by
implementing [**] reasonably necessary to provide the Services with
an up-time of [**] (not including scheduled maintenance), which
shall include [**] and the like. The components and execution of
this plan must be reviewed, updated, and tested semi-annually and
results reported to T-Mobile.
18. ALLOCATION OF RESOURCES. T-Mobile acknowledges that upon the occurrence of
a force majeure event or in instances of unusually high demand, demands on
StarTek facilities may exceed such facilities available capacity. In any
such instance, StarTek shall, upon written notice to T-Mobile, be entitled
to equitably prioritize Services and otherwise curtail utilization of its
facilities in a manner so that any degradation to the Services provided to
T-Mobile is (unless agreed otherwise by T-Mobile in writing) no greater
than the level of degradation experienced by StarTek's other customers.
Upon the request of T-Mobile, StarTek shall provide T-Mobile with
reasonable evidence of its compliance with the foregoing.
19. RECRUITING REQUIREMENTS. StarTek recruiting efforts shall meet the
following requirements in the selection process of all personnel hired to
perform the T-Mobile services as described in this Agreement. T-Mobile
reserves the right to audit the selection process.
19.1. A mutually approved customer service assessment
19.2. A behavioral interview
19.3.Background checks, which shall include criminal records, are required
and shall be completed before employment. Costs incurred for
background checks associated with such criminal records [**].
20. STAFFING REQUIREMENTS. StarTek agrees to maintain the following staffing
ratios: [**] StarTek agrees that all managers shall be full-time StarTek
employees. Subject
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to Section 21.1, StarTek will ensure that each person assigned to a
function has the necessary functional and T-Mobile-related training to
successfully perform the function. StarTek must provide specific agent
information up to what the law allows. Information required includes agent
name, T-Mobile agent IDs, start date on T-Mobile line of business,
assessment scores, termination date from T-Mobile line of business,
quality average.
21. All support functions such as StarTek quality, instructional analysts, and
trainers must be housed within the site where the work is being performed
unless otherwise agreed to in writing by T-Mobile.
00.0.Xx addition, before a function is performed by an individual assigned
to that function, StarTek shall verify that the necessary skills
have been attained through the use of certification of skills
program. If T-Mobile reasonably requests StarTek to remove any
personnel performing Services pursuant to this Agreement, StarTek
shall promptly comply with such request, within [**]. In support of
this process, StarTek will do the following:
21.1.1. Team leaders/supervisors shall perform productive work for
at least [**] to maintain their skills. The remainder of their
time shall be used to support agent development, and to
otherwise assist StarTek employees to perform the Services.
21.1.2. Quality Assurance specialists shall perform productive work
for at least [**] to maintain their skills.
21.1.3. Managers, lead representatives, team leaders/supervisors and
trainers must be full-time employees of StarTek and must have
completed T-Mobile National Standard Curriculum Training.
21.1.4. Supervisors will audit a mutually agreeable amount of agent
work per week for accuracy.
22. FRAUD. StarTek shall implement and enforce T-Mobile policies and
procedures as well as StarTek's own procedures to detect and prevent
handset or credit card theft or other fraudulent activity by an employee
or agent of StarTek USA, Inc. StarTek shall cooperate with any T-Mobile
investigation into handset or credit card theft or other fraudulent
activity by an employee or agent of StarTek. If an employee or agent of
StarTek is suspected of committing handset or credit card theft or other
fraudulent activity against T-Mobile, StarTek will promptly notify
T-Mobile of the suspected fraudulent activity and will provide T-Mobile
with information necessary to conduct an investigation, including but not
limited to the employee name, address, contact information, social
security number, emergency contact address and phone numbers, and any
other information that will assist in investigation of the suspected
fraudulent activity. This information will be provided to T-Mobile within
48 hours of the request from T-Mobile.
StarTek. will assume all responsibility for handset theft, credit card
theft or other fraudulent activity by an employee or agent of StarTek or
their failure to follow T-Mobile policies and procedures. [**] to the
following address:
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T-Mobile USA, Inc.
Attn: Xxxxx Xxxxx, Xx. Manager of Investigations
000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
[**] shall be made to T-Mobile within [**] of the date the outsourced
vendor receives an [**].
T-Mobile reserves the right to prosecute any employee or agent of StarTek
who committed fraud against T-Mobile or a customer of T-Mobile.
23. BILLABLE HOURS: For purposes of this Agreement, "Billable Hours" is
defined as:
23.1. Hours [**] to Activations Offline, which [**].
23.2.[**] hours shall not exceed the [**] unless increased workload is
[**] and is [**] in writing.
24. SERVICE LEVELS /BREACH OF SERVICE LEVELS. StarTek shall meet or exceed the
Key Performance Indicator Service Levels as will be provided as referenced
in Section 14.
25. PRICING SCHEDULE. T-Mobile shall pay StarTek for Services as provided in
the following schedule
25.1. PRODUCTION PRICING.
25.1.1. Standard Rate: [**]
25.1.2. Holiday Rate: [**]
25.1.3. Overtime Rate: [**]
25.2. AGENT TRAINING.
25.2.1. [**]
25.2.2. [**]
25.2.3. [**]
25.2.4. [**]
25.2.5. [**]
25.2.6. [**]
25.2.7. [**]
25.2.8. [**]
25.2.9. [**]
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