IVR PLATFORM SERVICE AGREEMENT
BETWEEN
TELUS COMMUNICATIONS INC.
AND
REVERE COMMUNICATIONS INC.
THIS AGREEMENT made this 16th day of June, 1998 (the "Effective Date").
Between:
TELUS COMMUNICATIONS INC.,
a duly incorporated business corporation
carrying on business in the Province of Alberta
("TELUS")
And
Revere Communications Inc.,
a duly incorporated business corporation
carrying on business in the Province of Alberta
("Revere")
Whereas TELUS is a provider of telecommunications network services, and is also
a supplier of prepaid long-distance calling cards;
And whereas Revere is a provider of interactive voice response services, also
refered to as IVR services, and is also a supplier of prepaid long-distance
calling cards;
And whereas Revere has agreed to use TELUS' telecommunications network services
as the network upon which Revere's IVR platform will operate;
And whereas TELUS and Revere intend to collaborate with one another with respect
to the production, sales and distribution of their respective prepaid
long-distance calling cards;
And whereas TELUS wishes to acquire certain IVR services from Revere and Revere
is willing to provide such IVR services upon the terms and conditions set out in
this Agreement.
NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS CONTAINED HEREIN, THE PARTIES
AGREE AS FOLLOWS:
ARTICLE 1
INTERPRETATION
Definitions
1.1 The definitions set out below shall govern the meaning of the terms
defined therein when used in this Agreement unless there is something
in the subject matter or context patently inconsistent therewith.
"Access Minutes" means total inbound minutes starting from the time a
caller is connected to the IVR Platform to completion of the call.
"Business Day" means any day except a statutory holiday observed in the
Province of Alberta or a Saturday or a Sunday.
"Card Sponsor" is a person or business that sets out the specifics of a
Prepaid Card Program and signs the order form. This can include TELUS,
Revere or any business or individual contracting Revere to establish a
Prepaid Card Program.
"Confidential Information" means any data or information that is of
value to the disclosing Party, is not generally known in the industry
or to competitors of that Party, and is identified as being
confidential at the time of disclosure.
Confidential Information includes, but is not limited to:
a. technical, financial and business information and models,
information relevant to the current or proposed business plans
of the disclosing Party, reports, market projections,
analyses, work papers, comparisons, studies, or other
documents which contain such information;
b. Confidential Information disclosed either directly, in oral or
tangible form, or indirectly, by permitting the receiving
Party or its employees to observe various operations or
processes conducted by the disclosing Party;
c. Confidential Information of the disclosing Party's parent,
affiliates, employees or agents; or
d. any material or documents prepared by the receiving Party that
is based on or contains any Confidential Information disclosed
by the disclosing Party.
Confidential Information does not include information that:
a. becomes available in the public domain through no act of the
receiving Party;
b. is disclosed in good faith to the receiving Party by a third
Party having legitimate possession and the right to make such
disclosures;
c. was already known by the receiving Party without any
obligation of confidence prior to disclosure; or
d. was developed independently by the receiving Party prior to
disclosure of any of the disclosing Party's Confidential
Information, or by employees of the receiving Party who have
not had access to the Disclosing Party's Confidential
Information.
"Continental North America" includes mainland North America
and Hawaii and does not include a U.S. Posession, a U.S. Territory or
the Caribbean.
"Conversational Minutes" means (inbound minutes + outbound minutes)/2.
"End User" for the purposes of Customer Service (as described in
Schedule A, Exhibit A), is the person using a Prepaid Phone Card to
make a long distance phone call. The End User can also be termed
Caller, Customer or Card Holder.
"IP Right" is defined as any patent, copyright, trade secret, trade
name, trademark, or any other proprietary right of any third Party
enforceable in Canada or elsewhere.
"IVR" means Interactive Voice Response.
"Major Breach" means on the part of Revere, the repetitive occurence of
a Major Deviation; on the part of TELUS, non payment beyond (30) days
after an undisputed amount becomes due under this Agreement; on the
part of either of the parties: breach of the exclusivity or
confidentiality provisions as found hereunder, as well as any material
breach of the terms and conditions of this Agreement.
"Major Deviation" means the occurrence of one (1) or more of the
following events:
(a) Revere is assessed 50 credit points in a single month; or
(b) The cumulative credit points assessed by TELUS exceeds 150
points in any six (6) month period.
"Prepaid Card Program" refers to the design of the physical prepaid
phone card, its associated IVR applications and, where appropriate, its
distribution network.
"Prepaid Phone Card" means a TELUS branded or TELUS co-branded prepaid
phone card with a predetermined monetary limit that allow customers to
place station to station message toll calls through a 800/888 access
number using IVR services. This Agreement is limited to opportunities
related to the provision of prepaid phone card services using inbound
and outbound toll (TELUS) on an external (Revere) platform.
"Service Availability" is calculated as:
Service Availability (%) =
100 - [100 x (Duration of Unplanned Outages)] / (24Hr/Day x 60 Min./Hr
x Number of Days in the Month)
Where: (a) "Duration" is measured in minutes from the time a caller
is connected to the IVR platform to
the time a caller terminates the call.
(b) "Duration Unplanned Outages" is the sum of the duration of
unplanned service outages less outages directly
attributable to TELUS. The duration is measured from the
time of the occurrence of the outage until the outage has
been corrected and the Services are re-established.
"Service Levels" ean the service levels as described in Schedule "D".
"Service Level Credits" mean credits which are assessed when the
Services fall below Service Levels in accordance with Schedule "E".
"Service" refers to the Prepaid Phone Card services to be provided by
Revere to TELUS under this Agreement, as described in Schedule "A".
"7X24" means 7 days per week, 24 hours per day.
"Termination Transition Plan" means the transition plan referenced in
Article 12 of this Agreement.
Accounting Terms
1.2 Unless and to the extent otherwise expressly agreed in writing, Revere
is responsible for the costs it incurs in the performance of its
obligations under this Agreement. All accounting terms not specifically
defined herein shall be construed in accordance with Generally Accepted
Accounting Principles.
Currency
1.3 All references to currency are deemed to mean lawful money of
Canada unless expressed to be in some other currency.
Incorporation of Schedules and Appendix
1.4 The following Schedules annexed hereto, are incorporated in and form a
part of this Agreement:
Schedule "A" Service Description Schedule "B" Fee
Schedule Schedule "C" Invoicing and Payment
Schedule "D" Service Performance and Measurement
Schedule "E" Service Level Credits Schedule "F"
Change Order Process
Any references to this Agreement shall mean this Agreement and all
Schedules thereto. In the event of a conflict or inconsistency between
the terms and conditions of a Schedule and the terms and conditions of
this Agreement, without its Schedules, the terms and conditions of the
latter shall prevail.
Singular, Plural, Gender and Person
1.5 Wherever in this Agreement the context so requires, the singular number
shall include the plural number and vice versa and any gender herein
used shall be deemed to include the feminine, masculine, or neuter
gender and "person" shall mean an individual, partnership, corporation
(including a business trust), joint stock company, trust,
unincorporated association, joint venture, or other entity or a
government or any agency, department or instrumentality thereof and
vice versa.
Headings
1.6 The division of this Agreement into Articles and the insertion of
recitals and headings are for convenience of reference only and shall
not affect the construction or interpretation of this Agreement.
Agreement
1.7 The terms "hereof", "hereto", "herein", "hereunder" and similar
expressions refer to this Agreement and not to any particular Article
or other portion thereof and include any agreement supplemental hereto.
Severability
1.8 Each provision of this Agreement is intended to be severable and if any
provision is determined by a court of competent jurisdiction to be
illegal or invalid or unenforceable for any reason whatsoever, such
provision shall be severed from this Agreement and shall not affect the
legality or validity or enforceability of the remainder of this
Agreement or any other provision hereof.
Governing Law
1.9 This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the Province of Alberta and the laws of
Canada applicable therein. The Courts of the Province of Alberta shall
have exclusive jurisdiction over all matters arising in relation to
this Agreement that are not subject to the dispute resolution
provisions contained herein and each Party submits to the jurisdiction
of the Courts of the Province of Alberta.
Time of the Essence
1.10 Time is of the essence in this Agreement.
Date for Any Action
1.11 In the event that any date on which any action is required to be taken
hereunder by any of the parties is not a Business Day, such action
shall be required to be taken on the next succeeding day which is a
Business Day unless otherwise provided in this Agreement.
Financial Responsibility
1.12 Financial responsibility relating to a particular function lies with
Revere who has the responsibility of performing that function unless
otherwise indicated in this Agreement.
Exercise of Discretion
1.13 Whenever any Party is entitled to act in its discretion under this
Agreement, such Party shall act reasonably and not arbitrarily in
exercising such discretion, except where expressly specified otherwise.
ARTICLE 2
SERVICES
2.1 Commencing the Effective Date, Revere shall provide the Services, set
out in Schedule "A" hereto, to TELUS in accordance with the terms and
conditions of this Agreement.
2.2 The Services shall at all times conform to the details, specifications,
implementation, delivery schedules and performance standards described
in Schedule "D" attached hereto.
2.3 Either Party may request a change to the Services in accordance with
the change order process set out in Schedule "F".
ARTICLE 3
TERM AND TERMINATION OF AGREEMENT
3.1 This Agreement shall be deemed to come into force on the Effective Date
for a term of (1) year. This Agreement shall automatically renew itself
on the same terms and condition for (2) successive terms of (1) year
each, unless either Party serves notice to the contrary upon the other
not less than (60) days prior to the end of the term then expiring.
3.2 Either Party may terminate this Agreement without cause at any time
upon (60) days written notice.
3.3 TELUS may terminate this Agreement, upon (30) days written notice, in
the event that the Stentor Revenue Settlement Rules change.
3.4 Either Party may terminate this Agreement, immediately upon written
notice, in the event of a change in corporate control of the other
Party.
3.5 Either Party may terminate this Agreement immediately upon an
occurrence of any of the following:
(a) a Major Breach by the other Party;
(b) the other Party becoming insolvent or bankrupt;
(c) the other Party making an assignment for the benefit of creditors;
(d) the other Party appointing a receiver or trustee in bankruptcy; or
(e) upon any proceeding in bankruptcy, receivership or liquidation being
instituted against a Party and continuing for thirty (30) days without
being dismissed.
Such termination shall be without prejudice to any right or remedy which the
terminating Party may have at law or in equity.
3.6 In the event that this Agreement is terminated pursuant to the
provisions of Article 3, the right to all TELUS toll and account
identifier numbers and PINS for TELUS contracts shall revert to TELUS.
3.7 The termination of this Agreement shall not have the effect of
affecting or voiding any accounts or claims in respect of Service
provided and obligations accrued prior to the effective date of
termination and such obligations shall survive in accordance with
Article 12.
ARTICLE 4
PRICE AND PAYMENT
4.1 TELUS shall pay Revere for the Services the amounts set out in Schedule
"B" within 30 days of receiving Revere's related invoice, subject to
TELUS validation. Revere's invoices will be issued monthly, in arrears.
4.2 A late payment charge at the compound rate of 1.5% per month (19.56% a
year) shall be assessed on all amounts in excess of $50.00 when payment
of an invoice has not been received within the time period for payment
of the invoice.
4.3 In the event that TELUS disputes an invoice, TELUS may withhold the
disputed amount pending resolution of the dispute. Revere may levy
interest charges of 10% per annum on any payments which are witheld
provided that such interest shall only be payable if the disputed is
resolved in favour of Revere.
4.4 The charges described in Schedule "B" are, except as otherwise
provided in Schedule "B", exclusive of all taxes.
ARTICLE 5
PREFERRED STATUS
5.1 Revere shall use ** trunking and connectivity and
network services in connection with the Services provided under this
Agreement.
5.2 All of the prices, terms, conditions, warranties and benefits
(collectively, "the Contract Terms") granted by Revere to TELUS under
this Agreement shall be as of the Effective Date and, thereafter, for
the remainder of the Term, in all material respects as favorable as the
Contract Terms offered by Revere to any other customer taking into
account all the circumstances of this transaction including volumes,
operating conditions and the duration of this Agreement. Revere shall
cooperate with TELUS to periodically verify the foregoing.
5.3 Revere shall be TELUS' preferred vendor for IVR Platform services. The
term "preferred vendor" shall mean that where cost and business
rationale justify, TELUS shall provide Revere with the opportunity to
propose an arrangement for the provision of IVR Platform services for
TELUS Prepaid Phone Cards. Negotiations with respect to use of the
Revere IVR Platform services in such circumstances shall proceed on a
case by case basis, based on sound business rationale, operating
efficiencies and cost.
(**Represents redacted material made pursuant to a confidential treatment
request)
ARTICLE 6
DISPUTE RESOLUTION
6.1 If during the term of this Agreement, either Party has cause to believe
that the other Party is not fulfilling its obligations under the terms
of this Agreement or a Party raises a dispute relating to the validity,
construction, meaning, performance or effect of this Agreement or the
rights and obligations of the parties or any matter arising out of or
connected with this Agreement, then the dissatisfied Party shall give
written notice to the other Party of its objections and the reasons
therefor. The Management Committee shall attempt to reach a mutual
agreement to overcome the objections within (30) days of notification
of dispute.
6.2 Except as provided elsewhere in this Agreement, any controversy,
dispute, or claim that is of a fundamental nature in relation to this
Agreement (including the question whether any particular matter is
arbitrable hereunder) which cannot be resolved in the manner set forth
in 6.1, shall, at the written request of one Party to the other not
less than sixty (60) days in advance of submittal to arbitration, be
submitted to arbitration in accordance with the Arbitration Act, S.A.
1991, c.43.1 or any statutory modification or re-enactment thereof,
(the "Act"). The arbitrator shall sit in Calgary, Alberta.
6.3 TELUS and Revere shall continue the performance of their respective
obligations during the resolution of any dispute or disagreement,
including during any period of arbitration, unless and until this
Agreement is terminated or expires in accordance with its terms and
conditions. The determination resulting from the arbitration process
shall be non-binding upon the parties to the arbitration.
6.4 Each Party shall bear their own costs for arbitration.
6.5 Notwithstanding anything else in this sub-article, where the arbitrator
conducts a hearing or otherwise receives evidence from a Party to the
arbitration or their respective employees, agents, consultants or
advisors ("Advisors"), such evidence shall be treated as Confidential
Information of the Party on whose behalf the evidence is presented and
the Advisors shall enter into a form of non-disclosure agreement in a
form acceptable to the disclosing Party as a precondition to receiving,
reviewing or auditing any Confidential Information of the disclosing
Party in the arbitration.
6.6 If a Party desires a remedy that an arbitrator is unable by law to
provide, that matter shall be excluded from arbitration. The following
additional matters shall also be excluded from arbitration:
(a) a decision by either Party to terminate this Agreement;
(b) any law suit involving third parties;
(c) intellectual property claims whether initiated by third parties or by
the Parties to this Agreement; or
(d) any actions arising from an alleged breach the provisions of this
Agreement relating to Confidential Information.
ARTICLE 7
MANAGEMENT COMMITTEE
7.1 TELUS and Revere agree that a management committee (the "Management
Committee") composed of an equal number of representatives from TELUS
and Revere shall be formed to monitor and administer the performance of
each Party's respective obligations under this Agreement.
7.2 The Management Committee will:
(a) have equal decision making abilities;
(b) provide and review complete reporting of activities and results on an
ongoing basis for the term of this Agreement;
(c) identify and develop further common areas, interests and initiatives;
and
(d) engage in such other activities as may be required to facilitate the
performance of each Party's respective obligations under this
Agreement.
7.3 Decisions of the Management Committee will be made through a process of
discussion and consensus.
7.4 Each Party shall bear their own costs in respect of the Management
Committee and its activities.
ARTICLE 8
CONFIDENTIAL INFORMATION
8.1 Subject to this Article 8, each Party agrees to preserve in confidence
and secrecy all Confidential Information of the other Party, and will
not use same for its own purposes except for the sole purpose of
fulfilling its obligations under this Agreement and will not reveal the
content or existence of such Confidential Information to persons not
authorized in writing by such other Party to receive the same and will
take all reasonable security precautions necessary to prevent
unauthorized parties from obtaining such Confidential Information. The
recipient of the Confidential Information agrees to use the same care
and discretion to avoid disclosure, publication or dissemination of
Confidential Information as it uses with its own similar information
that it does not wish to disclose, publish or disseminate, and in any
event, shall exercise a reasonable degree of care with respect to
Confidential Information provided by the other Party. Notwithstanding
the foregoing, a Party may disclose such information to any of its
agents, subcontractors and affiliates involved in the performance of a
Party's obligations under this Agreement, with the prior written
consent of the other Party, such consent not to be unreasonably
withheld, if such disclosure is necessary to permit the agent,
subcontractor or affiliate to perform its duties hereunder provided
that: (i) any disclosure to such agents, subcontractors and affiliates
shall be under terms and conditions identical to those provided herein;
and (ii) the said disclosing Party shall take all necessary action to
ensure compliance with such terms and conditions by any such agent,
subcontractor or affiliate; and (iii) the said disclosing Party shall
assume responsibility for any unauthorized disclosure of Confidential
Information by such agent, subcontractor or affiliate. Notwithstanding
any other revision of this Agreement, this Article 8 shall survive
termination of this Agreement.
8.2 Neither Party will make nor permit to be made any copies, abstracts or
summaries of any of the other Party's Confidential Information or use
any such Confidential Information except in pursuance of its
obligations under this Agreement and for the sole use and account of
such other Party.
8.3 The obligations in Article 8 shall not apply to:
(a) Confidential Information that has been published or has otherwise
entered the public domain without a breach of this Agreement,
(b) Confidential Information that is acquired from third parties on a
non-confidential basis who did not have an obligation of
confidentiality owing to the disclosing Party for the information,
(c) information that was already in the receiving Party's possession or
was known to the receiving Party before that Party received the
Confidential Information, or
(d) information that is independently developed by the receiving Party
without the use of the Confidential Information.
The burden of proof in respect of any exception in Article 8.3 shall be upon the
Party seeking to rely on the exception.
8.4 It is not a breach of this Agreement to:
(a) disclose Confidential Information that is required to be disclosed by
law, judicial or arbitration process or by governmental authorities so
long as the receiving Party provides the disclosing Party with
reasonable prior notice of such requirement in order to permit the
disclosing Party to interpose an objection or seek an appropriate
order to prevent or limit disclosure, or
(b) disclose Confidential Information that has been disclosed by the
receiving Party with the prior written consent of the disclosing
Party.
8.5 The receiving Party pursuant to this Article 8 acknowledges that, in
the event of breach of this Agreement by it or by its agents, the other
Party shall be irreparably harmed and shall be entitled to equitable
relief, including injunction, in addition to any right at law to
damages (including reasonable legal and other expenses) in respect of
any harm arising from such breach.
8.6 The receiving Party pursuant to this Article 8 acknowledges that no
license is hereby granted directly or indirectly under any patent,
trade secret, trademark or copyright now held by, or which may be
obtained by or which is or may be licensable by the disclosing Party
with respect to Confidential Information. Unless expressly provided
herein, this Agreement shall not be construed as granting or conferring
any rights by license or otherwise, express or implied, for any
invention, discovery or improvement made, conceived or acquired prior
to or after the Effective Date.
8.7 This Agreement shall be considered Confidential Information for the
purposes of this Article 8.
ARTICLE 9
SECURITY
9.1 TELUS shall have the right, subject to Revere's reasonable access
security requirements, to make visits to any Revere facilities related
to the Services, including without limitation call centres and the IVR
platform location, to review security measures respecting Service data,
and if deficiencies are identified by TELUS, additional security
practices shall be implemented. Revere shall cooperate with TELUS in
identifying, tracking and closing security exposures.
9.2 Revere will keep, in accordance with Generally Accepted Accounting
Principles, books, statements, accounts and records pertaining to this
Agreement. Revere shall preserve all books, statements, accounts and
records for a period of seven (7) years following the expiration or
termination of this Agreement.
9.3 TELUS shall have the right to appoint an auditor or auditors, who may
or may not be employees of TELUS, who shall have access, at all
reasonable times, subject to signing a reasonable and appropriate
confidentiality agreement, to the books, statements, accounts and
records of Revere relating to this Agreement. Such access shall be for
the purposes of determining Revere's compliance with all the terms of
this Agreement, and for verification of all reimbursable costs and
other charges payable under this Agreement.
9.4 Revere shall follow such reasonable operational security procedures as
TELUS may from time to time direct in writing. Revere may request
TELUS' consent to vary from these standards as reasonably required by
Revere, which consent shall not be unreasonably withheld.
9.5 Revere shall comply with the Canadian Standards Association Model Code
for the Protection of Personal Information dated December 1994 (Rev 94
12 15).
ARTICLE 10
REPRESENTATIONS, WARRANTIES, LIABILITY, INDEMNITY
10.1 In addition to the representations, warranties and liabilities set
forth elsewhere in this Agreement, Revere represents and warrants the
following:
(a) the Service shall:
(i) comply with this Agreement;
(ii) be performed in a safe and environmentally sound manner;
(iii) be performed by competent and skilled personnel; and
(iv) be of the highest professional quality and all reports,
recommendations and conclusions shall be prepared in
accordance with the highest professional standards;
(b) the Services, before, during or after the calendar year 2000, includes
or shall include, at no added cost to TELUS, design and performance
functionality so the Services shall not experience abnormally ending
and/or invalid and/or incorrect results. The Services shall be
designed to ensure year 2000 compatibility and shall be capable of and
perform date data century recognition, calculations that accommodate
same century and multicentury formulas and date values, and date data
interface values that reflect the century;
(c) where applicable, Revere warrants that it and its employees are in
good standing with their professional association or body governing
such profession including the payment of all required dues and
insurance levies;
(d) it shall utilize all reasonable best efforts to:
(i) rectify any fault in the system which has caused, or which Revere
reasonably believes will cause, a failure to meet the Service
Levels;
(ii) reconstruct, at Revere's own cost, data lost or destroyed due to
Revere's negligent acts or omissions, or any fault of the system;
and
(iii) rectify any fault in the hardware which has delayed or which
Revere has reason to believe will delay, the availability of the
Service;
(e) Revere has the right to enter into this Agreement and perform all of
its obligations hereunder and this Agreement and all Services
provisioned by Revere hereunder do not violate the laws or regulations
of Canada or any other applicable jurisdiction;
(f) Revere shall notify TELUS as soon as possible (and in no event later
than the time periods specified in Schedule "D") of:
(i) situations which will impact the Service;
(ii) any situation which materially affects the ability of customer to
access the Service; or
(iii)any material defects in workmanship, errors, or omissions in the
Service;
(g) that neither Revere nor Revere's personnel shall damage or destroy any
of TELUS' or a Customer's property or systems;
(h) that **; and
(i) if additional hardware or software is required to be added to the
system to enable Revere to provide the Service in accordance with the
requirements of this Agreement, Revere shall, at its own cost, acquire
or license, as applicable, and install such software or hardware.
10.2 Revere shall indemnify, defend, at its own expense, any action or claim
by a third Party against TELUS that the Services or any component part
thereof it infringes any IP Right and shall pay any settlement or
judgment to the extent it is based on such a claim or action provided
that TELUS shall promptly notify Revere of any alleged infringement of
such a IP right and TELUS shall provide Revere, at Revere's expense,
all reasonable assistance in the conduct of the defense. Revere shall
be bound by and shall pay the amount of any settlement, compromise,
final determination or judgment reached while Revere has the conduct of
such a defense. Revere shall indemnify TELUS against any loss, costs,
expense (including legal fees on a solicitor and own client basis) and
liabilities for which TELUS is responsible pursuant to such third Party
claim.
10.3 In the event that any component of the Services, in Revere's opinion,
might lead to or does become the subject of a claim of infringement or
violation of an IP right, Revere shall, at its expense, procure for
TELUS the right to continue using the offending component of the
Services, or modify it to become non-infringing; provided that the
Services shall still meet or exceed the Service Performance standards
set out in Schedule "D" and, without diminishing Revere's obligations
under the foregoing Article 10.2.
10.4 Neither TELUS nor Revere shall be liable to the other in connection
with any single event or series of related events for:
(a) any special, incidental, indirect or consequential loss or damage of
any kind whatsoever including any third Party claims, even if a Party
knew or ought to have known of the possibility of the losses, damages
or third Party claims, and whether or not the third Party claim is
made in contract or in tort, including negligence, arising out of the
delayed performance, performance or non-performance of any of its
rights or obligations under this Agreement;
(b) subject to Article 10.4(a), any damages, in the aggregate exceeding
the amount paid by TELUS to Revere under this Agreement in the three
(**Represents redacted material made pursuant to a confidential treatment
request)
(3) months preceding the event that caused the damages or is the
subject of the claim, except that the foregoing limitations of
liability, including the general limitation of liability set out in
Article 10.4(a) shall not apply to the following:
(i) claims made by third parties where the claim results in a finding
of joint and several liability but only to the extent that any
Party is required, due to its joint liability, to pay damages
(regardless of the type or amount) which are the legal
responsibility of one or more of the other parties;
(ii) breach of the provisions of this Agreement relating to
Confidential Information;
(iii)claims for personal injury or death or damage to real property
or tangible personal property to the extent caused by the other
Party's negligence or willful misconduct under this Agreement;
(iv) claims where a Party is required to pay damages (regardless of
the type or amount) to a third Party due to the infringement of
an IP Right, including without limitation, an accounting for
profits; and
(v) losses or damages to the extent that they are recoverable under
any insurance policy or arrangement.
10.5 The terms of this Article 10, including all disclaimers and limitations
herein, shall apply regardless of the nature of the cause of action,
demand, or action including but not limited to breach of contract,
negligence, tort, patent/intellectual property infringement or any
other legal theory and shall survive a fundamental breach or breaches
and/or failure of the essential purpose of this Agreement, or of any
remedy contained herein. Only an authorized officer of each Party may
make modifications to this Article 10 or make additional warranties
binding on a Party. Such modifications or additional warranties must be
in writing.
ARTICLE 11
SERVICE LEVEL CREDITS
11.1 Service Level Credits will be assessed and applied as described in
Schedule "E". If Service Levels are at an unacceptable level, a Major
Breach will be deemed to have occurred.
ARTICLE 12
ORDERLY TRANSITION ON TERMINATION OR EXPIRY
12.1 If this Agreement is terminated prior to the expiry of the Term for any
reason other than a Major Breach by one of the Parties or, if as a
result of a Major Breach by one of the Parties, then at the option of
the Party which has not committed the Major Breach:
(a) TELUS and Revere shall continue to carry out their obligations
pursuant to this Agreement during the Termination Transition Period;
(b) TELUS and Revere shall jointly prepare a Termination Transition Plan
within 60 days from the notice of termination;
(c) TELUS shall be responsible for payment for Service during the
Termination Transition Period in accordance with this Agreement unless
otherwise mutually agreed;
(d) Revere shall be responsible for the cost of copying and moving
software and data files;
(e) each of TELUS and Revere shall carry out their respective obligations
as described in the Termination Transition Plan;
(f) within thirty (30) days of the tabling of the Termination Transition
Plan, the Party initiating termination may decide not to proceed with
termination;
(g) each Party shall utilize reasonable efforts to minimize the costs
associated with the Termination Transition Plan; and
(h) each Party shall provide reasonable assistance to the other Party at
no additional cost during the Termination Transition Period, unless
specifically provided for elsewhere in this Agreement.
12.2 If this Agreement is terminated because of a Major Breach by TELUS,
then TELUS shall be responsible for reasonable incremental costs
incurred by Revere related to the provisions under Article 12.1.
12.3 If this Agreement is terminated because of a Major Breach by Revere,
then Revere shall be responsible for reasonable incremental costs
incurred by TELUS related to the provisions under Article 12.1.
12.4 Notwithstanding anything to the contrary contained in this Agreement
respecting dispute resolution, either Party may compel the other to
fulfill its obligations set forth in this Article 12 through injunctive
relief, it being acknowledged and agreed by both parties that specific
performance is an appropriate remedy.
12.5 The rights and remedies of the parties as set forth in this Article 12
are in addition to and do not preclude the parties in any way from
exercising such other or alternative rights and remedies as are
available to the parties at law.
ARTICLE 13
INSURANCE
13.1 Revere shall, without limiting its obligations for liability under this
Agreement, at its own expense, obtain and maintain in full force and
effect, throughout the entire term of this Agreement, the following
insurance coverage in a form acceptable to TELUS and with a reputable
insurance company:
(a) Comprehensive General Liability Insurance in an amount not less than
five million dollars ($5,000,000.00) inclusive per occurrence against
liability for bodily injury, personal injury, death and property
damage including loss of use; and, without restricting the generality
of the foregoing provisions of this Article 13.1, such coverage shall
include Contractual Liability, Tortious Liability, Contractor's
Protective Liability, Products and Completed Operations and Contingent
Employer's Liability. TELUS, its officers, employees, servants and
agents shall be named as additional insureds in respect of the
Services and such insurance shall also insure all subcontractors and
anyone employed directly or indirectly by Revere or its subcontractors
to perform a part or parts of the Services under this Agreement; and
(b) Employer's Liability Insurance covering each employee engaged in the
execution of the work to the extent that such employee is not covered
by Workers' Compensation.
13.2 Insurance policies provided pursuant to this Article 13 shall be in
accordance with the following terms and conditions:
(a) property and equipment insurance policies maintained by Revere shall
include a waiver of subrogation in favour of TELUS;
(b) insurance policies shall contain a provision obligating the insurer to
give TELUS thirty (30) days advance written notice of cancellation or
of any material changes to this Agreement; and
(c) the Comprehensive General Liability insurance policy shall contain a
cross-liability clause.
13.3 Revere shall have the insurance required in full force and effect prior
to execution of this Agreement and prior to the commencement of the
provision of Services and shall, on demand, and at such times as TELUS
may reasonably request, provide TELUS with evidence of all insurance in
the form of certificates.
ARTICLE 14
GENERAL
14.1 Neither this Agreement nor any rights hereunder may be assigned by
either Party without the prior written consent of the other Party,
which will not unreasonably be withheld, except that TELUS may assign
this Agreement to an affiliate without the necessity of consent.
14.2 Revere shall not subcontract the delivery of all or part of the
Services of this Agreement to any other Party without the prior written
consent of TELUS. The approval by TELUS of a subcontractor shall not
relieve Revere of its obligations under this Agreement. Each
subcontractor will be bound by all the terms and conditions of this
Agreement and do all such things as fully and effectively as if it were
named as a Party to the Agreement in the place and stead of Revere.
Nothing will relieve Revere from any liability to TELUS arising as a
consequence of a default by the subcontractors in the provision of the
Services as required by this Agreement.
14.3 Neither Party shall be liable or deemed to be in default for any delay
or failure in performance under this Agreement or interruption of
service resulting directly or indirectly from Acts of God, civil or
military authority, acts of a public enemy, war, riot, civil
disturbance, fire, explosion, earthquake, flood, strike, lockout, labor
disturbance, or any other cause beyond the reasonable control of such
Party. In any such event, the Party responsible for performance of an
obligation will be excused from the performance of such obligation
affected by such event for as long as such circumstances prevail and
such Party continues to use reasonable efforts to recommence
performance without further delay.
14.4 It is agreed that neither Party shall make public statements or issue
publicity or media releases with regard to this Agreement, the contents
of this Agreement or the relationship between the parties without the
prior written approval of the other Party, such approval not to be
unreasonably withheld or delayed.
14.5 Each Party, with respect to the subject matter of this Agreement,
shall:
(i)conduct business in a manner that reflects favourably at all times
on the good name, goodwill and reputation of the other Party; and
(ii) not make any warranty or representation to anyone that would give
the recipient any claim or right of action against any other
Party.
14.6 All notices, requests, demands or communications required or permitted
hereunder shall be in writing, delivered personally or by courier,
certified or registered mail to the respective addresses as set forth
below (or at such other addresses as shall be given in writing by
either Party to the other). All notices, requests, demands or
communications shall be deemed to have been given upon personal
delivery or when received if sent by certified or registered mail.
If to TELUS, at : TELUS Communications Inc.
Floor 26
411 - 1st Street, S.E.
Xxxxxxx, Xxxxxxx X0X 0X0
Attention : Vice President - Card, Operator &
Payphone Services
If to Revere, at : Revere Communications Inc.
Xxxxx 0000, 0000 - 0xx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Attention : President
14.7 The parties shall with reasonable diligence hold all meetings, perform
all acts, execute and deliver all documents and instruments, do all
such things and provide all such reasonable assurances as may be
reasonably necessary or desirable to give effect to the provisions of
this Agreement.
14.8 This Agreement may not be amended except by written instrument signed
by all of the parties. No indulgence or forbearance by any Party
hereunder shall be deemed to constitute a waiver of its rights to
insist of performance in full and in a timely manner of all covenants
of each of the other parties hereunder and any such waiver, in order to
be binding upon a Party, must be express and in writing and signed by
such Party and then such waiver shall be effective only in the specific
instance and for the purpose for which it was given. No waiver of any
term, covenant or condition by any Party shall be deemed to be a waiver
by such Party of its rights to require full and timely compliance with
the same term, covenant or condition thereafter, or with any other
term, covenant or condition of this Agreement at any time.
14.9 The terms of this Agreement which, by their nature, extend beyond the
Term of this Agreement shall survive any termination or expiration .
14.10 Nothing in this Agreement shall be construed as establishing a
partnership, joint venture, or employer-employee or principal and agent
relationship between Revere and TELUS. Each Party hereto is independent
and may not, at any time or in any manner whatsoever, bind or oblige
the other Party except as may be expressly provided in this Agreement.
14.11 This Agreement constitutes the entire understanding of the parties and
replaces and supersedes all prior or contemporaneous written and oral
agreements with regard to the subject matter hereof. This Agreement may
not be modified or amended except by written documentation signed by
both parties.
14.12 This Agreement may be executed in counterparts, each of which shall be
deemed to be an original as against any Party whose signature appears
thereon, and all of which together shall constitute one and the same
Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
herein above first written.
TELUS COMMUNICATIONS INC.
Per :
-----------------------------
Print Name
-----------------------------
Title
-----------------------------
Date
REVERE COMMUNICATIONS INC.
Per :
-----------------------------
Print Name
-----------------------------
Title
Per :
-----------------------------
Print Name
-----------------------------
Title
-----------------------------
Date
Exhibit A
[OBJECT OMITTED]
-------------------------------------------------------------------------------
Technical Process
Technical Dept Hierarchy 2
Maintenance 2
Data Backup
Scheduled Downtime
Provisioning 3
Provisioning Process
Creating PINs
Developing Custom Programs
Custom Voice Prompts
Project Tracking
Capacity Measurement and Critical Capacity 5
Customer Service 5
Troubleshooting - Escalation Procedure
Troubleshooting - CSR Question Line
Call List
Technical Staff 7
Technical Skills Required
Job Description
Reporting 8
Billing Reporting
Daily Logs
Reporting Process
Technical Policies and Procedures
Revision Date: April 28, 1998 and supercedes previous Technical
Policies/Procedures
MATERIAL CONTAINED HEREIN IS CONFIDENTIAL
Document I.D. :TECHA0001
Technical Department Hierarchy
CEO/President
Accounting
/
Vice President of
Research and Development
/
Technical Group
/
Customer Services
This organizational chart specifies the reporting and authority process for the
technical department. As of the Effective Date, the Vice President of Research
and Development is Xxxxxxx Xxxxxxx.
Maintenance
Data Backup
The switch server has a Raid Xxxxx 0 - 0 xxxxx xxxxx (3 live drives and 2 hot
spares) and will be using SQL Server 6.5 database software with replication to
maintain a complete mirror of all switch database devices in the Vancouver area.
Data will be consistent within 45 minutes.
Further, the switch server will have a Ditto Max 7 Gig tape back up unit using
ArcServe Backup software to perform a full backup on a daily basis with tapes
running in a 15 day rotation. The switch server will automatically e-mail via
SMTP services running on the primary domain controller all log files from the
previous day.
Scheduled Downtime
The switch server to be rebooted every 90 days from a proper shutdown then cold
start with the down time occurring at 2 am PST (3 am MST).
Site Review
Regular site visits will occur on a weekly basis and are scheduled for Friday
afternoon by regular duty staff.
Technical Policies and Procedures
Revision Date: April 28, 1998 and supercedes previous Technical
Policies/Procedures
MATERIAL CONTAINED HEREIN IS CONFIDENTIAL
Provisioning
Provisioning Process
Inventory of National Cards at 40 Norelco
Request --- Initial specification
Generation outlined USE TECH F001
/ Assignment of Project # /
/ / /
/ A Formal specification /
/ is created USE /
NO / /
Returned for /
ACCEPTED? --- acceptance /
/ - YES USE TECH F001 NO
Request is
provisioned ----------------------------------------------- Accepted?
/
- YES
------------------- Implemenation
/
Report completion to
Accouting
/
END
Creating PINs
All new PIN requisitions are made via an order form specifying program, program
sponsor, authorizing signature, sales representative ID, number of PINs, initial
values, feature set, per minute domestic rate, pin expiration date. Sales
persons to co-ordinate prior to signing sales agreement with technical staff to
apprise them of potential deployment size and scope, expected cut over date, as
well as discuss any technical implications of the program.
Developing Custom Programs
All new program requisitions are made via an order form specifying program,
program sponsor, authorizing signature, initial call flow and objective as
specified by program sponsor. Technical staff will produce a document outlining
existing library of applications with zero to minimal development time for
customization. This document will also outline technical capabilities of the
platform so that sales people can identify custom programs that are within the
technical and development capabilities of the organization.
Technical Policies and Procedures
Revision Date: April 28, 1998 and supercedes previous Technical
Policies/Procedures
MATERIAL CONTAINED HEREIN IS CONFIDENTIAL
Provisioning (continued...)
Technical will review and provide a finalized flowchart with time estimate back
to sales representative within a time frame set by the Management Committee. For
wholly customized applications Technical should be consulted during the sales
process to assess feasibility, additional resources and development timelines.
A return copy with the accepting signature is required prior to start of
project.
Custom Voice Prompts
All custom prompts are made via the Change Order Request form specifying
program, program sponsor, authorizing signature, sales representative ID, and
voice type. Any background music is to be provided by client on audio cassette
format with a letter of authorization.
Inventory Management
Via secured web site all current inventory in respect to DNIS, Customer,
Application, deployment date and other relevant information will be made
available. Technical, support and development staff are to reference this
document prior to deployment of new applications to verify inventory and will
make a request via an order form to reserve a particular DNIS.
Technical Policies and Procedures
Revision Date: April 28, 1998 and supercedes previous Technical
Policies/Procedures
MATERIAL CONTAINED HEREIN IS CONFIDENTIAL
Project Tracking
Technical Policies and Procedures
Revision Date: April 28, 1998 and supercedes previous Technical
Policies/Procedures
MATERIAL CONTAINED HEREIN IS CONFIDENTIAL
Capacity Expansion
Capacity Measurement:
This calculation is made according to the following formula:
# ports / # of active cards is greater than .001 calculated against retail cards
in circulation
Critical Capacity:
If the potential inventory of active cards in a 90-day period causes a decrease
in the ratio, additional T-1 capacity will be added. However, if the projected
inventory is comprised of "breakage enhanced" type product, that inventory will
be weighted at 3% of its total. For instance, 10,000 "breakage enhanced" cards
is considered to be 300 cards. These 300 cards are then added to the balance of
the active inventory projected for that 90-day period.
Consecutive instances of 70% load will result in the immediate deployment of
additional T-1s irrespective of the prescribed Capacity Measurement formula.
Customer Services
Each branded phone card will have a TELUS specified toll-free number printed on
it as the customer service number. Front line customer service is currently
facilitated through a third party service that will assist cardholders in either
English or French. Each call is logged by the Customer Service Group and an
end-of-day report is faxed to Revere Technical where they are logged.
In the event that the issue is beyond the resolution of the front line CSR, they
will immediately patch the caller through to a Revere technician who will either
resolve the issue or initiate an escalation procedure as outlined in the
Troubleshooting - Escalation Process chart. This Revere Technician is considered
second line customer support.
All technical staff will have direct supervisory access to accounts and the
switching facility via the Internet. In addition, a front line CSR screen will
be developed giving read only access to specific card accounts. Second phase
implementation would provision for the third party service to have access to
information via the front line CSR screens via the Internet, subject to security
access.
The technical staff will rotate on 7X24 basis for support to CSR's. The staff
will be directly accessible by cellular phone at all times.
Technical Policies and Procedures
Revision Date: April 28, 1998 and supercedes previous Technical
Policies/Procedures
MATERIAL CONTAINED HEREIN IS CONFIDENTIAL
Troubleshooting - Escalation Procedure
Troubleshooting - CSR Question Line
The question line followed by the CSR staff will be as follows:
Ask the card user for the error message heard by the customer unless the
cardholder is requesting other information or services.
Note:
In all cases, request the Card Program Number, Card Number, what city they are
calling from and if they are using a payphone, cell phone or private phone.
Record this information with the time and date of the call and send in daily
report to Revere.
1. Typically it is a user error of a mis-entered PIN or a busy number. Simply
ask the cardholder to make another attempt.
2. If the user requests a recharge, patch the call through to the on-duty
technician.
3. If the user says that they call the system and it does not respond (they
get dead air), immediately call the on-duty technician. Explain to the user
that there may have been an unscheduled maintenance shutdown and to
re-attempt the call in 20 minutes.
4. If the user has a credit balance dispute, obtain a phone number where they
may be called during business hours and the technicians will investigate
and make required corrections.
Technical Staff
Technical Job Description / Skills Required
Switch Technician
Switch technician to have 3 - 5 years networking experience with T-1 protocols,
SS7, and ISDN PRI. Switch technician must have experience interfacing between
Revere and TELUS. Candidates should be proficient with Microsoft Windows 95 and
Windows NT. Consideration will be given to those candidates with some
programming experience or those that have a strong analytical and deductive
reasoning skill set.
Further, the candidate should have basic sales skills and be able to speak
thoughtfully with respect to company sales policies and pricing.
Programmer
Programmer to have minimum 5 years programming experience with Microsoft Visual
Basic, Microsoft Visual C++ and Microsoft SQL 6.5. Programmer should have
extensive experience with TCP/IP networking, Internet protocols, Windows 95 and
Windows NT 4.0, domain management, database schema, referential integrity,
stored procedures and SQL92. Programming candidate to have minimum 3 years
telephony experience programming in multithreaded environments.
Candidate should have experience with COM, DCOM, Microsoft transaction server
and Microsoft Message Queue, Microsoft Internet Information Server version 3.X
or higher as well as Active Server Pages. Object oriented development a benefit.
Support Staff
Support staff should have a general understanding of personal computers and
Microsoft Windows 95, experience with Windows NT an added benefit. Candidates
should be proficient with the Internet included web browsers and e-mail. Support
staff should be a self-starter who works well in pressure situations. Strong
interpersonal skills a definite must, a candidate must be able to anticipate,
intercept and diffuse potential problems and/or customer concerns. Candidates
with teaching backgrounds and/or customer service background will be given
special consideration.
Reporting
Billing Reporting
Billing reports will be provided via a secure web interface. Reports are DNIS
based and may be produced for any period of time with the exception of the
current day. Via the web interface, billing reports may be printed directly via
the web browser and will be automatically formatted to permit sending directly
to the customer. Custom service reps will also be able to call up a client's
record via the web browser to view total calls, total minutes, as well as
detailed call records.
Daily Logs
Daily logs lagged by one day will be accessible via a secure web client. This
client interface will permit log reporting for any period of time, by
destination, by time of day or by duration. Customers will be given a pin number
that will be referenced against their applications' DNIS to permit entry to the
secured site. To ensure a minimal amount of contention to our live databases,
concurrent web access to these records will be limited to 500 simultaneous users
at any given time with resource pooling on the web server to re-use database
resources. Customers will be able to view total calls, total minutes, traffic by
destination, and traffic by pin. Most active pin, least active pin, longest
call, shortest call, average call, average hang time, ratios of
complete/incomplete calls, and inbound/outbound minutes.
Reporting Process
(graphics omitted)
Exhibit B **
(**Represents redacted material made pursuant to a confidential treatment
request)
Exhibit C
OPPORTUNITY PROPOSAL DOCUMENT
Opportunity number: (note: each opportunity should have a sequential
number)
Date: (note: date this document is prepared)
Prepared by: (note: name and coordinator of the person preparing
the document)
Date required: (note: date at which the response is required)
PROSPECT IDENTIFICATION
1. Prospect profile:
Name:
Address:
Tel and Fax Numbers:
Key Contacts:
2. Type of opportunity:
Unsolicited proposal (note: provide details e.g. specifications, due
date):
RFP (note: provide details):
RFI (note: provide details):
Direct to Market Opportunity:
Distribution Opportunity:
Out of Area Opportunity:
3. Description of the opportunity:
4. Characteristics:
Competitors?
Any partners (i.e. TELUS, Revere or other) on the bidders list?
Prospect preference of a supplier? Use/importance of prepaid technology
to prospect's business?
Human resources concerns?
History?
Prospect decision making process?
5. Existing/Prior Relationship with Prospect:
(High/Medium/Low)
TELUS Revere Others COMPETITOR(S)
Decision Maker
Influencers
Committee Members
Approver
Board Members
6. Prospect's Selection Criteria:
Please rank (high, medium, low)
Long distance costs reduction Marketing Promotional Fundraising,
special event Distribution channels Strategic alliance / partnership
Other
7. Current Prepaid Opportunity & budget:
Revere TELUS Other
Human Resources
Management Committee
Technical support
Prepaid implementation group
Other participation
Service Bureau Business Function
Program development / imp.
Creative concept / design
Print production
IVR production / imp.
Production coordination
Other
Prepaid Platform IVR research / development
IVR programming
Recording and mastering
Platform traffic costs Other
Sales, Marketing and Distribution
Project management
Distribution costs
Retail costs
Sales costs
Marketing / advertising costs
Other
Telecommunications Network
Network cost
Other
Consulting Services
Telecommunications consulting
Special services
Other
BUDGET INFORMATION Estimated costs:
8. Terms and conditions required by prospect:
Performance guarantees:
Payment terms:
Delivery terms:
Distribution margins:
Retail margins:
Exclusive territory:
Exclusive distribution:
Exclusive target application:
Other:
9. Roles of Co-Marketing Team Members:
(Based on Competency, Experience, Skills and Capability to Deliver
Projects)
LEAD / PRIME PARTICIPANT
A. Business function applications
B. Network services
C. Promotional / marketing application
D. Private label application
E. Fundraising / special event
F. Account strategy / planning
G. Financing
H. Investment (shared risk/rewards)
I. Other
10. Management Committee Information:
Indicate names/address/telephone numbers/fax numbers of all
members on the Team
APPROVAL PROCESS
Opportunity Approved by: Rejected by:
Date:
Name:
Title:
Opportunity Approved by: Rejected by:
Date:
Name:
Title:
Escalation requested by:
Date:
Name:
Title:
PART B. PROPOSAL SUBMISSION
1. Proposal Managers:
From Revere: (note: state name/address/etc.)
From TELUS: (note: state name/address/etc.)
2. Estimated Support Required:
List the estimated support required in terms of person/days, skills,
deadlines for the Management Committee
Members
LEAD PARTICIPANT
Marketing support
Pre-bid
Bid to decision
Post decision
Technical / implementation marketing
Total marketing support (in person/days)
Total technical implementation support
(in person/days)
3. Proposal Summary:
Current Proposed
Human Resources
Service Bureau Business Function
Prepaid Platform
Sales Marketing / Distribution
Telecommunication Network
Consulting Services
Other
4. Work plan for key proposal events with dates, list of responsibilities,
locations, special resources:
5. Key proposal responsibilities of Management Committee Members:
6. Competitive win strategy:
7. Win probability:
8. Revenue Forecasting:
9. Special proposal expenses/cost sharing:
SUMMARY
Lead / Prime (if applicable)
Participant
Other participant
Joint Bid: Yes or No
If no, describe arrangement between the parties
Agreed to:
TELUS Revere
By: By:
Title: Title:
Date: Date:
SCHEDULE "A"
SERVICES
Service Description
Revere Communications Inc., (hereinafter referred to as Revere) shall provide
the following services to TELUS Communications Inc., (hereinafter referred to as
TELUS):
1.0 Prepaid Switching Services - Interactive Voice Response (IVR), Computer
Telephony Integrated (CTI), and telecommunications switching services
where, by a predetermined amount of Prepaid Card Program access, time
is provided to the end user's account. The end user may in turn access
specific services such as Long Distance Redirect, Live Operator
Services and Audiotex. Access time is decremented from the end user's
account at a specific rate, as per Prepaid Card Program specifics.
1.1 Toll Charge Timing - A toll charge will be applied to each call based
on a ** incremental Conversational Minute.
1.2 Toll Charge Rate - A rate to each application will be determined and
applied as per Prepaid Card Program specifics.
1.3 Call Origination - Calls may originate anywhere in continental North
America except in areas where such services are prohibited under local
jurisdiction.
1.4 Call Termination - Calls can terminate anywhere in continental North
America, except in areas where such services are prohibited under
local jurisdiction. Services with terminations outside continental
North America can be provided as per Prepaid Card Program specifics.
1.5 Premium Charges - Any calls resulting in extra charges over and above
the established toll charge rate established for the specified Prepaid
Card Program. These extra charges are the sole responsibility of the
Card Sponsor.
2.0 Live Operator Services - Live Operator Services refers to information
delivered to the end consumer through the telephone by live operators.
2.1 Live Operator Services (Customer Services) - Information delivered by
live operators to end customers and/or end users to support prepaid
switching services provided as described in Schedule A, Exhibit A per
Prepaid Card Program specifics.
3.0 Long Distance Redirect - Long Distance Redirect means the processing of
an incoming call in accordance with the information provided from the
inbound call and the IVR platform to the identified termination point.
4.0 Audiotex - Audiotex refers to prerecorded audio information or other
automated services made available to end-users through the prepaid card
program as specified by the Card Sponsor.
(**Represents redacted material made pursuant to a confidential treatment
request)
4.1 Audiotex (System Prompting) - Includes all system voice prompts
required to support prepaid calling card programs as described in
Schedule A, Section 11.0 and Schedule A, Exhibit B - Voice Prompts /
Special Greetings.
5.0 Accounts / PINs Management - For purposes of this document "Account"
shall mean Personal Identification Number, or PIN. Each calling card
shall be assigned a unique PIN, allowing the end user access to
services specific to a Prepaid Card Program, which is accessed via a
TELUS assigned phone number.
5.1 PIN Generation - PINs will be generated by Revere and will be ** in
length unless otherwise specified and will have ** randomly
generated account identifier numbers. The PIN format shall
be:
**
5.2 PIN Activations - PINs will be provided in an enabled or disabled
format. Disabled PINs may be "individually activated" via Live
Operator Customer Service, or an automated merchant activation number.
Groups of PINs may be "batch activated" by the Revere technical
services department.
5.3 PIN Deactivations - PINs may be "individually deactivated" via Live
Operator Customer Service, or an automated merchant activation number.
Groups of PINs may be "batch deactivated" by the Revere technical
services department.
5.4 PIN Modifications - PINs may be modified on an individual basis via
Live Operator Customer Service, or merchant activation number. Groups
of PINs may be "batch modified" by the Revere technical services
department.
5.5 PIN Expiration Dates - Date the account identifier number is closed by
the Prepaid Card Program, or consumption of the prepaid minutes
allocated to the PIN, which ever comes first.
5.5.1 PINs activated for prepaid applications (non-rechargeable) will
have a maximum of a one (1) year lifetime.
5.5.2 All historical account and PIN information will be archived for
future reference by Revere for seven (7) years.
5.6 PIN Security - All PIN database activities are made via secure access
requiring the entry of a valid user identification number. Each
activity is time and date stamped and each action is logged. PIN
(**Represents redacted material made pursuant to a confidential treatment
request)
database access to make modifications is based on a hierarchy of
security levels as set by the Management Committee. Personnel with any
access level will be required to pass an approved background security
investigation.
Security Access Levels
Level 1 - Review Account/PIN Information - no modifications
to account (program specific)
Level 2 - Review Account/PIN Information - edit balances
(program specific)
Level 3 - Review Account/PIN Information - edit balances,
activations, deactivations (program specific)
Level 4 - Review Account/PIN Information - edit balances,
activations, deactivations, account/PIN
generations (program specific)
Level 5 - System Supervisor
6.0 Card Database Management - All PIN related information including time
and date of call, termination duration, account modification and other
information shall be maintained by Revere in a centralized database
system.
6.1 Program Performance. Data can be analyzed and grouped to provide
program performance including, but not limited to: activation ratios;
usage specifics; and recharge ratios; profitability; and return on
investment ratios.
6.2 Usage. Usage of each PIN registered to a specific Prepaid Card Program
is stored in the IVR database system including activation, recharge
dates, amounts, audiotex access and long distance call re-direct
functions.
6.3 Value. The balance on account is identified and maintained in the IVR
database system and accessible for customer service, point of sale
activation and card recharging activities.
6.4 Reporting. Monthly reporting of the information specified in Section
6.0 is provided for ongoing Prepaid Card Program management including
inbound and outbound call tracking and duration. Additional reporting
formats can be structured to the specifications of individual Prepaid
Card Programs, including but not limited to specific call blocking
related reporting.
7.0 Data Backup - All data will be backed up daily to an off site location.
On site data is to be backed up in such a way that any system failure
will result in a loss of at most one (1) hour of data.
8.0 Recharge Facilities -Specified card programs will allow capability to
add credit to individual accounts via live operator services or an
automated merchant activation number as per the Prepaid Card Program.
9.0 Customer Service - Revere Communications will provide customer support
to the end users on a 7X24 basis. as described in Exhibit "A".
9.1 If a user requests information on TELUS products or services, the CSR
will log the details of the information request, and the user's name
and number. Revere will send these customer requests to TELUS on a
daily basis. If a user requests to speak directly with a TELUS
representative, the CSR will transfer the user to TELUS at 310-1000 if
the CSR is located in Alberta, or 0-000-000-0000 if the CSR is located
outside Alberta.
10.0 Technical Support - Revere Communications will monitor switching
facilities and provide technical support on a 7X24 basis. Escalation is
in accordance to Revere technical policy document TECH-001. as
described in Exhibit "A".
11.0 Program Provisioning - Revere will create, develop and modify card
programs based on the written specifications provided by the Card
Sponsor for each Prepaid Card Program. as described in Exhibit "A" and
Exhibit "C" .
12.0 Additional Features
12.1 Magnetic Stripe Serviceability - Revere Communications will ensure
that the switching platform will process calls made via magnetic
stripe access using Type B format as specified in Stentor Interface
Document ID-00026, item 2.2.2, on or before September 30, 1998.
12.2 Languages will be provided as specified by the program. Default
language will be an English female voice, French female voice, and
Japanese female voice.
13.0 Standard System Prompts - All prompts are made via an order form
specifying program, program sponsor, authorizing signature, sales
representative ID, and voice type. Background music is provided by
client on cassette format with letter of authorization. IVR Services
include professional recording and script development. as described in
Exhibit "B".
14.0 IVR Upgrade - Revere will undergo appropriate upgrades to their IVR
platform to support detection of ANI and DNIS as supplied by the TELUS
network. If TELUS does not provide ANI and DNIS on a DEA connection,
Revere will upgrade its system to use ISDN within six (6) months of
Revere's IVR supplier providing the necessary enhancements to the
platform. If Revere's IVR supplier cannot provide the necessary
enhancements to the platofrm within one (1) year from the Effective
Date of this contract, it will be considered a Major Breach on the part
of Revere.
15.0 Disaster Recovery - Data is to backed up daily to an off site location.
In the event of a disaster rendering the primary access node in
operable prepaid, the 1-800 numbers associated with all active TELUS
card programs must be re-directed to the off site location within 48
hours.
SCHEDULE "B"
FEE SCHEDULE
For the Services as defined in Schedule A, the Basic IVR access rate of **
per Conversational Minute includes the following items as described below:
(a) Basic Prepaid Switching Services - Toll Charge Timing as defined in
Schedule A, Section 1.1
(b) Basic Prepaid Switching Services - Toll Charge Rate as defined in Schedule
A, Section 1.2
(c) Basic Prepaid Switching Services - Call Origination as defined in Schedule
A, Section 1.3
(d) Basic Prepaid Switching Services - Call Termination as defined in Schedule
A, Section 1.4
(e) Basic Prepaid Switching Services - Live Operator Services (Customer
Services) as defined in Schedule A, Section 2.1
(f) Basic Prepaid Switching Services - Long Distance Redirect as defined in
Schedule A, Section 3.0
(g) Basic Prepaid Switching Services - Audiotex System Prompting as defined in
Schedule A, Section 4.1
(h) Account PIN Management as defined in Schedule A, Section 5.0 including PIN
Generation as defined in Schedule A, Section 5.1; PIN Activations as
defined in Schedule A, Section 5.2; PIN Deactivations as defined in
Schedule A, Section 5.3; PIN Modifications as defined in Schedule A,
Section 5.4; PIN Expiration Dates as defined in Schedule A, Section 5.5;
and PIN Security as defined in Schedule A, Section 5.6.
(i) Card Database Management as defined in Schedule A, Section 6.0 including
Program Performance as described in Schedule A, Section 6.1; Usage as
described in Schedule A, Section 6.2; Value as described in Schedule A,
Section 6.3; and Reporting as described in Schedule A, Section 6.4.
(j) Data Backup as described in Schedule A, Section 7.0.
(k) Customer Service as described in Schedule A, Section 9.0.
(l) Technical Support Service as defined in Schedule A, Section 10.0.
(m) Magnetic Stripe Servicability as defined in Schedule A, Section 12.1.
(n) Fraud Control as defined in Schedule A, Exhibit B, `Blocking Certain
Callers'.
(o) Languages as defined in Schedule A, Section 12.2.
(p) Standard System Prompts as defined in Schedule A, Section 13.0.
For the following components of the Service as defined in Schedule A, TELUS
shall pay Revere as follows:
1.0 Enhanced Prepaid Switching Services - Live Operator Services:
(**Represents redacted material made pursuant to a confidential treatment
request)
1.1 Live Operator Services beyond that provided for in Schedule A, Exhibit
A are billed as per Prepaid Card Program specifications.
2.0 Enhanced Prepaid Switching Services - Audiotex:
2.1 Custom Audiotex applications beyond that provided for in Schedule A,
Section 4.1, are billed as per Prepaid Card Program specifications.
3.0 Account / PIN Management
3.1 Applicable service charges for custom PIN Generation, Activation and
Deactivation beyond that described in Schedule A, Section 5.0 and
Schedule A, Exhibit B will be billed as per Prepaid Card Program
specifications.
4.0 Card Database Management
4.1 Custom reporting applications beyond that provided for in Schedule A,
Section 6.0 and Schedule A, Exhibit B, are billed at a development
cost of ** plus a one time setup fee of **
5.0 Scripting and Prompting services beyond that provided for in Schedule A,
Exhibit B are billed at **.
6.0 Custom Programming services beyond that provided for in Schedule A, Exhibit
B, are billed at **.
7.0 Technical Support services, beyond that provided for in Schedule A, Exhibit
A, are billed at **.
8.0 Customer Service Bureau Applications beyond that provided for in Schedule
A, Exhibit B are billed on a per project basis as per Prepaid Card Program
specifications including a setup fee of ** with access billed at
**.
9.0 Other Chargeable Items - for any chargeable items not identified in this
Schedule, TELUS and Revere shall agree on a price prior to the provision of
the Service to which the chargeable item applies.
(**Represents redacted material made pursuant to a confidential treatment
request)
SCHEDULE "C"
INVOICING AND PAYMENT
1.0 Revere will provide an electronic billing and call detail report in a
format to be approved by TELUS.
2.0 Revere will invoice TELUS monthly for charges in accordance with the fees
outlined in Schedule "B" incurred for each assigned toll line / Prepaid
Card Programs and for additional charges, if applicable, as per Prepaid
Card Program specifics.
3.0 Billing cut-off period is on the on the same day of each month as TELUS'
billing cut-off period for Revere, with the invoicing sent by the 5th day
of the following month unless otherwise specified on a per Prepaid Card
Program basis.
4.0 All non-disputed IVR charges invoiced to TELUS by Revere, shall be due and
payable to Revere thirty (30) days after receipt of the invoice by TELUS.
5.0 All invoices shall be sent to the following address:
TELUS Communications Inc.
Card Services
Floor 9
00000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Vice President - Card, Operator & Payphone Services
Facsimile: (000) 000-0000
6.0 All payment shall be made to Revere Communications Inc.
Revere Communications Inc.
Suite 1122 - 0000 0xx Xxxxxx XX
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Accounting
7.0 All billing discrepancies shall be reviewed by both TELUS and Revere and
resolution of said discrepancies will be mutually agreed upon. All billing
adjustments shall be reflected within the following billing cycle.
8.0 Billing detail will be collected by Revere in such a way that no billing
records are copied over from month to month such that reports do not
include any calls from the previous billing period.
SCHEDULE D
SERVICE LEVELS AND MEASUREMENT
1.0 Purpose and Intent
1.1 The Purpose of this Schedule D is to define the monthly reports and
the performance levels associated for the Services provided by this
contract.
2.0 Services
2.1 Acceptable performance, or Service Levels, are defined for the
following services.
2.1.1 IVR Service - the service level standard is 100% Service
Availability, defined as continuous 7 X 24 operation of all
aspects of the service, except as indicated otherwise in this
agreement. A planned service outage of four (4) hours maximum per
month can be requested by Revere at management committee
meetings. The incoming and outgoing trunk groups to the IVR
platform must be P.01 grade of service.
2.1.2 Customer Service - Revere will provide for end user customer
support on a 7 X 24 basis. Acceptable performance is when 85% of
the calls are answered within (20) seconds from the first ring as
measured daily. Any customer troubles will be resolved as per
Schedule A, Exhibit A.
2.1.3 Monthly Reports - all reports (as specified in Schedule A,
section 6.1) required to track program performance, card usage,
and system and service level performance must be made available
by the fifth (5th) working day of each month except as indicated
otherwise in this agreement.
2.1.4 New Campaign - new campaigns or updates to services must be
implemented on the date agreed to on the Change Order Request
form specified in Schedule F. The system must be scaleable to
enable growth to 2500 busy hour call attempts and necessary data
storage capacity to enable addition of new programs within
fifteen (15) business days. Revere will provide a report listing
new campaigns introduced that month including the requested and
actual implementation date.
2.1.5 Accurate Pricing - call pricing must be as per agreed to on the
Change Order Request form specified in Schedule F.
2.1.6 System Data - all system data required to track program
performance, usage, and system performance and service levels
must be archived for 7 years. All system data is to be Year 2000
compliant in that no changes to TELUS Systems will be required to
handle year and date data resulting from the transition to a four
(4) digit year.
2.1.7 Technical Support - Technical support must be available to
Customer Service Representatives on a 7 X 24 basis. Technical
support processes and capabilities are as per Schedule A, Exhibit
A.
3.0 Management and Reporting of Service Outages
3.1 It is the responsibility of Revere to produce monthly reports
detailing service performance meeting the criteria specified in
Article 2.0 of this schedule.
3.2 It is the responsibility of Revere to detect and react to unplanned
service outages to meet service levels as specified in Article 2.0 and
to avoid penalty as specified in Schedule "E".
3.3 Revere will report the number of unplanned outages and the total
elapsed time of the outages on a monthly basis. Revere will notify,
within 15 minutes of confirming a service outage, the people on the
designated contact list (in order of priority) regarding any unplanned
service outage. A post mortem will be sent to the e-mail addresses on
the contact list via the Internet within two (2) business days
detailing the service outage. The unplanned outage will then be
reviewed at the next monthly management team meeting to determine
corrective action required, if any, to prevent similar outages in the
future.
3.4 Revere will provide a transfer of raw data by the fifth (5th) business
day of every month. This data will be complete and accurate and will
contain the following detail:
3.4.1 IVR Service Availability - By September 30, 1998, Revere is
to provide an automated software task acceptable to TELUS, that
monitors the IVR and reports service outages. Suggested methods
include:
a) an independent software task that monitors the IVR
application and sends an e-mail when this task fails or is
unavailable;
b) an independent, or integrated monitoring task, that detects
errors logged by the IVR application to the Microsoft NT
event log; or
c) establishment of an auto dialer that calls into the IVR and
detects answer.
3.4.2Customer Service - Revere will include in any contracts with
their Customer Service supplier a requirement to measure and
report (on a monthly basis) the following for each in-coming
call: the answer time of each incoming call in seconds, the
category of service provided (customer dialing error, card
balance, etc), an indication if technical support was called
in to respond to the customer and the amount of time the
technician took to respond. The report should also include
any information on the follow-up, if and how the customer
trouble was resolved, whether the resolution was to the
customer's satisfaction and any customer comments.
SCHEDULE E
SERVICE LEVEL CREDITS
1.0 Purpose and Intent
1.1 The Purpose of this Schedule "E" is to provide TELUS with a recourse
in the event that the Service Levels defined in Schedule "D" are not
met.
1.2 The intent of this Schedule "E" is to ensure there is incentive to
meet the required Service Levels. If there are circumstances where
planned activities add an unusually high risk that Service Levels will
not be met, Revere will consult with TELUS in advance. In all cases,
the rationale for a course of action which intentionally or
potentially deviates from the required Service Levels must be
documented and forwarded to TELUS at the earliest opportunity. TELUS,
at its sole option, may elect to apply any or all of the Credit Points
calculated monthly, as per Article 3 of this Schedule.
1.3 If, due to the occurrence of an event that is a Force Majeure,
referred to in Article 14.3 of the main body of the Agreement, any
Service Level drops below a Service Availability threshold, the Credit
Points will be adjusted to eliminate the effect of the Force Majeure.
1.4 TELUS' remedies for any failure by the Supplier to meet Service Levels
shall be limited to those remedies expressly provided by this
agreement.
1.5 If Service Levels are at an unacceptable level, a Major Breach will be
deemed to have occurred. A mandatory review is required by the
management committee with a documented action plan to be provided by
Revere to resolve service problems on a prompt basis as agreed to by
the management committee.
2.0 Service Level Credits
2.1 Credit Points assessed when Service Levels deviate against expected
performance as defined in Schedule "D" are set out in the following
table and shall be used in calculating total Service Level Credits
below in Section 3. The formula for calculation of IVR Service
Availability is as defined in the Definitions in Article 1 of the main
body of this agreement.
Service Service Availability Credit Points
IVR Service 100% 0
99.9 - 99.8 5
99.8 - 99.7 10
99.7 - 99.6 15
99.6 - 99.5 20
below 99.5 30
Planned Outage 1min - 2 hours 10
exceeding hours 2 - 5 hours 15
allowed interval 5 - 8 hours 20
More than 8 hours 30
Customer Service Less than 85% of calls
(Measured Daily) answered within 20 seconds on
any one day 5
Monthly Reports Reports not available by the
5th business day of each
month or not in the agreed
to format 10
New Campaign late from agreed implementation
date
1- 6 days 15
7 or more days 30
Call Pricing Call Pricing not per as agreed
for Prepaid Card Program 30
System Data System Data lost or deleted 30
Technical Support Technical Support not available
7 days a week, 24 hours
per day 15
3.0 Calculation of Service Level Credits
3.1 Where there is a failure to meet one or more of the Service
Availability measures outlined in article 2.1 of this schedule the
number of points specified under the heading Credit Points, will be
totaled and assessed on a monthly basis.
3.2 IVR Service Availability will be calculated each month but averaged
with the previous month's IVR Service Availability. If there is no
data available for the previous month the current month data will be
used with no averaging applied. Planned Service Outages are not
included in the calculation of IVR service outages.
3.3 TELUS will reduce the next monthly payment for IVR services according
to the following table:
Total credit points from the Service level credits percent
current month's data reduction of next month's billed
services
5 points 0
10 points 2
15 points 4
20 points 6
25 points 8
30 or more points 10
4.0 Notice of Service Level Credits
4.1 Following the end of the data month, a committee consisting of
representatives from Revere and TELUS will review the Service Levels
and any applicable service level credits will be included in the
minutes of this review meeting. If for any reason this meeting is
delayed service level credits can be retroactively applied.
SCHEDULE "F"
CHANGE ORDER PROCESS
1.0 TELUS may initiate the change order process by utilizing the Change Order
Request ("COR") form. A TELUS initiated COR shall be in the form of Exhibit
1 to this Schedule.
2.0 Revere will respond to the COR within fifteen (15) Business Days after
receipt thereof using a change order proposal ("COP") form, in the form of
Exhibit 2 to this Schedule, identifying the scope of the proposed solution,
expected delivery time frame, implementation approach, and the price
implications, if any. If, in the opinion of Revere, a COR could be
implemented in a more cost effective manner than that described in the COR
, Revere shall advise TELUS in writing of its recommendations and shall, if
requested by TELUS, prepare a COP which reflects its recommendations.
3.0 TELUS will respond within fifteen (15) Business Days indicating acceptance
by signing the COP or, by written communication, indicate either rejection
of the COP or propose alternatives.
4.0 If TELUS has proposed alternatives, Revere shall submit an updated COP
within fifteen (15) Business Days of such proposed alternatives and the
process set out in clause 3.0 of this Schedule shall again be applied.
5.0 If Revere wishes to initiate a change to the Service, it shall use the COP.
The procedure set out in clause 3 of this Schedule shall then be applied.
The COP shall contain all required technical and financial information for
Revere to assess the proposal.
Exhibit 1
Change Order Request
To: Revere Communications Inc.
From: TELUS Communications Inc.
Re: IVR Platform Service Agreement (the "Agreement").
Change Order Request Number ____________
The Change Order Request forms part of and is subject to the terms and
conditions in the Agreement.
1. Statement of Objective
2. Description of Expected Service Change.
3. Expected Effect on Existing Systems/Applications.
4. Delivery Schedule.
5. Ancillary Agreements Anticipated.
6. Expected Impact on Price.
TELUS Communications Inc.
Per: _____________________________
---------------------------------
Name (Type or Print)
---------------------------------
Title
---------------------------------
Date
Exhibit 2
Change Order Proposal
To: TELUS Communications Inc.
From: Revere Communications Inc.
Re: IVR Platform Service Agreement (the Agreement").
-----------------------------------------------------------------
Change Order Proposal Number ________ Response to Change Order Request
Number ________
The Change Order Request forms part of and is subject to the terms and
conditions in the Agreement.
1. Description of Service Change.
3. Effect on Existing Systems/Applications.
4. Delivery Schedule.
5. Ancillary Agreements Anticipated.
6. Price and Effective Date.
Revere Communications Inc. TELUS Communications Inc.
Per: __________________________ Per:_____________________________
------------------------------ ---------------------------------
Name (Type or Print) Name (Type or Print)
------------------------------ ---------------------------------
Title Title
------------------------------ ---------------------------------
Date Date
