Exhibit 10.64
Portions of this exhibit have been omitted
pursuant to a request for
confidential treatment. The omitted
portions, marked "[***]," have been
separately filed with the Securities and
Exchange Commission.
CALLTECH
MASTER AGREEMENT FOR
OUTSOURCING CONTACT CENTER SUPPORT
ARTICLE 1
PARTIES TO THE AGREEMENT
Section 1.1
Parties to the Agreement
THIS AGREEMENT, for contact center support outsourcing
services,
effective as of August 5, 2004 ("Effective
Date") is between Bluefly, Inc., a
corporation with offices located at 42 West
39th Street, New York, NY 10018
("BLUEFLY") and CallTech Communications,
LLC ("CALLTECH"), with offices located
at 4335 Equity Drive, Columbus, Ohio
43228.
Section 1.2
Priority
This Agreement shall mean this agreement together with any
Statement of
Work executed pursuant to this Agreement.
In the event of a conflict between
this Agreement and a Statement of Work, the
Statement of Work shall prevail.
ARTICLE 2
SERVICES, HOURS OF OPERATION AND FACILITY
Section 2.1
Description of Services and Hours of Operation
CallTech will provide BLUEFLY services as detailed in the
attached
Statement(s) of Work (the "Services"). From
time to time during the Agreement,
BLUEFLY may request and CALLTECH may agree
to provide Additional Services. Any
such Additional Services will be performed
in accordance with the terms of this
Agreement and will be outlined in a
Statement of Work, which will be attached
hereto and incorporated herein. Both
BLUEFLY and CALLTECH must agree to and sign
the Statement of Work before any
obligations are incurred by either party as to
the requested Additional Services. BLUEFLY
will be entitled to make reasonable
changes to the Service Levels set forth in
the Statement of Work, provided that
such changes shall not take effect for a
reasonable period of time (not to
exceed 90 days) determined by CALLTECH to
be necessary to implement such
changes.
Section 2.2
Facility
CALLTECH will utilize the CALLTECH Support facility located in
Dublin,
Ohio ("Facility") for delivery of Services.
The Facility will be equipped with
telephone systems, computer systems, and
various CALLTECH support tools to be
used in the delivery of Services. CALLTECH
shall bear all expenses of operating
the Facility, including all expenses for
equipment and systems necessary to
connect to any telecommunications circuits
or facilities utilized by BLUEFLY to
bring BLUEFLY traffic to the Facility.
<PAGE>
ARTICLE 3
SERVICE LEVELS
Section 3.1
Definitions
Actual Handling Time: Shall mean (i) in the case of an Inbound
Call
handled by a Customer Service Representative ("CSR"), the time that
is
measured from when the call is physically connected to the CSR
until
the call is physically terminated, plus any Wrap Time; (ii) in the
case
of an Outbound Call, the time that is measured from when the call
is
initiated until the call is physically terminated, plus any Wrap
Time;
(iii) in the case of an E-Mail Contact or Written Contact, the
time
spent actually preparing the Contact, plus any Wrap Time. The
Actual
Handling Time will be measured to the second with no rounding up to
an
incremental amount.
Additional Services: Shall mean any Services not yet included in
a
Statement of Work at the time of the execution of this
Agreement.
Additional Services shall be subject to pricing specific to
those
services as outlined in the new Statement(s) of Work.
Agent: An employee of CALLTECH trained to provide Services for
BLUEFLY
Statement(s) of Work.
Automated Call: Shall mean an Inbound Call that is delivered to
a
CALLTECH electronic voice message or Interactive Voice Response
Unit
(IVR) for the means of providing Services as described in the
attached
Statement(s) of Work.
Contact: Shall mean a support incident, defined as a single
in-coming
or outbound support request, via telephonic voice (a "Voice
Contact"),
fax or written (a "Written Contact") or electronic correspondence
(an
"E-mail Contact" or "Chat Contact") regarding any product or
service.
Launch: Shall mean the first day Services are provided under each
SOW.
Also referred to as Launch Date and Launch Day.
Payroll Hour: Shall include all logged time, excluding Lunch.
Statement of Work: Shall mean an article or attachment to this
Agreement specifying the requirements of both parties in the
provision
of Services.
Wrap Time: Shall mean the time following the actual customer
call
during which the CSR completes any required call completion
information.
Section 3.2
Escalation Procedure
BLUEFLY recognizes that there may be instances where CALLTECH will
not
be able to resolve the BLUEFLY Contact
without BLUEFLY's assistance. Both
parties will mutually agree to an
escalation procedure for resolving support
problems that require BLUEFLY technical
personnel and/or any third party vendor
of BLUEFLY. BLUEFLY agrees to provide
necessary and timely resources to CALLTECH
for resolving escalated problems in a
timely manner and to communicate the
resolutions to CALLTECH in a timely
manner.
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<PAGE>
Portions of this exhibit have been omitted
pursuant to a request for
confidential treatment. The omitted
portions, marked "[***]," have been
separately filed with the Securities and
Exchange Commission.
ARTICLE 4
CALL VOLUME FORECASTING AND STAFFING
Section 4.1
Forecasting Requirements
BLUEFLY will provide monthly and daily Contact forecasting
information
to assist CALLTECH in its workforce and
resource planning efforts. Such forecast
shall be provided by BLUEFLY to CALLTECH no
later than the fifth day of each
month with data elements pertaining to the
next calendar month; the forecast
shall include all available media schedules
that are known to drive Contact
volume. The forecast shall detail Contact
volumes for each Contact type and for
each Statement of Work. The forecast shall
be a "rolling" forecast of
anticipated Contact volume by day for the
following three (3) months, based on
business judgment and reasonable
expectations. For the period from the Launch
Day to the end of the calendar month in
which the three-month anniversary of the
Launch Day occurs (the "First Three
Months"), staffing levels will be based upon
estimated Contact volumes mutually agreed
upon by BLUEFLY and CALLTECH.
Section 4.2
Staffing Levels
Services priced on an hourly basis will have a minimum staffing
level
of [***] Agents per Hour of Operation.
Staffing levels will be determined by
CALLTECH, using industry standard staffing
methodologies. Staffing levels will
be based upon the number of Agents required
to meet Service Levels based on the
Contact volumes provided in the monthly
forecasting information delivered by
BLUEFLY (or, during the First Three Months,
the forecasting information agreed
to by BLUEFLY and CALLTECH) in accordance
with Section 4.1. Staffing levels will
be detailed in a monthly staffing plan,
showing the recommended number of Agents
to be staffed each hour of each day for the
month. The monthly staffing plan
will be provided to BLUEFLY by CALLTECH no
more than five (5) days after receipt
of the monthly forecast. BLUEFLY shall
reserve the right to adjust the staffing
levels in the monthly staffing plan
providing that adjustments that are not
communicated to CALLTECH within five (5)
days of receipt of the monthly staffing
plan shall only be implemented to the
extent that CALLTECH can do so without
incurring additional expenses as a result
of unplanned increases or decreases in
staffing levels.. Should BLUEFLY request
CALLTECH reduce the labor hours
recommended for the program for a month,
CALLTECH will not be held accountable
to Service Level commitments that relate to
speed of answer or abandonment for
the month after making the recommended
staffing change.
Staffing levels for Services priced on a per-minute basis will
be
determined by CALLTECH, using industry
standard staffing methodologies. Staffing
levels will be based upon the number of
Agents required to meet Service Levels
based on the Contact volumes provided in
the monthly forecasting information
delivered by BLUEFLY (or, during the First
Three Months, the forecasting
information agreed to by BLUEFLY and
CALLTECH) in accordance with Section 4.1.
In the event that CALLTECH reasonably
believes, based upon the Contact volume
during the course of a month, that the
total Actual Handling Time logged by its
Agents during the month will be less than
[***]% of the Actual Handling Time
forecast by the latest monthly forecast
delivered pursuant to Section 4.1 (the
"Forecasted Actual Handling Time"), it will
inform BLUEFLY of such shortfall and
BLUEFLY will provide CALLTECH with work
that will allow its Agents to log Actual
Handling Time equal to at least [***]% of
the Forecasted Actual Handling Time.
Forecasted Actual Handling Time will be
calculated based on the average Actual
Handling Time for Contacts handled for that
particular month.
ARTICLE 5
TOOLS, TELECOMMUNICATIONS AND TRAINING
Section 5.1
Tools
BLUEFLY agrees to provide CALLTECH with sufficient copies of
Products
and related materials, including, but not
limited to, scripts, copies of
software, documentation, licenses and
Product information as
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<PAGE>
reasonably necessary to provide Services
for the Products. These BLUEFLY tools
are listed in the Statement(s) of Work.
CALLTECH acknowledges that its use of
such tools may be subject to the terms of
license agreements required by BLUEFLY
or its third party suppliers, and CALLTECH
agrees to abide by all the terms and
conditions of such licenses in connection
with its use of such tools. Bluefly's
third party licensors (including, without
limitation, Blue Martini and eShare)
shall be considered third party
beneficiaries of CALLTECH's obligations to abide
by such licenses. BLUEFLY shall only be
obligated to supply one copy of any
documentation or other such written
materials relating to any such tools, and
CALLTECH may make such number of copies
(and only such number of copies) of such
materials as are necessary for it to
provide Services hereunder.
Section 5.2
Telecommunications
BLUEFLY assumes all expenses related to the sending of Contacts
to
CALLTECH, including the costs for the
provision of telecommunication lines and
the bearing of network costs associated
with (i) routing Inbound Calls to the
Facility, and (ii) transporting outbound
calls conducted in fulfillment of the
Services detailed in the Statement(s) of
Work. CALLTECH is responsible for
properly equipping the Facility with the
necessary hardware to receive and
handle Contacts. CALLTECH will implement
the necessary processes and safeguards
to insure that the telecommunication lines
provisioned for BLUEFLY's use are
used solely for the business purposes
stated in the Statement(s) of Work and are
protected against unlawful use by outside
entities. CALLTECH will implement the
necessary security measures to isolate any
BLUEFLY information and applications
from the remainder of the CALLTECH
environment.
Section 5.2.1 Data
Connectivity
BLUEFLY assumes all expenses related to the transmission of
data
between CALLTECH and BLUEFLY, including
provision of required hardware (if any),
point-to-point circuitry, and the bearing
of network costs associated with the
volume of Data Traffic. CALLTECH will
provide its Agents with access to the
Internet.
Section 5.3
Training
BLUEFLY will provide one copy of necessary training materials
to
CALLTECH on all versions and aspects of
Products that are unique or specific to
BLUEFLY's services at no charge to
CALLTECH. CALLTECH trainers at CALLTECH's
Facility will provide training for CALLTECH
Agents, unless agreed upon
otherwise. Training will be delivered based
on a schedule that is mutually
agreeable. One copy of any required
software, technical notes and technical
documentation for all aspects of the
Products which are unique or specific to
BLUEFLY's services and all updates,
upgrades and revisions thereto required to
provide Service will be provided to
CALLTECH by BLUEFLY at no charge to
CALLTECH. CALLTECH agrees to use said
software and documentation for Service
purposes only. BLUEFLY will provide to
CALLTECH one copy of all existing
materials currently used by BLUEFLY to
train Agents to support the Products.
CALLTECH agrees to use said materials for
training and support purposes for the
Services only. CALLTECH may make such
number of copies (and only such number of
copies) of such materials as are necessary
for it to provide training to its
Agents to provide Services hereunder.
CALLTECH agrees to provide standard
CALLTECH support training to its employees
at the facility, which shall include
(at a minimum) training on the standard
types of underlying hardware, operating
system and application (e.g., browser)
software required or typically used in
conjunction with the Products. BLUEFLY
shall have the right to review and
approve the level of proficiency to which
the Agents are to be trained by
CALLTECH to facilitate the performance of
quality Services, which approval shall
not be unreasonably withheld. Except in an
emergency and upon consultation with
BLUEFLY, CALLTECH shall not assign Agents
to provide Services hereunder unless
they have received adequate training as
approved by BLUEFLY.
Section 5.4
Approval Rights
BLUEFLY shall have the right to approve all Agents and
supervisors
providing Services to Bluefly hereunder, as
well as the program manager (such
approval not to be unreasonably withheld)
and to provide incentives to any such
person in order to reward their performance
of the Services. In the event that
BLUEFLY is dissatisfied with the
performance of any such person and the parties
are unable to resolve such dissatisfaction
to
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<PAGE>
Portions of this exhibit have been omitted
pursuant to a request for
confidential treatment. The omitted
portions, marked "[***]," have been
separately filed with the Securities and
Exchange Commission.
BLUEFLY'S reasonable approval, CALLTECH
will take steps to replace such person
on a timely basis. BLUEFLY'S initial
program manager will be Chuck Riddle, and
CALLTECH agrees that, so long as Mr. Riddle
remains employed by CALLTECH for
such time, Mr. Riddle shall not be removed
from such position without BLUEFLY's
prior consent at any time prior to the
first anniversary of the Launch Day.
ARTICLE 6
FEES AND PAYMENT
Section 6.1 Fees for Set-Up and
Service
CALLTECH agrees to perform the Services described in this
agreement
based upon the pricing detailed on the
attached Statement(s) of Work.
Section 6.2
Payments
CALLTECH will provide BLUEFLY with invoices on the sixteenth (16th)
of
each month for the Services rendered from
the first (1st) through the fifteenth
(15th) of that month and on the first (1st)
of each month for the Services
rendered from the sixteenth (16th) through
the end of the previous month.
BLUEFLY agrees to pay CALLTECH net thirty
(30) days from receipt of invoices, in
US dollars. If BLUEFLY is delinquent in the
payment of any invoice, BLUEFLY
shall be obligated to pay interest and/or
late charges in a total amount not to
exceed one and one-half percent (1 1/2%)
per month on the unpaid balance of any
undisputed portion of the invoice which is
unpaid. In the event of a dispute
with regard to a portion of any invoice,
the disputed portion may be withheld
until resolution of the dispute but any
undisputed portion shall be paid as
provided herein.
Section 6.3
Applicable Sales Taxes; Employee Benefits
The fees payable under this Agreement shall not be construed to
include
local, state or federal sales, use or other
similar taxes or duties. Each party
is responsible for their own tax
liabilities. CALLTECH shall be solely
responsible for the preparation and filing
of its Agents' and other employees'
income tax forms and the payment of all of
such persons' salaries, employee
benefits and other compensation.
ARTICLE 7
TERM OF AGREEMENT
Section 7.1
Term
The initial term of this Agreement shall be 1 (one) year from
the
Effective Date. This Agreement will
automatically renew for successive one year
terms unless either party cancels this
Agreement in writing 90 (ninety) days
prior to the end of the term (a "Notice of
Cancellation"). In the event that
CALLTECH elects not to renew this Agreement
on its then-current terms prior to
the third anniversary of the Effective Date
by providing a Notice of
Can
