þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
(State or other jurisdiction of incorporation or organization) |
84-1370538
(I.R.S. employer Identification No.) |
|
44 Cook Street, 4
th
Floor
Denver, Colorado (Address of principal executive offices) |
80206
(Zip code) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, $.01 par value | New York Stock Exchange, Inc. |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o |
Page # | ||||||||
|
||||||||
|
||||||||
|
||||||||
3 | ||||||||
|
||||||||
4 | ||||||||
|
||||||||
5 | ||||||||
|
||||||||
6 | ||||||||
|
||||||||
13 | ||||||||
|
||||||||
19 | ||||||||
|
||||||||
21 | ||||||||
|
||||||||
|
||||||||
21 | ||||||||
|
||||||||
21 | ||||||||
|
||||||||
22 | ||||||||
|
||||||||
|
||||||||
Exhibit 4.2 | ||||||||
Exhibit 10.117 | ||||||||
Exhibit 10.118 | ||||||||
Exhibit 10.119 | ||||||||
Exhibit 10.120 | ||||||||
Exhibit 10.121 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2007
2006
2007
2006
$
63,169
$
61,865
$
179,648
$
178,495
52,853
52,104
151,885
150,758
10,316
9,761
27,763
27,737
9,693
7,533
28,125
22,495
1,032
4,050
(409
)
2,228
(4,412
)
5,242
232
337
563
1,403
(177
)
2,565
(3,849
)
6,645
548
(995
)
588
(2,114
)
$
371
$
1,570
$
(3,261
)
$
4,531
$
0.03
$
0.11
$
(0.22
)
$
0.31
$
0.03
$
0.11
$
(0.22
)
$
0.31
$
$
0.25
$
$
0.75
Table of Contents
Condensed Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)
As of
September 30,
December 31,
2007
2006
$
17,057
$
33,437
16,350
5,933
51,087
46,364
3,856
1,281
2,442
3,009
1,374
92,166
90,024
57,417
60,101
3,755
4,444
1,205
1,166
$
154,543
$
155,735
$
4,067
$
6,061
6,938
6,798
5,114
4,146
176
77
517
623
338
4,721
5,654
1,850
754
954
173
572
329
25,532
24,330
8,316
10,314
781
2,082
1,928
35,930
37,353
147
147
62,429
61,669
2,808
1,222
37
1
875
(235
)
52,317
55,578
118,613
118,382
$
154,543
$
155,735
Table of Contents
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
Nine Months Ended
September 30,
2007
2006
$
(3,261
)
$
4,531
12,724
12,468
760
242
3,583
482
(1,528
)
(36
)
53
(98
)
(4,230
)
(7,258
)
644
348
(1,624
)
143
(2,579
)
2,992
1,719
(604
)
8,271
11,200
(28,931
)
(200,355
)
18,569
210,604
(10,605
)
(16,116
)
343
(20,967
)
(5,524
)
1,112
(4,191
)
(1,888
)
(12,616
)
(4,191
)
(13,392
)
507
(439
)
(16,380
)
(8,155
)
33,437
17,425
$
17,057
$
9,270
$
570
$
130
$
1,576
$
2,389
$
36
$
25
Table of Contents
(Dollars in thousands, except per share data)
Table of Contents
Table of Contents
Gross
Gross
Unrealized
Unrealized
Basis
Gains
Losses
Fair Value
$
1,000
$
1
$
$
1,001
15,316
43
10
15,349
$
16,316
$
44
$
10
$
16,350
Within 1
Year
1 - 5 Years
Total
Fair Value
$
$
1,000
$
1,000
$
1,001
13,823
1,493
15,316
15,349
$
13,823
$
2,493
$
16,316
$
16,350
Table of Contents
Three Months Ended
Nine Months Ended
September 30,
September 30,
2007
2006
(1)
2007
2006
(1)
49.0
%
50.4
%
51.4
%
53.7
%
22.7
%
20.3
%
21.0
%
21.1
%
(1)
Data shown above for AT&T, Inc. for 2006 has been adjusted from amounts
previously reported on Form 10-Q for Cingular Wireless, LLC and AT&T Corp. due to the recent merger
these two clients.
Three Months Ended
Nine Months Ended
September 30,
September 30,
2007
2006
2007
2006
$
371
$
1,570
$
(3,261
)
$
4,531
679
(47
)
1,586
224
667
(106
)
1,110
(80
)
27
(1
)
36
25
$
1,744
$
1,416
$
(529
)
$
4,700
Table of Contents
Nine Months Ended September 30,
2007
2006
35.0
%
35.0
%
2.8
%
1.4
%
0.0
%
(6.2
%)
(43.8
%)
(1.3
%)
20.0
%
0.0
%
1.3
%
2.9
%
15.3
%
31.8
%
Table of Contents
Table of Contents
Three Months Ended September 30,
Nine Months Ended September 30,
2007
2006
2007
2006
3.90% - 4.62%
4.74% - 5.05%
3.90% - 4.74%
4.74% - 5.11%
0%
7.51% - 9.02%
0%
6.63% - 9.02%
43.12% - 43.45%
42.02% - 55.00%
43.12% - 50.47%
42.02% - 55.0%
4.0
4.2
4.4
3.9
Weighted Average
Aggregate
Weighted Average
Remaining
Intrinsic Value
Shares
Exercise Price
Contractual Term
(000s)
940,200
$
18.58
1,249,180
9.92
(484,913
)
13.90
1,704,467
$
13.57
8.6
$
376
464,728
$
22.08
6.4
$
7
Table of Contents
Table of Contents
grow our existing client base by deepening and broadening our relationships,
add new clients in the communications segment and continue to diversify our client base,
improve the profitability of our business through operational improvements and securing higher margin business,
add new services to broaden our offering to the communications segment and
make prudent acquisitions to expand our business scale and service offerings.
Three Months Ended September 30,
Nine Months Ended September 30,
2007
2006
2007
2006
$
63,169
100.0
%
$
61,865
100.0
%
$
179,648
100.0
%
$
178,495
100.0
%
52,853
83.7
%
52,104
84.2
%
151,885
84.5
%
150,758
84.5
%
10,316
16.3
%
9,761
15.8
%
27,763
15.5
%
27,737
15.5
%
9,693
15.3
%
7,533
12.2
%
28,125
15.7
%
22,495
12.6
%
1,032
1.6
%
0.0
%
4,050
2.3
%
0.0
%
(409
)
-0.6
%
2,228
3.6
%
(4,412
)
-2.5
%
5,242
2.9
%
232
0.4
%
337
0.5
%
563
0.3
%
1,403
0.8
%
(177
)
-0.3
%
2,565
4.1
%
(3,849
)
-2.1
%
6,645
3.7
%
548
0.9
%
(995
)
-1.6
%
588
0.3
%
(2,114
)
-1.2
%
371
0.6
%
1,570
2.5
%
(3,261
)
-1.8
%
4,531
2.5
%
Table of Contents
Table of Contents
Table of Contents
Less Than
One to Three
Four to
More than
One Year
Years
Five Years
Five Years
Total
$
4,721
$
7,637
$
679
$
$
13,037
4,328
11,621
2,995
17
18,961
1,097
428
1,525
$
10,146
$
19,686
$
3,674
$
17
$
33,523
Table of Contents
(1)
Long-term debt consists of our $10.0 million, 3.65% fixed rate equipment loan, our
Canadian dollar secured equipment loan and our secured promissory note as discussed
previously, and debt associated with our Greeley North facility, which is forgiven at a
rate of $26 thousand per year as long as we remain in the facility.
(2)
We lease facilities and equipment under various non-cancelable operating leases.
(3)
Purchase obligations include commitments to purchase goods and services that in some
cases may include provisions for cancellation.
Table of Contents
Table of Contents
Within 1
Year
1 - 5 Years
Total
Fair Value
$
$
1,000
$
1,000
$
1,001
13,823
1,493
15,316
15,349
$
13,823
$
2,493
$
16,316
$
16,350
Table of Contents
Table of Contents
Exhibit No.
Description
Restated Certificate of Incorporation of the Company (incorporated herein by reference to Form S-1 Registration Statement filed with the
Securities and Exchange Commission on January 29, 1997).
3.2
Restated Bylaws of the Company (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on August 2,
2007).
3.3
Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 21, 1999
(incorporated herein by reference to Form 10-K Annual Report filed with the Securities and Exchange Commission on March 8, 2000).
3.4
Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 23, 2000
(incorporated herein by reference to Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 14, 2000).
4.2*
Specimen Common Stock certificate.
10.115
Form of Executive Employment Contract (incorporated herein by reference to Form 8-K Current Report filed with the Secutities and Exchange
Commission on August 21, 2007).
10.116
Employment Agreement between StarTek, Inc. and David G. Durham dated August 22, 2007 (incorporated herein by reference to Form 8-K Current
Report filed with the Secutities and Exchange Commission on August 27, 2007).
10.117*
Extension of term of contract by and between StarTek, Inc. and T-Mobile USA, Inc. for certain call center services dated July 31, 2007.
10.118*
Extension of term of contract by and between StarTek, Inc. and T-Mobile USA, Inc. for certain call center services dated August 30, 2007.
10.119*
Extension of term of contract by and between StarTek, Inc. and T-Mobile USA, Inc. for certain call center services dated September 26, 2007.
10.120&*
Services agreement and statement of work by and between StarTek, Inc. and T-Mobile USA, Inc. for certain call center services dated
effective October 1, 2007.
10.121*
Extension of term of contract by and between StarTek, Inc. and AT&T Mobility, LLC (f/k/a Cingular Wireless, LLC) for certain call center
services dated effective September 29, 2007.
31.1*
Certification of A. Laurence Jones pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of David G. Durham pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Written Statement of the Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
*
Filed with this Form 10-Q.
Management contract or compensatory plan or arrangement.
&
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the
Securities and Exchange Commission.
Table of Contents
/s/ A. LAURENCE JONES
Chief Executive Officer and President
Date: November 6, 2007
/s/ DAVID G. DURHAM
Chief Financial Officer, Executive Vice President,
and Treasurer
Date: November 6, 2007
Table of Contents
Exhibit No.
Description
3.1
Restated Certificate of Incorporation of the Company (incorporated herein by reference to Form S-1 Registration Statement filed with the
Securities and Exchange Commission on January 29, 1997).
3.2
Restated Bylaws of the Company (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on August 2,
2007).
3.3
Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 21, 1999
(incorporated herein by reference to Form 10-K Annual Report filed with the Securities and Exchange Commission on March 8, 2000).
3.4
Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 23, 2000
(incorporated herein by reference to Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 14, 2000).
4.2*
Specimen Common Stock certificate.
10.115
Form of Executive Employment Contract (incorporated herein by reference to Form 8-K Current Report filed with the Secutities and Exchange
Commission on August 21, 2007).
10.116
Employment Agreement between StarTek, Inc. and David G. Durham dated August 22, 2007 (incorporated herein by reference to Form 8-K Current
Report filed with the Secutities and Exchange Commission on August 27, 2007).
10.117*
Extension of term of contract by and between StarTek, Inc. and T-Mobile USA, Inc. for certain call center services dated July 31, 2007.
10.118*
Extension of term of contract by and between StarTek, Inc. and T-Mobile USA, Inc. for certain call center services dated August 30, 2007.
10.119*
Extension of term of contract by and between StarTek, Inc. and T-Mobile USA, Inc. for certain call center services dated September 26, 2007.
10.120&*
Services agreement and statement of work by and between StarTek, Inc. and T-Mobile USA, Inc. for certain call center services dated
effective October 1, 2007.
10.121*
Extension of term of contract by and between StarTek, Inc. and AT&T Mobility, LLC (f/k/a Cingular Wireless, LLC) for certain call center
services dated effective September 29, 2007.
31.1*
Certification of A. Laurence Jones pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of David G. Durham pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Written Statement of the Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
*
Filed with this Form 10-Q.
Management contract or compensatory plan or arrangement.
&
Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the
Securities and Exchange Commission.
.016570| 003590|127C|RESTRICTED||4|057-423 NNNNN COMMON STOCKCOMMON STOCK PAR VALUE $.01THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA AND JERSEY CITY, NJ CertificateShares Number * * 6 0 0 6 2 0 * * * * * * ZQ 000000* * * 6 0 0 6 2 0 * * * * * * * * * 6 0 0 6 2 0 * * * * STARTEK, INC. * * * * * 6 0 0 6 2 0 * * * INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE* * * * * * 6 0 0 6 2 0 * * ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David THIS CERTIFIES THATSample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample MR. SAMPLE **** Mr. Alexander David Sample **** Mr. Alexander David &Sample MRS. **** Mr. Alexander David SAMPLE Sample **** Mr. Alexander David Sample **** Mr. & CUSIP 85569C 10 7 Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander MR. David Sample SAMPLE **** Mr. Alexander David Sample & **** Mr. Alexander MRS. David Sample **** SAMPLE Mr. Alexander David Sample **** Mr. Alexander SEE REVERSE FOR CERTAIN DEFINITIONS David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample is the owner of**600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares*** *600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares**** 600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****6 00620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****60 * * * SIX HUNDRED THOUSAND 0620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600 620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares***600620**Shares****600620**Shares****60062 0**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620 **Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620* *Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620** SIX HUNDRED AND TWENTY* * * Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620** Shares****600620**S hares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Shares****600620**Sh FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF StarTek, Inc. transferable on the books of the Corporation by the holder hereof or by duly authorized attorney upon surrender of this certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. President DATED Month Day, Year COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, Chairman of the Board By SecretaryAUTHORIZED SIGNATURE CUSIP XXXXXX XX X Holder ID XXXXXXXXXX Insurance Value 1,000,000.00 Number of Shares 123456 DTC 12345678 123456789012345 PO BOX 43004, Providence, RI 02940-3004 Certificate NumbersNum/No. Denom. Total MR A SAMPLE1234567890/1234567890111 DESIGNATION (IF ANY)1234567890/1234567890222 ADD 11234567890/1234567890333 ADD 21234567890/1234567890444 ADD 3 ADD 41234567890/1234567890555 1234567890/1234567890666 Total Transaction7 _____ . |
STARTEK, INC. The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or the Transfer Agent. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM as tenants in commonUNIF GIFT MIN ACT- . . . . . . . . . .Custodian . . . . . . . . . . . . . . . (Cust)(Minor) TEN ENT as tenants by the entiretiesunder Uniform Gifts to Minors Act . . . . . . . . . . . . . (State) JT TEN as joint tenants with right of survivorship _____ UNIF TRF MIN ACT . . . . . . . . . . . . . . .Custodian (until age. . . ). . . . . . . . . . . and not as tenants in common (Cust) (Minor) under Uniform Transfers to Minors Act. . . . . . . . . . (State) Additional abbreviations may also be used though not in the above list. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE For value received, _____ hereby sell, assign and transfer unto _____ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) _____ _____ _____ Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _____ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated: _____ 20 _____ Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. Signature: _____ Signature: _____ Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. |
T-MOBILE USA, INC. | STARTEK USA, INC. | |||||
|
||||||
By:
|
/s/ BETTY JONES | By: | /s/ PATRICK M. HAYES | |||
|
||||||
|
||||||
Name:
|
Betty Jones | Name: | Patrick M. Hayes | |||
|
||||||
|
||||||
Title:
|
VP Customer Care | Title: | COO | |||
|
||||||
|
||||||
Date Signed:
|
7/31/07 | Date Signed: | 8/3/07 | |||
|
T-MOBILE USA, INC. | STARTEK USA, INC. | |||||
|
||||||
By:
|
/s/ BETTY JONES | By: | /s/ PATRICK M. HAYES | |||
|
||||||
|
||||||
Name:
|
Betty Jones | Name: | Patrick M. Hayes | |||
|
||||||
|
||||||
Title:
|
VP Customer Services | Title: | COO | |||
|
||||||
|
||||||
Date Signed:
|
9/3/07 | Date Signed: | 8/30/07 | |||
|
T-MOBILE USA, INC. | STARTEK USA, INC. | |||||
|
||||||
By:
|
/s/ BETTY JONES | By: | /s/ PATRICK M. HAYES | |||
|
||||||
|
||||||
Name:
|
Betty Jones | Name: | Patrick M. Hayes | |||
|
||||||
|
||||||
Title:
|
Vice President, Customer Care | Title: | COO | |||
|
||||||
|
||||||
Date Signed:
|
Date Signed: | 28 Sept 07 | ||||
|
T-Mobile USA Confidential | - 1 - | 10/22/2007 |
T-Mobile USA Confidential | - 2 - | 10/22/2007 |
T-Mobile USA Confidential | - 3 - | 10/22/2007 |
T-Mobile USA Confidential | - 4 - | 10/22/2007 |
T-Mobile USA Confidential | - 5 - | 10/22/2007 |
T-Mobile USA Confidential | - 6 - | 10/22/2007 |
T-Mobile USA Confidential | - 7 - | 10/22/2007 |
T-Mobile USA Confidential | - 8 - | 10/22/2007 |
T-Mobile USA Confidential | - 9 - | 10/22/2007 |
T-Mobile USA Confidential | - 10 - | 10/22/2007 |
T-Mobile USA Confidential | - 11 - | 10/22/2007 |
T-Mobile USA Confidential | - 12 - | 10/22/2007 |
T-Mobile USA Confidential | - 13 - | 10/22/2007 |
T-Mobile USA Confidential | - 14 - | 10/22/2007 |
T-Mobile USA Confidential | - 15 - | 10/22/2007 |
T-Mobile USA Confidential | - 16 - | 10/22/2007 |
T-Mobile USA Confidential | - 17 - | 10/22/2007 |
T-Mobile USA Confidential | - 18 - | 10/22/2007 |
T-Mobile USA Confidential | - 19 - | 10/22/2007 |
T-Mobile USA Confidential | - 20 - | 10/22/2007 |
T-Mobile USA Confidential | - 21 - | 10/22/2007 |
T-Mobile USA Confidential | - 22 - | 10/22/2007 |
STARTEK USA, INC. | T-MOBILE USA, INC. | |||||
|
||||||
By:
|
/s/ PATRICK M. HAYES | By: | /s/ BRIAN KIRKPATRICK | |||
|
||||||
|
||||||
Name:
|
Patrick M. Hayes | Name: | Brian Kirkpatrick | |||
|
||||||
|
||||||
Title:
|
COO | Title: | Executive VP & Chief Financial Officer | |||
|
||||||
|
||||||
Date:
|
10/10/07 | Date: | 10/12/07 | |||
|
T-Mobile USA Confidential | - 23 - | 10/22/2007 |
1. |
Services.
The Services will consist of receiving inbound customer service calls from
T-Mobile customers (
Inbound Calls
); handling such Inbound Calls according to Specifications,
including, without limitation, placing outbound calls to address Customer Care matters
relating to such Inbound Calls (
Outbound Calls
and, together with Inbound Calls,
Calls
);
and addressing all other matters provided for in the Services Agreement, these Standard Terms,
one or more applicable Statements of Work and other applicable Specifications (collectively,
this
Agreement
). Provider shall maintain a dedicated program to perform the Services. By
way of illustration, and not limitation, Providers customer-facing representatives dedicated
to the T-Mobile LOBs (
Agents
) will handle only T-Mobile calls, Providers team supervisors
(
Supervisors
) will support only T-Mobile-dedicated Agents, and Providers team managers
(
Managers
) will support only T-Mobile-dedicated Supervisors to perform the Services.
|
|
2. |
Operation.
Except as otherwise set forth expressly in an applicable Statement of Work,
Provider shall provide the Services [*] hours per day, [*] days per year. All hours shall be
defined in Pacific Time. Provider will not change or attempt to change the hours of operation
for any T-Mobile LOB at any Site without prior written approval by a Director (or more senior
executive) of T-Mobile. Provider shall not close or limit performance at any Site or
reallocate any Provider employees to another physical location without first providing
T-Mobile at least [*] days written notification thereof and a comprehensive written plan
therefor that sets forth in detail how Provider will maintain the Services performed at such
Site and will mitigate the impact of such change while preventing tangible and intangible
costs to T-Mobile.
|
|
3. |
FTEs.
|
3.1. |
FTEs.
Provider shall utilize Full-Time Equivalents (
FTEs
) in regard to scheduling,
staffing, production and reporting. An FTE shall be defined as forty (40) hours of
Services per week performed by an Agent, and an FTE is not equivalent to headcount. A
headcount (
Headcount
) is equivalent to a person.
|
||
3.2. |
Classification of FTEs.
FTEs will be classified into the following categories with
respect to each LOB:
|
3.2.1. |
Production FTEs, which are FTEs performed by Agents who, having graduated from New
Hire Training and TCC (each defined below), currently provide Services productive to
the applicable LOB (
Production
);
|
||
3.2.2. |
Training FTEs, which are FTEs performed by Agents in training and, as such, not
yet eligible to engage in Production with respect to the applicable LOB;
|
||
3.2.3. |
T-Mobile Customer Connection (TCC) FTEs, which are FTEs performed by Agent who
have completed New Hire Training but have not graduated from TCC, who provide
Services productive to the applicable LOB for a material portion of each eight
(8)-hour work day; and
|
3.2.4. |
LOA FTEs, which consist of Agents who cannot be classified into Production,
Training or TCC with respect to the applicable LOB.
|
4. |
Forecasting.
|
4.1. |
[*]-Month Forecast.
T-Mobile shall deliver a [*]-month rolling forecast to Provider for
each LOB (and, if applicable, each Site and skill), containing nonbinding forecasts of
expected weekly call volume (
Volume
) for such period (each, a [*]
-Month Forecast
), on or
before the fifteenth (15th) day of each calendar month during the Term (each, a
Month
).
|
||
4.2. |
Final Forecast.
T-Mobile shall deliver to Provider an updated daily Volume and AHT
forecast for each LOB (and, if applicable, each Site and skill) for each Month no later than
[*] days prior to such Month (
Final Forecast
), which will vary no more than [*] percent
([*]%) in call volume each week from the [*]-Day forecast. If the Final Forecast for an LOB
or Site is not delivered in a timely fashion with respect to a particular Month, then, unless
otherwise agreed upon by the Parties, who shall act reasonably with respect thereto, the
portion of the most recent [*]-Month Forecast applicable to such Month shall be deemed the
Final Forecast for such Month for that particular LOB or Site.
|
||
4.3. |
[*] Forecasts.
For informational purposes onlyand not for purposes of any KPI
calculations or other substantive matters hereunderT-Mobile shall deliver to Provider a [*]
forecast of expected Volume and AHT for each LOB.
|
5. |
Scheduling.
Provider shall schedule an appropriate number of FTEs in half-hour intervals for
each Month in accordance with the applicable Final Forecast. Within five (5) days of
receiving a Final Forecast applicable to a given Month, Provider shall provide to T-Mobile a
schedule of FTEs for such Month that details Providers FTEs for each half-hour period during
such Month. Such schedule shall be accompanied by plans that illustrate Providers plans for
meeting the KPIs in the Specifications applicable to such Month (each, a
KPI Plan
). Each
KPI Plan shall include the number of required FTEs to meet the KPIs, the number of scheduled
FTEs and the half-hourly service level objectives set forth in the Final Forecast, and all
assumptions used by Provider to translate the Final Forecast into scheduled FTEs.
|
5.1. |
The Parties shall cooperate to manage intraday schedule adjustments to manage actual
Volume, and shall mutually agree upon and participate in the preparation of other Volume
forecasts as reasonably required to meet the objectives of this Agreement. Such forecasts
may include, but are not limited to, yearly, quarterly, monthly, weekly, daily and interval
forecasts.
|
||
5.2. |
Provider shall provide to T-Mobile a dedicated senior call management-planning
specialist who will advise and assist T-Mobile regarding various matters related to the
Services, including, without limitation, development of Volume forecasts for each LOB.
Provider shall, upon T-Mobiles reasonable request, replace such specialist with a
specialist approved by T-Mobile.
|
||
5.3. |
For each Month, with respect to the applicable KPI Plan, Provider shall recruit, train
and staff Agents to at least [*] percent ([*]%) of the required FTE and to handle [*]
percent ([*]%) of required Volume. In the event that the Volume forecast in a Final
Forecast for a given Month exceeds the Volume in the Final Forecast for the immediately
preceding Month by [*] percent ([*]%) or more, Provider may add additional Agents to
service such increase; provided, that Provider may only add additional Agents under this
Section 5.3 with the prior written consent of T-Mobile, which consent shall not be
unreasonably withheld.
|
||
5.4. |
In the event that the Production FTE count falls more than [*] percent ([*]%) below the
FTE required to handle the Volume forecast for any Month in any [*]-Month Forecast,
Provider shall recruit and hire Agents to back-fill such attrition. Provider shall
commence training of
such new hires within [*] days of Production FTE falling [*] percent ([*]%) below the
forecasted required FTE.
|
5.5. |
Provider shall provide the forecasted required FTEs for the Term; provided, that
Provider shall increase or decrease the number of FTEs upon T-Mobiles written request
given to Provider (a) at least [*] days in advance, if the requested increase or decrease
is [*] percent ([*]%) or less; or (b) at least [*] days in advance, if the requested
increase or decrease is greater than [*] percent ([*]%).
|
||
5.6. |
T-Mobile may reduce forecast Volume at any time by more than [*] percent ([*]%) if:
(a) Provider is staffed at less than [*] percent ([*]%) of forecasted required FTE for such
LOB; or (b) Adjusted Service Level for such LOB or skill is substandard
|
||
5.7. |
No [*]-Month Forecast, Final Forecast or other forecast provided for in this Agreement,
or T-Mobiles acknowledgment of FTE or any metric forecast in a KPI Plan or otherwise,
shall in any way represent T-Mobiles promise or commitment to provide any given volume or
amount of anything to Provider.
|
6. |
Average Handle Time.
Average Handle Time
, or
AHT
, with respect to Calls handled by
Provider in performing the Services with respect to a particular LOB or Site, means the sum of
(a) with respect to Inbound Calls, (i) average talk time on such Calls; (ii) average hold time
while on such Calls and (iii) average time spent on after-Call work relating to such Calls;
and (b) with respect to Outbound Calls, (i) average dialing and connection time for such
Calls; (ii) average hold time while on such Calls; (iii) average talk time while on such
Calls; and (iv) average time spent on post-Call work relating to such Calls. Notwithstanding
anything to the contrary in this Agreement, in no event will any components of AHT overlap
(e.g., if an Agent is on hold while handling one Call, and simultaneously performing post-Call
work for another, such handling may only be attributed to one Call at any given time for
purposes of AHT calculations). Provider shall use commercially reasonable efforts to meet or
exceed the AHT goal, which may vary by LOB and skill set, as provided in the Statement of
Work. Such AHT goal may be revised from time to time by mutual written agreement of the
Parties based upon historical trending, changing call components or other mutually agreed
material change.
|
|
7. |
Ramp.
Ramp
means, with respect to any LOB or Site, any material FTE increase requested by
T-Mobile or otherwise implemented by Provider in order to meet its obligations under this
Agreement.
Ramp Plan
means a plan developed by Provider to implement a Ramp. Before
implementing any Ramp Plan, Provider must submit a proposal of such Ramp Plan to T-Mobile for
written approval by an Operations Senior Manager (or more senior corporate executive or
manager) of T-Mobile. No Ramp Plan may be implemented without such approval. In the event
of a new Ramp Plan for a given LOB, or a change to the General Customer Care LOB supported by
Provider, the AHT monthly objectives for such LOB shall be adjusted in accordance with the
procedure set forth in applicable Specifications.
|
|
8. |
Training.
|
8.1. |
Provider Training Obligation.
Provider shall train all Agents in accordance with, and
shall abide by all terms and conditions of, this Section 8 (
Training
).
|
||
8.2. |
Ratio of Trainers to Trainees.
The ratio of fully-certified Trainers (as defined in
Section 8.5.5 below) to trainees in Training will not exceed a classroom level of [*] or
[*]; provided, that if two (2) Trainers are used, such number may be comprised of a Trainer
with the support of a Supervisor or Coach who has been certified by a T-Mobile Master
Trainer and completed certified Training.
|
8.3. |
Costs and Expenses of Training.
All costs and expenses for New Hire Training (defined
in Section 8.5 below), training materials for new Agents and any initial and program
extension training or changes or modifications to the Training program or continuing
education training that exceeds [*] hours per Agent per month will be borne by T-Mobile,
subject to Section 8.4 below. Notwithstanding the foregoing sentence, if any Agent does
not engage in full-time Production for a given T-Mobile LOB or Site at any time within [*]
months of first performing Production for such LOB or Site, then Provider shall ensure such
Agent completes all necessary training to effectively resume Production in such way that is
not lesser than a recent training graduate. If Provider does not ensure the completion of
such necessary training prior to the Agent returning to Production, Provider shall
reimburse T-Mobile for all of T-Mobiles costs of Training attributable to that Agent (such
costs as determined by T-Mobile in its sole discretion). Provider shall pay to T-Mobile
such costs or reflect the same as a service credit on an invoice to T-Mobile. Provider
shall use online Training options in lieu of printed materials wherever reasonably
available and shall reuse written materials where reasonably possible. Documented Training
trackers must accompany all invoices for approval of Services Fees under this Agreement.
Such trackers shall contain Agent name, Agent Training start date, Agent Training
graduation date, Agent T-Mobile log-ins, attendance record and assessment and quality
scores for each module; provided, that if any of the foregoing data elements may not be
contained in trackers under applicable Law, then Provider shall (a) cite such applicable
Law in writing to T-Mobile and (b) include in such trackers all such data elements as
allowed by applicable Law. Provider shall track all continuing education classes via an
auxiliary (AUX) or automatic call distributor (ACD) code and shall submit information
regarding the same monthly with other reports required hereunder. Such information shall
include each Agents name, the exact amount of time such Agent spent in each Training
course, the name of each such Training course, and the total time in the month spent by
such Agent in continuing education training. Provider shall deliver all appropriate
Training within the timeframes provided in applicable Training curricula, subject to
reasonable KPI considerations.
|
||
8.4. |
Additional Training; Attrition Training; Removed Personnel.
Notwithstanding anything
to the contrary in this Section 8, if Provider fails to meet any applicable KPIs, then, if
T-Mobile determines that additional skill set Training may help Provider meet such KPIs,
Provider shall perform such Training in accordance with this Section 8 and shall bear all
costs and expenses thereof. All costs associated with Training necessitated by attrition
or T-Mobile requests for removal of personnel pursuant to Section 1.9 of the Services
Agreement, including, but not limited to, new trainers and any associated materials, shall
be borne by Provider.
|
||
8.5. |
New Hire Training.
No Agent will perform Production for any T-Mobile LOB who has not
completed the T-Mobile New Hire Training Curriculum and graduated from TCC in accordance
with this Section 8 (
New Hire Training
). [*]. T-Mobile may modify the T-Mobile New
Hire Training Curriculum from time to time in its discretion in any and all respects,
including, without limitation, with respect to content and hours required for completion;
provided, however, that T-Mobile shall provide Provider with [*] days notice of any such
changes, and provided further, that any changes that will materially impact Providers
costs must be mutually agreed to by the Parties, who shall act reasonably in respect
thereto. Any New Hire Training as a result of ramp or net growth must be approved in
writing by a T-Mobile Senior Manager or more senior official. Provider will submit an
approved baseline report. Such written approval must be attached to any and all invoices
on which any New Hire Training is cited or listed as a basis for billing T-Mobile.
T-Mobile will not be obligated to pay Provider for such billed amounts in the absence of
such written approval.
|
8.5.1. |
Application IDs.
Prior to Training completion, where applicable, T-Mobile shall
deliver all applicable application IDs to Provider. Provider shall ensure that
application IDs are not shared by Agents or disclosed outside of Provider.
Provider shall promptly remove from the Services any Agent who shares or discloses
application IDs in these manners (and shall provide a suitable replacement for the
removed Agent and immediately notify T-Mobile of such removal).
|
||
8.5.2. |
Access to T-Mobile Training-related Materials.
Provider shall report to T-Mobile
Training staff any Provider employee who no longer contributes to Production who has
had access to T-Mobile Training-related materials and websites, such as CCS
printing. Such reporting shall not relieve Provider of its obligation to maintain
the confidentiality of T-Mobile Confidential Information and to ensure that its
employees, agents and permitted subcontractors remain bound to maintain such
confidentiality after termination of employment, engagement or other relationship
with Provider.
|
||
8.5.3. |
Attendance and Absenteeism.
Provider shall only graduate a new hire Agent from
New Hire Training to Production if such Agent has completed all required Training
time and satisfied the requirements of this Section 8.5.3 and Section 8.5.4. If an
Agent missed any Training classes or activities, such classes or activities (or an
equivalent approved by T-Mobile) must be made up prior to such Agents graduation
from New Hire Training or participation in Production. Provider shall provide to
T-Mobile on a monthly basis (a) written documentation of all missed New Hire
Training classes and activities, and (b) reasonable proof that such classes,
activities or approved substitutes were made up in accordance with this Section
8.5.3.
|
||
8.5.4. |
Assessments and Quality Scoring.
Each new Agent must (a) pass all New Hire
Training assessments at [*] percent ([*]%) or better; (b) score [*] or better in
both the Courtesy and Concern components of Quality (as determined by Provider
and/or T-Mobile observations and calibrated as outlined in Section 14.4.3 below), in
order to graduate from New Hire Training and be eligible to perform Production.
Provider shall ensure that no Agent who has not graduated from TCC in accordance
with the requirements set forth in this Section shall take any non-TCC Production
calls for T-Mobile until such time that such requirements are satisfied.
|
||
8.5.5. |
Certification of Trainers and Facilitators.
Training curriculum shall be
facilitated by individuals certified by either T-Mobile Learning and Development
specialists or Providers own Certified Training Manager (
Trainers
). Provider
shall provide, and shall bear all costs and expenses of, certification training for
all prospective Trainers. Provider shall use a certification course that is
satisfactory to T-Mobile and, if Provider does not or cannot maintain such a
certification course, Provider shall use the certification curriculum provided by
T-Mobile as the same may be updated from time to time. Provider shall ensure that
only certified persons conduct New Hire Training
|
||
8.5.6. |
Training Standards.
Provider shall ensure that all Training Managers and Training
Quality Managers utilize T-Mobiles Training Manager Toolkit (or Providers
comparable documentation as pre-approved by T-Mobile) to manage, observe, assess and
monitor Trainer performance. Provider shall, upon T-Mobiles request, provide
assessment and monitoring information gathered from the Training Manager Toolkit to
T-Mobile.
|
8.6. |
Streamline Read Time.
Provider shall schedule time for each Agent to read Streamline
(
Streamline Read Time
) prior to each Agent shift in the amount of [*] minutes per day and
no more than [*] minutes per Agent per week. Provider shall measure Streamline Read Time
via ACD or AUX code or skill set and shall report the same to T-Mobile no less frequently
than [*]. Provider shall attain, and demonstrate through reporting, [*] percent ([*]%) or
greater aggregate Agent utilization of Streamline Read Time.
|
9. |
Escalation Procedures.
Provider shall utilize T-Mobile-provided escalation policies and
procedures to handle Calls beyond a given Agents scope of training or where management
support of a T-Mobile customer issue is necessary or appropriate. Unless expressly provided
to the contrary in such T-Mobile-provided policies and procedures, Provider shall ensure that
each Call that cannot be handled effectively by an Agent is handled by the Supervisor and up
to the Manager before being transferred to T-Mobile for resolution. If a customer requires
management support, Provider shall cause its Agents to transfer the call to a Manager, who
will attempt to resolve the issue before transferring the Call to T-Mobile. If T-Mobile
updates its escalation policies or procedures, it will provide such policies or procedures to
Provider, and if applicable, will update Streamline (or other applicable on-line resources
T-Mobile makes available to Provider).
|
|
10. |
Telecommunications and Data.
T-Mobile shall deliver Calls to, and shall deliver a data
circuit to, a single Provider network point of entry at each applicable United States Site, or
to a United States port of entry location if Site is located outside of the United States, or
as otherwise mutually agreed upon by the Parties. Provider shall bear all costs of and
related to procuring, supporting and otherwise routing Calls to other Sites or facilities.
Provider shall provide (a) an outbound call circuit; (b) adequate and suitable space for
T-Mobile equipment to be stored and/or operated on Providers premises; and (c) suitable
call-recording functionality. Provider acknowledges and agrees that the data circuit provided
by T-Mobile under this Section may be used by Provider only to support Call handling and other
performance of Services under this Agreement.
|
|
11. |
Facilities.
Provider shall provide (a) [a] cabinet[s] for all T-Mobile equipment as
detailed in Exhibit E hereto and (b) the PBX communications switch[es] to deliver calls (such
switch certified to function with Cisco ICM, workstations, local area network (LAN)
infrastructure), high-speed Internet access and other Facilities equipped to run and utilize
the most recent version of the T-Mobile customer care systems, described in Exhibit C hereto,
deployed at the time of the implementation of the most recent Statement of Work hereunder.
Provider is hereby granted a license for the term of this Agreement to use the software listed
in Exhibit D hereto (the
Licensed Software
), in object code form only, for the sole purpose
of performing its obligations under this Agreement. Provider will not copy, make derivative
works of, make available to third parties, disclose, distribute or otherwise use the Licensed
Software for any purpose other than as expressly provided under this Agreement. At each Site,
Provider shall also provide the telecommunications switch (such switch capable of call
processing), Universal Power Supply (UPS) and adequate electrical power, desktop computers
that meet the specifications listed in Exhibit E hereto, office supplies, dedicated
workspaces, appropriate call-recording technology and facilities and such other Facilities as
reasonably required to effectively perform the Services. Without limiting the foregoing,
T-Mobile shall be responsible for its own costs associated with wide area network (WAN)
infrastructure. Provider will not make any material changes to any Facilities without
providing at least thirty (30) days prior notice to T-Mobile.
|
|
12. |
Systems Use and Downtime.
Information given to T-Mobile customers or collected by Agents
shall be directly taken from and/or input into applicable T-Mobile Resources. Provider shall
also record all Calls and shall keep such recorded Calls for no fewer than [*] days. Provider
shall allow T-Mobile to access and copy such recorded Calls upon reasonable notice to
Provider. In the event that Provider is unable to perform the Services due to a failure of
Facilities or T-Mobile Resources (
Downtime
), Provider shall immediately notify T-Mobile and,
as instructed by T-Mobile, capture Call information in Remedy or on Downtime forms provided by T-Mobile.
|
In the absence of applicable instructions
from T-Mobile during Downtime, Provider shall require Agents to attempt to use Remedy and, if
such is not possible, to capture Call information on Downtime forms. If Agents use Downtime
forms, Provider shall input information from these Downtime forms into applicable T-Mobile
Resources within [*] hours of cessation of Downtime; provided, that if Volume does not
reasonably allow for this timeframe to be met, then Provider will have an additional [*] hours
to enter all such information into applicable T-Mobile Resources. Provider shall destroy (by
shredding or burning) all Downtime forms containing Personal Information or, at T-Mobiles
option, provided to T-Mobile, immediately after the information from a given Downtime form is
entered into applicable T-Mobile Resources. Provider shall assign a special ACD tracking code
to indicate when specified Agents enter Downtime form information into applicable T-Mobile
Resources. Provider shall provide Downtime productivity reports to T-Mobile displaying time in
code and number of Downtime forms processed. T-Mobile agrees to pay Provider the Specified
Labor Rate (contingent upon Provider meeting the agreed-upon hourly rate of entry of Downtime
forms) as provided in Schedule 1 hereto (the
Pricing Schedule
) for processing Downtime forms,
so long as such Downtime has, as its sole cause, the failure of T-Mobile Resources and could not
have reasonably been avoided by Provider).
|
||
13. |
Overtime.
|
13.1. |
If Volume on a given day will exceed that forecast in the Final Forecast by more than
[*] percent ([*]%), Provider shall so notify T-Mobile and shall recruit trained Agents to
handle such excess Volume (
Overtime
). If Volume exceeds that forecast in the Final
Forecast by [*] percent ([*]%) or less, Provider shall recruit Agents to cover such excess
and Provider shall be responsible for any expenses related thereto. Provider shall obtain
prior written approval from T-Mobile for any other purported overtime that Provider
believes may be required or incurred for the performance of the Services. T-Mobile will
not compensate Provider for, and Provider will not invoice T-Mobile for, any Overtime
unless such Overtime is approved in writing by T-Mobile in advance. T-Mobile agrees to pay
Provider the Overtime rate set forth in the Pricing Schedule for all Volume handled in
excess of [*] percent ([*]%) of that set forth in the Final Forecast, where such Overtime
has been pre-approved in writing by T-Mobile.
|
||
13.2. |
Provider shall employ the recruiting process for Overtime as soon as the circumstance
causing the Volume variance is identified. If Provider identifies such circumstance at
least [*] weeks before its expected occurrence, Provider shall use all reasonable efforts
to minimize the financial impact of Overtime by modifying schedules to support the required
staffing. Provider shall also recruit Agents to work overtime on a day-to-day basis when
the intra-day Volume dictates additional staffing needs to maintain KPI goals.
|
||
13.3. |
Overtime for the purposes of invoice payment at Overtime rates will be calculated by
interval using the following formula: interval handled Volume in excess of [*] percent
([*]%) of the forecast volume multiplied by the lesser of interval AHT and [*] percent
([*]%) of the KPI AHT, such sum divided by [*]. These are the billable overtime minutes
where T-Mobile has solicited overtime.
|
14. |
KPIs.
The KPIs will be as follows for all LOBs at all Sites, unless explicitly specified to
the contrary in an applicable Statement of Work. KPI performance will be used for adjustments
to bonuses and/or penalties in accordance with the Pricing Schedule.
|
14.1. |
Average Handle Time (AHT).
AHT shall be calculated as defined in Section 6 above,
subject to adjustment during Ramp as set forth in Section 7 above. The AHT goal may, upon
written agreement of the Parties, be adjusted based upon material changes to Call type
and/or length.
|
14.2. |
Service Level.
Activations Inbound Calls: [*] percent ([*]%) of Inbound Calls to the
Activations and Consumer Credit LOBs shall be answered by Provider within [*] seconds.
For all other LOBs, [*] percent ([*]%) of Inbound Calls offered in a Month shall be
answered by Provider within [*] seconds.
|
||
14.3. |
Call Volume.
Provider shall answer the Volume provided in the applicable Final
Forecasts. Handled Volume that exceeds the applicable Final Forecast by [*] percent ([*]%)
for any half-hour interval, where Service Level KPIs are not met, will not be included in
the Service Level KPI calculation for the applicable Month.
|
||
14.4. |
Call Quality.
Call Quality (
Quality
) will be measured as set forth in this Section
14.4.
|
14.4.1. |
For the purposes of ensuring Call quality, Provider and T-Mobile shall measure
Agents Quality for all Agents handling calls, regardless of tenure or other
factors, using the following types of observations:
|
14.4.1.1. |
T-Mobile observation;
|
||
14.4.1.2. |
Provider operations observation (minimum [*] per Agent/month);
|
||
14.4.1.3. |
Provider quality observation (minimum [*] per Agent/month)
|
14.4.2. |
The Quality KPI will be calculated based solely upon T-Mobile call quality
scores. Provider operations and quality observations, while required, are collected
for the purpose of providing immediate and monthly feedback to Agents and Provider
management.
|
||
14.4.3. |
For the purposes of billing, the scores for all of these observations will be
amalgamated and a weighted average monthly score will be calculated. The Parties
shall calibrate the assessments of Service Partner operations and Service Partner
quality observations to within [*] of the T-Mobile weighted Quality score per Month.
If either the Service Partner operations or the Service Partner quality observation
is not calibrated as set forth above, the non-calibrated by-group will not be
included in the billable quality score for the month.
|
||
14.4.4. |
Provider shall cause all of its management, from Coach up to Site Director,
including, but not limited to, training leadership, Quality Managers, and QA
Specialists to attend at least [*] National Calibrations for their respective LOBs
per month. T-Mobile shall notify and keep Provider informed as to the number of
calibration sessions required for each LOB, such number not to exceed [*] per LOB
per week.
|
||
14.4.5. |
Provider shall use the Quality observation form(s) provided by T-Mobile, as
T-Mobile may update the same from time to time. Provider shall use the data it
obtains under this Section 14.4 to provide both immediate and monthly feedback to
Agents, Managers, Supervisors and Provider management. Provider shall use its best
efforts to provide each Agent with feedback and coaching within [*] hours of being
monitored by T-Mobile, the Provider quality team or Provider operations. Provider
shall keep written documentation of each feedback and coaching session. Provider
shall ensure that such documentation is signed by the Agent and shall make all such
documentation available to T-Mobile for review upon request. The Quality scoring
criteria used by Provider shall match that used by T-Mobile. Call monitoring
feedback sessions will be held between the Agent and the Agents direct supervisor
and Providers Quality Team. Any monitored Calls containing an Agents use of
profanity or customer abuse (as determined by T-Mobile) will result in immediate and
permanent removal of such Agent from all T-Mobile LOBs.
|
14.5. |
Rotating Quality Driver.
The Rotating Quality Driver KPI is the percentage of
T-Mobile Quality monitorings in which the selected Quality Driver was achieved. The
Rotating Quality Driver will be selected [*] by T-Mobile and delivered in writing to
Provider no less than [*] days prior to effective date. The Rotating Quality Drivers and
Attributes include, but not limited to, the following:
|
Driver | Attribute | |
Courtesy:
Demonstrated respect and
showing politeness for others.
|
Built a relationship with customers, maintained a positive tone and was polite. | |
Concern:
Showing concern for
customers issue.
|
Showed compassion and empathy for the customers situation. Took ownership of the reason for the Call. Acknowledged the customers issue and treated it as important. | |
Timely Resolution:
Process of
resolving Calls efficiently
|
Proactively and efficiently controlled the flow of the Call to achieve fastest resolution. | |
Knowledge:
Understanding gained by
experience
|
Gathered all appropriate information to understand the reason the customer cited as having given rise to their call, as well as any subsequent issues that may have arisen during the Call. By using appropriate tools or general awareness, resolved customers issue or provided specific and relevant information on when the resolution or answer could be expected. |
14.6. |
One Call Resolution (OCR).
One Call Resolution performance is the percentage of
T-Mobile Quality monitorings where a solution has been provided to a problem, a requested
action has been taken, and/or a question has been correctly answered in regard to the
customers stated reason for calling and any additional needs identified during the course
of the call. OCR is measured via the one-call resolution driver as a component of the
overall Quality score.
|
||
14.7. |
Critical Business Policies Compliance (CBPC).
Critical Business Policies Compliance
is the percentage of T-Mobile Quality monitored calls in which all Critical Business
Policies were complied with. Critical Business Policies will be communicated to Provider
from time to time in writing and include, without limitation, the following:
|
Adjustment Index Compliance %
|
Courtesy Credit Compliance %
|
Account Verification Compliance %
|
Address Change Compliance %
|
Contracts and Service Agreements Compliance %
|
Customer Confidentiality Compliance %
|
Memos Compliance %
|
Recording Calls Compliance %
|
Equipment Protection Program Compliance %
|
Handset Exchange Program Equipment Ordered Compliance %
|
Handset Exchange Program Delivery Expectations Compliance %
|
Handset Exchange Program Failure Reason Detail Compliance %
|
Handset Exchange Program Warranty Information Compliance %
|
Service Request Issue Description Detail Compliance %
|
Service Request Resolution Expectations Compliance %
|
Trouble Ticket Issue Description Detail Compliance %
|
Trouble Ticket Resolution Expectations Compliance %
|
15. |
Reports.
Provider shall provide T-Mobile with standard Call count reports and performance
reports on a [*] basis by [*] for the previous [*],[*] by Monday [*] for the previous [*], and
[*] by the [*] for the previous [*]. Each report shall be in the format and contain all
information required by this Agreement and otherwise requested by T-Mobile. In addition,
Provider shall provide reports to T-Mobile reflecting measurements of all KPIs and other
metrics described in this Section 15 within [*] days of each Month end. All reporting fed by
data from the switch, any scheduling systems used to provide the Services, or by any other
Facilities is not subject to non-standard report development costs. Provider shall include
payroll reports with any reports regarding LOBs for which any amount is billed on an hourly
basis, and such payroll reports must substantiate that billable hours do not exceed actual
hours worked. T-Mobile and Provider shall mutually agree upon any other reports and the
allocation of costs associated with development and provision of those reports. T-Mobile may
request changes to the format of any reports to be provided under this Agreement; provided,
that if T-Mobile requests material changes to the format of any reports provided for in this
Section 15, Provider shall prepare a reasonable estimate of the expected costs related to such
format change, based upon the Specified Labor Rate outlined in the Pricing Schedule, and shall
not implement such format change without the prior written approval of T-Mobile. T-Mobile
agrees to compensate Provider for its costs related to such format change; provided, that such
costs will in no event exceed those approved in advance by T-Mobile in writing.
|
|
16. |
Monitoring.
T-Mobile will have the right (but not the obligation), to the extent permitted
by applicable Law and at no additional expense, to monitor at any time (either on-site or
remotely) Calls and/or specific Agents to ensure compliance with KPIs and other applicable
performance, operational and quality control standards. Provider shall provide T-Mobile with
a secured remote monitoring solution and sufficient licenses to monitor no less than [*] calls
per Agent per [*]. T-Mobile does not guarantee, however, that any Agent will be monitored
more or less often than on [*] calls per [*], nor that any given Agent will be monitored at
all. Any remote monitoring solution used by Provider to meet its obligations under this
Section 16 shall meet such requirements (as to vendor, product, service, program or other
factors) as T-Mobile may identify in writing before the Effective Date. Specific matters
related to the implementation of the primary remote monitoring solution will be negotiated and
mutually agreed upon by the Parties. In addition to the required primary monitoring tool,
Provider must provide a toll-free dialup that allows T-Mobile to both monitor random calls as
they come into the queue and to monitor specific agents, located by extension. Provider shall
provide T-Mobile with security codes for such dialup access that allow T-Mobile to remotely
monitor each individual specified by T-Mobile, and shall ensure that any such dialup access
uses commercially reasonable security measures to prevent unauthorized access to, and use and
disclosure of, the data stored in or retrievable by the remote monitoring solution. Provider
shall use best efforts to ensure that access to both the primary and the toll-free dialup
monitoring options have full connectivity within [*] days of the launch of a new Site or LOB.
Provider shall use best efforts to ensure such access, and to the extent that lack of access
is within the scope of control of Provider, for each [*] period in excess of such [*] period,
Provider will pay to T-Mobile an amount equal to [*] percent ([*] %) of the Services Fees for
one Month. Provider shall reflect such amount on the corresponding Months invoice or on a
standalone credit memo corresponding to the date of the invoice. The rights and remedies of
T-Mobile under this Section are in addition to, and not in lieu of, any other right or remedy
afforded to T-Mobile under any other provision of this Agreement, by law or otherwise.
|
17. |
Holidays.
Provider shall observe the following holiday schedule for each Site, based upon
which country a given Site resides in. T-Mobile agrees to compensate Provider for holiday
rates as identified in the attached Pricing Schedule when applicable to a Site, and in the
method and using the
criteria set forth in Section 23.2.2. Holiday rates apply to the actual holiday only. T-Mobile
reserves the right to forecast and deliver [*] volume for any of the below holidays from time to
time, and to not compensate Provider for any Services performed on such holidays, if T-Mobile
designates the queue to be closed on that day. However, should T-Mobile forecast volume for a
holiday as set forth in Section 4.2, then T-Mobile will be obligated to pay Provider for such
holiday, in the method and using the criteria set forth in Section 23.2.2.
|
Canadian Holidays
|
US Holidays | |
New Years Day (January 1) | New Years Day (January 1) | |
Victoria Day (Monday prior to May 25) | Memorial Day (Last Monday in May) | |
Canada Day (July 1) | Fourth of July (July 4) | |
Labour Day (1st Monday in September) | Labor Day (1st Monday in September) | |
Thanksgiving Day (2nd Monday in October) | Thanksgiving Day (4th Thursday in November) | |
Christmas (December 25) | Christmas (December 25) |
18. |
System Downtime; Force Majeure.
|
18.1. |
Neither Provider nor any person or entity acting on Providers behalf will perform
maintenance that could reasonably be expected to materially affect performance of the
Services (
Maintenance
) except as set forth in this Section 18.1. In no event will
interruption of Services for system maintenance constitute a failure of performance by
Provider if Provider is in compliance with this Section 18. In the event Provider
determines that any Maintenance is necessary, Provider shall notify T-Mobile of such
necessity no later than [*] days before the date and time, if any, on which Provider
proposes that such Maintenance be performed, and will commence such maintenance only on
date(s) and time(s) for which T-Mobile has provided written approval. Provider shall
ensure that all routine Maintenance takes place during off-peak or off-system hours.
|
||
18.2. |
Provider shall immediately report to T-Mobile any failures, disruptions or material
deprecation in performance of any Facilities. Further, within [*] hours after learning of
such failure, disruption or deprecation, Provider shall provide T-Mobile with a root cause
analysis of, and the duration of, such failure, disruption or deprecation and its impact
upon the performance of the Services. Such root cause analysis shall also contain plans
for forward-looking mitigation of future occurrences of the same nature.
|
||
18.3. |
Notwithstanding anything in these Standard Terms to the contrary, and without limiting
Providers obligations in the Services Agreement, Provider shall ensure that the Services
shall continue without interruption due to a Facilities failure by implementing security
features and disaster recovery plans necessary to provide the Services with an up-time of
[*] percent ([*]%) (not including scheduled Maintenance), which shall include appropriate
redundant equipment, software and systems, alternate means of call routing, backup call
allocation, backup generator power and other appropriate Facilities. For up-times between
[*] percent ([*]%) and [*] percent ([*]%), Provider will incur a penalty of [*] percent
([*]%) of the Service Fees applicable to such Month. For up-times below [*] percent
([*]%), Provider will incur a penalty of [*] percent ([*]%) of the Service Fees applicable
to such Month. Provider shall reflect such penalty on the corresponding Months invoice or
on a standalone credit memo corresponding to the date of the invoice. Provider shall
review the components and execution of the features and plans required by this Section 18.3
on a quarterly basis, update the same as necessary, and provide the results of such review
to T-Mobile promptly thereafter.
|
18.4. |
Where Provider is unable to perform the Services due to a failure of Facilities or
T-Mobile Resources (
Downtime
), and such Downtime is due to a material failure of the
T-Mobile Resources of which Provider had less than [*] hours advance notice from T-Mobile,
then, assuming Provider is not in breach or default of any obligation under this Agreement,
T-Mobile agrees to pay Service Fees for such Downtime based upon multiplying the forecasted
volume for such intervals by the base rate set forth in the Rate Chart set forth in Section
A of Schedule 1 to Standard Terms Pricing, and dividing by [*]. Where actual AHT is
unavailable due to zero (0) volume, the lesser of [*] percent ([*]%) of the KPI AHT and the
actual AHT from the same interval and same day for the previous week will be substituted.
|
||
18.5. |
Where Downtime is a result of failure of any Facilities that is not a force majeure
event under Section 13.5 of the Services Agreement, and Provider is unable to accept the
Volume T-Mobile is otherwise prepared to provide, then, for the purpose of determining KPI
penalties, Provider shall use the Volume forecast in the applicable Final Forecast to
determine KPI performance for the applicable time interval(s).
|
19. |
Allocation of Resources.
T-Mobile acknowledges that upon the occurrence of a force majeure
event or in instances of unforeseeable and unusually high demand, demands on the Facilities
may exceed such Facilities capacity. In any such instance, Provider may, upon written notice
to T-Mobile, equitably prioritize Services and otherwise curtail utilization of the Facilities
in a manner so that any degradation to the Services provided to T-Mobile is no greater than
the level of degradation experienced by any other customer of Provider. In the event of any
such prioritization or curtailment, T-Mobile will in no event pay Provider Service Fees for
affected intervals based upon any Volume greater than that actually handled by Provider during
such intervals. Upon the request of T-Mobile, Provider shall provide T-Mobile with reasonable
evidence of its compliance with this Section 19.
|
|
20. |
Recruiting.
|
20.1. |
Generally.
Provider recruiting of Agents shall meet or exceed applicable recruitment,
selection, hiring and training requirements as set forth in this Section 20 and in
applicable T-Mobile policies that T-Mobile may provide to Provider from time to time.
|
||
20.2. |
Recruiting Requirements.
Provider recruiting efforts will include, without
limitation, the following:
|
20.2.1. |
A mutually approved customer service assessment, which will include the ability
to read, write, and communicate fluently in the English language, in addition to the
ability to read, write, and communicate fluently in the Spanish language for any
Spanish language LOB, as well as to type at least [*] words per minute;
|
||
20.2.2. |
Verification that Agents, Managers, Supervisors, Trainers and any other Provider
employees providing Services to T-Mobile under this Agreement have obtained a high
school diploma, GED or equivalent;
|
||
20.2.3. |
A behavioral interview; and
|
||
20.2.4. |
Background checks, which shall include criminal records, are required and shall
be completed according to T-Mobiles Background Checks policy then in effect before
employment of any Agent. In addition, periodic individual employee background
checks may be requested by T-Mobile. Without limiting the generality of the
foregoing, all background checks shall include, at minimum, all counties of
employment and residence for the last [*] years for the prospective employee, as
well as state and federal records. No prospective or current employee who has been
convicted of a non-pardoned felony (or equivalent charge), a gross misdemeanor, or a
breach of trust or act of dishonesty that is related to the job duties performed,
shall be
involved in the provision of Services to T-Mobile. Costs incurred for background
checks shall be Providers responsibility.
|
20.3. |
Audit Right.
Without limiting T-Mobiles other audit rights, T-Mobile reserves the
right to audit Providers compliance with this Section 20. Provider shall make available
and provide to T-Mobile all records pertaining to its compliance with this Section 20, and
to promptly correct any deficiencies discovered by T-Mobile during any audit of Providers
compliance therewith.
|
21. |
Staffing Requirements
. Provider shall maintain staffing ratios no higher than the following:
production Agents to Coach/Supervisor at [*]; Agent to Trainer at [*]: and Agent to Quality
Team specialist at [*]. All coaches/supervisors, managers, and supporting staff shall be
full-time Provider employees. Subject to Section 21.1below, Provider shall ensure that each
person assigned to any function has the necessary functional and T-Mobile-related training to
successfully perform such function. Provider shall provide specific information regarding all
Agents and other persons involved in provision of the Services to T-Mobile that is as
extensive as allowable under Law. Such information shall include, Agent name, Agent ID, start
date on T-Mobile LOB, assessment scores by module, termination date from T-Mobile LOB, quality
average, and other KPI measures as requested by T-Mobile.
|
21.1. |
All support functions for a Site, such as Provider quality and trainers must be housed
within such Site unless otherwise agreed to in writing by T-Mobile. No function will be
performed by an individual assigned to that function without such individual having
attained the necessary skills through completion of a certification of skills program.
Provider also shall ensure that all Coaches, Supervisors and Trainers (including any and
all other Provider employees in a lead role, teaching and/or mentoring capability) maintain
their T-Mobile-related skills through a yearly certification process. All certification
costs after the first years certification by T-Mobile shall be borne by Provider. In
support of this process, Provider shall ensure the following:
|
21.1.1. |
Coaches, Supervisors, and Trainers (including any and all other Provider
employees in a lead role, teaching and/or mentoring capacity) shall each support
customer calls on-line each week for at least [*] hours per month to maintain their
skills. The remainder of their time will be used to support Agent development, and
to otherwise assist Provider employees to perform the Services.
|
21.1.1.1. |
In the event that Provider maintains an overall minimum [*] Call Quality score
under the terms set forth in 14.4 of the Standard Terms for a consecutive period of
no less than [*] months, this requirement will reduce to [*] hours per month.
|
||
21.1.1.2. |
In the event that Provider Call Quality scores deteriorate below 3.1 for a
period of longer than [*], this requirement will revert to at least [*] hours per
month until such time as Call Quality performance again meets the criteria set forth
in 21.1.1.1 of the Standard Terms.
|
21.1.2. |
Quality Assurance specialists will support customer calls on-line each month for
at least [*] hours per month to maintain their skills.
|
||
21.1.3. |
Managers and Trainers will be full-time employees of Provider who have completed
T-Mobile National Standard Curriculum Training.
|
||
21.1.4. |
Supervisors will monitor a minimum of [*] customer calls per Agent per week.
|
22. |
Fraud.
|
22.1. |
Policies and Reporting.
Provider shall implement and enforce its own policies and
procedures, and shall implement T-Mobile policies and procedures, to detect and prevent
handset or credit card theft or other fraudulent activity by an employee, Agent or other
person acting under the
control or direction of Provider (
Fraud
).
|
In the event of conflict between policies and
procedures of T-Mobile and Provider regarding Fraud, T-Mobiles policies and procedures
shall govern. If any Agent or any other employee or other person acting under the control
or direction of Provider is suspected of committing handset or credit card theft or other
Fraud activity that actually or potentially affects T-Mobile or its customers, Provider
shall promptly, but in no event later than [*] hours of becoming aware of such activity,
notify T-Mobile of any suspected Fraud activity. Within no less than [*] hours of any
request by T-Mobile, Provider shall provide T-Mobile with information necessary to conduct
an investigation, including, but not limited to, the employee name, address, contact
information, Social Security number, emergency contact address, phone numbers and any other
information that may assist in investigation of the suspected fraudulent activity.
|
|||
22.2. |
Restitution.
Provider will be solely and exclusively responsible for losses incurred by
T-Mobile or its customers that arise out of or relate to Fraud, and shall make restitution to
T-Mobile for such losses. Unless otherwise agreed to in writing by T-Mobiles Business
Manager (or more senior official of T-Mobile), any such restitution (a) is due in full within
[*] days of discovery of the Fraud that is the subject of such restitution; and (b) shall be
resolved by, at T-Mobiles option, (i) a cash payment to T-Mobile; (ii) a line item credit on
the applicable invoice(s) or (iii) issuance of a stand-alone credit memo delivered in
conjunction with applicable invoice(s). T-Mobile reserves the right to prosecute any
employee, Agent or other person acting under the control or direction of Provider that
commits Fraud against T-Mobile or a customer of T-Mobile.
|
23. |
Service Fees.
|
23.1. |
The Service Fees will, for a given LOB and/or Site, consist of Billable Minutes (defined
in Section 23.2 below) multiplied by the applicable rate(s) set forth in the Pricing
Schedule, as modified by any penalties, bonuses or other adjustments in accordance with the
procedure outlined therein and otherwise in accordance with this Agreement. In the event
that Agents can be cross-utilized (and are sufficiently cross-trained) across LOBs in a
fashion pre-approved by T-Mobile in an effort to keep them productive, as well as to meet and
maintain Service Level, such scenario shall be applied to the determination of Billable
Minutes as set forth in 23.2 of the Standard Terms.
|
||
23.2. |
Billable Minutes
, for purposes of this Statement of Work, will have one of the following
meanings:
|
23.2.1. |
If, with respect to a given LOB, (a) Provider is staffed at no less than [*]
percent ([*]%) of forecasted required weekly FTE for such LOB, and (b) Provider is
meeting the Service Level KPI at set forth in 14.2 of the Standard Terms, and
modified by 14.3 of the Standard Terms, Billable Minutes means the correlating rate
in column Reg as compared to the percentage of volume offered against Forecast as
set forth in column % Offered to Forecast in the Rate Chart set forth in Section A
Schedule 1 to Standard Terms Pricing.
|
||
23.2.2. |
With respect to the holidays defined in 17 of the Standard Terms, if, with
respect to a given LOB, (a) Provider is staffed at no less than [*] percent ([*]%)
of forecasted required weekly FTE for such LOB, and (b) Provider is meeting the
Service Level KPI at set forth in 14.2 of the Standard Terms, and modified by 14.3
of the Standard Terms, Billable Minutes means the correlating rate in column Hol/OT
([*]%) as compared to the percentage of volume offered against Forecast as set
forth in column % Offered to Forecast in the Rate Chart set forth in Section A
Schedule 1 to Standard Terms Pricing. Such shall be specific to the day of the
holiday, irrespective of meeting the requirements in 23.2.1.
|
23.3. |
Pay for Performance.
KPI performance will result in bonuses and/or penalties for Provider
as set forth in the Pay for Performance workbook in Schedule 1 to the Standard Terms. The
Pay for Performance workbook will be applicable (a) in the sixth (6
th
) month of
Call handling through the life of the Agreement for a new Site; and (b) in the third
(3
rd
) month of Call handling through the life of the Agreement for a new LOB.
|
||
23.4. |
Forecast Adjustments.
Notwithstanding anything to the contrary in this Agreement, (a) in
the event that T-Mobile terminates this Agreement or the Services to be performed at any Site
and/or for any LOB, the applicable Final Forecast(s) will automatically be amended to provide
for zero (0) volume from and after the effectiveness of such termination; and (b) in the
event that T-Mobile notifies Provider of any termination of this Agreement or the Services to
be performed at any Site or for any LOB, T-Mobile may amend any and all existing Final
Forecast(s) applicable to all dates subsequent to such notice.
|
||
23.5. |
Downtime Payments.
|
23.5.1. |
During Downtime caused by a failure of T-Mobile Resources, then, if Provider is
staffed at no less than [*] percent ([*]%) of forecasted required FTE at such Site
and/or for such LOB, Billable Minutes means multiplying the forecasted volume for
such intervals by the base rate set forth in the Rate Chart set forth in Section A
of Schedule 1 to Standard Terms Pricing, and dividing by [*]. Where actual AHT
is unavailable due to zero (0) volume caused by such Downtime, the lesser of [*]
percent ([*]%) of the KPI AHT and the actual AHT from the same interval and same day
the previous week will be substituted.
|
||
23.5.2. |
In the event of any Downtime caused by anything other than a force majeure event
under Section 13.5 of the Services Agreement, or a failure of T-Mobile Resources,
and if Provider cannot or does not accept the Volume T-Mobile is otherwise prepared
to provide, then, for the purposes of determining KPI penalties, Provider shall use
the forecasted volume in the applicable Final Forecast to determine service levels
for such Downtime period.
|
||
23.5.3. |
T-Mobile agrees to pay to Provider an hourly rate as listed in the Pricing
Schedule for the actual minutes of processing Downtime forms in accordance with
Section 13 above.
|
23.6. |
Costs and Expenses.
Unless explicitly provided to the contrary in these Standard
Terms, Provider shall be responsible for all costs and expenses related to recruitment,
training and staffing of Agents, specialists and other personnel required to provide the
Services on the terms and conditions of this Agreement, including, without limitation,
wages, benefits and tax withholding, and all costs related thereto). In no event will
Provider bill T-Mobile for any such costs or expenses.
|
||
23.7. |
Overtime.
Overtime will not be billed unless T-Mobile has provided written approval
of such overtime. Overtime will be calculated one of two ways:
|
23.7.1. |
Overtime for excess volume handling.
Excess volume handling overtime will be
calculated by interval using the following formula: interval handled Volume in
excess of [*] percent ([*]%) multiplied by the lesser of [*] percent ([*]%) of the
KPI AHT and interval AHT, such sum divided by [*].
|
||
23.7.2. |
Overtime for redundancy mitigation.
From time to time, T-Mobile may request
overtime Services to help mitigate the inability of another site (whether internal
to T-Mobile or another Provider) to take volume. Where excess call volume does not
materialize, T-Mobile may agree to pay for the staffed overtime (not to exceed
authorized hours set forth in T-Mobiles written approval). Approved overtime
hours for redundancy mitigation will be billed at the Overtime Price Per Hour as
set forth in Section A of Schedule 1 to the Standard Terms.
|
24. |
Service Levels / Breach of Service Levels.
Provider shall meet or exceed all KPIs set forth
in Specifications for each Site and LOB. Performance that does not meet all KPIs in
Specifications will result in decreases to the Service Fees and such other consequences as set
forth in the Services Agreement and other applicable Specifications; and performance above the
KPIs may result in increases to the overall price per minute as expressly set forth in
applicable Specifications; provided, however, that such consequences shall not apply to
performance with respect to (a) any LOB during the first [*] months of Production at such LOB;
or (b) during the first [*] days of Production for any LOB which, immediately prior to such
[*] day period, was a different T-Mobile LOB. Without limiting T-Mobiles other remedies as
provided in this Agreement, in the event that Provider does not meet all KPIs for [*]
consecutive days in which Services are performed, such failure to meet KPIs will constitute a
breach of this Agreement with respect to that Site and LOB. In such event, Provider shall
prepare a plan to cure such breach. Such plan shall be subject to T-Mobiles written
approval, which will not be unreasonably withheld. Provider shall cure such breach within [*]
business days from the first day in which Provider was in breach as described in this Section
24. If Provider fails to cure such breach within such [*]-business day period, T-Mobile shall
have the right to terminate this Agreement with respect to all Sites and LOBs affected by such
breach.
|
1. |
Section 8. Term and Extension of Relationship of the MSA is hereby deleted in its
entirety and it is replaced by the following:
|
||
8. Term and Extension of Relationship
|
|||
This MSA is effective as of March 21, 2002 (Effective Date) and ends on November 29,
2007.
|
AT&T Services, Inc.
|
StarTek USA, Inc. | |
on behalf off AT&T Mobility LLC
|
||
|
||
By: /s/ RICHARD STEADMAN
|
By: /s/ PATRICK M. HAYES | |
|
||
Printed Name: Richard Steadman
|
Printed Name: Patrick M. Hayes | |
|
||
Title: Director GSS
|
Title: COO | |
|
||
Date: 11/1/07
|
Date: 10/5/07 |
AT&T Services
|
StarTek USA, Inc. | |
on behalf of AT&T Mobility LLC
|
||
|
||
By: /s/ JEFFREY A. ROLSTEN
|
By: /s/ PATRICK M. HAYES | |
|
||
Printed Name: Jeffrey A. Rolsten
|
Printed Name: Patrick M. Hayes | |
|
||
Title: Executive Director
|
Title: COO | |
|
||
Date: 10/18/07
|
Date: 10/5/07 |
1. | I have reviewed this Quarterly Report on Form 10-Q of StarTek, Inc.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: November 6, 2007 | /s/ A. LAURENCE JONES | |||
A. Laurence Jones | ||||
Chief Executive Officer and President | ||||
1. | I have reviewed this Quarterly Report on Form 10-Q of StarTek, Inc.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: November 6, 2007 | /s/ DAVID G. DURHAM | |||
David G. Durham | ||||
Chief Financial Officer, Executive Vice President, and Treasurer | ||||
1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
2) | The information contained the Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant. |
Date: November 6, 2007 | /s/ A. LAURENCE JONES | |||
A. Laurence Jones | ||||
Chief Executive Officer and President | ||||
Date: November 6, 2007 | /s/ DAVID G. DURHAM | |||
David G. Durham | ||||
Chief Financial Officer, Executive Vice President, and Treasurer | ||||