EXHIBIT 4.2
CONTACT CENTER SERVICES AGREEMENT
This Contact Center Services Agreement ("Agreement") is signed on April 1, 2004
on the one hand by
I. ORBITALL SERVICOS E PROCESSAMENTO DE INFORMACOES COMERCIAIS LTDA., a
company with head offices at Rua Manoel Coelho 600, 1st Floor, City
of Sao Caetano do Sul, State of Sao Paulo, registered on the
National Corporate Tax-Payers' Roll under the Treasury Ministry
under CNPJ N degrees 00.006.878/0001-34, represented herein by its
duly-accredited legal representatives ("ORBITALL");
and on the other hand, by
II. INOVACAO CONTACT CENTER SERVICOS DE CONTATOS TELEFONICOS LTDA., a
company with offices at Avenida Ipiranga 855, 3rd Floor, City of Sao
Paulo, State of Sao Paulo, registered on the National Corporate
Tax-Payers' Roll under the Treasury Ministry under CNPJ N degrees
06.052.126/0001-96, represented herein by its duly-accredited legal
representatives ("PARTNER"), with ORBITALL and the PARTNER being
called the "PARTY" individually and the "PARTIES" together.
WHEREAS:
I. ORBITALL renders Contact Center Services, among others, to Orbitall
Customers, services which are subsequently intended to benefit the
holders of credit card and vouchers issued by Orbitall Customers.
II. Within the Contact Center Project context, ORBITALL transferred a
set of assets and liabilities related to the performance of the
Services to INOVACAO, which is an ORBITALL subsidiary.
III. The INOVACAO quotas were transferred by ORBITALL to CONTAX through a
Purchase and Sale Agreement.
IV. After its quotas were acquired by CONTAX and through signature of
this Agreement, INOVACAO became the PARTNER of ORBITALL for the
purposes stipulated in this Agreement.
V. Through the signature of the Purchase and Sale Contract, ORBITALL
and the PARTNER decide to simultaneously sign this Contract.
The PARTIES hereby RESOLVE to sign this Agreement, which establishes the
terms and conditions under which the PARTNER will render the Services
defined below.
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CLAUSE ONE - APPLICABLE DOCUMENTS
l.l. The following documents are appended hereto as Annexes, forming an integral
part of this Agreement and duly initialed by the representatives of the PARTIES,
which hereby declare that they are fully aware of the contents thereof:
- - Annex I - Definitions
- - Annex II - Responsibilities for the Proceedings during the Transition
Period
- - Annex III - Prices
- - Annex IV - Governance
- - Annex V - Operating Agreements - Infrastructure Services
- - Annex VI - Scoring Defaults and Violations
- - Annex VII - Operating Agreements - Services
- - Annex VIII - Contingency Plan
1.1.1. The Annexes to this Agreement and the body-text hereof should be
construed together. In case of any contradiction between the stipulations
in the body-text of this Agreement and any of the Annexes hereto, the
former should prevail.
1.1.2. In addition to the Annexes listed above, other documents may be
appended to this Agreement as an integral part hereof, providing that they
specifically mention this Agreement and they are signed by the
duly-accredited legal representatives of both PARTIES.
CLAUSE TWO - PURPOSE
2.1. The telephone answering services provided through the Call Center
("Services"), as well as the Projects listed below, will be rendered by the
PARTNER to the Orbitall Customers for the duration of this Agreement. For the
coordination, planning and control of the performance of the Services, ORBITALL
will undertake the management of the activities performed by the PARTNER as
stipulated in detail in Clause Eleven and Annex IV - Governance.
2.1.1. Additionally, the PARTIES accept certain responsibilities as
stipulated in Annex II - Responsibilities for the Proceedings during the
Transition Period.
CLAUSE THREE - PROJECTS
3.1. ORBITALL may issue a written request for the PARTNER to implement
Modifications, as well as to develop New Projects, in addition to the Services
(the Modifications and New Project are together called "Projects").
3.2. The Project requisitions will always be submitted to the PARTNER for prior
consideration thereby and discussion of their details, conditions and pricing,
as well as impact analyses, decisions on their implementation, penalties
applicable for non-compliance with their conditions and the possible future
consequences for the rescission of this Agreement as stipulated in Clauses
9.2.(b) and 12.1 (vi).
3.3. For all the Project requisitions, the PARTNER will present the following to
ORBITALL within the period to be agreed by the PARTIES on a case-by-case basis,
or should no deadline be stipulated, within 10 (ten) business days as from the
delivery of the ORBITALL requisition:
(a) price and periods bid for the development and implementation of the
Project;
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(b) unit price bid for the Services to be rendered by the PARTNER after
and as a result of the implementation of the Project, which bid should be
drawn up on the basis of the services price list covered in Annex III -
Prices;
(c) a description of how the Project would be implemented;
(d) a description of the impacts that the Project would cause on the
Contact Center operations;
(e) an estimate of all the resources required to implement the Project,
including a description of the risks associated with the delivery thereof,
and risks minimization plans; and
(f) other relevant information related to the Project.
3.4. The PARTNER hereby agrees to make resources available in order to handle
the Projects requisitioned by ORBITALL in order to implement the Projects in
compliance with the provisions in this Agreement, particularly with regard to
the Operations and Service Levels Agreements.
3.5. Should the requested Project imply any increase or reduction in the demand
for the Services, ORBITALL should supply an estimate of such increase or
reduction. The Operating Agreements described in Clause 12.1 of this Agreement
will determine the actions applicable should the estimated variation in the
volume supplied by ORBITALL not be confirmed. Should the Operating Agreement be
omissive or should there be no Operating Agreement regulating the Service, the
amounts stipulated in Clause 4.1.4 will be applicable thereto.
3.6. Should ORBITALL advise the PARTNER that it is requesting a Project due to
some critical and unforeseen business requirement, the PARTNER will then provide
an estimated Project implementation price, in response to the request from
ORBITALL, and will immediately begin the work required to implement the Project
prior to drawing up a reply to the requisition, with ORBITALL empowered to
suspend the requisition should it not agree with the price estimate of the
PARTNER, in which case ORBITALL should reimburse the PARTNER for all costs and
expenses proven to have been incurred thereby through to the date of the request
for suspension.
3.7. After the implementation of the Projects, the PARTNER will notify ORBITALL
of all Projects.
3.8. The Modifications agreed will be described in documents that will be signed
by the representatives of the PARTIES. The New Projects agreed will be described
in Letters of Agreement to be signed by the PARTIES and subject to the terms
stipulated therein and those covered by this Agreement.
CLAUSE FOUR - PRICES AND PAYMENT CONDITIONS
4.1. ORBITALL will pay the PARTNER a monthly remuneration ("Remuneration") that
will be calculated on the basis of the Services effectively rendered
("Remuneration for the Services") and the Projects agreed by the PARTIES
("Remuneration for Projects").
4.1.1. The Remuneration for Services will be calculated on the basis of
the prices for the Services listed in Annex III - Prices ("Referenced
Prices"). This Annex contains the Prices
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for the answering positions, calls received through the electronic
answering system, calls attended through assisted response and spoken
minute, according to the various Service characteristics ("Reference Price
List"). Whenever a specific Service has exactly the same characteristics
as an item in the Reference Price List, the Service price will be exactly
the Referenced Price. For Services whose characteristics do not exactly
correspond to any item on the Reference Price List, the Referenced Prices
for Services with the closest characteristics will be used as guides
(lower and/or upper limits) for establishing the Service price.
4.1.2. The PARTIES hereby agree that the Prices for the Services in Annex
III - Prices, were calculated on a referenced basis of R$ 8,414,255.00
(eight million, four hundred and fourteen thousand and two hundred and
fifty five Reais) per month; and that any possible future variations,
either upwards or downwards in the total amount of the Remuneration for
Services in a specific month will result in a proportional increase or
reduction in the price of the Services for the month in question, pursuant
to Annex III - Prices.
4.1.3. The Remuneration for Projects will be that stipulated in the
Commercial Bids, duly accepted by the PARTIES.
4.1.4. Unless otherwise stipulated in the Operating Agreements, when a
Services volume estimate is supplied by ORBITALL, it agrees to pay the
PARTNER a minimum amount equal to 80% (eighty per cent) of the Service
demand estimate, meaning if the effective volume ascertained is more than
20% (twenty per cent) below the Services demand estimate supplied by
ORBITALL, it should pay the PARTNER an additional amount constituting the
difference between the Services effectively rendered by the PARTNER and
80% (eighty per cent) of the estimate forwarded to the PARTNER, calculated
in compliance with the Prices applicable to such Services. Should the
volume effectively ascertained be more than 10% (ten per cent) above the
Services demand estimate supplied by ORBITALL, the PARTNER will be exempt
from paying any fine for non-compliance with the Operating Levels
Agreements, as applicable thereto, provided that the non-compliance in
question is proven to be due to an error in the estimate. Notwithstanding
such exemption from payment of any fine, the PARTNER should do its utmost
to comply with the applicable Operating Levels Agreement.
4.2. The Remuneration covers all the costs and expenses incurred by the PARTNER
for performing this Agreement, including, with no constraints, expenditures on
the wages and remuneration of employees and contracted workers, social security,
pension fund, labor rights and taxes. However, the Remuneration does not include
the costs and expenses related to telephony facilities and data link used by the
PARTNER to render the Services.
4.3. On the first business day of each month, the PARTNER should issue and
deliver to ORBITALL the preliminary invoices for the payment of the
Remuneration, which should be accompanied by the calculations undertaken by the
PARTNER, noting the Prices applicable and listing the amount of Services
performed for each Service, and the unit prices as listed in Annex III - Prices,
the gross value of the Services rendered, and any possible deductions or
additional amounts covered in the Operating Service Agreement. By the third
business day of the month in question, ORBITALL should notify the PARTNER in
writing so that it may issue the definitive invoices, which will always fall due
as stipulated in Clause 4.4 below. Any possible future delay in forwarding the
preliminary invoices will result in the proportional extension of the deadline
for approval thereof by ORBITALL, always recalling that ORBITALL shall always
have two business days for analyzing the preliminary invoice.
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4.3.1. Part or all of the Remuneration owed to the PARTNER for
implementing this Agreement, to the benefit of some Orbitall Customer may
be billed directly by the PARTNER to the Customer in question, at the sole
discretion of ORBITALL.
4.3.2. Should the PARTNER issue an invoice directly to an Orbitall
Customer, and should such Customer fail to pay the Remuneration due within
the period stipulated in this Agreement, such default should be notified
in writing by the PARTNER to ORBITALL, which shall immediately pay the
Remuneration without adversely affecting the credit of ORBITALL against
the Orbitall Customer in question.
4.3.3. Should the preliminary invoice be partially approved, the PARTIES
hereby agree that the PARTNER should issue a definitive invoice for the
portion of the Remuneration that is not in dispute, payable on the due
date stipulated in Clause 4.4 below, with the disputed portion of the
Remuneration being ascertained by the PARTIES within up to 15 (fifteen)
days.
4.4. The Remuneration will be paid by ORBITALL to the PARTNER when not billed
directly by the PARTNER to the Orbitall Customers on the tenth business day of
the month subsequent to that in which the Services are rendered, with the
PARTNER invoices being presented to ORBITALL no later than the fifth business
day subsequent to the month in which the Services in question are rendered. For
direct billing, the PARTIES will agree on the due dates of the respective
invoices issued by the PARTNER, noting that if such due dates are established by
the fifteenth business day of the month subsequent to that in which the Services
in question are rendered, the PARTNER will have no right to financial
compensation.
4.5. Any possible future differences noted by either of the PARTIES in the
amounts charged, due either to an error in calculating the Service prices or the
taxes falling due thereon, should be settled through an increase in the monthly
invoice or offset therein in the month subsequent to that in which the
inaccuracy is noted in the billing.
4.6. If ORBITALL holds a credit against the PARTNER, including the ones arising
from the losses and damages mentioned in Clause 5.1 (d), already acknowledged
and specifically accepted thereby, for any reason whatsoever, it may deduct this
credit from the next invoice to be paid to the PARTNER.
CLAUSE FIVE - OBLIGATIONS OF THE PARTNER
5.1. In addition to the obligations stipulated in this Contract and the Annexes
hereof, the PARTNER will be bound to:
(a) Accept liability for the proper rendering of the Services, as well as
for any faults in the handling, installation, operation and/or maintenance
of the equipment/software, when provided by the PARTNER or under the
responsibility thereof;
(b) Reporting any occurrence, to ORBITALL, that delays or may delay the
performance of the Services, stating the causes, the respective
responsibilities and the period for the resolution thereof;
(c) Accepting liability for the proper behavior of its staff, with
ORBITALL being empowered to request the substitution of any employee or
outsourced worker in its areas, when deemed inconvenient thereby, pursuant
to Clause 13.2;
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(d) Promptly pay indemnity for losses and damages caused by its employees
and any persons under the responsibility thereof to ORBITALL or third
parties, when duly proven, including as stipulated in Clause 4.6, up to an
amount corresponding to 30% (thirty per cent) of the mean monthly
Remuneration for Services due for the duration of the Agreement, which
ceiling is applicable to damages caused in each month for which the
Services are rendered;
(e) Accept full liability for the materials, tools, instruments, machines
and utensils owned thereby or by the agents, representatives and/or
subcontractors to be used to perform this Agreement;
(f) Do its utmost to facilitate the activities of the ORBITALL employees
or outsourced workers contracted thereby to oversee all phases of the
performance of this Agreement;
(g) Provide reports as from the signature of this Agreement in order to
keep ORBITALL properly informed of the progress of the work covered by the
Agreement, whose formats, frequency and contents will be negotiated by the
PARTIES after the signature of this Agreement;
(h) Attend meeting whenever invited to do so with adequate minimum advance
notice through the representative specifically accredited in advance, at
the places indicated by ORBITALL;
(i) Pay the penalties incurred through non-compliance with the obligations
stipulated in this Contract;
(j) Provide the additional information and technical data on the Services
as requested by ORBITALL and, as agreed, through standard reports as will
be stipulated in the Governance Model;
(k) Be responsible for obtaining all technical data on the existing
equipment, to be installed, or the modifications required thereto;
(1) Accept all risks inherent to the installation of the equipment under
the responsibility thereof, and accept responsibility for replacement of
materials damaged beyond use whenever proven the improper use by the
PARTNER or the suppliers thereof;
(m) Perform the Services without adversely affecting the characteristics
and the correct functioning of the equipment to be installed and other
systems already installed in order to reduce downtime and temporary power
outages in the systems involved as much as possible during the performance
of the above-mentioned Service. When downtime or temporary power outages
are inevitable, this should be scheduled through common agreement with
ORBITALL in terms of times and dates, pursuant to the mandatory prior
planning;
(n) Present the estimated schedule of downtimes in the systems for the
subsequent 7 (seven) days to ORBITALL for approval thereby, except for
emergency alterations that cannot be scheduled, pursuant to Annex IV -
Governance and the Operating Agreements, which should be immediately
notified;
(o) Confirm in writing to ORBITALL the halts in the operations of its
facilities used to render the Services, which halts should be undertaken
in compliance with the agreed change planning at least 3 (three) business
days prior to the occurrence thereof;
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(p) Consult and obtain authorization from ORBITALL for any alterations in
technology, including, with no limitation, the software used to render the
Services, might such technological exchanges affect the quality of the
Services and the information made available to ORBITALL;
(q) Accept liability for complying with the applicable laws, as well as
any fine or decision handed down due to non-compliance therewith, even if
such fines or decisions are awarded against ORBITALL or third parties,
which will be assured full right of redress by the PARTNER, provided that
such fines and decisions are duly proven, and unless the PARTNER has acted
in compliance with the terms of this Agreement;
(r) Refrain from transactions involving any credit titles or duplicate
invoices related to this Agreement with financial institutions of any type
whatsoever, or with third parties;
(s) Provide at its own expense the materials, feedstock and parts required
for the maintenance of the equipment under the responsibility thereof and
needed to render the Services;
(t) During this Agreement, keep wage-accounts open for all its employees
with one or more of the following banks: Unibanco - Uniao de Bancos
Brasileiros S.A., Banco Citibank S.A. and/or Banco Itau S.A.;
(u) Keep the records, documents, data and all other information related to
the Services in good order, for forwarding to ORBITALL when requested to
do so, including: (a) those required by Brazilian Tax Law; (b) those
required for the ORBITALL defense against claims filed by the employees,
agents, representatives and outsourced workers of the PARTNER, based on
any alleged employment bond to ORBITALL; and (c) other data and
information related to the Services, such as those related to billing,
events and faults in the Services, the configurations of the technical
resources assigned to render the Services and others;
(v) With regard to its employees involved either directly or indirectly at
any time in rendering the Services, provide ORBITALL with the following
whenever requested to do so thereby: (a) evidence of the good standing of
the respective labor contracts with the respective registrations,
including enrollment with the Social Integration Program (PIS); (b) the
documentary proof of payment of Income Tax and the Length of Service
Guarantee Fund (FGTS), trade union dues and other charges on the payroll,
and, when applicable, the Deed of Ratification of Rescission of the Labor
Contracts of its employees; (c) with regard to the dues paid to the
National Social Security Institute (INSS), the documents required for
ORBITALL to withhold such amounts and undertake the respective transfer
thereof to the INSS, if applicable;
(w) Do its utmost to prevent any virus from being coded or introduced into
the software used to render the Services. Should a virus be discovered in
such software, the PARTNER will provide all assistance needed to curtail
the effects of such virus, at no additional cost to ORBITALL;
(x) Not insert or allow the insertion of any code that will adversely
affect or hamper the performance of the Services in the software used to
render the Services without the prior, specific consent of ORBITALL; and
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(y) Compensate ORBITALL within 30 (thirty) days as from the date of
notification thereof for any damages caused thereto by non-compliance with
the labor, social security and tax obligation of the PARTNER, duly updated
on the basis of the General Price Index - Market (IGP-M) or, in the
absence thereof, the General Price Index - Domestic Availability (IGP-DI),
both published by the Getulio Vargas Foundation (FGV) or, in the absence
thereof, the Consumer Price Index (IPC) published by the Economic Research
Institution Foundation (FIPE) of the University of Sao Paulo (USP), from
the date of the event giving rise to the damages through to the
reimbursement thereof, in addition to a default fine of 2% (two per cent),
if applicable thereto.
CLAUSE SIX - ORBITALL OBLIGATIONS
6.1. In addition to the obligations covered in this Agreement and the Annexes
hereof, the obligations of ORBITALL include:
(a) Supply, when applicable, the technical data requested by the PARTNER
as defined in the Governance Model as required to perform the Services,
while also accepting liability for providing all the technical information
required for the existing equipment;
(b) Providing prior written information on the forecast increase and
reduction in the call volumes and the technology policies that should be
followed by the PARTNER or that are related to rendering the Services; and
(c) Pay the Remuneration within the periods and under the conditions
stipulated in Clause Four.
CLAUSE SEVEN - TRANSITION PERIOD
7.1. The transition period consists of the first year that this Agreement enters
into effect ("Transition Period"). During this Transition Period, the PARTIES
should follow a transition plan, which should be proposed by the PARTNER within
30 (thirty) days, as from the signature of this Agreement, for joint discussion
between the PARTIES, which should approve it within the 15 (fifteen) subsequent
days ("Transition Plan").
7.1.1. The Transition Plan should include details on the processes to be
used and the activities to be performed by the PARTNER for introducing the
alterations to the Call Center operations during the Transition Period, as
well as appointing the respective persons in charge for handling each of
the procedures and the dates for the completion thereof.
7.2. The following basic assumptions have already been agreed between the
PARTIES, and should be respected:
(a) The Transition Plan should include two new facilities to be made
available by the PARTNER for rendering the Services, one in the Sao Paulo
State Capital and the other in Salvador, Bahia State, replacing the
current facilities;
(b) The new sites should each be sized to handle 50% (fifty per cent) of
the total volume of the ORBITALL operations, and should not operate at
less than 30% (thirty per cent) of this volume;
(c) At the end of the Transition Period, the migrations for the Sao Paulo
and
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Salvador sites should be fully completed and the call volumes will be
shared out among the site in Rio de Janeiro and the two new sites, with
the current ORBITALL sites in Sao Paulo (Ipiranga) and Salvador (Pituba)
being closed down;
(d) During the first three months of this Agreement, no significant
alterations will be introduced to the Operations, so that the entire
demand for the Services will be met by the PARTNER at the current ORBITALL
sites, with no lay-offs not authorized by ORBITALL, and the ORBITALL
employees transferred to the PARTNER will continue to receive benefits
equal or equivalent to those currently in effect (except for the
Earnings-Sharing Program and the Pension Plan, which will be terminated);
(e) As from the fourth month of this Agreement, the supervisory staff may
be replaced at a maximum rate of 33% (thirty three per cent) per quarter,
as well as the Level C Operators and higher, ensuring that a maximum of
20% (twenty per cent) of the staff is retained with at least 60 (sixty)
days in the Operations;
(f) Also from the fourth month of this Agreement, migration may begin from
the current ORBITALL site in Sao Paulo (Ipiranga) to the new site to be
built by the PARTNER. This migration should be completed by the end of the
sixth month of this Agreement, when the PARTNER will withdraw from the
current ORBITALL site facilities in Sao Paulo (Ipiranga);
(g) As from the fourth month of this Agreement, migration may begin from
the current ORBITALL site in Salvador (Pituba) to the new site to be built
by the PARTNER. This migration should be completed by November 15, 2004;
and
(h) The governance processes covered in Annex IV - Governance should be
fully implemented in compliance with the Transition Plan which may not
occur after the end of the Transition Period, under any circumstances
whatsoever.
CLAUSE EIGHT - DURATION
8.1. 0 This Agreement is valid as from the signature date hereof, for a period
of 3 (three) years, and may be extended by the PARTIES provided that they agree
to do so in writing at least 3 (three) months prior to the termination of this
Agreement.
8.1.1. Should this Agreement be extended as stipulated above, the PARTIES
hereby agree that the Prices applicable to this new period will be the
Prices stipulated herein, duly updated in compliance with the restatement
formulas in this Agreement.
CLAUSE NINE - RESCISSION AND PENALTIES
9.1. In case of any breach of the obligations stipulated herein, the PARTY in
default should pay the corresponding fines to the other PARTY as stipulated
below:
(a) Non-compliance with the Operating Levels as stipulated in the
Operating Agreements:
(b) Should this Agreement be rescinded for systematic non-compliance by
one of the PARTIES, pursuant to Clause 9.2.(b): the amount corresponding
to the sum of the Remuneration for Service for the three months
immediately prior to the date of the formal notification forwarded by the
injured PARTY, covering the rescission of this Agreement;
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(c) Failure to pay the Remuneration: 2% (two per cent) of the value of
the Remuneration not paid plus default interest of 1% (one per cent) per
month;
Non-compliance with the Transition Plan by the PARTNER, causing delays in
vacating the premises housing the ORBITALL facilities at Avenida Ipiranga
in Sao Paulo, which should take place within up to 180 (one hundred and
eighty) days as from the signature of this Agreement, moving to its own
facilities: 10% (ten per cent) of the value of the rent of the
above-mentioned property, which fine corresponds on this date to R$
13,537.29 (thirteen thousand, five hundred and thirty sever Reais and
twenty nine cents) per day of delay in vacating the premises.
9.1.1. The penalties stipulated for hypotheses (a), (b) and (d) may be
claimed at the discretion of the creditor PARTY for the penalty, together
or not with the exercise of the right to rescind this Agreement as
stipulated below.
9.2. This Agreement may be rescinded in the following hypotheses:
(a) In a non-motivated manner by either of the PARTIES as from the 12th
(twelfth) month hereof through prior notice of 180 (one hundred and
eighty) days. Should the withdrawal occur between the 12th (twelfth) and
17th (seventeenth) month hereof, the PARTY withdrawing herefrom will pay
the other PARTY a fine of R$ 12,000,000.00 (twelve million Reais). Should
the withdrawal take place between the 18th (eighteenth) and 23rd (twenty
third) month of this Agreement, the PARTY withdrawing herefrom will pay
the other PARTY a fine of R$ 8,000,000.00 (eight million Reais). Should
the withdrawal occur between the 24th (twenty fourth) and 29th (twenty
ninth) month of this Agreement, the PARTY withdrawing herefrom will pay
the other PARTY a fine of R$ 5,000,000.00 (five million Reais). Should
the withdrawal occur as from the 30th (thirtieth) month of this
Agreement, the PARTY withdrawing will pay the other PARTY a fine of R$
2,000,000.00 (two million Reais). In order to determine the value of the
fine for non-motivated rescission, the effective rescission date of this
Agreement will be taken under consideration, rather than the date of the
prior notice.
(b) By either of the PARTIES, should the other PARTY score 100 (one
hundred) points, characterizing Systematic Non-Compliance with the
Agreement by such PARTY. For the purposes of determining the concept of
Systematic Non-Compliance with the Agreement and the calculation of the
score, the stipulations in Annex VI - Scoring Violations, in particular,
will be followed;
(c) At the initiative of ORBITALL due to control over the PARTNER being
held by a competitor as stipulated in Clause 9.2.2 below. Should the
rescission be undertaken as stipulated in this item, the PARTNER should
compensate ORBITALL for reasonable losses and costs proven to have been
incurred or suffered thereby and related to the full migration of the
Services rendered by the PARTNER to a third party up to the amount
corresponding to the sum of the Remuneration for Service for the 3
(three) months immediately prior to the formal notification by ORBITALL
of the rescission hereof. Alternatively, at its sole discretion, ORBITALL
may take over the performance of the Services in-house, in which case
ORBITALL will have the right to acquire the assets of the PARTNER related
to rendering the Services at the book value thereof;
(d) At the initiative of ORBITALL due to a breach by the PARTNER of the
duty not to compete as stipulated in Clause 9.2.3 below;
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(e) At the initiative of ORBITALL due to a breach by the PARTNER of the
duty of non-disclosure as stipulated in Clause Fifteen;
(f) At the initiative of the PARTNER should ORBITALL fail to pay any
Remuneration to the PARTNER with no justification for a period of more
than 90 (ninety) days as from receipt by ORBITALL of the notification
issued by the PARTNER after the expiry of the due date for the
Remuneration, with ORBITALL paying the penalty stipulated in item (b) of
Clause 9.1 above, in case of rescission of this Agreement;
(g) At the initiative of either of the PARTIES should the other become or
be declared insolvent, or if applying for a decree of bankruptcy, or
should the bankruptcy thereof be decreed, or requesting debt
rehabilitation, being subject to liquidation or in a similar situation,
even if signing creditor composition agreements on a non-litigious basis;
(h) By ORBITALL, should the PARTNER fail to comply with an obligation and
not remedy such non-compliance within 30 (thirty) days after receipt of
the notification forwarded by ORBITALL for this purpose.
9.2.1 The fines due in case of rescission of this Agreement as stipulated
above will not adversely affect the duty to compensate of the PARTY giving
rise to the rescission of this Agreement, in compensation for losses and
damages suffered by the other PARTY. However, the amounts already paid as
rescissory fine will be deducted from the losses and damages. Should the
losses and damages be calculated as less than the rescissory fine, the
rescissory fine should nevertheless be paid in full, as stipulated above.
9.2.2. Should the control of the PARTNER be held at any time during this
Agreement by an ORBITALL competitor, or by a competitor of the ORBITALL
parent company, ORBITALL may immediately rescind this Agreement, at its
sole discretion. The PARTNER should immediately notify ORBITALL should its
control be held by a competitor thereof, so that within a period of 60
(sixty) days after receipt of such notification, ORBITALL may decide on
whether or not to rescind this Agreement. Should ORBITALL fail to issue a
statement within the stipulated period, its right of rescission will be
deemed to have lapsed. The rescission of this Agreement will become
effective on the date to be stipulated by ORBITALL on the notification to
be forwarded to the PARTNER stating such decision to rescind.
9.2.2.1. For the purposes of this Clause, "control" means the actual
or legal power to direct the corporate activities or functioning of
the company either directly or indirectly, in-house or externally,
individually or through agreement.
9.12.2. The following situations are deemed equivalent to control:
(i) holding a stake or the power to appoint a Board Member, Company
Officer or entity with equivalent duties and responsibilities; (ii)
holding the statutory or contractual right of veto on any matter or
decision taken by another company; (iii) holding sufficient powers
to block, through any formal or informal mechanism, a qualified
quorum required for a meeting or decision under any statutory or
contractual provision, in terms of the decisions taken by the other,
except for the hypotheses stipulated by law; (iv) holding shares or
quotas issued by the other in a class that ensures the separate
voting rights mentioned in Article 16, III, of Law N degrees
6,404/76.
9.2.2.3. For the purposes of this Clause, the definition of the
"functioning of the company" includes business planning and the
definition of economic, financial,
11
technological, engineering, market, price or discount policies,
among other aspects.
9.2.2.4. For the purposes of this Clause, the phrase "competitor of
ORBITALL" will be construed as meaning any company functioning as a
provider of commercial information processing and means of payment
services; and the phrase "competitor of the ORBITALL parent company"
will be construed as meaning any company functioning as a financial
institution or credit card administrator.
9.2.3. The PARTNER and its Affiliates may not sign contracts, enter into
negotiations, submit bids or attempt to establish any type of commercial
relations with any Orbitall Customer listed below, whose purpose is,
directly or indirectly, rendering the services defined below, unless
authorized to do so in writing by ORBITALL, which may not refuse such
authorization without due justification. Should the PARTNER breach the
matter stipulated above, ORBITALL may immediately rescind this Agreement
at its sole discretion and require the PARTNER to pay it a fine worth 3
(three) times the sum of the Remuneration for Services divided by the
number of months that this Agreement has remained in effect. The duty of
the PARTNER and its Affiliates stipulated in this Clause will continue
through to the end of a period of 2 (two) years as from the termination of
this Agreement, unless the Agreement is rescinded without due motivation
by ORBITALL pursuant to Clauses 9.2 (a) and (b), in which case the
provisions in this Clause will not be applied.
(a) Orbitall Customers:
Credicard S.A.
Citibank S.A.
Itaucard Financeira S.A. - Credito, Financiamento e Investimento
Banco do Estado de Sao Paulo - BANESPA S.A.
Sodexho Pass do Brasil Services e Comercio Ltda.
VR Vales Ltda.
Incentive House S.A.
Medial Saude S.A
(b) Services:
All tasks related to servicing credit card and voucher products,
including but not limited to inbound and outbound services, with
regard to queries, complaints, sales, requests, collections and
retentions, by telephone, e-mail and/or chat;
(c) Specifically with regard to Citibank S.A., in addition to the
Services as defined in item (b), the obligation of the PARTNER under
this Clause 9.2.3 includes full service for banking products through
the Citiphone Banking system, including unlimited services for
account-holders, investors and potential customers.
CLAUSE TEN - TERMINATION TRANSITION
10.1. The starting date of the Termination Transition will be discussed by the
PARTIES after one of them notifies the other that it does not wish to extend
this Agreement any further, or intends to rescind it. Under any circumstances
whatsoever, this date may not be established after the end of the prior
notification period of 3 (three) months stipulated in Clause 8.l.
10.1.1. The Termination Transition will last for a period to be discussed
by the PARTIES prior to the implementation thereof, which period should
not exceed 6 (six) months.
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10.2. Before starting the Termination Transition, the PARTIES should jointly
draw up a Termination Transition Plan that should stipulate the conditions to be
followed during the Termination Transition, including the manner in which the
PARTNER will be remunerated for the Termination Transition, if applicable, and
the responsibilities of each of the PARTIES for the migration of the Services,
whereby ORBITALL continues to meet its commitments to the Orbital Customers.
10.3. During the Termination Transition, the PARTNER will follow the ORBITALL
guidelines in order to handle the transition and orderly migration of all the
Services performed until then by the PARTNER for ORBITALL or to a new partner to
be appointed by ORBITALL. The PARTNER should continue to provide the Services in
compliance with the Operating Levels applicable thereto under this Agreement,
during the Termination Transition period.
10.3.1. During the Termination Transition, ORBITALL will have the right to
appoint managers to oversee the rendering of the Services at the sites
where the Termination Transition activities are being performed by the
PARTNER.
10.4. ORBITALL will provide its cooperation to ensure that the PARTNER performs
the obligations stipulated in this Clause and will undertake the obligations of
its responsibility, as stipulated in the Termination Transition Plan.
10.5. Should the Termination Transition extend beyond the date stipulated for
the effective termination of this Agreement, the terms and conditions hereof
will be applicable to all the Termination Transition services supplied by the
PARTNER during such period.
10.5.1. The PARTNER will implement the Termination Transition Plan at the
expense of ORBITALL as stipulated in the Termination Transition Plan,
unless the Termination Transition is prompted by: (a) the rescission of
this Agreement caused by the PARTNER; or (b) lack of interest by the
PARTNER in extending this Agreement as stipulated in Clause 8.1. In these
latter two hypotheses, the reasonable losses and costs proven to have been
incurred or suffered by ORBITALL and related to the implementation of the
Termination Transition Plan will be borne in full by the PARTNER.
10.6. Should the Termination Transition supplied by the PARTNER in compliance
with this Clause require other resources and staff beyond those being supplied
to render the Services, ORBITALL will pay the PARTNER for the additional
resources in compliance with the amounts stipulated in this Agreement and the
Transition Plan, pursuant to the man/hours price list given in Annex III -
Prices, to be paid as stipulated in this Agreement. The billing conditions for
these amounts will be the same as those for the other amounts covered by this
Agreement, unless otherwise agreed by the PARTIES.
CLAUSE ELEVEN - GOVERNANCE MODEL
11.1. The Contact Center management system will be defined by ORBITALL with the
cooperation of the PARTNER as from the signature date of this Agreement, and
should be fully implemented in compliance with the Transition Plan, which, under
any circumstances whatsoever, may not take place after the end of the Transition
Period. The management system will be based on the Governance Model stipulated
in Annex IV - Governance. The employees assigned to the Government team will
belong to the formally-employed staff of the professionals working for the
PARTNER or for ORBITALL, and will be defined at the start of rendering the
Services.
11.2. The purposes of the Governance rules stipulated in Annex IV - Governance
are the following:
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(i) to provide the Orbitall Customers with a single contact point, ensuring that
their business requirements are effectively included in the operating structure;
(ii) to ensure integrated management of the Orbitall Customer requirements;
(iii) to allow the know-how acquired by ORBITALL related to its technical
activities and the expertise of the PARTNER related to contact center operations
is used in an efficient manner for sizing the operations and ensuring good
quality services while keeping the operating costs low; (iv) maximizing the use
of the PARTNER Contact Center management tools; (v) translating the Orbitall
Customers business strategy into a model for rendering services; and (vi)
administering chances in processes, problems and risks.
11.2.1. The PARTIES acknowledge that the implementation of this Agreement
by the PARTNER will not adversely affect its status as an independent
contractor in charge of controlling the persons involved in rendering the
Services.
11.3. As long as the processes of supporting the Governance Model are not
implemented, the procedures and practices in effect and used by ORBITALL will be
applicable.
11.4. The detailed processes supporting the Governance Model and the Operating
Level control mechanisms between ORBITALL and the PARTNER will be developed
during the first 6 (six) months of the Transition Period, and should mandatorily
be implemented by the end of the Transition Period.
CLAUSE TWELVE - OPERATING LEVEL AGREEMENTS
12.1. The PARTIES will negotiate the Operating Agreements, which will regulate
the Operating Levels and other conditions applicable to the Services and the
responsibilities of the PARTIES covered in Annex II - Responsibilities for the
Processes during the Transition Period, and which should comply with the matters
stipulated in Annex II - Responsibilities for the Processes during the
Transition Period, as well as Annex V - Operating Agreements - Infrastructure
Services and Annex VII - Operating Agreement - Services, and contain at least
the following items:
(i) The requirements of the Services or the responsibility in question;
(ii) The applicable Operating Levels;
(iii) The obligations of the PARTIES;
(iv) The penalties for non-compliance with the applicable Operating
Levels - which may not exceed 50% (fifty per cent) of the value of
the Services in question and the sum of all the penalties may not
exceed 30% (thirty per cent) of the value of the Remuneration for
Services for the month in question; and
(v) The bonus applicable for surpassing the Operating Levels, if covered
by a specific provision in the Operating Agreement.
12.2. The PARTIES hereby agree that the Operating Agreements constitute the
Quality Book, forming an integral part of this Agreement when duly signed by the
accredited legal representatives of both PARTIES.
12.3. Until the implementation of the definitive Governance processes, the
performance of the Services and the responsibilities covered in Annex II -
Responsibilities for the Processes during the Transition Period should comply
with the Operating Levels stipulated in the Quality Book. After the
implementation of the above-mentioned processes, the performance of the Services
and the
14
responsibilities stipulated in Annex II - Responsibilities for the Processes
during the Transition Period by the PARTIES should comply with the Operating
Levels that will be agreed by the PARTIES within a period of 6 (six) months as
from the signature of this Agreement. Any non-compliance with the Operating
Levels will be deemed a default, sufficient in itself to incur the penalties
and/or other consequences appropriate thereto as stipulated in this Agreement.
If either of the PARTIES fails to comply with any Operating Level, it should:
(a) Promptly undertake an analysis of the origin of the program in order
to identify the cause of such non-compliance, forwarding the
information as stipulated in the Governance processes;
(b) Correct such faults and comply with the applicable Operating Levels
as soon as possible, where appropriate;
(c) Forward a report to the other PARTY on its conclusions based on the
analysis of the problem, in the manner and within the period
stipulated in the Governance processes; and
(d) Take appropriate action in order to avoid any further occurrence of
such faults in future.
12.4. Should either of the PARTIES note that the non-compliance with any
Operating Level is not due only to non-compliance with its own obligation or
responsibility, it should promptly notify the other PARTY after ascertaining
this fact, so that it may take the necessary measures as required. Failure to
comply with its duty to inform will be deemed non-compliance with the Operating
Levels in question for the purposes of this Agreement, provided that the lack of
information prevents the PARTY that should have been notified from taking the
measures required to avoid the related losses or damages.
12.5. Neither of the PARTIES will be held liable for non-compliance with
Operating Levels due to force majeure or Act of God, pursuant to Brazilian Law.
12.6. The model for applying the penalties for non-compliance with the Operating
Level is stipulated and presented in detail in the Quality Book.
CLAUSE THIRTEEN - OTHER RESPONSIBILITIES AND LIABILITIES
13.1. The PARTNER will be responsible at the administrative sphere and before
the Courts for all contractual, labor, social security or insurance obligations
related to the PARTNER staff involved in performing the Services, as well as
expenses associated therewith such as legal fees, Court costs and administrative
expenditures, always complying with the terms of the Purchase and Sale
Agreement.
13.2. Pursuant to a decision taken by any of its administrators, ORBITALL may
notify the PARTNER of any dissatisfaction with regard to any of the employees of
the PARTNER rendering the services at the sites set aside for servicing
ORBITALL. The PARTNER will have 10 (ten) days as from receipt of such
notification to remedy the problem in a manner that is satisfactory to ORBITALL.
Should ORBITALL remain dissatisfied with the employee in question after the
period of 10 (ten) days, the PARTNER will promptly replace such employee.
13.3. The Services will be rendered by employees of the PARTNER with which they
have a lawful labor bond subject to the Consolidated Labor Laws.
13.4. Should the PARTNER transfer the premises where the Services are performed
to new facilities (sites), the new site may not be located in the areas listed
below, in order to ensure that the
15
Services are not subject to any break in continuity:
(a) In areas subject to flooding;
(b) Close to high voltage power-lines;
(c) Close to commercial flight routes;
(d) Close to water mains or gas pipelines;
(e) In other areas subject to risks in general.
13.4.1. Moreover, the new site should offer the following facilities, as
stipulated by the Law and other rules applicable thereto:
(a) Asset security system;
(b) Fire-fighting and preventive safety system;
(c) Electrical system;
(d) Emergency support equipment system (UPS and generators);
(e) Climatization system.
CLAUSE FOURTEEN - INTELLECTUAL PROPERTY RIGHTS
14.1. The PARTNER acknowledges that, should any works be produced for the
performance of the Service at the request of ORBITALL and at the cost thereof as
Project, not covered by intellectual property rights, ORBITALL will have the
exclusive right to make use of the work in question until the expiry of the
length of time equivalent to that used by the PARTNER for the development of the
work. After the above-mentioned grace period, a new period will begin that will
last for an additional period equivalent to the grace period, during which
ORBITALL will have the right to a stake in the possible future sales of the work
in question to third parties. During this period, the first time that the work
is sold to third parties, ORBITALL will receive 50% (fifty per cent) of the
amount obtained by the PARTNER. Should the work be sold a second time during
this period, ORBITALL will receive 25% (twenty five per cent) of the amount
obtained by the PARTNER. After the second sale, or after the expiry of this
second period, the PARTNER will be free to use and sell the work with no stake
held by ORBITALL.
14.1.1. For the purposes of this Clause, the development will cover the
period between the date on which the PARTIES agree in the development of
the Project in question and the effective implementation date of such
Project.
14.2. The PARTNER acknowledges that, should works be produced for the
performance of the Services at the request of ORBITALL and at the cost thereof,
covered by intellectual property rights, the rights over these works will be
held exclusively by ORBITALL. The registration of the above-mentioned property
will be the sole responsibility of ORBITALL. However, the PARTNER shall take the
measures required to ensure that these rights, held exclusively by ORBITALL, are
preserved in terms of the employees, agents, representatives and/or outsourced
workers of the PARTNER, accepting liability for any claims filed thereby to
discuss the ownership of such rights.
14.3. The PARTIES acknowledge that, should works be produced by either of the
PARTIES for purposes other than the Services, covered by author's rights or
copyright, prepared on the basis of information arising from the relationship
established through this Agreement, the equity copyright to such works will be
held jointly by the PARTIES, in the same proportion.
CLAUSE FIFTEEN - NON-DISCLOSURE AND CONFIDENTIALITY
16
15.1. The PARTIES declare that they are fully aware that they are forbidden from
making use, disclosing, disposing, transferring, assigning in any manner
whatsoever or providing information and/or data on the other PARTY and the
Orbital Customers under any hypothesis or pretext whatsoever, obtained through
the performance of this Agreement, except and insofar as these acts arise from
the nature of the Services rendered. For each breach of the obligation covered
in this Clause Fifteen, the defaulting PARTY will be subject to the scoring
defined in Annex VI - Scoring Defaults and Violations.
15.2. The PARTIES hereby agree for themselves, their employees, workers, agents,
representatives and successors to ensure full and complete confidentiality for
any data, documents, technical, commercial or personal information to which they
may have access or become aware, or with which they may be entrusted through the
performance of this Agreement, whether in the interest of the PARTIES themselves
or third parties, not being empowered to disclose, reveal, reproduce, use or
advise third parties outside this Agreement, under any pretext whatsoever, under
due penalty of law, without excluding indemnity for losses and damages arising
therefrom.
15.2.1. Should either of the PARTIES be obliged to disclose any
information on the other PARTY through a Court order or by a Government
authority, it should immediately supply written notification of such
obligation in order to allow the other PARTY to take the appropriate legal
measures at its own cost, in order to prevent the disclosure of such
information. The PARTIES hereby agree that they will provide all
assistance reasonably requested by either of the PARTIES for protecting
the confidential information of the other PARTY, disclosing only
information that is strictly requested by the Courts or Government
authorities.
15.3. The PARTIES hereby agree to specifically advise all professional staff
involved in the performance of this Agreement of the confidential nature of the
information, taking all measures necessary to ensure that such information is
disclosed only on a need-to-know basis to those needing access thereto for the
purposes of this Agreement.
15.4. At the end of the period stipulated for the performance of this Agreement,
and having completed the works or rescinded the Agreement, the PARTIES hereby
agree to return all documents to the other PARTY delivered thereto or obtained
thereby, in any manner whatsoever through the performance of this Agreement, as
well as deleting, uninstalling and/or destroying any information or data owned
by the other PARTY or assigned by third parties thereto, at the request of such
other PARTY, with either of the PARTIES also being forbidden to retain any
material or documentation in any manner whatsoever and for any purpose other
than that required to prove compliance with their obligations.
15.5. The obligation to non-disclosure and confidentiality covered by this
Clause will remain effective for a period of 10 (ten) years after the
termination or closure of this Agreement, with the PARTIES not being permitted
to make use of such information for any purpose not covered herein during this
period.
15.6. The PARTNER should keep the activities that are required to perform the
Services for Orbitall Customers that are competitors physically separated,
pursuant to the terms of the Operating Agreements in effect, in order to
preserve the confidentiality of the information pertinent to each of these
Customers.
CLAUSE SIXTEEN - INFORMATION SECURITY
16.1. As a basic assumption for starting the performance of the Services and the
possible future
17
supply/transfer of information between the PARTIES through magnetic or
electronic media, the PARTNER hereby agrees to use data security and protection
programs designed to block any unauthorized access to the PARTNER systems,
including those that may be under its direct responsibility or through the Data
Link with the other PARTNER systems, meaning even through the use of e-mail.
16.2. Whenever using systems that interface or interact in any manner whatsoever
with the ORBITALL systems, even through the Internet, the PARTNER is bound to
present documentation to ORBITALL proving that the PARTNER complies with the
minimum Information Security parameters established by ORBITALL as stipulated in
Annex V - Operating Agreements - Infrastructure Services. The PARTIES will
negotiate the minimum information security parameters recommended for electronic
data transfers, with each of the PARTIES being responsible for the costs,
acquisition and installation of cryptography systems compatible with the
necessary line capacity and the communications system of ORBITALL, in the data
communication channels between the PARTIES. The PARTIES also agree that all data
transmissions between them should be supported by cryptography programs.
16.3. When requested to do so in writing by ORBITALL, the PARTNER agrees to
immediately introduce at its own expense the alterations required to remedy any
possible security problems or patch any vulnerable portions of the systems that
have been noted by ORBITALL.
16.4. The PARTNER also hereby guarantees that any data storage devices that may
be supplied thereby (such as magnetic or electronic media) or technological
environments and channels of communication between the PARTIES (such as data
links, hyperlinks and banners) will be protected against computer programs or
other technological resources that may result in the loss of the integrity,
confidentiality or availability of the data or information of ORBITALL or third
parties with which ORBITALL has commercial relationships (such as viruses and
Trojan horses) as stipulated in Annex V - Operating Agreements - Infrastructure
Services.
16.5. The PARTNER agrees to keep harmless ORBITALL and its Customers from any
embarrassment caused by web pages or electronic mail messages containing
shortcuts to other pages or unsolicited offers of products and services (such as
links, banners, hot sites and spam) or whose content may be pornographic,
offensive or contain any type of discrimination based on race, gender, creed or
nationality.
CLAUSE SEVENTEEN - CONTINGENCY PLAN
17.1. The PARTNER hereby agrees to comply with the actions and responsibilities
stipulated for the continuity of the business in Annex VIII - Contingency Plan,
until the PARTIES agree on alterations to such Plan.
17.1.1. Notwithstanding the above provision, whenever the PARTNER needs or
intends to introduce modifications to the Contact Center operations that
may affect the continuity of the Services being rendered, despite
compliance by the PARTNER with the Contingency Plan in effect at that
time, the PARTNER should present a proposal for altering such Contingency
Plan in order to cover the actions and responsibilities ensuring the
continuity of the business, pursuant to the terms of this Agreement. The
proposed alteration to the Contingency Plan should be presented by the
PARTNER together with the proposed alteration in question.
CLAUSE EIGHTEEN - AUDITING RIGHTS
18
18.1. Without adversely affecting the obligations covered in this Agreement,
ORBITALL may audit the Services either directly or indirectly, as well as all
aspects of the business practices or the PARTNER related to the performance of
the Services and the use of information rated as confidential under this
Agreement, notifying its intention of carrying out such audits with 48 (forty
eight) hours advance notice prior to the audit date, being empowered to order
the PARTNER to cease and desist from any Services not performed in compliance
with good practices or when non-compliant with this Agreement. The ORBITALL
Customers may accompany ORBITALL during the above-mentioned audits.
18.2. The PARTNER hereby agrees to take all steps needed to remedy any
irregularities noted as an outcome of such audits that cause or may cause risks
or damages to ORBITALL or the Orbitall Customers, including alterations in
business practices, at no cost to ORBITALL.
18.3. Should any faults, defects, flaws, errors and/or irregularities be noted
in the Services in the course of an audit, the Services will immediately be
redone by the PARTNER as stipulated in this Agreement, at no additional cost to
ORBITALL, and without adversely affecting the penalties and/or indemnities
applicable thereto.
CLAUSE NINETEEN - PROCEDURES FOR THE SETTLEMENT OF DISPUTES - NEGOTIATION AND
ELECTION OF LAW COURTS
19.1. In case of any dispute between the PARTIES over this Agreement, either of
the PARTIES will appoint a senior business executive with ample technical
expertise of the Agreement through written notification to the other PARTY.
Within 5 (five) days as from receipt of such notification, the notified PARTY
should appoint a senior business executive with ample technical expertise of the
Agreement, so that they may meet in order to find a solution to the dispute. The
appointed executives will meet as frequently as deemed necessary by the PARTIES
in order to obtain and provide each other with all information related to the
problem in question, and that they believe to be appropriate and relevant for
the settlement of such dispute, discussing and negotiating in order to settle
the dispute with no need for any other formal procedure. The manner and specific
procedures of such discussions will be left to the discretion of such
executives, and may include the preparation of declarations of facts agreed or
position papers supplied by the PARTIES. Should these executives fail to reach
an agreement on the settlement of the dispute within 30 (thirty) days as from
the date of receipt of the notification covered by this Clause, it will be
forwarded to other persons to be appointed by ORBITALL and the PARTNER at a
hierarchical level above that of the executives initially appointed, so that
they may meet and seek a non-litigious solution within 15 (fifteen) days as from
receipt of the above-mentioned notification.
19.2 Should the dispute not be settled through the mechanism outlined in Clause
19.1 above, the PARTIES should appoint a mediator through common agreement
within 5 (five) days as from the end of the period of 15 (fifteen) days
mentioned above, in order to seek a non-litigious settlement for the dispute.
Within 10 (ten) days as from the date of the appointment of the mediator, the
PARTIES should do their utmost to settle the dispute, guided by the mediator. At
the end of this period, should the mediation be deemed fruitless, the PARTIES
should comply with the provisions in Clause 19.3 below.
19.2.1 Any decision that may be proposed by the mediator appointed by the
PARTIES will not be binding thereon, unless accepted in writing by both
the PARTIES.
19.2.2 The costs of the mediation procedure described above will be borne
on an equal basis by both PARTIES.
19
19.2.3 The mediation will be held in the City of Sao Paulo at a place to
be defined by the PARTIES.
19.2.4 The PARTIES may waive the mediation covered in this Clause 19.2
provided that this is done so jointly and in writing, with the provisions
in Clause 19.3 below then becoming applicable.
19.3. Should either of the PARTIES conclude, after completing the procedures
outlined above, that it will not be possible to reach a negotiated settlement,
this PARTY may file suit in the Law Courts of the Sao Paulo State Capital, which
will be the only Law Courts deemed competent to hear any type of litigation
between the PARTIES arising from this Agreement.
CLAUSE TWENTY - GENERAL CONDITIONS
20.1. The PARTIES hereby agree and affirm that the dully-accredited legal
representatives signing this Agreement are competent to accept obligations on
behalf thereof, and effectively represent their interests.
20.2. The PARTIES may not assign or transfer this Agreement or any benefits,
interests, rights of obligations arising herefrom, either fully or partially, to
any third parties without the prior written consent of the other PARTY.
20.3. Failure by either of the PARTIES to exercise the rights and powers
assigned thereto through this Agreement, or tolerance with regard to any delay
in the compliance with the obligations of the other PARTY will not adversely
affect such rights or powers, which may be exercised at any time at the sole
discretion of the interested PARTY, not altering the conditions stipulated in
this Agreement.
20.4. The PARTIES will be responsible for the safekeeping and integrity of the
assets of the other PARTY or third parties assigned thereto and that may be
transferred for rendering the Services, whether free or charge or not, being
held liable for any possible future damages, losses or misplacement thereof.
20.4.1. The assets of one of the PARTIES assigned to the other PARTY for
rendering the Services may not be used as collateral by the latter.
20.5. In addition to the PARTIES, this Agreement is binding on the successors
thereof, regardless of the type of succession, for all rights and obligations
accepted through this document.
20.6. For all matters related to this Agreement, the PARTNER and ORBITALL will
act as independent contractors. Neither of the PARTIES may declare that it has
any authority to accept or establish any specific or implicit obligation on
behalf of the other PARTY, nor may it represent the other PARTY as an agent,
employee, representative or in any other function whatsoever.
20.6.1. Under no circumstances whatsoever may this Agreement establish a
relationship of partnership or commercial representation between the
PARTIES, with each of them being fully liable for its own acts and
obligations.
20.6.2. The PARTNER and ORBITALL are enterprises that are completely
independent among themselves, whereby no provision in this document may be
construed as establishing an employment bond between the employees of one
of the PARTIES and the other
20
PARTY.
20.7. This Agreement will not be modified either verbally or tacitly, but only
through written deeds of amendment or revision signed by the duly-accredited
legal representatives of the PARTIES. Any terms and conditions other than the
terms and conditions established herein for any type of service, job, order,
invoice, document, communication or notification from either of the PARTIES will
not constitute an obligation for the other PARTY unless specifically accepted
thereby through its dully-accredited legal representatives.
20.8. Neither of the PARTIES will be deemed in default, pursuant to the terms of
this Agreement, or liable to the other for non-pecuniary obligations for any
period insofar as such non-compliance results from any event or circumstance
deemed to be force majeure, such as:
(a) Natural disasters, except insofar as the PARTY should take measures
against the effects of such disasters;
(b) Revolts, public disorder, war or civil disorder; and
(c) Court orders, acts or regulations issued by Government entities,
unless prompted by some act or omission for which the PARTY is to
blame.
20.8.1. The occurrence of an event constituting force majeure will not
affect the obligation of the PARTNER to take the measures stipulated in
the Contingency Plan, unless such measures are also adversely affected by
the event constituting force majeure.
20.9. With regard to any communication or notification forwarded to third
parties on matters pertinent to the relationship between the PARTIES, each of
such PARTIES will coordinate with the other, and will grant the other PARTY the
opportunity to review and comment on the contents of such communication or
notification prior to the release thereof, through written authorization from
the other PARTY. This provision does not alter the constraints imposed on
disclosing confidential information established in Clause Fifteen, and pursuant
to the provisions in this same Clause, this will not be construed as a
requirement to delay or impose any constraints on either of the PARTIES for
disclosing any information that may be disclosed in order to comply with any
laws or regulations applicable thereto, or an order issued by an authority with
sufficient powers to order such disclosure.
20.10. Unless otherwise stipulated, the periods and conditions in this Agreement
mature independently of any Court or extrajudicial notification order or writ.
However, when subject to the duty to notify compliance with an obligation to the
other PARTY for approval or acceptance purposes, the PARTIES should provide
written notification on the day of compliance with such obligations. For this
purpose, the following provisions will be applicable:
(a) The PARTY receiving the notification will have 5 (five) business
days as from the date of receipt thereof, unless other periods are
established in this Agreement, to make any remarks or requests
considered necessary, not being taken under consideration for the
purpose of extending the periods when issued after these 5 (five)
business days;
(b) Should no response be forthcoming, for all purposes of the
Agreement, the contravtual obligation will be deemed to have been
met; and
(c) The approval under the Agreement assigned to one of the PARTIES in
terms of an
21
obligation of the other will be deemed to have been issued should no
statement be issued within the periods stipulated for this purpose.
20.11. All notifications, communications and requests between the PARTIES should
be made in writing (and will be deemed to have been delivered on receipt
thereof) and may be forwarded by fax, delivered personally, sent by registered
letter or by courier (in any case, with confirmation of receipt) to the
addresses given below:
ORBITALL:
ORBITALL SERVICOS E PROCESSAMENTO DE INFORMACOES COMERCIAIS LTDA.
Rua Manoel Coelho, 600, 1st andar
Cidade de Sao Caetano do Sul
Estado de Sao Paulo - CEP 09510-101
Att. Regional Services Director
PARTNER:
INOVACAO CONTACT CENTER SERVICOS DE CONTATOS TELEFONICOS LTDA.
Avenida Ipiranga, 855, 3rd andar
Cidade de Sao Paulo, SP
Att. Operations Director
The PARTIES may alter the addresses for forwarding notifications through
notification forwarded to the other PARTY as described in this Clause.
Being in full and fair agreement, the PARTIES hereby sign this Agreement through
their duly-accredited legal representatives endowed with sufficient powers to do
so, in 4 (four) copies of identical content and for the same purposes, in the
presence of the two undersigned witnesses.
Sao Paulo, April 1, 2004.
ORBITALL
Signed Signed
Name: Name:
Position: Position:
PARTNER
Signed Signed
Name: Name:
Position: Position:
WITNESSES:
1. 2.
Signed Signed
Name: Name:
ID N degrees: ID N degrees :
22
ANNEX I
DEFINITIONS
This Annex is an integral part of the Contact Center Service Agreement signed by
the Parties stipulated below on April 1, 2004.
PARTIES: Orbitall Servicos e Processamento de Informacoes Comerciais Ltda.
("ORBITALL")
Inovacao Contact Center Servicos de Contatos Telefonicos Ltda.
("INOVACAO").
The following terms, as well as the variations and derivations thereof, will
have the meanings listed below whenever used in this Agreement, including its
Annexes and other documents forming an integral part hereof, when written with
an upper-case initial, in the singular or plural:
Operating Agreement: The Agreement between the PARTIES, through which they
establish the Operating Levels, as well as the Service requirements, the
penalties for non-compliance with the Operating Levels and other related
aspects, as stipulated in the Agreement.
Affiliate: Any of the subsidiaries belonging directly or indirectly to the
Parent Company Corporate Group, a subsidiary or under common control with a
PARTY to this Agreement. For the purposes of this definition, the word "control"
and the derivations thereof mean ownership of 50% (fifty percent) of the voting
capital of a company plus one share, or an equivalent situation arising from a
shareholders' agreement.
Quality Book: A document gathering together the Operating Agreements signed by
the PARTIES.
End-Clients: The users of the products and Services of the Orbitall Clients,
such as the holders of credit cards and vouchers who are the end-recipients of
the Services.
Orbitall Clients: The users of the Services provided by ORBITALL, both current
and those contracting the Services from ORBITALL in future, during the
Agreement.
Co-Habitation: The period during which the PARTIES will occupy common facilities
that will continue for no more than the duration of the Transition Period.
CONTAX: TNL CONTAX S.A.
Agreement: The Contact Center Service Agreement signed by ORBITALL and the
PARTNER on April 1, 2004.
Purchase and Sale Agreement: The Stock Purchase and Sale Agreement signed by
ORBITALL and CONTAX on April 1, 2004.
A-1
Temporary Service Agreement: The Temporary Service Agreement and Other Matters
signed by ORBITALL and the PARTNER on April 1, 2004.
Systematic Non-Compliance with the Agreement: This should have the meaning
stipulated in Clause 9.2 (b) of the Agreement.
Physical Line-Up: The configuration of the attendance line-ups at the ACD
- PABX.
Logic Line-Up: The configuration of the attendance line-ups in the CTI - Genesys
environment.
INOVACAO: Inovacao Contact Center Servicos de Contatos Telefonicos Ltda.
Data Links: The communications circuit established between two points for
transferring information or data.
Governance Model or Governance: The set of processes structured and defined for
performing sundry functions that allow the integrated joint management of the
rendering of the Services.
Modifications: The modifications of the Services as stipulated in Clause
Three of the Agreement.
Operation Levels or Operational Levels or OLA: The parameters for calibrating
certain quality standards, as well as the requirements that bind the PARTIES to
comply with certain quality standards when performing their respective duties
and responsibilities in terms of the Agreement.
New Projects: Projects requisitioned by ORBITALL, in addition to the Services.
ORBITALL: Orbitall Servicos e Processamento de Informacoes Comerciais Ltda.
PARTNER: INOVACAO and the successors thereto, after signature of the Agreement.
PARTY or PARTIES: ORBITALL, or INOVACAO, or both.
Regime Period: The duration of the Agreement after the Initial Transition
Period.
Transition Period: The period of 12 (twelve) months as from the signature
of the Agreement, during which the Services will migrate from ORBITALL to
the PARTNER.
Termination Transition Period: The period stipulated in Clause Ten during
which the PARTNER will render Services for the Termination Transition,
should ORBITALL express interest in receiving such Services, as
applicable.
A-2
Reference Prices: The reference prices listed in the Reference Price List in
Annex III - Prices.
Contact Center Project: The Partnership Project between ORBITALL and the
PARTNER, regulated by the Agreement and the Temporary Services Agreement.
Projects: Modifications and New Projects.
Remuneration: The remuneration to be paid to the PARTNER as stipulated in Clause
Four of the Agreement, which will be the sum of the Services Remuneration and
the Projects Remuneration owed by ORBITALL to the PARTNER for each month of this
Agreement.
Projects Remuneration: The remuneration covered in the commercial bids pertinent
to the Projects, duly accepted by the PARTIES, in counterpart to the development
and implementation of the Projects by the PARTNER.
Services Remuneration: The remuneration to be paid to the PARTNER in counterpart
to rendering the services as stipulated in Clause 4.1 of the Agreement.
Services: The Contact Center Services rendered by the PARTNER to ORBITALL under
the Agreement, and in particular as stipulated in Annex VII - Operating
Agreements - Services.
Site: The current or future facilities that should be used to render the
Services by the PARTNER.
Reference Price List: The Reference Price List given in Annex III - Prices.
Termination Transition: This covers the period and/or the set of activities to
be performed by the PARTNER and ORBITALL, as stipulated in Clause Ten of the
Agreement.
Turnover: This is the turnover of PARTNER employees directly involved in
rendering the Services.
A-3
ANNEX II
RESPONSIBILITIES FOR THE PROCESSES
DURING THE TRANSITION PERIOD
This Annex forms an integral part of the Contact Center Services Agreement
signed by the Parties stipulated below, on April 1, 2004.
PARTIES: Orbitall Servicos e Processamento de Informacoes Comerciais Ltda.
("ORBITALL")
Inovacao Contact Center Servicos de Contatos Telefonicos Ltda.
("INOVACAO").
This Annex stipulates the responsibilities of the PARTIES during the Transition
Period, divided among the three sites from which the services will be rendered
initially, as well as the estimated dates when some of these responsibilities
will be transferred from ORBITALL to the PARTNER, other than the
responsibilities assigned to the PARTNER as from the signature of the Agreement,
and the responsibilities that will remain with ORBITALL through to the end of
the Transition Period.
The PARTIES may agree on the dates when each of the ORBITALL responsibilities
covered herein will be transferred to the PARTNER, other than those stipulated
below, particularly due to technical reasons underlying the transfer of the
responsibility, particularly the progressive separation of the ORBITALL and
PARTNER data network.
B-1
IPIRANGA
B-2
July 1,
2004 From End
to End of of Co-
Co- Habitation
April May June habitation onwards
------- -------- -------- ---------- ----------
OPERATIONS
OPERATIONS MANAGEMENT
Coaching/feedback-Agents Partner Partner Partner Partner Partner
Operating meeting/communication Partner Partner Partner Partner Partner
Definition of Targets & Objectives - operating teams Partner Partner Partner Partner Partner
(breakout of the OLAs)
Calculation & assessment of results Partner Partner Partner Partner Partner
Preparation of corrective plans Partner Partner Partner Partner Partner
PLANNING
FORECAST
Define priorities & OLAs Orbitall Orbitall Orbitall Orbitall Orbitall
Develop center planning (topology) Orbitall Orbitall Orbitall Orbitall Orbitall
Implement Orbitall Orbitall Orbitall Orbitall Orbitall
Check track-record & trends Orbitall Orbitall Orbitall Orbitall Orbitall
Check impact on AAT Orbitall Orbitall Orbitall Orbitall Orbitall
Check & adjust Forecast Orbitall Orbitall Orbitall Orbitall Orbitall
Validate Forecast Orbitall Orbitall Orbitall Orbitall Orbitall
SIZING
Size Resources Orbitall Orbitall Orbitall Partner Partner
Make Resources available on-line Orbitall Orbitall Partner Partner Partner
Supply scales required Orbitall Orbitall Partner Partner Partner
MIS & SLAS
Provide performance statistics Orbitall Orbitall Partner Partner Partner
Analyze SLA Breaches Partner Partner Partner Partner Partner
Establish corrective actions Partner Partner Partner Partner Partner
CONTROL DESK
Implement scale (definition of arrival time, breaks, Orbitall Partner Partner Partner Partner
departure time, days off & vacations)
Monitor compliance Partner Partner Partner Partner Partner
Monitor volumes: AAT, SLA, Hang-Up Partner Partner Partner Partner Partner
Identify deviation in real x forecast curve Partner Partner Partner Partner Partner
Implement contingency actions Partner Partner Partner Partner Partner
Implement corrective actions Partner Partner Partner Partner Partner
HUMAN RESOURCES
RECRUITMENT & SELECTION
Define profile (ability or skills) Orbitall Orbitall Orbitall Orbitall Orbitall
Define wage brackets Partner Partner Partner Partner Partner
Define Consulting Services Partner Partner Partner Partner Partner
Recruit Partner Partner Partner Partner Partner
Select Partner Partner Partner Partner Partner
Hire Partner Partner Partner Partner Partner
Assess selection processes Partner Partner Partner Partner Partner
TRAINING
Identify needs (new products) Orbitall Orbitall Orbitall Orbitall Orbitall
Identify needs (refresher courses) Partner Partner Partner Partner Partner
Develop material / methodology Orbitall Orbitall Orbitall Orbitall Orbitall
Give trainng (multiplicatory agent) Orbitall Orbitall Orbitall Orbitall Orbitall
B-3
Give training (agent) Partner Partner Partner Partner Partner
Monitor & assess learning curve Partner Partner Partner Partner Partner
ORGANIZATIONAL CLIMATE
Structure an oversight program Orbitall Partner Partner Partner Partner
Define oversight indicators Orbitall Partner Partner Partner Partner
Develop measurement tools Orbitall Partner Partner Partner Partner
Carry out climate survey Partner Partner Partner Partner Partner
Implement Plan of Action based on results noted Partner Partner Partner Partner Partner
DISMISSAL
Define conduct policy Orbitall Orbitall Orbitall Partner Partner
Detect inappropriate behavior Partner Partner Partner Partner Partner
Survey & analyze employee record Partner Partner Partner Partner Partner
Decide on dismissal & departure of employee Partner Partner Partner Partner Partner
Notify the employee Partner Partner Partner Partner Partner
QUALITY MANAGEMENT
QUALITY MONITORING
Define weights & measures criteria Orbitall Orbitall Orbitall Orbitall Orbitall
Monitor Partner Partner Partner Partner Partner
Issue reports Partner Partner Partner Partner Partner
Hold calibration sessions Partner Partner Partner Partner Partner
Feedback to Agents Partner Partner Partner Partner Partner
Feedback to supervisors Partner Partner Partner Partner Partner
Feedback to coordinators Partner Partner Partner Partner Partner
MOTIVATIONAL CAMPAIGNS
Development / Preparation of campaigns identified by the Partner Partner Partner Partner Partner
Partner
Development / Preparation of campaigns identified by Orbitall Orbitall Orbitall Orbitall Orbitall
Orbitall / the Client
COMMUNICATIONS
Prepare processes & procedures Orbitall Orbitall Orbitall Orbitall Orbitall
Prepare script Orbitall Orbitall Orbitall Partner Partner
Validate script Orbitall Orbitall Orbitall Orbitall Orbitall
Disclose Operation Partner Partner Partner Partner Partner
Ensure compliance Partner Partner Partner Partner Partner
INFORMATION SECURITY
RISK CONTROLS & REVIEW
Audit & Risk Management Trials Orbitall Orbitall Orbitall Orbitall Orbitall
Corrective Actions & compensatory controls - Partner Partner Partner Partner Partner Partner
Activities
Corrective Actions & compensatory controls - Orbitall Orbitall Orbitall Orbitall Orbitall Orbitall
Activities
Provide information & reply to Audit - by Orbitall at Orbitall Partner Partner Partner Partner
the Partner
Support & supply information needed to meet the Orbitall Partner Partner Partner Partner
requirements of the Audits carried out by Orbitall
INFORMATION SECURITY
Implement information security policies (Clear Desk, Orbitall Partner Partner Partner Partner
Training, Destruction of Confidential Information, Who Needs
to Know)
QUALITY SYSTEMS
Maintain ISO 9000:2000 Quality System for Orbitall Orbitall Orbitall Partner Partner Partner
client attendance services
B-4
Carry out internal audit of the Quality Management System Orbitall Orbitall Partner Partner Partner
TECHNOLOGY
TELECOM
TELECOMMUNICATIONS CARRIERS/ ORBITALL AGREEMENT
Manage problems with the voice & data circuit carriers Orbitall Orbitall Orbitall Orbitall Orbitall
Voice & data circuit Capacity Planning Orbitall Orbitall Orbitall Orbitall Orbitall
Monitor data link Orbitall Orbitall Orbitall Orbitall Orbitall
Monitor voice link Orbitall Orbitall Orbitall Partner Partner
Notifying the Carrier in case of data link problems - Partner Partner Partner Partner Partner
Partner environment
Notifying the Carrier in case of data link problems - Orbitall Orbitall Orbitall Orbitall Orbitall
Orbitall environment
Notifying the Carrier in case of Orbitall Orbitall Orbitall Partner Partner
voice link problems
Notify Carrier in case of problems Orbitall Orbitall Orbitall Orbitall Orbitall
Ensure SLA for voice & data links with carriers Orbitall Orbitall Orbitall Orbitall Orbitall
Specify the requirements for contracting resources for Orbitall Orbitall Orbitall Orbitall Orbitall
new telecommunications services
Supply data circuits between service centers & Orbitall Orbitall Orbitall Orbitall Orbitall Orbitall
Supply data & voice circuits between the service centers Partner Partner Partner Partner Partner
DAC
Notify maintenance services supplier Orbitall Orbitall Orbitall Partner Partner
Operational availability of DAC & applications Partner Partner Partner Partner Partner
Electrical / air conditioning system availability Orbitall Orbitall Orbitall Orbitall Partner
Manage configurations, problems & changes Orbitall Orbitall Orbitall Orbitall Partner
Volumes forecast for trunk-line estimate Orbitall Orbitall Orbitall Orbitall Orbitall
DAC Capacity Planning Partner Partner Partner Partner Partner
Carry out operational expansions for implementaton of Orbitall Orbitall Orbitall Orbitall Partner
new services
LOCAL AREA NETWORK (LAN)
Operate & manage the software for transferred network Orbitall Orbitall Orbitall Partner Partner
equipment
Operate & maintain the hardware for transferred & new Partner Partner Partner Partner Partner
network equipment
Manage configurations, problems & changes Orbitall Orbitall Orbitall Partner Partner
Plan network & operations expansion Partner Partner Partner Partner Partner
Acquisition of new network equipment Partner Partner Partner Partner Partner
Cabling operations & management Partner Partner Partner Partner Partner
INFRASTRUCTURE
Data Center Operation Orbitall Orbitall Orbitall Orbitall Orbitall
Help Desk - Level 1
Help Desk - Level 2 Orbitall Orbitall Orbitall Partner Partner
Backup & Tape Library for transferred servers Orbitall Orbitall Orbitall Partner Partner
Backup & Tape Library for new Partner servers Orbitall Orbitall Orbitall Partner Partner
Restore facility for transferred servers Orbitall Orbitall Orbitall Partner Partner
Restore facility for new Partner servers Orbitall Orbitall Orbitall Partner Partner
Release of security patches for the entire technological Orbitall Orbitall Orbitall Orbitall Orbitall
environment required by the Partner
Updating transferred security patches in the Partner Orbitall Orbitall Orbitall Partner Partner
technology environment
Updating new security patches in the Partner technology Partner Partner Partner Partner Partner
environment
Availability of Internet Access for Partner employees Orbitall Orbitall Orbitall Partner Partner
ACCESS TO PARTNER SERVERS
User Administration & Management Partner Partner Partner Partner Partner
Policy Administration & Management Partner Partner Partner Partner Partner
B-5
Help Desk - Level 2 Partner Partner Partner Partner Partner
E-MAIL
Administration & Management of e-mail hardware & software Partner Partner Partner Partner Partner
Acquisition of hardware & software Partner Partner Partner Partner Partner
Help Desk - Level 2 Partner Partner Partner Partner Partner
ADMINISTRATION OF PROFILES & ACCESSES
Provide access to the mainframe environment Orbitall Orbitall Orbitall Orbitall Orbitall
Provide access to the local network environment Orbitall Orbitall Orbitall Partner Partner
Provide access to the Orbitall Intranet environment Orbitall Orbitall Orbitall Partner Partner
(password recovery system)
Provide access to Attendance Applications (CW & Siebel) Orbitall Orbitall Orbitall Orbitall Orbitall
Provide access to Partner Corporate applications Partner Partner Partner Partner Partner
PARTNER SERVERS
Administration / management of transferred server Orbitall Orbitall Orbitall Partner Partner
software
Administration / management of new server HW/SW Partner Partner Partner Partner Partner
Acquisition of new HW & SW Partner Partner Partner Partner Partner
Updating anti-virus system on transferred & new servers Orbitall Orbitall Orbitall Partner Partner
MICRO INFORMATION TECHNOLOGY
Acquisition of new HW & SW Partner Partner Partner Partner Partner
Administration / management of transferred & new micros Orbitall Orbitall Orbitall Partner Partner
(HW & SW) (Technical Support)
Distribution of applications through ZenWorks Orbitall Orbitall Orbitall Partner Partner
Updating anti-virus system at the transferred & new Orbitall Orbitall Orbitall Partner Partner
stations
HW & SW inventories for transferred stations Orbitall Orbitall Orbitall Partner Partner
Ratification of HW & SW Orbitall Orbitall Orbitall Partner Partner
Printer management Partner Partner Partner Partner Partner
PRODUCTION
Management of routines Orbitall Orbitall Orbitall Partner Partner
(Intel environment)
Management of routines Orbitall Orbitall Orbitall Orbitall Orbitall
(Mainframe environment)
APPLICATIONS
IVR
Specifies Call Flow Orbitall Orbitall Orbitall Orbitall Orbitall
Send Call Flow & specification for budget Orbitall Orbitall Orbitall Orbitall Orbitall
Pre-assessment for Call Flow impacts Orbitall Orbitall Orbitall Orbitall Orbitall
Call Flow budget Orbitall Orbitall Orbitall Orbitall Orbitall
Call Flow development Orbitall Orbitall Orbitall Orbitall Orbitall
Call Flow Trial & Ratification Orbitall Orbitall Orbitall Orbitall Orbitall
Implementation of Call Flow Orbitall Orbitall Orbitall Partner Partner
Formal acceptance of Call Flow Orbitall Orbitall Orbitall Orbitall Orbitall
Software Maintenance & Support (Phraseology & Accesses) Orbitall Orbitall Orbitall Orbitall Orbitall
Monitoring, Maintenance & Support - Basic Hardware & Orbitall Orbitall Orbitall Partner Partner
software
IVR documentation Partner Partner Partner Partner Partner
IVR forecast Orbitall Orbitall Orbitall Orbitall Orbitall
Port expansion & implementaton Partner Partner Partner Partner Partner
Creating Mainframe terminals for new ports Orbitall Orbitall Orbitall Orbitall Orbitall
Providing production environment Orbitall Orbitall Orbitall Partner Partner
Providing IVR reports on volumes & performance Partner Partner Partner Partner Partner
SIEBEL - ATTENDANCE FRONT-END
Equipment acquisitions Partner Partner Partner Partner Partner
Web Server Orbitall Orbitall Orbitall Orbitall Orbitall
Application Development Orbitall Orbitall Orbitall Orbitall Orbitall
B-6
Application License Orbitall Orbitall Orbitall Orbitall Orbitall
LDAP Servers Orbitall Orbitall Orbitall Partner Partner
CW - ATTENDANCE FRONT-END
Request for modifications Orbitall Orbitall Orbitall Orbitall Orbitall
Budget Orbitall Orbitall Orbitall Orbitall Orbitall
Implement requested alteration Orbitall Orbitall Orbitall Orbitall Orbitall
Environment made available for trial Orbitall Orbitall Orbitall Orbitall Orbitall
Trial & Ratification Orbitall Orbitall Orbitall Orbitall Orbitall
Production environment available Orbitall Orbitall Orbitall Partner Partner
CTI
Modification of Genesys configuration Orbitall Orbitall Orbitall Orbitall Orbitall
Modification of non-Genesys CTI configuration Orbitall Orbitall Orbitall Partner Partner
Agents configuration (alteration to operator skills & Orbitall Orbitall Orbitall Partner Partner
registrations)
Other configurations in the Genesys environment Orbitall Orbitall Orbitall Orbitall Orbitall
Definition of routing strategies Orbitall Orbitall Orbitall Orbitall Orbitall
Trial & Ratification of routing strategies Orbitall Orbitall Orbitall Orbitall Orbitall
Implementation of routing strategies Orbitall Orbitall Orbitall Orbitall Orbitall
Local production environment available Orbitall Orbitall Orbitall Partner Partner
Enterprise production environment available Orbitall Orbitall Orbitall Orbitall Orbitall
Genesys capacity licenses Orbitall Orbitall Orbitall Orbitall Orbitall
RECORDING CALLS
Definition of call recording criteria Orbitall Orbitall Orbitall Orbitall Orbitall
Definition of tape recovery criteria Orbitall Orbitall Orbitall Orbitall Orbitall
On-line storage Orbitall Orbitall Orbitall Partner Partner
Off-line storage Orbitall Orbitall Orbitall Partner Partner
Definition of quality recording policies Orbitall Orbitall Orbitall Orbitall Orbitall
Maintenance & support Orbitall Orbitall Orbitall Partner Partner
Implementation & expansion of recording system Partner Partner Partner Partner Partner
Availability of recording environment Orbitall Orbitall Orbitall Partner Partner
CORPORATE TELEPHONY
Availability of local tariff-charging system Orbitall Orbitall Orbitall Orbitall Partner
Management of tariff-charging system Orbitall Orbitall Orbitall Orbitall Partner
Management of local telephony system Orbitall Orbitall Orbitall Orbitall Partner
TELECOM / VOICE LABORATORY
Availability of equipment Partner Partner Partner Partner Partner
Supply of Genesys / Siebel licenses Orbitall Orbitall Orbitall Orbitall Orbitall
LOGICAL & PHYSICAL SECURITY
Manage configurations, problems & changes in the Call Orbitall Orbitall Orbitall Partner Partner
Center environment
Manage & store event records in the Orbitall environment Orbitall Orbitall Orbitall Partner Partner
for auditing purposes
POLICIES & PROCEDURES
Manage system access profile Orbitall Orbitall Orbitall Orbitall Orbitall
Define system access profile procedure Orbitall Orbitall Orbitall Orbitall Orbitall
MAINFRAME
Manage configurations, problems & maintenance (changes) Orbitall Orbitall Orbitall Orbitall Orbitall
HW & SW Operating Availability Orbitall Orbitall Orbitall Orbitall Orbitall
Notify alteration to the Orbitall connection address Partner Partner Partner Partner Partner
Notify alteration to the Partner connections address Orbitall Orbitall Orbitall Orbitall Orbitall
Capacity Planning Orbitall Orbitall Orbitall Orbitall Orbitall
B-7
SALVADOR
B-8
July 1, 04 From End of
to End of Co-Habitation
April May June Co-habitation onwards
----- --- ---- ------------- -------------
Operations
OPERATIONS MANAGEMENT
Coaching/feedback-Agents Partner Partner Partner Partner Partner
Operating meeting/communication Partner Partner Partner Partner Partner
Definition of Targets & Objectives - operating teams (breakout of
the OLAs) Partner Partner Partner Partner Partner
Calculation & assessment of results Partner Partner Partner Partner Partner
Preparation of corrective plans Partner Partner Partner Partner Partner
PLANNING
FORECAST
Define priorities & OLAs Orbitall Orbitall Orbitall Orbitall Orbitall
Develop center planning (topology) Orbitall Orbitall Orbitall Orbitall Orbitall
Implement Orbitall Orbitall Orbitall Orbitall Orbitall
Check track-record & trends Orbitall Orbitall Orbitall Orbitall Orbitall
Check impact on AAT Orbitall Orbitall Orbitall Orbitall Orbitall
Check & adjust Forecast Orbitall Orbitall Orbitall Orbitall Orbitall
Validate Forecast Orbitall Orbitall Orbitall Orbitall Orbitall
SIZING
Size Resources Orbitall Orbitall Orbitall Partner Partner
Make Resources available on-line Orbitall Orbitall Partner Partner Partner
Supply scales required Orbitall Orbitall Partner Partner Partner
MIS & SLAS
Provide performance statistics Orbitall Orbitall Partner Partner Partner
Analyze SLA Breaches Partner Partner Partner Partner Partner
Establish corrective actions Partner Partner Partner Partner Partner
CONTROL DESK
Implement scale (definition of arrival time, breaks, departure
time, days off & vacations) Orbitall Partner Partner Partner Partner
Monitor compliance Partner Partner Partner Partner Partner
Monitor volumes: AAT, SLA, Hang-Up Partner Partner Partner Partner Partner
Identify deviation in real x forecast curve Partner Partner Partner Partner Partner
Implement contingency actions Partner Partner Partner Partner Partner
Implement corrective actions Partner Partner Partner Partner Partner
HUMAN RESOURCES
RECRUITMENT & SELECTION
Define profile (ability or skills) Orbitall Orbitall Orbitall Orbitall Orbitall
Define wage brackets Partner Partner Partner Partner Partner
Define Consulting Services Partner Partner Partner Partner Partner
Recruit Partner Partner Partner Partner Partner
Select Partner Partner Partner Partner Partner
Hire Partner Partner Partner Partner Partner
Assess selection processes Partner Partner Partner Partner Partner
TRAINING
Identify needs (new products) Orbitall Orbitall Orbitall Orbitall Orbitall
Identify needs (refresher courses) Partner Partner Partner Partner Partner
Develop material / Methodology Orbitall Orbitall Orbitall Orbitall Orbitall
B-9
Give trainng (multiplicatory agent) Orbitall Orbitall Orbitall Orbitall Orbitall
Give training (agent) Partner Partner Partner Partner Partner
Monitor & assess learning curve Partner Partner Partner Partner Partner
ORGANIZATIONAL CLIMATE
Structure an oversight program Orbitall Partner Partner Partner Partner
Define oversight indicators Orbitall Partner Partner Partner Partner
Development measurement tools Orbitall Partner Partner Partner Partner
Carry out climate survey Partner Partner Partner Partner Partner
Implement Plan of Action based on results noted Partner Partner Partner Partner Partner
DISMISSAL
Define conduct policy Orbitall Orbitall Orbitall Partner Partner
Detect inappropriate behavior Partner Partner Partner Partner Partner
Survey & analyze employee record Partner Partner Partner Partner Partner
Decide on dismissal & departure of employee Partner Partner Partner Partner Partner
Notify the employee Partner Partner Partner Partner Partner
QUALITY MANAGEMENT
QUALITY MONITORING
Define weights & measures criteria Orbitall Orbitall Orbitall Orbitall Orbitall
Monitor Partner Partner Partner Partner Partner
Issue reports Partner Partner Partner Partner Partner
Hold calibration sessions Partner Partner Partner Partner Partner
Feedback to Agencies Partner Partner Partner Partner Partner
Feedback to supervisors Partner Partner Partner Partner Partner
Feedback to coordinators Partner Partner Partner Partner Partner
MOTIVATIONAL CAMPAIGNS
Development / Preparation of campaigns identified by the Partner Partner Partner Partner Partner Partner
Development / Preparation of campaigns identified by Orbitall /
the Client Orbitall Orbitall Orbitall Orbitall Orbitall
COMMUNICATIONS
Prepare processes & procedures Orbitall Orbitall Orbitall Orbitall Orbitall
Prepare script Orbitall Orbitall Orbitall Partner Partner
Validate script Orbitall Orbitall Orbitall Orbitall Orbitall
Disclose Operation Partner Partner Partner Partner Partner
Ensure compliance Partner Partner Partner Partner Partner
INFORMATION SECURITY
RISK CONTROLS & REVIEW
Carry out Audit & Risk Management Trials Orbitall Orbitall Orbitall Orbitall Orbitall
Corrective Actions & compensatory controls - Partner Activities Partner Partner Partner Partner Partner
Corrective Actions & compensatory controls - Orbitall Activities Orbitall Orbitall Orbitall Orbitall Orbitall
Provide information & reply to Audit - by Orbitall at the Partner Orbitall Partner Partner Partner Partner
Support & supply information needed to meet the requirements of
the Audits carried out by Orbitall Orbitall Partner Partner Partner Partner
INFORMATION SECURITY
Implement information security policies (Clear Desk, Training,
Destruction of Confidential Information, Who Needs to Know) Orbitall Partner Partner Partner Partner
QUALITY SYSTEMS
Maintain ISO 9000:2000 Quality System for Orbitall client
attendance services Orbitall Orbitall Partner Partner Partner
B-10
attendance services
Carry out internal audits of the Quality Management System Orbitall Orbitall Partner Partner Partner
TECHNOLOGY
TELECOM
TELECOMMUNICATIONS CARRIERS/ ORBITALL AGREEMENT
Manage problems with the voice & data circuit carriers Orbitall Orbitall Orbitall Orbitall Orbitall
Voice & data circuit Capacity Planning Orbitall Orbitall Orbitall Orbitall Orbitall
Monitor link Orbitall Orbitall Orbitall Orbitall Orbitall
Notify Carrier in case of problems Orbitall Orbitall Orbitall Orbitall Orbitall
Ensure SLA for voice & data links with carriers Orbitall Orbitall Orbitall Orbitall Orbitall
Specify the requirements for contracting resources for new
telecommunications services Orbitall Orbitall Orbitall Orbitall Orbitall
Supply data circuits between service centers & Orbitall Orbitall Orbitall Orbitall Orbitall Orbitall
Supply data & voice circuits between the service centers Partner Partner Partner Partner Partner
DAC
Notify maintenance services supplier Partner Partner Partner Partner Partner
Operational availability of DAC & applications Partner Partner Partner Partner Partner
Electrical / air conditioning system availability Partner Partner Partner Partner Partner
Manage configurations, problems & changes Partner Partner Partner Partner Partner
DAC Capacity Planning Partner Partner Partner Partner Partner
Carry out operational expansions for implementaton of new services Partner Partner Partner Partner Partner
LOCAL AREA NETWORK (LAN)
Operate & manage the software for transferred network equipment Orbitall Orbitall Orbitall Partner Partner
Operate & maintain the hardware for transferred & new network
equipment Partner Partner Partner Partner Partner
Manage configurations, problems & changes Orbitall Orbitall Orbitall Partner Partner
Plan network & operations expansion Partner Partner Partner Partner Partner
Acquisition of new network equipment Partner Partner Partner Partner Partner
Cabling operations & management Partner Partner Partner Partner Partner
INFRASTRUCTURE
Data Center Operation Partner Partner Partner Orbitall Orbitall
Help Desk - Level 1 Orbitall Orbitall Orbitall Partner Partner
Help Desk - Level 2 Partner Partner Partner Partner Partner
BackupTape Library for transferred servers Partner Partner Orbitall Partner Partner
Backup & Tape Library for new Partner servers Partner Partner Partner Partner Partner
Restore facility for transferred servers Partner Partner Partner Partner Partner
Restore facility for new Partnerservers Partner Partner Partner Partner Partner
Release of security patches required by the Partner Orbitall Orbitall Orbitall Orbitall Orbitall
Release of security patches for the entire technological
environment required by the Partner Partner Partner Partner Partner Partner
Updating transferred security patches in the Partner technology
environment Orbitall Orbitall Orbitall Partner Partner
Updating new security patches in the Partner technology
environment Partner Partner Partner Partner Partner
ACCESS TO PARTNER SERVERS
User Administration & Management Partner Partner Partner Partner Partner
Policy Administration & Management Partner Partner Partner Partner Partner
Help Desk - Level 2 Partner Partner Partner Partner Partner
E-MAIL
Administration & Management of e-mail hardware & software Partner Partner Partner Partner Partner
B-11
Acquisition of hardware & software Partner Partner Partner Partner Partner
Help Desk - Level 2 Partner Partner Partner Partner Partner
ADMINISTRATION OF PROFILES & ACCESSES
Provide access to the mainframe environment Orbitall Orbitall Orbitall Orbitall Orbitall
Provide access to the local network environment Orbitall Orbitall Orbitall Partner Partner
Provide access to the Orbitall Intranet environment (password
recovery system) Orbitall Orbitall Orbitall Partner Partner
Provide access to Attendance Applications (CW & Siebel) Orbitall Orbitall Orbitall Orbitall Orbitall
Provide access to Partner Corporate applications Partner Partner Partner Partner Partner
PARTNER SERVERS
Administration / management of transferred server software Partner Partner Partner Partner Partner
Administration / management of new server HW/SW Partner Partner Partner Partner Partner
Acquisition of new HW & SW Partner Partner Partner Partner Partner
Updating anti-virus system on transferred & new servers Orbitall Orbitall Orbitall Partner Partner
MICRO INFORMATION TECHNOLOGY
Acquisition of new HW & SW Partner Partner Partner Partner Partner
Administration / management of transferred micros (HW & SW) Partner Partner Partner Partner Partner
Administration / management of new micros (HW & SW) Partner Partner Partner Partner Partner
Distribute application software Orbitall Orbitall Orbitall Partner Partner
Updating anti-virus system at the transferred & new stations Orbitall Orbitall Orbitall Partner Partner
Inventory of HW & SW Partner Partner Partner Partner Partner
Ratification of HW & SW Orbitall Orbitall Orbitall Partner Partner
Printer management Partner Partner Partner Partner Partner
PRODUCTION
Management of routines Orbitall Orbitall Orbitall Partner Partner
APPLICATIONS
IVR
Specifies Call Flow Orbitall Orbitall Orbitall Orbitall Orbitall
Send Call Flow & specification for budget Orbitall Orbitall Orbitall Orbitall Orbitall
Pre-assessment for Call Flow impacts Orbitall Orbitall Orbitall Orbitall Orbitall
Call Flow budget Orbitall Orbitall Orbitall Orbitall Orbitall
Call Flow development Orbitall Orbitall Orbitall Orbitall Orbitall
Call Flow Trial & Ratification Orbitall Orbitall Orbitall Orbitall Orbitall
Implementation of Call Flow Orbitall Orbitall Orbitall Partner Partner
Formal acceptance of Call Flow Orbitall Orbitall Orbitall Orbitall Orbitall
Software Maintenance & Support (Phraseology & Accesses) Orbitall Orbitall Orbitall Orbitall Orbitall
Monitoring, Maintenance & Support - Basic Hardware & software Partner Partner Partner Partner Partner
IVR documentation Partner Partner Partner Partner Partner
IVR forecast Orbitall Orbitall Orbitall Orbitall Orbitall
Port expansion & implementaton Partner Partner Partner Partner Partner
Creating Mainframe terminals for new ports Orbitall Orbitall Orbitall Orbitall Orbitall
Providing production environment Partner Partner Partner Partner Partner
Providing IVR reports on volumes & performance Partner Partner Partner Partner Partner
CW - ATTENDANCE FRONT-END
Request for modifications Orbitall Orbitall Orbitall Orbitall Orbitall
Budget Orbitall Orbitall Orbitall Orbitall Orbitall
Implement requested alteration Orbitall Orbitall Orbitall Orbitall Orbitall
Environment made available for trial Orbitall Orbitall Orbitall Orbitall Orbitall
Trial & Ratification Orbitall Orbitall Orbitall Orbitall Orbitall
Production environment available Orbitall Orbitall Orbitall Partner Partner
B-12
CTI
Modification of Genesys configuration Orbitall Orbitall Orbitall Orbitall Orbitall
Modification of non-Genesys CTI configuration Partner Partner Partner Partner Partner
Agents configuration (alteration to operator skills &
registrations) Orbitall Orbitall Orbitall Partner Partner
Other configurations in the Genesys environment Orbitall Orbitall Orbitall Orbitall Orbitall
Definition of routing strategies Orbitall Orbitall Orbitall Orbitall Orbitall
Trial & Ratification of routing strategies Orbitall Orbitall Orbitall Orbitall Orbitall
Implementation of routing strategies Orbitall Orbitall Orbitall Orbitall Orbitall
Local production environment available Partner Partner Partner Partner Partner
Enterprise production environment available Orbitall Orbitall Orbitall Orbitall Orbitall
Genesys capacity licenses Orbitall Orbitall Orbitall Orbitall Orbitall
RECORDING CALLS
Definition of call recording criteria Orbitall Orbitall Orbitall Orbitall Orbitall
Definition of tape recovery criteria Orbitall Orbitall Orbitall Orbitall Orbitall
On-line storage Partner Partner Partner Partner Partner
Off-line storage Partner Partner Partner Partner Partner
Definition of quality recording policies Orbitall Orbitall Orbitall Orbitall Orbitall
Maintenance & support Partner Partner Partner Partner Partner
Implementation & expansion of recording system Partner Partner Partner Partner Partner
Availability of recording environment Partner Partner Partner Partner Partner
CORPORATE TELEPHONY
Availability of local tariff-charging system Partner Partner Partner Partner Partner
Management of tariff-charging system Partner Partner Partner Partner Partner
Management of local telephony system Partner Partner Partner Partner Partner
TELECOM / VOICE LABORATORY
Availability of equipment n/a n/a n/a n/a n/a
Supply of Genesys / Siebel licenses n/a n/a n/a n/a n/a
LOGICAL & PHYSICAL SECURITY
Manage configurations, problems & changes in the Call Center
environment Orbitall Orbitall Orbitall Partner Partner
Manage & store event records in the Orbitall environment for
auditing purposes Orbitall Orbitall Orbitall Partner Partner
POLICIES & PROCEDURES
Manage system access profile Orbitall Orbitall Orbitall Orbitall Orbitall
Define system access profile procedure Orbitall Orbitall Orbitall Orbitall Orbitall
B-13
RIO DE JANEIRO
B-14
JULY 1, 04 FROM END OF
TO END OF CO-HABITATION
APRIL MAY JUNE CO-HABITATION ONWARDS
----- --- ---- ------------- -------------
OPERATIONS
OPERATIONS MANAGEMENT
Coaching/feedback-Agents Partner Partner Partner Partner Partner
Operating meeting/communication Partner Partner Partner Partner Partner
Definition of Targets & Objectives - operating teams (breakout Partner Partner Partner Partner Partner
of the OLAs)
Calculation & assessment of results Partner Partner Partner Partner Partner
Preparation of corrective plans Partner Partner Partner Partner Partner
PLANNING
FORECAST
Define priorities & OLAs Orbitall Orbitall Orbitall Orbitall Orbitall
Develop center planning (topology) Orbitall Orbitall Orbitall Orbitall Orbitall
Implement Orbitall Orbitall Orbitall Orbitall Orbitall
Check track-record & trends Orbitall Orbitall Orbitall Orbitall Orbitall
Check impact on AAT Orbitall Orbitall Orbitall Orbitall Orbitall
Check & adjust Forecast Orbitall Orbitall Orbitall Orbitall Orbitall
Validate Forecast Orbitall Orbitall Orbitall Orbitall Orbitall
SIZING
Size Resources Orbitall Orbitall Orbitall Partner Partner
Make Resources available on-line Orbitall Orbitall Partner Partner Partner
Supply scales required Orbitall Orbitall Partner Partner Partner
MIS & SLAS
Provide performance statistics Orbitall Orbitall Partner Partner Partner
Analyze SLA Breaches Partner Partner Partner Partner Partner
Establish corrective actions Partner Partner Partner Partner Partner
CONTROL DESK
Implement scale (definition of arrival time, breaks, departure Orbitall Partner Partner Partner Partner
time, days off & vacations)
Monitor compliance Partner Partner Partner Partner Partner
Monitor volumes: AAT, SLA, Hang-Up Partner Partner Partner Partner Partner
Identify deviation in real x forecast curve Partner Partner Partner Partner Partner
Implement contingency actions Partner Partner Partner Partner Partner
Implement corrective actions Partner Partner Partner Partner Partner
Human Resources
Recruitment & Selection
Define profile (ability or skills) Orbitall Orbitall Orbitall Orbitall Orbitall
Define wage brackets Partner Partner Partner Partner Partner
Define Consulting Services Partner Partner Partner Partner Partner
Recruit Partner Partner Partner Partner Partner
Select Partner Partner Partner Partner Partner
Hire Partner Partner Partner Partner Partner
Assess selection processes Partner Partner Partner Partner Partner
TRAINING
Identify needs (new products) Orbitall Orbitall Orbitall Orbitall Orbitall
Identify needs (refresher courses) Partner Partner Partner Partner Partner
Develop material / Methodology Orbitall Orbitall Orbitall Orbitall Orbitall
Give trainng (multiplicatory agent) Orbitall Orbitall Orbitall Orbitall Orbitall
Give training (agent) Partner Partner Partner Partner Partner
B-15
Monitor & assess learning curve Partner Partner Partner Partner Partner
ORGANIZATIONAL CLIMATE
Structure an oversight program Orbitall Partner Partner Partner Partner
Define oversight indicators Orbitall Partner Partner Partner Partner
Development measurement tools Orbitall Partner Partner Partner Partner
Carry out climate survey Partner Partner Partner Partner Partner
Implement Plan of Action based on results noted Partner Partner Partner Partner Partner
DISMISSAL
Define conduct policy Orbitall Orbitall Orbitall Partner Partner
Detect inappropriate behavior Partner Partner Partner Partner Partner
Survey & analyze employee record Partner Partner Partner Partner Partner
Decide on dismissal & departure of employee Partner Partner Partner Partner Partner
Notify the employee Partner Partner Partner Partner Partner
QUALITY MANAGEMENT
QUALITY MONITORING
Define weights & measures criteria Orbitall Orbitall Orbitall Orbitall Orbitall
Monitor Partner Partner Partner Partner Partner
Issue reports Partner Partner Partner Partner Partner
Hold calibration sessions Partner Partner Partner Partner Partner
Feedback to Agencies Partner Partner Partner Partner Partner
Feedback to supervisors Partner Partner Partner Partner Partner
Feedback to coordinators Partner Partner Partner Partner Partner
MOTIVATIONAL CAMPAIGNS
Development / Preparation of campaigns identified by the Partner Partner Partner Partner Partner Partner
Development / Preparation of campaigns identified by Orbitall / Orbitall Orbitall Orbitall Orbitall Orbitall
the Client
COMMUNICATIONS
Prepare processes & procedures Orbitall Orbitall Orbitall Orbitall Orbitall
Prepare script Orbitall Orbitall Orbitall Partner Partner
Validate script Orbitall Orbitall Orbitall Orbitall Orbitall
Disclose Operation Partner Partner Partner Partner Partner
Ensure compliance Partner Partner Partner Partner Partner
Information Security
RISK CONTROLS & REVIEW
Carry out Audit & Risk Management Trials Orbitall Orbitall Orbitall Orbitall Orbitall
Corrective Actions & compensatory controls - Partner Activities Partner Partner Partner Partner Partner
Corrective Actions & compensatory controls - Orbitall Activities Orbitall Orbitall Orbitall Orbitall Orbitall
Provide information & reply to Audit - by Orbitall at the Partner Orbitall Partner Partner Partner Partner
Support & supply information needed to meet the requirements of Orbitall Partner Partner Partner Partner
the Audits carried out by Orbitall
INFORMATION SECURITY
Implement information security policies (Clear Desk, Training, Orbitall Partner Partner Partner Partner
Destruction of Confidential Information, Who Needs to Know)
QUALITY SYSTEMS
Maintain ISO 9000:2000 Quality System for Orbitall client Orbitall Orbitall Partner Partner Partner
attendance services
Carry out internal audits of the Quality Management System Orbitall Orbitall Partner Partner Partner
B-16
TECHNOLOGY
TELECOM
TELECOMMUNICATIONS CARRIERS / ORBITALL AGREEMENT
Manage problems with the voice & data circuit carriers Orbitall Orbitall Orbitall Orbitall Orbitall
Voice & data circuit Capacity Planning Orbitall Orbitall Orbitall Orbitall Orbitall
Monitor link Orbitall Orbitall Orbitall Orbitall Orbitall
Notify Carrier in case of problems Orbitall Orbitall Orbitall Orbitall Orbitall
Ensure SLA for voice & data links with carriers Orbitall Orbitall Orbitall Orbitall Orbitall
Specify the requirements & contract resources for new Orbitall Orbitall Orbitall Orbitall Orbitall
telecommunications services
Supply data circuits between service centers & Orbitall Orbitall Orbitall Orbitall Orbitall Orbitall
Supply data & voice circuits between the service centers Partner Partner Partner Partner Partner
DAC
Notify maintenance services supplier Partner Partner Partner Partner Partner
Operational availability of DAC & applications Partner Partner Partner Partner Partner
Electrical / air conditioning system availability Partner Partner Partner Partner Partner
Manage configurations, problems & changes Partner Partner Partner Partner Partner
DAC Capacity Planning Partner Partner Partner Partner Partner
Carry out operational expansions for implementaton of new Partner Partner Partner Partner Partner
services
LOCAL AREA NETWORK (LAN)
Operate & manage the software for transferred network equipment Orbitall Orbitall Orbitall Partner Partner
Operate & maintain the hardware for transferred & new network Partner Partner Partner Partner Partner
equipment
Manage configurations, problems & changes Orbitall Orbitall Orbitall Partner Partner
Plan network & operations expansion Partner Partner Partner Partner Partner
Acquisition of new network equipment Partner Partner Partner Partner Partner
Cabling operations & management Partner Partner Partner Partner Partner
INFRASTRUCTURE
Data Center Operation Partner Partner Partner Orbitall Orbitall
Help Desk - Level 1 Orbitall Orbitall Orbitall Partner Partner
Help Desk - Level 2 Partner Partner Partner Partner Partner
Backup & Tape Library for transferred servers Partner Partner Orbitall Partner Partner
Backup & Tape Library for new Partner servers Partner Partner Partner Partner Partner
Restore facility for transferred servers Partner Partner Partner Partner Partner
Restore facility for new Partner servers Partner Partner Partner Partner Partner
Release of security patches required by the Partner Orbitall Orbitall Orbitall Orbitall Orbitall
Release of security patches for the complete technological Partner Partner Partner Partner Partner
environment required by the Partner
Updating transferred security patches in the Partner technology Orbitall Orbitall Orbitall Partner Partner
environment
Updating new security patches in the Partner technology Partner Partner Partner Partner Partner
environment
ACCESS TO PARTNER SERVERS
User Administration & Management Partner Partner Partner Partner Partner
Policy Administration & Management Partner Partner Partner Partner Partner
Help Desk - Level 2 Partner Partner Partner Partner Partner
E-MAIL
Administration & Management of e-mail HW & SW Partner Partner Partner Partner Partner
Acquisition of hardware & software Partner Partner Partner Partner Partner
Help Desk - Level 2 Partner Partner Partner Partner Partner
ADMINISTRATION OF PROFILES & ACCESSES
Provide access to the mainframe environment Orbitall Orbitall Orbitall Orbitall Orbitall
B-17
Provide access to the local network environment Orbitall Orbitall Orbitall Partner Partner
Provide access to the Orbitall Intranet environment (password Orbitall Orbitall Orbitall Partner Partner
recovery system)
Provide access to Attendance Applications (CW & Siebel) Orbitall Orbitall Orbitall Orbitall Orbitall
Provide access to Partner Corporate applications Partner Partner Partner Partner Partner
PARTNER SERVERS
Administration / management of transferred server software Partner Partner Partner Partner Partner
Administration / management of new server HW/SW Partner Partner Partner Partner Partner
Acquisition of new HW & SW Partner Partner Partner Partner Partner
Updating anti-virus system on transferred and new servers Orbitall Orbitall Orbitall Partner Partner
MICRO INFORMATION TECHNOLOGY
Acquisition of new HW & SW Partner Partner Partner Partner Partner
Administration / management of transferred micros (HW & SW) Partner Partner Partner Partner Partner
Administration / management of new micros (HW & SW) Partner Partner Partner Partner Partner
Distribution of application software Orbitall Orbitall Orbitall Partner Partner
Updating anti-virus system at the transferred & new stations Orbitall Orbitall Orbitall Partner Partner
HW & SW inventories Partner Partner Partner Partner Partner
Ratification of HW & SW Orbitall Orbitall Orbitall Partner Partner
Printer management Partner Partner Partner Partner Partner
PRODUCTION
Management of routines Orbitall Orbitall Orbitall Partner Partner
APPLICATIONS
IVR
Specifies Call Flow Orbitall Orbitall Orbitall Orbitall Orbitall
Send Call Flow & specification for budget Orbitall Orbitall Orbitall Orbitall Orbitall
Pre-assessment for Call Flow impacts Orbitall Orbitall Orbitall Orbitall Orbitall
Call Flow budget Orbitall Orbitall Orbitall Orbitall Orbitall
Call Flow development Orbitall Orbitall Orbitall Orbitall Orbitall
Call Flow Trial & Ratification Orbitall Orbitall Orbitall Orbitall Orbitall
Implementation of Call Flow Orbitall Orbitall Orbitall Partner Partner
Formal acceptance of Call Flow Orbitall Orbitall Orbitall Orbitall Orbitall
Software Maintenance & Support (Phraseology & Accesses) Orbitall Orbitall Orbitall Orbitall Orbitall
Monitoring, Maintenance & Support - Basic HW & SW Partner Partner Partner Partner Partner
IVR documentation Partner Partner Partner Partner Partner
IVR forecast Orbitall Orbitall Orbitall Orbitall Orbitall
Port expansion & implementaton Partner Partner Partner Partner Partner
Creating Mainframe terminals for new ports Orbitall Orbitall Orbitall Orbitall Orbitall
Providing production environment Partner Partner Partner Partner Partner
Providing IVR reports on volumes & performance Partner Partner Partner Partner Partner
CW - ATTENDANCE FRONT-END
Request for modifications Orbitall Orbitall Orbitall Orbitall Orbitall
Budget Orbitall Orbitall Orbitall Orbitall Orbitall
Implement requested alteration Orbitall Orbitall Orbitall Orbitall Orbitall
Environment made available for trial Orbitall Orbitall Orbitall Orbitall Orbitall
Trial & Ratification Orbitall Orbitall Orbitall Orbitall Orbitall
Production environment available Orbitall Orbitall Orbitall Partner Partner
CTI
Modification of Genesys configuration Orbitall Orbitall Orbitall Orbitall Orbitall
Modification of non-Genesys CTI configuration Partner Partner Partner Partner Partner
Agents configuration (alteration to operator skills & Orbitall Orbitall Orbitall Partner Partner
registrations)
Other configurations in the Genesys environment Orbitall Orbitall Orbitall Orbitall Orbitall
Definition of routing strategies Orbitall Orbitall Orbitall Orbitall Orbitall
Trial & Ratification of routing strategies Orbitall Orbitall Orbitall Orbitall Orbitall
Implementation of routing strategies Orbitall Partner Partner Partner Partner
B-18
Local production environment available Partner Partner Partner Partner Partner
Enterprise production environment available Orbitall Orbitall Orbitall Orbitall Orbitall
Genesys capacity licenses Orbitall Orbitall Orbitall Orbitall Orbitall
RECORDING CALLS
Definition of call recording criteria Orbitall Orbitall Orbitall Orbitall Orbitall
Definition of tape recovery criteria Orbitall Orbitall Orbitall Orbitall Orbitall
On-line storage Partner Partner Partner Partner Partner
Off-line storage Partner Partner Partner Partner Partner
Definition of quality recording policies Orbitall Orbitall Orbitall Orbitall Orbitall
Maintenance & support Partner Partner Partner Partner Partner
Implementation & expansion of recording system Partner Partner Partner Partner Partner
Availability of recording environment Partner Partner Partner Partner Partner
CORPORATE TELEPHONY
Availability of local tariff-charging system Partner Partner Partner Partner Partner
Management of tariff-charging system Partner Partner Partner Partner Partner
Management of local telephony system Partner Partner Partner Partner Partner
TELECOM / VOICE LABORATORY
Availability of equipment n/a n/a n/a n/a n/a
Supply of Genesys / Siebel licenses n/a n/a n/a n/a n/a
LOGICAL & PHYSICAL SECURIT
Manage configurations, problems & changes in the Call Center Orbitall Orbitall Orbitall Partner Partner
environment
Manage & store event records in the Orbitall environment for Orbitall Orbitall Orbitall Partner Partner
auditing purposes
POLICIES & PROCEDURES
Manage system access profile Orbitall Orbitall Orbitall Orbitall Orbitall
Define system access profile procedure Orbitall Orbitall Orbitall Orbitall Orbitall
B-19
ANNEX III
PRICES OF SERVICES
PARTIES: ORBITALL Servicos e Processamento de Informacoes Comerciais Ltda.
("ORBITALL")
Inovacao Contact Center Services de Contatos Telefonicos Ltda.,
("PARTNER")
This document constitutes an integral part of the Service Agreement signed by
ORBITALL and PARTNER.
1. PRICES STRUCTURE
The prices of the Services are applicable to the Regime (Agreement Duration)
Period. For the Initial Transition Period, the increase factors are applicable
to the prices, as stipulated in item 1.4 below.
The prices presented in this Annex are quoted on a unit basis, divided up
according to the site from which they will be rendered. The Price Matrix
presented in this document will be used as a reference for the prices applicable
to Modifications and New Projects to be developed during the Agreement by the
PARTNER.
1.1 PRICE MATRIX FOR ASSISTED ATTENDANCE
The price for Assisted Attendance* for inbound calls during the Regime
(Agreement Duration) Period is based on five variables:
- Operator level: price given for four operator categories: Operator
Level I, Operator Level II, Operator Level III, Operator Level IV,
as presented in details in the following tables:
AMOUNT SPENT PER EMPLOYEE (R$) - SAO PAULO
Description Attend I Attend II Attend III Attend IV Frequency Eligibility
- ----------- -------- --------- ---------- --------- --------- -------------------
Nominal Wage [*****] [*****] [*****] [*****] Monthly All
Medical Aid [*****] [*****] [*****] [*****] Monthly All
Dental Aid [*****] [*****] [*****] [*****] -
Meals (R$ 2.10 x 26) [*****] [*****] [*****] [*****] Monthly 4 and 6 hours
Transportation Voucher [*****] [*****] [*****] [*****] Monthly All
Day-Care Center Allowance [*****] [*****] [*****] [*****] Monthly Women with children
Turnover up to one
year old
Life Insurance [*****] [*****] [*****] [*****] Monthly All
C-1
ANNEX III
PRICES OF SERVICES
AMOUNT SPENT PER EMPLOYEE (R$) SALVADOR
DESCRIPTION Attend I Attend II Attend III Attend IV Frequency Eligibility
- --------------------------- -------- --------- ---------- --------- --------- -----------
Nominal Wage [*****] [*****] [*****] [*****] Monthly All
Medical Aid [*****] [*****] [*****] [*****] Monthly All
Dental Aid [*****] [*****] [*****] [*****] - -
Meals (R$ 2.10 x 26) [*****] [*****] [*****] [*****] Monthly 4 and 6 hours
Transportation Voucher [*****] [*****] [*****] [*****] Monthly All
Day-Car Center Allowance [*****] [*****] [*****] [*****] Monthly Women with children
Turnover up to one
year old
Life Insurance [*****] [*****] [*****] [*****] Monthly All
- Service or Operation Level: price given at three TSF Levels (85:20 -
85% of the calls answered within Turnover up to 20 seconds; 80:25 -
80% of the calls answered within Turnover up to 25; 70:30 - 70% of
the calls answered within Turnover up to 30 seconds).
- Turnover for Operation: price given in two ranges (Turnover up to
2.5% per month and Turnover up to 3.5% per month).
- Monthly Average Call Volume: price given in three ranges **
(operations with monthly average of Turnover up to 50,000 calls;
operations with monthly average of Turnover up to 250,000 calls; and
operations with monthly average of more than 250,000 calls).
- Average Response Time (TMA): price given in three ranges (calls with
average time of Turnover up to 90 seconds; calls with average time
of 90 to 150 seconds; and calls with average time of 90 to 250
seconds).
- Control Span: price given in three ranges for the
supervisor/operator ratio (1/12; 1/18 and 1/24).
* Calls effectively answered.
* * The same price will be applied to the Services (e.g.: response line-ups)
with volumes within the respective ranges.
The benchmark prices are always the ceiling for the range in question.
Consequently, they are taken as the cap price for the Service covered by the
range in question.
Each cell in the spreadsheets presented at the end of this Annex corresponds to
the unit Prices per Call answered or per minute spoken for operation under the
conditions established by the criteria defining the cell.
C-2
ANNEX III
PRICES OF SERVICES
1.2 AUDIBLE RESPONSE UNIT USE PRICES
There are two prices for calls answered through the Audible Response Unit (ARU):
a) Prices per Call answered through the Audible Response Unit (ARU).
b) Price per minute of traffic within the Audible Response Unit (ARU)
"tree".
The price of each call effectively answered through the Audible Response Unit
(ARU) will be calculated on the basis of the sum of two portions: the Prices per
Call added to the price per traffic minutes multiplied by the number of minutes
to one decimal place, as shown in the following table.
ITEM PRICE (R$)
- --------------- ----------
Prices per Call [*****]
Price per minute [*****]
1.3 PRICE PER ATTENDANT POSITION
The prices for making an Attendant Position available are divided into three
types:
a) "Dry" Attendant Position (on operator) provided at the ORBITALL
facilities.
b) "Dry" Attendant Position (no operator) provided at the PARTNER
facilities.
c) "Inbound" Attendant Position (with operator) provided at the PARTNER
facilities. The prices refer to the four operator remunerator levels as
described in item 1.1 Price Matrix per Assisted Attendance.
d) "Outbound" attendant position with operator for telemarketing, provided
at the facilities of the PARTNER. The prices refer to the four operator
remuneration categories, as described in item 1.1 Price Matrix per
Assisted Attendance.
e) "Outbound" attendant position with operator and predictive dialer,
provided at the facilities of the PARTNER. The prices refer to the four
operator remuneration categories, as described in item 1.1 Price Matrix
per Assisted Attendance.
The first type (Dry operator position at the ORBITALL facilities) does not refer
to the Initial Transition Period, when the PARTNER may be operating at the
current ORBITALL facilities. This type refers to the situation where ORBITALL
contracts only the workstation and manages an operation at its own facilities.
C-3
ANNEX III
PRICES OF SERVICES
PRICE PER ATTENDANT POSITION (R$)
SCENARIO
ITEM SP BA
---- -- --
Dry AP at Orbitall [*****] [*****]
Dry AP at Contax [*****] [*****]
Inbound AP Opt [*****] [*****]
Inbound AP Opt [*****] [*****]
Inbound AP Op 3 [*****] [*****]
Inbound AP Op 4 [*****] [*****]
Outbound AP Opt [*****] [*****]
Outbound AP Op 2 [*****] [*****]
Outbound AP Op 3 [*****] [*****]
Outbound AP Op 4 [*****] [*****]
Outbound AP Dial-up Op 1 [*****] [*****]
Outbound AP Dial-up Op 2 [*****] [*****]
Outbound AP Dial-up Op 3 [*****] [*****]
Outbound AP Dial-up Op 4 [*****] [*****]
1.4 INCREASE FACTORS
A price increase scheme is presented below for the Initial Transition Period.
Through this scheme, part of the PARTNER investments will be financed through
the acceptance of the increased prices by ORBITALL. These factors are presented
in the following table.
PRICE INCREASE FACTOR FOR AGREEMENT DURATION
Site 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
---- ----------- ----------- ----------- -----------
RJ ORBITALL [*****] [*****] [*****] [*****]
SALVADOR ORBITALL [*****] [*****] [*****] [*****]
SP ORBITALL [*****] [*****] [*****] [*****]
SALVADOR CONTAX [*****] [*****] [*****] [*****]
SP CONTAX [*****] [*****] [*****] [*****]
The increase factors are used to multiply the assisted attendance and Audible
Response Unit (ARU) prices for the four quarters of the first year of the
Contract, by each of the locations of the respective operations.
The increase factors stipulated in this Clause 1.4 will be applied subsequent to
the application of the adjustment factors by the total value of the Services
Remuneration stipulated in Clause 1.5. below.
C-4
ANNEX III
PRICES OF SERVICES
After the second year of the Agreement, the increase prices stipulated in this
Clause 1.4 automatically cease to be applicable.
1.5 ADJUSTMENT FACTORS BY TOTAL VALUE OF THE SERVICES REMUNERATION PER MONTH
Services prices take into consideration the benchmark threshold for the Services
Remuneration equivalent to [*****].
If the Services Remuneration for a specific month is higher or lower than the
above-mentioned benchmark threshold, new prices will be applied for the
Services. In order to calculate the new prices, the following mechanism is
applied:
(a) The Services Remuneration will be calculated by the multiplying the
applicable unit prices by the volume of the Services effectively
rendered;
(b) The total value of the Services Remuneration for a given month will
be compared to the benchmark threshold of [*****];
(c) The Services Remuneration will be classified in compliance with the
following table, in order to obtain the applicable adjustment
factor;
(d) Each of the unit prices constituting the Services Remuneration will
be multiplied by the adjustment factor applicable thereto;
(e) The new sum of the unit prices, duly restated and multiplied by the
volume of the Services effectively rendered, will be the total value
of the Services Remuneration for the month in question;
TOTAL REVENUES - SERVICES REMUNERATION ADJUSTMENT FACTOR
-------------------------------------- -----------------
Value below 20% of the benchmark threshold [*****]
Value below 40% of the benchmark threshold [*****]
Value below 60% of the benchmark threshold [*****]
Value below 80% of the benchmark threshold [*****]
Value at 80% - 125% of the benchmark threshold [*****]
Value above 125% of the benchmark threshold [*****]
Value above 150% of the benchmark threshold [*****]
Value above 175% of the benchmark threshold [*****]
Value above 200% of the benchmark threshold [*****]
C-5
ANNEX III
PRICES OF SERVICES
In order to avoid any doubts the unit prices for the Services on the invoices to
be issued by the PARTNER will correspond to the prices resulting from applying
the adjustment factor as stipulated in item (d) above.
1.6 PRICE RESTATEMENT
The value added through gains in productivity, fine-tuning management
processes or any other benefits will be analyzed and negotiated on the
basis of the established partnership model, whereby each of the PARTIES
may be compensated in proportion to the contribution thereof.
On an annual basis, PARTIES will restate the Services Prices and will
establish the percentage to be applied for such restatement through common
agreement, taking into account but not limited to the repercussions of
alterations on the market, wage restatements granted on a friendly basis
to the labor-force or through collective bargaining agreements, and
foreign exchange variations on the infrastructure cost. Should the
applicable legislation allow prices to be restated over a shorter period
of time, the PARTIES will negotiate the price restatement in order to
maintain the economic and financial balance of the Agreement.
Without adversely affecting the provisions in the previous items, the
proposed restatement should include a reconstitute of the value on an
item-by-item basis in compliance with the price list presented in this
Annex, as well as the respective impacts thereof on the monthly overall
value of the Agreement.
Particularly with regard to the wage restatement item arising from direct
negotiation or the legal collective bargaining process mentioned above,
the PARTIES hereby establish that, at the time of the restatement, they
will negotiate the wage restatement index to be applied immediately, in
order to maintain the economic and financial balance of the Contract.
Should any taxes be introduced or eliminated, or in case of any increase
of decrease in those already falling and covered in the prices presented
by the PARTNER, the PARTIES will reach at any time the understandings
required to maintain the financial balance of the contractual
relationship.
Taxes and other fiscal charges owed under the Agreement are the sole
responsibility of the taxpayer as defined under Brazilian Tax Law, other than
for the PIS and COFINS mandatory profit-sharing schemes and the levies paid to
the National Social Security Institute (INSS) already included in the applicable
prices.
C-6
ANNEX III
PRICES OF SERVICES
PRICES PER CALL ANSWERED FOR SAO PAULO SITE (R$)
Prices (CALL) for operations Service Level 85/20 Service Level 80/25 Service Level 70/30
with VOLUME of Turnover up to
50 M Calls (monthly average)
Op Op Op Op Op Op Op Op Op Op Op Op
Level Level Level Level Level Level Level Level Level Level Level Level
I II III IV I II III IV I II III IV
----- ----- ----- ----- ----- ----- ------ ---- ----- ----- ----- -----
Control
Span 1/12 AAT Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
up to 2.5
to 90
Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
91 to 2.5
-150
Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
up to 2.5
to 250
Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
over to 2.5
250
Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
to 3.5
Control AAT Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
Span 118 up to 2.5
to 90
Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
91 to 2.5
-150
Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
up to 2.5
to 250
Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
over to 2.5
250
Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
to 3.5
Control AAT Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
Span 1/24 up to 2.5
to 90
Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
91 to 2.5
-150
Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
up to 2.5
to 250
Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
over to 2.5
250
Turnover up [*****] [*****] [*****] [*****] [*****][*****] [*****][*****] [*****] [*****] [*****] [*****]
to 3.5
C-7
ANNEX III
PRICES OF SERVICES
Prices (CALL) for operations Service Level 85/20 Service Level 80/25 Service Level 70/30
with VOLUME of Turnover up to
250 M Calls (monthly average)
Op Op Op Op Op Op Op Op Op Op Op Op
Level Level Level Level Level Level Level Level Level Level Level Level
I II III IV I II III IV I II III IV
----- ----- ----- ----- ----- ----- ------ ---- ----- ----- ----- -----
Control AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Span 1/12 up up to 2.5
to 90
Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 to 2.5
-150
Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 2.5
to 250
Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over to 2.5
250
Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
to 3.5
Control AAT Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Span 1/18 up to 2.5
to 90
Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 to 2.5
-150
Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 2.5
to 250
Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over to 2.5
250
Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
to 3.5
Control AAT Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Span 1/24 up to 2.5
t o 90
Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 to 2.5
-150
Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 2.5
to 250
Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
to 3.5
AAT Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over to 2.5
250
Turnover up [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
to 3.5
C-8
ANNEX III
PRICES OF SERVICES
Prices (CALL) for operations Service Level 85/20 Service Level 80/25 Service 70/30
with VOLUME of Turnover up to
250 M Calls (monthly average)
Op Op Op Op Op Op Op Op Op Op Op Op
Level Level Level Level Level Level Level Level Level Level Level Level
I II III IV I II III IV I II III IV
----- ----- ----- ----- ----- ------ ------ ------ ------- ------- ------- -------
Control AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Span 1/12 up up to 2.5
to 90
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 up to 2.5
-150
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up up to 2.5
to 250
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over up to 2.5
250
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
Control AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Span 1/18 up up to 2.5
to 90
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 up to 2.5
-150
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up up to 2.5
to 250
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over up to 2.5
250
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
Control AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Span 1/24 up up to 2.5
to 90
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 up to 2.5
-150
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up up to 2.5
to 250
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over up to 2.5
250
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
C-9
ANNEX III
PRICES OF SERVICES
PRICES PER CALL ANSWERED FOR SALVADOR SITE (R$)
Prices (CALL) for Service Level 85/20 Service Level 80/25 Service Level 70/30
operations with VOLUME
of Turnover up to 50 M
Calls (monthly average)
Op Op Op Op Op Op Op Op Op Op Op Op
Level Level Level Level Level Level Level Level Level Level Level Level
I II III IV I II III IV I II III IV
------ ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Control AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Span 1/12 up up to 2.5
to 90
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 up to 2.5
-150
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up up to 2.5
to 250
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over up to 2.5
250
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
Control AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Span 1/18 up up to 2.5
to 90
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 up to 2.5
-150
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up up to 2.5
to 250
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over up to 2.5
250
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
Control AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Span 1/24 up up to 2.5
to 90
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 up to 2.5
-150
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up up to 2.5
to 250
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
AAT Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over up to 2.5
250
Turnover [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 3.5
C-10
ANNEX III
PRICES OF SERVICES
Prices (CALL) for operations with
VOLUME of Turnover up to 250 M Calls Service Level 85/20 Service Level 80/25
(monthly average) ----------------------------------------------- -----------------------------------
Op Level I Op Level II Op Level III Op Level IV Op Level I Op Level II Op Level III
- ------------ ---------- ------------------ ---------- ----------- ------------ ----------- ---------- ----------- ------------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/24 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Prices (CALL) for operations with
VOLUME of Turnover up to 250 M Calls Service Level 70/30
(monthly average) ----------- -----------------------------------------------
Op Level IV Op Level I Op Level II Op Level III Op Level IV
- ------------ ---------- ------------------ ----------- ---------- ----------- ------------ -----------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/24 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
C-11
ANNEX III
PRICES OF SERVICES
Prices (CALL) for operations with
VOLUME of Turnover up to 250 M Service Level 85/20 Service Level 80/25
Calls (monthly average) ----------------------------------------------- -----------------------------------
Op Level I Op Level II Op Level III Op Level IV Op Level I Op Level II Op Level III
- ------------ ---------- ------------------ ---------- ----------- ------------ ----------- ---------- ----------- ------------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/24 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Prices (CALL) for operations with
VOLUME of Turnover up to 250 M Calls Service Level 70/30
(monthly average) ----------- -----------------------------------------------
Op Level IV Op Level I Op Level II Op Level III Op Level IV
- ------------ ---------- ------------------ ----------- ---------- ----------- ------------ -----------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/24 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
C-12
ANNEX III
PRICES OF SERVICES
PRICES PER MINUTE SPOKEN FOR SAO PAULO SITE (R$)
Prices (MINUTE SPOKEN) for
operation with VOLUME of Turnover up Service Level 85/20 Service Level 80/25
to 50 M Calls (monthly average) ----------------------------------------------- -----------------------------------
Op Level I Op Level II Op Level III Op Level IV Op Level I Op Level II Op Level III
- ------------ ---------- ------------------ ---------- ----------- ------------ ----------- ---------- ----------- ------------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/24 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Prices (MINUTE SPOKEN) for
operation with VOLUME of Turnover up Service Level 70/30
to 50 M Calls (monthly average) ----------- -----------------------------------------------
Op Level IV Op Level I Op Level II Op Level III Op Level IV
- ------------ ---------- ------------------ ----------- ---------- ----------- ------------ -----------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/24 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
C-13
ANNEX III
PRICES OF SERVICES
Prices (MINUTE SPOKEN) for
operation with VOLUME of Turnover up Service Level 85/20 Service Level 80/25
to 250 M Calls (monthly average) ----------------------------------------------- -----------------------------------
Op Level I Op Level II Op Level III Op Level IV Op Level I Op Level II Op Level III
- ------------ ---------- ------------------ ---------- ----------- ------------ ----------- ---------- ----------- ------------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
0.4965 AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Prices (MINUTE SPOKEN) for
operation with VOLUME of Turnover up Service Level 70/30
to 250 M Calls (monthly average) ----------- -----------------------------------------------
Op Level IV Op Level I Op Level II Op Level III Op Level IV
- ------------ ---------- ------------------ ----------- ---------- ----------- ------------ -----------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
0.4965 AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
C-14
ANNEX III
PRICES OF SERVICES
Prices (MINUTE SPOKEN) for
operation with VOLUME of
Turnover up to 250 M Calls Service Level 85/20 Service Level 80/25
(monthly average) ----------------------------------------------- -----------------------------------
Op Level I Op Level II Op Level III Op Level IV Op Level I Op Level II Op Level III
- ------------ ---------- ------------------ ---------- ----------- ------------ ----------- ---------- ----------- ------------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/24 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Prices (MINUTE SPOKEN) for
operation with VOLUME of Service Level 70/30
Turnover up to 250 M Calls ----------- -----------------------------------------------
(monthly average) Op Level IV Op Level I Op Level II Op Level III Op Level IV
- ------------ ---------- ------------------ ----------- ---------- ----------- ------------ -----------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/24 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
C-15
ANNEX III
PRICES OF SERVICES
PRICES PER MINUTE SPOKEN FOR SALVADOR SITE (R$)
Prices (MINUTE SPOKEN) for operation
with VOLUME of Turnover up to 50 M Calls Service Level 85/20 Service Level 80/25
(monthly average) ----------------------------------------------- -----------------------------------
Op Level I Op Level II Op Level III Op Level IV Op Level I Op Level II Op Level III
- ------------ ---------- ------------------ ---------- ----------- ------------ ----------- ---------- ----------- ------------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/24 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Prices (MINUTE SPOKEN) for operation
with VOLUME of Turnover up to 50 M Calls Service Level 70/30
(monthly average) ----------- -----------------------------------------------
Op Level IV Op Level I Op Level II Op Level III Op Level IV
- ------------ ---------- ------------------ ----------- ---------- ----------- ------------ -----------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/24 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
C-16
ANNEX III
PRICES OF SERVICES
Prices (MINUTE SPOKEN) for operation
with VOLUME of Turnover up to 250 M Service Level 85/20 Service Level 80/25
Calls (monthly average) ----------------------------------------------- -----------------------------------
Op Level I Op Level II Op Level III Op Level IV Op Level I Op Level II Op Level III
- ------------ ---------- ------------------ ---------- ----------- ------------ ----------- ---------- ----------- ------------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/24 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Prices (MINUTE SPOKEN) for operation
with VOLUME of Turnover up to 250 M Service Level 70/30
Calls (monthly average) ----------- -----------------------------------------------
Op Level IV Op Level I Op Level II Op Level III Op Level IV
- ------------ ---------- ------------------ ----------- ---------- ----------- ------------ -----------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/24 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
C-17
ANNEX III
PRICES OF SERVICES
Prices (MINUTE SPOKEN) for operation
with VOLUME of Turnover up to 250 M Service Level 85/20 Service Level 80/25
Calls (monthly average) ----------------------------------------------- -----------------------------------
Op Level I Op Level II Op Level III Op Level IV Op Level I Op Level II Op Level III
- ------------ ---------- ------------------ ---------- ----------- ------------ ----------- ---------- ----------- ------------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
1/24 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Prices (MINUTE SPOKEN) for operation
with VOLUME of Turnover up to 250 M Service Level 70/30
Calls (monthly average) ----------- -----------------------------------------------
Op Level IV Op Level I Op Level II Op Level III Op Level IV
- ------------ ---------- ------------------ ----------- ---------- ----------- ------------ -----------
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/12 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/18 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
Control Span AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
1/24 up to 90 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
91 -150 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
up to 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
AAT Turnover up to 2.5 [*****] [*****] [*****] [*****] [*****]
over 250 Turnover up to 3.5 [*****] [*****] [*****] [*****] [*****]
C-18
ANNEX IV
GOVERNANCE
This Annex is an integral part of the Contact Center Services Agreement signed
by the Parties stipulated below on April 1, 2004.
PARTIES: Orbitall Servicos e Processamento de Informacoes Comerciais Ltda.
("ORBITALL")
Inovacao Contact Center Servicos de Contatos Telefonicos Ltda.
("INOVACAO").
1.1 Concept
Governance is a set of structured processes defined to perform a wide variety of
functions that allow joint management of the Contact Center operations. In the
model, the PARTIES have separate responsibilities and autonomy for performing
their services, in compliance with the principles and policies agreed in this
structure.
The persons appointed to work with the Governance procedures are part
of the formally employed staff of ORBITALL and the PARTNER, assigned to the
premises of their contracting Parties. All matters involved in the Governance
procedures should be discussed and assessed at Committee Meetings/Forums. These
meetings firm up the procedures that are understand to constitute Governance.
The Governance model implies a redefinition of the set of proceedings related to
the Contact Center operations, all of which are clustered within ORBITALL.
The Governance activities are assigned to this Group because it requires
coordinated efforts, or at least oversight by both PARTIES. This does not imply
that some of them may not have their primary responsibilities assigned to one of
the PARTIES. This allocation of responsibilities should exist in order to make
the best possible use of the expertise and material resources of both Companies.
The following diagrams help illustrate the role of the Governance structure,
presenting the relocation of the main procedures related to the Contact Center
operations, and also show the conceptual division of responsibilities for
Orbitall Clients, ORBITALL and the PARTNER.
D-1
ANNEX IV
GOVERNANCE
[CITIBANK CREDIT CARD PROFORMA]
Figure 1 - Governance Structure - Illustrative Example
The green section on the left hand side of the diagram represents the Orbitall
Clients. They are responsible for becoming familiar with their own customers
(consumers) and defining the business strategy used to service them, meaning the
consumer integration strategy.
The white section in the upper-right corner represents ORBITALL, which has
specific responsibilities related to its role as a technological integration
agent and provider of the processing applications, in addition to the front-end
attendance services.
The red section headed Service Management represents all Governance within the
concept of integrated services management. The sections headed Modeling and
Planning represent the portion of Orbitall responsible for conducting and
rendering the client attendance services.
The red section headed Execution represents the PARTNER, which is responsible
for managing the attendance operations (as set out in detail in the blue section
to the right of the diagram, except for Internet and Outbound).
Chatroom Attendance Services fall within the medium-term possibilities for
Orbitall Clients, although they will be covered by subsequent discussions.
D-2
ANNEX IV
GOVERNANCE
The permanent Governance structure, consisting of representatives of ORBITALL
and the PARTNER, is divided into three basic procedure groups:
- Service Management Coordination
- Service Planning and Modeling
- Service Execution
[FLOW CHART]
Figure 2 - Governance Structure - Illustrative Example
1.2 SERVICE MANAGEMENT
Service Management includes the function of Orbitall Client relations,
translating their business requirements into an Attendance model, while also
handling the direction, coordination and oversight of the work and the results
achieved by all those involved in rendering Services to Orbitall Clients:
Service Planning, Modeling and Execution Teams (PARTNER), as well as in-house
and outside suppliers.
The Service Management will consist of ORBITALL employees organized by Orbitall
Clients, divided into specific relationship groups.
This Team will be the only point of contact with the Orbitall Clients, with the
following duties and responsibilities:
D-3
ANNEX IV
GOVERNANCE
- - Responsibility for full-service relationships with Orbitall Clients and
coordination of all requirements related to the Attendance Service;
- - In-depth knowledge of Orbitall Clients and the operations: specific
characteristics of the Attendance Service; specific characteristics of the
business; track-record of problems; tools used; operating procedures; main
performance indicators; quality reports (ISO monitoring); problem resolution
status; alterations in the Attendance procedures; business rules; and operating
model;
- - Centralization of contacts ensure all-round Attendance for the Services
(requirements, complaints, definitions/modification of SLAs and OLAs,
forecasting, information analysis, target compliance, and others);
- - The ongoing maintenance of information with the Orbitall Clients related to
rendering the Services (potential risks, current problems, general operating
status, administration of unplanned events, and others).
1.3 SERVICE MODELING AND PLANNING
The Service Management will meet the requirements of Orbitall Clients through
a specific set of activities organized into Service Modeling, Planning and
Execution.
For example, Service Modeling and Planning define whether a specific Service
rendered to an Orbitall Client will be supplied in a single area or not, with
what level of Attendant, what Attendant/Supervisor ratio, whether the
Attendants will be single skill or will also handle other Capital Services,
what will the Call Routing strategy be, etc.
Having defined the Attendance model and analyzed the Orbitall Client
business, Service Modeling and Planning will undertake activities such as
drawing up the forecast call volumes (monthly, daily and hourly) and
simulating the impact of these demands on the operations. The impact
simulation tariff will be calculated through the Genesys tool, owned by
ORBITALL. The Service Modeling and Planning team should be fully familiar
with the characteristics of the Attendance procedures and the Genesys tool
(on-screen voice and data synchronism - CTI, Interaction Router, Call Routing
Rules, Strategic Builder and Workforce Management).
The Service Modeling and Planning structure consists of employees,
subcontracted or outsourced workers, or the agents and representatives of
ORBITALL, structured into six macro-processes.
D-4
1. Process Management
Identify and implement all types of improvements to the Service in a reactive
and/or proactive manner, such as:
Implement front-end modifications (Attendance application used during the
operations);
Introduce alterations to the Audible Response Unit (ARU);
Introduce modifications to the Attendance model;
Draw up the Orbitall Clients requirements specification (analysis of impact
and associated risks).
2. Business Rules
- Model new Attendance Services:
Manage the Call Routing tool (CTI - Computer Telephone Integration);
- - Define and update the Routing rules for the Call Routing tool;
- - Carry out Routing simulations;
- - Establish parameters for the Attendance rules of the Audible Response Unit
(ARU), as well as Assisted Attendance (human).
3. Planning
- - Understand the business demands presented by the Orbitall Clients;
- Estimate the call volumes based on the business demands of Orbitall
Clients;
- - Detail volumes in daily Attendance curves for operations, based on call track
records, seasonal factors, operator specialties, etc.
4. Performance
- - Control all activities performed to render the Services (by the PARTNER, by
ORBITALL and by suppliers) through pre-defined performance indicators;
- - Consolidate and prepare full reports on the Services rendered to the Orbitall
Clients, which constitute the Management Information System.
D-5
5. Finances
Pricing the Services, understanding the different ORBITALL margins and
costs (based on the complexity of the business and the number of people
requested by the Orbitall Clients), and the PARTNER prices (volume and
quality defined in the OLAs).
Analysis of the applicability of the conditions of the requests of
Orbitall Clients, compared to the scope of Services Agreements between
ORBITALL and such Orbitall Clients (SLAs and OLAs).
Profitability by Orbitall Client / Type of Service.
6. Communications
Define the communications strategies and the specific training sessions, such
as:
- - Formatting of the communications according to the standards by type of
communication;
- Preparation of the scripts;
- - Organize and provide technical training for the instructors (when
necessary).
1.4 SERVICE EXECUTION
Service execution matches the operating policies as such to the Service Modeling
and Planning, ensuring that the operations Attendance capacity is properly sized
to the planning drawn up by the Service Modeling and Planning. This is where
training requirements are discussed, for instance, as well as potential
monitoring scenarios, communications, recruitment, incentive programs and
remuneration for attendants and supervisors, among other matters.
This team should consist of employees, subcontractors, outsourced workers,
agents or representatives of the PARTNER. Its main characteristic is an in-depth
knowledge of the Attendance procedures and operations management.
The Service Execution will be in charge of performing and coordinating all the
tasks related to the Contact Center Operations Management, such as:
1. Operations Management
Coordinate all the tasks related to the Attendance operations, keeping the
all-round performance of the Services in compliance with the OLAs;
Identify opportunities for upgrading procedures and operations.
D-6
2. Traffic
Generate scale through forecasting drawn up by the ORBITALL planning;
Assign and un-assign resources to the operations;
Oversee the match between the allocated and planned resources during the
daily operations (check compliance with scale);
Identify the need to recruit and train operators and supervisors.
3. Personnel Management
Carry out the recruitment and training processes for all those involved
directly in the operations;
Draw up incentive and remuneration programs for the teams involved
directly in the operations;
Implement monitoring and assessment procedures for the teams involved
directly in the operations.
4. Reports
Generate specific performance reports on the Services rendered (examples:
operator life cycle, use of operating capacity, assessment of training x
Attendance monitoring, among others).
5. Technological Infrastructure Capacity Management (Capacity)
Identify needs for change in the installed infrastructure capacities
(increase, reduction or upgrading the infrastructure); Implement
contingency actions in case of operating faults.
6. Documentation
Key in the content of the scripts
Implement the scripts for use by the operating attendants;
Draft the behavioral training and refresher training contents.
1.5 COMMITTEES
The committees will be operating groups consisting of employees, outsourced
workers, subcontractors, agents or representatives of ORBITALL and the PARTNER,
focused on planning, sizing, training, communications, technology and other
aspects of the Services, which will meet on an irregular basis as frequently as
required, whose main purpose will be to align the PARTIES for rendering the
Services to the Orbitall Clients.
D-7
The committees may be strategic or operating, and some of them may include
Orbitall Clients. The activities performed by the committees will be part of the
service of rendering the end-services to the Orbitall Clients.
For instance, the committees will be responsible for analyzing the estimated
forecasts and the resultant sizing of the number of Attendants and Attendance
Positions, analyzing the performance indicators, achieved or not, in compliance
with the OLAs, defining the plans for any New Project impacting the Contact
Center operations, the prices of new Services not included in the Price Matrixes
in Annex III - Prices, defining the annual price restatement index, and other
activities.
The committees will be set up and structured on the basis of the following
characteristics:
- Type (operational / strategic)
- Criticality Status (impact on operations)
- Objective
- Members
- Facilitator
- Responsibilities
- Frequency
- End-Product of the committee
- Decisions documentation
During the detailing period for the Governance Model procedures, the committees
will be defined, structured and set up by mixed teams from ORBITALL and the
PARTNER.
The decisions taken by the various committees will be firmed up through
Operating Agreements (OLAs) and will be binding on the PARTIES.
D-8
ANNEX V
OPERATING AGREEMENTS - INFRASTRUCTURE SERVICES
This Annex is an integral part of the Contact Center Services Agreement
signed by the Parties mentioned below on April 1, 2004.
PARTIES: Orbitall Servicos andProcessamento de Informacoes Comerciais Ltda.
("ORBITALL")
Inovacao Contact Center Servicos de Contatos Telefonicos Ltda.
("INOVACAO").
E-1
In Charge (See
Type of Responsibility
Technology Type of Service Description Measurements Matrix)
- ------------------- --------------- ------------------------------------------------------ ------------------ ---------------
LAN / Network Connection This service includes the maintenance, administration 100% available Operate and
between and support for all levels of HW and SW for all the manage
Orbitall connection portal equipment, the firewall and safety transferred
x Partner precautions, in order to ensure communications network
between the companies If the encryption facility is equipment
enabled internally and the Routers, the Partner should
use Routers for remote collection that are
mandatorily fabricated by Cisco, with the 3des feature
enabled.
The connection should always be available.
The dynamic routing table may not be changed between the
Partner Routers and the Orbitall environment Routers.
Traffic between the Partner sites should not use the
Orbitall network infrastructure.
Network The networks related to the Contact Center such 100% compliant Manage
Separation as ICR, IVR, Citiphone, Attendants Network configurations,
and Corporate should be fully segmented, with problems and
each network being endowed with its own changes
network devices. This means that they may not
share traffic among themselves and should be
illegible from any other networks not connected
directly to the business.
Information The data on all connections between the Partner 100% compliant Manage
Security and Orbitall sites should be protected through configurations,
3des software encryption and separated from problems and
other clients. These data should be used only changes
for the purposes of the Contact Center services,
with the information limited to the Orbitall x
Partner Universe. The traffic between the
Partner sites illegible encrypted. Any external
connection carried out in the
Partner's site must go through a firewall.
Management The Partner should have a tool able to obtain On-line - 24x7 Manage
information online and provide information configurations,
online remotely or through reports on: the problems and
average use of the CPU and the memory of the changes
Routers and the switch router; the average
broadcast ratings and the clash and use of each
segment in the Contact Center environment
network for each attendance hub, management
and checking problems with the network
devices, calling in the help-desk and support
areas.
Interventions Any intervention that results in downtime for 11 business days Manage
the Orbitall Contact Center environment should configurations,
be agreed previously between the Parties. problems and
changes
Tracing The Partner should have an in-house process 100% compliant Manage
Mechanism able to trace accesses and actions carried out by configurations,
users on all the Routers and the Switch Routers problems and
constituting this Contract Center environment. changes
We recommend using the Accounting,
Authorization and Authentication (AAA)
system for accessing the Routers and the Switch
Routes, For external connections to any remote
site involving the Contact Center environment,
this connection should be protected by a
Firewall.
Version Updates Keep the equipment and all the applications Half-yearly review Plan network
and Upgrades updated in order to ensure operationalization in 100% expansion and
Correcting compliance with the business rules in effect at operation.
Vulnerability the time, in addition to ensuring full system Update security
Loopholes integrity and security. Update the security patches in the
patches in the Partner technological Partner
environment. technological
environment.
E-2
In Charge (See
Type of Responsibility
Technology Type of Service Description Measurements Matrix)
- ------------------- --------------- ------------------------------------------------------ ------------------ ---------------
LAN / Network New Connections New Connections requested by the Partner should be 100% compliant Manage
forwarded to Orbital in a document with the connection configurations,
intentions with prior notice of at least 11 (eleven) problems and
business days. changes
E-3
Type of In Charge (See
Technology Type of Service Description Measurements Responsibility Matrix)
- ---------- ------------------------ ------------------------------------------ ---------------------------- ------------------------
IVR System Monitoring Monitor the IVR system, carry out regular Daily monitoring and Monitoring,
IVR tests, record findings and report back on forwarding monthly Maintenance, Help-Desk
occurrence in order to stay ahead in monitoring reports and Support for basic
detecting problems in the environment. hardware and software
Documentation Updates Keep the IVR system documentation updated Forwarding documentation IVR Documentation
(topology, versions, number of ports, IP monthly
address, mainframe terminals, CICS, which
services respond, digital/analog
extension...), including the track-records
of the expansions and rearrangements of
equipment between hubs.
Development of new IVR Introduce alterations to the IVR 0% faults Call Flow Development
phraseologies phraseologies in compliance with business
requirements.
Implementation of new Distribute the new phraseology to all IVR 100% 48 hours after Implementation of Call
phraseologies equipment in the production environment notification Flow
related to the system involved at pre-set
times
Validation of the Validate the implementation of new 0% faults Formal Call Flow
implementation of new phraseologies in the production Acceptance
phraseologies environment.
Correction of IVR Develop the corrective version of the 100% Software maintenance
phraseologies phraseology for problems reported and Support
officially through the Help-Desk, after (Phraseology and
confirming the diagnosis of the need to Accesses)
alter the phraseology for subsequent
implementation in the production
environment.
Implementation of Undertake the distribution to all the IVR 100% 4 hours after Call Flow
corrective phraseologies equipment in the production environment notification Implementation
related to the system involved, at any
time.
Validation of the Validate the implementation of corrective 0% faults Formalization of Call
implementation of phraseologies in the production Flow
corrective phraseologies environment.
Resolving IVR problems Correct faults in the production and 100% correction in up to 4 Monitoring,
laboratory environments related to the hours after notification Maintenance, Help-Desk
hardware, operating system, basic software and Support for basic
(IVR and MS) SQL Server for the Electronic hardware and software
Attendance System Set (IVR, statistical
service, IVR managers, CTI services and
others).
Downtime Report Forward downtime report on the IVR system 100% after correction in up Monitoring,
listing the impacts and diagnoses as well to 8 hours after Maintenance, Help-Desk
as the corrective and preventive actions. notification and Support for basic
hardware and software
IVR Laboratory Keep the IVR equipment available in the 99% 24x7 Telecom/Voice laboratory
laboratory at Orbitall. The IVR laboratory Except for maintenance when Equipment availability
should reflect a production environment. scheduled and agreed by the
Parties
E-4
Availability of IVR Provide daily reports on volumes and 100% available in D+1 Availability of IVR
Reports performance for IVR systems, organized by reports on volumes and
day, time, product and hub. performance
a) Volumes: total volume of calls through
the IVR, specifying On Hold x Hang-Ups x
Forwarded
b) Performance: average Attendance Time
Report, On Hold %, Occupancy % by IVR and
Loss of Ticket
Note: See Reports Book.
Version upgrades and Keep the equipment and all the Half-yearly review Expansion and
updates applications updated in order to ensure implementation of ports
operationalization and compliance with the
business rules in effect at the time, in
addition to ensuring full system security
and integrity.
Fixing Loopholes Update the security patches in the Partner 100% Updating security
technology environment. patches in the Partner
technology environment.
Forecast Forecast of call volumes and AAT for the Monthly with 90 days advance IVR Forecast
IVR systems covering the existing and new notice
products. The information will be arranged
by the IVR systems in operation.
E-5
Type of In Charge (See
Technology Type of Service Description Measurements Responsibility Matrix)
- ---------- ------------------------ ----------------------------------------------- ------------------------- ----------------------
Capacity Planning Undertake the sizing, possible future 90 days after receipt of Port implementation
expansions of the ports and adaptations of the Forecast and expansion
the IVR and other components (statistical
servers, IVR managers, CTI servers and
the other) including all hardware and
software to handle the call demands.
Technological Constraint
For the ATC system, GMK or Intervoice
technologies may be used, which should be
fully integrated with the Genesys CTI
platform, customized for Orbitall.
For Sodexho, Citiphone andCorporate
(SAT/Panel) the IVR must be GMK integrated
to the CTI Symposium Link Nortel.
Possible future opportunities for altering
the technology should be discussed
subsequently under Governance.
Creation of New Responsibility for the establishing new 96 terminals in up Establishing
Mainframe Terminals mainframe terminals (production and to 5 business days mainframe terminals
laboratory CICS) given the IP address. for new ports.
Update the IVR Update the Electronic Attendance System Half-yearly review Availability of
(IVR, statistic servers, IVR managers, CTI production
servers and others), ensuring ongoing environment
maintenance by the technology manufacturer
for the hardware and software, in addition
to ensuring full system security and
integrity, handling the forecast call
volumes properly. The updates should be
implemented with approval from Orbital.
IVR
Availability of IVR Maintaining the availability of the IVR 24x7 99% for each Availability of
equipment equipment, meeting business demands. IVR system. Production
Environment
Software
Physical Access Responsibility for user, password and Maintenance and
Administration profile control for accessing the IVR Support
management platform in the production and (Phraseology and
laboratory environment. Access)
Remote IVR Access Provide the resources needed to allow remote Provide access 1 Availability of
access for remote correction and diagnosis hour after Production Environment
of problems with IVR and components notification from
(statistical servers, IVR managers, CTI Orbitall to the
servers and others). Partner
Allow 2 simultaneous
accesses for each
IVR technology
Remote Access to the IVR Provide the resources allowing Orbitall to Provide 24 x 7 Availability of
Statistical Servers access the IVR report systems remotely. access for 8 Production
simultaneous Environment
Orbitall users
Validation and Validate Projects implementation. 30 min - 2 hours Test and Ratification
Implementation Depending on project size
(from 4:00 onwards)
E-6
Front - CW Should any evidence be noted of errors in Daily at 4:00, Test and
Correction of Errors the production processes, BIPs should be Complying with Ratification
applied, currently involving Orbitall and schedule halts in
PCP (Infra) systems. compliance with the
Infra Calendar
E-7
Type of In Charge
Technology Type of Service Description Measurements (See Responsibility Matrix)
- ---------- ---------------- -------------------------------------------------- ------------------------- ---------------------------
Front-End Mainframe Access User creation, recovery and deletion on the Password recovery: 4 Mainframe/Attendance
(All) Profile Orbitall mainframe, profile maintenance and access hours. Other processes 8 Applications (CW /
transaction. hours for up to 5 users. Siebel)
6 - 10 users: 16 hours.
Eleven users or more -
to be agreed.
Version Upgrades Keep all equipment and applications updated in Half-yearly review Plan network
and updates order to ensure operationalization in compliance expansion and
Fixing Loopholes with the business rules in effect at the time, in 100% operation. Update
addition to ensuring full system security and security patches in
integrity. the Partner
technological
Update the security patches in the Partner environment
technology environment.
E-8
Type of In Charge
Technology Type of Service Description Measurements (See Responsibility Matrix)
- ----------- -------------------------- --------------------------------------- ------------------------- ---------------------------
CTI Genesys CME - Configuration Tool used to configure and register the - --
Management Environment variables used in the call routing
environment.
Registering new agents Configuring new agents in the CME tool, Ensure CTI - Agents
assigning a DAC password, skills and registration of configuration (skill
attendance hub, clustering agent groups 100% of the agents alteration and
by Administration, Supervisor and Hub. for CTI Genesys use operator
registration)
Agents Password Configure passwords for user access to Keep 100% of the CTI - Agents
Maintenance Softphone password records configuration (skill
updated for use alteration and
with CTI Genesys operator
registration)
Operator Attendance Skill Alter agent profiles with the skills Maintain 100% of CTI - Agents
already found in the CME the skill records configuration (skill
updated in alteration and
compliance with operator
the agent registration)
attendance skill
Agent Groups Maintenance Alter the agent in the agent groups. Should be handled CTI - Agents
CTI Genesys Cluster the agents by Supervisors, on Sundays at any configuration (skill
Managers and Hub time, or from alteration and
Monday through operator
Saturday between registration)
7:00 p.m. and 8:00
a.m.
Creating user access Provide User and Password for CME 24-hours after CTI - Other
profiles access request configurations in the
Genesys environment
Create Line-Ups and Logic Record virtual Line-Ups in the CTI 24 hours after DAC CTI - Other
Line-Up Groups Genesys environment environment configurations in
configuration the Genesys
environment
Registration of Physical Register ACD, Line-Ups, CDNs in the CTI 24 hours after DAC CTI - Other
Line-Ups Genesys environment environment configurations in
configuration the Genesys
environment
E-9
Attendance Position Register and exclude the Attendance This activity will CTI - Other
Registration / Maintenance Positions created in the ACD for be carried out configurations in
routing calls to CTI Genesys during business the Genesys
hours with the environment
following performance
time: Up to 10 APs: 2
Hours; 11 - 20 APs: 4
Hours; 21 - 100 APs: 24
hours
More than 100 APs to
be scheduled
E-10
In Charge
Type of (See Responsibility
Technology Type of Service Description Measurements Matrix)
- ---------- --------------- ----------- ------------ -------
This activity will be performed CTI (Other Genesys
ARU Ports Register and exclude the ARU during business hours with the environment
Registration/ ports created in the ACD for call following performance times: up configurations
Maintenance routing through CTI Genesys to 10 ports: 2 hours; 11 - 20
ports: 4 hours, 21 - 100 ports:
24 hours, more than 100 ports:
to be scheduled
Providing new CME Provide Contax with new versions Ensure 100% new version CTI - Modification
application versions of the CME application after compatible with the CTI Genesys
ratification in the CTI Genesys Orbitall environment
Orbitall environment
Installation of CME Install the CME client on the 24 hours after new version is Desktop information
client application user workstations. provided by Orbitall for technology -
updating 100% of the existing distribution of
clients in the operation applications
Provide CME Provide the number of Every 5th business day of the Desktop information
installation inventory workstations with the CME month or after 24 hours when technology - HW and SW
for workstation application installed updating the version inventory
CTI genesys CC Pulse - Call Center Tool used for on-line operation - -
Pulse monitoring (services performance,
agents and ARU ports)
Threshold alteration Configuration of the alarms in Keep the alarms updated on 100% CTI - Local production
(alarms) in the user the CCPulse inspections of the of the CCPulse inspections environment availability
work spaces workstation
Providing new CCPulse Provide new versions of the Ensure 100% of the new versions CTI - Genesys
application versions application to Contax after are compatible with the CTI configurations
ratification in the CTI Genesys Genesys Orbitall environment modification
Orbitall environment
Installation of CCPulse Install the CCPulse client 24 hours after new version is Desktop information
Client application application on the user provided by Orbitall for technology -
workstation updating 100% of the existing distribution of
clients in the operation applications
Provide CCPulse Provide the number of Every 5th business day of the Desktop information
installation inventory workstations with the CCPulse month or after 24-hours when technology HW and SW
by workstation application installed updating the version Inventory
E-11
Creation, alteration Create new real time monitoring 5 business days after request CTI - Other Genesys
and availability of routines environment
templates (reports) configurations
E-12
Type of In Charge (See
Technolopgy Type of Service Description Measurements Responsibility Matrix)
- ----------- --------------- ----------- ------------ ----------------------
CTI Genesys Distribution of new Provide templates file at work 24 hours after supply by Desktop information
templates (reports) stations using CCPulse for new Orbitall technology - distribution
customized reports of applications
Provide information Provide CCPulse information for 24 hours after customization CTI -Other configurations
for Orbitall Clients Orbitall Clients de novas screens in the Genesys environment
Strategy Builder and Tools used to configure call and - -
Router Enterprise routing strategies.
Creating New Routing Create new routing strategies 10 business days after CTI -Definition of Routing
Strategies through the SB specification Strategies
Alteration to existing Alter the existing Routing flow 5 business days CTI - Definition of
Routing Strategies Routing Strategies
Alteration to Routing Alter Routing Parameters as 2 hours after request / CTI -Definition of Routing
Parameters defined in the strategy business hours Strategies
VTO - Voice Treatment Tools used to provide announcements - -
Option for line-ups of calls
Supply announcement in Record files in VOX format with the Supply VOX files with new CTI - Other configurations
VOX format digital file announcement to be made available to announcements 10 business in the Genesys environment
the line-ups of calls days in advance for
allocation
Availability of new Alter routing strategy and configure 10 business days after CTI -Other configurations
announcements VTO request in the Genesys environment
WFM - Work Force Tools used to generate the Attendance -
Management and Non Roster and oversee Agent compliance.
Compliance
Configuring Attendance Define the Attendance Teams through Keep 100% of the Attendance CTI - Agents configuration
Teams the WFM based on the Attendance Teams updated (alteration of operator
service characteristics skills and registration)
Assigning Agents to Assign new Agents to the existing Ensure 100% of the agents CTI - Agents configuration
the Attendance Teams Attendance Teams assigned to the Attendance (alteration of operator
Teams skills and registration)
Configuration of Configure the Attendance policies for Ensure 100% of the Service CTI - Agents configuration
Categories, Attendance services, working hours, days off, Policies are updated (alteration of operator
Times, Policies hours bank. skills and registration)
E-13
Generation of the Generate the Agent Work Roster Generate and disseminate the CTI - Agents configuration
Attendance Roster through the WFM Attendance Rosters for 100% (alteration of operator
of the services routed skills and registration)
through CTI Genesys
Overseeing compliance Oversee compliance with the Agents Keep the justifications for CTI - Agents configuration
Attendance Roster, including exceptions 100% updated in (alteration of operator
justifications for Agent order to oversee compliance skills and registration)
non-availability through the
Non-Compliance tool
In Charge
(See
Type of Responsibility
Technology Type of Service Description Measurements Matrix)
- ---------- ------------------------ ------------------------------------ ------------------------------------ -------------------
Creation and Publication Supply the template for generating Provided 90 days in advance Planning - Forecast
of Forecast the roster based on the forecast Generate and Alter
Forecast
Services configuration Configure the attendance services 48 hours after request from the CTI - Other Genesys
through in the WFM, including TSF Partner environment
statistics, attendance hub, screens, configurations
etc
Synchronizing he WFM Synchronize the alterations to the Twice a day, at 09:00 a.m. and CTI - Other Genesys
base with the CME base CME with the WFM database 5:30 p.m. environment
configurations
Providing new WFM Provide new versions of the Guarantee 100% of new versions CTI- Modification
application and application to Contax after are compatible with the Orbitall of Genesys
non-compliant version ratification in the Orbitall Genesys Genesys CTI environment configurations
CTI environment
Install the WFM Client Install the CCPulse client on the 24 hours after new version provided Desktop information
and Non-Compliance user workstations by Orbitall for updating 100% of the technology -
Application existing clients in the operation distribution of
application
Install the WFM Client Install the CCPulse client on the Every 5th business day of the Desktop information
and Non-Compliance user workstations month or after 24 hours, technology - HW and
Application when version is updated SW inventory
Sizing Orbitall will be in charge of sizing - -
the CTI Genesys environment. The
sizing will be handled on the basis
of the call demand forecast
assumptions.
Sizing the Genesys CTI Review the local and enterprise CTI Sizing every 6 months CTI - Availability
Environment Genesys Environment of Enterprise
production
Supply Genesys Acquire and provide new Genesys 60 days after request CTI Genesys
application licenses licenses for APs, ARUs and licenses capacity
applications based on the sizing or
expansion of the operation.
Notify the intention of Notify Orbital of the intention to Notify Orbitall to assess and CTI -Availability
replacing or upgrading alter and upgrade the technology approve the intention of altering of Enterprise
the CTI elements in the (software and hardware) in the CTI the Genesys CTI environment production
local environment environment, for approval and future technology environment
ratification.
Ratification of new CTI Test new application versions in the 90 days after specification CTI -Availability
applications Orbitall Genesys CTI environment. of Enterprise
production
environment
E-15
Resize the technological Acquire new servers and update the 60 days after specification CTI -Availability
infrastructure based on application in compliance with the of local
the ICR environment sizing undertaken by Orbitall (local production
sizing Genesys CTI servers, NACD channels, environment
LAN, local Routers, CTI ACD server).
Supply local CTI Provide documentation on the local Every 5th business day of the Planning - develop
environment topology Genesys CTI environment topology, month, or after 24 hours when mainframe planning
providing information on elements in the topology is altered (topology)
the LAN, WAN and Telephony elements
(Symposium, NACD)
Provide data circuits Acquire and provide new data 60 days after request Telecom - provide
(WAN) between the circuits based on the operations data circuits
attendance hubs and growth or sizing between the hubs
Orbitall
E-16
In Charge
Type of (See Responsibility
Technology Type of Service Description Measurements Matrix)
- ----------- ------------------------- --------------------------------------- ------------------------ -----------------------
CTI Genesys Servers Responsibility for maintaining and - -
upgrading the local servers for the CTI
Genesys environment (Tserver,
StatServers)
Availabili Guarantee the availability of the local Ensure monthly Partner servers -
CTI servers in compliance with the availability of 98% of admin/management of new
minimum configuration the local CTI Servers and transferred HW/SW
Hardware Maintenance Carry out corrective maintenance on the Repair or replacement of Partner servers -
CTI Genesys environment servers in case server in 8 hours admin/management of new
of crash and transferred HW/SW
Supply Server Performance Provide information on local CTI Daily (D+1) Partner servers -
Report Genesys memory use and server admin/management of new
processors and transferred HW/SW
E-17
Minimum configuration of
Local CTI Servers
MAIN T-SERVER
Processor: 2
XEON 700 processors
Mhz with 1Gb Cache
Memory: 2Gb VOICE TREATMENT OPTION
Disk: 3 18.2Gb disks
Ethernet Board: Processor: Pentium IlI 600Mhz
101/100Mbps BACK UP T-SERVER Memory: 256 Mb
Operating System: Disk: 10.2 Gb
W2000 Server V.5410.2195 Processor: 2 XEON 700 Disk Drive: 1.44 Mb
SP3 processors Mhz with 1Gb Cache CD Rom: 56x
Memory: 2Gb Ethernet Board:
Local Applications: Disk: 3 18.2Gb disks 10/100Mbps Operating System:
T-Server V.6.5 - Ethernet Board: 101/100Mbps Windows NT Server SP6 Partner
Application Operating System: W2000 Server Local applications:
handling the Symposium V.5410.2195 SP3 Voice Treatment Server V.6.5 -
Link connection Nortel Parceiro Digital Announcer
Stat Server V.6.5 - Remote Management Tool
Application handling the Local Applications: Anti-virus
local T-Server V.6.5 - Application
statistical data handling the Symposium Link
collection connection
Local Router V.6.5 - Nortel
Handles call routing to Stat Server V.6.5 -
ARU Application handling the local
Local Router V.6.5 - statistical data collection
Handles call routing to Local Router V.6.5 - Handles
ARU call routing to ARU ProdaSync
Remote management tool V.1.0 - Updates the CCPulse
Anti-virus Service Statistics
DNMonitor V.10 - Monitors the
ARU ports Remote management
tool
Anti-virus
E-18
In Charge
Type of (See Responsibility
Technology Type of Service Description Measurements Matrix)
- ---------- -------------------------- ------------------------------------ ------------------------------------- -------------------
Standard Configuration for One PIII 500 MHz or Celeron 800 MHZ, Acquisition of new
Siebel Station Workstation hardware, operating 20 MG HD, Windows NT4.0 - 96 MB RAM, equipment
system, memory, fixes level, browser Windows 2000 - 192 MB RAM,
Windows XP - 256 MB RAM,
Windows NT 4.0 - Service Pack 6a,
Windows 2000 - SP 3 or higher.
Windows XP -SP 1 or higher + hot fix
Q329623, Internet Explorer 6.0 SP1
+ MS JVM 3805 or higher
Version upgrading and Keep the equipment and all the Half-yearly review Acquisition of
updating applications updated in order to equipment
ensure operationalization in
compliance with the business rules
in effect at the time, in addition
to ensuring full system security
and integrity.
Fixing Loopholes Updating security patches in the 100% Updating security
Partner technology environment. patches in the
Partner
Siebel Standard Configuration for Server for authentication, network Novell eDirectory and Microsoft LDPA Server
the Siebel Environment protocol, authentication service Active Directory Win 12000
TCP- IP Protocol
Provide server with redundancy and
fault tolerance that can handle all
the Attendants positions operators
who will access the Siebel system
E-19
In Charge
Type of (See Responsibility
Technology Type of Service Description Measurements Matrix)
- ---------- -------------------------- ------------------------------------ ------------------------------------- -------------------
CW Standard Configuration of Minimum software and hardware Minimum hardware configuration: Availability of
CW Station configuration for Call Center desktop computer with Pentium 233 MHz production
Workstation (CW) application processor, 64 Mb RAM memory, 4.3 Gb environment
functions disk, 17" display. The workstations
may not be fitted with movable
recording units (e.g. Floppy disk,
CD-RW, DVD-R, and others). The
workstation should boot up only
through the HardDisk, with the other
options being: Floppy disk, CD-Rom,
2nd, 3rd disks disabled; Set up
access password (BIOS)for the
workstations; BDE; ODBC; Open Client,
Rumba
Version upgrading and Keep the equipment and all the Half-yearly review Availability of
updating applications updated in order to production
ensure operationalization in environment.
compliance with the business rules Updating security
in effect at the time, in addition patches in the
to ensuring full system security and Partner technology
integrity. environment
Fixing loopholes Updating security patches in the 100%
Partner technology environment
Standard Configuration for Communications protocol and TCP IP and NDS Availability of
CW Environment authentication layer production
environment
Siebel Standard Configuration for Data link required 1 10 Mbit link for Availability of
Siebel WAN 913 simultaneous users production
environment
Siebel Profile definition Release the system in compliance Not applicable Availability of
with the attendant profile production
environment
E-20
Siebel Capacity Planning Supply the number of simultaneous Number of call center operations with Availability of
attendants required to handle the 3-month forecast (monthly report) production
computer resources environment
E-21
In Charge
Type of (See Responsibility
Technology Type of Service Description Measurements Matrix)
- ----------- -------------------- ----------------------------------------- ------------------------------------- -------------------
CW / Siebel AMS and BIPS Implementation of new projects (AM) Installation always discussed on Routine Management
Installation Process maintenance and emergency corrections in Wednesday and updated early on (Intel environment)
the production environment (BIP) Sunday, with a 4:00 a.m. deadline.
The BIPS is updated on arrival of the
BIP, as this is an emergency program
(0 % error)
CW Intel Batch Process Registration and management of batch Routine Management
processes on Intel platform (7 processes) (Intel environment)
AMS and BIPS AMS and BIPS implementation process in Installation always discussed on Routine Management
mainframe the mainframe will not be altered, and Wednesday and updated after (Mainframe
Mainframe installation process will still be handled by Orbitall ratification process during the dawn environment)
hours of the next week (Sunday, with
a 4:00 a.m. deadline). The BIPS is
updated on arrival of the BIP, as
this is an emergency program (0 %
error)
Desktop Anti virus updating Updating file (vaccine) to detect viruses Antivirus updated within 2 days after Antivirus updates
Information in the workstations release of the Virus Definition List
Technology by the supplier through automatic
distribution (ZenWorks)
Printer Management Printer management covers the management Installation: 72 hours and help desk Printer Management
(CONTRACT) of the Eldora Contract, installation, (on-site): 4 hours during business
configuration and maintenance (Level II hours
support) for the print drivers and
hardcopy printer
Version upgrading Keep the equipment and all the Half-yearly review Acquisition of new
and updating applications updated in order to ensure HW and SW
operationalization in compliance with the
business rules in effect at the time, in
addition to ensuring full system security
and integrity.
E-22
Fixing loopholes Updating security patches in the Partner 100% Updating security
technology environment patches in the
Partner technology
environment
Technical support Installation and maintenance Applications provided to the Admin/Management of
ensuring hardware workstations within up to 4 hours transferred and new
and software after release by the production desktop computers
administration and server (HW and SW)
management (Technical Support)
Type of In Charge
Technology Type of Service Description Measurements (See Responsibility Matrix)
- --------------- ----------------- ------------------------------------------- --------------- -----------------------------------
Mainframe CICS Online Modifications to the number of simultaneous Not applicable Capacity Planning
Environment workstations as the Infra Team should
assess impacts from the standpoint of
performance
Connectivity Contax should notify any possible future Not applicable Notify alteration to the Orbitall
alterations to the IP address with eleven connection address
days advance notice
Carriers contract Manage the contract with the 100% for Manage problems with the Carriers
management Telecommunications Carriers in charge of contracting in for voice and data circuits
contracting, SLA and supply of data and 60 days after
voice links in the Contax and Orbitall receipt of the
environments forecast
WAN (Voice
and data links)
E-23
Capacity planning Adapt the environment to the Forecast and Oversight = Capacity Planning for the voice
oversee use of the voice and data links monthly reports and data circuits
through updating environment traffic Adaptation =
studies 100% of the
adaptations in
60 days
Monitoring data Monitor the data links, with fault 100% 24 x 7 Monitor link
links management and notification of the
Telecommunications Carriers in the Orbitall
environment
Monitoring voice Monitoring the voice links, in addition to 100% 24 x 7 Monitor voice link
links handling fault management and notifying
the Telecommunications Carrier for the
Orbitall services in the Contax environment
Level 1 Support - Level 1 action for solving technical 100% 24 x 7 Notify Carrier in case of problems
data links problems noted during the Orbitall with the data links (Orbitall)
environment monitoring process environment
Level 1 Support - Level 1 action for solving technical 100% 24 x 7 Notify Carrier in case of problems
data links problems during the Contax environment with the data links (Contax)
monitoring process environment
Level 1 - voice Level 1 action for solving technical 100% 24 x 7 Notify Carrier in case of problems
links problems during the environment monitoring with the voice links
Level 2 - data Level 2 action for solving problems not 100%, 5 x 8 on Manage problems with Carriers for
and voice links resolved at Level 1, including all standby for voice and data circuits
interactions with the Telecommunications weekends and
Carriers holidays
External Provide encryption for data transfer 100% for Specify requirements and contract
encryption by between the Contax / Orbitall sites through contracting in resources for new telecommunication
hardware hardware on the circuits installed in the 60 days after services
Orbitall environment and Contax receipt of the
forecast
Data Contingency Provide contingency link between the 100% Specify requirements and contract
Orbitall IPI site and the Contax SPO site resources for new telecommunication
services
Provide contingency link between the Contax 100% Contax
SPO and Contax SDR sites
Voice Contingency
Notify the Carrier of call overflow at the 100% Specify requirements and contract
Contax site, in case of problems resources for new telecommunication
services
E-24
Type of In Charge
Technology Type of Service Description Measurements (See Responsibility Matrix)
- -------------- ----------------- ------------------------------------------- ------------------ --------------------------------
Guarantee receipt of calls at the Contax 100% Contax
site, with Orbitall services attendance in
case of problems Guarantee the physical
setting for call routing between the hubs
in compliance with the Governance Group
Pre-Defined Strategies
100% Contax
Version upgrading Keep the equipment and all the applications Half-yearly review Supply voice and data circuits
and updating updated in order to ensure between the attendance hubs
operationalization in compliance
with the business rules in effect at the
time, in addition to ensuring full system
security and integrity.
Fixing loopholes Updating security patches in the Partner 100% Updating security patches in the
technology environment Partner technology environment
E-25
Type of In Charge (See
Technology Type of Service Description Measurements Responsibility Matrix))
- ------------------------------------------------------------------------------------------------------------------------------------
Operating availability Ensure availability of the ACD 99% availability of the ACD Operating availability of
of ACD and applications equipment and applications, except at the hubs, daily, 24 hours the ACD and applications
CTI, in compliance with the business a day
requirements of each client
Operating availability Ensure the availability of the 98% availability of the ACD Operating availability of
of CTI - ACD CTI - ACD at the hubs, daily, 24 hours the ACD and applications
a day
Operating availability Ensure the availability of 99% availability of the ACD Operating availability of
of the trunk-line connections to the trunk-lines for at the hubs, daily, 24 hours the ACD and applications
connections by the Orbitall services attendance a day
attendance service routes
Availability of Ensure the availability of the 99% availability, daily, Availability of
electricity and air electrical and air conditioning 24 hours a day electricity/
conditioning infrastructure for the ACD equipment air-conditioning systems
and applications
Monitoring the ACD Monitor the ACD equipment, the 100% 24 x 7 Manage configurations,
environment, applications and CTI in terms problems and changes
applications and CTI of problems, configurations and
changes
Forecast Forecast call volumes and total Monthly reports with 90 days Volumes forecast for
attendance time for the incoming advance notice trunk line estimates
call trunk lines for existing and
new products
Capacity planning Adapt the environment to the 100% adaptation in 90 days ACD capacity planning
forecast and oversee use of the
ACD ports (trunk lines, attendance
positions, music and on-hold
announcements, analog and digital
extensions) and processing by the
CPU and its services, through
operating environment traffic
studies
On-hold announcements/ Provide messages and copyright for 100% new advertisements: 15 Implement operation
night service the on-hold announcements and/or days and alterations: 3 days expansions or install
nigh service as requested and new services
subsequently validated by Orbitall
On-hold music Implement the on-hold music in the 100% new advertisements: 15 Implement operation
Contax environment, after receipt days and alterations: 3 days expansions or install new
of the messages and copyright services
forwarded by Orbitall
Version upgrades and Keep the equipment and all Half-yearly review Operating availability of
updates applications updated in order to the ACD and applications
ensure operationalization in
compliance with the business rules
in effect at the time, in addition
to ensuring full system security and
integrity
Fixing loopholes Updating security patches in the 100% Updating security patches
Partner technology environment in the Partner technology
environment
Performance reports Provide management reports on trunk Supply of daily report (D+1) Manage configurations,
line occupancy, routes and CTI link problems and change
Downtime reports Provide downtime reports for the ACD In case of problems, Manage configurations,
environment and its applications, 100% in D+1 problems and change
with causes, diagnoses and
corrections
E-26
Type of In Charge (See
Technology Type of Service Description Measurements Responsibility Matrix))
- ------------------------------------------------------------------------------------------------------------------------------------
Creation / alteration Create new configurations or alter 100% in one business day Implement operation
of new services services in the ACD according to the expansions or new services
(line-ups, routes, Orbitall call forwarding definitions
attendance positions,
music and line-ups)
Access to online Provide remote access to the ACD 100% availability in 15 days Operating availability of
management tool equipment for online monitoring and for new access request and the ACD and applications
historical line up performance data 99% month access
availability
Supply of attendance Supply of 5 remote attendance 100% availability in 15 days Operating availability of
positions (APs) positions at the operations ACD for for new access request and the ACD and applications
monitoring the production 99% month access
environment availability
E-27
Type of in charge (See
Technology Type of Service Description Measurements Responsibility Matrix)
- ---------- --------------- ----------- ------------ ----------------------
Recovery and Provide taps of recordings requested by Orbitall based on 100% within up Availability
tapping calls the supply of search information for the recording to 20 minutes of recording
after request environment
Digital Supply of Ensure the availability of the recording equipment Availability of Availability
recorders equipment equipment = of recording
99% of daily environment
availability
except for
agreed scheduled
maintenance
with guaranteed
95% recording
of calls
On line / Off Ensure storage of the information on media 6 months Online storage
line Storage time
Customer Ensure that recordings are separated by client, not 100% compliant Implementation
separation allowing a client to access the calls of other clients and expansion
of recording
system
Capacity planning Adapt the environment to the forecast and oversee the use 100% adaptation Availability
of ports and CPU processing and its services through in 90 days of recording
operating environment traffic studies environment
Supply of remote Provide up to 3 simultaneous remote accesses through 15 days for new Availability
access for controlled media for Orbitall clients access request of recording
tapping calls and 99% monthly| environment
availability
Version upgrades Keep the equipment and all applications updated in order to Half-yearly
and updates ensure operationalization in compliance with the business review
rules in effect at the time, in addition to ensuring full
system security and integrity
Fixing loopholes Updating security patches in the Partner technology 100% Implementation
environment and expansion of
recording system
Updating safety
patches in the
Partner technology
environment
Contingency Provide contingency storage for recording media for 100% Maintenance
storage of media disaster recovery situations. and support
with recordings
E-28
Type of in charge (See
Technology Type of Service Description Measurements Responsibility Matrix)
- ---------- --------------- ----------- ------------ -------------------------
Availability of Ensure local tariff charging media (tickets collector) 99% / month Availability of local
local tariff tariff- charging system
charging system
Corporate Tariff charging Disclose monthly tariff charging reports for the 100% / month Management of tariff
Telephony system management extensions, for collection charging system
Local telephony Ensure the availability of local links and tie-lines 99% / month Management of local
system management telephony system
Equipment Ensure the availability of the Telecom laboratory equipment 99%, 24 x 7, Equipment
availability - voice (ACD, IVR and CTI) ensuring the feasibility of except for availability
Telecom production environment trials agreed scheduled
laboratory maintenance
- - voice
Version upgrades Keep the equipment and all applications updated in order to Half-yearly -
and updates ensure operationalization in compliance with the business review
rules in effect at the time, in addition to ensuring full
system security and integrity.
Fixing loopholes
Updating security patches in the Partner technology
environment
100% Equipment
availability
Updating
security
patches
in Partner
technology
environment
Supply of Genesys Ensure the supply of Genesys / Siebel licenses n/a Supply of
/Siebel licenses Genesys /
Siebel licenses
E-29
ANNEX VI
SCORING FAULTS
This is an integral part of the Contact Service Agreement signed by the Parties
mentioned below on April 1, 2004.
PARTIES: Orbitall Servicos e Processamento de Informacoes Comerciais Ltda.
("ORBITALL")
Inovacao Contact Center Services de Contatos Telefonicos Ltda.
("PARTNER").
This Annex establishes the scoring system for Systematic Non-Compliance with the
Agreement as stipulated therein. This system assigns points to various types of
events that constitute non-compliance with the Agreement, assigned to each of
the PARTIES. The points scored by each Party will be added together and when
reaching 100 (one hundred) or more points, the other PARTY will have the right
stipulated in Clause Nine of the Agreement without adversely affecting the other
consequences stipulated therein.
The points assigned to the PARTNER for non-compliance with the Agreement will be
generally subject to the exceptions specifically stipulated in the Agreement,
calculated as a direct function of the penalties owed by the PARTNER under the
Agreement. For each percentage point on the Services Remuneration for a given
month of the Agreement in which the PARTNER is obliged to pay a penalty in the
same month or as compensation for losses and damages caused to ORBITALL under
the Agreement, one point will be assigned. For explanatory purposes, we take the
following example: assuming that the Services Remuneration for the month of May
2004 corresponds to the amount of [*****], for each [*****] the PARTNER is bound
to pay in penalties or compensation to ORBITALL, one point will be assigned to
the PARTNER for this month.
Simultaneously, the points assigned to ORBITALL for non-compliance with the
Agreement will generally be subject to the exceptions specifically stipulated
therein, calculated as a direct function of the loss of the Services
Remuneration suffered by the PARTNER due to faults on the part of ORBITALL in
fulfilling its duties and responsibilities, which are required for the PARTNER
to perform the Services. For each percentage point reduction in this Services
Remuneration proven to have been caused by ORBITALL faults, one point will be
assigned. For explanatory purposes, we consider the following example: assuming
that the Services Remuneration for the month of May 2004 should correspond to
the amount of [*****], if ORBITALL had not committed the faults in question, for
each [*****] loss of Services Remuneration suffered by the PARTNER in the same
month, one point will be assigned.
F-1
ANNEX VI
SCORING FAULTS
The partial points assigned to each of the PARTIES, calculated as stipulated
herein, will be rounded up. For example, if the Services Remuneration for a
given month were to be [*****] and if the penalties owed by the PARTNER to
ORBITALL were to be [*****] for the same month, the application of the formula
stipulated above would result in 1.1 point for the PARTNER. In this case the
amount of 1.1 would be rounded up to 2.
The points scored for a specific event by a PARTY will remain valid for a period
of 180 (one hundred and eighty) days, meaning that 180 (one hundred and eighty)
days after the events related to the points in question, such points will
expire.
The points stipulated here do not exclude provisions on points in the Operating
Agreements and other applicable documents, which points will be taken under
consideration in a similar manner for the purposes of categorizing Systematic
Non-Compliance with the Agreement.
F-2
ANNEX VII
OPERATING AGREEMENTS - SERVICES
This Annex is an integral part of the Contact Services Agreement signed by the
PARTIES mentioned below on April 1, 2004.
PARTIES: Orbitall Servicos e Processamento de Informacoes Comerciais Ltda.
("ORBITALL")
Inovacao Contact Center Servicos de Contatos Telefonicos Ltda.
("PARTNER")
The definitions used in this document have the meaning stipulated in the
Agreement, unless expressly stipulated otherwise.
1 - This Annex regulates the quality of the assisted attendance and
electronic attendance Services to be rendered by the PARTNER to ORBITALL
through the Agreement.
a) All the OPERATING LEVEL COMMITMENTS AND PENALTIES described in the
Quality Book as defined in the Agreement.
b) Each Physical or Logical Line-Up or group of Physical or Logical
Line-Ups has its own relevant Operating Level Commitments and
Penalties that are described in the Quality Book.
1.1 - Assisted Attendance Service
a) Description of the Service
Assisted Attendance is intended to underpin the human
relationship between the End Client and the ORBITALL Client,
including providing information on products, services, bills
and other processes required for the relationship, such as
retention and sales.
Assisted Attendance may be inbound, outbound or blended,
prompted by a telephone call, e-mail or chat room, depending
on the characteristics defined for each specific Physical or
Logical Line-Up.
Assisted Attendance is provided in compliance with the
definitions, policies and procedures notified by ORBITALL to
the PARTNER and as covered in this Operating Agreement.
Assisted Attendance Services are defined by ORBITALL for each
Orbitall Client and/or by Physical or Logical Attendance
Line-Up, with the PARTNER possibly being requested to provide
a separate physical environment for a specific operation.
G-1
Each Physical or Logical Attendance Line-Up has specific
characteristics defined by:
- Average Attendance Time (TMA)
- Average Waiting Time (TME)
- Telephone Service Factors (TSF)
- Operator Wage Level
- Span (Operator x Supervisor Ratio)
- Volume (per call per minute)
- Percentage Hang-up Calls
- Attendance hours (days and times) - e.g.: 24 hours, 7 days a
week Site (single or multiple sites)
b) Service Composition:
- The rendering of the Services by each operation site has
the following requirements:
- Automatic Call Distributor (DAC), connected or
not the ARU as stipulated in Annex V -
Infrastructure and Facilities;
- Telephone Terminals with headset as stipulated
in Annex V - Infrastructure and Facilities;
- Desktop computer with the configuration
appropriate for providing the front end facilities
required for the attendance as stipulated in Annex
V - Infrastructure and Facilities;
- Appropriate furniture and fittings in compliance
with Brazilian Law;
- Preventive and corrective desktop information
technology maintenance as well as for the
telecommunications structure;
- Human resources trained for the Services in question;
- Operation, supervision and management;
- Training the Attendance Teams for the call center
functions;
- Processes and tools guaranteeing the dissemination
of the information related to the operations of
the Attendance Teams, in the performance of their
functions;
- Processes and tools that ensure quality monitoring;
- Physical or Logical Attendance Line-Up Reports.
- Contingencies as described in the Agreement with
regard to the Contingency Plan;
- Procedures and tools for taping calls as requested
by ORBITALL for each Attendance Route.
The Assisted Attendance Service will be rendered by the PARTNER in
compliance with the following indicators for each Physical or Logical
Attendance Line-Up, whose targets are given in the Quality Book.
G-2
1.1.1) OPERATION INDICATOR 1 - TELEPHONE SERVICE FACTOR (TSF)
The Telephone Service Factor is the percentage calls answered within a
specific period of time expressed through a fraction in which the
numerator is the number of calls answered plus the hang-up calls during
the stipulated period of time, and the denominator is the total number of
calls answered plus the hang-up calls.
FOR CALCULATION PURPOSES, THE FOLLOWING FORMULA WILL BE USED:
[(Total number of calls answered + total number of hang-up calls < both up
to the agreed number of seconds >) / (total number of calls answered +
total number of hang-up calls)].
1.1.2) OPERATION INDICATOR 2 - HANG-UP CALLS SERVICE INDICATOR
Allows only a maximum pre-set percentage of the calls received through the
Assisted Attendance Service to be hung-up prior to being answered. The
methodology for calculating each indicator should be stipulated in the
Quality Book.
1.1. 3) OPERATION INDICATOR 3 - MONITORING THE OPERATORS
This indicator is designed to measure the quality of the services rendered
by the operator to the end-client, pursuant to the standards stipulated in
the Quality Book. The indicator will be calculated through a procedure in
which the PARTNER Operators will be monitored and their answered calls
recorded randomly (voice and screen) in order to assign them a score for
the quality of their attendance services.
1.1.4) OPERATION INDICATOR 4 - SATISFACTION POLL
Attain a minimum percentage in the Satisfaction Poll carried out with the
End Client for the Services rendered by the PARTNER.
1.1.5) OPERATION INDICATOR 5 - COMMUNICATIONS
Undertake communications for the Operators in an adequate manner with
regard to the procedures, products and services, within the deadlines
stipulated in the table given in the Quality Book.
1.1.6) OPERATION INDICATOR 6 - AVERAGE WAITING TIME (TME)
The Average Waiting Time for the End Client awaiting assisted attendance
as from the transfer from the electronic attendance services to the
assisted attendance, or transfer through internal line-ups.
The composition of the Average Waiting Time (TME) is taken as being the
average of all the waiting times in seconds, for all calls received.
1.1.7) OPERATION INDICATOR 7 - AVERAGE ATTENDANCE TIME (AVERAGE ATTENDANCE TIME
(TMA)
The Average Attendance Time (TMA) is taken as being the duration of the
call as from the time at which it is answered by the Operator through to
its termination.
G-3
The composition of the Average Attendance Time (TMA) consists of:
(a) The Average Conversation Time (TMC);
(b) The Average Hold Time during a conversation (TMH);
(c) The Average Task Time after the conversation (TMT).
1.1.8) OPERATION INDICATOR 8 - AVAILABILITY OF ATTENDANCE POSITION
The availability of the Attendance Position (PA) to comply with the
following characteristics:
- Operator Level (profile)
- Operator Available
- Date and time of attendance
- Infrastructure - PA
- Functionality
- Be available for attendance at the contracted attendance time and
date with the infrastructure and resources required to operate
online. Infrastructure is taken to mean a desk and chair in good
conditions of use, with electronic equipment available, and a
network point and electricity functioning perfectly. Human resources
are taken to mean the operator, the supervisor and the operations
manager.
The manner in which this indicator is calculated will be defined on a
case-by-case basis in the Quality Book.
1.1.9) OPERATION INDICATOR 9 - TRAINING
Organize the training required by ORBITAL for the operators, supervisors
and operation mangers of the PARTNER in an adequate manner, with the
deadline stipulated in the Quality Book.
1.1.10) OPERATION INDICATOR 10 - ATTENDANCE THROUGH E-MAIL
E-mail attendance should reach a minimum attendance percentage
during a given period of time as defined in the Quality Book.
Example: 100% response to e-mails within up to D+2 business days,
with "D" being the day on which the e-mail was received.
Attendance by e-mail includes receipt, understanding the request and
responding to the End Client.
1.1.1 1) OPERATION INDICATOR 11 - PROVIDE REPORTS
This indicator assesses compliance with the deadlines for forwarding
each Report by the PARTNER to ORBITALL as pre-defined in the Quality
Book. A Report is deemed to have been delivered on time when it does
not contain any errors of information or does not comply with the
agreed scope.
G-4
1.1.12) OPERATION INDICATOR 12 - GENERAL ATTENDANCE QUALITY RATING
a) This is the outcome of a basket of weighted indicators using
the factors described in Annex VI - Scoring on a monthly
basis, either fully or partially.
1.2 - Electronic Attendance Service
a) Description of the Electronic Attendance Service
Electronic Attendance is an interactive, automated system that identifies
the End Client and provides information with no need for human
relationship, or else directs the call to the Physical or Logical Line-Ups
for the pertinent Assisted Attendance, with the End Client already having
been identified, in order to streamline the attendance procedures.
The Service is rendered through integrating the ORBITALL systems and
equipment and the PARTNER equipment; the former handle the intelligence
required to identify and confirm the End Clients, extracting information
on their accounts from the ORBITALL database, while the latter handles the
information received from the former, providing the End Clients with the
requested audible response (or by fax).
b) This Service includes:
- Management and supply of the Audible Response Unit (ARU)
infrastructure hardware:
- Management of the occupancy of the Audible Response Unit (ARU) ports
(capacity planning);
- Supply and updating of the talkers;
- Supply of music and messages for the Physical or Logical Waiting
Line-Ups
- Providing reports on the use and performance of the Audible Response
Units (ARUs) use and performance;
- - Contingency.
c) Services associated with the ARUs
Forwarding monthly reports on the ARUS covering:
- Loss of ticket (loss of call identification data);
- Daily occupancy of the ARUs, specifying the times, percentage
occupied and volume of HMM.
1.2.1) OPERATION INDICATOR 13 - AVAILABILITY OF THE ARU
a) Availability as stipulated in Annex V - Infrastructure and
Facilities.
b) For the purposes of this calculation, non-availability will not be
calculated when caused by scheduled halts and the
correction/maintenance of the mainframes and gateways, as well as
emergency halts for corrective maintenance in the Audible Response
Unit (ARU) equipment, provided that this has been agreed in advance
with ORBITALL.
G-5
1.2.2) OPERATION INDICATOR 14 - FREE LINE AT PEAK PERIODS (HMM)
a) Availability as stipulated in Annex V - Infrastructure and
Facilities.
b) For calculation purposes the following formula will be used:
[Total number of calls received by the ACD / Total number of calls delivered by
the concessionaire*]
* Total number of calls received at the ACD + Total number of calls
receiving a busy tone
3.1 - ATTENDANCE SYSTEMS
ORBITALL should supply the Attendance Systems for the PARTNER to render the
Assisted Attendance Services and Electronic Attendance Services.
The following Attendance Systems will be made available to the PARTNER:
(a) Front End Systems: these are the systems that the PARTNER will use
to provide the Assisted Attendance.
(b) Electronic Attendance Systems: these are the systems that the
PARTNER will used to provide the Electronic Attendance.
The Front End systems and the various Electronic Attendance systems to be used
for the Attendance Operations covered by this Annex are the responsibility of
ORBITALL as well as maintenance and alterations thereto, with the PARTNER
responsible for handling the attendance procedures systems.
ORBITALL may request the PARTNER to provide the attendance using the Front End
System of the Orbitall Client. Unless previously authorized by ORBITALL, the
PARTNER may not under any circumstances whatsoever develop and modify the Front
End Systems owned by ORBITALL or the Orbitall Client, nor may it provide any
assisted attendance using Front End Systems that are not provided by ORBITALL.
4 - Penalties
The PARTIES hereby agree that the penalty stipulated in the "Penalty" column of
the Quality Book will be applied for non-compliance by the PARTNER with
Operating Level agreed between the PARTIES.
G-6
QUALITY BOOK
SERVICES TABLE - CITIPHONE BANKING
OPERATING LEVEL
CLIENT ROUTE SERVICE NAME COMMITMENT PENALTIES/REMARKS
- ------ ----------------------- ----------------- ----------------------- ----------------------------
General
4012, 4014, 4015, 4016, CITIPHONE BANKING Provide Reports - Monthly report provided by
4017, 4018, 4019, 4020 Availability of Monthly the 3rd business day of each
Report month containing: Calls
Received, Calls Answered,
Hang-up Calls, % Hang-ups,
TSF, IVR Brazil Performance
(Calls Received, Calls on
Hold, % on Hold) % IVR
Occupancy, Availability of
Voice System, Availability
of Monthly Report by 7th
business day containing:
Monitoring Quality and
Attendance Quality.
The Partner should notify
Orbitall whenever it is not
possible to provide the
daily report by the 3rd
business day of the
subsequent month. When this
occurs, the forecast
availability thereof should
be notified.
4012, 4014, 4015, 4016, RECORDING CITIPHONE RECORD 100% of all calls Availability of TELEPHONE
4017, 4018, 4019, 4020 BANKING answered RECORDERS in the recording
system: up to 4 (four) hours
Store 100% of all calls after the request, except in
for six months case of some anomaly in the
equipment, in which case
MAKE 100% of calls compliance will take place
available as requested within 8 (eight) business
during the agreed period hours after the request.
4012, 4014, 4015, 4016, CITIPHONE BANKING PROVIDE REPORTS PROVIDE ALL CURRENT REPORTS
4017, 4018, 4019, 4021 WITHIN THE AGREED PERIODS
AND DEADLINES.
IVR
4012, 4014, 4015, 4016, ELECTRONIC ATTENDANCE AVAILABILITY OF THE ARU
4017, 4018, 4019, 4019 CITIPHONE BANKING -
99% availability of all
ARU ports, 24-hours a
day, every day of the
month
G-7
QUALITY BOOK
SERVICES TABLE - CITIPHONE BANKING
OPERATING LEVEL
CLIENT ROUTE SERVICE NAME COMMITMENT PENALTIES/REMARKS
- ------ ----------------------- --------------------- ------------------------ ----------------------------
General
4012, 4014, 4015, 4016, ELECTRONIC ATTENDANCE % ARU OCCUPANCY - 99%
4017, 4018, 4019, 4020 CITIPHONE BANKING maximum occupancy of the
ARU in the month
4012, 4014, 4015, 4016, ELECTRONIC ATTENDANCE IVR RETENTION - 60% of
4017, 4018, 4019, 4020 CITIPHONE BANKING the calls answered
electronically, avoiding
intervention by assisted
attendance
G-8
QUALITY BOOK
SERVICES TABLE - CITIPHONE BANKING
OPERATING LEVEL
CLIENT ROUTE SERVICE NAME COMMITMENT PENALTIES/REMARKS
- ------ ----------------------- ----------------- ------------------------ ----------------------------
General
4012, 4014, 4015, 4016, CITIPHONE BANKING Information provided by
4017, 4018, 4019, 4020 Orbitall for the Partner
Operations - These
periods represent the
time during which the
Partner should receive
and make information
available to the
Attendants: Routine
Alterations = "D+1" day,
New Product Registration
= "D+5" day; Emergency
Information = on "D" day
for request received by
4:00 p.m.; "D+1" day for
requests received after
4:00 p.m.
4012, 4014, 4015, 4016, CITIPHONE BANKING Provide Reports - Availability of daily report
4017, 4018, 4019, 4020 Availability of Daily (MIS) by 10:00 a.m. CONTENTS
Reports to Orbitall OF DAILY REPORT: Calls
Received IVR, Calls on Hold,
% on Hold IVR, Calls
Received - Assisted; Calls
Answered - Assisted, Hang-up
Calls, % Hang-ups, TME, TSF
and highlights.
The Partner should notify
Orbitall by 10:00 a.m.
whenever the report cannot
be provided for any reason
whatsoever (system downtime
etc).
G-9
SERVICES TABLE - BY CLIENT
SERVICES TABLE - CITIPHONE / OTHER SERVICES
TSF INDICATORS
OPERATING LEVEL EXTENSIONS / CONTRACT PROCESS BY AP OR
CLIENT LINE-UP SERVICE NAME COMMITMENT LINE-UPS VALIDITY PROCEDURE PENALTIES / REMARKS
- -------- -------- ------------- ----------------------- --------------------- -------- ----------------------- --------------------
CITI- OUTBOUND WELCOME CALL Agree (respecting the 3065/3102/34403/3146 Jun 10 4 APs for Level B, 4 APs with recording
PHONE BANKING installed capacities) Operators
OTHER and ensure compliance
SERVICES with the target set for Monday - Friday,
the appraisal period 09:00 - 18:00
OUTBOUND SATISFACTION Agree (respecting the 6955/6615 Jun 24 2 APs for Level B, 2 APs with recording
POLL installed capacities) Operators
and ensure compliance
with the target set for Monday - Friday,
the appraisal period 14:00 - 20:00
INBOUND CITI-BUSINESS Agree (respecting the 4020 Jul 1 3 APs for Level C, 3 APs with recording
installed capacities) Operators
and ensure compliance
with the target set for Monday - Friday,
the appraisal period 09:00 - 18:00
Agree (respecting the
installed capacities)
and ensure compliance
with the target set for
the appraisal period
OUTBOUND RELATIONSHIP Agree (respecting the 3024/3169/3323 Jul 10 2 APs for Level B, 2 APs with recording
(PRO-ACTIVE) installed capacities) Operators
and ensure compliance
with the target set for Monday - Friday,
the appraisal period 09:00 - 18:00
OUTBOUND RELATIONSHIP Agree (respecting the 3180/6869/3345 Aug 15 3 APs for Level B, 3 APs with recording
installed capacities) Operators
and ensure compliance
with the target set for Monday - Friday,
the appraisal period 09:00 - 6:00 p.m.
OUTBOUND CARDS Agree (respecting the 3442/3368/6859/3070/3 Feb 21 5 4 APs for Level B, 10 APs with recording
installed capacities) 483 Operators
and ensure compliance
with the target set for Monday - Friday,
the appraisal period 08:00 - 20:00
Saturday 09:00 - 18:00
G-10
OUTBOUND CARDS Agree (respecting the 6804/3491/3493/3526/3 May 1 7 4 APs for Level B, 14 APs with recording
installed capacities) 487/3484/3481 Operators
and ensure compliance
with the target set for Monday - Friday,
the appraisal period 08:00 - 20:00
Saturday 09:00 - 18:00
INBOUND INSURANCE 4108 Dec 2 3 4 APs for Level C, 6 APs without recording
Operators
Monday - Saturday
08:00 - 23:00
OUTBOUND WELCOME CALL Agree (respecting the 3406/3402 Oct 13 2 4 APs for Level D, 2 APs with recording
CARDS installed capacities) Operators
and ensure compliance
with the target set for Monday - Friday,
the appraisal period 09:00 - 18:00
G-11
SERVICES TABLE - BY CLIENT
SERVICES TABLE - CITIPHONE / OTHER SERVICES
TSF INDICATORS
EXTENSIONS CONTRACT PROCESS BY AP
CLIENT LINE-UP SERVICE NAME OPERATING LEVEL COMMITMENT / LINE-UPS VALIDITY OR PROCEDURE PENALTIES / REMARKS
- ------- ------- ------------- ------------------------------------ ---------- -------- -------------- -------------------
ALL CITIPHONE Information provided by Orbitall ALL ALL Not Not Applicable
BANKING for the Partner Operations - These Applicable
periods represent the time during
which the Partner should receive
and make information available to
the Attendants: Routine Alterations
= "D+1" day, New Product
Registration = "D+5" day; Emergency
Information = on "D" day for
request received by 4:00 p.m.;
"D+1" day for requests received
after 4:00 p.m.
ALL CITIPHONE Provide reports ALL ALL Not Availability of daily
BANKING Applicable report (MIS) by
Daily Report Available to Orbitall 10:00 a.m. CONTENTS
OF DAILY REPORT:
Calls Received IVR,
Calls on Hold, % on
Hold IVR, Calls
Received - Assisted;
Calls Answered
- Assisted, Hang-up
Calls, % Hang-ups,
TME, TSF and
highlights.
The Partner should
notify Orbitall by
10:00 a.m. whenever
the report cannot
be provided for any
reason whatsoever
(system downtime
etc).
G-12
SERVICES TABLE - BY CLIENT
SERVICES TABLE - CITIPHONE / OTHER SERVICES
TSF
INDICATORS
PROCESS BY
EXTENSIONS / CONTRACT AP OR
CLIENT LINE-UP SERVICE NAME OPERATING LEVEL COMMITMENT LINE-UPS VALIDITY PROCEDURE PENALTIES / REMARKS
- ------- ------- ------------- ------------------------------------- ------------- -------- ---------- ----------------------
ALL CITIPHONE Provide reports Availability of ALL ALL Not Availability of Monthly
BANKING Monthly Report Applicable report provided by the
3rd business day of
each month
containing: Calls
Received, Calls
Answered, Hang-up
Calls, % Hang-ups,
TSF, IVR Brazil
Performance (Calls
Received, Calls on
Hold, % on Hold) %
IVR Occupancy,
Availability of Voice
System, Availability
of Monthly Report by
7th business day
containing:
Monitoring Quality
and Attendance
Quality.
The Partner should
notify Orbitall
whenever it is not
possible to provide
the daily report by
the 3rd business day
of the subsequent
month. When this
occurs, the forecast
availability thereof
should be notified.
ALL CITIPHONE Provide Reports ALL ALL Not Provide all current
BANKING Applicable reports within the
agreed periods and
deadlines
G-13
QUALITY BOOK
SERVICES TABLE - CITIPHONE CARDS
CLIENT ROUTE SERVICE NAME OPERATING LEVEL COMMITMENT PENALTIES/REMARKS
- ------------------------------------------------------------------------------------------------------------------------------------
General
Citiphone Cards 4484, 4442, 4441, CITIPHONE CARDS FREE LINE PEAK PERIOD - 99% free
1836, 4440, 4211, access to Attendance Hub during
peak period
4484, 4442, 4441, CITIPHONE CARDS TSF - Monthly Average of no less
1836, 4440, 4211 than [*****] of calls answered
within [*****] seconds.
4484, 4442, 4441, CITIPHONE CARDS TME - Average Waiting Time = 20
1836, 4440, 4211 seconds / monthly
4484, 4442, 4441, CITIPHONE CARDS HANG-UP CALLS - [*****] of hang-up
1836, 4440, 4211 calls in the Assisted Attendance
line-up / monthly
4484, 4442, 4441, CITIPHONE CARDS ATTENDANCE QUALITY - 100% of
1836, 4440, 4211 operators scoring at least 85
points in the monthly appraisal
4211 RECORDING CITIPHONE RECORD 100% of all calls answered. PROVIDE TELEPHONE RECORDINGS in the
CARDS STORE 100% calls for 6 months. recording system: within 4 (four)
HANDLE 100% of the calls requested hours after the request, except in
within the agreed period. case of an anomaly in the equipment,
in which case the response will
take place within 8(eight) hours
after the request.
4054 CITIPHONE CARDS TME - Average Waiting Time = 90
RETENTION seconds / monthly
4054 CITIPHONE CARDS TSF - Monthly Average of no less
RETENTION than [*****] of calls answered
within [*****] seconds.
4054 CITIPHONE CARDS HANG-UP CALLS - [*****] of hang-up
RETENTION calls in the Assisted Attendance
line-up / monthly
4054 CITIPHONE CARDS ATTENDANCE QUALITY - 100% of
RETENTION operators scoring at least 85
points in the monthly appraisal
4484, 4442, 4441, CITIPHONE CARDS MONITORING THE OPERATORS - 100% of
1836, 4440, 4211, RETENTION AND the operators monitored at least
4054 CITIPHONE CARDS once a month
ALL ALL PROVIDE REPORTS PROVIDE ALL CURRENT REPORTS WITHIN
THE AGREED PERIODS AND DEADLINES
G-14
QUALITY BOOK
SERVICES TABLE - CITIPHONE CARDS
CLIENT ROUTE SERVICE NAME OPERATING LEVEL COMMITMENT PENALTIES/REMARKS
- ------------------------------------------------------------------------------------------------------------------------------------
General
4484, 4442, 4441, CITIPHONE CARDS Information provided by Orbitall for
1836, 4440, 4211, RETENTION AND the Partner Operations - These
4054 CITIPHONE CARDS periods represent the time during
which the Partner should receive and
make information available to the
Attendants: Routine Alterations =
"D+1" day, New Product Registration
= "D+5" day; Emergency Information =
on "D" day for request received by
4:00 p.m.; "D+1" day for requests
received after 4:00 p.m.
4484, 4442, 4441, CITIPHONE CARDS Provide reports Availability of daily report (MIS)
1836, 4440, 211, RETENTION AND Daily Report Available to Orbitall by 10:00 a.m. CONTENTS OF DAILY
4054 CITIPHONE CARDS REPORT: Calls Received IVR, Calls
on Hold, % on Hold IVR, Calls
Received - Assisted; Calls Answered
- Assisted, Hang-up Calls, %
Hang-ups, TME, TSF and highlights.
The Partner should notify Orbitall
by 10:00 a.m. whenever the report
cannot be provided for any reason
whatsoever (system downtime etc).
4484, 4442, 4441, CITIPHONE CARDS Provide reports Monthly report provided by the 3rd
1836,4440, 4211, RETENTION AND Availability of Monthly Report business day of each month
4054 CITIPHONE CARDS containing: Calls Received, Calls
Answered, Hang-up Calls, %
Hang-ups, TSF, IVR Brazil
Performance (Calls Received, Calls
on Hold, % on Hold) % IVR
Occupancy, Availability of Voice
System, Availability of Monthly
Report by 7th business day
containing: Monitoring Quality and
Attendance Quality.
The Partner should notify Orbitall
whenever it is not possible to
provide the daily report by the 3rd
business day of the subsequent
month. When this occurs, the
forecast availability thereof
should be notified.
G-15
QUALITY BOOK
SERVICES TABLE - CITIPHONE CARDS
CLIENT ROUTE SERVICE NAME OPERATING LEVEL COMMITMENT PENALTIES/REMARKS
- ------------------------------------------------------------------------------------------------------------------------------------
General
ALL All electronic Availability of the ARU - 99%
attendance services availability for all the ARU ports,
24-hours a day, every day of the
month.
G-16
QUALITY BOOK
SERVICES TABLE - ITAU
CLIENT ROUTE Service Name Operating Level Commitment Penalties/Remarks
- ------------------------------------------------------------------------------------------------------------------------------------
Assisted Attendance
Itaucard 4499 Consumer Attendance: TSF - [*****] of calls answered Description of the Itau Penalty is
Unblocking Assisted within up to [*****] seconds MONTH given below
Attendance
428, 4429, 4331, Consumer Attendance: TSF - [*****] of calls answered Description of the Itau Penalty is
4338, 4410 Assisted Attendance - within up to [*****] seconds MONTH given below
Level 1
(Electronic and
National Variants with
lower limit of R$
2,000.00,
Applicants, BankFone
and Disque Itau)
3030, 4427, 4447, Consumer Attendance: TSF - [*****] of calls answered Description of the Itau Penalty is
4598 Assisted Attendance - within up to [*****] seconds MONTH given below
Level 2
(International, Gold,
Diners, Electronic and
National Variants with
upper limit of R$
2,000.00)
4080 Consumer Attendance: TSF - [*****] of calls answered Description of the Itau Penalty is
Account Retention within up to [*****] seconds MONTH given below
4423 Consumer Attendance: TSF - [*****] of calls answered
Platinum/Personnalite within up to [*****] seconds Weekly
Attendance
4328, 4318 Consumer Attendance: TSF - [*****] of calls answered
Insurance Attendance within up to [*****] seconds MONTH
4499 Unblocking Attendance Hang-Up Rate - Answer 95%
of the calls MONTH
4428, 4429, 4331, Level 1 Attendance Attendance Hang-Up Rate - Answer 93%
4338, 4410 of the calls MONTH
3030, 4427, 4447, Level 2 Attendance Attendance Hang-Up Rate - Answer 95%
4598 of the calls MONTH
4423 Platinum Attendance Attendance Hang-Up Rate - Answer 95%
of the calls MONTH
4080 Retention Attendance Attendance Hang-Up Rate - Answer 94%
of the calls MONTH
4328,431B Insurance Attendance Attendance Hang-Up Rate - Answer 95%
of the calls MONTH
G-17
QUALITY BOOK
SERVICES TABLE - ITAU
CLIENT Route Service Name Operating Level Commitment Penalties/Remarks
- ------------------------------------------------------------------------------------------------------------------------------------
Assisted Attendance
all All electronic ARU availability - 99% availability
attendance services for all ARU ports, 24 hours a day,
every day of the month.
all All Communication: comply 100% of Alteration of information on help
stipulated deadlines screens on d+1 (business days, with
"d" being the date of receipt of the
request for the Itaucard);
Including the new information on help
screens on d+2;
Daily news messages on d+1;
Emergency messages in daily news on d;
all All Attendance Reports Provide all the current reports on
schedule and within the agreed
period. The Partner should notify
Orbitall by 10:00 a.m. whenever it is
not possible to provide the report
for any reason whatsoever (system
down, etc.).
all All Attendance Quality - The average
quality rates for all operators of a
service may not fall below 85%. This
rate is based on the monthly
operator appraisal by the Partner
all Operator Monitoring - 100% of the
working attendants should have calls
recorded and assessed in compliance
with the minimum sample of three
calls per attendant per month
Itau Penalty
This operating-level commitment is part of the services rendered by Orbital to
Itau, which is calculated together with the other indicators giving the general
quality index for rendering the service.
Should Orbital fail to meet the agreed general quality rating, the Partner will
be penalized in proportion, provided that the non-compliance with the indicator
is its sole fault.
G-18
QUALITY BOOK
SERVICES TABLE - BANKS & VOUCHERS
CLIENT ROUTE Service Name Operating Level Commitment
- --------------------------------------------------------------------------------------------------------------------
CAIXA Assisted Attendance
4455,4425,4010, CAIXA ATTENDANCE TSF Monthly average of no less than [*****]
4450,4105,4102, of the calls answered within up to
4104,4465,4400, [*****] seconds
4415,4492,4510
4455,4425,4010, CAIXA ATTENDANCE HANG-UP Monthly average not exceeding [*****]
4450,4105,4102, (Answer [*****] of the calls - monthly
4104,4465,4400, average)
4415,4492,4510
4098 RETENTION TSF Monthly average of no less than [*****]
of the calls answered within up to
[*****]seconds
4098 RETENTION HANG-UP Monthly average not exceeding [*****]
(Answer [*****] of the calls - monthly
average)
4103 PROSPECT ATTENDANCE HANG-UP Monthly average not exceeding [*****]
(Answer [*****] of the calls - monthly
average)
4103 PROSPECT ATTENDANCE TSF Monthly average of no less than [*****]of
the calls answered within up to [*****]
seconds
4499 UNBLOCKING CARD HANG-UP Monthly average not exceeding [*****]
(Answer [*****] of the calls - monthly
average)
G-19
4499 UNBLOCKING CARD TSF Monthly average of no less than [*****]
of the calls answered within up to
[*****] seconds
Others
ATTENDANCE QUALITY ATTENDANCE QUALITY AVERAGE QUALITY Monthly average of no less than 85%
RATING
LEMON ASSISTED ATTENDANCE
4432 LEMON ATTENDANCE TSF Monthly average of no less than [*****]
of the calls answered within up to
[*****] seconds; (Not in the contract.
Follow the Orbital standard rating)
4432 LEMON ATTENDANCE HANG-UP Monthly average not exceeding [*****]
(Answer [*****] of the calls - monthly
average); (Not in the contract. Follow
the Orbital standard rating)
Others
ATTENDANCE QUALITY ATTENDANCE QUALITY AVERAGE QUALITY Monthly average of no less than 85%; (Not
RATING in the contract. Follow the Orbital
standard rating)
LUSO ASSISTED ATTENDANCE
4507 LUSO ATTENDANCE TSF Monthly average of no less than [*****]
of the calls answered within up to
[*****]seconds; (Not in the contract.
Follow the Orbital standard rating)
4507 LUSO ATTENDANCE HANG-UP Monthly average not exceeding [*****]
(Answer [*****] of the calls - monthly
average); (Not in the contract. Follow
the Orbital standard rating)
4307 RETENTION TSF Monthly average of no less than [*****]
of the calls answered within up to
[*****] seconds; (Not in the contract.
Follow the Orbital standard rating)
4307 RETENTION HANG-UP Monthly average not exceeding [*****]
(Answer [*****] of the calls - monthly
average); (Not in the contract. Follow
the Orbital standard rating)
Others
ATTENDANCE QUALITY ATTENDANCE QUALITY AVERAGE QUALITY Monthly average of no less than 85% (Not
INDEX RATING in the contract. Follow the Orbital
standard rating)
G-20
BANESPA Assisted Attendance
4464 BANESPA ATTENDANCE TSF Monthly average of no less than [*****]
of the calls answered within up to
[*****] seconds
4464 BANESPA ATTENDANCE TME Average waiting time of no more than 20
seconds
4464 ATTENDANCE QUALITY AVERAGE QUALITY Monthly average of no less than 85% (Not
INDEX RATING in the contract. Follow the Orbital
standard rating)
4365 RETENTION TSF Monthly average of no less than [*****]
of the calls answered within up to
[*****] seconds; (Not in the contract.
Follow the Orbital standard rating)
4364 RELATION-SHIP Availability of Business hours: 7:45 a.m. - 8:15 p.m.,
Attendance Monday to Friday
Position
4464 BANESPA ATTENDANCE HANG-UP Monthly average not exceeding [*****]
(Answer [*****] of the calls - monthly
average); (Not in the contract. Follow
the Orbital standard rating)
4365 RETENTION HANG-UP Monthly average not exceeding [*****]
(Answer [*****] of the calls - monthly
average); (Not in the contract. Follow
the Orbital standard rating)
G-21
Assisted
SODEXHO Attendance
- ------- ----------
4327 VOUCHER TSF Monthly average of no less than [*****] of
the calls answered within up to [*****]
seconds
4327 VOUCHER HANG-UP Monthly average not exceeding [*****]
(Answer [*****] of the calls - monthly
average)
4417 HR & HEALTHCARE ESTABLISHMENT TSF Monthly average of no less than [*****] of
the calls answered within up to [*****]
seconds
4417 HR & HEALTHCARE ESTABLISHMENT HANG-UP Monthly average not exceeding [*****]
(Answer [*****] of the calls - monthly
average)
4467 HEALTHCARE USERS TSF Monthly average of no less than [*****] of
the calls answered within up to [*****]
seconds
4467 HEALTHCARE USERS HANG-UP Monthly average not exceeding [*****]
(Answer [*****] of the calls - monthly
average)
4459 MEALS USERS TSF Monthly average of no less than [*****] of
the calls answered within up to [*****]
seconds
4459 MEALS USERS HANG-UP Monthly average not exceeding [*****]
(Answer [*****] of the calls - monthly
average)
4459 MEALS AUTHORIZATION TSF Monthly average of no less than [*****] of
the calls answered within up to [*****]
seconds
4459 MEALS AUTHORIZATION HANG-UP Monthly average not exceeding [*****]
(Answer [*****] of the calls - monthly
average)
4403 UNBLOCK Availability of Attendance Position Business hours: 8:00 a.m. - 8:00 p.m.,
Monday to Friday - Level 1 Operator
G-22
QUALITY BOOK
SERVICES TABLE - BANKS & VOUCHERS
CLIENT ROUTE Service Name Operating Level Commitment
- ------- ----- ---------------------------------- --------------------------------------------------------------------------------
ARU Availability - Availability of 99% of
Caixa, All electronic attendance services all ARU ports, 24 hours a day, every
Lemon, day of the month
Luso & All
Sodexho
Caixa, PROVIDE REPORTS PROVIDE ALL CURRENT REPORTS WITHIN THE
Lemon, All All AGREED PERIODS AND DEADLINES.
Luso &
Sodexho
Caixa, All All Attendance Quality - The average quality
Lemon, rating for all operators of a service may
Luso & not be less than 85%. This rating is the
Sodexho result of the monthly operator assessment
by the Partner
Caixa, All All Operator Monitoring - 100% of the working
Lemon, attendants should have calls recorded
Luso & and assessed in compliance with the
Sodexho minimum sample of three calls per
attendant per month
G-23
QUALITY BOOK
SERVICES TABLE - CREDICARD
Operating Level
CLIENT Route Service Name Commitment Penalties/Remarks
- ------ ----- ------------ ---------- -----------------
For the purpose of applying a
CREDICARD penalty, the minimum acceptable TSF
performance is taken as [*****]
([*****] of the calls answered within
up to [*****] seconds) in the day. Up
to 3 (three) days per month will be
tolerated with performance below the
acceptable minimum [*****] for the
Client Attendance Services. No
penalties will be imposed for these
tolerance days, unless the service
level falls below [*****] ([*****] of
calls answered within up to
[*****]seconds).
As from the fourth day below the
minimum standard, Orbitall will
deduct the price of all calls below
the minimum standard from the
invoice, for the affected service
line. The Partner agrees to meet the
service levels described in this SLA
for a call volume no more than 5%
higher than the forecast. For the
purposes of defining the penalty, the
minimum number of calls is calculated
that should have been answered within
up to [*****] seconds ([*****] of the
maximum number of expected calls,
forecast plus [*****]). The number of
4407/4408/4436/44 Daily TSF - [*****] of the calls calls actually answered within up to
96/4463/4451/4401/ answered in up to [*****] [*****]seconds is ascertained. Should
4473/4439/4411/44 seconds in the day (for the month, the number of calls answered within
68/4456/4444/4476/ Client up to three days of below - Goal up to [*****] seconds be less than
4449/43/12/4106/43 Attendance performance are tolerated) the acceptable minimum, the
11/4416 difference is eligible for return
(penalty) provided that this does not
fall within the monthly tolerance of
three days below the minimum.
Sundry Services
through
4314,4315,3418,4044, Attendance Availability of Attendance 12-hour Attendance Positions will be
4011,4320,4076 Position Position made available, with the volumes defined
by the client in compliance with this
requirement. Provide the number of
attendance positions agreed with the
client with respective resources,
within the attendance hours for the
service.
Quality monitoring - 100% of the
All All calls monitored with at least
85% quality
Platinum
Attendance Monthly TSF - [*****] of calls Compliance with this supply standard
4470 (Credicard & answered in up to [*****] will be maintained for call volumes
TAM) seconds in the month up to no more than 5% above forecast.
Daily TSF - [*****] of calls Compliance with this supply standard
answered in up to [*****] will be maintained for call volumes
Redeshop Client seconds in the day (up to three up to no more than 5% above forecast.
4420 Attendance days of below Goal performance are
tolerated)
G-24
Monthly TSF - [*****] of calls COMPLIANCE WITH THIS SUPPLY STANDARD
4806,4300,4089,4400 Monthly shared answered in up to [*****] WILL BE MAINTAINED FOR CALL VOLUMES
4452,4492,4494,4413 services, seconds in the month UP TO NO MORE THAN 5% ABOVE FORECAST.
4480
G-25
QUALITY BOOK
SERVICES TABLE - CREDICARD
Operating Level
CLIENT Route Service Name Commitment Penalties/Remarks
- ------ ----- ------------- ---------------------------------- ------------------------------------------
4051 Unified line Daily TSF - [*****] of the calls For the purpose of applying a penalty for
- attendance answered in up to [*****] seconds the day, the minimum acceptable TSF
and insurance in the day performance is taken as [*****] ([*****]
retention Monthly TSF - [*****] of the calls of the calls answered within up to [*****]
answered in up to [*****] seconds seconds) in the day.
in the month
No more than 3 (three) days per month will
be tolerated with performance between
[*****] and [*****] of the calls answered
within up to [*****] seconds for the
Client Attendance, Retention and Telesales
services. For these tolerance days, no
penalties will be imposed, unless the
service level falls below [*****] ([*****]
of the calls answered within up to [*****]
seconds). From the fourth day onwards below
the minimum standard, the Partner will
deduct the price of all calls below the
minimum standard from the invoice for the
affected service line. The Partner agrees
to meet the service levels described in
this SLA for a call volume no more than 5%
higher than forecast. For the purposes of
imposing a penalty, the minimum number of
calls that should be answered within up to
[*****]seconds is calculated (75% of the
maximum number of calls expected, forecast + 5%)
G-26
QUALITY BOOK
SERVICES TABLE - CREDICARD
CLIENT Route Service Name Operating Level Commitment Penalties/Remarks
- ------ ----- -------------- ----------------------------------- ---------------------------------------------
All All Communication - Comply with Alteration of information on help
100% of the stipulated period screens on d+1 (business days, with "d" being
of receipt of the request the Crediicard);
Including the new information on help
screens on d + 2; Daily news messages on d+1;
Emergency messages in daily news on d;
All E-mail 75% within up to business D+1
Attendance 100% within up to business D+2
All All electronic Availability of ARU - 99%
attendance availability of all the ARU ports
services for the 24 hours a day, every
day of the month
All All Attendance Quality - The average
quality rating for all operators of
a service may not be less than 85%.
This rating is the result of the
monthly operator assessment by the
Partner
G-27
QUALITY BOOK
SERVICES TABLE - CREDICARD
CLIENT Route Service Name Operating Level Commitment Penalties/Remarks
- ------ ----- ------------ ------------------------------ -----------------------------------------------------------------------
1925 Insurance Monthly TSF - [*****] of calls Commitment to this supply standard will be maintained for call modules
Telesales answered in up to [*****] up to no more than 5% higher than forecast. For the purposes of
seconds in the month applying the penalty on the day, the minimum acceptable TSF performance
will be [*****] ([*****] of calls answered within up to [*****]seconds)
on the day. No more than 3 (three) days per month will be tolerated
with performance between [*****] and [*****] of the calls answered
within up to [*****] seconds for the Client Attendance, Retention and
Telesales Services. For these tolerance days, no penalties will be
imposed, unless the service level falls below [*****] ([*****] of calls
answered within up to [*****] seconds). As from the fourth day below
the minimum standard, the Partner will discount the price of all calls
below the minimum standard from the invoice for the affected service
line. For the purposes of applying the penalty, the minimum number of
calls that should have been answered within up to [*****] seconds is
calculated (75% of the maximum number of connected calls, forecast +
5%) The number of calls actually answered within up to [*****] seconds
is ascertained.
If the number of calls answered within up to [*****] seconds is less
than the acceptable minimum, the difference is open to return (penalty)
provided that this is not included within the monthly tolerance of 3
(three) days below the minimum.
For the purposes of applying the penalty for the month, the minimum
acceptable performance is taken as being a monthly average of [*****]
or more of the calls answered within up to [*****] seconds. The penalty
for the month annuls the DAY penalty whenever two penalties - DAY and
MONTH are imposed. This ensures that higher priorities are assigned to
the monthly performance over the daily performance. The manner of
calculating the month penalty is identical to the day penalty,
calculated as the number of calls to be discounted from the Partner
based on the monthly indicators - calls received in the month x
difference from the minimum acceptable TSF for the month, always
bearing in mind the 5% deviation limit from the call forecast. For the
purposes of applying the penalty in that month, a minimum acceptable
performance is taken as being a monthly average of [*****] or more of
the calls answered within up to [*****] seconds. The penalty for the
month annuls the Day Penalty whenever two penalties are
G-28
4329 Corporate Client Attendance - Daily TSF - [*****] of imposed - DAY and MONTH. This ensures that a higher priority is
Daily calls answered in up to assigned to the monthly performance than the daily performance.
[*****]seconds in the day
(up to three days of below The manner of calculating the month penalty is identical to the
- Goal performance are day penalty, calculated as the number of calls to be discounted
tolerated) from the Partner based on the monthly indicators - calls received
in the month x difference from the minimum acceptable TSF for the
month, always bearing in mind the 5% deviation limit from the call
forecast.
4488 Corporate Client Attendance Monthly TSF - [*****] of - For the purpose of applying a penalty, a TSF acceptable
- Monthly calls answered in up to performance is taken as [*****] ([*****]of the calls answered
[*****] seconds in the within up to [*****] seconds) in the day. - Up to 3 (three)
month days per month will be tolerated
- No more than 3 (three) days per month will be tolerated
with performance lower than the acceptable minimum
[*****]for the Corporate Client Attendance service. For
those tolerance days, penalties will not be incurred,
except where the service level falls below [*****]
([*****] answered in up to [*****] seconds)
- As from the fourth day below the minimum standard, the
Partner will discount the price of all calls below the
minimum standard from the invoice for the affected service
line.
All All Training - Comply 100% Up to 50 operators trained: d+2 (business days, with d being the
with the deadline for final date of the training).
forwarding the reaction 51-150 operators trained: d+4
assessment results and 151-300operators trained: d+5
tests of the trainees More than 300 operators trained: d+6
G-29
ANNEX VIII
CONTINGENCY PLAN
This Annex is an integral part of the Contact Center Service Agreement signed by
the Parties mentioned below on April 1, 2004.
PARTIES: Orbitall Servicos e Processamento de Informacoes Comerciais Ltda.
("ORBITALL")
Inovacao Contact Center Servicos de Contatos Telefonicos Ltda.
("INOVACAO").
CRITICAL RESTART NORMALIZATION
BIA LEVEL PERIOD PERIOD
- ---------------------------------------------------- -------- -------- -------------
Insurance Attendance Medium 24 hours 7 days
Assistance Services Attendance Medium 24 hours 7 days
Applicant Attendance Medium 24 hours 30 days
Assisted Attendance High 6 hours 7 days
Call Me Attendance Low 7 days 30 days
Teen Card Recharge Medium 24 hours 30 days
Quality Monitoring Low 15 days 30 days
Loss & Robbery High 6 hours 24 hours
Unblocking Card Medium 15 days 30 days
Telemarketing Medium 36 hours 3 days
Retention Medium 24 hours 30 days
Citiphone Medium 15 days 30 days
Response to Sundry Request - Voucher High 3 hours 3 days
Client Services - Telephone Authorization - Voucher High 3 hours 3 days
Client Services Blocking / Unblocking Card - Voucher High 3 hours 3 days
Electronic Attendance High 6 hours 7 days
H-1
BUSINESS CONTINUITY STRATEGIES
H-2
RISK FACTOR DESCRIPTION OF ACTIONS
- ----------- ----------------------
IMPOSSIBILITY OF ACCESSING THE Contact Telecom ORBITALL and request
IPIRANGA BUILDINGS - SAO PAULO / routing to the available hubs - PARTNER
CITIBANK - RIO DE JANEIRO / RESPONSIBILITY (OPERATIONS/ PLANNING, IT)
SALVADOR
Implement routing to unaffected hubs -
ORBITALL RESPONSIBILITY
2. Contact the Executive Director who will
implement the actions listed below -
PARTNER RESPONSIBILITY
Impacts: Employees prevented from
accessing the work-site, or After assessing the situation, decide on
finding it difficult do to so whether or not to advise the Clients of the
event -- ORBITALL RESPONSIBILITY
4. Step up the attendance roster at the
other hubs, in order to boost capacity.
Define the overtime requirements at the
other hubs, and if required, provide and
allocate the resources needed. Reassess the
vacation plans for the other hubs during
the contingency period. Set up an activities
plan for the affected hub during the
contingency period (training sessions,
refresher courses, etc.). Analyze the
feasibility and impact of suspending some
telephone attendance services, allocating
these resources to the line-ups for the
higher priority services. If this is
decided, notify the ORBITALL Area to place
an informative message on the IVR equipment
for the unavailable services, in order to
advise consumers. Stress to all employees
that communication with the press may be
undertaken only by authorized persons--
PARTNER RESPONSIBILITY (HR, OPERATIONS/
PLANNING, IT AND FINANCE)
5. Should the halt exceed one week: (IT
APPLICATIONS/PLANNING)
Boost the capacity of the IVRs at the other
hubs in order to handle possible future
traffic concentrations, step up monitoring
of the free line and IVRs occupancy
ratings. If necessary, place a message on
the IVRs to manage demand during peak
periods -- PARTNER RESPONSIBILITY
6. Identify the opportunity to use
resources with earlier experience in
attendance and strengthen the assisted
attendance at the other hubs, in addition
to the extra infrastructure required to
answer the calls. Suspend activities that
result in the non-availability of the
Attendants, Supervisors, Analysts and
Managers -- PARTNER RESPONSIBILITY
(OPERATIONS/PLANNING, IT AND HR)
7. Should it not be possible to access the
building, the employees will be contacted
and told what to do. In order to do so, a
listing of their home and mobile telephones
should be available to the administrators -
PARTNER RESPONSIBILITY (HR/OPERATIONS)
8. Notify the Union of the occurrence.
Provide on-site medical assistance. Provide
a hotline to clear up employee doubts --
PARTNER RESPONSIBILITY (HR)
9. Prepare scripts for positioning
consumers and the press -- ORBITALL
RESPONSIBILITY
10. Distribute scripts for positioning of
consumers and the Press -- PARTNER
RESPONSIBILITY (HR/Communication)
11. After the situation is regularized,
return to redirecting the calls to the
original hub -- ORBITALL RESPONSIBILITY
H-3
RISK FACTOR DESCRIPTION OF ACTIONS
- ----------- ----------------------
1. Forecast the impact of the strike on the
performance of the services based on the
scope, means of transportation and
locations affected by the strike -- PARTNER
RESPONSIBILITY (PLANNING)
PARTIAL OR TOTAL PUBLIC
TRANSPORTATION SYSTEM STRIKE Select the most appropriate action from those
listed below -- PARTNER RESPONSIBILITY
Impacts: Employees prevented from a) Request overtime for employees at hubs
accessing the work-site, or coming to work through other means of
finding it difficult do to so transportation -- PARTNER RESPONSIBILITY
(PLANNING/Operations and HR)
b) Request calls be directed through NACD /
ICR -- PARTNER RESPONSIBILITY (PLANNING/IT)
c) Schedule routing to unaffected hubs --
ORBITALL RESPONSIBILITY
d) Provide alternative means of transportation
for employees from the most severely
affected locations, such as vans leaving
strategic points in town -- PARTNER
RESPONSIBILITY (OPERATIONS/HR/FINANCE)
e) Tell the employees to come to work by
taxi - PARTNER RESPONSIBILITY (OPERATIONS/
HR/FINANCE)
f) Once the situation has been regularized,
redirect the calls to the original hub --
ORBITALL RESPONSIBILITY
1. Define the need for overtime and if
required, provide and allocate the resources
required at all hubs. Review vacation plans
during the contingency period at all hubs.
Identify the opportunity to use resources
with previous experience in attendance and
to strengthen the Assisted Attendance at
OUTSIDE SITUATION NOT UNDER other hubs, in addition to the extra
CONTROL, STRIKES OR THREATS TO infrastructure required to answer the calls.
PUBLIC SAFETY Suspend activities that would leave Attendants,
Supervisors, Analysts and Managers unavailable.
At shift changes, overtime will be permitted
and departing Attendants will be told to
remain at their posts until their substitutes
arrive -- PARTNER RESPONSIBILITY (HR,
OPERATIONS/PLANNING, IT AND FINANCE)
2. Should there be insufficient staff, request
Impacts: Employees prevented from the calls be directed through NACD / ICR --
accessing the work-site, or PARTNER RESPONSIBILITY (OPERATIONS/PLANNING/IT)
finding it difficult do to so
3. Implement routing to the unaffected hubs --
ORBITALL RESPONSIBILITY
4. Once the situation has been regularized,
redirect the calls to the originanl hub --
ORBITALL RESPONSIBILITY
H-4
RISK FACTOR DESCRIPTION OF ACTIONS
- ----------- ----------------------
1. Should unmet demand be noted,
request the calls be channeled through the
CATEGORY: STRIKE NACD / ICR -- PARTNER RESPONSIBILITY
(OPERATIONS/PLANNING, IT)
Impacts: Employees prevented from 2. Implement routing to the unaffected
accessing the work-site, or finding hubs -- ORBITALL RESPONSIBILITY
it difficult do to so
3. Once the situation has been regularized,
redirect the calls to the original hub --
ORBITALL RESPONSIBILITY
4. At the shift change, permit overtime
and tell the departing Attendants not on
strike to remain at their posts until their
replacements arrive. Identify the opportunity
to use resources with previous experience
in attendance and to strengthen Assisted
Attendance at the other hubs, in addition to
the extra infrastructure required to answer
the calls -- PARTNER RESPONSIBILITY
(OPERATIONS/PLANNING, HR)
1. Obtain with ORBITALL a power return
forecast -- PARTNER RESPONSIBILITY
POWER OUTAGE - EDIFICIO IPIRANGA SAO
PAULO AND EDIFICIO CITIBANK RIO DE 2. Provide workstations and employees for
JANEIRO critical services. The attendance positions
used for the other services will be closed
down -- PARTNER RESPONSIBILITY
(OPERATIONS/IT)
Impacts: impossible to perform the 3. Request the calls to be channeled to
attendance services another attendance hub -- PARTNER
RESPONSIBILITY (OPERATIONS/PLANNING, IT).
4. Implement routing to unaffected hubs --
ORBITALL RESPONSIBILITY
5. After the situation is regularized, return
to redirecting the calls to the original hub
-- ORBITALL RESPONSIBILITY
1. Notify ORBITALL of the problem and the
forecast system repair time -- PARTNER
RESPONSIBILITY
POWER OUTAGE - SALVADOR
2. Provide workstations and employees for
critical services. The attendance positions
Impacts: impossible to perform the used for the other services will be shut
attendance services down -- PARTNER RESPONSIBILITY (OPERATIONS/IT)
3. Request that calls be directed to another
attendance hub -- PARTNER RESPONSIBILITY
(OPERATIONS/IT/PLANNING).
4. Implement routing to unaffected hubs --
ORBITALL RESPONSIBILITY
5. After the situation is regularized, return
to redirecting the calls to the original hub --
ORBITALL RESPONSIBILITY
H-5
DEFECT, DAMAGE OR DESTRUCTION OF 1. Notify Orbitall that the equipment
PARTNER HARDWARE (EXAMPLE ROUTERS, is unavailable -- PARTNER
ACD, NACD, SERVERS, ETC) RESPONSIBILITY
2. Provide repair forecast -- PARTNER
RESPONSIBILITY
3. Provide corrective maintenance --
PARTNER RESPONSIBILITY
Impacts: possible halt - downgrade of
attendance services
RISK FACTOR DESCRIPTION OF ACTIONS
HALT OF THE ACD - SAO PAULO, SALVADOR 1. Forward forecast of normalization
AND RIO DE JANEIRO to Orbital - PARTNER RESPONSIBILITY
2. Define the need for overtime and,
if necessary provide and allocate the
resources needed - PARTNER
RESPONSIBILITY(PLANNING/OPERATIONS/IT/
HR)
Impacts: for calls under way, the call 3. Request calls to be directed to
routing is halted in the hub. As a other attendance hubs - PARTNER
result, calls do not reach the RESPONSIBILITY (OPERATIONS/PLANNING,
attendant. There is a also a loss of IT)
routing capacity to other hubs through
the NACD, in case of excessive demand. 4. Prior to completion of the
New calls are not answered. Hub halted. redirecting, place a message on the
ACD of the affected hub - PARTNER
RESPONSIBILITY
5. Redirect calls to unaffected hubs -
ORBITALL RESPONSIBILITY
6. Issue notification when the problem
is resolved - PARTNER RESPONSIBILITY
7. After resolving the problem,
redirect the calls back to the
original hub - ORBITALL RESPONSIBILITY
ATTENDANCE SYSTEMS (FRONT END AND 1. Obtain forecast for system return
ELECTRONIC) to normal operations - PARTNER
RESPONSIBILITY
2. Notify forecast system return time
- ORBITALL RESPONSIBILITY
Impacts: loss of system functions and 3. The attendants trained to use the
information required for assisted and showroom will provide attendance
electronic attendance normally through this system.
Otherwise, in-house procedures will be
adopted (4702 help screen) - PARTNER
RESPONSIBILITY (OPERATIONS AND HR)
4. Take management decisions to
curtail the attendance service in case
of overloading the attendance hubs or
a sharp drop in capacity - PARTNER
RESPONSIBILITY
5. Define the need for over and if
necessary provide and allocate the
resources needed - PARTNER
RESPONSIBILITY
6. Request that calls be directed to
other attendance hubs - PARTNER
RESPONSIBILITY
(OPERATIONS/PLANNING/IT)
7. Introduce routing to unaffected
hubs - ORBITALL RESPONSIBILITY
8. After the situation is regularized,
redirect the calls to the original hub
H-6
ORBITALL RESPONSIBILITY
H-7
RISK FACTOR DESCRIPTION OF ACTIONS
- ----------------=----------- --------------------------------------------------
MERIDIAN MAX (CALL 1. Supply Orbitall with forecast of return to
MANAGER) SERVICE normal operations - PARTNER RESPONSIBILITY
DOWNGRADE
2. Handle call management through other hubs,
should they be able to access the unavailable
Meridian Max - PARTNER RESPONSIBILITY (TELECOM)
Impacts: loss of
management for calls
already connected, calls
line up and the respective
information reports. Loss of
statistics generated on
calls received. Loss of
ticketing capacity and issuer
service fee collections.
HALT OF MERIDIAN LINK (CALL 1. Supply Orbitall with forecast of return to
CONNECTION) normal operations - PARTNER RESPONSIBILITY
2. Define the need for overtime and if
required, provide and allocate the necessary
resources - PARTNER RESPONSIBILITY
Impacts: loss
of capacity to redirect 3. Request that calls be directed to another
calls lined up attendance hub - PARTNER RESPONSIBILITY
between the IVR and the (OPERATIONS/PLANNING, IT)
front-end attendance
systems. Loss of line up 4. Prior to completion of the redirecting, place a
information of where the message on the ACD of the affected hub - PARTNER
consumer called. Call RESPONSIBILITY
congestion. Possible
disconnection, forcing the 5. Redirect calls to unaffected hubs - ORBITALL
consumer to dial the card RESPONSIBILITY
number several times.
6. Notify when the problem is solved - PARTNER
RESPONSIBILITY
7. Once the problem is solved, redirect the calls
back to the original hub - ORBITALL RESPONSIBILITY
H-8
RISK FACTOR DESCRIPTION OF ACTIONS
- ------------------------------- ------------------------------------------------------------------------------------
HALT OF NACD (DATA LINKS 1. Obtain forecast for return to normal services - PARTNER RESPONSIBILITY
CALL TRAFFIC CONTROLLER)
2. Notify forecast return to normal services - ORBITALL RESPONSIBILITY
Impacts: impossible to 3. Implement in-house procedures for contingency attendance in compliance
distribute calls among the hub with the Help Screens - PARTNER RESPONSIBILITY (OPERATIONS/IT)
line-ups, which may result in
calls being clustered at a hub, 4. Take meeting decisions to curtail the attendance services should the
with idle capacity in the same attendance hubs become overloaded, or in case of a sharp drop in capacity -
line-up at another hub. PARTNER RESPONSIBILITY
Surplus demand at one hub
may prevent the calls from 5. Define the need for overtime and if required, provide and allocate the
being routed to alternate hubs necessary resources - PARTNER RESPONSIBILITY
as it would not be possible to (OPERATIONS/PLANNING)
identify idle capacity.
Routing between the affected 6. Request that calls be directed to another attendance hub - PARTNER
hub and the other hubs is RESPONSIBILITY (OPERATIONS/PLANNING, IT)
halted.
7. Implement routing to unaffected hubs - ORBITALL RESPONSIBILITY
8. After the services are regularized, redirect the calls back to the original hub -
ORBITALL RESPONSIBILITY
WFM (WORK FORCE 1. Obtain forecast for return to normal services - PARTNER RESPONSIBILITY
MANAGEMENT) APPLICATION
Impacts: impossible to 2. Advise forecast return to normal services - ORBITALL RESPONSIBILITY
manage and analyze the
history and statistics of the
attendant roster
HALT OF ICR 1. Advise ORBITALL of the problem and the forecast to return to normal
services - PARTNER RESPONSIBILITY
Impacts: distribution of calls
will not be optimized among 2. Advise forecast for return to normal services - ORBITALL RESPONSIBILITY
the attendants at three hubs.
Possibility of loss of some 3. Use Meridian Max to distribute the calls - PARTNER RESPONSIBILITY
statistical data.
FAULT IN THE RECORDING 1. Advise ORBITALL of the problem - PARTNER RESPONSIBILITY
SYSTEM EQUIPMENT
2. Advise forecast return to normal services - PARTNER RESPONSIBILITY
Impacts: impossible to record
requests made by the card-
holders
H-9
Test Strategy:
The Contact Center contingency plans strategy consists of halting one of the
attendance hubs once a week (always on Sundays), it will remain shut down, the
attendants are release and the calls are redirected to one of the other hubs.
The hub shutdown schedule and the evidence of its performance (statistics for
the day with the number of calls answered at each hub) will be the
RESPONSIBILITY OF THE PARTNER (PLANNING/OPERATIONS)
Training Strategy:
The Call Center Training Strategy consists of a cycle of presentations made to
all supervisors and managers of the three attendance hubs. This presentation is
based on this document, and will be the RESPONSIBILITY OF THE PARTNER.
H-10