EXHIBIT 10.52
This Work Order GAMSA-STAR081106-00.S.001
(“WO”) is issued pursuant to the Master Services
Agreement No. GAMSA-STAR081106-00 dated October 1, 2006
(“Agreement”) between AT&T Mobility LLC f/k/a
Cingular Wireless LLC (“AT&T Mobility”) and StarTek
USA Inc. (“Supplier”) and the Agreement is incorporated
by reference herein. Capitalized terms used in this Work
Order not otherwise defined herein shall have the definitions
specified in the Agreement. If the Work Order conflicts with
the terms and conditions of the Agreement, the terms and conditions
of the Agreement shall control unless set forth in the
“Special Considerations” section of this Work Order in
which case the WO shall govern and control.
AT&T Mobility hereby authorizes Supplier to
perform the following Services:
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SCOPE OF WORK
1.1
Supplier consumer customer services
representatives (“CSRs”) shall take and handle inbound
customer care inquiries by program (“Program”) for the
[*] call center as set forth in Exhibit C in accordance with
the AT&T Mobility hours of operation set forth in
Section 1.2 subject to applicable laws at the rates set forth
in Exhibit B. Any other customer care activities,
changes that result in the nature or type, market or mix of calls
to change, including any changes to the mix of Program
project(s) supported by Site as set forth in Exhibit C
attached hereto, shall be subject to Exhibit 5 of the
Agreement.
1.2
Services shall be performed Monday
through Sunday, not including Holidays as set forth in
Exhibit B , at the hours of operations (“Hours of
Operation”) set forth in Exhibit D by site
(“Site”):
Hours of Operation may be amended
from time to time as set forth in Exhibit 5 of the
Agreement. AT&T Mobility reserves the right to modify
(decrease or increase) Services Hours of Operation upon [*]([*])
calendar days written notice to Supplier. AT&T Mobility
agrees to utilize the Change in Scope procedures to effect this
change.
2.
PRIMARY CONTACT
INFORMATION
2.1
The individuals listed in the table
below will serve as primary contact for the Program. Any
changes will be done in accordance with Exhibit 5 of the
Agreement.
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AT&T Mobility Contacts
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Supplier Contact(s)
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Name: [*]
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Name: [*]
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Address: [*]
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Address: [*]
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Phone: [*]
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Phone: [*]
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Cell: [*]
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Cell: [*]
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E-mail: [*]
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E-mail: [*]
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3.
TERM
3.1
The Term of this Work Order shall
commence on October 1, 2008 (“Effective Date”),
and shall continue until midnight on April 28, 2010 (the
“Initial Term). The Work Order may be terminated as
allowed in the Agreement or in this Work Order.
4.
SERVICE SPECIFICATIONS AND
REQUIREMENTS
4.1
The deliverables to be delivered by
Supplier to AT&T Mobility pursuant to this Work Order are
listed in Exhibit A “Deliverables Matrix” (the
“Deliverables”).
5.
AT&T MOBILITY SYSTEMS USE AND
DOWNTIME
5.1
Should AT&T Mobility systems
become unavailable to Supplier, Supplier will follow the
notification instructions contained in AT&T Mobility’s
Downtime Policy as provided by AT&T Mobility. Supplier
will utilize downtime forms to capture call information on the
AT&T Mobility-provided downtime forms and will input into
AT&T Mobility systems as soon as reasonably possible after
restoration of the impacted systems. AT&T Mobility shall
pay the applicable Billable Hour rate for this function.
Supplier shall be excused from Performance Standards for the
duration of the system outage.
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5.2
If the telecommunications systems
are in failure due to AT&T Mobility, AT&T Mobility may
require Supplier’s CSRs to go into pure AUX state, whereby
they are not receiving calls. AT&T Mobility shall still
be charged the actual outage time incurred for the amount of time
affected. Supplier shall be excused from Performance
Standards for the duration of the outage.
5.3
The AT&T Mobility system will be
completely down during certain after-hour times and other scheduled
times throughout the year for maintenance. When practical,
AT&T Mobility will advise Supplier of the scheduled maintenance
at least [*] ([*]) [*] prior to the times and dates that the
systems will not be available due to maintenance.
5.4
Notwithstanding the foregoing, in
the event of a Supplier system/telecommunications outage, Supplier
will utilize CSRs’ [*] for offline work and training for the
duration of the outage. AT&T Mobility shall not be
charged for [*] for the duration of a Supplier system
outage.
5.5
Supplier shall advise the AT&T
Mobility Contact and/or Vendor Manager when any AT&T
Mobility-provided system is down for more than [*]. Supplier
shall provide an escalation plan with mitigating action in the
event of systems disruption to be approved by AT&T Mobility by
Services launch.
5.6
Supplier will continue to provide
the Services under this Work Order if AT&T Mobility relocates
its operations to an interim or substitute facility or otherwise
implements any of its internal disaster recovery plans.
5.7
Failure to comply materially with
this Section constitutes a material breach of the
Agreement.
6.
PERFORMANCE
STANDARDS:
6.1
AT&T Mobility and Supplier have
developed the standards set forth in this Work Order, (hereinafter
“Performance Standards”) to ensure the delivery of high
quality, efficient customer service. Effective upon signature
of this Work Order by both parties (“Execution Date”),
Performance Standard measurements for Sites existing on the
Execution Date shall begin the month following the Execution Date,
or for the Performance Standards related to First Call Resolution
and Total Resolved, the next full or prorated per complete months
remaining, as the case may be, calendar quarter. Performance
Standards for Sites opening after the Execution Date shall be
applicable to Services performed from a particular Site/Program [*]
([*]) [*] after Site opening, or as outlined in the Performance
Measurements attached hereto as Exhibit E. Furthermore,
anytime a particular Site/Program increases by more than [*]
percent ([*]%) over a [*] ([*]) [*] period (measured by the [*]-Day
Lock FTE), Performance Standards shall not apply with respect to
such Site/Program until [*] ([*]) [*] after the incremental
Site/Program staff has been in Production handling customer
calls. Before the application of any of the Performance
Standards, the parties agree to meet and discuss in good faith
changes to the Performance Standards set forth and the relevant
AT&T Mobility invoice credits and Supplier earned debits or
bonuses with respect to such Performance Standards based on
performance prior to such Performance Standards taking effect.
Performance Standards hereunder shall be measured by Program at
each Site and shall exclude [*]as set forth herein this Work
Order. Any invoice credits owed or debits earned by Supplier
shall only apply to the Services invoiced for the particular
Site/Program subject to Section 1.1 herein for which it was
measured and shall be assessed to Customer Service Experience
(“CSE”) Program Billable Hours in Production
only. Any invoice debits earned by Supplier will be used to
offset AT&T Mobility invoice credits only, except for
Section 6.3.3 Occupancy which may earn a true debit.
Notwithstanding the foregoing, Supplier may earn a Bonus subject to
Sections 6.3.1 and 6.3.2. AT&T Mobility invoice credits,
Supplier earned debits to AT&T Mobility invoice credits, and
bonuses will be calculated as set forth in Section 6.3 and
shall be applied on a quarterly basis.
6.2
Call Volume Forecasting /
Staffing. Each month on a by Site/Program basis, AT&T
Mobility shall provide Supplier [*]([*]) written forecasts to be
used by Supplier as a guide for recruitment, planning and staffing
activities. The [*] ([*]) written forecasts are as
follows:
1. [*] Day Outlook Forecast
with the required number of Full Time Equivalents
(“FTEs”) by Site/Program for recruitment
purposes
2. [*] Day Locked Forecast
with the estimated daily number of calls by Site/Program for
planning purposes as well as forecasted modification training for
the applicable month (“[*] Day Lock”)
PRIVATE/PROPRIETARY/LOCK
The information contained in this Agreement is
not for use or disclosure outside AT&T, Supplier, their
affiliated companies and their third party representatives, except
under written Agreement by the contracting Parties.
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3. [*] Day Forecast with daily call arrival
patterns by Site/Program
Supplier shall provide FTE staffing
pursuant to the mutually agreed upon []* Day Lock based upon the
[*] Day Outlook Forecast, which will include an assumption of the
current training and nesting requirements set forth in
Exhibit D. Notwithstanding the foregoing, in the event
that AT&T Mobility requests training to extend beyond the
current requirements set forth in Exhibit D, the parties shall
address the change subject to Exhibit 5 of the
Agreement.
The mutually agreed upon [*] Day
Lock represents a commitment by AT&T Mobility and Supplier with
respect to staffing levels. Once the [*] Day Lock is agreed
to, AT&T Mobility agrees to compensate Supplier for the
Billable Hours incurred for the applicable month, and it is
Supplier’ responsibility to staff to the [*] Day Lock as
mutually agreed upon. In cases where Supplier has duplicate
Programs across Sites, AT&T Mobility and Supplier shall
mutually agree upon volume changes at a Site level as long as the
[*] Day Lock remains unchanged. In the event that actual
volumes are less than the [*] Day Lock, Supplier will use
reasonable best efforts to ensure productive utilization of CSRs by
offering voluntary go home (“VGH”), internal training,
etc.
Each [*] Day Forecast will be
prepared on a Site/Program basis in [*] ([*]) [*] intervals and
will include estimated call volumes, estimated average handle
times, estimated shrinkage percentages and, when available, any
other information which would be relevant for Supplier in providing
the Services.
Both AT&T Mobility and Supplier
will need to agree upon the volume forecasts and related staffing
when the [*] Day Lock represents [*]% change from the previous [*]
Day Outlook Forecast, as it may require additional new hire
training. The parties shall mutually agree upon adjusted
staffing for the modified forecast volumes pursuant to
Exhibit 5 of the Agreement. Notwithstanding the
foregoing, in the event a Site requires a reduction of more than
[*] ([*]) CSRs , Supplier shall have [*] ([*]) days from receipt of
written notice, or the minimum number of days required to maintain
compliance with the laws applicable in the affected Site’s
location, to comply with the AT&T Mobility provided
forecast.
a)
The Performance Standards outlined
in this Work Order may be changed by AT&T Mobility upon [*]
([*]) days written notice to Supplier per the procedure outlined in
Exhibit 5, Management Procedures for Change in Scope of the
Agreement.
b)
Notwithstanding the foregoing
Performance Metrics and/or AT&T Mobility invoice credits under
this WO or the Agreement shall be waived to the extent they are
attributable to a failure caused by AT&T Mobility or if actual
call volume for the Program exceeds or is less than the [*] Day
Lock for such Site/Program by more than [*] percent ([*]%) or as
otherwise set forth in this Work Order or the Agreement.
c)
Material failure to meet the same
Performance Standards at the same Site/Program for [*] ([*])
consecutive months shall be considered a material
default.
d)
Supplier shall provide at least [*]
percent ([*]%) of the staffing pursuant to the [*] Day Lock and in
any case shall use reasonable efforts to achieve [*] percent ([*]%)
of the staffing pursuant to the [*] Day Lock, and AT&T Mobility
shall provide at least [*] percent ([*]%) of the Billable Hours
pursuant to the [*] Day Lock. If Supplier fails to staff at
least [*] percent ([*]%) of the [*] Day Lock and the shortage
materially impacts AT&T Mobility’s ability to provide
services to its customers, Supplier’s failure will be
considered a material default. At the request of AT&T
Mobility, Supplier will provide a corrective action plan for such
breach.
e)
Supplier shall be excused from
Performance Metrics and/or AT&T Mobility invoice credits under
this SOW in the event the parties determine that the components
and/or assumptions used to determine the [*] Day Lock are
inaccurate resulting in Supplier failing to meet Performance
Metrics. The parties will mutually agree upon which component
and/or assumption is inaccurate, will correct and re-run current
and future forecasts utilizing the corrected components and/or
assumptions. Variable assumptions and/or components include,
but shall not be limited to: [*].
6.3
Performance Metrics: The
following Performance Metrics shall be measured on a Site basis and
shall apply to the Customer Service Experience (“CSE”)
program only, and shall be subject to material default and the
applicable AT&T Mobility invoice credit, Supplier earned debit
to AT&T Mobility’s invoice credit, or Bonus set forth
herein. Notwithstanding the foregoing, AT&T Mobility may
request that additional Programs be subject to the Performance
Metrics and subject to Exhibit 5 of the Agreement.
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6.3.1
First Call Resolution Rate
(“FCR”) : FCR
will be measured quarterly by Site by the [*]and [*] which shall be
considered one (1) Program for the purposes of FCR stack
ranking and shall be ranked against Like Sites’ national
average, contingent upon a sample size of at least [*]([*]) per
Site. Sample sizes of less than [*]([*]) shall be excluded
from the quarterly measurement. AT&T Mobility or AT&T
Mobility vendor sites with samples sites of less than [*]([*])
shall not be included in the stack ranking. FCR shall be
waived in the event Supplier’ results are within the top
[*]percent ([*]%) of stacked ranking measured by region, regardless
if Supplier results fall within the third or fourth quartile when
measured against the national average for overall Like
Sites.
Example:
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Assumptions:
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Overall Like Sites national average
results:
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[*]%
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Results for top fifty percent ([*]%)
of Like Sites measured by region:
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[*]%-[*]%
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Supplier results:
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[*]%
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Supplier results within the top [*]
percent ([*]%) of the results measured by region. FCR
Performance Standard and associated AT&T Mobility invoice
credit is waived.
AT&T Mobility invoice credits
and Supplier earned offset debits will be applied at the end of the
quarter, by Site/Program pursuant to Exhibit E. New sites will
be measured [*]after the first call received in Production.
Converted sites (sites subject to Conversion training as described
in Exhibit B herein) will be measured [*] after the first call
received in Production. The AT&T Mobility invoice credits and
Supplier earned offset debits will be applied in the following
fashion based on FCR scores:
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[*]% to [*]% of Like sites
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[*]% AT&T Mobility invoice credit
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>[*]% to [*]% of Like Sites
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[*]% AT&T Mobility invoice credit
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>[*]% to [*]% of Like Sites
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[*]% Supplier earned offset debit
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>[*]% to [*]% of Like Sites
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[*]% Supplier earned offset debit
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Not to exceed [*]% AT&T Mobility
invoice credit
A [*]([*]%) bonus may apply on a per
Site basis if the FCR stretch target is achieved in any quarter
(“Bonus”). The stretch target for First Call
Resolution is [*]percent ([*]%) or better. The Bonus shall be
calculated as follows: 1) The quarterly invoice
credit(s) /debit(s) shall be calculated (“Offset
Result”), then (2) the Bonus shall be applied to the
Offset Result.
6.3.2
Total Resolved
(“TR”) : will
be measured [*]by Site by the [*] and [*] which shall be considered
one (1) Program for the purposes of TR stack ranking and
ranked against Like Sites’ national average, contingent upon
a sample size of at least [*]([*]) per Site. Sample sizes of
less than [*]([*]) shall be excluded from the [*]measurement.
TR shall be waived in the event Supplier’ results are within
the top [*]percent ([*]%) of stacked ranking measured by region,
regardless if Supplier results fall within the [*] or [*] quartile
when measured against the national average for overall Like
Sites.
Example:
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Assumptions:
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Overall Like Sites national average
results:
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[*]%
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Results for top [*] percent ([*]%)
of Like Sites measured by region:
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[*]%-[*]%
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Supplier results:
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[*]%
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Supplier results within the top [*]
percent ([*]%) of the results measured by region. TR
Performance Standard and associated AT&T Mobility invoice
credit is [*]. AT&T Mobility invoice credits and Supplier
earned offset debits will be applied at the [*], by Site/Program
pursuant to Exhibit E. New sites will be measured [*] after
the first call received in Production. Converted sites (Sites
subject to Conversion training as described in Exhibit B
herein) will be measured [*] after the first call received in
Production. The AT&T Mobility invoice credits and
Supplier earned offset debits will be applied in the following
fashion based on Total Resolved scores:
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[*]% to [*]% of Like Sites
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[*]% AT&T Mobility invoice credit
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>[*]% to [*]% of Like Sites
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[*]% AT&T Mobility invoice credit
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>[*]% to [*]% of Like Sites
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[*]% Supplier earned offset debit
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>[*]% to [*]% of Like Sites
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[*] % Supplier earned offset debit
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Not to exceed [*]% AT&T Mobility
invoice credit.
A [*]percent ([*]%) bonus may apply
on a per Site basis if the FCR and TR stretch targets are achieved
in any [*](“Bonus”). The stretch target for Total
Resolved is [*]percent ([*]%) or better. The Bonus shall be
calculated as follows: 1) The quarterly invoice
credit(s) /debit(s) shall be calculated (“Offset
Result”), then (2) the Bonus shall be applied to the
Offset Result.
6.3.3
Occupancy Rate Target of
[*]%: The Occupancy Rate
will be measured monthly, and shall be calculated by[*]. The
Occupancy Performance Standard and associated AT&T Mobility
invoice credit will be [*]in the event that the actual call volume
is less than [*]percent ([*]%) of the [*] Day Lock. Any
individual days where the actual call volumes are less than the [*]
Day Forecast
