EXHIBIT 10.12
TELEMARKETING SERVICE AGREEMENT
This Telemarketing Service Agreement ("Agreement") is entered into effective as
of March 23rd, 2001 (the "Effective Date"), by and between INTERCALLNET, INC.
and Summer Rain, with reference to the following facts:
WHEREAS, INTERCALLNET, Inc., hereafter will be referred to as ICN,
offers telemarketing services to existing, inactive and potentially new
customers for Summer Rain.
WHEREAS, Summer Rain, which will hereafter be referred to as S.R.,
offers Lawn Care Services to consumers and business associates.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which hereby is acknowledged by all parties it is agreed by and between ICN and
S.R. as follows:
1. DEFINITIONS
The items set forth below shall have the following meaning in this Agreement.
1.0 "Pilot Project" shall be the calling by telephone on behalf of S.R. for
the purposes of setting appointments for S.R. sales personnel during
the initial 30-45 day period.
1.1 "Billing Hour" shall be increment of time, spent by individual
telesales representatives (TSR's) exclusively assigned to the pilot
project. (NOTE: The TSR will be available to receive incoming or
outgoing calls from automated telephony during a billing hour).
1.2 "Customer(s)" shall consist of consumers and/or businesses that S.R.
has approved for contact with ICN on both incoming and outgoing phone
calls.
1.3 "List(s)" are leads, which are generated, from S.R.'s existing database
and/or are derived from ICN's resources.
1.4 "Scrubbing" is the term that shall mean the merging and purging of
leads against any other designated list.
2. REPRESENTATION OF SERVICES
2.1 ICN will provide trained, competent, teleservice representatives
(TSR's) to perform outgoing and/or incoming calls to set appointments
for S.R. sales representatives
2.2 ICN will provide one (1) Supervisor for every 16 TSR's for Outbound
project.
2.3 ICN will provide one (1) Quality Assurance Monitor per 16 TSR's.
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2.4 S.R. will provide an Account Manager for the purpose of initial
training and ongoing support during the program period.
2.5 ICN will provide S.R. with a list of confirmed appointments and
required information on Homeowners on a daily basis.
2.6 ICN, with the assistance of S.R., will develop scripting and training
programs for the project. Initially, a pilot program will be
implemented utilizing 2-3 TSR's and a Supervisor / Quality Assurance
Monitor in order to refine scripting and strategies. An Account Manager
will also be assigned to the program at this time. Once the pilot
program produces desired results, the calling and staffing will be
expanded to meet S.R. requirements as defined by S.R. and set forth in
a new services agreement.
2.7 S.R. shall be responsible for providing the necessary quantity of
qualified leads to maintain the pilot project. ICN shall be responsible
for scrubbing all lead lists.
3. TERMS AND CONDITIONS
3.1 The term of this Agreement will commence on the effective date and,
except as provided below and in paragraphs 3.5 & 3.9 hereof, will
continue thereafter for a period of 45 days from the date of the first
contact with Homeowners.
3.2 There will be a charge for programming and Pilot Project set up in the
amount of * . Set-up fee is to be paid upon agreement
3.3 The charge for Training will consist of the TSR hourly cost for the
time in training at * per hour.
3.4 Commissions -For the duration of this pilot Program, the standard
hourly billing for telesales agents, will not be in effect. In place of
hourly billing, ICN will be paid a fee of * per appointment set.
An appointment, for the S.R. Program, occurs when a prospect agrees to
allow a S.R. representative to visit their property, conduct an
analysis, and leave an estimate on Homeowner's door.
3.5 Both parties agree that after the initial pilot project is completed,
the term and payment terms of this contract will be adjusted based on
the results of the pilot. The adjustment will be based on the number of
appointments set per hour (APH) with the objective of reaching a *
per hour billing rate.
3.6 There will be * for any reports.
3.7 S.R. nor ICN will not be responsible for any unauthorized claims of
benefits derived from their products or misrepresentations made by
employees of the other.
*CONFIDENTIAL TREATMENT REQUESTED*
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3.8 Payment for services rendered by ICN will be billed every Friday to
include all appointments set for that week and payment is due within
seven (7) days of the billing date.
3.9 Termination - either party upon written notice may terminate this
agreement immediately, in the event that either party violates or fails
to fully comply with any of the conditions or covenants required. In
the event of termination, ICN will be paid for all appointments set and
kept as of the date of termination.
4. COMPETITIVE AGREEMENTS
4.1 ICN agrees not to divulge any product information or any confidential
information about S.R. to any competitive organization(s).
4.2 S.R. agrees not to divulge any of ICN's proprietary information
including methodologies and utilization of technologies within the call
centers to any competitive organization(s).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the Effective date.
"INTERCALLNET, INC."
By /s/ Xxxx Xxxxxxx
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Print Name: Xxxx Xxxxxxx
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Title: Chief Operating Officer Date: March 30, 2001
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"SUMMER RAIN"
By /s/ Xxxx X. Xxxxxx
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Print Name: Xxxx X. Xxxxxx
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Title: President Date: March 29, 2001
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