EXHIBIT 10.12
AMENDMENT NO. 2
TO
T-MOBILE USA, INC. SERVICES AGREEMENT
CALL CENTER
SERVICES
This Amendment No. 2 to the
T-Mobile USA, Inc. Services Agreement — Call Center
Services (this “ Amendment No. 2 ”)
is made and entered into as of April 1, 2009 (the
“Amendment Effective Date ”), by
and between T-Mobile USA, Inc., a Delaware corporation,
with a principal place of business at 12920 SE 38
th Street, Bellevue, Washington 98006
(“ T-Mobile ”) and StarTek
USA, Inc., a Colorado corporation with a principal place of
business at 44 Cook Street, 4 th Floor, Denver, CO 80206, USA
(“Provider”).
RECITALS
WHEREAS T-Mobile and Provider
entered into that certain T-Mobile USA, Inc. Services
Agreement — Call Center Services effective as of
October 1, 2007 (such agreement, together with all schedules
and exhibits thereto, and as amended by Amendment No. 1, dated
February 24, 2008, hereinafter referred to as the “
Original Agreement ”);
WHEREAS the terms of the Original
Agreement (including, for the avoidance of doubt, capitalized terms
defined therein) are incorporated herein mutatis mutandis
;
WHEREAS Provider and T-Mobile desire
to amend the Original Agreement to adjust the hours of operation
for the call center services rendered by Provider at Kingston,
Ontario, Canada and Sarnia, Ontario, Canada;
WHEREAS Provider and T-Mobile desire
to amend the Original Agreement to add new Lines of Business for
the call center services rendered by Provider to include:
MCSA Migrations - 36, WLNP — 518 (formerly Skill 727), WLNP
Spanish — 285 (formerly Skill 747), Web Correspondence,
Business Care 250, 251, Business Care Offline Chat, Gen Care
Offline Chat, B2B Major Accounts — 132, and SunCom Business
Care - 450 shown below at Alexandria, Louisiana; Kingston, Ontario,
Canada; and/or Sarnia, Ontario, Canada;
WHEREAS Provider and T-Mobile desire
to amend the Original Agreement by this Amendment No. 2, to
replace in its entirety Section A entitled “Rate
Chart” in Schedule 1 to Pricing Terms , as hereinafter
set forth;
WHEREAS Provider and T-Mobile desire
to amend the Original Agreement by this Amendment No. 2, to
incorporate additional AHT KPI tables in Section B (KPI
Penalties and Bonuses: Pay for Performance Workbook), as
hereinafter set forth below;
WHEREAS Provider and T-Mobile desire
to amend the Original Agreement by this Amendment No. 2 to add
Exhibit F (Training Device License Agreement) to the
Original Agreement, as hereinafter set forth; and
WHEREAS Provider and T-Mobile desire
to amend the Original Agreement by this Amendment No. 2 to
delete Attachment 1 of Exhibit C entitled
“Required Internet Sites (URLs)”
|
AMENDMENT NO. 2 TO T-MOBILE USA, INC.
|
|
T-Mobile USA Confidential
|
|
SERVICES AGREEMENT
|
|
|
1
in its entirety and to incorporate the Required
Internet Sites into Exhibit C-1 , as hereinafter set
forth below.
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby amend the Original
Agreement as follows:
AMENDMENTS
1.
Amendment.
Section A entitled “Description of Services and
Specifications” in Exhibit B (Form of
Statement of Work) accompanying and incorporated into the Original
Agreement, is hereby deleted in its entirety and replaced with the
following:
“A.
Description of Services and Specifications:
|
Line of Business
|
|
AHT
|
|
Site
|
|
Hours of
Operation
Pacific Time
|
|
Commencement
Date for Hours of
Operation
|
|
Term
|
|
Activations English - 261
|
|
[*]
|
|
Alexandria, Louisiana
|
|
[*]
|
|
November 9, 2008
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Credit English -
281
|
|
[*]
|
|
Alexandria, Louisiana
|
|
[*]
|
|
November 9, 2008
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MCSA Migrations - 36
|
|
[*]
|
|
Alexandria, Louisiana
|
|
[*]
|
|
Week of March 15,
2009
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WLNP — 518 (formerly
727)
|
|
[*]
|
|
Alexandria, Louisiana
|
|
[*]
|
|
September 20, 2008
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Activations English - 261
|
|
[*]
|
|
Kingston, Ontario, Canada
|
|
[*]
|
|
November 9, 2008
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Activations Offline
|
|
[*]
|
|
Kingston, Ontario, Canada
|
|
[*]
|
|
October 1, 2007
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Care - 250
|
|
[*]
|
|
Kingston, Ontario, Canada
|
|
[*]
|
|
October 1, 2007
|
|
Two (2) years from Agreement
Effective Date
|
2
|
Business Care - 251
|
|
[*]
|
|
Kingston, Ontario, Canada
|
|
[*]
|
|
October 1, 2007
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Care Offline
|
|
[*]
|
|
Kingston, Ontario, Canada
|
|
[*]
|
|
March 29, 2009
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Credit English -
281
|
|
[*]
|
|
Kingston, Ontario, Canada
|
|
[*]
|
|
November 9, 2008
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gen Care Offline Chat
|
|
[*]
|
|
Kingston, Ontario, Canada
|
|
[*]
|
|
Week of May 17, 2009
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MCSA Migrations - 36
|
|
[*]
|
|
Kingston, Ontario, Canada
|
|
[*]
|
|
February 9, 2009
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SIM-MSISDN - 19
|
|
[*]
|
|
Kingston, Ontario, Canada
|
|
[*]
|
|
February 25, 2008
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Web Correspondence
|
|
[*]
|
|
Kingston, Ontario, Canada
|
|
[*]
|
|
May 18, 2009
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WLNP —518 (formerly
727)
|
|
[*]
|
|
Kingston, Ontario, Canada
|
|
[*]
|
|
September 20, 2008
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WLNP Casework
|
|
[*]
|
|
Kingston, Ontario, Canada
|
|
[*]
|
|
January 1, 2007
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WLNP Spanish - 285 (formerly
747)
|
|
[*]
|
|
Kingston, Ontario, Canada
|
|
[*]
|
|
September 20, 2008
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B2B Major Accounts - 132
|
|
[*]
|
|
Sarnia, Ontario, Canada
|
|
[*]
|
|
July 27, 2007
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Care - 250
|
|
[*]
|
|
Sarnia, Ontario, Canada
|
|
[*]
|
|
December 1, 2008
|
|
Two (2) years from Agreement
Effective Date
|
3
|
Business Care - 251
|
|
[*]
|
|
Sarnia, Ontario, Canada
|
|
[*]
|
|
December 1, 2008
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Care Offline
|
|
[*]
|
|
Sarnia, Ontario, Canada
|
|
[*]
|
|
October 1, 2007
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Care Offline
Chat
|
|
[*]
|
|
Sarnia, Ontario, Canada
|
|
[*]
|
|
March 15, 2009
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MCSA Migrations - 36
|
|
[*]
|
|
Sarnia, Ontario, Canada
|
|
[*]
|
|
February 9, 2009
|
|
Two (2) years from Agreement
Effective Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SunCom Business Care —
450
|
|
[*]
|
|
Sarnia, Ontario, Canada
|
|
[*]
|
|
Week of May 17, 2009
|
|
Two (2) years from Agreement
Effective Date
|
2.
Amendment.
Section B
entitled “General” is
hereby changed in reference only to Section C
.
3.
Amendment.
Section B
is hereby modified and entitled as
“Service Descriptions” in Exhibit B
(Form of Statement of Work) accompanying and incorporated into
the Original Agreement, is hereby replaced with the
following:
“B .
Service Descriptions . The following T-Mobile Lines of
Business will be supported from the StarTek Facilities:
1.
“Activations English — 261”:
Provides English language customer service regarding account
creation, assignment of mobile number, and enrollment in a rate
plan.
2
.
“B2B Major Accounts — 132” :
Provides individual specialized customer service required by
large corporate and government accounts.
3.
“Business Care — 250, 251”:
Provides specialized customer service required by large businesses
and government accounts.
4.
“Consumer Credit English — 281”:
Provides English language customer service regarding credit
matters on T-Mobile accounts.
5
.
“MCSA (Master Corporate Services Agreement) —
36”: Provides customer service to employees of
businesses to take advantage of corporate discounts.
4
6
.
“SIM-MSISDN - 19” : Provides
customer service for customers regarding SIMS and phone numbers on
T-Mobile accounts.
7.
“Web Correspondence”: Provides
customer service via written customer requests submitted through
email to T-Mobile.com.
8.
“WLNP - English — 518 (formerly Skill
727)”: Provides English language customer
service on pending port requests for customers who transfer mobile
phone numbers to or from T-Mobile.
9.
“ WLNP - Spanish — 285 (formerly Skill
747)”: Provides Spanish language customer
service on pending port requests for customers who transfer mobile
phone numbers to or from T-Mobile.
10.
“ Activations Offline”: Provides offline
customer service regarding account creation, assignment of mobile
number, and enrollment in a rate plan.
11.
“ Business Care — Offline”:
Provides specialized offline customer service required by large
businesses and government accounts.
12.
“ Business Care Offline Chat”: Provides
specialized customer service required by large businesses and
government accounts using Instant Service.
13.
“ General Customer Care Offline Chat”:
Provides general customer support for billing issues, call
handling, coverage, calling features, rate plans, services, etc.
using Instant Service.
14.
“ WLNP Casework”: Provides customer
service on pending port requests for customers who transfer mobile
phone numbers to or from T-Mobile requiring additional
research.
15.
“SunCom Business Care - 450”:
Provides English language specialized customer service required by
large businesses and government accounts.”
4.
Amendment
.
Section A
entitled “Rate Chart” in
Schedule 1 to Pricing Terms accompanying and incorporated into the
Original Agreement, is hereby deleted in its entirety and replaced
with the following:
“A.
Rate Chart. The
following chart sets forth the respective rates for the Services,
subject to modification as provided in Section B below and as
otherwise provided in the Original Agreement.
5
|
Line Of Business (LOB)
|
|
% Offered to
Forecast
|
|
Price Per
Minute
(PPM)**
|
|
Holiday/Overtime
PPM**
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
Activations English - 261
|
|
[*]
|
|
[*]
|
|
[*]
|
|
B2B Major Accounts - 132
|
|
[*]
|
|
[*]
|
|
[*]
|
|
Business Care - 250, 251
|
|
[*]
|
|
[*]
|
|
[*]
|
|
Consumer Credit English -
281
|
|
[*]
|
|
[*]
|
|
[*]
|
|
MCSA Migrations - 36
|
|
[*]
|
|
[*]
|
|
[*]
|
|
WLNP – 518 (formerly
727)
|
|
[*]
|
|
[*]
|
|
[*]
|
|
SunCom Business Care –
450
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
Line Of Business (LOB)
|
|
% Offered to
Forecast
|
|
Price Per
Minute
(PPM)**
|
|
Holiday/Overtime
PPM**
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
WLNP Spanish - 285 (formerly 747)
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
6
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
[*]
|
|
[*]
|
|
[*]
|
|
|
|
|
|
|
|
|
|
Base Price Per Minute (PPM) Rate
|
|
|
|
[*]
|
|
|
|
Line Of Business (LOB)
|
|
Location
|
|
Price Per
Hour (PPH)
|
|
Holiday/Overtime
PPH
|
|
Activations Offline
|
|
Kingston,
Ontario
|
|
[*]
|
|
[*]
|
|
|
|
|
|
|
|
|
|
Business Care Offline
|
|
Kingston,
Ontario
Sarnia, Ontario
|
|
[*]
|
|
[*]
|
|
|
|
|
|
|
|
|
|
Gen Care Offline Chat
|
|
Kingston,
Ontario
|
|
[*]
|
|
[*]
|
|
|
|
|
|
|
|
|
|
SIM-MSISDN - 19
|
|
Kingston,
Ontario
|
|
[*]
|
|
[*]
|
|
|
|
|
|
|
|
|
|
Web Correspondence
|
|
Kingston,
Ontario
|
|
[*]
|
|
[*]
|
|
|
|
|
|
|
|
|
|
WLNP Casework
|
|
Kingston,
Ontario
|
|
[*]
|
|
[*]
|
|
|
|
|
|
|
|
|
|
Business Care Offline Chat
|
|
Sarnia, Ontario
|
|
[*]
|
|
[*]
|
**NOTE: Pricing contingent
upon meeting adjusted Service Level goal and 95% staffing
level
|
Hourly Price Points
|
|
Price Per Hour
(PPH)
|
|
|
New Hire Training
|
|
$
|
[*]
|
|
|
Continuing Education
Training
|
|
$
|
[*]
|
|
|
Conversion Training
(80/40)
|
|
$
|
[*]
|
|
|
Conversion Training - Activations
and Consumer Credit (90/20)
|
|
$
|
[*]
|
|
|
Data Input of Down
|
