EXHIBIT 4.1
Confidential Treatment Requested and the Redacted Material has been
separately filed with the Commission.
SERVICES AGREEMENT EXECUTED
AMONG TELEMAR NORTE LESTE S/A,
TNL PCS S/A AND TNL CONTAX S/A
NOVEMBER 30, 2004
CONTENTS
Page
CLAUSE I - PURPOSE - 1 -
CLAUSE II - APPLICABLE DOCUMENTATION - 2 -
CLAUSE III - OBLIGATIONS OF THE PARTIES - 2 -
CLAUSE IV - OBLIGATIONS OF THE CONTRACTED PARTY - 3 -
CLAUSE V - OBLIGATIONS OF THE CONTRACTING PARTIES - 9 -
CLAUSE VI - SERVICE SITES - 10 -
CLAUSE VII - EXPANSION AND REDUCTION - 10 -
CLAUSE VIII - PRICES - 10 -
CLAUSE IX - BILLING AND PAYMENT - 11 -
CLAUSE X - PENALTIES - 13 -
CLAUSE XI - GUARANTEE - 13 -
CLAUSE XII - NON-DISCLOSURE - 14 -
CLAUSE XIII - NON-EXISTENT BOND - 16 -
CLAUSE XIV - EFFECTIVENESS AND TERMINATION - 16 -
CLAUSE XV - RESCISSION - 17 -
CLAUSE XVI - SUBCONTRACTING, ASSIGNMENT OR TRANSFER - 17 -
CLAUSE XVII - AMENDMENT TO THE AGREEMENT - 18 -
CLAUSE XVIII - FORCE MAJEURE - 18 -
CLAUSE XIX - SOCIAL RESPONSIBILITY AND THE ENVIRONMENT - 18 -
CLAUSE XX - COMMITMENT TO HEIGHTEN AWARENESS - 19 -
CLAUSE XXI - ANATEL TARGETS - 19 -
CLAUSE XXII - APPLICABLE LAW - 19 -
CLAUSE XXIII - GENERAL PROVISIONS - 20 -
CLAUSE XXIV - OMISSIONS - 21 -
CLAUSE XXV - ARBITRATION COURT - 21 -
SERVICES AGREEMENT EXECUTED AMONG TELEMAR
NORTE LESTE S/A, TNL PCS S/A AND TNL CONTAX S/A.
On the one side:
TELEMAR NORTE LESTE S/A, a corporate legal entity with head offices in the City
of Rio de Janeiro, State of Rio de Janeiro, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
▇▇, ▇▇▇▇▇▇▇▇, CEP 22.280-001, registered with the Taxpayers' National Registry
under CNPJ/MF N Degrees 33.000.118/0001-79, represented in compliance with its
By-Laws, hereinafter called "TELEMAR"; and
TNL PCS S.A., a corporate legal entity with head offices in the City of Rio de
Janeiro, State of Rio de Janeiro, at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇
22.420-010, registered with the Taxpayers' National Registry under CNPJ/MF N
Degrees 04.164.616/0001-59, represented in compliance with its By-Laws,
hereinafter called "OI";
both called jointly the "CONTRACTING PARTIES";
and on the other side:
TNL CONTAX S/A, a corporate legal entity with head offices in the City of
Barueri, State of Sao Paulo, at Calcada das Margaridas N Degrees 191 - CV 522 -
Centro Comercial Alphaville, Alphaville, CEP 06.460-120, registered with the
Taxpayers' National Registry under CNPJ/MF N Degrees 02.757.614/0001-48,
represented pursuant to its By-Laws, and hereinafter called the "CONTRACTED
PARTY";
all hereinafter called jointly the "Parties" and individually the "Party".
Whereas the CONTRACTED PARTY is interested in rendering its services to the
CONTRACTING PARTIES in strict compliance with the conditions established herein;
Whereas the CONTRACTED PARTY participated in the negotiating process with the
CONTRACTING PARTIES, which included, among other information, the complete
specification of the services to be rendered, in addition to the infrastructure
required for rendering the services to be contracted;
Whereas the Parties are previously aware of the Clauses and conditions guiding
this document and particularly those related to Brazilian Labor Law, with all
possible doubts having been clarified in advance;
The Parties hereby resolve to execute this Services Agreement, hereinafter
referred to as the "AGREEMENT", pursuant to the terms and conditions agreed
below.
CLAUSE ONE: PURPOSE
1.1 The purpose of this AGREEMENT consists of the services rendered by the
CONTRACTED PARTY listed in Annex I, which forms an integral and
inseparable part hereof. Due to the technical differences imposed by the
specific characteristics of the products offered to the CONTRACTING
PARTIES, each service rendered by the CONTRACTED PARTY will be covered by
a "Description and General Conditions of the Services Rendered" that will
include Services Chart, Price, General Characteristics, Performance
Ratings (SLA), which consists of one or more pages, all of which
constitute Annex I mentioned above.
1.1.1 The CONTRACTED PARTY will render all and any of the services listed
in Annex I described above only when requested to do so by either or
both of the CONTRACTING PARTIES, which may occur, as stressed by the
Parties, through either a direct contract or a competitive bidding
procedure organized by the CONTRACTING PARTIES. Nevertheless, the
CONTRACTED PARTY will start to render any of the services listed in
Annex I only when a "Service Order" is issued by the CONTRACTING
PARTIES, whose model is given in Annex II, which also forms an
integral and inseparable part of this AGREEMENT.
1.1.2 The CONTRACTED PARTY hereby confirms its capacity to perform all and
any service that the CONTRACTING PARTIES may require therefrom,
based on Annex I or other descriptions of new services that may be
produced by the Parties and included herein. Should the CONTRACTED
PARTY fail to meet the demands of the CONTRACTING PARTY up to the
limit of its stated capacity within the stipulated period, this will
constitute a default on the contract, with the CONTRACTED PARTY
being subject to the penalties stipulated herein.
CLAUSE TWO: APPLICABLE DOCUMENTATION
2.1 For all purposes of Law, the documents listed below are applicable to this
AGREEMENT as though transcribed below, whose contents are known to the
Parties, and fully accepted thereby:
Annex I -- Description and General Conditions of the Services Rendered
Annex II - Service Order;
CLAUSE THREE: OBLIGATIONS OF THE PARTIES
3.1 During the normal, regular progress of this AGREEMENT, as well as all and
any services that may arise therefrom, the Parties hereby agree to keep a
channel of communication always open, allowing them to interact in their
common interests, reflected through obtaining the expected technical,
commercial and financial results.
3.2 The Parties agree to fully respect the Clauses and items of this
AGREEMENT, in addition to the Annexes forming an integral part hereof, the
Deeds of Amendments that may be signed and the respective autonomy and
independence related thereto.
3.3 The Parties agree to appoint the persons who will be in charge of managing
this AGREEMENT, which should be undertaken through written or electronic
correspondence within 15 (fifteen) days as from the signature hereof. All
and any correspondence relating to this AGREEMENT should be addressed to
the Managers to be appointed by the Parties.
3.4 In case of any doubt and / or conflict regarding the interpretation of any
Item or compliance with any obligation, the Parties should attempt to
resolve the outstanding matter on a friendly basis through the Service
Managers to be appointed in accordance with Clause 3.3 above. Should they
fail to reach an agreement, they should seek a solution through moving up
the decision-taking scale of the companies, progressing from the Directors
and Officers to the CEOs and Presidents, in order to reach a non-litigious
solution. Finally, should it not prove possible to settle such outstanding
matter, the Parties should opt for arbitration as stipulated in Clause
Twenty Five of this AGREEMENT.
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3.5 During the performance of all and any services arising from this
AGREEMENT, the Parties hereby agree to comply with all laws, decrees,
regulations and / or Federal, State or Municipal stipulations in effect,
while also obtaining the licenses, permits and authorizations required for
the proper rendering of the services that will be the responsibility
thereof, being held solely liable for losses or damages of any type
whatsoever arising from any violations to which they may give rise by
failing to comply with the provisions in this Clause, in addition to
paying any fines that may be imposed by the competent authorities up to
the limit previously agreed among the Parties as stipulated in Item 4.1.4
and respective Sub-Items thereof.
CLAUSE FOUR: OBLIGATIONS OF THE CONTRACTED PARTY
4.1 During the term of this AGREEMENT and without adversely affecting the
other obligations accepted hereby, under penalty of being subject to the
sanctions and indemnities stipulated herein, the CONTRACTED PARTY agrees
to:
4.1.1 Operate as an organization that is complete and independent of
the CONTRACTING PARTIES, providing all the resources required
to perform the services covered by the AGREEMENT, other than
those specifically stipulated herein as the obligations of the
CONTRACTING PARTIES.
4.1.2 Plan, conduct and perform the services covered by this
AGREEMENT in strict and full compliance with the provisions
herein and the Annexes hereof, in addition to the standards
established by the Brazilian Technical Standards Association
(ABNT) when applicable, and other legal requirements.
4.1.3 Comply with all laws, decrees, regulations and / or Federal,
State or Municipal rules in effect, during the performance of
the services covered by the AGREEMENT, while also taking the
steps required to obtain the licenses, permits and
authorizations required for the proper rendering of the
services, being held solely liable for losses and damages of
any type whatsoever arising from any violations caused
thereby, in addition to the payment of any fines that may be
imposed by the competent authorities, complying specifically
with the limits stipulated in Item 4.1.4 below and the
respective Sub-Items thereof.
4.1.4 The CONTRACTED PARTY will accept liability for any direct and
indirect damages or losses that it may cause to the
CONTRACTING PARTIES or to third parties for acts proven to
have been undertaken by its Directors, Officers, employees,
agents, representatives or outsourced workers up to a ceiling
amount corresponding to 5% (five per cent) of the annual
revenues of the CONTRACTED PARTY arising from rendering the
services covered by this AGREEMENT.
4.1.4.1 The calculation of the ceiling amount stipulated in Item 4.1.4
above will be undertaken annually, based on the revenues for
the year prior to that under way.
4.1.4.2 The ceiling amount stipulated in item 4.1.4 will represent the
ceiling amount up to which the CONTRACTED PARTY may be
required to compensate the CONTRACTING PARTIES and / or third
parties, considering the sum of all harmful events occurring
during each year of this AGREEMENT. The CONTRACTED PARTY will
consequently not be bound to pay any amount exceeding this
ceiling.
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4.1.4.3 The ceiling amount stipulated in Item 4.1.4 above will not be
cumulative, so that should no compensation be paid in a given
year, or should the ceiling amount agreed not be reached, the
respective difference will not be taken into consideration for
the purposes of calculating the ceiling amount for the
following year.
4.1.4.4 This ceiling amount of 5% on the annual revenues brought in
under this AGREEMENT is also applicable to damages caused to
third parties when charged directly thereby to Contax.
4.1.5 Perform the services assigned thereto as covered by this
AGREEMENT, using specialized professionals in sufficient
numbers to meet the needs of the services within the period
agreed in this document and the Annexes hereof.
4.1.6 Perform the services described in Annex I of this AGREEMENT,
complying with the business hours established in compliance
with the rules stipulated by ANATEL, the legislation pertinent
thereto and the requirements of the CONTRACTING PARTIES.
4.1.7 For each site and each of the services rendered, report back
on the metered performance thereof as stipulated in the
Performance Ratings (SLAs) specific to each services listed in
Annex I hereof.
4.1.8 Notify either of the CONTRACTING PARTIES immediately, in full
and in writing of the occurrence of any extraordinary event
that may alter or adversely affect the rendering of the
services.
4.1.9 Ensure logical protection and full confidentiality for the
information and data transmitted and / or constituting the
exclusive property of CONTRACTING PARTIES entrusted thereto
under this AGREEMENT, pursuant to the provisions in Clause
Twelve, under penalty of paying reparations for damages caused
thereby, provided that the sole liability of the CONTRACTED
PARTY is proven. Any losses or damages that may be subject to
reparations should comply with the limits stipulated in Item
4.1.4 and the respective Sub-Items thereof.
4.1.10. For inspection purposes, allow unrestricted access for the
employees of the CONTRACTING PARTIES, provided that they are
appointed solely thereby and duly identified, to the
facilities where the respective services are rendered.
4.1.11 Allow the representatives of the CONTRACTING PARTIES to
monitor all services rendered by the CONTRACTED PARTY on-line
and on an unrestricted basis, except when impossible or
subject to technical constraints, through the management
screens installed and available at the time of the monitoring,
such as: Audible Response Units (ARUs), statistical controls
for the Switchboard / Automatic Calls Distributor (PABX/DAC),
recordings or direct listening posts, and Work Force
Management for the indicators in the Performance Ratings
(SLAs) for each service listed in Annex I hereof.
4.1.12 On a monthly basis, provide the CONTRACTING PARTIES with all
the Reports covering the monitoring activities mentioned in
the above Item, whose methodology is stipulated in Annex I
hereof.
4.1.13 Within no more than 24 (twenty four) hours, provide the
operators with all the operating information transferred
through communications by the CONTRACTING PARTIES,
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except when such alterations notified by the CONTRACTING
PARTIES require training, in which case the CONTRACTING
PARTIES should comply with the periods stipulated in the
respective Performance Ratings (SLAs) that constitute Annex I
hereof.
4.1.14 Continue to render the services tabled in this document, even
if the concession agreement signed by the CONTRACTING PARTIES
and the National Telecommunications Agency (ANATEL) are
suspended, for a period of 90 (ninety) days as from such
suspension.
4.1.15 The CONTRACTED PARTY is responsible for training its staff in
sales, call answering and customer care techniques, in
addition to transferring all the training provided by the
CONTRACTING PARTIES.
4.1.16 Comply with all and any alteration in the timetable for
performing the services described in Annex I of this AGREEMENT
through prior written notice forwarded by the CONTRACTING
PARTIES within 7 (seven) business days, and provided that the
legal rules applicable thereto are respected. Should such
alteration affect the end-cost of the respective service, the
CONTRACTED PARTY is hereby authorized to increase the
respective prices in the proportion to which the end-cost may
be affected thereby.
4.1.17 Accept full responsibility for performing the services
described in Annex I hereof, including aspects related to the
maintenance of the entire technological structure, computers,
software and telecommunications equipment, in addition to
handling all administration of the human resources required to
render the services in question.
4.1.18 Implement all actions required for full compliance with the
Service Targets established by the National Telecommunications
Agency (ANATEL) stipulated in the performance parameters
listed in Annex I hereof, in order to ensure full performance
of the services that constitute the purpose of this AGREEMENT.
4.1.19 Use the Audible Response Units (ARUs) as required to render
the services covered by this AGREEMENT solely for assisting
the users of the services rendered by the CONTRACTING PARTIES.
The Audible Response Units (ARUs) should be properly sized to
meet the demands of the products and services covered by this
AGREEMENT.
4.1.20. Should services be included additional to those contracted
herein, it is specifically agreed that the Parties shall draw
up new "Descriptions and General Conditions of the Services
Rendered", to be included in Annex I and constituting an
integral and inseparable part of this AGREEMENT.
4.1.21 Present for ratification and approval by the CONTRACTING
PARTIES, all and any system or software that may be acquired
or developed by the CONTRACTED PARTY in order to pursue the
purpose of this AGREEMENT, within no more than 30 (thirty)
days as from the date of the respective acquisition or
completion of such development, while remaining the exclusive
property of the CONTRACTED PARTY. Should such ratification not
be issued, the CONTRACTING PARTIES will forward the
justification to the CONTRACTED PARTY, which will be forbidden
to use the system or software acquired or developed until the
situation is properly regularized.
4.1.22 Undertake any possible future alterations requested by the
CONTRACTING PARTIES to the systems and software owned by the
CONTRACTED PARTY, after preparing the
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necessary quote and receiving prior approval from the
CONTRACTING PARTIES and ratification of the system, within no
more than 30 (thirty) consecutive days as from the start of
the rendering of the services, with the ownership thereof
remaining the exclusive property of the CONTRACTED PARTY,
except for alterations to more sophisticated systems, when the
period of 30 (thirty) days may prove insufficient for the
implementation thereof. If not approved and ratified, the
CONTRACTING PARTIES will forward the justification with the
former being forbidden to implement such system or software
during the period required to rectify any possible outstanding
matters.
4.1.23 Should the system work through remote operation of data
processing programs owned by the CONTRACTING PARTIES, they
hereby authorize the CONTRACTED PARTY to use them solely to
perform the services covered by this AGREEMENT, and the
CONTRACTED PARTY will not urge or permit its employees to
undertake the maintenance, reverse engineering, decompilation
or any other act that might affect such data processing
programs, unless specifically authorized in advance to do so
by the CONTRACTING PARTIES, fully preserving the rights
thereof under penalty of bearing the costs of the losses to
which this may rise through acts, action or omission on the
part of its employees contracted specifically for the purposes
of this AGREEMENT, and provided that the sole liability of the
CONTRACTED PARTY is proven. Any losses that may have to be
reimbursed should comply with the ceiling stipulated in Item
4.1.4 and the respective Sub-Items thereof.
4.1.24 Whenever requested to do so thereby, provide the CONTRACTING
PARTIES with the documents related to rendering the services,
including but not limited to: (i) copies of payment slips for
the Employee Severance Indemnity Fund (FGTS), National Social
Security Institute (INSS) and Employed / Unemployed General
Listing (CAGED) for the professionals involved in rendering
the services; (ii) copies of the payroll listing the names of
the people allocated to the services covered by this
AGREEMENT; (iii) copy of the rescission document of the
professionals assigned to render the services; and (iv) copies
of the Social Security / FGTS Rescission Slip (GRFC).
4.1.24.1 Total or partial failure to comply with the
obligations listed above and/or any lack of
regularity in the above-mentioned documents, as
well as any fault in compliance with the legal and
contractual obligations of the CONTRACTED PARTY in
terms of its employees, service-providers and
former service-providers directly involved in
performing the services covered by this AGREEMENT,
will result in the obligation of the CONTRACTED
PARTY to regularize the matter presented within
the period agreed with the CONTRACTING PARTIES.
4.1.25 Accept direct responsibility or through redress solely and
exclusively for the labor contracts of its employees, bearing
the full cost of their wages, labor, insurance and social
security levies arising therefrom that fall or may fall
directly or indirectly on the costs of the services rendered,
as well as being liable for any possible future failure to
comply with Brazilian Labor Law that may occur. As a result,
no joint or subsidiary liability of the CONTRACTING PARTIES
may be claimed, meaning that there are no labor bonds
whatsoever between the employees, agents, representatives,
outsourced workers, contractors and/or third parties of the
CONTRACTED PARTY and either of the CONTRACTING PARTIES.
4.1.25.1 Should the employees of the CONTRACTING PARTIES
migrate to the
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CONTRACTED PARTY, or should employees be hired by
the CONTRACTED PARTY to meet any special demands
of either of the CONTRACTING PARTIES, the labor
and/or social security indemnities that may fall
due thereon will be settled in full by the Party
giving rise to such facts or events generating
the respective liability. The Parties hereby
agree that all and any migration of the employees
of the CONTRACTING PARTIES to the CONTRACTED
PARTY is hereby forbidden, when implying any
reduction in the wages thereof.
4.1.26 Assume liability either directly or through redress, solely
and exclusively for the supply of all Collective and
Individual Protection Equipment required to preserve the
integrity of its employees, as well as requiring the use,
conservation and replacement thereof, whenever required by the
services to be rendered and in strict compliance with the
rules and standards issued by the Ministry of Labor.
4.1.27 Notify the CONTRACTING PARTIES as soon as possible and
depending on the specific case, of any fiscal, tax, labor and
social security proceedings, even if interpretive by nature,
that may give rise to any costs or risks of any type
whatsoever for either or both of the Companies.
4.1.28 Notify the CONTRACTING PARTIES of the Municipal Registration
Number(s) of the establishment(s) responsible for rendering
the respective services through presentation of copies of the
Registration Cards for the Municipality in which the Service
Tax (ISS) is payable.
4.1.29 Issue a declaration of payment of the Service Tax (ISS) with
the following information: municipal payment slip numbers;
amounts; ISS bracket due on each invoice, and the ISS
Municipal Law and Article applicable thereto.
4.1.30 Each month, present the CONTRACTING PARTIES with the
documentary proof of payment of the Service Tax (ISS) (copy of
the municipal payment slip or document) identifying the
Invoices (Notas Fiscais) addressed to the CONTRACTING PARTIES
and constituting the full amount paid in.
4.1.30.1 Total or partial non-compliance with the
obligations listed above and/or any lack of
regularity in the above-mentioned documents, in
addition to noting any flaw in compliance with the
legal and contractual obligations of the
CONTRACTED PARTY in terms of the Municipal, State
and/or Federal Tax Administrations may result in
the rescission of the AGREEMENT pursuant to the
provision in line "D" of Item 15.2.
4.1.31 Accept liability either directly or through redress, solely
and exclusively for all losses, damages, compensation,
indemnity, fines, Court and administrative decisions and any
other expenses incurred as a result of any actions and/or
omissions on the part of its employees, agents,
representatives, outsourced workers, contracted and/or third
parties through the performance of the services covered by
this AGREEMENT, caused to the CONTRACTING PARTIES as well as
to third parties, up to the financial ceiling discussed and
agreed previously among the Parties as stipulated in Item
4.1.4 above the respective Sub-Items thereof.
4.1.32. Store in safekeeping and protect all documents, materials and
equipment delivered by
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the CONTRACTING PARTIES, in addition to those owned by the
CONTRACTED PARTY with the trademarks, brand names and / or
logos of the CONTRACTING PARTIES, under the strictest control,
reliability and security scheme, which should be used solely
and exclusively in strict compliance with the Clauses and
conditions stipulated in this AGREEMENT. The CONTRACTED PARTY
should deploy the same efforts to safeguard and ensure the
security of the materials and equipment of the CONTRACTING
PARTIES that would be expected for its own property, returning
them whenever requested to do so by either or both of the
CONTRACTING PARTIES.
4.1.32.1 On termination of this AGREEMENT for any reason
whatsoever, the CONTRACTED PARTY should: (i)
return the materials and equipment owned by the
CONTRACTING PARTIES; (ii) destroy the trademarks,
brand names and / or logos of the CONTRACTING
PARTIES affixed to the equipment and materials
used or made available to the CONTRACTED PARTY as
a tool for rendering the services covered by this
AGREEMENT.
4.1.32.2 Non-compliance with the obligations stipulated in
Sub-Item 4.1.32.1 will result in the allocation of
liability for losses and damages caused to the
CONTRACTING PARTY and / or third parties, in
addition to the penalties stipulated in this
AGREEMENT, with its legal representatives being
held liable before the Civil and Criminal Courts
for the actions and / or omissions assigned
thereto up to the limit of the percentage amount
previously discussed and agreed among the Parties,
with regard to the civil liability, and as
stipulated in Item 4.1.4 above and the respective
Sub-Items thereof.
4.1.33 Facilitate the actions of the CONTRACTING PARTIES for
overseeing, inspecting and auditing all phases of the services
that have been or may be requested to the CONTRACTED PARTY.
4.1.34 By the 5th (fifth) business day of each month, supply the
CONTRACTING PARTIES with Management and Supervision Reports as
specified in each Chart, not excluding the technological
possibility of supplying such Reports at any time within no
more than 24 (twenty four) hours of receipt of a written
request from either or both of the CONTRACTING PARTIES for
additional information and data that may be requested on the
services performed.
4.1.35 Properly protect the assets of the CONTRACTING PARTIES,
striving to conserve its facilities, equipment, furniture and
fittings when the AGREEMENT requires the services to be
rendered on the premises of the CONTRACTING PARTIES, keeping
the place where the services are rendered in flawless
conditions of conservation and cleanliness during the
rendering of such services and at the end of the performance
thereof.
4.1.36 Be held solely and exclusively liable either directly or
through redress for the use of inventions, trademarks, brand
names, patents, literary works, drawings or equivalent during
the rendering of the services, when protected by current Law,
paying the necessary fees for the copyright, author's rights
and / or intellectual rights of third parties, as well as the
fees owed to the Brazilian Copyright Association (ECAD) or
other competent authorities, under penalty of being held fully
liable for losses and damages of any type whatsoever caused
thereby to the CONTRACTING PARTIES and / or third parties up
to the limit previously discussed and agreed among the Parties
and as
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stipulated in Item 4.1.4 above and the respective Sub-Items
thereof. The CONTRACTED PARTY will not be held liable for
damages caused through the use of any intellectual property
assigned by the CONTRACTING PARTIES in an irregular manner,
without the prior acquiescence of the holder of the respective
right.
4.1.37 Keep its registration data up to date with the CONTRACTING
PARTIES, advising them of all and any alterations that may
occur, particularly banking data, always providing such
information in writing through a document signed by the
duly-accredited legal representative of the CONTRACTED PARTY.
4.1.38 Perform the services contracted without adversely affecting
the characteristics and the flawless functioning of the
existing systems and infrastructure, such as
telecommunications, information technology and the electrical
and hydraulic networks, without harming the environment or
damaging the facilities of the CONTRACTING PARTIES.
4.1.39 Comply strictly with the deadlines for rendering the
contracted services, assuming liability for all losses and
damages that the CONTRACTING PARTIES may incur directly or
indirectly, due to any delays in rendering the services at the
sole fault of the CONTRACTED PARTY. The liability of the
CONTRACTED PARTY will be limited to the percentage amount
stipulated in Item 4.1.4 above and the respective Sub-Items
thereof, including direct and indirect damages that may be
caused to the CONTRACTING PARTIES or third parties involved or
not with the services rendered under this CONTRACT.
4.1.40 At its sole expense, re-do either fully or partially all
services that the CONTRACTING PARTIES deem to be flawed or not
in compliance with the data and instructions provided in
advance, and naturally provided that: (i) the indicated
irregularities are proven; and (ii) the CONTRACTED PARTY is
guaranteed the right of defense through appeals that may be
lodged within 10 (ten) business days as from receipt of the
complaints forwarded by the CONTRACTING PARTIES.
4.1.40.1 Any delay on the part of the CONTRACTED PARTY in
rectifying the faults proven to have been caused
by the services will endow the CONTRACTING PARTIES
with the right to introduce the modifications
deemed opportune thereby, charging the costs
arising therefrom, if duly proven, through issuing
an invoice for payment by the CONTRACTED PARTY
within 72 (seventy two) hours.
CLAUSE FIVE: OBLIGATIONS OF THE CONTRACTING PARTIES
During the term of this AGREEMENT, and without adversely affecting their other
obligations accepted under penalty of immediate rescission hereof, the
CONTRACTING PARTIES agree to give preference to the CONTRACTED PARTY
whenever contracting any of the services listed in Annex I hereof.
5.1.2 The CONTRACTING PARTIES hereby agree to obtain quotes always
from the CONTRACTED PARTY for the amounts related to all and
any type of service rendered thereby that it may require, with
the Parties agreeing on this respect with the matters
stipulated in Sub-Item 5.1.2 below.
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5.1.3 Should the CONTRACTING PARTIES decide to obtain more than one
quote for the performance of a specific service covered by
this AGREEMENT, and should they receive a quote from the
CONTRACTED PARTY whose value is equivalent to the average
market value and / or of the other Bids submitted by
competitor enterprises, the CONTRACTING PARTIES should
mandatorily decide to perform the respective services through
the CONTRACTED PARTY. However, this assumes that the
CONTRACTED PARTY guarantees that the services will be rendered
in compliance with all the quality requirements desired by the
CONTRACTING PARTIES.
5.2 Should the services covered by this AGREEMENT be reconfigured at the
request of the CONTRACTING PARTIES, requiring the allocation of operations
to other physical areas or substantial alterations to the configurations
originally contracted for the services, the respective costs thereof will
be borne by the CONTRACTING PARTIES.
CLAUSE SIX: SITES WHERE THE SERVICES WILL BE RENDERED
6.1 The CONTRACTED PARTY hereby agrees to render the services covered by this
AGREEMENT at the sites defined by the Parties, which should be indicated
in the Service Orders to be issued by the CONTRACTING PARTIES.
CLAUSE SEVEN: EXPANSION AND REDUCTION
7.1 The services to be requested by the CONTRACTING PARTIES from the
CONTRACTED PARTY may be increased or reduced, due to contextual, economic,
financial or performance factors.
7.1.1 In case of any expansion, the CONTRACTING PARTIES will accept
responsibility for paying the respective financial increase
that will always be calculated in compliance with the matters
covered or that may be covered by Annex I hereof, as agreed by
the Parties.
7.1.2 In compliance with the indexes listed in Annex I hereof, the
Parties hereby agree that the CONTRACTING PARTIES may reduce
one or all of the services requested by the CONTRACTED PARTY.
7.1.3 Should the annualized sum of the reductions mentioned in Item
7.1.2 not result in a loss of more than 10 (ten) percentage
points of the annual revenues of the CONTRACTED PARTY brought
in through performing the services covered by this AGREEMENT,
the fine stipulated in Annex I hereof will not be applied.
CLAUSE EIGHT: PRICES
8.1 The amount estimated as due each year throughout the duration of this
AGREEMENT is R$ 550,000,000.00 (five hundred and fifty million Reais).
This amount is merely an estimate, with the CONTRACTED PARTY consequently
not having any acquired right thereto, which is why nothing will be owed
as reimbursement should the Service Orders issued by the CONTRACTING
PARTIES fail to reach the total estimated amount.
8.2 In order to render the services contracted hereby, the CONTRACTING PARTIES
will pay the CONTRACTED PARTY the amounts calculated as due on a monthly
basis, based on the
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Service Orders issued or to be issued in future, in addition to the prices
listed in the Charts constituting Annex I hereof. The payments will always
be made by the CONTRACTING PARTIES within 15 (fifteen) days after the end
of the calculation period stipulated for each service that may be rendered
by the CONTRACTED PARTY, with the CONTRACTED PARTY necessarily forwarding
to the CONTRACTING PARTIES, on this matter, the respective collection
document or documents up to 10 (ten) days prior to the respective due date
or dates thereof.
8.3 Any services not covered in this AGREEMENT that may be requested by either
or both of the CONTRACTING PARTIES will be subject to prior adjustment as
stipulated in Annex I -- "Description and General Conditions of the
Services Rendered", which should be signed by the duly-accredited legal
representatives of the Parties involved. Once signed by the Parties, the
respective inclusions or modifications will be included in Annex I that
constitutes an integral and inseparable part of this CONTRACT.
8.4 Should calls overflow from one site to another, the ▇▇▇▇▇▇▇▇ for the
corresponding services will be calculated on the basis of the site at
which the services are rendered, with the place of origin of the call not
being taken under consideration.
8.5 The prices stipulated in this AGREEMENT do not include the costs of
Telecommunications and Mail services, which is why such facilities should
be made available by the CONTRACTING PARTIES for rendering the services
covered by this AGREEMENT, at no cost to the CONTRACTED PARTY.
8.6 The prices stipulated in the Charts constituting Annex I hereof should be
restated on an annual basis, although in May and based on 95% (ninety five
per cent) of the IGP-DI Index disclosed by the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Foundation
for the respective period.
8.6.1 Any new service that may be included under this AGREEMENT that
has not been rendered for 1 (one) year by the month of May
subsequent to the contracting thereof, will be restated only
in May the following year during the subsequent annual price
restatement, after the service has been rendered for 1 (one)
year, with the Parties hereby agreeing to apply the
restatement indicator defined in Item 8.6 above on a pro rata
diem basis, calculated from the starting date of the service
in question.
CLAUSE NINE: BILLING AND PAYMENT
9.1 The billing for the services rendered should be undertaken by the
CONTRACTED PARTY through forwarding the respective invoices to the
CONTRACTING PARTIES. As agreed among the Parties, the invoices should
always be accompanied by Reports describing the services rendered. The
CONTRACTING PARTIES do not accept liability under any circumstances
whatsoever for the payment of any services requested through means other
than those defined in the body of this document.
9.2 The collection documents should be issued and delivered against signed
receipt by the CONTRACTED PARTY at the fiscal offices of the CONTRACTING
PARTIES and / or their respective branches up to 10 (ten) days prior to
the respective due date or dates thereof, under penalty of the CONTRACTING
PARTIES delaying payment of the invoices forwarded thereto, should this
not occur, by the same number of days in which the delivery thereof is
delayed by the CONTRACTED PARTY.
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9.3 The invoices should be forwarded by the CONTRACTED PARTY to the addresses
stipulated in the respective Service Orders.
9.4 The CONTRACTING PARTIES may query any invoice and / or collection document
either fully or partially, that may be presented by the CONTRACTED PARTY.
All and any queries should be presented within 10 (ten) days of receipt of
the Invoice (Nota Fiscal) and / or the respective collection document,
with the CONTRACTING PARTIES necessarily doing so through formal
correspondence presenting the reasons why they wish to query the Invoice
(Nota Fiscal) and / or the respective collection document.
9.4.1 The Parties hereby agree that, regardless of the reason why
the CONTRACTING PARTIES may decide to query either fully or
partially any Invoice (Nota Fiscal) and / or collection
document forwarded thereto by the CONTRACTED PARTY, the
respective amounts should be paid normally.
9.4.2 On the other hand, should the CONTRACTED PARTY not agree with
the reasons prompting the query by the CONTRACTING PARTIES,
the matter should be settled by the Financial Directors or
Chief Financial Officers of the CONTRACTING PARTIES and the
CONTRACTED PARTY at a meeting to be held within 10 (ten) days
as from receipt of the formal correspondence to be forwarded
by the CONTRACTED PARTY.
9.4.3 Should the Parties agree that the CONTRACTING PARTIES are
correct in terms of the query submitted, the CONTRACTED PARTY
should consequently reimburse the CONTRACTING PARTIES through
direct payment within 72 (seventy two) hours.
9.4.4 Should the Parties fail to reach a friendly solution through
the good offices of their Financial Directors or Chief
Financial Officers, they may turn to arbitration in order to
settle the respective dispute, as stipulated in Clause Twenty
Five of this CONTRACT.
9.5 The payments owed by the CONTRACTING PARTIES should be settled through
depositing the respective amount in the current accounts indicated by the
CONTRACTED PARTY on the respective invoices.
9.6 The CONTRACTED PARTY is responsible for settling with the Municipal, State
and Federal Civil Service Departments all social security, fiscal, labor,
welfare and commercial taxes, dues and levies applicable to the purpose of
the AGREEMENT, in addition to undertaking the respective payment thereof
and noting the information required by Brazilian Law and the CONTRACTING
PARTIES on the Invoices (Notas Fiscais) issued thereby.
9.7 The CONTRACTING PARTIES should always make payment to the CONTRACTED PARTY
within the 15 (fifteen) day period following the end of the calculation
period established for each service that may be rendered by the CONTRACTED
PARTY, with the CONTRACTED PARTY forwarding the collection document or
documents for this purpose to the CONTRACTING PARTIES up to 10 (ten) days
prior to the respective due date or dates thereof, as stipulated in itens
8.2 and 9.2 above.
9.7.1 Should the CONTRACTED PARTY formally express interest in
postponing receipt of its monthly invoices, so that the
payment covered in Item 9.7 above is undertaken on annual
bases and provided that such request for this alteration is
mandatorily valid for at least 3 (three) years, it is hereby
agreed among the parties
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that the amount corresponding to each payment should be
restated by the IGP-DI Index issued by the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Foundation.
9.8 Releases and / or approvals of the collection documents will be undertaken
only against documentary proof provided by the CONTRACTED PARTY, if and
when requested by the CONTRACTING PARTIES, of the payment of any taxes or
social security levies that may fall due on the contracted services.
CLAUSE TEN: PENALTIES
10.1 Any delay or fault in compliance with the obligations assigned to the
CONTRACTED PARTY, and provided that that such events are proven, will
result in the fines being imposed as stipulated in Annex I hereof, as well
as the related compensation, up to the ceiling stipulated in Item 4.1.4
and the respective Sub-Items thereof.
10.2 The CONTRACTED PARTY acknowledges that it should comply with the Service
Targets established by the CONTRACTING PARTIES, being held liable for any
possible future fines that may be imposed, should the reason for such
failure to meet the target be the sole and exclusive responsibility
thereof, as well as for any indemnities and penalties applicable thereto
up to the amount agreed previously among the Parties as stipulated by Item
4.1.4 above and the respective Sub-Items thereof.
10.3 Should any delay occur in the settlement of the payments for which the
CONTRACTING PARTIES are liable, the amounts due will be restated
monetarily on the basis of the variation in the General Price Index -
Domestic Availability (IGP-DI) issued by the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Foundation, or
the official index that may replace it, with the above-mentioned
restatement being calculated on a pro rata diem basis from the due date
through to the effective payment date thereof, in addition to late payment
interest of 1% (one per cent) per month and a fine of 2% (two per cent) on
the amount in arrears.
CLAUSE ELEVEN: GUARANTEE
11.1 The CONTRACTED PARTY will guarantee the quality of the services to be
requested by the CONTRACTING PARTY as stipulated in the Performance
Ratings (SLAs) to be signed by the Parties.
11.2 Throughout the period during which the services are rendered under this
AGREEMENT, the CONTRACTED PARTY will undertake any repairs that may be
required in order to maintain the characteristics specified herein at no
cost to the CONTRACTING PARTIES, should it be held liable for such
matters.
11.3 The services covered by this AGREEMENT will be provided with guaranteed
quality, in compliance with the requirements and specifications
established through the AGREEMENT, with no need for systematic inspection
and control of the services by the CONTRACTING PARTIES.
11.4 The CONTRACTED PARTY hereby agrees to allow free access for the technical
staff of the CONTRACTING PARTIES or the agents and representatives
appointed thereby, allowing them to remain on the premises and monitor the
services related to the purpose of this AGREEMENT, without introducing any
obstacles unless formally proven by the Parties that such inspections will
adversely affect the normal progress of the services in question.
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CLAUSE TWELVE: NON-DISCLOSURE
12.1 This AGREEMENT and the Clauses, conditions, terms and Annexes hereof, in
addition to the technical, economic and financial information exchanged
and generated between the CONTRACTING PARTIES and the CONTRACTED PARTY
will be treated as confidential data disclosed for the sole purpose of
allowing the performance and implementation of the services that may be
requested under this AGREEMENT.
12.2 This AGREEMENT, as well as the Clauses, conditions, terms and Annexes
hereof, and the technical, economic and financial information exchanged
and generated among the Parties should be kept highly confidential, with
the Parties consequently not being empowered to exploit, publicize or in
any other manner whatsoever provide third parties that have no connections
whatsoever with this AGREEMENT with knowledge of any of the confidential
information disclosed thereto, either fully or partially.
12.2.1 Each Party may disclose such confidential information only
with the prior express consent of the other Parties, except in
the cases covered in Items 12.5 and 12.6 below, whereby each
Party will be released from the obligation to obtain the prior
express consent of the others.
12.3 The Parties hereby agree that all and any technical data, economic and
financial information and the specific expertise that they may have
disclosed to each other either directly or indirectly prior to the
performance date of this AGREEMENT, even if occurring under the aegis of a
non-disclosure agreement, or in any other manner whatsoever, will be
subject to the safeguards stipulated below for matters considered and
defined as constituting exclusive or confidential information.
12.3.1 For the purposes of this AGREEMENT, "Confidential Information"
will be taken as meaning the items listed below, regardless of
the manner of communication that gave rise to them, it is
stressed.
A. Patents and know-how held directly by the Parties or
through one or more licenses granted by the National
Industrial Property Institute (INPI) or any other
international entity qualified to do so;
B. All and any technical data, information and expertise
that the Parties may legally own on the performance date
of this AGREEMENT or at any time thereafter related to
or arising from the implementation of the services;
C. All and any commercial secrets, industrial secrets,
trade secrets and confidential information that the
Parties signing this document may currently have or have
in the future;
D. All and any drawings, specifications, materials
listings, training and operations manuals, documentary
or electronic materials, technical data, information and
knowledge included or related to any equipment designed
and manufactured by or on behalf of the Parties;
E. Any technical data, information and expertise of the
Parties obtained at any time after the performance date
of this AGREEMENT, whether verbal,
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documentary or electronic, patented or not, or with
copyright registered by the Parties and whether or not
developed by the Parties or obtained thereby from third
parties.
12.3.2 For this purposes of this AGREEMENT, information covered by
the following hypotheses will not be deemed confidential:
A. Information that, on disclosure, was already fully or
partially within the public domain, or that, after
having been disclosed under the aegis of this AGREEMENT,
moved into the public domain through either a
publication, disclosure or some other authorized source,
and provided that such fact occurred due to the fault or
malice of the Party receiving the information;
B. Information already known to the recipient Party,
provided that it can prove through written or magnetic
matter that it already had access to the information
entrusted thereto by the disclosing Party before
receiving it, and that such information was not obtained
directly or indirectly from the disclosing Party;
C. Information demonstrated by the recipient Party as
having been received from a third party free from any
constraints regarding the disclosure and use thereof,
and was not obtained directly or indirectly from the
disclosing Party;
D. Information that must be disclosed to third parties
under a Court Order, Law, Decree Law, Decree, Edict or
any other act issued by a Government Authority; in this
case the Party receiving the information should promptly
and immediately notify the other Party of the reason why
it is being compelled to disclose the confidential
information, unless forbidden to do so by a Court Order,
Law, Decree Law, Decree, Edict or any other act
emanating from a Government Authority, in order to allow
the other Party to apply for an injunction protecting it
against the need to disclose such information or
possibly waive either totally or partially the right to
confidentiality arising from this AGREEMENT.
12.4 The Parties will not be exempt from the obligation to keep confidential
and not disclose specific confidential information received as a result of
the signature of this AGREEMENT, based merely on the assumption that this
is covered in the general conditions stipulated in Items "a", "b" or "c"
of the previous Item.
12.5 The Parties may disclose confidential information to their officers,
directors, employees, guarantor institutions, financial institutions,
banks (including the financial agent) and the regulatory agencies whenever
required for the performance of the services covered by this AGREEMENT, in
order to comply with some legal requirements or with the specific purpose
of obtaining financing and / or undertaking financial transactions in
order to bring in funds.
12.6 The Parties may disclose information that they become aware of through
this AGREEMENT to their affiliate companies that, for the purposes of this
AGREEMENT, are deemed to be those that are the direct or indirect
subsidiaries thereof, or that on the other hand are the direct or indirect
subsidiaries of a company that is direct or indirect parent company
thereof. For the purposes of this AGREEMENT, the Parties hereby agree that
the words "subsidiary" or "control" expresses the status of a company
holding at least 51% (fifty one per cent) of the equity capital
15
of a limited liability company or 51% (fifty one per cent) of the voting
shares of a stock-issuing business corporation. On the other hand, the
above-mentioned affiliate enterprises also agree to keep all information
confidential of which they may become aware.
12.7 The confidential information disclosed under the aegis of this AGREEMENT
will be the property of the Parties, as applicable, being empowered to
request the recipient Party to return such information, should they wish
to do so and as applicable, through forwarding a written notification. The
recipient Party will have 30 (thirty) days as from receipt of the
above-mentioned notification to return the original document, tapes and
other means of transmitting data and information that may have been
supplied thereto by the disclosing Party, and should also destroy all
copies (print-outs, electronic or magnetic) during this period that may
have been produced and that are the property thereof, or the persons to
whom such confidential information was disclosed.
CLAUSE THIRTEEN: NON-EXISTENCE OF EMPLOYMENT LINKS
13.1 Rendered with the zeal, efficiency, promptness and ethics required in each
case, the services contracted hereby will be provided with technical
independence, and with no relationship of exclusivity and hierarchical
subordination, with it being hereby established that, as corporate legal
entities established under Brazilian Private Law that are completely
autonomous and independent among themselves, this AGREEMENT does not
establish and / or constitute any type of employment link with any other
Party among the professionals assigned by the CONTRACTED PARTY and the
CONTRACTING PARTIES to perform the services covered by this agreement,
with each of them remaining fully liable for payment of all labor and
social security levies, as well as the Employee Severance Indemnity Fund
(FGTS) payments for their own staff, among others.
13.2 This document does not endow the Parties with any powers to act
independently on behalf of any other, whether related or not to the
services rendered, with no Party being empowered to accept any obligations
on behalf of any other unless expressly authorized to do so.
13.3 This AGREEMENT does not establish or constitute any type of partnership,
company, agency, association, consortium or joint venture among the
Parties.
CLAUSE FOURTEEN: DURATION OF AGREEMENT AND WITHDRAWAL
14.1 This AGREEMENT will enter into effect on the signature date thereof and
will remain in effect for periods varying from 5 (five) to 6 (six) years,
depending on the services rendered. The periods during which the services
will be rendered by the CONTRACTED PARTY are listed for each service in
Annex I hereto, which will be automatically renewed for 5 (five) years at
the end of the respective periods, in compliance with the provisions in
Item 14.1.1.
14.1.1 Should any of the Parties decide not to renew one or more of
the services rendered under this AGREEMENT, the Party in
question should notify the other Party in writing with advance
notice of 180 (one hundred and eighty) days.
14.2 All the Clauses and Items in this document remain unchanged in terms of
the automatic extension mentioned above, unless the Parties specifically
decide otherwise on one or more Clauses or Items and provided that any
alterations that may be undertaken are covered by Deeds of Amendments duly
signed by the signatories of this document or by the accredited legal
representatives of both companies.
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CLAUSE FIFTEEN: RESCISSION
15.1 This AGREEMENT may be rescinded by any of the Parties through forwarding
prior notice of 180 (one hundred and eighty) days as from the 5th (fifth)
year of this document.
15.2. The AGREEMENT may be rescinded at any time with no need for prior notice
from any of the Parties in the following hypotheses:
A. Acts practiced by the Parties that, at the discretion of the
adversely affected Party, result in the denigration of its good
business name or a proven reduction in the quality levels of the
services rendered;
B. Halt in the services without due cause and / or prior notification
forwarded to the CONTRACTING PARTIES;
C. Repeated faults in the performance of the services contracted or
compliance with the obligations required through this document;
D. Failure to prove compliance with social security, labor, tax or
fiscal obligations;
E. Suspension by the competent authorities of the services rendered
under this AGREEMENT due to a breach of the legal provisions in
effect;
F. Decree of bankruptcy, filing under Chapter 11, entry into
receivership and dissolution of any of the Parties;
G. Alteration to the Articles of Incorporation, By-Laws, purpose and /
or structure of the CONTRACTED PARTY such as a merger, split or
take-over resulting in the divestment of the control thereof to a
company in the same field of economic activity as the CONTRACTING
PARTIES or that adversely affects the proper performance of the
AGREEMENT;
H. Occurrence of Act of God or force majeure, duly proven and
preventing compliance with the AGREEMENT; when only partial
compliance with the AGREEMENT is possible, the CONTRACTING PARTIES
and the CONTRACTED PARTY may decide between partial compliance and
rescission of the AGREEMENT.
15.3 In case of rescission of this AGREEMENT due to any of the hypotheses
listed above in Item 15.2, other than the occurrence covered in Sub-Item H
of the above-mentioned Item 15.2, the Party giving rise to the rescission
will pay the injured Party a non-compensatory rescissory fine in an amount
equivalent to 10% (ten per cent) of the amount estimated as due each year
under this AGREEMENT, pursuant to the provisions in Item 8.1, without
adversely affecting the losses and damages that may eventually be due
thereby. This fine will not be imposed when applicable to payments in
arrears, in which case the specific penalties stipulated in this document
will be applied, as agreed among the Parties.
CLAUSE SIXTEEN: SUBCONTRACTING, ASSIGNMENT OR TRANSFER
17
16.1 The CONTRACTED PARTY may not sub-contract, assign or transfer the
obligations assigned thereto under this AGREEMENT to third parties without
prior written authorization from the duly-accredited legal representatives
of the CONTRACTING PARTIES.
16.2 Authorization for total or partial sub-contracting will not exempt the
CONTRACTED PARTY from full liability for compliance with all the terms and
conditions of this AGREEMENT, especially compliance with the schedule and
labor, social security, tax and fiscal obligations as stipulated in Item
3.1.5 of Clause Three hereof.
16.3 The authorization to sub-contract may be revoked by the CONTRACTING
PARTIES at any time with 30 (thirty) days advance notice, without such
revocation endowing the CONTRACTED PARTY with the right to reimbursement
for any damages or the extension of the date stipulated for the full
performance of the purpose of the AGREEMENT.
16.4 All the Clauses of AGREEMENT will be automatically applicable to any
sub-contracting agreement that may be signed by the CONTRACTED PARTY,
which will remain directly and solely liable to the CONTRACTING PARTIES
for strict compliance with the legal and contractual obligations of such
sub-contractor.
CLAUSE SEVENTEEN: ALTERATION TO THE CONTRACT
17.1 Any alterations to the contractual obligations will be valid only through
signature of Deeds of Amendments signed by the duly-accredited legal
representatives of the Parties.
CLAUSE EIGHTEEN: FORCE MAJEURE
18.1 Acts of God or force majeure will constitute exclusionary factors for
liability as stipulated in Article 393 of the Brazilian Civil Law Code.
18.2 The Party or Parties adversely affected by Act of God or force majeure
should notify the other immediately and in writing of the extent of the
matter and the estimated period during which it (they) will be prevented
from complying with its (their) obligations arising from the AGREEMENT or
the length of time during which it (they) will be obliged to delay such
compliance, being bound to notify the other Party when the effects thereof
cease.
18.3 Should the occurrence of Act of God or force majeure adversely affect the
performance of the obligations arising from the AGREEMENT by one of the
Parties only partially, the adversely affected Party should comply with
the obligations not affected by the occurrence of the Act of God or force
majeure, provided that the other Party or Parties still wish to continue
the AGREEMENT.
18.4 Any interruptions in the services caused by force majeure or Act of God
will result in new contractual conditions and periods being established as
agreed between the Parties, when the effects thereof cease, established
through a Deed of Amendment and provided that the continuation of the
services rendered is in the interests of all the Parties.
CLAUSE NINETEEN: SOCIAL ACCOUNTABILITY AND THE ENVIRONMENT
19.1 The Parties hereby agree not to employ any type of child labor and to do
their utmost to avoid contracting and / or ordering products or services
from individuals or corporate legal entities that directly or indirectly
exploit child labor at any place.
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19.2 The Parties hereby agree to adopt proper measures to prevent combat and
reduce the significant environmental impacts of the activities undertaken
through this AGREEMENT.
CLAUSE TWENTY: COMMITMENT TO HEIGHTEN AWARENESS
20.1 During the term of this AGREEMENT, the CONTRACTED PARTY should adopt an
ethical stance with regard to both the CONTRACTING PARTIES, agreeing to
respect and obey the behavioral Rules and Guidelines in the Procurement
Process, whose contents are available on the official Telemar website:
▇▇▇.▇▇▇▇▇▇▇.▇▇▇.▇▇.
20.2 The CONTRACTED PARTY should be cognizant and in agreement with the Deed of
Non-Disclosure drawn up by the TELEMAR Procurement Department,
notwithstanding the fact that this AGREEMENT also involves OI, and that is
available on the official Telemar website: ▇▇▇.▇▇▇▇▇▇▇.▇▇▇.▇▇.
20.3 In case of non-compliance by the CONTRACTED PARTY with the previous items,
the CONTRACTING PARTY will have the right to rescind this AGREEMENT,
imposing the penalty stipulated therein up to the financial ceiling
previously discussed among the Parties and stipulated in Item 4.1.4 and
the respective Sub-Items thereof.
CLAUSE TWENTY ONE: ANATEL TARGETS
21.1 The CONTRACTED PARTY agrees to undertake all actions required for full
compliance with the Service Targets established by ANATEL for the
CONTRACTING PARTIES and listed in the performance parameters given in
Annex I hereof, in order to ensure the complete performance of the
services constituting the purpose of this document.
21.2 The CONTRACTING PARTIES will supply the CONTRACTED PARTY with all the
specifications stipulated by ANATEL for each service site.
21.3 The CONTRACTED PARTY should comply with the Service Targets established by
ANATEL for the CONTRACTING PARTIES, being jointly liable for any fines
imposed by this Regulator up to the ceiling discussed previously among the
Parties and described in Item 4.1.4 and respective Sub-Items thereof,
should the origin of such non-compliance with the target be the
responsibility of the CONTRACTED PARTY.
21.4 The CONTRACTING PARTIES will notify the CONTRACTED PARTY of the "Official
ANATEL Metering Calendar" at the appropriate times, and should they fail
to do so, the CONTRACTED PARTY will not be obliged to comply with any of
the items stipulated in this Clause.
CLAUSE TWENTY TWO: APPLICABLE LAW
22.1 The CONTRACTING PARTIES and the CONTRACTED PARTY hereby agree that this
AGREEMENT, the documents appended hereto and any possible disputes arising
from the relationship between the Parties should be construed and settled
respectively in compliance with (i) Brazilian Law; (ii) the rules in this
AGREEMENT and the documents supporting it; and (iii) based on good rules
of hermeneutics and interpretation of the Law.
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CLAUSE TWENTY THREE: GENERAL PROVISIONS
23.1 The CONTRACTED PARTY is forbidden to make use of the trademarks, brand
names and logos of the CONTRACTING PARTIES without the prior, written
consent thereof, in addition to any commercial exploitation AGREEMENT of
the fact that it is rendering services to these Companies.
23.2 The periods stipulated in the AGREEMENT and the Annexes hereof will be
calculated in consecutive days, excluding the starting date and including
the final date thereof.
23.3 Should the CONTRACTED PARTY prove that any delay in compliance with this
obligations is due to delay on the part of the CONTRACTING PARTIES, the
CONTRACTED PARTY will be granted an extension of no more than the period
equal to the delay caused by the CONTRACTING PARTIES, for the periods
covering the activities that depend directly on the activity giving rise
to such delay. The occurrence of any possible delay in a specific
obligation may not be claimed by the CONTRACTED PARTY as justification for
late performance of obligations that are completely unconnected to the
obligation in arrears.
23.4 Any early compliance by one of the Parties will not oblige any other Party
to perform its obligations prior to the date stipulated in this AGREEMENT
and Annex I hereof.
23.5 Should any Clause, Deed or Provision in this AGREEMENT be declared null or
non-enforceable, such nullity or non-enforceability will not adversely
affect any other Clauses, Terms of Provisions herein, which will remain
fully effective and with all legal effects arising therefrom.
23.6 For all issues related to the AGREEMENT, the CONTRACTING PARTIES and the
CONTRACTED PARTY will act as independent Parties. None of the Parties may
declare that it has any authority to accept or establish any specific or
implicit obligation on behalf of any other Party, nor to represent any
other Party as an Agent or Representative, or in any other function
whatsoever. It is hereby established that the CONTRACTING PARTIES have no
liability for any debts and obligations contracted by the CONTRACTED
PARTY, with the latter or third parties not being empowered to make use of
this AGREEMENT or any other reason to claim compensation or
reimbursements, just as the CONTRACTED PARTY has no liability for any
debts or obligations contracted by the CONTRACTING PARTIES. However, the
Parties will be liable up to the limits established in this AGREEMENT for
debts among themselves.
23.7 No condition in this AGREEMENT should be understood as a means of
establishing a company, joint venture, partnership or commercial
representation among the Parties, nor any employment link among the
professionals, agents, representatives, outsourced workers and / or
sub-contractors of a CONTRACTED PARTY and the CONTRACTING PARTIES, with
each being solely, exclusive and wholly responsible for their own actions
and obligations.
23.8 It is specifically and irrevocably stipulated that any tolerance with
regard to any late performance or non-compliance with the obligations by
any other Parties, or should the Parties not exercise any rights
guaranteed under this AGREEMENT or the Law in general, this will not
constitute any contractual novation or waiver of any of these rights, with
the Parties being empowered to exercise them at any time.
23.9 The Clauses in this AGREEMENT that are permanent by nature, particularly
but not limited to those covering third party liabilities, labor, tax,
social security and fiscal matters, in addition to
20
intellectual property rights, copyright, confidentiality and
non-disclosure, among others will remain valid even after the rescission
of this AGREEMENT.
23.10 Should any of the Parties be sued through the Civil, Fiscal or Labor
Courts, either jointly or on a subsidiary basis due to facts or acts
proven to be the responsibility of another Party or Parties, they are
hereby authorized to claim reimbursement of amounts improperly expended,
naturally provided that they provide full and clear documentary proof of
such facts.
23.11 In addition to the Parties, this AGREEMENT is binding on the successors
thereto, regardless of the type of succession, for the rights and
obligations accepted hereby.
23.12 Under penalty of law, the Parties hereby declare that their undersigned
duly-accredited legal representatives are properly appointed as stipulated
in their respective Articles of Incorporation and By-Laws, empowered to
accept the obligations contracted hereby.
23.13 The Clauses of this AGREEMENT consolidate the full understanding of the
Parties and prevail over any other understanding signed previously on the
purpose contracted hereby.
CLAUSE TWENTY FOUR: OMISSIONS
24.1 The Parties hereby agree that with regard to any possible future omissions
noted in this AGREEMENT, the following will be applied in systematic
order: Brazilian Law, Usage and Customs. However, the Parties may discuss
any possible future omissions, reaching a consensus on such matters. In
this case, it will be necessary to sign a Deed of Amendment to the
AGREEMENT covering the content of this decision on the problem in
question.
CLAUSE TWENTY FIVE: ARBITRATION COURT
25.1 All disputes, disagreements or claims arising among the Parties related to
the construal of the terms of this AGREEMENT and / or the performance or
settlement of the obligation stipulated herein, and / or the breach of any
terms and conditions hereof, including the failure to comply with any
obligation stipulated herein by any of the Parties, as well as any failure
to reach a friendly solution after any Invoice (Nota Fiscal) and / or
collection document has been queried by the CONTRACTING PARTIES, should be
definitively settled in compliance with the Regulations issued by the
Reconciliation and Arbitration Chamber, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Foundation
("Regulations").
25.2 The arbitration proceedings will be rules by these Regulations, with the
Reconciliation and Arbitration Chamber, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Foundation being in
charge of the administration of the arbitration proceedings. Should these
Regulations fail to cover any procedural aspects, the Parties hereby agree
to apply on an ancillary basis and in this order, the Brazilian Procedural
Laws stipulated in Law N Degrees 9,307/96 and the Brazilian Civil
Procedural Law Code.
25.3 The Arbitration Court will consist of 3 (three) Arbitration Judges, one
appointed by the CONTRACTED PARTY, another by the CONTRACTING PARTIES and
the third Arbitration Judge who will serve as the Chair of the Arbitration
Court, by the two Arbitration Judges appointed by the Parties. The
selection of the third Arbitration Judge should take place within 10 (ten)
days of the appointment of the second Arbitration Judge. Should one of the
Parties fail to appoint an Arbitration Judge or should the appointed
Arbitration Judges fail to reach agreement on the third Arbitration Judge,
the President of the Reconciliation and Arbitration Chamber,
21
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Foundation will be responsible for the appointment thereof
within a minimum period of 10 (ten) days as from the date on which such
deadlock or omission is confirmed.
25.4 The Arbitration Proceedings will take place in the City of Rio de Janeiro,
State of Rio de Janeiro, held in Portuguese.
25.5 The Arbitration Judges should hand down their decision on the basis of the
applicable Brazilian Law, without applying the Principles of Equity.
25.6 The Parties hereby agree to do their utmost to reach a swift, thrifty and
fair settlement to any disputes submitted to arbitration.
25.7 The Arbitration Report will be deemed final, definitive and binding on the
Parties, which expressly any waive any type of appeal against the
Arbitration Report.
25.8 The Parties may turn to the Courts only in the cases listed below, with
such conduct not being deemed a waiver of arbitration as the only means of
settling disputes selected by the Parties: (i) to ensure the institution
or the Arbitration Proceedings; (ii) to apply for writs protecting their
rights prior to the establishment of the Arbitration Court; and (iii) to
execute any decision handed down by the Arbitration Court, excluding but
not only the Arbitration Report. To do so, the Parties hereby elect the
Law Courts of the Rio de Janeiro State Assizes as competent to hear and
hand down decisions on these matters.
25.9 The payment of the arbitration costs will be allocated in compliance with
the Regulations.
Being in full and fair agreement, the Parties sign this document in 2 (two)
copies of identical content for one single purpose, in the presence of the
undersigned Witnesses..
▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇.
_________________________________________________
TELEMAR
_________________________________________________
OI
_________________________________________________
CONTAX
Witnesses:
_________________________ _________________________
Name: Name:
CPF/MF: CPF/MF:
22
ANNEX I -- DESCRIPTION AND GENERAL CONDITIONS OF THE SERVICES RENDERED
Page
1 - BUSINESS SERVICES A-2
2 - LABOR FORCE SERVICES FOR THE MAINTENANCE AND
OPERATIONS AREAS OF TELECOM, SCREENING
AND CUSTOMER SERVICE FACILITIES / TELEMAR STORES A-11
3 -- 102 -- INFORMATION A-16
4 - 104 -- SERVICES (TELEMAR CUSTOMER SERVICES) A-28
5 - CREDIT RECOVERY ▇▇▇▇ - ▇▇▇▇▇▇▇ ▇-▇▇
▇ - ▇▇▇▇▇ / ▇▇▇ CUSTOMER SERVICES A-51
7 - CORPORATE CUSTOMER SERVICEs ▇-▇▇
▇ - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇-▇▇
▇ - ▇▇ RETENTION A-83
10 - TELEMAR RETAIL TELEMARKETING A-85
11 - TELEMAR BUSINESS TELEMARKETING ▇-▇▇
▇▇ - ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇
▇▇ - ▇▇ CUSTOMER SERVICEs ▇-▇▇▇
▇▇ - ▇▇ ▇▇▇▇▇▇▇▇ ▇-▇▇▇
▇▇ - ▇▇▇▇▇ THT RETENTION /BUSINESS A-157
16 - OI COLLECTIONS A-165
17 - TELEMAR OTHER SERVICES A-176
18 - OI OTHER SERVICES ▇-▇▇▇
▇-▇
▇. ▇▇▇▇▇▇▇▇ Services
The annual estimated fee for this service is [*****]
1.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
BILLING: Full Attendance Position (PA)
OPERATING HOURS:
Services Operating Hours
------------------------------------- ------------------------------------
Level 1 Customer Service 24h X seven days x week
Relationship and Quality Center (CRQ) 07:30h - 20h - Monday to Saturday
Business Solutions Center (CSE) 06:45h - 20:00h - Monday to Saturday
Hot line (6 hours)
Hot line (8 hours) 07:30h - 20:00h - Monday to Saturday
Back Office 08:00h - 18:00h - Monday to Friday
Business Accounts Analysis (ACE) 07:30h - 20:00h - Monday to Saturday
A-2
PRICES BY FULL ATTENDANCE POSITION (PA):
R$ R$
(after first three years of
Services (first three years of contract)* contract)**
-------------------------------- -------------------------------- ---------------------------
Level I Customer Service [*****] [*****]
Relationship and Quality Center [*****] [*****]
(CRQ) (6 hours)
Relationship and Quality Center [*****] [*****]
(CRQ) (7:12 hours)
Business Solutions Center (CSE) [*****] [*****]
Hot line (6 hours) [*****] [*****]
Hot line (8 hours) [*****] [*****]
Help Desk [*****] [*****]
Business Accounts Analysis (ACE) [*****] [*****]
* Prices with discount during the first 3 (three) years, due to the use of
partially depreciated Call Center assets acquired from Telemar.
**These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement.
GENERAL CHARACTERISTICS:
1.1. Attendance Position (PA)
1.1.1. The period for implementing the resized new services will depend on
the technical resources required and the length of time needed to recruit
and train the Human Resources, specifically for each service required by
the CONTRACTING PARTY, which should be agreed among the Parties.
1.1.2. For the current services, the implementation period of this
resizing process should comply with the duration (in hours) of the
Training Sessions stipulated for each contracted
A-3
service.
1.1.3. In view of the possibility of the CONTRACTED PARTY providing
customer services through additional Attendance Positions (PAs), the
Parties will agree on such increase, in addition to alterations to the
price thereof, providing collateral covering the amounts due as payment
thereon.
1.1.4. In order to handle any possible future campaigns, whose dates
should be notified by the CONTRACTING PARTY, the increase in the
stipulated number of Attendance Positions (PAs) should always comply with
the availability of the site(s) being requested by the CONTRACTED PARTY
with advance notice of 3 (three) business days, for operations on
Saturdays, Sundays and Holidays, and with advance notice of 15 (fifteen)
days for operations on business days. It is hereby established that such
periods may be altered through common agreement between the Parties.
1.1.5. The period for contracting the Attendance Positions (PAs) that will
be included in the services may not be less than 30 (thirty) days.
1.1.6. Any reduction in the Attendance Positions (PAs) should be requested
by the CONTRACTING PARTY with advance notice of 15 (fifteen) days and may
not exceed the permitted reduction limit established for these services,
with it being hereby agreed that the Parties may concur on a shorter
period, should this be possible for the Customer Service.
1.1.7. Should the reduction in the Attendance Positions (PAs) requested by
the CONTRACTING PARTY result in a fraction, it is hereby agreed that this
will correspond to the full unit higher than such fraction.
2. BILLING
2.1 Halts in the Operations
2.1.1 In case of any events that may halt the operations, the causes
thereof should be identified, in order to establish the appropriate
responsibilities and liabilities, as follows:
2.1.2 When the causes are related to personnel management and / or
maintenance contracts covering the technological facilities, the liability
will be assigned to the CONTRACTED PARTY, which should issue invoices in
compliance with the operations effectively carried out.
2.1.3 When the causes are related to the infrastructure and / or lack of
investments in technology, the liability will be assigned to the
CONTRACTING PARTY, which should remunerate the operation considered for
billing purposes:
a. Services contracted by the Attendance Position (PA): Billing at
100% (one hundred per cent) of the Attendance Positions (PAs)
approved for the period;
A-4
2.1.4. For other occurrences, such as partial interruptions, outside
events, brief downtime or slowdowns in the system that may affect the
performance of the operations and that were proven to have been caused for
matters that are the sole responsibility of the CONTRACTING PARTY, it
should remunerate the CONTRACTED PARTY, replacing the adversely affected
period by a similar period calculated on the basis of the historical
records for the 3 (three) previous months.
2.2 Loss of billing information
2.2.1 In situations where there is a partial or total loss of billing
information for a period, once all attempts have been exhausted to recover
the data, the CONTRACTING PARTY should remunerate the CONTRACTED PARTY,
replacing the adversely affected period by a similar period calculated on
the basis of the historical records for the 3 (three) previous months.
2.3 The billing for the services contracted by the Attendance Position (PA)
should be undertaken on the basis of the following conditions:
a. On the 16th (sixteenth) day of the month, the CONTRACTED PARTY
will calculate the average number of the Attendance Positions (PAs)
logged on during peak periods (HMM) (average of the 1/2 hours) for
the business days from the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month, jointly with
the CONTRACTING PARTY, based on the Reports agreed between the
Parties, and duly documented.
2.3.1. The Attendance Positions (PAs) will be deemed active when occupied for at
least four consecutive hours logged under any of the status situations listed
below:
a. In service (conversation, hold and / or post-service);
b. Paused, provided that this does not exceed 25 minutes;
c. Waiting to attend.
3. PERFORMANCE RATINGS (SLA)
3.1 SERVICE LEVEL I -- Calls Answered within 10s
PRODUCTS TARGET CHECKED
-------- ------ -------
Level 1 Customer Services 95% Daily
Relationship and Quality Center (CRQ) 95% Daily
Business Solutions Center (CSE) 95% Daily
Hot Line 80% Daily
Business Accounts Analysis (ACE) 95% Daily
3.2 SERVICE LEVEL -- Calls Answered within 20s
A-5
PRODUCTS TARGET CHECKED
-------- ------ -------
Hot Line 80% Daily
3.3 SERVICE LEVELS I & II - ANATEL Metering Day (DDX)
OPERATIONS INDICATORS TARGET CHECKED
--------------------- ------ -------
▇▇▇.▇▇ ▇▇ I -- % Calls Answered within 10" / Peak Periods (PMMs) 98% 1/2 hour
IND.02 NS II -- % Calls Answered within 35" 100% 1/2 hour
4. HUMAN RESOURCES
4.1. Staff Selection
4.1.1. The following Table presents the curricular requirements to be
taken into consideration for the recruitment and selection of candidates
for the Positions listed in this Table:
Information
Services Position Education Experience Technology
-------- -------- --------- ---------- ----------
Operator I High School Information; six months Windows
Diploma Customer Services environment
(desirable)
Services Operator II High School 6 months Operator I Windows
Diploma (desirable) environment
Supervisor Undergraduate 1 year Supervisor
(desirable) Customer Services Office
(desirable)
4.2. Training
A-6
4.2.1. The CONTRACTED PARTY is responsible for training its staff in
response and negotiation techniques, as well as transferring all the
training supplied by the CONTRACTING PARTY.
4.2.2. The CONTRACTING PARTY will be responsible for the Multiplicatory
Agent Training Sessions required to render the services covered by this
Annex, such as: training sessions focused on the legacy systems, products
and services required to perform the operating activities, in addition to
the costs of such training sessions, but with no responsibility for the
infrastructure that will transfer these activities to the operators.
4.3. Initial Training
4.3.1. The following Table presents the Modules constituting the
Capacity-Building Program for new employees hired by the CONTRACTED PARTY.
The Parties may update the content of these Programs at any time in order
to adapt them to the requirements of the operations, provided that common
agreement is reached thereon.
OPERATOR QUALITY MONITOR Supervisor
-------- --------------- ----------
BEHAVIOR MODULE
Basic Customer Care Procedures. X X X
ORGANIZATION MODULE
Overview of Telecommunications,
Organizational / Institutional Aspects - X X X
Telemar.
OPERATIONS MODULE
Legacy Systems, Scripts and Procedures. X X X
MONITORING MODULE
Monitoring, Recording and Feedback X
Procedures.
ADMINISTRATION AND LEADERSHIP MODULE /
Staff and Team Management X
A-7
4.3.2. The CONTRACTED PARTY should ensure that the operators begin work
only after having completed the Initial Training Module, having obtained
grades that comply with the pre-defined approval ratings.
4.4. Capacity-building
4.4.1. The CONTRACTED PARTY should schedule the Capacity-Building Training
Sessions on the bases of the following criteria:
BUSINESS GROUP Monitoring 20 min/month
Training 360 min/month
4.4.2. The CONTRACTED PARTY plan ahead and assign high priority to the
Capacity-Building Training Sessions in order to restore satisfactory
operator service standards, as described below:
a. Operators scoring monitoring grades below 85 (eighty five);
b. Operators with scores below the acceptable standard stipulated in
the Quality Certification process (CEQUAL);
c. Unsatisfactory results in the Customer Satisfaction Survey or
Operator Performance Quality Monitoring services;
d. Results rated as unsatisfactory by ANATEL in terms of Operator
conduct;
e. Alterations to processes, procedures, business rules and / or
technology affecting the operator services.
4.4.3. Any hypotheses not covered in this document and situations where
the volume of Training Sessions required exceeds the implementation
capacity thereof, will be agreed upon by the Parties.
4.4.4. The duration of the Capacity-Building Training Sessions should
comply with the Table in Item 4.4 of this Annex.
4.4.5. For Capacity-Building purposes, the training times allocated to
topics and priorities as defined by the Monitoring and Satisfaction
Surveys Ratings will be taken under consideration, ensuring that the
duration thereof is assigned to subjects ranked as high priority.
4.4.6. The Parties should agree on the duration (in hours) of the
Capacity-Building Training Sessions, required for special responses and
new services.
A-8
4.4.7. The CONTRACTED PARTY should schedule the Training Sessions in
compliance with the operator workloads, so that the service standards are
not adversely affected thereby, necessarily sized to the scale of the
operator capacity-building and training schedules.
4.4.8. The CONTRACTED PARTY should forward to the training and
capacity-building schedule for each site to the CONTRACTING PARTY on a
monthly basis, with information on the services covered by the Training
Sessions, the number of operators to be trained, duration (in hours), and
the location of the Training Sessions.
4.4.9. The CONTRACTED PARTY should forward to the CONTRACTING PARTY a
Monthly Training Control Report covering the last month and containing
pertinent information, such as attendance and grades (where applicable).
4.5. Additional Training Sessions
a. For Training Sessions not covered in Items 4.3 and 4.4, the CONTRACTING
PARTY should draw up a training schedule for the Multiplicatory Agents,
lasting no more than 10 (ten) days, to be delivered to the CONTRACTED
PARTY with advance notice of 2 (two) days prior to the start of the
Training Sessions. The CONTRACTED PARTY should ensure that its
Multiplicatory Agents are available, provided that they are not involved
in other Training Sessions.
b. The CONTRACTED PARTY should draw up the Operator Training Program with
the objective of implementing the effective rendering of the services
within no more than 15 (fifteen) days, as from the end of the
Multiplicatory Agent Training Sessions.
c. Should the CONTRACTING PARTY request a Training Plan that requires
overtime or unforeseen outlays, such outlays will be for the account
thereof, with such amounts being estimated and agreed among the Parties
prior to the start of the Training Sessions.
d. Should the Operator Training Program exceed 10 (ten) days, the
CONTRACTING PARTY should draw up a training schedule that does not
adversely affect the Performance Ratings (SLA) of the operations.
5. DURATION
The services listed in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, it
should notify the other with advance notice of 180 (one hundred and eighty)
days, all as stipulated in Item 14.1 of the Services Agreement regulating the
business relationship in question.
6. REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "Business Services", rendered by
the CONTRACTED PARTY, provided the respective impact thereof does not result in
an annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product.
A-9
When such reduction exceeds [*****], the additional amount will be considered as
partial rescission, being subject to a rescissory fine in such case equivalent
to the amount corresponding to the amount by which the monthly revenues are
reduced, multiplied by [*****]. This amount should be calculated without
including the [*****] reduction permitted as described above, taking into
consideration only the amount exceeding the reduction limit allowed for the
CONTRACTING PARTY. The fine should be paid by the CONTRACTING PARTY reducing the
services requested from the CONTRACTED PARTY, both adopting this stance and
taking the proportional aspects of the revenues into consideration.
A-10
2. Jobs Performed by the Labor-Force for the Maintenance and Operations Areas of
Telecom, Screening and Customer Service Facilities - Telemar Stores
The annual estimated fee for this service is [*****]
2.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)
BILLING: Administration fee of [*****], on the costs of the services contracted
PRICES: Administration fee of [*****], on the costs of the services contracted
Services Operating Hours
-------- ---------------
Voice Screening - Off-Site Facilities (Advance 07:00h - 22:00 h - Monday - Sunday
Screening / Conventional Screening / Re-testing)
Data Communications (Screening / Appointment / Circuit
Configuration and Performance Analysis). 08:00h - 20:00h - Monday - Sunday
Back Office 08:00h - 20:00h - Monday - Friday
Specialized Screening - Velox 24 hours x seven days x week
Public Usage Telephony Facilities (TUP) - Remote
Supervision System (SSR) Operations 08:00h - 18:00h - Monday - Sunday
Operations Control 08:00h - 18:00h - Monday - Friday
Corporate Bases
Specialized Collections 08:00h - 18:00h - Monday - Friday
Screening - WLL Terminals 07:00h - 19:00 h - Monday - Sunday
Back Office Services 08:00h - 18:00 h - Monday - Friday
Support for the Customer Service Operators (OSC) 08:00 to 18:00 h - Monday - Friday
A-11
BILLING PERIOD: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
LOCATION: Rio de Janeiro, Minas Gerais, Bahia, Pernambuco and Ceara.
Telemar Regional Offices Services
------------------------ --------
Voice Screening - Off-Site Facilities
Registration and Designation
Data Communications
Specialized Screening - Velox
Public Usage Telephony Facilities (TUP) -
Remote Supervision System (SSR)
Rio de Janeiro Operations
Operating Control
Screening - WLL Terminals
Telemar Atende hot line
ANATEL Attendance
Back Office Services
Voice Screening -- Off-Site Facilities
Registration and Designation
Data Communications
Customer Service Operators (OSC) Support
Minas Gerais Public Usage Telephony Facilities (TUP) -
Operation of the SSR Service
Operating Control
Corporate Bases
Telemar Atende hot line
ANATEL Attendance
Voice Screening -- Off-Site Facilities
Registration and Designation
Bahia Data Communications
Telemar Atende hot line
ANATEL Attendance
A-12
Voice Screening -- Off-Site Facilities
Registration and Designation
Data Communications
Pernambuco Specialized Collection
Telemar Atende hot line
Back Office
ANATEL Attendance
Voice Screening -- Off-Site Facilities
Registration and Designation
Data Communications
Ceara Customer Service Operators (OSC) Support
Telemar Atende hot line
ANATEL Attendance
GENERAL CHARACTERISTICS:
1. BUSINESS FUNCTION
1.1 Voice Screening -- Off-Site Facilities (Conventional Screening / Re-Testing
Activities)
Undertake fault diagnosis activities at subscriber terminals, interviewing
customers, handling complaints, and performing electrical tests at the telephone
Switchboards.
1.2 Registration and Designation (Processing Services / MAT / Facilities
Registration)
Perform Service Order Processing Activities with Number Designations and Network
Facilities, Dealing with Service Orders at the Subscriber Services Pending (PA)
Desk, Terminal Registration and Network Facilities Management, and Switchboard
Programming.
1.3 Data Communications (Screening / Designation / Circuit Configuration /
Performance Analysis) Undertake Screening / Diagnosis, Designation and
Configuration of Faults in Data Communications, Advanced Voice and Velox
Circuits, Monitoring Service Orders and Fault Tickets, and Preparation of
Engineering Project Designs for the Facilities.
1.4 Specialized Screening - Velox
Perform Screening / Diagnosis on Velox Circuits, using the data network and
multi-service network platforms.
A-13
1.5 Public Usage Telephony Facilities (TUP) / Remote Supervision System (SSR)
Service Monitor the Public Usage Telephony Facilities (TUP), checking that the
Terminals are functioning, identifying faults and assessing tariff issues
1.6 Operating Control
Perform activities related to dealing with significant Faults in the Telecom
Facilities, diagnosing causes, proposing corrective and preventive actions, and
taking steps to deal with complaints from ANATEL prompted by Radio Frequency
(RF) interference.
1.7 Corporate Data bases (Locations / Addresses / Facilities / Numbering Range)
Adjust and synchronize the Locations, Addresses and Facilities Data Bases,
Excluding Duplicate Records for Locations and Addresses, Including Numbering
Ranges in the National and International Numbering Bases. Maintain the Integrity
of these Records.
1.8 Specialized Collections
Perform activities related to contact with customers for dealing with payments
in arrears, defaults, negotiation of debts and settlement through installments.
1.9 Screening WLL Terminals
Perform Fault Screening and Diagnoses for subscriber terminals, using WLL
Technology.
1.10 Telemar Atende hot line
Perform customer care activities personally for Telemar Customers in Telemar
Stores.
1.11 ANATEL Attendance Monitor and deal with complaints from Telemar Customers
within the sphere of ANATEL.
1.12 Support for the Customer Service Operators (OSC)
Provide support for the Customer Service Operators (OSC) when responding to
requests for services and repairs.
2. PERFORMANCE RATINGS (SLA)
The operations described above are not overseen through the Performance Ratings
(SLA).
3. TRAINING
A-14
The CONTRACTED PARTY will be responsible for behavioral training costs for
customer care techniques, recruitment and selection.
The CONTRACTING PARTY will be responsible for the cost of the hours worked by
the operators being trained in Products, Services or Systems, as well as the
associated logistics (room, equipment, educational materials, instructor and
others).
4. DURATION
The services listed in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.
5. REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "Services performed by the
labor-force for the maintenance and operations areas of the Telecom facilities,
screening and Telemar customer service stores", rendered by the CONTRACTED
PARTY, provided the respective impact thereof does not result in an annual
reduction of more than [*****] of the revenues posted over the past 12 (twelve)
months by the CONTRACTED PARTY for this product. When such reduction exceeds
[*****], the additional amount will be considered as partial rescission, being
subject to a rescissory fine in such case equivalent to the amount corresponding
to the amount by which the monthly revenues are reduced, multiplied by [*****].
This amount should be calculated without including the [*****] reduction
permitted as described above, taking into consideration only the amount
exceeding the reduction limit allowed for the CONTRACTING PARTY. The fine should
be paid by the CONTRACTING PARTY reducing the services requested from the
CONTRACTED PARTY, both adopting this stance and taking the proportional aspects
of the revenues into consideration.
A-15
3. 102 -- Directory Enquiries
The annual estimated fee for this service is [*****]
3.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
BILLING: by Minute Spoken
OPERATING HOURS:
102 and 31 Global -- 24 hours X 7 days a week
Disque Turismo Tourism Hotline -- 06:00h. - 12:30h
BILLING PERIOD: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
PRICES PER MINUTE SPOKEN:
R$ R$
(first three years of t (after first three
Service Site contract)* years of contract)**
------- ---- ---------- --------------------
31 Global BA [*****] [*****]
Disque Turismo Tourism Hotline BA [*****] [*****]
BA [*****] [*****]
Directory Enquiries -102
PE [*****] [*****]
The CONTRACTED PARTY should calculate the price to 3 (three) decimal places.
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from Telemar.
**These amounts are subject to monetary restatement on an annual basis, pursuant
to Clause 8.8 of this Agreement.
A-16
GENERAL CHARACTERISTICS:
1. SIZING
1.1. Minute Spoken
1.1.1. For services contracted by Minute Spoken, the CONTRACTED PARTY is
responsible for the preparation of the forecast:
A. The forecast (contact volume - historical series) should be drawn up
for the next quarter (excluding the current month) on a monthly
basis, by the Directory Enquiries group.
B. The CONTRACTED PARTY should draw up the monthly forecast, which
should be submitted to the CONTRACTING PARTY for final validation
and agreement.
C. For the purposes of calculating the forecast, the CONTRACTED PARTY
should take as the Busiest Day (DMM) the figure equal to 4.5% (four
point five per cent) of the monthly volumes. For the Busiest Day
percentages above 4.5% (four point five per cent) of the monthly
volumes, the Regressive Table / Busiest Day (DMM) below should be
taken into consideration:
REGRESSIVE TABLE / Busiest Day (DMM)
-------------------------------------------------------
% Busiest Day (DMM) NEW UNANSWERED HANG-UP CALLS
------------------- ----------------------------
Zero - 4.5% 2.00%
4.51 - 4.65% 5.50%
4.66 - 4.8% 7.70%
4.81 - 4.95% 9.42%
4.96% - 5.1% 11.09%
5.11 - 5.25% 13.31%
5.26 - 5.41% 15.97%
Above 5.41% Exempt
A-17
D. For cases where the monthly call traffic exceeds 7% (seven per cent)
of the traffic as originally forecast, the CONTRACTED PARTY should
consider the application of the "Regressive Monthly Forecast
Deviation Table" given below, for billing purposes.
E. For cases where the monthly call traffic is below 90% of the traffic
originally forecast, the CONTRACTED PARTY should consider 90%
(ninety per cent) of the forecast monthly call traffic, for billing
purposes.
Definition of monthly traffic: monthly traffic = total volume of calls x
TMA/60
REGRESSIVE MONTHLY FORECAST DEVIATION TABLE
% Busiest Day (DMM) NEW UNANSWERED HANG-UP CALLS
7.00% 2.00%
8.00% 4.00%
9.00% 7.00%
10.00% 10.00%
11.00% 13.00%
12.00% 16.00%
13.00% 19.00%
14.00% 22.00%
15.00% 25.00%
1.1.2. Once the CONTRACTED PARTY is officially notified by the CONTRACTING PARTY
of a foreseen increase in the number of contacts due to advertisements,
campaigns, news items, new regulations and others, the CONTRACTED PARTY will
have 15 (fifteen) days to adapt the rendering of the services to the new
characteristics, notifying the CONTRACTING PARTY of the new conditions to be
applied to the Contact Center services. This period will be required when the
event(s) prompt an increase of more than 7% (seven per cent) of the planned
monthly traffic and / or a concentration of calls higher than 4.5% (four point
five per cent) on the Busiest Day compared to the traffic for the month.
1.1.3. In the case outlined above, should it be unable to meet this deadline
promptly, the CONTRACTED PARTY will request an additional period in order to
meet the needs of the CONTRACTING PARTY, doing its utmost in business terms to
adapt to this request.
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1.1.4. It is hereby agreed that the CONTRACTED PARTY will be wholly responsible
for drafting the Calls Forecast. The CONTRACTING PARTY will make information
known thereto available to the CONTRACTED PARTY, when causing direct or indirect
impacts on call volumes.
2. BILLING
2.1. Halts in the Operations
2.1.1. In case of any events that may halt the operations, the causes
thereof should be identified, in order to establish the appropriate
responsibilities and liabilities, as follows:
2.1.2. When the causes are related to personnel management and / or
maintenance contracts covering the technological facilities, the liability
will be assigned to the CONTRACTED PARTY, which should issue invoices in
compliance with the operations effectively carried out.
2.1.3. When the causes are related to the systems and/ or infrastructure
and / or lack of investments in technology owned by the CONTRACTING PARTY
and for which it is responsible, liability will be assigned to the
CONTRACTING PARTY, which should remunerate the operation, taking the
following aspects into consideration for billing purposes:
Services contracted by Minute Spoken: Billing at 93% (ninety-three per
cent) of the forecast monthly traffic.
2.2. Loss of billing information
2.2.1. In situations where there is a partial or total loss of billing
information for a period, once all attempts have been exhausted to recover
the data, the CONTRACTING PARTY should remunerate the CONTRACTED PARTY,
replacing the adversely affected period by a similar period calculated on
the basis of the historical records for the 3 (three) previous months.
2.3. Billing by Minute Spoken
2.3.1. The billing for the services contracted by Minute Spoken should be
undertaken on the basis of the following conditions:
A. On the 16th (sixteenth) day of the month in which the service
is being rendered, the CONTRACTED PARTY will ascertain the
Minutes Spoken from the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month,
jointly with the CONTRACTING PARTY, based on the Reports
agreed between the Parties, and duly documented;
B. Any fines imposed for non-compliance with the Performance
Ratings (SLA) should be deducted from this amount, pursuant to
Item 5 of this Annex.
2.3.2. The Minute Spoken is taken as the Total Attendance Time spent by
the agents in a Group / Specialty for answering the calls, including
"conversation", "hold" and "post-service".
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Minute Spoken = TMA X Calls Answered
---------------------------
60
3. OPERATIONAL COMMUNICATIONS
3.1. Within no more than 24 (twenty-four) hours, the CONTRACTED PARTY
should provide the operators with all operating information forwarded
through formal notification by the CONTRACTING PARTY.
4. REPORTS
4.1. The Management and Oversight Reports used as benchmarks should be
stratified and made available through the website (portal) of the
CONTRACTING PARTY by the 5th (fifth) business day of each month, except
the FCL9 Reports.
4.2. The CONTRACTED PARTY should draw up a report stating the reason for
not meeting the targets agreed with the CONTRACTING PARTY for any
indicator listed in the Reports. The CONTRACTED PARTY should give the
reasons and describe the actions taken, specifying the starting and
finishing date and the resources involved in each action.
4.3. Should the service platforms not allow some data to be extracted that
appear in the Reports for a period, on a contingency basis, these data may
be obtained on the basis of a reference week, calculated on the basis of
the average for the 3 (three) previous months.
5. PERFORMANCE RATINGS (SLA)
The CONTRACTED PARTY will size its management and operating structure in
compliance with the technical expertise and quantity criteria as applicable and
in order to endow each location with guarantees and maintenance of the
satisfaction levels required by the CONTRACTING PARTY, as well as complying with
the quality targets and deadlines.
The CONTRACTED PARTY should remedy its performance within no more than 5 (five)
days, should it be rated as below standard. Other than for matters that are the
responsibility of the CONTRACTING PARTY, the CONTRACTED PARTY will undertake the
actions required to maintain the performance parameters, being exempt from any
penalty imposed by the CONTRACTING PARTY.
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5.1. Definition of the Indicators
INDICATOR DESCRIPTION AND CALCULATION FORMULA
--------- -----------------------------------
UNANSWERED HANG-UP CALLS (%):
Percentage of Unanswered Hang-Up Calls as from 11 seconds,
in each 1/2 hour interval, with
IND.01 the calculation formula being: (A/B) x 100, where: A =
Number of Unanswered Hang-Up Calls as from 11 seconds and B
= Total response through personalized services.
5.1.2. The indicators defined in this Annex will be reassessed on an
annual basis or at any time in order to comply with the requirements of
the CONTRACTING PARTY and / or ANATEL.
5.1.3. The alteration or introduction of indicators should be notified to
the CONTRACTED PARTY for assessing the period required to implement the
necessary measures and the possible impact on the sizing and / or the
price of the services.
5.2. Fines established on the percentage reached of the performance rating
parameters
5.2.1. The CONTRACTED PARTY will be assessed on a daily basis for
analyzing the performance ratings stipulated in Item 5.1 of this Annex.
5.2.2 Should the CONTRACTED PARTY perform below target, the CONTRACTING
PARTY will acquire the right to impose a fine in compliance with the
Tables in Item 5.3, with such fine being deducted from the billing
corresponding to the period verified for each of the Performance Ratings
(SLA) (cumulative). On ANATEL metering days, the fines will be calculated
in compliance with the Tables in Items 5.5.2 and 5.5.3.
5.2.3. For cases where the CONTRACTING PARTY is solely responsible for the
drop in the rating, the CONTRACTED PARTY should be reimbursed for the
fines imposed during the period, provided that occurrences are formally
recorded in the daily report and attached to the invoice.
5.3. Fine for Unanswered Hang-Up Calls (%)
The fines imposed for the volume of Unanswered Hang-Up Calls (per 1/2 hour), is
described in the calculation below.
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Calculation Formula
SERVICE LEVEL I FINE
< 50% Speaking Time X (1.50)
50% - 70% Speaking Time X (1.00)
> 70% Speaking Time X (0.75)
5.3.1 On the ANATEL Measuring Days, for the purposes of applying the fine,
the regulation described in Items 5.5.2 and 5.5.3 of this Annex should be
followed.
5.4. When performance indicator(s) fall below the threshold 3 (three)
consecutive months and are not rectified after proper notifications, the
CONTRACTING PARTY will have the right to rescind the Contract, in pursuance to
Clause 11 of the Contract.
5.5 Standards established by ANATEL
5.5.1. Definition of Peak Periods (PMMs)
Pursuant to the GENERAL QUALITY TARGETS PLAN, Chapter II, Article 2, Item V, the
Busiest Period for the purposes of checking the indicators is:
Morning: 09:00h - 11:00h
Afternoon: 14:00h - 16:00h
Night: 20:00h - 22:00h
On the ANATEL metering days (DDX), the CONTRACTED PARTY will be assessed in
order to analyze the performance ratings listed in this Annex.
Should the CONTRACTED PARTY perform below target, the CONTRACTING PARTY will
acquire the right to impose a fine as shown in the following Table, with such
fine being deducted from the amount corresponding to the period verified for
each of the Performance Ratings (SLA) (cumulative), except for situations in
which the CONTRACTING PARTY is solely responsible for the drop in the rating,
which should be described in the Occurrence Report forwarded on a daily basis
and attached to the Invoice.
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WITH PERIODS DESCRIPTION AND CALCULATION FORMULA
------------ --------------------------------------------------------------
IND.02 SERVICE LEVEL I:
Incoming: Percentage of calls arising from personalized
services and answered within ten seconds: calculation formula
as follows: (A/B) x 100, where A = calls deriving from
personalized services and answered within ten seconds, within
a 1/2 hour interval, added to the total number of Unanswered
Hang-Up Calls within ten seconds, and B = calls deriving from
the personalized service within a 1/2 hour interval.
SERVICE LEVEL I - FINANCIAL (NS.1F):
This is the weighted average of the NS.1 for the 48 x 1/2
hours in the day, with periods whose fines have been covered
by the CONTRACTING PARTY replaced by the target for each
interval ( 1/2 hour).
IND.03 SERVICE LEVEL II:
Percentage of calls deriving from personalized service and
answered within 35 seconds, with their calculation formula
being (A/B) x 100, where A = calls deriving from the
personalized service and answered within 35 seconds, within a
1/2 hour interval, added to the total number of Unanswered
Hang-Up Calls within 35 seconds, and B = total number of calls
deriving from the personalized service within a 1/2 hour
interval.
5.5.2 NS.1 (FCL9-10")
PERIOD PERFORMANCE DOWNGRADE FINE CHECKED
---------------------- -------------------- ---------- --------- ----------------
98% in 10" - [*****]
97% in 10" 1% [*****]
96% in 10" 2% [*****]
95% in 10" 3% [*****]
94% in 10" 4% [*****]
DAILY PMMS 09H - 11H 93% in 10" 5% [*****] Every 1/2 hour.
14H - 16H 92% in 10" 6% [*****]
20H - 22H 91% in 10" 7% [*****]
90% in 10" 8% [*****]
89% in 10" 9% [*****]
88% in 10" 10% [*****]
Less than 88% in 10" -
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5.5.3 NS.2 (FCL9-35")
PERIOD PERFORMANCE DOWNGRADE FINE CHECKED
---------------------- -------------------- ---------- --------- ---------------
100% within 35" - [*****] Every 1/2 hour.
99% within 35" 1% [*****]
98% within 35" 2% [*****]
97% within 35" 3% [*****]
96% within 35" 4% [*****]
DAILY PMMS 09H - 11H 95% within 35" 5% [*****]
14H - 16H 94% within 35" 6% [*****]
20H - 22H 93% within 35" 7% [*****]
92% within 35" 8% [*****]
91% within 35" 9% [*****]
90% within 35" 10% [*****]
Less than 90% in 35" -
6. HUMAN RESOURCES
6.1. Staff Selection
6.1.1. The following Table presents the curricular requirements to be
taken into consideration for the recruitment and selection of candidates
for the Positions listed in this Table:
Information
Services Position Education Experience Technology
-------- ----------- ------------- ------------------------ --------------
Information; six
Operator I High School months Customer Services Windows
Diploma (desirable) environment
Services Operator II High School 6 months Operator I Windows
Diploma (desirable) environment
1 year Supervisor
Supervisor Undergraduate Customer Services Office
(desirable) (desirable)
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6.2. Training
6.2.1. The CONTRACTED PARTY is responsible for training its staff in
response and negotiation techniques, as well as transferring all the
training supplied by the CONTRACTING PARTY.
6.2.2. The CONTRACTING PARTY will be responsible for the Multiplicatory
Agent Training Sessions required to render the services covered by this
Annex, such as: training sessions focused on the legacy systems, products
and services required to perform the operating activities, in addition to
the costs of such training sessions, but with no responsibility for the
infrastructure that will transfer these activities to the operators.
6.3. Initial Training
6.3.1. The following Table presents the Modules constituting the
Capacity-Building Program for new employees hired by the CONTRACTED PARTY.
The Parties may update the content of these Programs at any time in order
to adapt them to the requirements of the operations, provided that common
agreement is reached thereon.
QUALITY
OPERATOR MONITOR Supervisor
--------- -------- ----------
BEHAVIOR MODULE
Basic Customer Care
Procedures. X X X
ORGANIZATION MODULE
Overview of
Telecommunications,
Organizational / Institutional
Aspects Telemar. X X X
OPERATIONS MODULE
Legacy Systems, Scripts
and Procedures. X X X
MONITORING MODULE
Monitoring, Recording and
Feedback Procedures. X
ADMINISTRATION AND
LEADERSHIP MODULE / Staff and
Team Management X
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6.3.2. The CONTRACTED PARTY should ensure that the operators begin work
only after they have completed the Initial Training Module, having
obtained grades that comply with the pre-defined approval ratings.
6.4. Capacity-building
6.4.1. The CONTRACTED PARTY should schedule the Capacity-Building Training
Sessions on the bases of the following criteria:
SERVICES GROUP (102) Monitoring 20 min/month
Training 120 min/month
6.4.2. The CONTRACTED PARTY should plan ahead and assign high priority to
the Capacity-Building Training Sessions in order to restore satisfactory
operator service standards, in the cases described below:
a. Operators scoring monitoring grades below 85 (eighty five);
b. Operators with scores below the acceptable standard stipulated
in the Quality Certification process (CEQUAL);
c. Unsatisfactory results in the Customer Satisfaction Survey or
Operator Performance Quality Monitoring services;
d. Results rated as unsatisfactory by ANATEL in terms of Operator
conduct;
e. Alterations to processes, procedures, business rules and / or
technology affecting the operator services.
6.4.3. Any hypotheses not covered in this document and situations where
the volume of Training Sessions required exceeds the implementation
capacity thereof, will be agreed upon by the Parties.
6.4.4. The duration of the Capacity-Building Training Sessions should
comply with the provisions in Item 6.4 of this Annex.
6.4.5. For Capacity-Building purposes, the training times allocated to
topics and priorities as defined by the Monitoring and Satisfaction
Surveys Ratings will be taken under consideration, ensuring that the
duration thereof is assigned to subjects ranked as high priority.
6.4.6. The Parties should agree on the duration (in hours) of the
Capacity-Building Training Sessions, required for special responses and
new services.
6.4.7. The CONTRACTED PARTY should schedule the Training Sessions in
compliance with the operator workloads, so that the service standards are
not adversely affected thereby, necessarily sized to the scale of the
operator capacity-building and training schedules.
6.4.8. The CONTRACTED PARTY should forward to the training and
capacity-building schedule for each site to the CONTRACTING PARTY on a
monthly basis, with information on
A-26
the services covered by the Training Sessions, the number of operators to
be trained, duration (in hours), and the location of the Training
Sessions.
6.4.9. The CONTRACTED PARTY should forward to the CONTRACTING PARTY a
Monthly Training Control Report covering the last month and containing
pertinent information, such as attendance and grades (where applicable).
6.5. Additional Training Sessions
a. For Training Sessions not covered in Items 6.3 and 6.4, the CONTRACTING
PARTY should draw up a training schedule for the Multiplicatory Agents,
lasting no more than 10 (ten) days, to be delivered to the CONTRACTED
PARTY with advance notice of 2 (two) days prior to the start of the
Training Sessions. The CONTRACTED PARTY should ensure that its
Multiplicatory Agents are available, provided that they are not involved
in other Training Sessions.
b. The CONTRACTED PARTY should draw up the Operator Training Program with
the objective of implementing the effective rendering of the services
within no more than 15 (fifteen) days, as from the end of the
Multiplicatory Agent Training Sessions.
c. Should the CONTRACTING PARTY request a Training Plan that requires
overtime or unforeseen outlays, such outlays will be for the account
thereof, with such amounts being estimated and agreed among the Parties
prior to the start of the Training Sessions.
d. Should the Operator Training Program exceed 10 (ten) days, the
CONTRACTING PARTY should raw up a training schedule that does not
adversely affect the Performance Ratings (SLA) of the operations.
7. DURATION
The services listed in this chart will be supplied for a period of 5
(five) years and 6 (six) months. On expiry of this period, the supply of
the services will be automatically renewed for 5 (five) years, unless any
of the Parties decide otherwise. Should any of the Parties decide not to
extend the contract, the Party adopting such decision should notify the
other with advance notice of 180 (one hundred and eighty) days, all as
stipulated in Item 14.1 of the Services Agreement regulating the business
relationship in question.
8. REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or
all of the services constituting this product called "102 -- Information",
rendered by the CONTRACTED PARTY, provided the respective impact thereof
does not result in an annual reduction of more than [*****] of the
revenues posted over the past 12 (twelve) months by the CONTRACTED PARTY
for this product. When such reduction exceeds [*****], the additional
amount will be considered as partial rescission, being subject to a
rescissory fine in such case equivalent to the amount corresponding to the
amount by which the monthly revenues are reduced, multiplied by [*****].
This amount should be calculated without including the [*****] reduction
permitted as described above, taking into consideration only the amount
exceeding the reduction limit allowed for the CONTRACTING PARTY. The fine
should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the
proportional aspects of the revenues into consideration.
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4.104 - Services (Telemar Customer Services)
The annual estimated fee for this service is [*****].
4.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
BILLING: by Minute Spoken (Speaking time)
OPERATING HOURS: 24 hours x 7 days a week
BILLING PERIOD: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
PRICES PER MINUTE SPOKEN:
R$ R$
Site (first three years of contract)* (after first three years of contract)**
------------------------ -------------------------------- ---------------------------------------
CE [*****] [*****]
MG [*****] [*****]
RJ [*****] [*****]
Advanced Screening - MG [*****] [*****]
Advanced Screening - RJ [*****] [*****]
Advanced Screening - CE [*****] [*****]
The CONTRACTED PARTY should calculate the price to 3 (three) decimal places.
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from Telemar.
**These amounts are subject to monetary restatement on an annual basis, pursuant
to Clause 8.8 of this Agreement.
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GENERAL CHARACTERISTICS
1. SIZING
1.1. Minute Spoken
1.1.1. For services contracted by Minute Spoken, the CONTRACTED PARTY is
responsible for the preparation of the forecast:
A. The forecast (contact volume - historical series) should be drawn up
for the next quarter (excluding the current month) on a monthly
basis, by the Services group.
B. The CONTRACTED PARTY should draw up the monthly forecast, which
should be submitted to the CONTRACTING PARTY for final validation
and agreement.
C. For the purposes of calculating the forecast, the CONTRACTED PARTY
should take as the Busiest Day (DMM), no more than 4.8% (four point
eight per cent) for CE and MG, and no more than 5.0% (five per cent)
for RJ, of the monthly volumes. For Busiest Day (DMM) percentages
for monthly volumes higher than those mentioned above, the
Regressive Table (DMM) presented below should be used for each Site,
as shown below:
REGRESSIVE TABLE FOR CE & MG
Busiest Day (DMM)
% Busiest Day (DMM) NEW UNANSWERED HANG-UP CALLS
Zero - 4.8% 2.00%
4.61 - 4.95% 5.50%
4.96 - 5.1% 7.70%
5.11 - 5.25% 9.24%
5.26% - 5.4% 11.09%
5.41 - 5.55% 13.31%
5.56 - 5.71% 15.97%
Above 5.71% Exempt
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REGRESSIVE TABLE FOR RJ
Busiest Day (DMM)
NEW UNANSWERED HANG-UP CALLS
----------------------------
Zero - 5.0% 2.00%
5.01 - 5.15% 5.50%
5.16 - 5.3% 7.70%
5.31 - 5.45% 9.24%
5.46% - 5.6% 11.09%
5.61 - 5.75% 13.31%
5.76 - 5.91% 15.97%
Above 5.91% Exempt
D. For cases where the monthly call traffic exceeds 7% (seven per cent)
of the traffic as originally forecast, the CONTRACTED PARTY should
consider the application of the "Regressive Monthly Forecast
Deviation Table" given below, for billing purposes.
E. For cases where the monthly call traffic is below 90% of the traffic
originally forecast, the CONTRACTED PARTY should consider 90%
(ninety per cent) of the forecast monthly call traffic, for billing
purposes.
Definition of monthly traffic: Total volume of calls x TMA/60
REGRESSIVE MONTHLY FORECAST DEVIATION TABLE
% Busiest Day (DMM) NEW UNANSWERED HANG-UP CALLS
-------------------- ----------------------------
7.00% 2.00%
8.00% 4.00%
9.00% 7.00%
10.00% 10.00%
11.00% 13.00%
12.00% 16.00%
13.00% 19.00%
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14.00% 22.00%
15.00% 25.00%
1.1.2. With the CONTRACTED PARTY notified by the CONTRACTING PARTY of a foreseen
increase in the number of contacts due to advertisements, campaigns, news items,
new regulations and others, the CONTRACTED PARTY will have 45 (forty five) days
to adapt the rendering of the services to the new characteristics, notifying the
CONTRACTING PARTY of the new conditions to be applied to the Contact Center
services. This period will be required when the event(s) prompt an increase of
more than 7% (seven per cent) of the planned monthly traffic and / or a
concentration of calls higher than 4.8% (four point eight per cent) on the
Busiest Day for CE and MG and 5% (five per cent) on the Busiest Day for RJ
compared to the traffic for the month.
1.1.3. In the case outlined above, should it not be possible to comply promptly
with the period, the CONTRACTED PARTY will request an additional period in order
to meet the needs of the CONTRACTING PARTY, doing its utmost in business terms
to adapt to the request issued by the latter.
1.1.4. It is hereby agreed that as from 2004, the CONTRACTED PARTY will be
wholly responsible for drafting the calls forecast. The CONTRACTING PARTY will
make information known thereto available to the CONTRACTED PARTY that causes
direct or indirect impact on the calls volume.
The following list presents but does not exhaust the main information required
for preparing the calls forecast:
A. Media Campaign
B. Expansion of the Subscriber Base
C. Increase in Calls
D. Modifications to the Billing Cycle
E. Modifications to the Bills Layout
F. Introduction of New Services
G. Increase in Tariffs
H. Network Maintenance / Modernization Plans
I. Increase in the faults / repairs rate x terminal in service
J. Installation or removal of the Audible Response Unit (ARU) function.
Additionally, the Parties may identify new points at any time causing an impact
on the calls forecast, which should be promptly notified.
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The absence of such information or situations constituting Act of God or Force
Majeure will exempt the CONTRACTED PARTY from penalties stipulated for
rendering services related to the calls forecast.
1.1.5 The CONTRACTING PARTY should regularly make the posting schedule
available by region and notify the CONTRACTED PARTY of alterations to the
postage dates at least 2 (two) business days in advance for postponement and 4
(four) business days when the posting is brought forward.
2. Billing
2.1 Halts in the Operations
2.1.1 In case of any events that may halt the operations, the causes
thereof should be identified, in order to establish the appropriate
responsibilities and liabilities, as follows:
2.1.2 When the causes are related to personnel management and / or
maintenance contracts covering the technological facilities, the liability
will be assigned to the CONTRACTED PARTY, which should issue invoices in
compliance with the operations effectively carried out.
2.1.3 When the causes are related to the systems and / or infrastructure
under the responsibility of the CONTRACTING PARTY, then it should
remunerate the operation, considered for billing purposes:
Services contracted by Minute Spoken: Billing at 93% (ninety per cent) of
the forecast monthly traffic;
2.2 Loss of billing information
2.2.1 In situations where there is a partial or total loss of billing
information for a period, once all attempts have been exhausted to recover
the information, the CONTRACTING PARTY should remunerate the CONTRACTED
PARTY, replacing the adversely affected period by a similar period
calculated on the basis of the historical records for the 3 (three)
previous months.
2.3 Billing per Minute Spoken
2.3.1 The billing for the services contracted by Minute Spoken should be
undertaken on the basis of the following conditions:
A. On the 16th (sixteenth) day of the month in which the service
is rendered, the CONTRACTED PARTY will verify the Minutes
Spoken from the 16th (sixteenth) day of the previous month to
the 15th (fifteenth) day of the current month, jointly with
the CONTRACTING PARTY, based on the Reports agreed between the
Parties, and duly documented.
B. Any fines imposed for non-compliance with the Performance
Ratings (SLA) will be deducted from this amount, pursuant to
Item 5 of this Annex.
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2.3.2. The Minute Spoken is taken to be the Total Attendance Time spent by
the agents in a Group / Specialty to answer the calls, including
"Conversation", "Hold" and "Post-Service".
Minute Spoken = TMA X Calls Answered
--------------------
60
3. OPERATIONAL COMMUNICATIONS
3.1. Within no more than 24 (twenty-four) hours, the CONTRACTED PARTY
should provide the operators with all operating information forwarded
through formal notification by the CONTRACTING PARTY.
4. REPORTS
4.1. The Management and Oversight Reports used as benchmarks should be
stratified and made available through the website (portal) of the
CONTRACTING PARTY by the 5th (fifth) business day of each month, except
the FCL9 Reports.
4.2. The CONTRACTED PARTY should draw up a report stating the reason for
not meeting the targets agreed with the CONTRACTING PARTY for any
indicator listed in the Reports. The CONTRACTED PARTY should give the
reasons and describe the actions taken, specifying the starting and
finishing date and the resources involved in each action.
4.3. Should the service platforms not allow some data to be extracted that
appear in the Reports for a period, on a contingency basis, these data may
be obtained on the basis of a reference week, calculated on the basis of
the average for the 3 (three) previous months.
5. PERFORMANCE RATINGS (SLA)
The CONTRACTED PARTY will size its management and operating structure in
compliance with the technical expertise and quantity criteria as applicable and
in order to endow each location with guarantees and maintenance of the
satisfaction levels required by the CONTRACTING PARTY, as well as complying with
the quality targets and deadlines.
The CONTRACTED PARTY should remedy its performance within no more than 5 (five)
days, should it be rated as below standard. Other than for matters that are the
responsibility of the CONTRACTING PARTY, the CONTRACTED PARTY will undertake the
actions required to maintain the performance parameters, being exempt from any
penalty imposed by the CONTRACTING PARTY.
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5.1. Definition of the Indicators
INDICATOR DESCRIPTION AND CALCULATION FORMULA
----------- --------------------------------------------------------------
UNANSWERED HANG-UP CALLS (%):
Percentage of Unanswered Hang-Up Calls after
IND.01 11 seconds, in each 1/2 hour interval, with the calculation
formula being: (A/B) x 100, where: A = Number of Unanswered
Hang-Up Calls as from 11 seconds and B = Total response
through personalized services.
5.1.2. The indicators defined in this Annex will be reassessed on an
annual basis or at any time in order to comply with the requirements of
the CONTRACTING PARTY and / or ANATEL.
5.1.3. The alteration or introduction of indicators should be notified to
the CONTRACTED PARTY for assessing the period required to implement the
necessary measures and the possible impact on the sizing and / or the
price of the services.
5.2. Fines established on the percentage reached of the performance rating
parameters
5.2.1. The CONTRACTED PARTY will be assessed on a daily basis for
analyzing the performance ratings stipulated in Item 5.1 of this Annex.
5.2.2 Should the CONTRACTED PARTY perform below target, the CONTRACTING
PARTY will acquire the right to impose a fine in compliance with the
Tables in Item 5.3, with such fine being deducted from the billing
corresponding to the period verified for each of the Performance Ratings
(SLA) (cumulative). On ANATEL metering days, the fines will be calculated
in compliance with the Tables in Items 5.5.2 and 5.5.3.
5.2.3. For cases where the CONTRACTING PARTY is solely responsible for the
drop in the rating, the CONTRACTED PARTY should be reimbursed for the
fines imposed during the period, provided that such occurrences are
formally recorded in the daily report and attached to the invoice.
5.2.4. In case of any alterations to the posting date not in compliance
with the periods stipulated in Item 1.1.5, the CONTRACTED PARTY should
quash all fines for all periods on the day of the occurrence.
5.3. Fines for Unanswered Hang-Up Calls (%)
The fines imposed for the volume of Unanswered Hang-Up Calls (per 1/2 hour), is
described in the calculation below.
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Calculation Formula
SERVICE LEVEL I AMOUNT OF FINE (R$)
< 50% Speaking Time X [*****]
50% - 70% Speaking Time X [*****]
> 70% Speaking Time X [*****]
5.3.1 On the ANATEL Measuring Days, for the purposes of applying the fine,
the regulation described in Items 5.6.2 and 5.6.3 of this Annex should be
followed.
5.4. When performance indicator(s) fall below the threshold 3 (three)
consecutive months and are not rectified after proper notification, the
CONTRACTING PARTY will have the right to rescind the Contract, in pursuance to
Clause 11 of the Agreement.
5.5 Standards established by ANATEL
5.5.1. Definition of Peak Periods (PMMs)
Pursuant to the GENERAL QUALITY TARGETS PLAN, Chapter II, Article 2, Item V, the
Busiest Period for the purposes of checking the indicators is:
Morning: 09:00h - 11:00h
Afternoon: 14:00h - 16:00h
Night: 20:00h - 22:00h
On the ANATEL metering days (DDX), the CONTRACTED PARTY will be assessed in
order to analyze the performance ratings listed in this Annex.
Should the CONTRACTED PARTY perform below target, the CONTRACTING PARTY will
acquire the right to impose a fine as shown in the following Table, with such
fine being deducted from the amount corresponding to the period verified for
each of the Performance Ratings (SLA) (cumulative), except for situations in
which the CONTRACTING PARTY is solely responsible for the drop in the rating,
which should be described in the Occurrence Report forwarded on a daily basis
and attached to the Invoice.
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INDICATOR DESCRIPTION AND CALCULATION FORMULA
------------ --------------------------------------------------------------
IND.02 SERVICE LEVEL I:
Incoming: Percentage of calls arising from personalized
services and answered within ten seconds: calculation formula
as follows: (A/B) x 100, where A = calls deriving from
personalized services and answered within ten seconds, within
a 1/2 hour interval, added to the total number of Unanswered
Hang-Up Calls within ten seconds, and B = calls deriving from
the personalized service within a 1/2 hour interval.
SERVICE LEVEL I - FINANCIAL (NS.1F):
This is the weighted average of the NS.1 for the 48 x 1/2
hours in the day, with periods whose fines have been covered
by the CONTRACTING PARTY replaced by the target for each
interval ( 1/2 hour).
IND.03 SERVICE LEVEL II:
Percentage of calls deriving from personalized service and
answered within 35 seconds, with their calculation formula
being (A/B) x 100, where A = calls deriving from the
personalized service and answered within 35 seconds, within a
1/2 hour interval, added to the total number of Unanswered
Hang-Up Calls within 35 seconds, and B = total number of calls
deriving from the personalized service within a 1/2 hour
interval.
5.5.2 NS.1 (FCL9-10")
PERIOD PERFORMANCE DEGRADATION FINE CHECKED
--------------------- -------------------- ------------ ----------- ---------------
98% within 10" - [*****]
97% within 10" 1% [*****]
96% within 10" 2% [*****]
DAILY PMM 09H - 11H 95% within 10" 3% [*****]
14H - 16H 94% within 10" 4% [*****] Every 1/2 hour
20H - 22H 93% within 10" 5% [*****]
92% within 10" 6% [*****]
91% within 10" 7% [*****]
90% within 10" 8% [*****]
89% within 10" 9% [*****]
88% within 10" 10% [*****]
Below 88% within 10" -
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5.5.3 NS.2 (FCL9-35")
PERIOD PERFORMANCE DEGRADATION FINE CHECKED
--------------------- -------------------- ------------ ----------- ---------------
100% within 35" - [*****]
99% within 35" 1% [*****]
98% within 35" 2% [*****]
97% within 35" 3% [*****]
96% within 35" 4% [*****]
09H - 11H 95% within 35" 5% [*****] Every 1/2 hour.
DAILY PMM 14H - 16H 94% within 35" 6% [*****]
20H - 22H 93% within 35" 7% [*****]
92% within 35" 8% [*****]
91% within 35" 9% [*****]
90% within 35" 10% [*****]
Below 90% within 35" -
6. HUMAN RESOURCES
6.1. Staff Selection
6.1.1. The following Table presents the curricular requirements to be
taken into consideration for the recruitment and selection of candidates
for the Positions listed in this Table:
Services Position Education Experience Information Technology
-------------- ------------ ------------- ------------------- ----------------------
Information; six
Services Operator I High School months Customer Windows environment
Diploma Service
(desirable)
Operator II High School 6 months Operator I Windows environment
Diploma (desirable)
1 year Supervisor
Supervisor Undergraduate Customer Service Office
(desirable) (desirable)
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6.2. Training
6.2.1. The CONTRACTED PARTY is responsible for training its staff in
response and negotiation techniques, as well as transferring all the
training supplied by the CONTRACTING PARTY.
6.2.2. The CONTRACTING PARTY will be responsible for the multiplicatory
agent training sessions required to render the services covered by this
Annex, such as: training sessions focused on the legacy systems, products
and services required to perform the operating activities, in addition to
the costs of such training sessions, but with no responsibility for the
infrastructure that will transfer these activities to the operators.
6.3. Initial Training
6.3.1. The following Table presents the Modules constituting the
Capacity-Building Program for new employees hired by the CONTRACTED PARTY.
The Parties may update the content of these Programs at any time in order
to adapt them to the requirements of the operations, provided that common
agreement is reached thereon.
OPERATOR QUALITY MONITOR SUPERVISOR
---------- --------------- ------------
BEHAVIOR MODULE
Basic Customer Care
Procedures. X X X
ORGANIZATION MODULE
Overview of Telecommunications,
Organizational / Institutional
Aspects Telemar. X X X
OPERATIONS MODULE
Legacy Systems, Scripts and
Procedures. X X X
MONITORING MODULE
Monitoring, Recording and
Feedback Procedures. X
ADMINISTRATION AND
LEADERSHIP MODULE / Staff and
Team Management X
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6.3.2. The CONTRACTED PARTY should ensure that the operators begin work only
after they have completed the Initial Training Module, having obtained grades
that comply with the pre-defined approval ratings.
6.4. Capacity-building
6.4.1. The CONTRACTED PARTY should schedule the Capacity-Building Training
Sessions, based on the following criteria:
SERVICES GROUP (104) Monitoring 20 min/month
Training 360 min/month
6.4.2. The CONTRACTED PARTY plan ahead and assign high priority to the
Capacity-Building Training Sessions in order to restore satisfactory
operator service standards, as described below:
a. Operators scoring monitoring grades below 85 (eighty five);
b. Operators with scores below the acceptable standard stipulated
in the Quality Certification process (CEQUAL);
c. Unsatisfactory results in the Customer Satisfaction Survey or
Operator Performance Quality Monitoring services;
d. Results rated as unsatisfactory by ANATEL in terms of Operator
conduct;
e. Alterations to processes, procedures, business rules and / or
technology that affect the operator services.
6.4.3. Any hypotheses not covered in this document and situations where
the volume of Training Sessions required exceeds the implementation
capacity thereof, will be agreed upon by the Parties.
6.4.4. The duration of the Capacity-Building Training Sessions should
comply with the Table in Item 6.4.1 of this Annex.
6.4.5. For Capacity-Building purposes, the training times allocated to
topics and priorities as defined by the Monitoring and Satisfaction
Surveys Ratings will be taken under consideration, ensuring that the
duration thereof is assigned to subjects ranked as high priority.
6.4.6. The Parties should agree on the duration (in hours) of the
Capacity-Building Training Sessions, required for special responses:
Micro-Enterprises, Diamond, Velox, DVI and new services.
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6.4.7. The CONTRACTED PARTY should schedule the Training Sessions in
compliance with the operator workloads, so that the service standards are
not adversely affected thereby, necessarily sized to the scale of the
operator capacity-building and training schedules.
6.4.8. The CONTRACTED PARTY should forward to the training and
capacity-building schedule for each site to the CONTRACTING PARTY on a
monthly basis, with information on the services covered by the Training
Sessions, the number of operators to be trained, duration (in hours), and
the location of the Training Sessions.
6.4.9. The CONTRACTED PARTY should forward to the CONTRACTING PARTY a
Monthly Training Control Report covering the last month and containing
pertinent information, such as attendance and grades (where applicable).
6.5. Additional Training Sessions
a. For Training Sessions not covered in Items 6.3 and 6.4, the CONTRACTING
PARTY should draw up a training schedule for the Multiplicatory Agents,
lasting no more than 10 (ten) days, to be delivered to the CONTRACTED
PARTY with advance notice of 2 (two) days prior to the start of the
Training Sessions. The CONTRACTED PARTY should ensure that its
Multiplicatory Agents are available, provided that they are not involved
in other Training Sessions.
b. The CONTRACTED PARTY should draw up the Operator Training Program with
the objective of implementing the effective rendering of the services
within no more than 15 (fifteen) days, as from the end of the
Multiplicatory Agent Training Sessions.
c. Should the CONTRACTING PARTY request a Training Plan that requires
overtime or unforeseen outlays, such outlays will be for the account
thereof, with such amounts being estimated and agreed among the Parties
prior to the start of the Training Sessions.
d. Should the Operator Training Program exceed 10 (ten) days, the
CONTRACTING PARTY should draw up a training schedule that does not
adversely affect the Performance Ratings (SLA) of the operations.
7. DURATION
The services listed in this chart will be supplied for a period of 06 (six)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.
8. REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "104 -- Services", rendered by the
CONTRACTED PARTY, provided the respective impact thereof does not result in an
annual reduction of more than [*****] of the
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revenues posted over the past 12 (twelve) months by the CONTRACTED PARTY for
this product. When such reduction exceeds [*****], the additional amount will be
considered as partial rescission, being subject to a rescissory fine in such
case equivalent to the amount corresponding to the amount by which the monthly
revenues are reduced, multiplied by [*****]. This amount should be calculated
without including the [*****] reduction permitted as described above, taking
into consideration only the amount exceeding the reduction limit allowed for the
CONTRACTING PARTY. The fine should be paid by the CONTRACTING PARTY reducing the
services requested from the CONTRACTED PARTY, both adopting this stance and
taking the proportional aspects of the revenues into consideration.
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5. Credit Recovery Unit -- Telemar
The annual estimated fee for this service is [*****]
5.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)
BILLING
Retail: Variable Remuneration
Specialized Collection: Full Attendance Position (PA)
OPERATING HOURS
Service Operating Hours
------------------------------------------ -----------------------------------------------------
Retail -- Tele-Collections Defined by the CONTRACTED PARTY, in compliance with
the business strategy
Retail -- Voice Message
Specialized Collection -- Tele-Collections 08:00h -- 17:42h -- Monday -- Friday
Service Site Amount (R$)
------------------------------------------ ---- ----------------------------------------
CE [*****]
Specialized Collection - Tele-Collections MG [*****]
Retail Back Office - Settlement in Installments CE [*****]
- Terminals Removed
MG
Retail - Tele-Collections CE Variable Remuneration (Item 4)
GENERAL CHARACTERISTICS:
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1. PURPOSE
1.1. To recover credits from Telemar customers in default by rendering
services through the Call Center and Voice Message channels, duly defined
in this document.
2. SCOPE OF SERVICE
2.1. Segmentation of the Operations:
2.1.1. Retail:
- Unpaid bills, with no settlement through installments
included, issued by the Retail Business Unit in arrears
>= 10 and <= 90 days, with a debt >= R$ 25.00.
- Unpaid bills, with no settlement through installments
included, issued by the Retail Business Unit in arrears
>= 10 and <= 90 days, with a CPF/CNPJ Tax No. debt <= R$
2,999.99.
- Unpaid bills, with no settlement through installments
included, issued by the Retail Business Unit in arrears
>= 2 and <= 35 days, with a CPF/CNPJ Tax No. debt <= R$
2,999.99.
- Settlement through Installments for customers of the
Retail Business Unit and CPF/CNPJ Tax No. Corporate
Business Unit <= R$ 2,999.99 that are removed.
2.1.2. Specialized Collections:
- Terminals in arrears of Corporate Business Unit with
bills >= 30 and <= 180 days in arrears and total debt x
CPF/CNPJ Tax No. >= R$ 3,000.00.
2.1.3. Both of these operations cover all the branches of the
CONTRACTING PARTY.
2.2. Strategy:
2.2.1. Retail: All administration should be handled by the
CONTRACTED PARTY.
- All alterations in the strategy will be advised with 24
(twenty-four) hours notice to the CONTRACTING PARTY.
2.2.2. Specialized Collections: All administration should be handled
by the CONTRACTED PARTY and notified to the CONTRACTING
PARTY.
- All alterations in the strategy will be advised with 24
(twenty-four) hours notice to the CONTRACTED PARTY.
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3. INLOADS AND OUTLOADS
3.1. On Friday every week, the CONTRACTING PARTY should forward 100% of
the additional overdue bills to the CONTRACTED PARTY (additional to
the last inload batch), pursuant to the criteria in Items 2.1.1 and
2.1.2, which may not exceed the days in arrears as specified below:
- Retail Operation: Bills >= 10 and <= 16 days in arrears
and bills with settlements through installments included
>= 2 and <= 9 days in arrears.
- Specialized Collection Operation: Bills >=30 and <=36
days in arrears.
3.1.1. The CONTRACTING PARTY should forward the inload data promptly
at the scheduled time, as specified below:
- BA and MG Regional Offices: Every Saturday by
midday.
- Rio de Janeiro Regional Office: every Saturday by
17:00 hours.
- CE and PE Regional Offices: Every Sunday by
midday.
3.2. Every day, the CONTRACTING PARTY should forward 100% of the
additional outload bills to the CONTRACTED PARTY (additional to the
last outload batch) for reasons of payment and other motives.
3.2.1. The CONTRACTING PARTY should forward the outload data
strictly on schedule, as specified below:
- BA, MG, RJ, CE and PE Regional Offices: Tuesday -
Saturday inclusive by 08:00 hours
3.2.2. The CONTRACTED PARTY will automatically outload all bills for
a terminal due to expiry of period, under the following
conditions:
- Most recent ▇▇▇▇ for the terminal under the Retail
Business Unit and in arrears >= 101 days.
- Most recent ▇▇▇▇ for the terminal under the Corporate
Business Unit, CPF/CNPJ Tax No. <=R$ 2,999.99 and in
arrears >=101 days.
- Most recent ▇▇▇▇ for the terminal under the Corporate
Business Unit, CPF/CNPJ Tax No. >=R$ 3,000.00 and in
arrears >=195 days.
- ▇▇▇▇ including settlement through installments in
arrears >=46 days and the most recent ▇▇▇▇ for the
terminal in arrears >=46 days.
A-44
3.3. Any alteration to the inload and outload processes will be subject
to prior analysis by the CONTRACTED PARTY in order to assess its
impacts and determine the deadlines and costs thereof.
4. BILLING
4.1. Variable Remuneration Calculation Model
4.1.1. Retail: The variable remuneration calculation takes place
through weighting the following variables:
4.1.1.1. Reversal of Billing Harvest:
- The Billing Harvest is defined as the set of all overdue
bills, as specified in Items 2.1.1 and 3.0, forwarded by
the CONTRACTING PARTY and inloaded by the CONTRACTED
PARTY, whose due dates refer to a specific billing month
of the CONTRACTING PARTY.
- The CONTRACTING PARTY will remunerate the CONTRACTED
PARTY at 0.94% (zero point nine four per cent) of the
amounts recovered on the bills forwarded by the
CONTRACTING PARTY for collection by the CONTRACTED
PARTY.
- The annual target set for the CONTRACTED PARTY is 88.0%
(eighty eight per cent) of the reversal of the bills
paid up to 90 (ninety) consecutive days in arrears on
the amount to be collected through the Billing Harvest
(called the "roll-over fee"). This percentage is broken
out each month as agreed between the Parties. Depending
on the collections performance in terms of this target
for the "roll-over fee" (88.0%), the remuneration of the
CONTRACTED PARTY will increase or decrease as described
below:
The CONTRACTING PARTY will pay additional
remuneration consisting of 0.25% (zero point two
five per cent) for each 0.88% (zero point eight
eight per cent) over the percentage target of
the "roll-over fee" agreed to between the
Parties (88.0%). The same will occur for the
remuneration reduction indicator, using a
percentage of 0.08% (zero point zero eight per
cent) for each 0.88% (zero point eight eight per
cent) that the CONTRACTED PARTY performs below
target (88.0%).
- There is also a step-up or step-down for the basic
monthly amount of the Billing Harvest of R$ 420 million
(four hundred and twenty million Reais) in collections.
For a variation of more than 1% (one per cent) of this
volume, 0.025% (zero point zero two five per cent) will
be added to the basic remuneration rate. For a variation
in volumes of less than 1% (one per cent), the basic
remuneration rate will be reduced by 0.025% (zero point
zero two five per cent). The threshold for the Billing
Harvest value is R$ 400 million (four hundred million
Reais), with no remuneration reduction index above this
volume.
A-45
4.1.1.2. Cancellation of Terminals:
- Monthly terminals removed target as agreed periodically
among the Parties.
- Bonus of R$ 10.00 for each terminal not cancelled (over
target), with the maximum bonus level being 10% (ten per
cent) above target.
- Penalty of R$ 5.00 (five Reais) for each terminal
cancelled above target, with the penalty ceiling being
15% (fifteen per cent) above target.
- Only terminals with open service orders for removal will
be taken under consideration for cancellation, other
than those removed due to failure to pay the connection
fees and for total cut-off due to non-payment (BPI).
4.1.1.3. Settlement through Installments:
- The CONTRACTING PARTY will pay the CONTRACTED PARTY the
amount of R$ 4,730.00 x Attendance Positions (PA) /
month (CE SITE value) for handling settlements through
installment for terminals removed.
4.1.2. Specialized Collections: The calculation of the payment per
Attendance Position (PA) is undertaken as follows:
- N degrees of Attendance Positions (PAs) / Site X Attendance Position
(PA) Value (according to the Table in this Annex)
4.2. Calculation Periods:
4.2.1. Retail:
- The CONTRACTED PARTY and the CONTRACTING PARTY will check the
Billing Harvest recovery rates for the last 3 (three) complete
months by the 15th (fifteenth) day of each month, using the Billing
Harvest Report as a checking tool, as agreed by the Parties, and
applying the rules specified in Item 4.1.1.
- The Parties hereby agree that billing for the remuneration on
Terminal Cancellation is based on the outcome of the calculations
covering the first to the final day of the previous month.
- In case of total or partial loss of data on some variable, after
making every attempt to recover the information, the CONTRACTING
PARTY will remunerate the CONTRACTED PARTY by substituting the data
for the adversely affected period through an average indicator for
the past three months.
A-46
4.2.2. Specialized Collections:
- The Parties agree that metering the number of Attendance Positions
(PAs) for billing these operations will run from the 16th
(sixteenth) day of the previous month through to the 15th
(fifteenth) day of the current month.
4.2.3. Any Other Services categorized as Recovery of Retail Credit that
may need to be contracted by the CONTRACTING PARTY or offered by
the CONTRACTED PARTY will be added to this Annex as an Amendment
hereto, having been discussed in a specific Forum.
5. HUMAN RESOURCES
5.1. Staff Selection
5.1.1. The following Table presents the curricular requirements to
be taken into consideration for the recruitment and selection of
candidates for the Positions listed in this Table:
5.2. Training
5.2.1. The CONTRACTED PARTY is responsible for training its staff in
response and negotiation techniques, as well as transferring all the
training supplied by the CONTRACTING
5.2.2. The CONTRACTING PARTY will be responsible for the
Multiplicatory Agent Training Sessions required to render the
services covered by this Annex, such as: training sessions focused
on the legacy systems, products and services required to perform the
operating infrastructure that will transfer these activities to the
operators.
5.3. Initial Training
5.3.1. The following Table presents the Modules constituting the
Capacity-Building Program for new employees hired by the CONTRACTED
PARTY. The Parties may update the content of these Programs at any
time in order to adapt them to the requirements of the operations,
provided that common agreement is reached thereon.
A-47
OPERATOR QUALITY MONITOR SUPERVISOR
BEHAVIOR MODULE
Basic Customer Care Procedures. X X X
ORGANIZATION MODULE
Overview of Telecommunications, X X X
Organizational / Institutional Aspects
Telemar.
OPERATIONS MODULE
Legacy Systems, Scripts and Procedures. X X X
MONITORING MODULE
Monitoring, Recording and Feedback X
Procedures.
ADMINISTRATION AND LEADERSHIP MODULE / X
Staff and Team Management
5.3.2. The CONTRACTED PARTY should ensure that the operators begin work
only after they have completed the Initial Training Module, having
obtained grades that comply with the pre-defined approval ratings.
5.4. Capacity-building
5.4.1. The CONTRACTED PARTY should schedule the Capacity-Building Training
Sessions on the bases of the following criteria:
GROUP UP Monitoring 20 min/ month
Training 360 min/ month
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5.4.2. The CONTRACTED PARTY plan ahead and assign high priority to the
Capacity-Building Training Sessions in order to restore satisfactory
operator service standards, as described below:
a. Operators scoring monitoring grades below 85 (eighty five);
b. Operators with scores below the acceptable standard stipulated in
the Quality Certification process (CEQUAL);
c. Unsatisfactory results in the Customer Satisfaction Survey or
Operator Performance Quality Monitoring services;
d. Results rated as unsatisfactory by ANATEL in terms of Operator
conduct;
e. Alterations to processes, procedures, business rules and / or
technology that affect the operator services.
5.4.3. Any hypotheses not covered in this document and situations where
the volume of Training Sessions required exceeds the implementation
capacity thereof, will be agreed upon by the Parties.
5.4.4. The duration of the Capacity-Building Training Sessions should
comply with the provisions in Item 4.4 of this Annex.
5.4.5. For Capacity-Building purposes, the training times allocated to
topics and priorities as defined by the Monitoring and Satisfaction
Surveys Ratings will be taken under consideration, ensuring that the
duration thereof is assigned to subjects ranked as high priority.
5.4.6. The Parties should agree on the duration (in hours) of the
Capacity-Building Training Sessions, required for special responses and
new services.
5.4.7. The CONTRACTED PARTY should schedule the Training Sessions in
compliance with the operator workloads, so that the service standards are
not adversely affected thereby, necessarily sized to the scale of the
operator capacity-building and training schedules.
5.4.8. The CONTRACTED PARTY should forward to the training and
capacity-building schedule for each site to the CONTRACTING PARTY on a
monthly basis, with information on the services covered by the Training
Sessions, the number of operators to be trained, duration (in hours), and
the location of the Training Sessions.
5.4.9. The CONTRACTED PARTY should forward to the CONTRACTING PARTY a
Monthly Training Control Report covering the last month and containing
pertinent information, such as attendance and grades (where applicable).
5.5. Additional Training Sessions
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a. For Training Sessions not covered in Items 5.3 and 5.4, the
CONTRACTING PARTY should draw up a training schedule for the
Multiplicatory Agents, lasting no more than 10 (ten) days, to be
delivered to the CONTRACTED PARTY with advance notice of 2 (two)
days prior to the start of the Training Sessions. The CONTRACTED
PARTY should ensure that its Multiplicatory Agents are available,
provided that they are not involved in other Training Sessions.
b. The CONTRACTED PARTY should draw up the Operator Training Program
with the objective of implementing the effective rendering of the
services within no more than 15 (fifteen) days, as from the end of
the Multiplicatory Agent Training Sessions.
c. Should the CONTRACTING PARTY request a Training Plan that
requires overtime or unforeseen outlays, such outlays will be for
the account thereof, with such amounts being estimated and agreed
among the Parties prior to the start of the Training Sessions.
d. Should the Operator Training Program exceed 10 (ten) days, the
CONTRACTING PARTY should draw up a training schedule that does not
adversely affect the Performance Ratings (SLA) of the operations.
6. DURATION
The services listed in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.
7. REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "Credit Recovery Unit", rendered
by the CONTRACTED PARTY, provided the respective impact thereof does not result
in an annual reduction of more than [*****] of the revenues posted over the past
12 (twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration respectively.
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6. Velox/DVI Assistance
The annual estimated fee for this service is [*****]
6.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)
BILLING: Full Attendance Position (PA)
OPERATING HOURS: 24 hours x seven days x week
BILLING PERIOD: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
SITE : RJ
R$ R$
(after first three years of
Service (first three years of contract)* contract)**
DVI Services [*****] [*****]
Velox Level 1 Service [*****] [*****]
Velox Level 2 Service [*****] [*****]
* Prices with discount for the first three years, due to the use of partially
depreciated call center assets, acquired from Telemar.
**These amounts will be subject to annual monetary restatement in compliance
with Clause 8.8 of this Agreement.
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GENERAL CHARACTERISTICS:
1. Attendance Position (PA)
The period for implementing the resized new services will depend on the
technical resources required and the length of time needed to recruit and
train the Human Resources, specifically for each service required by the
CONTRACTING PARTY, which should be agreed among the Parties.
For the current services, the implementation period of this resizing
process should comply with the duration (in hours) of the Training
Sessions stipulated for each contracted service.
In view of the possibility of the CONTRACTED PARTY providing customer
services through additional Attendance Positions (PAs), the Parties will
agree on such increase, in addition to alterations to the price thereof,
providing collateral covering the amounts due as payment thereon.
In order to handle any possible future campaigns, whose dates should be
notified by the CONTRACTING PARTY, the increase in the stipulated number
of Attendance Positions (PAs) should always comply with the availability
of the site(s) being requested by the CONTRACTED PARTY with advance notice
of 3 (three) business days, for operations on Saturdays, Sundays and
Holidays, and with advance notice of 15 (fifteen) days for operations on
business days. It is hereby established that such periods may be altered
through common agreement between the Parties.
The period for contracting the Attendance Positions (PAs) that will be
included in the services may not be less than 30 (thirty) days.
Any reduction in the Attendance Positions (PAs) should be requested by the
CONTRACTING PARTY with advance notice of 15 (fifteen) days and may not
exceed the 10% (ten per cent) monthly average quantity of Attendance
Positions (PAs) established for these services, with it being hereby
agreed that the Parties may concur on a shorter period and / or alteration
to the above percentage, should this be possible for the Customer Service.
Should the reduction in the Attendance Positions (PAs) requested by the
CONTRACTING PARTY result in a fraction, it is hereby agreed that this will
correspond to the full unit higher than such fraction.
2. BILLING
2.1 Halts in the Operations
2.1.1 In case of any events that may halt the operations, the causes
thereof should be identified, in order to establish the appropriate
responsibilities and liabilities, as follows:
2.1.2 When the causes are related to personnel management and / or
maintenance contracts covering the technological facilities, the liability
will be assigned to the CONTRACTED PARTY, which should issue invoices in
compliance with the operations effectively carried out.
2.1.3 When the causes are related to the infrastructure and / or lack of
investments in technology under the responsibility of the CONTRACTING
PARTY, it should remunerate the operation, considered for billing
purposes:
Services contracted by the Attendance Position (PA): Billing at 100%
(one hundred per cent) of the Attendance Positions (PAs) approved
for the period;
2.1.4. For other occurrences, such as partial interruptions, outside
events, brief downtime or slowdowns in the system that may affect the
performance of the operations and that were
A-52
proven to have been caused for matters that are the sole responsibility of
the CONTRACTING PARTY, it should remunerate the CONTRACTED PARTY,
replacing the adversely affected period by a similar period calculated on
the basis of the historical records for the 3 (three) previous months.
2.2 Loss of billing information
2.2.1 In situations where there is a partial or total loss of billing
information for a period, once all attempts have been exhausted to recover
the information, the CONTRACTING PARTY should remunerate the CONTRACTED
PARTY, replacing the adversely affected period by a similar period
calculated on the basis of the historical records for the 3 (three)
previous months.
2.3 The billing for the services contracted by the Attendance Position (PA)
should be undertaken on the basis of the following conditions:
a. On the 16th (sixteenth) day of the month in which the service
is rendered, the CONTRACTED PARTY will determine, jointly with
the CONTRACTING PARTY, the average number of Attendance
Positions (PAs) logged for the month, calculated as follows:
Average number of Attendance Positions (PAs) logged in the
month = Average number of Attendance Positions (PAs) logged
during the business days of the month.
Definitions:
a) X = CONTRACTED ATTENDANCE POSITIONS (PAS)
Number of Attendance Positions (PAs) contracted by the
customer
b) Y = DIFFERENCE IN ATTENDANCE POSITIONS (PAS) LOGGED ON /
ACTUAL X PLANNED
Actual number of Attendance Positions (PAs) logged on -
Planned number of Attendance Positions (PAs) logged on, for
each -1/2-hour interval .
c) W = (sigma) (DIFFERENCE IN ATTENDANCE POSITIONS (PAS)
LOGGED ON / ACTUAL X PLANNED) / 12
Sum of the Difference between the Actual and Planned
Attendance Positions (PAs) logged on during the 48 x -1/2
hours of the day, divided by 12 (number of intervals worked by
the operator).
d) X -- W = ATTENDANCE POSITIONS (PAS) LOGGED ON / DAY
Attendance Positions (PAs) contracted -- (sigma) Difference
between Actual and Planned
Attendance Positions (PAs) logged on
e) AVERAGE ATTENDANCE POSITIONS (PAS) LOGGED ON DURING
BUSINESS DAYS = (sigma) NUMBER OF ATTENDANCE POSITIONS (PAS)
LOGGED ON DURING BUSINESS DAYS
NUMBER OF BUSINESS DAYS
A-53
2.3.1. The Attendance Positions (PAs) will be deemed active when occupied for at
least four consecutive hours logged under any of the status situations listed
below:
a. In service (conversation, hold and / or post-service);
b. Paused, provided that this does not exceed 25 minutes;
c. Waiting to attend.
3. PERFORMANCE RATINGS (SLA)
3.1 SERVICE LEVEL I - Calls answered within 10 seconds
OPERATIONS INDICATORS TARGET CHECKED
------------------------------------------------ ------ -------
IND 01 NS I - % Calls answered within 10 seconds 88% Daily
Key Account 95% Daily
Major Accounts 95% Daily
Support for Major Accounts 95% Daily
3.2 SERVICE LEVELS I and II -- ANATEL Metering Day (DDX)
OPERATIONS INDICATORS TARGET CHECKED
-------------------------------------------------------- ------ ---------
IND 01 NS I - % Calls Answered within 10 seconds - (PMM) 98% -1/2 hour
IND 02 NS II - % Calls Answered within 35 seconds 100% -1/2 hour
4. HUMAN RESOURCES
4.1. Staff Selection
4.1.1. The following Table presents the curricular requirements to be
taken into consideration for the recruitment and selection of candidates
for the Positions listed in this Table:
A-54
Information
Services Position Education Experience Technology
-------- ----------- ------------------- ----------------- ------------
Information; six Windows
months Customer environment
Operator I High School Diploma Services
(desirable)
Services Operator II High School Diploma 6 months Operator Windows
I (desirable) environment
1 year Supervisor
Undergraduate Customer Services
Supervisor (desirable) (desirable) Office
4.2. Training
4.2.1. The CONTRACTED PARTY is responsible for training its staff in
response and negotiation techniques, as well as transferring all the
training supplied by the CONTRACTING PARTY.
4.2.2. The CONTRACTING PARTY will be responsible for the Multiplicatory
Agent Training Sessions required to render the services covered by this
Annex, such as: training sessions focused on the legacy systems, products
and services required to perform the operating activities, in addition to
the costs of such training sessions, but with no responsibility for the
infrastructure that will transfer these activities to the operators.
4.3. Initial Training
4.3.1. The following Table presents the Modules constituting the
Capacity-Building Program for new employees hired by the CONTRACTED PARTY.
The Parties may update the content of these Programs at any time in order
to adapt them to the requirements of the operations, provided that common
agreement is reached thereon.
QUALITY
OPERATOR MONITOR Supervisor
-------- ------- ----------
BEHAVIOR MODULE
Basic Customer Care Procedures. X X X
ORGANIZATION MODULE
Overview of X X X
A-55
Telecommunications, Organizational /
Institutional Aspects - Telemar.
OPERATIONS MODULE
Legacy Systems, Scripts and Procedures. X X X
MONITORING MODULE
Monitoring, Recording and Feedback X
Procedures.
ADMINISTRATION AND LEADERSHIP MODULE /
Staff and Team Management X
4.3.2. The CONTRACTED PARTY should ensure that the operators begin work
only after having completed the Initial Training Module, having obtained
grades that comply with the pre-defined approval ratings.
..4. Capacity building
4.4.1. The CONTRACTED PARTY should schedule the Capacity-Building Training
Sessions on the bases of the following criteria:
Monitoring 20 min/month
CORPORATE GROUP Training 360 min/month
--------------- ---------- -------------
4.4.2. The CONTRACTED PARTY plan ahead and assign high priority to the
Capacity-Building Training Sessions in order to restore satisfactory
operator service standards, as described below:
a. Operators scoring monitoring grades below 85 (eighty five);
b. Operators with scores below the acceptable standard stipulated in the
Quality Certification process (CEQUAL);
c. Unsatisfactory results in the Customer Satisfaction Survey or
Operator Performance Quality Monitoring services;
d. Results rated as unsatisfactory by ANATEL in terms of Operator
conduct;
A-56
e. Alterations to processes, procedures, business rules and / or
technology affecting the operator services.
4.4.3. Any hypotheses not covered in this document and situations where
the volume of Training Sessions required exceeds the implementation
capacity thereof, will be agreed upon by the Parties.
4.4.4. The duration of the Capacity-Building Training Sessions should
comply with the provisions in Item 4.4 of this Annex.
4.4.5. For Capacity-Building purposes, the training times allocated to
topics and priorities as defined by the Monitoring and Satisfaction
Surveys Ratings will be taken into consideration, ensuring that the
duration thereof is assigned to subjects ranked as high priority.
4.4.6. The Parties should agree on the duration (in hours) of the
Capacity-Building Training Sessions, required for special responses and
new services.
4.4.7. The CONTRACTED PARTY should schedule the Training Sessions in
compliance with the operator workloads, so that the service standards are
not adversely affected thereby, necessarily sized to the scale of the
operator capacity-building and training schedules.
4.4.8. The CONTRACTED PARTY should forward the training and
capacity-building schedule for each site to the CONTRACTING PARTY on a
monthly basis, with information on the services covered by the Training
Sessions, the number of operators to be trained, duration (in hours), and
the location of the Training Sessions.
4.4.9. The CONTRACTED PARTY should forward to the CONTRACTING PARTY a
Monthly Training and Refresher Training Control Report covering the last
month and containing pertinent information, such as attendance and grades
(where applicable).
4.5. Additional Training Sessions
a. For Training Sessions not covered in Items 4.3 and 4.4, the CONTRACTING
PARTY should draw up a training schedule for the Multiplicatory Agents,
lasting no more than 10 (ten) days, to be delivered to the CONTRACTED
PARTY with advance notice of 2 (two) days prior to the start of the
Training Sessions. The CONTRACTED PARTY should ensure that its
Multiplicatory Agents are available, provided that they are not involved
in other Training Sessions.
b. The CONTRACTED PARTY should draw up the Operator Training Program with
the objective of implementing the effective rendering of the services
within no more than 15 (fifteen) days, as from the end of the
Multiplicatory Agent Training Sessions.
c. Should the CONTRACTING PARTY request a Training Plan that requires
overtime or unforeseen outlays, such outlays will be for the account
thereof, with such amounts being estimated and agreed among the Parties
prior to the start of the Training Sessions.
d. Should the Operator Training Program exceed 10 (ten) days, the
CONTRACTING PARTY should draw up a training schedule that does not
adversely affect the Performance Ratings (SLA) of the operations.
A-57
5. DURATION
The services listed in this Chartwill be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the Contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.
6. REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "Corporate", rendered by the
CONTRACTED PARTY, provided the respective impact thereof does not result in an
annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.
A-58
7. CORPORATE SERVICES
The annual estimated fee for this service is [*****]
7.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
BILLING: Full Attendance Position (PA)
OPERATING HOURS:
Services Operating Hours
-------------------------- ----------------------------------
Oi Corporate 24 hours X 7 days a week
Key Account
08:00h - 20:00h - Monday to Friday
Major Accounts
Support for Major Accounts
BILLING PERIOD: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
SITE - RJ
Prices by Full Attendance Position (PA):
Services R$
------------------------- -------
Oi Corporate Service [*****]
Oi Corporate Back Office [*****]
Oi Corporate Service Data [*****]
PRICES BY FULL ATTENDANCE POSITION (PA):
A-59
R$ R$
Product (first three years of the contract)* (after first three years of the contract)**
-------------------------- ------------------------------------ -------------------------------------------
Key Account - Telemar [*****] [*****]
Major Accounts - Telemar [*****] [*****]
Support for Major Accounts
- Telemar [*****] [*****]
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
GENERAL CHARACTERISTICS:
1.1. Attendance Position (PA)
1.1 The period for implementing the resized new services will depend on
the technical resources required and the length of time needed to
recruit and train the Human Resources, specifically for each service
required by the CONTRACTING PARTY, which should be agreed among the
Parties.
1.2 For the current services, the implementation period of this resizing
process should comply with the duration (in hours) of the Training
Sessions stipulated for each contracted service.
1.3 In view of the possibility of the CONTRACTED PARTY providing
customer services through additional Attendance Positions (PAs), the
Parties will agree on such increase, in addition to alterations to
the price thereof, providing collateral covering the amounts due as
payment thereon.
1.4 In order to handle any possible future campaigns, whose dates should
be notified by the CONTRACTING PARTY, the increase in the stipulated
number of Attendance Positions (PAs) should always comply with the
availability of the site(s) being requested by the CONTRACTED PARTY
with advance notice of 3 (three) business days, for operations on
Saturdays, Sundays and Holidays, and with advance notice of 15
(fifteen) days for operations on business days. It is hereby
established that such periods may be altered through common
agreement between the Parties.
1.5 The period for contracting the Attendance Positions (PAs) that will
be included in the services may not be less than 30 (thirty) days.
1.6 Any reduction in the Attendance Positions (PAs) should be requested
by the CONTRACTING PARTY with advance notice of 15 (fifteen) days
and may not exceed the permitted limit of yearly reduction
established for these services, with it being hereby agreed that the
Parties may concur on a shorter period and / or alteration to the
above percentage, should this be possible for the Customer Service.
1.7 Should the reduction in the Attendance Positions (PAs) requested by
the CONTRACTING PARTY result in a fraction, it is hereby agreed that
this will correspond to the full unit higher
A-60
than such fraction.
2. BILLING
2.1 Halts in the Operations
2.1.1 In case of any events that may halt the operations, the causes
thereof should be identified, in order to establish the appropriate
responsibilities and liabilities, as follows:
2.1.2 When the causes are related to personnel management and / or
maintenance contracts covering the technological facilities, the liability
will be assigned to the CONTRACTED PARTY, which should issue invoices in
compliance with the operations effectively carried out.
2.1.3 When the causes are related to the infrastructure and / or lack of
investments in technology under the responsibility of the CONTRACTING
PARTY, then it should remunerate the operation, considered for billing
purposes:
Services contracted by the Attendance Position (PA): Billing at 100%
(one hundred per cent) of the Attendance Positions (PAs) approved for
the period;
2.1.4. For other occurrences, such as partial interruptions, outside
events, brief downtime or slowdowns in the system that may affect the
performance of the operations and that were proven to have been caused for
matters that are the sole responsibility of the CONTRACTING PARTY, it
should remunerate the CONTRACTED PARTY, replacing the adversely affected
period by a similar period calculated on the basis of the historical
records for the 3 (three) previous months.
2.2 Loss of billing information
2.1 In situations where there is a partial or total loss of billing
information for a period, once all attempts have been exhausted to recover
the information, the CONTRACTING PARTY should remunerate the CONTRACTED
PARTY, replacing the adversely affected period by a similar period
calculated on the basis of the historical records for the 3 (three)
previous months.
2.3 The billing for the services contracted by the Attendance Position (PA)
should be undertaken on the basis of the following conditions:
a. On the 16th (sixteenth) day of the month in which the service is
rendered, the CONTRACTED PARTY will calculate the average number of
the Attendance Positions (PAs) logged on during peak periods (HMM)
(average of the -1/2 hours) for the business days from the 16th
(sixteenth) day of the previous month to the 15th (fifteenth) day of
the current month, jointly with the CONTRACTING PARTY, based on the
Reports agreed between the Parties, and duly documented.
2.4. The Attendance Positions (PAs) will be deemed active when occupied for at
least four consecutive hours logged under any of the status situations listed
below:
a. In service (conversation, hold and / or post-service);
A-61
b. Paused, provided that this does not exceed 25 minutes;
c. Waiting to attend.
3. PERFORMANCE RATINGS (SLA)
3.1 SERVICE LEVEL I - Calls answered within 10 seconds
TARGET CHECKED
------ -------
IND 01 NS I - % Calls answered within 10 seconds 88% Daily
Key Account 95% Daily
Major Accounts 95% Daily
Support for Major Accounts 95% Daily
3.2 SERVICE LEVELS I and II -- ANATEL Metering Day (DDX)
OPERATIONS INDICATORS TARGET CHECKED
-------------------------------------------------------- ------ ---------
IND 01 NS I - % Calls Answered within 10 seconds - (PMM) 98% -1/2 hour
IND 02 NS II - % Calls Answered within 35 seconds 100% -1/2 hour
4. HUMAN RESOURCES
4.1. Staff Selection
4.1.1. The following Table presents the curricular requirements to be
taken into consideration for the recruitment and selection of candidates
for the Positions listed in this Table:
Services Position Education Experience Information Technology
-------- ---------- ----------- ------------------- ----------------------
Services Operator I High School Information; six
Diploma months Customer Windows
Services environment
(desirable)
Operator II High School 6 months Operator I Windows
Diploma environment
(desirable)
A-62
Services Position Education Experience Information Technology
-------- ---------- ------------- ------------------- ----------------------
1 year Supervisor
Undergraduate Customer Services
Supervisor (desirable) Office
(desirable)
4.2. Training
4.2.1. The CONTRACTED PARTY is responsible for training its staff in
response and negotiation techniques, as well as transferring all the
training supplied by the CONTRACTING PARTY.
4.2.2. The CONTRACTING PARTY will be responsible for the Multiplicatory
Agent Training Sessions required to render the services covered by this
Annex, such as: training sessions focused on the legacy systems, products
and services required to perform the operating activities, in addition to
the costs of such training sessions, but with no responsibility for the
infrastructure that will transfer these activities to the operators.
4.3. Initial Training
4.3.1. The following Table presents the Modules constituting the
Capacity-Building Program for new employees hired by the CONTRACTED PARTY.
The Parties may update the content of these Programs at any time in order
to adapt them to the requirements of the operations, provided that common
agreement is reached thereon.
QUALITY
OPERATOR MONITOR Supervisor
-------- ------- ----------
BEHAVIOR MODULE
Basic Customer Care Procedures. X X X
ORGANIZATION MODULE
Overview of Telecommunications,
Organizational / Institutional Aspects - X X X
Telemar.
OPERATIONS MODULE
Legacy Systems, Scripts and Procedures. X X X
A-63
MONITORING MODULE
Monitoring, Recording and Feedback X
Procedures.
ADMINISTRATION AND LEADERSHIP MODULE /
Staff and Team Management X
4.3.2. The CONTRACTED PARTY should ensure that the operators begin work
only after having completed the Initial Training Module, having obtained
grades that comply with the pre-defined approval ratings.
4.4. Capacity-building
4.4.1. The CONTRACTED PARTY should schedule the Capacity-Building Training
Sessions on the bases of the following criteria:
Monitoring 20 min/month
CORPORATE GROUP Training 360 min/month
--------------- ---------- -------------
4.4.2. The CONTRACTED PARTY plan ahead and assign high priority to the
Capacity-Building Training Sessions in order to restore satisfactory
operator service standards, as described below:
a. Operators scoring monitoring grades below 85 (eighty five);
b. Operators with scores below the acceptable standard stipulated in
the Quality Certification process (CEQUAL);
c. Unsatisfactory results in the Customer Satisfaction Survey or
Operator Performance Quality Monitoring services;
d. Results rated as unsatisfactory by ANATEL in terms of Operator
conduct;
e. Alterations to processes, procedures, business rules and / or
technology affecting the operator services.
4.4.3. Any hypotheses not covered in this document and situations where
the volume of Training Sessions required exceeds the implementation
capacity thereof, will be agreed upon by the Parties.
4.4.4. The duration of the Capacity-Building Training Sessions should
comply with the provisions in Item 4.4 of this Annex.
A-64
4.4.5. For Capacity-Building purposes, the training times allocated to
topics and priorities as defined by the Monitoring and Satisfaction
Surveys Ratings will be taken into consideration, ensuring that the
duration thereof is assigned to subjects ranked as high priority.
4.4.6. The Parties should agree on the duration (in hours) of the
Capacity-Building Training Sessions, required for special responses and
new services.
4.4.7. The CONTRACTED PARTY should schedule the Training Sessions in
compliance with the operator workloads, so that the service standards are
not adversely affected thereby, necessarily sized to the scale of the
operator capacity-building and training schedules.
4.4.8. The CONTRACTED PARTY should forward the training and
capacity-building schedule for each site to the CONTRACTING PARTY on a
monthly basis, with information on the services covered by the Training
Sessions, the number of operators to be trained, duration (in hours), and
the location of the Training Sessions.
4.4.9. The CONTRACTED PARTY should forward to the CONTRACTING PARTY a
Monthly Training and Refresher Training Control Report covering the last
month and containing pertinent information, such as attendance and grades
(where applicable).
4.5. Additional Training Sessions
a. For Training Sessions not covered in Items 4.3 and 4.4, the CONTRACTING
PARTY should draw up a training schedule for the Multiplicatory Agents,
lasting no more than 10 (ten) days, to be delivered to the CONTRACTED
PARTY with advance notice of 2 (two) days prior to the start of the
Training Sessions. The CONTRACTED PARTY should ensure that its
Multiplicatory Agents are available, provided that they are not involved
in other Training Sessions.
b. The CONTRACTED PARTY should draw up the Operator Training Program with
the objective of implementing the effective rendering of the services
within no more than 15 (fifteen) days, as from the end of the
Multiplicatory Agent Training Sessions.
c. Should the CONTRACTING PARTY request a Training Plan that requires
overtime or unforeseen outlays, such outlays will be for the account
thereof, with such amounts being estimated and agreed among the Parties
prior to the start of the Training Sessions.
d. Should the Operator Training Program exceed 10 (ten) days, the
CONTRACTING PARTY should draw up a training schedule that does not
adversely affect the Performance Ratings (SLA) of the operations.
5. DURATION
The services listed in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties
A-65
decide otherwise. Should any of the Parties decide not to extend the Contract,
the Party adopting such decision should notify the other with advance notice of
180 (one hundred and eighty) days, all as stipulated in Item 14.1 of the
Services Agreement regulating the business relationship in question.
6. REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "Corporate", rendered by the
CONTRACTED PARTY, provided the respective impact thereof does not result in an
annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.
A-66
8. TELEMAR RETENTION
The annual estimated fee for this service is [*****].
8.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
Service: Trouble Ticket (TT) / Incoming Retention
Billing: Minute Spoken (CE SITE)
Operating Hours: 08:00h - 22:00h, Monday to Saturday.
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices (Minute Spoken)
R$ R$
Site (first three years of the contract)* (after first three years of the contract)**
---- ------------------------------------ -------------------------------------------
CE [*****] [*****]
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
General Characteristics:
The Trouble Ticket (TT) Incoming Retention Service assists customers wishing to
cancel their telephone lines. This operation is segmented into three cells:
Silver and Bronze, Diamond and Gold, and Micro-Enterprises.
The Incoming Retention Service is contracted through the Speaking Time model,
meaning that there are no Attendance Positions (PAs) contracted.
Performance Ratings (SLA) - Valid only for the CE SITE. No Performance Ratings
(SLA) have been contracted for the MG SITE.
A-67
IND.01 -- SERVICE LEVEL III
(*) Fine charged on the Minute Spoken Value
SERVICE LEVEL FINE (*)
------------- --------
0 [*****]
1 [*****]
2 [*****]
3 [*****]
4 [*****]
5 [*****]
6 [*****]
14 [*****]
15 [*****]
16 [*****]
17 [*****]
18 [*****]
19 [*****]
20 [*****]
21 [*****]
22 [*****]
23 [*****]
24 [*****]
25 [*****]
26 [*****]
27 [*****]
28 [*****]
29 [*****]
30 [*****]
31 [*****]
32 [*****]
33 [*****]
34 [*****]
35 [*****]
36 [*****]
37 [*****]
38 [*****]
39 [*****]
40 [*****]
41 [*****]
42 [*****]
43 [*****]
44 [*****]
45 [*****]
46 [*****]
47 [*****]
48 [*****]
49 [*****]
50 [*****]
51 [*****]
52 [*****]
53 [*****]
54 [*****]
55 [*****]
56 [*****]
57 [*****]
58 [*****]
59 [*****]
60 [*****]
61 [*****]
62 [*****]
63 [*****]
64 [*****]
65 [*****]
66 [*****]
67 [*****]
68 [*****]
69 [*****]
70 [*****]
71 [*****]
72 [*****]
73 [*****]
74 [*****]
75 [*****]
76 [*****]
77 [*****]
78 [*****]
79 [*****]
80 [*****]
81 [*****]
82 [*****]
83 [*****]
84 [*****]
85 [*****]
86 [*****]
87 [*****]
88 [*****]
89 [*****]
90 [*****]
91 [*****]
92 [*****]
93 [*****]
▇-▇▇
▇▇▇.▇▇ -- % BAD CALLS
(*) Fine charged on the value of the Minute Spoken
% BAD CALLS FINE (*)
----------- --------
0% - 8% [*****]
8.1% [*****]
8.2% [*****]
8.3% [*****]
8.4% [*****]
8.5% [*****]
8.6% [*****]
8.7% [*****]
8.8% [*****]
8.9% [*****]
9.0% [*****]
9.1% [*****]
9.2% [*****]
9.3% [*****]
9.4% [*****]
9.5% [*****]
9.6% [*****]
9.7% [*****]
9.8% [*****]
9.9% [*****]
10.0% [*****]
10.1% [*****]
10.2% [*****]
10.3% [*****]
10.4% [*****]
10.5% [*****]
10.6% [*****]
10.7% [*****]
10.8% [*****]
10.9% [*****]
11.0% [*****]
11.1% [*****]
11.2% [*****]
11.3% [*****]
11.4% [*****]
11.5% [*****]
11.6% [*****]
11.7% [*****]
11.8% [*****]
11.9% [*****]
12.0% [*****]
12.1% [*****]
12.2% [*****]
12.3% [*****]
12.4% [*****]
12.5% [*****]
12.6% [*****]
12.7% [*****]
12.8% [*****]
12.9% [*****]
13.0% [*****]
13.1% [*****]
13.2% [*****]
13.3% [*****]
13.4% [*****]
13.5% [*****]
13.6% [*****]
13.7% [*****]
13.8% [*****]
13.9% [*****]
14.0% [*****]
14.1% [*****]
14.2% [*****]
14.3% [*****]
14.4% [*****]
14.5% [*****]
14.6% [*****]
14.7% [*****]
14.8% [*****]
14.9% [*****]
15.0% [*****]
15.1% [*****]
15.2% [*****]
15.3% [*****]
15.4% [*****]
15.5% [*****]
15.6% [*****]
15.7% [*****]
15.8% [*****]
15.9% [*****]
16.0% [*****]
16.1% [*****]
16.2% [*****]
16.3% [*****]
16.4% [*****]
16.5% [*****]
16.6% [*****]
16.7% [*****]
16.8% [*****]
16.9% [*****]
17.0% [*****]
17.1% [*****]
17.2% [*****]
A-69
IND.03 -- RETENTION INDEX
(*) Accelerator applied to the Minute Spoken value
Performance ACCELERATOR (*) FROM TO PERIOD
----------- --------------- ------- ------- ------
60% - 64.9% 0.5% [*****] [*****]
65% - 69.9% 1% [*****] [*****]
70% - 74.9% 1.5% [*****] [*****]
75% - 79.9% 2% [*****] [*****]
Monthly
80% - 84.9% 2.5% [*****] [*****]
85% - 89.9% 3% [*****] [*****]
90% - 94.9% 3.5% [*****] [*****]
95% - 100% 4% [*****] [*****]
▇-▇▇
▇▇▇.▇▇ -- % TMK MARKING
(*) Fine charged on the Minute Spoken Value
MARKING FINE
TMK MARKING (*)
----------- ------------
90.0% [*****]
90.1% [*****]
90.2% [*****]
90.3% [*****]
90.4% [*****]
90.5% [*****]
90.6% [*****]
90.7% [*****]
90.8% [*****]
90.9% [*****]
91.0% [*****]
91.1% [*****]
91.2% [*****]
91.3% [*****]
91.4% [*****]
91.5% [*****]
91.6% [*****]
91.7% [*****]
91.8% [*****]
91.9% [*****]
92.0% [*****]
92.1% [*****]
92.2% [*****]
92.3% [*****]
92.4% [*****]
92.5% [*****]
92.6% [*****]
92.7% [*****]
92.8% [*****]
92.9% [*****]
93.0% [*****]
93.1% [*****]
93.2% [*****]
93.3% [*****]
93.4% [*****]
93.5% [*****]
93.6% [*****]
93.7% [*****]
93.8% [*****]
93.9% [*****]
94.0% [*****]
94.1% [*****]
94.2% [*****]
94.3% [*****]
94.4% [*****]
94.5% [*****]
94.6% [*****]
94.7% [*****]
94.8% [*****]
94.9% [*****]
95.0% [*****]
95.1% [*****]
95.2% [*****]
95.3% [*****]
95.4% [*****]
95.5% [*****]
95.6% [*****]
95.7% [*****]
95.8% [*****]
95.9% [*****]
96.0% [*****]
96.1% [*****]
96.2% [*****]
96.3% [*****]
96.4% [*****]
96.5% [*****]
96.6% [*****]
96.7% [*****]
96.8% [*****]
96.9% [*****]
97.0% [*****]
97.1% [*****]
97.2% [*****]
97.3% [*****]
97.4% [*****]
97.5% [*****]
97.6% [*****]
97.7% [*****]
97.8% [*****]
97.9% [*****]
98.0% [*****]
98.1% [*****]
98.2% [*****]
98.3% [*****]
98.4% [*****]
98.5% [*****]
98.6% [*****]
98.7% [*****]
98.8% [*****]
98.9% [*****]
99.0% [*****]
99.1% [*****]
99.2% [*****]
99.3% [*****]
99.4% [*****]
99.5% [*****]
99.6% [*****]
99.7% [*****]
99.8% [*****]
99.9% [*****]
100.0% [*****]
A-71
8.2 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
SERVICE: Velox Incoming Retention
BILLING: by Attendance Position (PA)
OPERATING HOURS: 08:00h - 22:00h, Monday to Saturday.
BILLING PERIOD: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Site (first three years of contract)* (after first three years of the contract)**
---- -------------------------------- -------------------------------------------
CE [*****] [*****]
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY.
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
General Characteristics:
Consists of specialized services for customers wishing to cancel their Velox
product, providing them with full information and listing the benefits as
required to keep them in our base. Our intention is not only to retain our
customers, but also to build up their loyalty.
A-72
8.3 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
Service: SI Incoming Retention
Billing: by Attendance Position (PA)
Operating Hours: 08:00h - 22:00h, Monday to Saturday.
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Site (first three years of contract)* (after first three years of contract)**
---- -------------------------------- ---------------------------------------
CE [*****] [*****]
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
General Characteristics:
Consists of specialized services for customers wishing to cancel their Smart
Services, providing them with full information and listing the benefits as
required to keep them in our base. At the moment, we service only customers with
IDTC or packages including IDTC.
Performance Ratings (SLA)
No Performance Ratings contracted.
A-73
8.4 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
Service: BPR Outgoing Retention
Billing: by Attendance Position (PA)
Operating Hours: 08:00h - 22:00h, Monday to Saturday.
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Site (first three years of contract)* (after first three years of the contract)**
---- -------------------------------- -------------------------------------------
CE [*****] [*****]
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
General Characteristics:
Retention services for customers whose lines are partially blocked, in order to
convince the customer to have the telephone line reconnected.
Performance Ratings (SLA)
IND 01 - Number of Contacts with Right Person (CPCs) per month: 54,000
(considering the CPC for BPR and BPI)
A-74
8.5 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
Service: Outgoing Retention BPI
Billing: by Attendance Position (PA)
Operating Hours: 08:00h - 22:00h, Monday to Saturday.
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Site (first three years of contract)* (after first three years of the contract)**
---- -------------------------------- -------------------------------------------
CE [*****] [*****]
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
General Characteristics:
Assisting customers whose telephone lines are partially disconnected due to
non-payment, in order to negotiate the customer's debt and revert this to bring
the customer back to active status in the base.
Performance Ratings (SLA)
IND 01 - Number of Contacts with Right Persons (CPC) per month: 54,000 (CPC for
BPR and BPI)
A-75
8.6 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
Service: Connection Fee Collection / Outgoing Retention
Billing: by Attendance Position (PA)
Operating Hours: 08:45h - 21:15h, Monday to Saturday.
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Site (first three years of contract)* (after first three years of the contract)**
---- -------------------------------- -------------------------------------------
CE [*****] [*****]
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
General Characteristics:
The Connection Fee Collection (THAB) consists of effectively collecting the
Connection Fee or obtaining a promise to pay on the next business day. This
increases the confirmed inflow of revenues brought in by the services rendered
while ensuring that the customer remains in the active consumption base as duly
paid up.
Performance Ratings (SLA)
No Performance Ratings contracted.
A-76
8.7 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
Service: Consumption Consulting / Outgoing Retention
Billing: by Attendance Position (PA)
Operating Hours: 08:00h - 20:30h, Monday to Saturday.
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Site (first three years of contract)* (after first three years of the contract)**
---- -------------------------------- -------------------------------------------
CE [*****] [*****]
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
General Characteristics:
This operation consists of outgoing contacts with customers at high risk of
default with considerable increases in their last telephone bills. This contact
advises customers on how to control their consumption better, preventing them
from defaulting.
Performance Ratings (SLA)
No Performance Ratings contracted.
A-77
8.8 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
Service: Post-Sales Welcome TT
Billing: by Attendance Position (PA)
Operating Hours: 08:35h - 21:15h, Monday to Saturday.
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Site (first three years of contract)* (after first three years of the contract)**
---- -------------------------------- -------------------------------------------
CE [*****] [*****]
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
General Characteristics:
The purpose of this operation is to contact customers within 5 (five) days of
acquiring their telephone lines in order to welcome them to the company and
offer them products and services that are tailored to their needs.
Performance Ratings (SLA)
No Performance Ratings contracted.
A-78
8.9 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
Service: Velox Post Sales Welcome and Post Repair
Billing: by Attendance Position (PA)
Operating Hours: 08:35h - 21:15h, Monday to Saturday.
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Site (first three years of contract)* (after first three years of the contract)**
---- -------------------------------- -------------------------------------------
CE [*****] [*****]
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
General Characteristics:
The Velox Welcome service is designed to contact customers within 5 (five) days
of acquiring the Velox product and 45 (forty-five) days after installation in
order to ensure that these customers are satisfied with the product. The Velox
Post-Repair Service contacts the customer after a call to the help desk, in
order to ensure that the customer`s request was handled in a satisfactory
manner.
Performance Ratings (SLA)
No Performance Ratings contracted.
A-79
8.10 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
Service: Building up Customer Loyalty / Retention Incoming
Billing: Minute Spoken
Operating Hours: 08:00h - 22:00h, Monday to Saturday.
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Site (first three years of contract)* (after first three years of the contract)**
---- -------------------------------- -------------------------------------------
CE [*****] [*****]
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
General Characteristics:
The Customer Loyalty Retention Service consists of responding to NRES customers
wishing to cancel their CSP exclusivity plans through 31.
The Incoming Customer Loyalty Retention Service is contracted on the Speaking
Time model, meaning that there is no specific number of Attendance Positions
(PAs) contracted.
This operation is currently shared with the incoming Micro-Enterprise segment
operation.
Performance Ratings (SLA)
There are no specific indicators for the Customer Loyalty operation. However, as
these services are shared with the TT incoming retention services, the minute
value may be affected (fine and accelerator), depending operation the
Performance Rating (SLA) of this operation. (See the Annex TT incoming
retention)
A-80
8.11 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)
and Training Sessions.
Service: BackOffice Retention
Billing: by Attendance Position (PA)
Operating Hours: 08:00h - 20:30h, Monday to Saturday.
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Site (first three years of contract)* (after first three years of the contract)**
---- -------------------------------- -------------------------------------------
CE [*****] [*****]
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These
amounts will be subject to monetary restatement on an annual basis, pursuant to
Clause 8.8 of this Agreement
General Characteristics:
Operations support area in charge of dealing with requests opened while
responding to calls.
Performance Ratings (SLA)
No Performance Ratings contracted.
TRAINING
The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:
- Initial Training: Consists of the Training required for each
operator to begin work in the respective service cells, in order to
ensure a proper understanding of the various types of
A-81
information related thereto. Responsibility of the CONTRACTED PARTY.
This includes the start-up of a service, as well as the replacement
of operators due to normal staff turnover. When the Human Resources
are already employed by the CONTRACTED PARTY and are migrating from
another operation, the training costs will be for the account of the
CONTRACTING PARTIES, which will discuss these amounts among
themselves.
- Refresher Training : Consists of update training in information for
the respective services cells and upgrading the operators for
rendering the services, as follows:
When the service is contracted by Attendance Position (PA): the
CONTRACTED PARTY is responsible for the Refresher Training costs,
for no more than 5 (five) days/year per operator. The costs of any
additional periods will be for the account of the CONTRACTING
PARTIES, which will discuss these amounts among themselves
When the service is contracted by Minute Spoken: the cost for a
period of up to 5 (five) days/year, this will be the responsibility
of the CONTRACTING PARTIES, in accordance with the "Minutes Spoken"
Price List, which constitutes an integral part of this document.
DURATION
The services listed in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.
REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "TELEMAR RETENTION", rendered by
the CONTRACTED PARTY, provided the respective impact thereof does not result in
an annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.
A-82
9. OI RETENTION
The annual estimated fee for this service is [*****].
9.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
Service: Oi - MG Site / Incoming Retention
Billing: by Attendance Position (PA)
Operating Hours: 08:00h - 20:00h, Monday to Saturday
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
Site R$
---- -------
MG [*****]
General Characteristics:
The Oi incoming retention service assists customers wishing to cancel their
mobile telephone line.
Performance Ratings (SLA)
IND.01 -- SERVICE LEVEL (80% in 20 seconds)
TRAINING
The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:
- INITIAL TRAINING: Initial Training: Consists of the Training
required for each operator to begin work in the respective service
cells, in order to ensure a proper understanding of the various
types of information related thereto. Responsibility of the
CONTRACTED PARTY. This includes the start-up of a service, as well
as the replacement of operators due to
A-83
normal staff turnover. When the Human Resources are already employed
by the CONTRACTED PARTY and are migrating from another operation,
the training costs will be for the account of the CONTRACTING
PARTIES, which will discuss these amounts among themselves.
- Refresher Training : Consists of update training in information for
the respective services cells, upgrading the operators fore
rendering the services, as follows:
When the service is contracted by Attendance Position (PA): the
CONTRACTED PARTY is responsible for the Refresher Training costs,
for no more than 5 (five) days/year per operator. The costs of any
additional periods will be for the account of the CONTRACTING
PARTIES, which will discuss these amounts among themselves.
When the service is contracted by Minute Spoken: the cost for a
period of up to 5 (five) days/year, this will be the responsibility
of the CONTRACTING PARTIES, in accordance with the "Minutes Spoken"
Price List, which constitutes an integral part of this document.
DURATION
The services covered in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.
REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "OI RETENTION", rendered by the
CONTRACTED PARTY, provided the respective impact thereof does not result in an
annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.
A-84
10. Telemar Telemarketing Retail
The annual estimated fee for this service is R$ 50,430,000.00 (fifty million,
four hundred and thirty thousand Reais).
10.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
Service: Back Office Sales PE
Billing: Attendance Position (PA) fixed
Operating Hours: Monday to Saturday, 08:00h - 20:00h
Billing Period: 16 day of the previous month to the 15th (fifteenth) day of the
current month
Prices:
R$ R$
Service (first three years of contract)* (after first three years of the contract)**
---------------------------- -------------------------------- -------------------------------------------
Back Office - Sales Position [*****] [*****]
(PV) 12 hours
Back Office - Sales Position [*****] [*****]
(PV) eight hours
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
A-85
GENERAL CHARACTERISTICS
3 (three) Customer Service Desks
- Desk 1 -> Incoming Services = Telemar Points of Sale Services - Agents
call in to register new sales.
Targets:
NS II = 80% of the calls answered within 35 seconds
TMV = Calls Answered x TMA
N(degree) of Applications Registered
- Desk 2: Outgoing Services -- Contacts with customers whose products have
not been installed (customer withdraws, address not found etc.)
Targets:
% New Installations x Attendance Position (PA): 50%
% Contacts made - 60%
- Desk 3: Credit Constraints -- Dealing with customers whose credit
screenings show constraints (Transact)
Targets:
80% Contacts Approved and Denied
100% of pending matters dealt within 48 hours
TRAINING
BO Sales: Duration - 15 days
A-86
10.2 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
Product: Retail Telemarketing - Site BA
Billing: Fixed Sales Position (PV)
Operating Hours: Incoming: Monday to Saturday, 08:00h - 22:00h
Outgoing: Monday to Saturday, 09:00h - 21:00h
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Product (first three years of contract)* (after first three years of the contract)**
------- -------------------------------- -------------------------------------------
LD [*****] [*****]
-----------------
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
Performance Ratings (SLA)
IND.01- SERVICE LEVEL I
PERIOD PERFORMANCE CHECKED
------ ----------- -------
Daily 88% within 10" Every -1/2
hour
IND.02 - SERVICE LEVEL II
PERIOD PERFORMANCE CHECKED
------ ----------- -------
Daily 88% within 35" Every -1/2
hour
A-87
Service Characteristics
Long Distance Products Sales Service
Billing by Full Sales Position (PV)
TRAINING
LD: Duration - 16 days
Initial New Product Training / Customer Cost.
Initial Training to replace Staff Turnover Contax cost.
Refresher Training / Contax cost.
A-88
10.3 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)
Service: Retail Telemarketing BA and MG Sites
Billing: Fixed + Variable
Operating Hours: Incoming: Monday to Saturday, 08:00h - 22:00h
Outgoing: Monday to Saturday, 09:00h - 21:00h
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Service (first three years of contract)* (after first three years of the contract)**
------- -------------------------------- -------------------------------------------
TT [*****] [*****]
Velox [*****] [*****]
-----------------
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
A-89
GENERAL CHARACTERISTICS
Win to Win Remuneration Model: consists of applying the respective percentage of
the remuneration to the value of the Attendance Position (PA), in terms of
reaching the target agreed periodically among the Parties, as shown below:
0 - 75% x target => [*****] of the price of the Full Sales Position (PV)
100% x target => [*****] of the price of the Full Sales Position (PV)
130% x target => [*****] of the price of the Full Sales Position (PV)
The following Table gives a Sales Position (PV) simulation remuneration by
percentage of targets reached for net sale and installation compared to the
agreed targets shown in this Table:
%
Target
Reached Fixed Portion Total
------- ------------- -----
75% [*****] [*****]
76% [*****] [*****]
77% [*****] [*****]
78% [*****] [*****]
79% [*****] [*****]
80% [*****] [*****]
81% [*****] [*****]
82% [*****] [*****]
83% [*****] [*****]
84% [*****] [*****]
85% [*****] [*****]
86% [*****] [*****]
87% [*****] [*****]
88% [*****] [*****]
89% [*****] [*****]
90% [*****] [*****]
91% [*****] [*****]
92% [*****] [*****]
93% [*****] [*****]
94% [*****] [*****]
95% [*****] [*****]
A-90
96% [*****] [*****]
97% [*****] [*****]
98% [*****] [*****]
99% [*****] [*****]
100% [*****] [*****]
101% [*****] [*****]
102% [*****] [*****]
103% [*****] [*****]
104% [*****] [*****]
105% [*****] [*****]
106% [*****] [*****]
107% [*****] [*****]
108% [*****] [*****]
109% [*****] [*****]
110% [*****] [*****]
111% [*****] [*****]
112% [*****] [*****]
113% [*****] [*****]
114% [*****] [*****]
115% [*****] [*****]
116% [*****] [*****]
117% [*****] [*****]
118% [*****] [*****]
119% [*****] [*****]
120% [*****] [*****]
121% [*****] [*****]
122% [*****] [*****]
123% [*****] [*****]
124% [*****] [*****]
125% [*****] [*****]
126% [*****] [*****]
127% [*****] [*****]
128% [*****] [*****]
129% [*****] [*****]
130% [*****] [*****]
131% [*****] [*****]
TT Operating Hours at the BA site:
Incoming:
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Monday - Friday 07:00h - 22:00 h (100% of the operations)
Saturdays 08:00h - 22:00 h (70% of the operations)
Sundays 08:00h - 22:00 h (30% of the operations)
The outgoing and incoming TT and Velox Operating Hours in Minas Gerais begin 15
minutes before and 15 minutes after the BA Operating Hours (described above).
PERFORMANCE RATINGS (SLA)
IND.01- SERVICE LEVEL I
PERIOD PERFORMANCE CHECKED
------ ----------- -------
Daily 88% within 10" Every -1/2
hour
IND.02 - SERVICE LEVEL II
PERIOD PERFORMANCE CHECKED
------ ----------- -------
Daily 88% within 35" Every -1/2
hour,
Training
- TT: Duration - 19 days
- Velox: Duration - 14 days
A-92
10.4 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)
Product: BO Retail Telemarketing - Rio de Janeiro Site
Billing: Fixed Sales Position (PV)
Operating Hours: Outgoing - Monday to Saturday, 09:00h - 21:00h
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Service (first three years of contract)* (after first three years of the contract)**
------- -------------------------------- -------------------------------------------
LD [*****] [*****]
-----------------
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
GENERAL CHARACTERISTICS
Operation focused enhancing customer loyalty,
Main Ratings : % Market Share and Success Rate
Operation without Dialer
Training
LD: Duration - 15 days
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10.5 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)
Service: BO Retail Telemarketing - RJ Site
Billing: Fixed Sales Position (PV)
Operating Hours: Outgoing: Monday to Saturday, 09:00h - 21:00h
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Service (first three years of contract)* (after first three years of the contract)**
------- -------------------------------- -------------------------------------------
VELOX PENDING [*****] [*****]
TT PENDING [*****] [*****]
BackOffice VELOX [*****] [*****]
-----------------
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
GENERAL CHARACTERISTICS
Solving problems arising during product installation
Operation without Dialer
A-94
10.6 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)
Service: BO Retail Telemarketing - RJ Site
Billing: Fixed Sales Position (PV)
Operating Hours: Outgoing: Monday to Saturday, 09:00h - 21:00h
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month
Prices:
R$ R$
Service (first three years of contract)* (after first three years of the contract)**
------- -------------------------------- -------------------------------------------
VELOX [*****] [*****]
-----------------
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
GENERAL CHARACTERISTICS
Main Ratings: Products Sold
Operation using Contax dialer
HUMAN RESOURCES
- Recruitment and selection
The CONTRACTED PARTY is responsible for handling the recruitment and
selection of all the Human Resources required by and allocated to the
Telesales operations, The recruitment and selection process should be
designed to ensure the profile, qualifications (technical and
A-95
behavioral) and periods agreed between the CONTRACTING PARTY and the
CONTRACTED PARTY,
The Parties hereby agree that the CONTRACTING PARTY may modify the
profile, qualifications and periods mentioned in Item 3.1 provided that
this is done with advance notice of 30 (thirty) consecutive days.
The CONTRACTING PARTY reserves the right to audit selected processes in
order to ensure that the contracted resources comply with the profile
stipulated thereby.
The CONTRACTED PARTY should notify the CONTRACTING PARTY and reach
agreement on all and any alterations to the sales staff (dismissals,
lay-offs, resignations and / or transfers), whenever such changes reach or
exceed 10% (ten per cent) of the staff each month Should the CONTRACTING
PARTY request the transfer of sales staff from one operation to another,
the implantation schedule should include the training required for the new
operation and the replacement of the transferred staff.
- Initial and Refresher Training Sessions
The CONTRACTED PARTY should apply the Capacity-Building Model agreed among
the Parties to all Human Resources in direct contact with customers (sales
staff and supervisors) for Products and Behavioral Training Sessions, The
CONTRACTED PARTY is responsible for training its staff in response and
negotiation techniques, sales techniques and other Technical or Behavioral
Training Sessions as required for the good performance of its Human
Resources assigned to the Telesales Operations, as well as transferring
all the training supplied by the CONTRACTING PARTY,
The preparation of the training materials covering the characteristics and
benefits of each product, as well as the Capacity-Building Sessions run
for the Instructors and / or Multiplicatory Agents of the CONTRACTED PARTY
are the responsibility of the CONTRACTING PARTY when a new operation or
sales campaign is being implemented, The Materials should be delivered by
the CONTRACTING PARTY at least 3 (three) business days prior to start of
the Training Sessions,
The CONTRACTED PARTY is responsible for the training and capacity building
of its team of Instructors and / or Multiplicatory Agents through classes,
presentation techniques and instruction,
The CONTRACTED PARTY should ensure that the sales staff start work only
after having completed the Initial Training Module, with passing grades
that comply with the approval standards, as agreed previously by the
Parties, Should trainees begin working earlier at the request of the
CONTRACTING PARTY, this will be the responsibility thereof,
When the services are contracted by Sales Position (Sales Position (PV)):
the CONTRACTED PARTY is responsible for the Refresher Training costs, for
no more than 5 (five) days/year per operator, The costs of any additional
periods will be for the account of the CONTRACTING PARTIES, in accordance
with the Training Man-hours Price List, which constitutes an integral
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part of this document, The duration and content of the Refresher Training
Sessions should be agreed between the CONTRACTING PARTY and the CONTRACTED
PARTY,
The CONTRACTING PARTY is responsible for the Capacity-Building Sessions
run for the Instructors of the CONTRACTED PARTY, in terms of the
characteristics of the product or system to be introduced or implemented,
as well as the costs thereof, when this training is not part of the
Initial Training, The costs will be agreed between the Parties whenever
necessary,
DURATION
The services listed in this chart will be supplied for a period of 5 (five)
years, On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decides
otherwise, Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question,
REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "Retail Telemarketing", rendered
by the CONTRACTED PARTY, provided the respective impact thereof does not result
in an annual reduction of more than [*****] of the revenues posted over the past
12 (twelve) months by the CONTRACTED PARTY for this product, When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****], This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY, The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration,
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11. TELEMAR BUSINESS TELEMARKETING
The annual estimated fee for this service is [*****],
11.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)
Service: Business Telemarketing MG Site
Billing: Attendance Position (PA) fixed
Operating Hours Velox and Oi, outgoing and incoming: Monday - Friday, 07:45h -
20:15h, Saturday: 07:45h - 14:00h, Copernicus: Monday - Friday, 09:00h - 17:12
h.
Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month.
Prices
R$ R$
Service (first three years of contract)* (after first three years of contract)**
------- -------------------------------- ---------------------------------------
Velox and OI [*****] [*****]
Copernicus [*****] [*****]
-----------------
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
Training
Velox and OI: Duration - 15 days
Copernicus: Duration - 17 days
The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:
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- INITIAL TRAINING: Consists of the Training required for each
operator to begin work in the respective service cells, in order to
ensure a proper understanding of the various types of information
related thereto.
Responsibility of the CONTRACTED PARTY. This includes the start-up of a
service, as well as the replacement of operators due to normal staff
turnover.
- REFRESHER TRAINING : Consists of update training in information for the
respective services cells, upgrading the operators for rendering the
services, namely::
When the service is contracted by Attendance Position (PA): the CONTRACTED
PARTY is responsible for the Refresher Training costs, for no more than 5
(five) days/year per operator, The costs of any additional periods will be
for the account of the CONTRACTING PARTIES, in accordance with the
Training Man-hours Price List, which constitutes an integral part of this
document.
When the service is contracted by Minute Spoken: The cost will be the
responsibility of the CONTRACTING PARTIES, in accordance with the "Minutes
Spoken" Price List, which constitutes an integral part of this document.
DURATION
The services covered in this chart will be supplied for a period of 5 (five)
years, On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decides
otherwise, Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question,
REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "TELEMAR BUSINESS TELEMARKETING",
rendered by the CONTRACTED PARTY, provided the respective impact thereof does
not result in an annual reduction of more than [*****] of the revenues posted
over the past 12 (twelve) months by the CONTRACTED PARTY for this product, When
such reduction exceeds [*****], the additional amount will be considered as
partial rescission, being subject to a rescissory fine in such case equivalent
to the amount corresponding to the amount by which the monthly revenues are
reduced, multiplied by [*****], This amount should be calculated without
including the [*****] reduction permitted as described above, taking into
consideration only the amount exceeding the reduction limit allowed for the
CONTRACTING PARTY, The fine should be paid by the CONTRACTING PARTY reducing the
services requested from the CONTRACTED PARTY, both adopting this stance and
taking the proportional aspects of the revenues into consideration,
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12. OI TELEMARKETING
The annual estimated fee for this service is [*****].
12.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)
and Training Sessions
Product: Retail Telemarketing - BA and MG Sites
Billing: Fixed Sales Position (PV)
Operating Hours: Incoming: Monday to Saturday, 08:00h - 22:00h
Outgoing: Monday to Saturday, 09:00h - 21:00h
Billing Period: Full Month
Prices:
Service R$
------- --
OI [*****]
OI Recharge [*****]
GENERAL CHARACTERISTICS
Sale of Oi products
A-100
Performance Ratings (SLA)
IND.01- SERVICE LEVEL I
PERIOD PERFORMANCE CHECKED
------ ----------- -------
Day 88% within 10" Every -1/2
hour
▇-▇▇▇
▇▇▇.▇▇ - ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
PERIOD PERFORMANCE CHECKED
------- -------------- ----------------
Day 88% within 35" Every -1/2 hour.
TRAINING
Initial Training
OI: Duration - 15 days.
Paid by the CONTRACTING PARTIES
Refresher Training -- Cost: CONTRACTED PARTY
The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:
- INITIAL TRAINING: Consists of the Training required for each
operator to begin work in the respective service cells, in order to
ensure a proper understanding of the various types of information
related thereto. Responsibility of the CONTRACTED PARTY. This
includes the start-up of a service, as well as the replacement of
operators due to normal staff turnover.
- REFRESHER TRAINING : Consists of update training in information for
the respective services cells, upgrading the operators in order to
render the of the services, as follows:
- When the service is contracted by Attendance Position (PA): the
CONTRACTED PARTY is responsible for the Refresher Training costs,
for no more than 5 (five) days/year per operator. The costs of any
additional periods will be for the account of the CONTRACTING
PARTIES, in accordance with the Training Man-hours Price List, which
constitutes an integral part of this document.
- When the service is contracted by Minute Spoken: The cost will be
the responsibility of the CONTRACTING PARTIES, in accordance with
the "Minutes Spoken" Price List, which constitutes an integral part
of this document.
HUMAN RESOURCES
Recruitment and selection
The CONTRACTED PARTY is responsible for handling the recruitment and selection
of all the Human Resources required by and allocated to the Telesales
operations. The recruitment and selection process should be designed to ensure
the profile, qualifications (technical and behavioral) and periods agreed
between the CONTRACTING PARTY and the CONTRACTED PARTY.
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It hereby agreed among the Parties that the CONTRACTING PARTY may modify the
profile, qualifications and periods mentioned in Item 3.1, provided that this is
done with advance notice of 30 (thirty) consecutive days.
The CONTRACTING PARTY reserves the right to audit selected processes in order to
ensure that the contracted resources comply with the profile stipulated thereby.
the CONTRACTED PARTY should notify the CONTRACTING PARTY and reach agreement on
all and any alterations to the sales staff (dismissals, lay-offs, resignations
and / or transfers), whenever such changes reach or exceed 10% (ten per cent) of
the staff each month. Should the CONTRACTING PARTY request the transfer of sales
staff from one operation to another, the implantation schedule should include
the training required for the new operation and the replacement of the
transferred staff.
INITIAL AND REFRESHER TRAINING SESSIONS
The CONTRACTED PARTY should apply the Capacity-Building Model agreed among the
Parties to all Human Resources in direct contact with customers (sales staff and
supervisors) for Products and Behavioral Training Sessions. The CONTRACTED PARTY
is responsible for training its staff in response and negotiation techniques,
sales techniques and other Technical or Behavioral Training Sessions as required
for the good performance of its Human Resources assigned to the Telesales
Operations, as well as transferring all the training supplied by the CONTRACTING
PARTY.
The preparation of the training materials covering the characteristics and
benefits of each product, as well as the Capacity-Building Sessions run for the
Instructors and / or Multiplicatory Agents of the CONTRACTED PARTY are the
responsibility of the CONTRACTING PARTY when a new operation or sales campaign
is being implemented. The Materials should be delivered by the CONTRACTING PARTY
at least 3 (three) business days prior to start of the Training Sessions.
The CONTRACTED PARTY is responsible for the training and capacity building of
its team of Instructors and / or Multiplicatory Agents through classes,
presentation techniques and instruction.
The CONTRACTED PARTY should ensure that the sales staff starts work only after
having completed the Initial Training Module, with passing grades that comply
with the approval standards, as agreed previously by the Parties. Should
trainees begin working earlier at the request of the CONTRACTING PARTY, this
will be the responsibility thereof.
When the services are contracted by Sales Position (Sales Position (PV)): the
CONTRACTED PARTY is responsible for the Refresher Training costs, for no more
than 5 (five) days/year per operator. The costs of any additional periods will
be for the account of the CONTRACTING PARTIES, in accordance with the Training
Man-hours Price List, which constitutes an integral part of this document. The
duration and content of the Refresher Training Sessions should be agreed between
the CONTRACTING PARTY and the CONTRACTED PARTY.
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DURATION
The services covered in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.
REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "OI TELEMARKETING", rendered by
the CONTRACTED PARTY, provided the respective impact thereof does not result in
an annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.
A-104
13. OI CUSTOMER SERVICES
The annual estimated fee for this service is [*****].
13.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
PRODUCT: Pre-Paid - Gold and Diamond Customers
OPERATING HOURS: 24 hours x seven days x week
BILLING MODEL: Minute Spoken
BILLING PERIOD: from the 16th (sixteenth) day of the previous month to the
15th (fifteenth) day of the current month.
PRICE LIST
R$ R$
Site Services Unit (Jan-Apr 2005) (May 2005 onwards)
------- --------------------------- ---------- -------------- ------------------
Unit Cost / Minute R$ / min [*****] [*****]
Overtime 100% -- Operator R$ / h [*****] [*****]
Overtime 50% -- Operator R$ / h [*****] [*****]
Niteroi Overtime 100% -- Supervisor R$ / h [*****] [*****]
Overtime 50% -- Supervisor R$ / h [*****] [*****]
Hours Training Operator R$ / h [*****] [*****]
Hours Training Supervisor R$ / h [*****] [*****]
A-105
GENERAL REMARKS
1 - DEFINITIONS
CMS / BCMS: Traffic Control System for all incoming / outgoing calls through the
Automatic Call Distributor (DAC).
CONTRACTED PARTY: CONTAX TNL S/A.
CONTRACTING PARTY: TNL PCS S/A.
DAC: Automatic Call Distributor.
DMM: Busiest Day.
HE: Overtime.
HMM: Busiest Time.
HOLD TIME: Time during which the Customer Representatives (RA) keep the customer
waiting during the call.
SERVICE LEVEL (NS): Quality indicator portraying the percentage of calls
answered live, with a pre-set maximum waiting time.
SYSTEM PAUSE: Pause covering the time used by the Customer Representatives (RA)
to log in, check with the supervisor and handle conference-call transfers.
POST-SERVICE: Pause used by the Customer Representatives (RA) to carry out the
Back Office tasks supplementary to the customer services, requested only by Oi,
and to register the TT for information, request and / or complaint after hanging
up on the customer call. This pause is configured by the Automatic Calls
Distributor (DAC) directly with skill.
CUSTOMER SERVICE POSITION (PA): Each unit that receives or makes calls, equipped
with the tools required for customer services.
CUSTOMER REPRESENTATIVES (RA): Consists of the group of persons trained to work
as tele-operators for Basic Customer Services, available for immediate hiring,
depending on their availability.
SERVICE LEVEL AGREEMENT (SLA): Agreement on services.
AVERAGE CONVERSATION TIME (TMC): Average conversation time for live attendance.
AVERAGE SERVICE TIME (TMA): Average duration of the calls answered live,
calculated in accordance with the following formula: TMA = TMC + Hold Time +
Post-Service + System Pause.
TROUBLE TICKET (TT): Registration by the Customer Representatives (RA) in the
Siebel for documenting information, requests and / or complaints from customers.
ARU: Audible Response Unit.
A-106
1. SIZING
2.1 - For the services contracted by Minute Spoken, the CONTRACTING PARTY is
responsible for preparation and delivery of a calls forecast for live response
and TMA, Calls Answered in ARUM, for a Quarter, on a month-to-month basis,
delivered to the CONTRACTED PARTY 45 days prior to the first month of the
Quarter covered by the forecast.
2.2 - The CONTRACTING PARTY should draw up the Quarterly forecast and submit it
to the CONTRACTED PARTY for analysis and agreement within 5 (five) business
days.
2.3 - When the call traffic at the Contact Center is 8% (eight per cent) higher
than forecast, the CONTRACTED PARTY should apply the Monthly Forecast Deviation
Table (below), for billing purposes.
2.4 - When the call traffic at the Call Center is 8% (eight per cent) below
forecast, the CONTRACTED PARTY should consider 92% (ninety two per cent) of the
forecast monthly call traffic for billing purposes.
Monthly Minuting = Total Volume of Calls x TMA (in seconds)
60
2.5 - Should the CONTRACTED PARTY be officially notified by the CONTRACTING
PARTY of increased call traffic due to advertisements, campaigns, news items,
new regulations and others, the CONTRACTED PARTY will have 45 (forty five) days
to adapt to the new services to be rendered. After this period, the CONTRACTED
PARTY will notify the CONTRACTING PARTY of the new conditions to be applied to
the services offered by the Contact Center.
This period will be required when the event(s) prompt(s) an increase of more
than 8% (eight per cent) of the planned monthly traffic and / or call
concentration of more than 4.03% (four point zero three per cent) on the Busiest
Day (DMM), compared to the traffic for the month.
2.6 - In the case outlined above, should it be unable to meet this deadline
promptly, the CONTRACTED PARTY will request an additional period in order to
meet the needs of the CONTRACTING PARTY, doing its utmost in business terms to
respond to the requests issued thereby.
2.7 - When the monthly call traffic exceeds 8% (eight per cent) of the original
traffic forecast, the CONTRACTED PARTY should consider the application of the
following "Monthly Forecast Deviation Table" for Billing purposes.
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MONTHLY FORECAST DEVIATION TABLE
Deviation New Service Level -- % do NS (% %)
--------- ---------------------------------
8.00% 100%
9.00% 95%
10.00% 90%
11.00% 85%
12.00% 80%
13.00% 75%
14.00% 70%
15.00% 65%
2.8 - For cases where the monthly call traffic falls below 92% (ninety two per
cent) of the traffic originally forecast, the CONTRACTED PARTY should take 92%
(ninety two per cent) of the monthly forecast calls traffic, for Billing
purposes.
Definition of monthly traffic: monthly traffic = total volume of calls x
TMA/80
2.9 - Once the CONTRACTED PARTY is notified by the CONTRACTING PARTY of the
forecast increase in the number of contacts due to advertisements, campaigns,
news items and new regulations, among others, the CONTRACTED PARTY will have 45
(forty five) days to adapt the services rendered to the new characteristics,
advising the CONTRACTING PARTY of the new conditions to be applied to the
Contact Center services. This period will be required when the event(s)
prompt(s) an increase of more than 8% (eight per cent) of the planned monthly
traffic and / or a concentration of calls higher than 4.03% (four point zero
three per cent) on the Busiest Day (DMM), compared to the traffic for the month.
2.10 - In the case outlined above, should it be unable to meet this deadline
promptly, the CONTRACTED PARTY will request an additional period in order to
meet the needs of the
A-108
CONTRACTING PARTY, doing its utmost in business terms to respond to the requests
issued thereby.
3 - BILLING
3.1 - Billing per Minute Spoken
3.1.1. The Billing per Minute Spoken should be calculated in compliance with the
following Items.
3.1.1.1 - The CONTRACTED PARTY, on the 16th (sixteenth) day of the month in
which service is being rendered, will ascertain the Minutes Spoken between the
16th (sixteenth) day of the previous month and the 15 (fifteenth) day of the
current month.
3.1.1.2 - The fines for non-compliance with the Performance Ratings (SLA) in
this Annex will be deducted from this amount.
3.1.1.3 - The Minute Spoken is taken being as the total service time spent by
the Customer Care Representatives (RAs) in a Group / Specialty to answer the
calls, including time spent on "conversation", "hold" and "Post-services", as
well as "SYSTEM PAUSE".
Calculation of Minutes Spoken: TMA X Calls Answered
60
3.2 - Overtime Billing
3.2.1 - Overtime due to ensuring compliance with the ANATEL Metering and
holidays is included in the Minute Spoken Price.
3.2.2 - Overtime due to seasonal campaigns and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed using the
current Menu Pricing.
3.3 - Training Billing
3.3.1 - Training Sessions run on overtime, as agreed between the CONTRACTING
PARTY and the CONTRACTED PARTY, should be charged in compliance with the Product
Menu, Overtime Item.
3.4 - Billing for Audible Response Unit (ARU) Ports, Digital Recording
Technology, Software and Systems in General, should be undertaken in accordance
with the Price List in this Contract.
3.5 - Halt in the Operations
3.5.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and identify
the necessary corrective actions.
3.5.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operation based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though
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such an event had not occurred, consequently expunging the effects thereof from
the fines and volumes billed, based on the Performance Rating (SLA).
4 - STATEMENT OF SERVICES, APPROVAL AND ISSUE OF INVOICE BY THE CONTRACTED
PARTY:
4.1 - The Invoice (Nota Fiscal) will be issued by the 20th (twentieth) day of
each month.
4.2 - The CONTRACTED PARTY will forward a detailed statement to the CONTRACTING
PARTY covering the services rendered and the respective Billing by the 16th
(twenty-fifth) of each month and the CONTRACTING PARTY will forward the
validation within 2 (two) business days from the forwarding of information by
the CONTRACTED PARTY.
4.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice, if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.
5 - PERFORMANCE INDICATORS, PERFORMANCE RATINGS (SLA), BONUSES AND PENALTIES
5.1 - The Performance Indicators, Performance Ratings (SLA), Bonuses and
Penalties applicable to the CONTRACTED PARTY are presented in the following
Tables.
5.1.1 - Service Level for each 30 (thirty) minutes - each Customer Service
Group, other than Welcome and Back Office, has a specific Performance Rating
(SLA) and maximum penalty of 15% (fifteen per cent) of the full Billing for the
interval under assessment.
5.1.1.1 - Should the system go down, prompting repeat calls during the intervals
subsequent to the problem and downgrading the Rating, the Parties will assess
the situation and decide on the extent of the reduction or cancellation of the
penalty.
5.1.2 - % of the Group within the Average Attendance Time (TMA) Range - each
Customer Service Group, other than Welcome, Dealer and Back Office, has a
Specific Monthly Performance Rating (SLA) and maximum penalty of [*****] of its
full Billing.
5.1.3 - % Trouble Tickets (TTs) Opened X Calls Answered - each Customer Service
Group, other than Welcome, Technical Support and Back Office, has a Specific
Monthly Performance Rating (SLA) and maximum penalty of [*****] of its full
Billing. All calls answered from this public will be removed from the Indicator.
The Trouble Tickets (TTs) Opened and the Calls Answered by the Mixed and VIP
Cells will be entered in the accounts under the Post-Paid result (Post-Gold +
Post-Diamond).
5.1.3.1 - Responses to Prospects (non-customers): as there is no possibility of
recording a Trouble Ticket (TT), these calls cannot be included in the Indicator
Account.
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5.1.3.2 - Whenever the system is not available and the Trouble Ticket (TT) is
consequently not recorded, all calls answered during the entire time the system
is down will be expunged from the Indicator.
IND.01- SERVICE LEVEL
Pre-Paid
- The Service Level contracted for the Pre-Paid operations is 80/20,
meaning 80% of the Incoming calls are answered within 20 seconds.
- The Service Level should be metered every half hour, as this is the
reference for calculating the Penalties and Bonuses as required.
The Penalties Table should be calculated in accordance with the following
Table, with the percentage penalty being applied to the gross remuneration
calculated on the traffic metered for the half hour in question:
PERIOD PERFORMANCE DEGRADATION FINE CHECKED
------ -------------- ----------- ------- ---------
>= 80% N/A [*****] 1/2 hour
>= 78% - < 80% N/A [*****]
>= 75% - < 78% N/A [*****]
>= 73% - < 75% N/A [*****]
All >= 70% - < 73% N/A [*****]
>= 60% - < 70% N/A [*****]
>= 50% - < 60% N/A [*****]
>= 40% - < 50% N/A [*****]
>= 30% - < 40% N/A [*****]
< 30% N/A [*****]
- The Service Level Penalties will be quashed for the range between
70% (inclusive) and 80%, for a certain number of days a month, which
will be stipulated by the CONTRACTED PARTY and are not cumulative
for carrying over to the subsequent month. The number of days open
to such cancellation of fines will be defined by the number of
Mondays in each month.
- The Service Level Penalties will be quashed in exceptional cases,
for example, if the system goes down. In order to qualify for this
cancellation, such facts should be notified and agreed with Oi
within no more than D+1, taken as business days (Monday - Friday).
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- Other examples for quashing fines: media notified without advance
notice of 3 (three) business days and / or with demands higher than
the installed capacity, external factors (transportation strike,
floods, large-scale accidents), among others
IND.02 - Percentage of Trouble Tickets (TTs) opened per call answered
- The Trouble Ticket (TT) opening target is 100%, and may even exceed
this figure as at least one Trouble Ticket (TT) should be opened for
each call.
- Consider a penalty of [*****] on the Gross Billing, for each 1% (one
per cent) drop in the Trouble Ticket (TT) Opening Rating. The
calculation should be carried out to one decimal place, meaning that
for a Performance Rating (SLA) of 99.5% (ninety nine point five per
cent), the penalty will be [*****], and so on. The maximum penalty
will be [*****].
- Exceptionally, the "Trouble Ticket (TT) Opening" indicator targets
for 2004 and early 2005 for Pre-Paid will be:
- November - 60%
- December - 80%
- January - 90%
- February - 100%
IND.03 - Percentage within the Acceptable Average Attendance Time (TMA) Range:
The target for the "Average Attendance Time (TMA) Range" is shown in the
following Table, to be calculated on the basis of the Average Attendance Time
(TMA) for each operator through the formula given below for 2004 and from
January 2005 onwards:
- Average Attendance Time (TMA) Range = (Number of Operators with
monthly TMA between 1.2 x TMA Operation and 0.67% x TMA Operation) /
Total Number of Operators)
JANUARY 2005
CELL OCTOBER NOVEMBER DECEMBER ONWARDS
----------------- ------ -------- -------- ------------
PRE-PAID 66% 68% 70% 70%
POST-PAID 64% 66% 68% 70%
MIXED 58% 60% 62% 65%
TECHNICAL SUPPORT 70% 70% 70% 70%
VIP 80% 80% 80% 80%
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- New Operators (market) will be considered as from the 61st
(sixty-first) day Pre-Paid and Dealer.
- New Operators (market) will be considered as from the 91st
(ninety-first) day Post-Paid, Mixed.
- Operators migrating between operator cells will be considered as
from 61 (sixty-one) days after the transfer.
- Operators answering less than 15% (fifteen per cent) of the average
calls for the Group will not be included in the calculation.
- The indicator should be calculated on a monthly basis, with
Penalties to be applied on the Gross ▇▇▇▇▇▇▇▇.
- The Indicator and the resulting penalty should be calculated
separately for each Operations Cell.
- Consider a penalty of [*****] on the Gross Billing, for each 1% (one
per cent) drop in the "TMA Range" indicator. The calculation should
be carried out to one decimal place. The maximum penalty will be
[*****].
A-114
13.2 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
PRODUCT: Post Paid - Gold and Diamond Customers
OPERATING HOURS: 24 hours x 7 days a week
BILLING MODEL: Minute Spoken
BILLING CALCULATION PERIOD: from the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month.
Prices
R$ R$
Site Services Unit (Jan - Apr 2005) (May 2005 onwards)
------- --------------------------- -------- ---------------- ------------------
Niteroi Price per minute R$ / min [*****] [*****]
Overtime 100% -- Operator R$ / h [*****] [*****]
Overtime 50% -- Operator R$ / h [*****] [*****]
Overtime 100% -- Supervisor R$ / h [*****] [*****]
Overtime 50% -- Supervisor R$ / h [*****] [*****]
Hours Training Operator R$ / h [*****] [*****]
Hours Training Supervisor R$ / h [*****] [*****]
GENERAL COMMENTS
1 - DEFINITIONS
CMS / BCMS: Traffic Control System for all calls received / made through the
Automatic Call Distributor (DAC).
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CONTRACTED PARTY: CONTAX TNL S/A
CONTRACTING PARTY : TNL PCS S/A
DAC: Automatic Call Distributor.
DMM: Busiest Day
HE: Overtime.
HMM: Peak Period
HOLD TIME: Time that the Customer Care Representative (RA) keeps the customer
waiting during the call.
SERVICE LEVEL (NS): Quality Indicator giving the percentage of Calls Answered
Live with pre-set maximum waiting time.
SYSTEM PAUSE: Pause for the time used by the Customer Care Representative (RA)
to login, consult the supervisor and transfer conference calls.
POST-SERVICE: Pause used by the Customer Care Representative (RA) for Back
Office tasks supplementary to the services requested exclusively by OI, and for
registering the Trouble Ticket (TT) for information, request and / or complaint
after the customer hangs up on the call. This pause is configured on the
Automatic Call Distributor (DAC) directly in the Skill.
ATTENDANCE POSITION (PA): each unit making or receiving calls, and equipped with
the necessary customer service tools.
CUSTOMER CARE REPRESENTATIVE (RA)): Consists of the group of people trained to
work as tele-operators for Basic Customer Services, qualified for immediate
hire, depending on their availability.
SERVICE LEVEL AGREEMENT (SLA): Agreement on Service Levels
AVERAGE CONVERSATION TIME (TMC): average conversation time for live response.
AVERAGE ATTENDANCE TIME (TMA): Average duration of Calls Answered Live,
calculated in accordance with the following formula: TMA = TMC + Hold Time +
After Service+ SYSTEM PAUSE.
TROUBLE TICKET (TT): Record by the Customer Care Representative (RA) on the
Siebel for documenting customer information, requests and / or complaints.
ARU: Audible Response Unit.
2 - SIZING
2.1 - For services contracted per Minute Spoken, the CONTRACTING PARTY is
responsible for the preparation and delivery of the Live Response Calls
Forecast, Average Attendance Time (TMA) and Calls Answered by the Audible
Response Unit (ARU), for a quarter on a month by month basis, forwarded to the
CONTRACTED PARTY with 45 (forty five) days advance notice prior to the first
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month covered by the Quarterly Forecast.
2.2 -- The CONTRACTING PARTY should draw up the Quarterly Forecast and submit it
to the CONTRACTED PARTY for its information and agreement within 5 (five)
business days.
2.3 - When the call traffic at the Contact Center exceeds 8% (eight per cent) of
the forecast, the CONTRACTED PARTY should consider the application of the
following "Monthly Forecast Deviation Table" for Billing purposes.
2.4 - When the call traffic at the Call Center falls below 8% (eight per cent)
of the forecast, the CONTRACTED PARTY should consider 92% (ninety two per cent)
of the monthly forecast call traffic, for Billing purposes.
Monthly Minuting = Total calls volume x TMA (in seconds)
60
2.5 - Once the CONTRACTED PARTY is notified by the CONTRACTING PARTY of an
increase call traffic due to advertisements, campaigns, news items and new
regulations, among others, the CONTRACTED PARTY will have 45 (forty five) days
to adapt to the new services to be rendered. After this period, the CONTRACTED
PARTY will advise the CONTRACTING PARTY of the new conditions to be applied to
the Contact Center services.
This period will be required when the event(s) prompt(s) an increase of more
than 8% (eight per cent) of the planned monthly traffic and / or a concentration
of calls higher than 4.03% (four point zero three per cent) on the Busiest Day
(DMM), compared to the traffic for the month.
2.6 - In the case outlined above, should it be unable to meet this deadline
promptly, the CONTRACTED PARTY will request an additional period in order to
meet the needs of the CONTRACTING PARTY, doing its utmost in business and
operational terms to adapt to this request.
2.7 - When the monthly call traffic exceeds 8% (eight per cent) of the traffic
originally foreseen, the CONTRACTED PARTY should consider the application of the
following "Monthly Forecast Deviation Table" for Billing purposes.
MONTHLY FORECAST DEVIATION TABLE
Deviation New Service Level -- % NS (% %)
--------- -------------------------------
8.00% 100%
9.00% 95%
10.00% 90%
11.00% 85%
12.00% 80%
13.00% 75%
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14.00% 70%
15.00% 65%
2.8 - For cases where the monthly call traffic falls below 92% (ninety two per
cent) of the traffic originally forecast, the CONTRACTED PARTY should take 92%
(ninety two per cent) of the monthly forecast calls traffic, for Billing
purposes.
Definition of monthly traffic: monthly traffic = total volume of calls x
TMA/60
2.9 - Once the CONTRACTED PARTY is notified by the CONTRACTING PARTY of the
forecast increase in the number of contacts due to advertisements, campaigns,
news items and new regulations, among others, the CONTRACTED PARTY will have 45
(forty five) days to adapt the services rendered to the new characteristics,
advising the CONTRACTING PARTY of the new conditions to be applied to the
Contact Center services. This period will be required when the event(s)
prompt(s) an increase of more than 8% (eight per cent) of the planned monthly
traffic and / or a concentration of calls higher than 4.03% (four point zero
three per cent) on the Busiest Day (DMM), compared to the traffic for the month.
2.10 - In the case outlined above, should it be unable to meet this deadline
promptly, the CONTRACTED PARTY will request an additional period in order to
meet the needs of the CONTRACTING PARTY, doing its utmost in business terms to
respond to the requests issued thereby.
3 - BILLING
3.1 - Billing per Minute Spoken
3.1.1. The Billing per Minute Spoken should be calculated in compliance with the
following Items.
3.1.1.1 - The CONTRACTED PARTY, on the 16th (sixteenth) day of the month in
which service is being rendered, will ascertain the Minutes Spoken between the
16th (sixteenth) day of the previous month and the 15th (fifteenth) day of the
current month.
3.1.1.2 - The fines for non-compliance with the Performance Ratings (SLA) in
this Annex will be deducted from this amount.
3.1.1.3 - The Minute Spoken is taken being as the total service time spent by
the Customer Care Representatives (RAs) in a Group / Specialty to answer the
calls, including time spent on "conversation", "hold" and "Post-services", as
well as "SYSTEM PAUSE".
Calculation of Minute Spoken: TMA X Calls Answered
60
3.2 - Overtime Billing
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3.2.1 - Overtime due to ensuring compliance with the ANATEL Metering and
holidays is included in the Minute Spoken Price.
3.2.2 - Overtime due to seasonal campaigns and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed using the
current Menu Pricing.
3.3 - Training Billing
3.3.1 - Training Sessions run on overtime, as agreed between the CONTRACTING
PARTY and the CONTRACTED PARTY, should be charged in compliance with the Product
Menu, Overtime Item.
3.4 -- Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this AGREEMENT.
3.5 -- Halt in the Operations
3.5.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required.
3.5.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).
4 - STATEMENT OF SERVICES, APPROVAL AND ISSUE OF INVOICE BY THE CONTRACTED
PARTY:
4.1 - The Invoice (Nota Fiscal) will be issued by the 20th (twentieth) day of
each month.
4.2 - The CONTRACTED PARTY will forward a detailed statement to the CONTRACTING
PARTY covering the services rendered and the respective Billing by the 16th
(sixteenth) of each month and the CONTRACTING PARTY will forward the validation
within two (2) business days from the forwarding of information by the
CONTRACTED PARTY.
4.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice, if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.
A-119
5 -- PERFORMANCE INDICATORS, PERFORMANCE RATINGS (SLA), BONUSES AND PENALTIES
5.1 - The Performance Indicators, Performance Ratings (SLA), Bonuses and
Penalties applicable to the CONTRACTED PARTY are presented in the following
Tables.
5.1.1 - Service Level for each 30 (thirty) minutes - each Customer Service
Group, other than Welcome and Back Office, has a specific Performance Rating
(SLA) and maximum penalty of 15% (fifteen per cent) of the full Billing for the
interval under assessment.
5.1.1.1 - Should the system go down, prompting repeat calls during the intervals
subsequent to the problem and downgrading the Rating, the Parties will assess
the situation and decide on the extent of the reduction or cancellation of the
penalty.
5.1.2 -- % of the Group within the Average Attendance Time (TMA) Range - each
Customer Service Group, other than Welcome, Dealer and Back Office, has a
specific monthly Performance Rating (SLA) and maximum penalty of 2% (two per
cent) of its full Billing.
5.1.3 -- % Trouble Tickets (TTs) Opened X Calls Answered - each Customer Service
Group, other than Welcome, Technical Support and Back Office, has a specific
monthly Performance Rating (SLA) and maximum penalty of 3.5% (three point five
per cent) of its full Billing. All calls answered from this public will be
removed from the Indicator.
The Trouble Tickets (TTS) Opened and the Calls Answered by the Mixed and VIP
Cells will be entered under the Post-Paid results (Post-Gold + Post-Diamond).
5.1.3.1 - Responses to Prospects (non-customers): as there is no possibility of
recording a Trouble Ticket (TT), these calls cannot be included in the Rating.
5.1.3.2 - Whenever the system is not available and the Trouble Ticket (TT) is
consequently not recorded, all calls answered during the entire time the system
is down will be expunged from the Indicator.
Performance Ratings (SLA)
IND.01- SERVICE LEVEL
Post-Paid
- The Service Level contracted for the Post-Paid operations is 90/20,
meaning 90% of the Incoming calls are answered within 20 seconds.
- The Service Level should be metered every half hour, as this is the
reference for calculating the Penalties and Bonuses as required.
- The Penalties Table should be calculated in accordance with the
following Table, with the percentage penalty being applied to the
gross remuneration calculated on the traffic metered for the half
hour in question:
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PERIOD PERFORMANCE DOWNGRADE FINE CHECKED
------ ----------- --------- ---- -------
>= 90% N/A [*****]
>= 88% - < 90% N/A [*****]
>= 85% - < 88% N/A [*****]
>= 83% - < 85% N/A [*****]
>= 80% - < 83% N/A [*****]
ALL >= 70% - < 80% N/A [*****] -1/2 hour
>= 60% - < 70% N/A [*****]
>= 50% - < 60% N/A [*****]
>= 40% - < 50% N/A [*****]
< 40% N/A [*****]
- The Service Level Penalties will be quashed for the range between
80% (inclusive) and 90%, for a certain number of days a month, which
will be stipulated by the CONTRACTED PARTY and are not cumulative
for carrying over to the subsequent month. The number of days open
to such cancellation of fines will be defined by the number of
Mondays in each month.
- The Service Level Penalties will be quashed in exceptional cases,
for example, if the system goes down. In order to qualify for this
cancellation, such facts should be notified and agreed with OI
within no more than D+1, taken as business days (Monday - Friday).
- Other examples for quashing fines: media notified without advance
notice of 3 (three) business days and / or with demands higher than
the installed capacity (Contax to suggest the possible Volume /
Service Level), external factors (transportation strike, floods,
large-scale accidents), among others
IND.02 - Calls Qualifier (Percentage of Trouble Tickets (TTs) opened per call
answered) applicable to the Mixed and VIP cells.
- The Trouble Ticket (TT) opening target is 100%, and may even exceed
this figure as at least one Trouble Ticket (TT) should be opened for
each call.
- Consider a penalty of [*****] on the Gross Billing, for each 1% (one
per cent) drop in the
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Trouble Ticket (TT) Opening Rating. The calculation should be carried out
to one decimal place, meaning that for a Performance Rating (SLA) of 99.5%
(ninety nine point five per cent), the penalty will be [*****], and so on.
The maximum penalty will be [*****].
- Exceptionally, the "Trouble Ticket (TT) Opening" indicator targets for
2004 early 2005 for Post-Paid will be:
- November - 80%
- December - 90%
- January - 100%
IND.03 - Percentage within the Acceptable Average Attendance Time (TMA) Range:
The target for the "Average Attendance Time (TMA) Range" is shown in the
following Table, to be calculated on the basis of the Average Attendance Time
(TMA) for each operator through the formula given below for 2004 and from
January 2005 onwards:
- Average Attendance Time (TMA) Range = (Number of Operators with
monthly TMA between 1.2 x TMA Operation and 0.67% x TMA Operation) /
(Total Number of Operators)
- New Operators (market) will be considered as from the 61st
(sixty-first) day Pre-Paid and Dealer.
- New Operators (market) will be considered as from the 91st
(ninety-first) day Post-Paid, Mixed.
- Operators migrating between operator cells will be considered as
from 61 (sixty-one) days after the transfer.
- Operators answering less than 15% (fifteen per cent) of the average
calls for the Group will not be included in the calculation.
- The indicator should be calculated on a monthly basis, with
Penalties to be applied on the Gross ▇▇▇▇▇▇▇▇.
- The Indicator and the resulting penalty should be calculated
separately for each Operations Cell.
- Consider a penalty of [*****] on the Gross Billing, for each 1% (one
per cent) drop in the "TMA Range" indicator. The calculation should
be carried out to one decimal place. The maximum penalty will be
[*****].
January 05
Cell October November December onwards
---- ------- -------- -------- ---------
Pre-paid 66% 68% 70% 70%
Post-paid 64% 66% 68% 70%
Mixed 58% 60% 62% 65%
Technical Support 70% 70% 70% 70%
VIP 80% 80% 80% 80%
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13.3 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
PRODUCT: Mixed Cell (OI Family, etc.), Technical Support, Dealer, VIP,
Back Office and OI Welcome
BILLING: Menu
OPERATING HOURS: See the Operating Hours Table
BILLING CALCULATION PERIOD: From the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month.
Niteroi Site
Price List
Amount (R$) Unit Mixed Support Dealer VIP OI Welcome Bo Dealer
----------- ---- ----- ------- ------ --- ---------- ---------
Basic Infrastructure R$/Pa/month [*****] [*****] [*****] [*****] [*****] [*****]
Labor Force Operator R$/Hc/month [*****] [*****] [*****] [*****] [*****] [*****]
Labor Force Supervisor R$/Hc/month [*****] [*****] [*****] [*****] [*****] [*****]
Overtime 100% Operator R$ / h [*****] [*****] [*****] [*****] [*****] [*****]
Overtime 50% Operator R$ / h [*****] [*****] [*****] [*****] [*****] [*****]
Overtime 100% Supervisor R$ / h [*****] [*****] [*****] [*****] [*****] [*****]
Overtime 50% Supervisor R$ / h [*****] [*****] [*****] [*****] [*****] [*****]
Hours Training Operator R$ / h [*****] [*****] [*****] [*****] [*****] [*****]
Hours Training Supervisor R$ / h [*****] [*****] [*****] [*****] [*****] [*****]
A-123
Niteroi Site
Price List
BO BO BO CUSTOMER BO JOB JOB DET
AMOUNT (R$) UNIT BO UTI RECONCILIATIONS ANATEL SERVICES ACCOUNTS INTRANET CALL
--------------------------- ----------- ------- --------------- ------- ----------- -------- -------- -------
Basic Infrastructure R$/Pa/month [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Labor Force Operator R$/Hc/month [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Labor Force Supervisor R$/Hc/month [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Overtime 100% -- Operator R$ / h [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Overtime 50% Operator R$ / h [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Overtime 100% -- Supervisor R$ / h [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Overtime 50% Supervisor R$ / h [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Hours Training Operator R$ / h [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Hours Training Supervisor R$ / h [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Niteroi Site
Operating Hours Table
Cell Operating Hours
----------------- -----------------------------------------------------------------
Mixed 24 (twenty four) hours x 7 (seven) days x week
Technical Support 24 (twenty four) hours x 7 (seven) days x week
Dealer 18 (eighteen) hours x 6 (six) days x week / Sunday 10 (ten) hours
VIP 24 (twenty four) hours x 7 (seven) days x week
A-124
OI Welcome 12 (twelve) hours x 6 (six) days x week
BackOffice 12 (twelve) hours x 6 (six) days x week
GENERAL COMMENTS
1 - DEFINITIONS
CMS / BCMS: Traffic Control System for all calls received / made through the
Automatic Call Distributor (DAC).
CONTRACTED PARTY: CONTAX TNL S/A
CONTRACTING PARTY : TNL PCS S/A
DAC: Automatic Call Distributor.
HE: Overtime.
HOLD TIME: Time that the Customer Care Representative (RA) keeps the customer
waiting during the call.
SERVICE LEVEL (NS): Quality Indicator giving the percentage of Calls Answered
Live with pre-set maximum waiting time.
SYSTEM PAUSE: Pause for the time used by the Customer Care Representative (RA)
to login, consult the supervisor and transfer conference calls.
POST-SERVICE: Pause used by the Customer Care Representative (RA) for Back
Office tasks supplementary to the services, requested exclusively by OI and used
for registering the Trouble Ticket (TT), information, requests and / or
complaints after the customer hangs up on the call. This pause is configured on
the Automatic Call Distributor (DAC) directly in the Skill.
ATTENDANCE POSITION (PA): each unit making or receiving calls, and equipped with
the necessary customer service tools.
CUSTOMER CARE REPRESENTATIVE (RA): Consists of the group of people trained to
work as tele-operators for Basic Customer Services, qualified for immediate
hire, depending on their availability.
SERVICE LEVEL AGREEMENT (SLA): Agreement on Service Levels
AVERAGE CONVERSATION TIME (TMC): average conversation time for live response.
AVERAGE ATTENDANCE TIME (TMA): Average duration of Calls Answered Live,
calculated in accordance with the following formula: TMA = TMC + Hold Time +
Post-Service + SYSTEM PAUSE.
TROUBLE TICKET (TT): Record by the Customer Care Representative (RA) on the
Siebel
A-125
for documenting customer information, requests and / or complaints.
ARU: Audible Response Unit
2 -- SIZING
2.1 - The Average Attendance Time (TMA) and Calls Forecast used to size the
number of Attendance Positions (PAs) and Customer Care Representatives (RAs)
required to render the services should be drawn up for a three-month period on a
month by month basis, and forwarded to the CONTRACTED PARTY 45 (forty five) days
prior to the first month covered by the Quarterly Forecast.
2.2 -- The CONTRACTING PARTY should draw up the Quarterly Forecast and submit it
CONTRACTED PARTY for its information and agreement within 5 (five) business
days.
2.3 - For the purposes of billing the number of Attendance Positions (PAs) and
Customer Care Representatives (RAs) required for the current month, only the
first month of the quarter is valid.
3 -- BILLING
3.1 - Billing for the Attendance Positions (PAs) - unit price for the "Basic
Infrastructure" as stipulated in the Price List, multiplied by the total number
of Attendance Positions (PAs) calculated through the specific Report taken from
the Traffic Control System (CMS).
Individual calculations will be carried out for the Billing based on the lowest
value between two types of calculation, in compliance with the following rules:
- Different operations located on the same floor of a building will be
charged by the sum of the Attendance Position (PA) Tables logged on each
half-hour, subsequently checking the MAXTOP value. This calculation will be
based on business days when the Customer Care Representatives (RAs) are not
on holiday, defined below for each operation:
- Mixed - Monday - Friday
- Support - Monday - Friday
- Dealer - Monday - Friday
- VIP - Monday - Friday
- Back Office - Monday - Friday
- Welcome - Monday - Friday
IMPORTANT: This calculation should include the Attendance Positions (PAs)
(Infrastructure) assigned to the Customer Care Representatives (RAs) and shared
with another operation remunerated through the Speaking Time model.
- Operations not located on the same floor of a building will be handled
through
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individual analyses and the sum of the operations. The total value of the
Attendance Positions (PAs) for Billing purposes will be calculated on the
basis of the MAXTOP sum, with the optimization of the Attendance Positions
(PAs) permitted only for Groups of 15 x 15 positions.
Example:
OPERATION 1 OPERATION 2 OPERATION 1+ 2
12h 40 100 140
12:30h 55 130 185
13h 60 80 140
13:30h 50 100 150
14h 30 80 110
- For maximum optimization, the total number of Attendance Positions
(PAs) to be invoiced would be 185.
- For the model where maximum optimization is not possible, the
Attendance Positions (PAs) will be broken down into Groups of 15 x
15.
Hypothetical Situation: for the 12:30h interval, there will be an
overrun of 10 (ten) Attendance Positions (PAs) that will be
remunerated.
Calculation:
Additional Attendance Positions (PAs) = result of dividing the (Sum
of Operations - Operation 1 or 2) by 15.
Demonstration: (185 - 130) = 55 / 15 = result of 3, with 10 left
over.
Total Attendance Positions (PAs) for Billing = 185+ 10 = 195
The Billing will be for 190 Attendance Positions (PAs), representing
the mean between 185 (Operations 1 + 2) and 195, with these 190
Attendance Positions (PAs) being the lowest figure obtained by the
two types of calculation (185 and 195).
3.1.1. - The number of Attendance Positions (PAs) calculated each day may not
exceed the number agreed by the Parties and based on the Sizing proposed by the
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CONTRACTED PARTY, pursuant to Item 2.1.
3.1.2 - The CONTRACTED PARTY will be paid for the number of Attendance Positions
(PAs) higher than forecast for the day with the formal approval of the
CONTRACTING PARTY.
3.2 - Billing for the "Labor Force Operator" - unit price for the "Labor Force
Operator" / Customer Care Representative (RA) as shown in the Price List,
multiplied by the total number of Customer Care Representatives (RAs),
calculated in compliance with the following rules:
- The Sizing for the Customer Care Representatives (RAs) will include
an increase of 3% (three per cent) to cover Absenteeism paid by the
CONTRACTING PARTY.
- The calculation formula for the "Labor Force Operator" should be
based on the Logged Agents Report taken from the Traffic Control
System (CMS), for each interval of 30 (thirty) minutes, taking the
"Labor Force Operator" working full-time on the Operation with
payment for each Attendance Position (PA), in addition to the "Labor
Force Operator" shared with a second Operation (Multiskill).
For two cells remunerated by Attendance Position (PA), there is no
alteration to the manner of calculating the remuneration of the Customer
Care Representatives (RAs), as the first Operator skill defines the cell to
which he belongs.
- For an operation not sharing the skills of the Customer Care
Representatives (RAs) (single skill), the calculation of the
remuneration will be carried out in compliance with the following
formula :
(Total Logged Agents for each 30 min. X 0.5 hour - Total Overtime + Total
de Hours
Worked and Not Logged)
(6 hours) X (1 + Contracted Absenteeism 3%)
3.2.1 - The number of Customer Care Representatives (RAs) calculated each day
may not be higher than agreed by the Parties on the basis of the Sizing proposed
by the CONTRACTED PARTY, pursuant to Item 2.1.
3.2.2 - The CONTRACTED PARTY will be paid for the number of Customer Care
Representatives (RAs) higher than forecast for the day only with the formal
approval of the CONTRACTING PARTY.
3.3 - Billing for the "Labor Force Supervisor" - unit price for the" Labor Force
Supervisor" as stipulated in the Price List, multiplied by the total number of
Supervisors and calculated in compliance with the following rules:
3.3.1 - Each team with no more than 25 Customer Care Representatives (RAs) will
be allocated and billed for a Supervisor.
3.4 - Billing Overtime for Customer Services - will be charged in full, and the
portion of the unit cost of the "Labor Force Operator" and Labor Force
Supervisor", pursuant to the
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Price List, in the situations listed below:
3.4.1 - ANATEL Metering Days - compliance with the regulations (SMP4).
3.4.2 - All Municipal, State and Federal holidays.
3.4.3 - Seasonal traffic and / or specific demands (tasks), with the formal
approval of the CONTRACTING PARTY.
3.5 - Training Billing
3.5.1 - Initial Training; Migration between Cells; and Training in New Products
and Services, as well as Promotion Campaigns, will be charged as defined in the
Menu under the Training Items.
3.5.2 - The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
Menu, under the Overtime Items.
3.6 -- Billing for the Audible Response Unit (ARU) Ports, CTI, Digital Recording
Technology, Software and Systems in general - In compliance with the Price List
in this CONTRACT.
4 -- HALTS IN THE OPERATIONS
4.1.1 -- For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required in order to remedy such situations.
4.1.2 -- When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should remunerate the
CONTRACTED PARTY based on the duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the services invoiced
and fines agreed for poor operating performance shown through the contractual
Performance Indicators: Service Level, % of the Group within the Average
Attendance Time (TMA) Range and % Trouble Tickets (TTS) Opened x Calls Answered.
5 - STATEMENT OF SERVICES, APPROVAL AND ISSUE OF INVOICE BY THE CONTRACTED PARTY
5.1.1 - The Invoice (Nota Fiscal) will be issued by the 20th (twentieth) day of
each month.
5.1.2 - The CONTRACTED PARTY will forward a detailed statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the by the 16th (sixteenth) of each month and the CONTRACTING PARTY will forward
the validation within two (2) business days from the forwarding of information
by the CONTRACTED PARTY.
5.1.3 - The amounts charged through the Statement of Services Rendered refer to
the
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services rendered between the 16th (sixteenth) day of the previous month and the
15th (fifteenth) day of the current month. By the 10th (tenth) day of the month
subsequent to that covered by the invoice, the CONTRACTED PARTY may present the
CONTRACTING PARTY with an updated Statement of Services Rendered, showing the
amount receivable or deductible from the invoice issued for the month subsequent
to that covered by the invoice if any difference is ascertained, provided the
CONTRACTING PARTY and the CONTRACTED PARTY agree on that..
6 -- PERFORMANCE INDICATORS, PERFORMANCE RATINGS (SLA), BONUSES AND PENALTIES:
6.1 - The Performance Indicators, Performance Ratings (SLA), Bonuses and
Penalties applicable to the CONTRACTED PARTY, are presented in the following
Tables:
6.1.1 - Service Level for the Month - each Customer Service Group, other than
Welcome and Back Office, has a specific Performance Rating (SLA) and maximum
penalty of 15% (fifteen per cent) of the full Billing for the interval under
assessment.
6.1.1.1 - Should the system go down, prompting repeat calls during the intervals
subsequent to the problem and downgrading the Indicator, the Parties will assess
the situation and decide on the extent of the reduction or cancellation of the
penalty.
6.1.2 -- % of the Group within the Average Attendance Time (TMA) Range - each
Customer Service Group, other than Welcome, Dealer and Back Office, has a
specific monthly Performance Rating (SLA) and maximum penalty of 2% (two per
cent) of its full Billing.
6.1.3 -- % Trouble Tickets (TTs) Opened X Calls Answered - each Customer Service
Group, other than Welcome, Technical Support and Back Office, has a specific
monthly Performance Rating (SLA) and maximum penalty of 3.5% (three point five
per cent) of its full Billing. All calls answered from this public will be
removed from the Indicator.
The Trouble Tickets (TTS) Opened and the Calls Answered by the Mixed and VIP
Cells will be entered under the Post-Paid results (Post-Gold + Post-Diamond).
6.1.3.1 - For responding to Prospects (non-customers), as there is no
possibility of recording a Trouble Ticket (TT), these calls can consequently not
be included in the Indicator.
6.1.3.2 - Whenever the system is not available and the Trouble Ticket (TT) is
consequently not recorded, all calls answered during the entire time the system
is down will be expunged from the Indicator.
6.1.4 -- The CONTRACTED PARTY will be awarded a bonus based on the COPERNICUS
Ranking. This bonus will be calculated through the Ranking obtained by each
Coverage Area. The Ranking should be weighted by the Total Facilities (Pre and
Post-Paid) for each Area.
Ex.: Area III -- Facilities 100,000 / Ranking: 3
Area IV -- Facilities 200,000 / Ranking: 2
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Weighted Copernicus Ranking = (100,000 x 3 + 200,000 x 2) / (100,000 + 200,000)
- Bonus Table for calculating the Monthly Remuneration
Copernicus Ranking Monthly Bonus
1 500,000
> 1 - <= 1.5 400,000
> 1.5 - <= 2 200,000
> 2 - <= 2.6 100,000
> 2.6 0
- Eligibility to receive the Bonus will be defined for the period between
the months in which the field surveys are carried out, paid out as from the
month checked.
e.g..: if the survey is carried out in April 2005 and the Ranking reaches
1.6, the monthly bonus will be R$ 200,000, with payment beginning in May 2005
and ending in August 2005 (bonus for January - April 2005).
Should the second survey be carried out in August 2005, the eligibility of these
findings will be considered for the months between the surveys, namely
May - August 2005, with payments schedule for September-December 2005.
- Should a survey be carried out prior to the complete settlement of a bonus
awarded for an earlier survey, the outstanding amount will be settled in full
in the month during which the second survey is analyzed.
For the example given above, assume another survey is carried out in July 2005.
In this case, an amount of R$ 400,000 will be paid out in July 2005 for March -
April 2005.
- Any outstanding amounts of bonuses still payable by December 2005 should
be settled in full.
- The CONTRACTED PARTY should transfer at least 50% (fifty per cent) of the
award to the Operations, in the manner it deems appropriate and duly proven to
OL. Should these payments to the supplier be made by the CONTRACTING PARTY, the
taxed owed by the CONTRACTED PARTY on the amounts involved will be transferred
thereto in full.
6.1.5 -- The CONTRACTED PARTY will be awarded a bonus on the basis of the ANATEL
Ranking:
- The CONTRACTED PARTY will be awarded a bonus on the basis of the ANATEL
Complaints Ranking disclosed each month by this Regulator.
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- The Bonus Table stipulates remuneration of R$ 10,000 for each rank above
10th place, with a cap of R$ 100,000. The Total Remuneration Formula is:
e.g..: Remuneration for the month: (ANATEL Ranking - 10) x R$ 10,000
Payment will always be made to the CONTRACTED PARTY in the month subsequent
to that checked by ANATEL.
Performance Ratings (SLA)
IND.01- SERVICE LEVEL - 90%
- The Service Level contracted for the Mixed and Technical Support Cell
operations is 90/20; meaning 90% of the Incoming calls are answered within
twenty seconds.
- The Service Level contracted for the VIP Cell operations is 90/10; meaning
90% of the Incoming calls are answered within ten seconds.
- The Service Level should be metered every half hour, as this is the
reference for calculating the Penalties and Bonuses as required.
- The Penalties Table should be calculated in accordance with the following
Table, with the percentage penalty being applied to the gross remuneration
calculated on the traffic metered for the half hour in question:
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PERIOD PERFORMANCE DOWNGRADE FINE CHECKED
------ -------------- --------- ------- -------
>= 90% N/A [*****]
>= 88% - < 90% N/A [*****]
>= 85% - < 88% N/A [*****]
>= 83% - < 85% N/A [*****]
>= 80% - < 83% N/A [*****] monthly
All
>= 70% - < 80% N/A [*****]
>= 60% - < 70% N/A [*****]
>= 50% - < 60% N/A [*****]
>= 40% - < 50% N/A [*****]
< 40% N/A [*****]
- The Service Level Penalties will be quashed for the range between
80% (inclusive) and 90%, for a certain number of days a month, which
will be stipulated by the CONTRACTED PARTY and are not cumulative
for carrying over to the subsequent month. The number of days open
to such cancellation of fines will be defined by the number of
Mondays in each month.
- The Service Level Penalties will be quashed in exceptional cases,
for example, if the system goes down. In order to qualify for such
cancellation, such facts should be notified and agreed with OI
within no more than D+1, taken as business days (Monday - Friday).
- Other examples for quashing fines: media notified without advance
notice of 3 (three) business days and / or with demands higher than
the installed capacity (Contax to suggest the possible Volume /
Service Level), external factors (transportation strike, floods,
large-scale accidents), among others.
IND.02 - Calls Qualifier (Percentage of Trouble Tickets (TTs) opened per call
answered) applicable to the Mixed and VIP cells.
- The Trouble Ticket (TT) opening target is 100%, and may even exceed
this figure as at least one Trouble Ticket (TT) should be opened for
each call.
- Consider a penalty of [*****] on the Gross Billing, for each 1% (one
per cent) drop in the Trouble Ticket (TT) opening Indicator. The
calculation should be carried out to one decimal place, meaning that
for a Performance Rating (SLA) of 99.5% (ninety nine point five per
cent),
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the penalty will be [*****], and so on. The maximum penalty will be
[*****].
- Exceptionally, the "Trouble Ticket (TT) Opening" indicator targets
for 2004 early 2005 for Mixed and VIP will be:
- November - 80%
- December - 90%
- January - 100%
IND.03 - Percentage within the Acceptable Average Attendance Time (TMA) Range -
Range. Applicable to the Mixed, VIP and Technical Support Cells
- The target for the "Average Attendance Time (TMA) Range" is shown in
the following Table, to be calculated on the basis of the Average
Attendance Time (TMA) for each operator through the formula given
below for 2004 and from January 2005 onwards:
- Average Attendance Time (TMA) Range = (The number of operators
with monthly TMA between 1.2 x TMA Operation and 0.67% x TMA
Operation) / (Total Number of Operators)
January 05
Cell October November December onwards
----------------- ------- -------- -------- ----------
Pre-paid 66% 68% 70% 70%
Post-paid 64% 66% 68% 70%
Mixed 58% 60% 62% 65%
Technical Support 70% 70% 70% 70%
VIP 80% 80% 80% 80%
- New Operators (market) will be considered as from the 61st
(sixty-first) day / Pre-Paid and Dealer.
- New Operators (market) will be considered as from the 91st day
/ Post-Paid, Mixed.
- Operators migrating between operator cells will be considered
as from 61 (sixty-one) days after the transfer.
- Operators answering less than 15% (fifteen per cent) of the
average calls for the Group will not be included in the
calculation.
- The indicator should be calculated on a monthly basis, with
Penalties to be applied on the Gross ▇▇▇▇▇▇▇▇.
- The Indicator and the resulting penalty should be calculated
separately for each Operations Cell.
- Consider a penalty of [*****] on the Gross Billing, for each
1% (one per cent) drop in the "TMA Range" indicator. The
calculation should be carried out to one decimal place. The
maximum penalty will be [*****].
IND.04 - SERVICE LEVEL - Dealer
- The Service Level contracted for the Dealer Operations is 80/20,
meaning that 80% of the Incoming calls are answered within 20
seconds.
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- The Service Level should be metered every half hour, as this is the
reference for calculating the Penalties and Bonuses as required.
The Penalties should be calculated in accordance with the following Table, with
the percentage penalty being applied to the gross remuneration, based on the
traffic metered for the half hour in question:
PERIOD PERFORMANCE DOWNGRADE FINE CHECKED
------ --------------- --------- ---- --------
>= 80% N/A 0%
>= 78% - < 80% N/A 1%
>= 75% - < 78% N/A 2%
>= 73% - < 75% N/A 3%
>= 70% - < 73% N/A 4%
All 1/2 hour
>= 60% - < 70% N/A 6%
>= 50% - < 60% N/A 8%
>= 40% - < 50% N/A 10%
>= 30% - < 40% N/A 12%
< 30% N/A 15%
- The Service Level Penalties will be quashed for the range between
70% (inclusive) and 80%, for a certain number of days a month, which
will be stipulated by the CONTRACTED PARTY and are not cumulative
for carrying over to the subsequent month. The number of days open
to such cancellation of fines will be defined by the number of
Mondays in each month.
- The Service Level Penalties will be quashed in exceptional cases,
for example, if the system goes down. In order to qualify for such
cancellation, such facts should be notified and agreed with OI
within no more than D+1, taken as business days (Monday - Friday).
- Other examples for quashing fines: media notified without advance
notice of 3 (three) business days and / or with demands higher than
the installed capacity, external factors (transportation strike,
floods, large-scale accidents), among others.
TRAINING:
The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:
- INITIAL TRAINING: Consists of the Training required for each
operator to begin work in the respective service cells, in order to
ensure a proper understanding of the various types of information
related thereto.
Service metered by Minute Spoken: Responsibility of the CONTRACTED
PARTY. This includes the start-up of a service, as well as the
replacement of operators due to normal staff turnover.
Service metered by Attendance Position (PA): Responsibility of the
CONTRACTING PARTY, PURSUANT to the Training Man-hours Price List.
REFRESHER TRAINING: Consists of Training providing updated information for
the respective service cells, upgrading the operators rendering the
services as follows:
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- The CONTRACTED PARTY is responsible for the Refresher Training
costs, for no more than 5 (five) days/year per operator. The costs
of any additional periods will be for the account of the CONTRACTING
PARTIES, in accordance with the Training Man-hours Price List or
Minute Spoken, for operations measured by Attendance Position (PA)
or Minute Spoken, respectively, which constitutes an integral part
of this document.
DURATION
The services covered in this chart will be supplied for a period of 6 (six)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.
REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "OI CUSTOMER SERVICE", rendered by
the CONTRACTED PARTY, provided the respective impact thereof does not result in
an annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.
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14. OI BUSINESS
The annual estimated fee for this service is [*****].
14.1 SERVICES CHART, PRICES, GENERAL CHARACTERISTICS, PERFORMANCE RATINGS (SLA).
SERVICE: OI BUSINESS
BILLING: Menu
OPERATING HOURS: 12 (twelve) hours x 7 (seven) days x week
BILLING CALCULATION PERIOD: - from the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month
Prices
SITE SERVICES UNIT R$
------- ------------------------------------ ------- -------
Basic Infrastructure R$ / PA [*****]
Labor Force Operator R$ / HC [*****]
Labor Force Supervisor R$ / HC [*****]
Overtime 100% -- Operator R$ / h [*****]
Overtime 50% -- Operator R$ / h [*****]
Niteroi Overtime 100% -- Supervisor R$ / h [*****]
Overtime 50% -- Supervisor R$ / h [*****]
Hours Training Operator R$ / h [*****]
Hours Training Supervisor R$ / h [*****]
Specialized Supervisor / Labor Force R$ / h [*****]
Labor Force Coordinator R$ / HC [*****]
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GENERAL CHARACTERISTICS
1 - SIZING
1.1 -- The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.
1.2 -- The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it to the CONTRACTED PARTY for its information and agreement.
1.3 -- For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.
2 -- BILLING
2.1 -- Billing the Attendance Positions (PAs) - Basic Infrastructure in the
Price List
2.1.1 -- The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.
2.1.2 -- The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.
2.1.3 -- This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the CMS System
2.1.4 -- The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)
2.1.5 -- The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day
2.2 -- Labor Force Billing
2.2.1 -- The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.
2.2.2 -- The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.
2.2.3 -- The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1)
2.2.4 -- The volume calculated may be higher than the forecast when the
CONTRACTING
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PARTY has agreed to increase the number of people on the calculation day
2.2.5 -- The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume
2.3 -- Overtime Billing
2.3.1 -- Overtime is not included in the Labor Force Price, and should be
charged separately as follows:
2.3.2 -- All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;
2.3.3 -- Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.
2.4 -- Training Billing
2.4.1 -- Initial Training and Product Training will be charged in compliance
with Table above.
2.4.2 -- The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.
2.5 -- Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.
2.6. Halt in the Operations
2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required
2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).
2.7 -- Issuing and Checking the Invoice
2.7.1 -- The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.
2.7.2 -- The CONTRACTED PARTY will forward a detailed Statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the 16th (sixteenth) of each MONTH, AND THE CONTRACTING PARTY will forward the
validation within two (2) business days from the forwarding of information by
the CONTRACTED PARTY..
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2.7.3 -- The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.
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14.2 SERVICES CHART, PRICES, GENERAL CHARACTERISTICS, PERFORMANCE RATINGS (SLA).
Service: BO SERVICES OI BUSINESS
Billing: Menu
Operating Hours: 12 (twelve) hours x 6 (six) days x week
Billing Calculation Period: from the 16th (sixteenth) day of the previous month
to the 15th (fifteenth) day of the current month -
Prices
SITE SERVICES UNIT R$
------- --------------------------- ----------- -------
Basic Infrastructure R$ / PA [*****]
Labor Force Operator R$/Hc/month [*****]
Labor Force Supervisor R$/Hc/month [*****]
Overtime 100% -- Operator R$ / h [*****]
Niteroi
Overtime 50% -- Operator R$ / h [*****]
Overtime 100% -- Supervisor R$ / h [*****]
Overtime 50% -- Supervisor R$ / h [*****]
Hours Training Operator R$ / h [*****]
Hours Training Supervisor R$ / h [*****]
General Characteristics
1-- SIZING
1.1 -- The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.
1.2 -- The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it to the CONTRACTED PARTY for its information and agreement.
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1.3 -- For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.
2 -- BILLING
2.1 -- Billing the Attendance Positions (PAs) - Basic Infrastructure in the
Price List
2.1.1 -- The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.
2.1.2 -- The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.
2.1.3 -- This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS).
2.1.4 -- The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)
2.1.5 -- The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day
2.2 -- Labor Force Billing
2.2.1 -- The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.
2.2.2 -- The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.
2.2.3 -- The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1).
2.2.4 -- The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day
2.2.5 -- The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume
2.3 -- Overtime Billing
2.3.1 -- Overtime is not included in the Labor Force Price, and should be
charged separately as follows:
2.3.2 -- All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;
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2.3.3 -- Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.
2.4 -- Training Billing
2.4.1 -- Initial Training and Product Training will be charged in compliance
with Table above.
2.4.2 -- The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.
2.5 -- Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.
2.6. Halt in the Operations
2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required
2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).
2.7 -- Issuing and Checking the Invoice
2.7.1 - The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.
2.7.2 -- The CONTRACTED PARTY will forward a detailed statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the 16th (sixteenth) of each month and the CONTRACTING PARTY will forward the
validation within two (2) business days from the forwarding of information by
the CONTRACTED PARTY..
2.7.3 -- The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.
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14.3 SERVICES CHART, PRICES, GENERAL CHARACTERISTICS, PERFORMANCE RATINGS (SLA)
Service: BO CONTESTATIONS OI BUSINESS
Billing: Menu
Operating Hours: 12 (twelve) hours X 6 (six) days x week
Billing Calculation Period: - from the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month.
Prices
SITE SERVICE UNIT R$
------- --------------------------- ----------- -------
Basic Infrastructure R$/Pa/month [*****]
Labor Force Operator R$/Hc/month [*****]
Labor Force Supervisor R$/Hc/month [*****]
Overtime 100% -- Operator R$ / h [*****]
Niteroi
Overtime 50% -- Operator R$ / h [*****]
Overtime 100% -- Supervisor R$ / h [*****]
Overtime 50% -- Supervisor R$ / h [*****]
Hours Training Operator R$ / h [*****]
Hours Training Supervisor R$ / h [*****]
General Characteristics
1-- SIZING
1.1 -- The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.
1.2 -- The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it to the CONTRACTED PARTY for its information and agreement.
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1.3 -- For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.
2 -- BILLING
2.1 -- Billing the Attendance Positions (PAs) - Basic Infrastructure in the
Price List
2.1.1 -- The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.
2.1.2 -- The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.
2.1.3 -- This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS).
2.1.4 -- The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1).
2.1.5 -- The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day.
2.2 -- Labor Force Billing
2.2.1 -- The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.
2.2.2 -- The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.
2.2.3 -- The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1)
2.2.4 -- The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day
2.2.5 -- The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume
2.3 -- Overtime Billing
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2.3.1 -- Overtime is not included in the Labor Force Price, and should be
charged separately as follows:
2.3.2 -- All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;
2.3.3 -- Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.
2.4 -- Training Billing
2.4.1 -- Initial Training and Product Training will be charged in compliance
with Table above.
2.4.2 -- The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.
2.5 -- Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.
2.6. Halt in the Operations
2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required.
2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).
2.7 -- Issuing and Checking the Invoice
2.7.1 -- The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.
2.7.2 -- The CONTRACTED PARTY will forward a detailed statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the 16th (sixteenth) of each month and the CONTRACTING PARTY will forward the
validation within two (2) business days from the forwarding of information by
the CONTRACTED PARTY.
2.7.3 -- The amounts charged through the Statement of Services Rendered refer to
the
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services rendered between the 16th (sixteenth) day of the previous month and the
15th (fifteenth) day of the current month. By the 10th (tenth) day of the month
subsequent to that covered by the invoice, the CONTRACTED PARTY may present the
CONTRACTING PARTY with an updated Statement of Services Rendered, showing the
amount receivable or deductible from the invoice issued for the month subsequent
to that covered by the invoice if any difference is ascertained, provided the
CONTRACTING PARTY and the CONTRACTED PARTY agree on that.
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14.4 SERVICES CHART, PRICES, GENERAL CHARACTERISTICS, PERFORMANCE RATINGS (SLA)
Service: RETENTION OI BUSINESS
Billing: Menu
Operating Hours: 12 (twelve) hours x 6 (six) days x week
Billing Calculation Period: from the 16th (sixteenth) day of the previous month
to the 15th (fifteenth) day of the current month.
Prices
SITE SERVICE UNIT R$
------- ------------------------------------ ----------- -------
Basic Infrastructure R$/Pa/month [*****]
Labor Force Operator R$/Hc/month [*****]
Labor Force Supervisor R$/Hc/month [*****]
Overtime 100% -- Operator R$ / h [*****]
Overtime 50% -- Operator R$ / h [*****]
Niteroi
Overtime 100% -- Supervisor R$ / h [*****]
Overtime 50% -- Supervisor R$ / h [*****]
Hours Training Operator R$ / h [*****]
Hours Training Supervisor R$ / h [*****]
Specialized Supervisor / Labor Force R$/Hc/month [*****]
General Characteristics:
1-- SIZING
1.1 -- The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.
1.2 -- The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
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it to the CONTRACTED PARTY for its information and agreement.
1.3 -- For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.
2 -- BILLING
2.1 -- Billing the Attendance Positions (PAs) - Basic Infrastructure in the
Price List
2.1.1 -- The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.
2.1.2 -- The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.
2.1.3 -- This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS)
2.1.4 -- The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)
2.1.5 -- The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day
2.2 -- Labor Force Billing
2.2.1 -- The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.
2.2.2 -- The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.
2.2.3 -- The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1)
2.2.4 -- The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day
2.2.5 - The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume
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2.3 -- Overtime Billing
2.3.1 -- Overtime is not included in the Labor Force Price, and should be
charged separately as follows:
2.3.2 -- All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;
2.3.3 -- Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.
2.4 -- Training
2.4.1 -- Initial Training and Product Training will be charged in compliance
with Table above.
2.4.2 -- The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.
2.5 -- Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this AGREEMENT.
2.6. Halt in the Operations
2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required
2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).
2.7 -- Issuing and Checking the Invoice
2.7.1 -- The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.
2.7.2 -- The CONTRACTED PARTY will forward a detailed statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the 16th (sixteenth) of each month and the CONTRACTING PARTY will forward the
validation within two (2) business days from the forwarding of information by
the CONTRACTED PARTY.
2.7.3 -- The amounts charged through the Statement of Services Rendered refer to
the
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services rendered between the 16th (sixteenth) day of the previous month and the
15th (fifteenth) day of the current month. By the 10th (tenth) day of the month
subsequent to that covered by the invoice, the CONTRACTED PARTY may present the
CONTRACTING PARTY with an updated Statement of Services Rendered, showing the
amount receivable or deductible from the invoice issued for the month subsequent
to that covered by the invoice if any difference is ascertained, provided the
CONTRACTING PARTY and the CONTRACTED PARTY agree on that.
A-151
14.5 SERVICES CHART, PRICES, GENERAL CHARACTERISTICS, PERFORMANCE RATINGS (SLA)
Service: BO RETENTION OI BUSINESS
Billing: Menu
Operating Hours: 12 (twelve) hours x 6 (six) days x week
Billing Calculation Period: - from the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month
Prices
SITE SERVICES UNIT R$
------- --------------------------- ----------- -------
Basic Infrastructure R$/Pa/month [*****]
Labor Force Operator R$/Hc/month [*****]
Labor Force Supervisor R$/Hc/month [*****]
Overtime 100% -- Operator R$ / h [*****]
Overtime 50% -- Operator R$ / h [*****]
Overtime 100% -- Supervisor R$ / h [*****]
Niteroi Overtime 50% -- Supervisor R$ / h [*****]
Hours Training Operator R$ / h [*****]
Hours Training Supervisor R$ / h [*****]
Assistants R$/Hc/month [*****]
Analyst R$/Hc/month [*****]
General Characteristics
1- SIZING
1.1 -- The forecast figures for the Attendance Positions (PAs) and Labor Force
should be
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drawn up for the next three months, on a month by month basis, and forwarded to
the CONTRACTED PARTY 45 (forty five) days prior to the first month covered by
the Quarterly Forecast.
1.2 -- The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it to the CONTRACTED PARTY for its information and agreement.
1.3 - For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.
2 -- BILLING
2.1 -- Billing the Attendance Positions (PAs) - Basic Infrastructure in the
Price List
2.1.1 -- The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.
2.1.2 -- The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.
2.1.3 -- This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS).
2.1.4 -- The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1).
2.1.5 - The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day
2.2 - Labor Force Billing
2.2.1 - The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.
2.2.2 -- The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.
2.2.3 -- The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1).
2.2.4 -- The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day
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2.2.5 -- The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume.
2.3 -- Overtime Billing
2.3.1 -- Overtime is not included in the Labor Force Price, and should be
charged separately as follows:
2.3.2 -- All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;
2.3.3 -- Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.
2.4 -- Training Billing
2.4.1 -- Initial Training and Product Training will be charged in compliance
with Table above.
2.4.2 -- The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.
2.5 -- Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.
2.6 -- Halt in the Operations
2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required
2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).
2.7 -- Issuing and Checking the Invoice
2.7.1 -- The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.
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2.7.2 -- The CONTRACTED PARTY will forward a detailed Statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the 16th (sixteenth) of each month and the CONTRACTING PARTY will forward the
validation within two (2) business days from the forwarding of information by
the CONTRACTED PARTY..
2.7.3 -- The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.
TRAINING:
The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:
- Initial Training: Consists of the Training required for each
operator to begin work in the respective service cells, in order to
ensure a proper understanding of the various types of information
related thereto.
Service metered by Minute Spoken: Responsibility of the CONTRACTED
PARTY. This includes the start-up of a service, as well as the
replacement of operators due to normal staff turnover.
Service metered by Attendance Position (PA): Responsibility of the
CONTRACTING PARTY, pursuant to the Training Man-hours Price List.
Refresher Training: Consists of Training providing updated information for
the respective service cells, upgrading the operators rendering the
services as follows:
- The CONTRACTED PARTY is responsible for the Refresher Training
costs, for no more than 5 (five) days/year per operator. The costs
of any additional periods will be for the account of the CONTRACTING
PARTIES, in accordance with the Training Man-hours Price List for
Minute Spoken, for operations measured by Attendance Position (PA)
or Minute Spoken, respectively, which constitutes an integral part
of this document.
DURATION
The services covered in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.
REDUCTION OF SERVICE
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The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "OI Business Services", rendered
by the CONTRACTED PARTY, provided the respective impact thereof does not result
in an annual reduction of more than [*****] of the revenues posted over the past
12 (twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.
A-156
15. THT Retention / Velox Business
The annual estimated fee for this service is [*****].
15.1 Services Chart, Prices, General Characteristics, Performance Ratings
(SLA).
Service: RET THT / VELOX BUSINESS
Billing: Menu
Operating Hours: 12 (twelve) hours x 6 (six) days x week
Billing Calculation Period: from the 16th (sixteenth) day of the previous month
to the 15th (fifteenth) day of the current month.
Prices
Site Service Unit R$
------- ------------------------------------ ----------- -------
Basic Infrastructure R$/Pa/month [*****]
Labor Force Operator R$/Hc/month [*****]
Labor Force Supervisor R$/Hc/month [*****]
Overtime 100% -- Operator R$ / h [*****]
Niteroi Overtime 50% -- Operator R$ / h [*****]
Overtime 100% -- Supervisor R$ / h [*****]
Overtime 50% -- Supervisor R$ / h [*****]
Hours Training Operator R$ / h [*****]
Hours Training Supervisor R$ / h [*****]
Specialized Supervisor / Labor Force R$/Hc/month [*****]
GENERAL CHARACTERISTICS
1- SIZING
1.1 - The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the
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Quarterly Forecast.
1.2 - The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it to the CONTRACTED PARTY for its information and agreement.
1.3 - For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.
2 - BILLING
2.1 - Billing the Attendance Positions (PAs) - Basic Infrastructure in the Price
List
2.1.1 - The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.
2.1.2 - The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.
2.1.3 - This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS)
2.1.4 - The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)
2.1.5 - The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day
2.2 - Labor Force Billing
2.2.1 - The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.
2.2.2 - The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.
2.2.3 - The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1).
2.2.4 - The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day
2.2.5 - The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume
2.3 - Overtime Billing
2.3.1 - Overtime is not included in the Labor Force Price, and should be charged
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separately as follows:
2.3.2 - All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;
2.3.3 - Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.
2.4 - Training Billing
2.4.1 - Initial Training and Product Training will be charged in compliance with
Table above.
2.4.2 - The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.
2.5 - Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.
2.6. Halt in the Operations
2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required
2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).
2.7 - Issuing and Checking the Invoice
2.7.1 - The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.
2.7.2 - The CONTRACTED PARTY forward a detailed statement to the CONTRACTING
PARTY covering the services rendered and the respective Billing by the 16th
(sixteenth) of each month and the CONTRACTING PARTY will forward the validation
within two (2) business days from the forwarding of information by the
CONTRACTED PARTY.
2.7.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING
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PARTY and the CONTRACTED PARTY agree on that
A-160
15.2 Services Chart, Prices, General Characteristics, Performance Ratings
(SLA).
Service: BO RET THT / VELOX BUSINESS
Billing: Menu
Operating Hours: 12 (twelve) hours x 6 (six) days x week
Billing Calculation Period: from the 16th (sixteenth) day of the previous month
to the 15th (fifteenth) day of the current month.
Prices
Site Service Unit R$
--------- ------------------------- ------------- -------
Basic Infrastructure R$/Pa/month [*****]
Labor Force Operator R$/Hc/month [*****]
Labor Force Supervisor R$/Hc/month [*****]
Overtime 100% -- Operator R$ / h [*****]
Niteroi Overtime 50% -- Operator R$ / h [*****]
Overtime 100% -- Supervisor R$ / h [*****]
Overtime 50% -- Supervisor R$ / h [*****]
Hours Training Operator R$ / h [*****]
Hours Training Supervisor R$ / h [*****]
GENERAL CHARACTERISTICS
1- SIZING
1.1 - The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.
1.2 - The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it to the CONTRACTED PARTY for its information and agreement.
A-161
1.3 - For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.
2 - BILLING
2.1 - Billing the Attendance Positions (PAs) - Basic Infrastructure in the Price
List
2.1.1 - The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.
2.1.2 - The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.
2.1.3 - This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS)
2.1.4 The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)
2.1.5 - The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day
2.2 - Labor Force Billing
2.2.1 - The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.
2.2.2 - The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.
2.2.3 - The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1).
2.2.4 - The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day
2.2.5 - The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume
2.3 - Overtime Billing
2.3.1 - Overtime is not included in the Labor Force Price, and should be charged
separately as follows:
2.3.2 - All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;
A-162
2.3.3 - Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.
2.4 - Training Billing
2.4.1 - Initial Training and Product Training will be charged in compliance with
Table above.
2.4.2 - The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.
2.5 - Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.
2.6. Halt in the Operations
2.6.1. For occurrences that may result in a halt in the operations, the
causes thereof should be identified in order to allocate responsibility
and liability as required
2.6.2. When the causes are related to the infrastructure and / or
technology that is the responsibility of the CONTRACTING PARTY, it should
pay remuneration for the operations based on duration of the halt and the
consequences thereof. The CONTRACTED PARTY should be remunerated as though
such an event had not occurred, consequently expunging the effects thereof
from the fines and volumes billed, based on the Performance Rating (SLA).
2.7 - Issuing and Checking the Invoice
2.7.1 - The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.
2.7.2 - The CONTRACTED PARTY forward a detailed statement to the CONTRACTING
PARTY covering the services rendered and the respective Billing by the 16th
(sixteenth) of each month and the CONTRACTING PARTY will forward the validation
within two (2) business days from the forwarding of information by the
CONTRACTED PARTY.
2.7.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.
A-163
The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:
- INITIAL TRAINING: Consists of the Training required for each
operator to begin work in the respective service cells, in order to
ensure a proper understanding of the various types of information
related thereto.
Service metered by Minute Spoken: Responsibility of the CONTRACTED
PARTY. This includes the start-up of a service, as well as the
replacement of operators due to normal staff turnover.
Service metered by Attendance Position (PA): Responsibility of the
CONTRACTING PARTY, PURSUANT to the Training Man-hours Price List.
REFRESHER TRAINING: Consists of Training providing updated information for
the respective service cells, upgrading the operators rendering the
services as follows:
- The CONTRACTED PARTY is responsible for the Refresher Training
costs, for no more than 5 (five) days/year per operator. The costs
of any additional periods will be for the account of the CONTRACTING
PARTIES, in accordance with the Training Man-hours Price List for
Minute Spoken, for operations measured by Attendance Position (PA)
or Minute Spoken, respectively, which constitutes an integral part
of this document.
DURATION
The services covered in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.
REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "THT Retention /Velox Business",
rendered by the CONTRACTED PARTY, provided the respective impact thereof does
not result in an annual reduction of more than [*****] of the revenues posted
over the past 12 (twelve) months by the CONTRACTED PARTY for this product. When
such reduction exceeds [*****], the additional amount will be considered as
partial rescission, being subject to a rescissory fine in such case equivalent
to the amount corresponding to the amount by which the monthly revenues are
reduced, multiplied by [*****]. This amount should be calculated without
including the [*****] reduction permitted as described above, taking into
consideration only the amount exceeding the reduction limit allowed for the
CONTRACTING PARTY. The fine should be paid by the CONTRACTING PARTY reducing the
services requested from the CONTRACTED PARTY, both adopting this stance and
taking the proportional aspects of the revenues into consideration.
A-164
16. OI COLLECTIONS
The annual estimated fee for this service is [*****].
16.1 Services Chart, Prices, General Characteristics, Performance Ratings
(SLA).
Service: COLLECTIONS IN - (INCOMING)
Billing: Attendance Position (PA) + Hours Menu
Operating Hours: 12 (twelve) hours x 6 (six) days x week
Billing Calculation Period: - From the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month.
Prices
Site Service Unit R$
----------- ------------------------- ------ ------
Attendance Position R$/PA [*****]
Overtime 100% -- Operator R$ / h [*****]
Overtime 50% -- Operator R$ / h [*****]
Overtime 100% -- Supervisor R$ / h [*****]
Niteroi/MG Overtime 50% -- Supervisor R$ / h [*****]
Hours Training Operator R$ / h [*****]
Hours Training Supervisor R$ / h [*****]
GENERAL CHARACTERISTICS
1- SIZING
1.1 - The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.
1.2 - The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
A-165
it to the
CONTRACTED PARTY for its information and agreement.
1.3 - For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.
2 - BILLING
2.1 - Billing the Attendance Positions (PAs) - Basic Infrastructure in the Price
List
2.1.1 - The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.
2.1.2 - The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.
2.1.3 - This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS)
2.1.4 - The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)
2.1.5 - The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day
2.2 - Labor Force Billing
2.2.1 - The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.
2.2.2 - The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.
2.2.3 The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1).
2.2.4 - The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day
2.2.5 - The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume
2.3 - Overtime Billing
2.3.1 - Overtime is not included in the Labor Force Price, and should be charged
A-166
separately as follows:
2.3.2 - All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;
2.3.3 - Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.
2.4 - Training Billing
2.4.1 - Initial Training and Product Training will be charged in compliance with
Table above.
2.4.2 - The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.
2.5 - Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.
2.6. Halt in the Operations
2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required
2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).
2.7 - Issuing and Checking the Invoice
2.7.1 - The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.
2.7.2 - The CONTRACTED PARTY forward a detailed statement to the CONTRACTING
PARTY covering the services rendered and the respective Billing by the 16th
(sixteenth) of each month and the CONTRACTING PARTY will forward the validation
within two (2) business days from the forwarding of information by the
CONTRACTED PARTY.
2.7.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING
A-167
PARTY and the CONTRACTED PARTY agree on that.
A-168
16.2 Services Chart, Prices, General Characteristics, Performance Ratings
(SLA).
Service: OI COLLECTIONS OUT - (OUTGOING)
Billing: Attendance Position (PA) + Hours Menu
Operating Hours: 12 (twelve) hours x 6 (six) days x week
Billing Calculation Period: From the 16th (sixteenth) day of the previous month
to the 15th (fifteenth) day of the current month.
Prices
Site Service Unit R$
---------- -------------------------------- ----------- ------
Attendance Position R$/PA [*****]
Overtime 100% -- Operator R$ / h [*****]
Overtime 50% -- Operator R$ / h [*****]
Overtime 100% -- Supervisor R$ / h [*****]
Overtime 50% -- Supervisor R$ / h [*****]
Hours Training Operator R$ / h [*****]
Niteroi/MG Hours Training Supervisor R$ / h [*****]
Labor Force Operator off line R$/Hc/month [*****]
Overtime 100% -- Operator off line R$ / h [*****]
Overtime 50% -- Operator off line R$ / h [*****]
Hours Training Operator off line R$ / h [*****]
GENERAL CHARACTERISTICS
- SIZING
1.1 - The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.
1.2 - The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it
A-169
to the CONTRACTED PARTY for its information and agreement.
1.3 - For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.
2 BILLING
2.1 - Billing the Attendance Positions (PAs) - Basic Infrastructure in the Price
List
2.1.1 - The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.
2.1.2 - The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.
2.1.3 - This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS)
2.1.4 - The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)
2.1.5 - The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day
2.2 - Labor Force Billing
2.2.1 - The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.
2.2.2 - The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.
2.2.3 - The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1)
2.2.4 - The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day
2.2.5 - The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume.
2.3 - Overtime Billing
2.3.1 - Overtime is not included in the Labor Force Price, and should be charged
separately as follows:
2.3.2 - All overtime will be billed as related to ANATEL and on holidays,
according to the
A-170
prices in this Product Price List;
2.3.3 - Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.
2.4 - Training Billing
2.4.1 - Initial Training and Product Training will be charged in compliance with
Table above.
2.4.2 - The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item
2.5 Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.
2.6. Halt in the Operations
2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required
2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).
2.7 - Issuing and Checking the Invoice
2.7.1 - The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.
2.7.2 - The CONTRACTED PARTY will forward a detailed Statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the 16th (sixteenth) of each MONTH, AND THE CONTRACTING PARTY will forward the
validation within two (2) business days from the forwarding of information by
the CONTRACTED PARTY.
2.7.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.
A-171
16.3 Services Chart, Prices, General Characteristics, Performance Ratings
(SLA) and Training Sessions
Service: BO COLLECTIONS
Billing: Attendance Position (PA) + Hours Menu
Operating Hours: 12 (twelve) hours x 6 (six) days x week
Billing Calculation Period: - From the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month.
Prices
Site Service Unit R$
----------- ------------------------- ------ ------
Attendance Position R$/PA [*****]
Overtime 100% -- Operator R$ / h [*****]
Overtime 50% -- Operator R$ / h [*****]
Niteroi/MG Overtime 100% -- Supervisor R$ / h [*****]
Overtime 50% -- Supervisor R$ / h [*****]
Hours Training Operator R$ / h [*****]
Hours Training Supervisor R$ / h [*****]
GENERAL CHARACTERISTICS
1- SIZING
1.1 The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.
1.2 The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it to the CONTRACTED PARTY for its information and agreement.
1.3 - For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.
2 BILLING
A-172
2.1 - Billing the Attendance Positions (PAs) - Basic Infrastructure in the Price
List
2.1.1 - The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.
2.1.2 - The Max Top is calculated on a daily basis, except for days off and
HOLIDAYS FOR THIS PRODUCT SERVICE GROUP.
2.1.3 - This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS)
2.1.4 - The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)
2.1.5 - The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day
2.2 - Labor Force Billing
2.2.1 - The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.
2.2.2 - The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.
2.2.3 - The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1)
2.2.4 - The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day
2.2.5 - The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume
2.3 - Overtime Billing
2.3.1 - Overtime is not included in the Labor Force Price, and should be charged
separately as follows:
2.3.2 - All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;
2.3.3 - Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.
A-173
2.4 - Training Billing
2.4.1 - Initial Training and Product Training will be charged in compliance with
Table above.
2.4.2 - The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.
2.5 - Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.
2.6. Halt in the Operations
2.6.1. For occurrences that may result in a halt in the operations, the
causes thereof should be identified in order to allocate responsibility
and liability as required
2.6.2. When the causes are related to the infrastructure and / or
technology that is the responsibility of the CONTRACTING PARTY, it should
pay remuneration for the operations based on duration of the halt and the
consequences thereof. The CONTRACTED PARTY should be remunerated as though
such an event had not occurred, consequently expunging the effects thereof
from the fines and volumes billed, based on the Performance Rating (SLA).
2.7 - Issuing and Checking the Invoice
2.7.1 - The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.
2.7.2 - The CONTRACTED PARTY will forward a detailed Statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the 16th (sixteenth) of each MONTH, AND THE CONTRACTING PARTY will forward the
validation within two (2) business days from the forwarding of information by
the CONTRACTED PARTY.
2.7.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.
TRAINING:
A-174
The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:
- INITIAL TRAINING: Consists of the Training required for each
operator to begin work in the respective service cells, in order to
ensure a proper understanding of the various types of information
related thereto.
Service metered by Attendance Position (PA): Responsibility of the
CONTRACTING PARTY, PURSUANT to the Training Man-hours Price List.
- REFRESHER TRAINING: Consists of Training providing updated
information for the respective service cells, upgrading the
operators rendering the services as follows:
The CONTRACTED PARTY is responsible for the Refresher Training
costs, for no more than 5 (five) days/year per operator. The costs
of any additional periods will be for the account of the CONTRACTING
PARTIES, in accordance with the Training Man-hours Price List, for
operations measured by Attendance Position (PA), which constitutes
an integral part of this document.
DURATION
The services covered in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.
REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "OI COLLECTIONS", rendered by the
CONTRACTED PARTY, provided the respective impact thereof does not result in an
annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.
A-175
17. TELEMAR OTHER SERVICES
The annual estimated fee for this service is [*****].
17.1 Services Chart, Prices, General Characteristics, Performance Ratings
(SLA).
List of Telomere services not specified in ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇ and Business
BILLING: Full Attendance Position (PA) / Productivity
BILLING CALCULATION PERIOD: from the 16th (sixteenth) day of the previous month
to the 15th (fifteenth) day of the current month
Prices for FULL ATTENDANCE POSITION (PA) - Site RJ
R$ R$
(first three years of the (after first three years of
Service contract)* the contract)**
------- ---------- ---------------
Credit Analysis [*****] [*****]
Back Office Velox -- Ombudsman (Jewel PA ) [*****] [*****]
Corporate Job / Fax Desk [*****] [*****]
Ombudsman -- PA x 8 hours (supervision) [*****] [*****]
Ombudsman -- PA x 8 hours [*****] [*****]
Ombudsman -- PA x 12 Hs [*****] [*****]
Velox Process Support [*****] [*****]
Velox Back Office [*****] [*****]
CCQ Retention [*****] [*****]
Linha Expressa Hot Line [*****] [*****]
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Special Civil Courts [*****] [*****]
Help Desk TI Level 1 [*****] [*****]
Help Desk TI Level 2 [*****] [*****]
Help Desk TI PA Extended [*****] [*****]
Facilities [*****] [*****]
Services - Solutions Center [*****] [*****]
Projeto Gol Provider [*****] [*****]
PRICE PER RECORD HANDLED - Productivity - Site RJ
R$ R$
(first three years of the (after first three years of
Service contract)* the contract)**
Clean-up [*****] [*****]
The CONTRACTED PARTY should stipulate the prices for the services in Reais,
calculated to 3 (three) decimal places.
PRICES FOR FULL ATTENDANCE POSITION (PA) - Site MG
R$ R$
(first three years of the (after first three years of
SERVICE contract)* the contract)**
------- ---------- ---------------
Staff Discount [*****] [*****]
Customer Services Web Velox [*****] [*****]
Customer Services Web Velox/ Chat On Line [*****] [*****]
Business Reutel [*****] [*****]
Business - Help Desk TI Level 1 -- eight h [*****] [*****]
Business - Help Desk TI Level 1 -- 6 h [*****] [*****]
Services Solutions Center [*****] [*****]
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Telemar Message Service [*****] [*****]
PRICES FOR FULL ATTENDANCE POSITION (PA) - Site BA
R$ R$
(first three years of the (after first three years of
SERVICE contract)* the contract)**
--------------------- ------------------------- ---------------------------
Advanced Screening [*****] [*****]
Quality [*****] [*****]
CAS [*****] [*****]
Denunciation Hot Line [*****] [*****]
Back Office [*****] [*****]
PRICES FOR FULL ATTENDANCE POSITION (PA) - CE SITE
R$ R$
(first three years of the (after first three years of
Service contract)* the contract)**
--------------------------------------- ------------------------- --------------------------
Services -- Back Office Services -- PA 8 h [*****] [*****]
Services -- Back Office Services -- PA 12 h [*****] [*****]
Services -- Solutions Desk -- PA 12 h [*****] [*****]
Services -- Solutions Center [*****] [*****]
Advanced Screening -- Back Office [*****] [*****]
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY
** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement
1. GENERAL CHARACTERISTICS
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1.1. Attendance Position (PA) -
1.1.1. The implementation period for Sizing new services will depend on
the technical resources required and the amount of time needed for
recruitment and training the Human Resources specifically for each service
requested by the CONTRACTING PARTY, WHICH should be agreed by the Parties.
1.1.2. For implementation period for Sizing existing services should
comply with the duration (in hours) of training defined for each service
already contracted.
1.1.3. Having confirmed the possibility of the CONTRACTED PARTY providing
additional Attendance Positions (PAs), the Parties will agree on such
increase, in addition to alterations to the price thereof, guaranteeing
the payment of such amounts.
1.1.4. In order to handle possible future campaigns whose dates should be
notified by the CONTRACTING PARTY, the increase in the agreed number of
Attendance Positions (PAs) should always be tailored to and facilities
available at the site(s), and may be requested from the CONTRACTED PARTY
with advance notice of 3 (three) business days for operations on
Saturdays, Sundays and holidays, and with advance notice of 15 (fifteen)
days for business days. It is hereby agreed that these periods may be
altered through common agreement by the Parties.
1.1.5. The Attendance Positions (PAs) to be added to the services may not
be contracted for less than 30 (thirty) days.
1.1.6. Any reduction in the Attendance Positions (PAs) should be requested
by the CONTRACTING PARTY with 15 (fifteen) days advance notice, and may
not exceed 10% (ten per cent) of the monthly average number of Attendance
Positions (PAs) allocated to the services, with it being hereby
established that the Parties may agree on a shorter period and / or alter
the percentage stipulated above should this be feasible for the customer
services.
1.1.7. Should the reduction in the Attendance Positions (PAs) requested by
the CONTRACTING PARTY result in a fraction, it is hereby agreed that this
will be rounded up to the full number above than fraction.
2. BILLING
2.1 Halts in the Operations
2.1.1. For occurrences that may result in a halt in the operations, the
causes thereof should be identified in order to allocate responsibility
and liability as follows:
2.1.2. When the causes are related to personnel management processes and /
or technological facilities maintenance contracts, responsibility will be
assigned to the CONTRACTED PARTY, which should ▇▇▇▇ for the operations
actually performed.
2.1.3. When the causes are related to the infrastructure and / or lack of
investments in technology, responsibility will be assigned to the
CONTRACTING PARTY, which should be pay remuneration for the following
operations, considered for Billing Purposes: Services contra
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tad by Attendance Position (PA): Billing for 100% (one hundred per
cent) of the Attendance Positions (PAs) approved for the period;
2.1.4. Other occurrences - such as partial halts, outside events, downtime
or brief slowdowns in the system that may adversely affect the performance
of the operations and that are proven to have been caused by factors that
are the sole responsibility of the CONTRACTING PARTY - should be
remunerated to the CONTRACTED PARTY, substituting the adversely affected
period by a similar period and calculated on the basis of the records for
the past 3 (three) months.
2.2 Loss of Billing Information
2.2.1 In situations where there is a partial or total loss of billing
information for a period, and once all attempts have been exhausted to
recover the data, the CONTRACTING PARTY should remunerate the CONTRACTED
PARTY, replacing the adversely affected period by a similar period
calculated on the basis of the historical records for the 3 (three)
previous months
2.3. The Billing of the services contracted by Attendance Positions (PAs) should
be handled in compliance with the following conditions:
a. On the 16th (sixteenth) day of the month in which the service is being
rendered, the CONTRACTED PARTY will calculate the average number of the
Attendance Positions (PAs) logged on during peak periods (HMM) (average of
the -1/2 hours) for the business days from the 16th (sixteenth) day of the
previous month to the 15th (fifteenth) day of the current month, jointly
with the CONTRACTING PARTY, based on the Reports agreed between the
Parties, and duly documented.
2.4. The Attendance Positions (PAs) will be deemed active when occupied for at
least four consecutive hours logged under any of the status situations listed
below:
a. In service (conversation, hold and / or post-service);
b. Paused, provided that this does not exceed 25 minutes;
c. Waiting to attend.
3. HUMAN RESOURCES
3.1. Staff Selection
3.1.1. The following Table presents the curricular requirements to be
taken into consideration for the recruitment and selection of candidates
for the Positions listed in this Table:
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Information
Services Position Education Experience Technology
-------- ----------- ------------- ------------------- -----------
Information; six
months Customer
High School Services Windows
Operator I Diploma (desirable) environment
Services Operator II High School 6 months Operator I Windows
Diploma (desirable) environment
1 year Supervisor
Undergraduate Customer Services
Supervisor (desirable) (desirable) Office
3.2. Training
3.2.1. The CONTRACTED PARTY is responsible for training its staff in
response and negotiation techniques, as well as transferring all the
training supplied by the CONTRACTING PARTY.
3.2.2. The CONTRACTING PARTY will be responsible for the Multiplicatory
Agent Training Sessions required to render the services covered by this
Annex, such as: training sessions focused on the legacy systems, products
and services required to perform the operating activities, in addition to
the costs of such training sessions, but with no responsibility for the
infrastructure that will transfer these activities to the operators.
3.3. Initial Training
3.3.1. The following Table presents the Modules constituting the
Capacity-Building Program for new employees hired by the CONTRACTED PARTY.
The Parties may update the content of these Programs at any time in order
to adapt them to the requirements of the operations, provided that common
agreement is reached thereon.
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QUALITY
OPERATOR MONITOR Supervisor
----------------------------------------------------- -------- ------- ----------
BEHAVIOR MODULE
Basic Customer Care Procedures. X X X
ORGANIZATION MODULE
Overview of Telecommunications, Organizational /
Institutional Aspects Telemar. X X X
OPERATIONS MODULE
Legacy Systems, Scripts and Procedures. X X X
MONITORING MODULE
Monitoring, Recording and Feedback Procedures. X
ADMINISTRATION AND LEADERSHIP MODULE / Staff and Team
Management X
3.3.2. The CONTRACTED PARTY should ensure that the operators begin work
only after they have completed the Initial Training Module, having
obtained grades that comply with the pre-defined approval ratings.
3.4. Capacity-building
3.4.1. The CONTRACTED PARTY should schedule the Capacity-Building Training
Sessions on the bases of the following criteria:
OTHER SERVICES GROUP Monitoring 20 min/ month
Training 360 min/ month
3.4.2. The CONTRACTED PARTY plan ahead and assign high priority to the
Capacity-Building Training Sessions in order to restore satisfactory
operator service standards, as described below:
a. Operators scoring monitoring grades below 85 (eighty five);
b. Operators with scores below the acceptable standard stipulated in
the Quality Certification process (CEQUAL);
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c. Unsatisfactory results in the Customer Satisfaction Survey or
Operator Performance Quality Monitoring services;
d. Results rated as unsatisfactory by ANATEL in terms of Operator
conduct;
e. Alterations to processes, procedures, business rules and / or
technology that affect the operator services.
3.4.3. Any hypotheses not covered in this document and situations where
the volume of Training Sessions required exceeds the implementation
capacity thereof, will be agreed upon by the Parties.
3.4.4. The duration of the Capacity-Building Training Sessions should
comply with the provisions in Item 4.4 of this Annex.
3.4.5. For Capacity-Building purposes, the training times allocated to
topics and priorities as defined by the Monitoring and Satisfaction
Surveys Ratings will be taken under consideration, ensuring that the
duration thereof is assigned to subjects ranked as high priority.
3.4.6. The Parties should agree on the duration (in hours) of the
Capacity-Building Training Sessions, required for special responses and
new services.
3.4.7. The CONTRACTED PARTY should schedule the Training Sessions in
compliance with the operator workloads, so that the service standards are
not adversely affected thereby, necessarily sized to the scale of the
operator capacity-building and training schedules.
3.4.8. The CONTRACTED PARTY should forward to the CONTRACTING PARTY the
monthly service and training schedules for each site, with information on
the services covered by the Training Sessions, the number of operators to
be trained, duration (in hours), and the location of the Training
Sessions.
3.4.9. The CONTRACTED PARTY should forward to the CONTRACTING PARTY a
Monthly Training Control Report and Refresher Courses held during the
previous month and containing pertinent information, such as attendance
and grades (where applicable).
3.5. Additional Training Sessions
a. For Training Sessions not covered in Items 4.3 and 4.4, the CONTRACTING
PARTY should draw up a training schedule for the Multiplicatory Agents,
lasting no more than 10 (ten) days, to be delivered to the CONTRACTED
PARTY with advance notice of 2 (two) days prior to the start of the
Training Sessions. The CONTRACTED PARTY should ensure that its
Multiplicatory Agents are available, provided that they are not involved
in other Training Sessions.
b. The CONTRACTED PARTY should draw up the Operator Training Program with
the objective of implementing the effective rendering of the services
within no more than 15 (fifteen) days, as from the end of the
Multiplicatory Agent Training Sessions.
c. Should the CONTRACTING PARTY request a Training Plan that requires
overtime or unforeseen outlays, such outlays will be for the account
thereof, with such amounts being estimated and agreed among the Parties
prior to the start of the Training Sessions.
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d. Should the Operator Training Program exceed 10 (ten) days, the
CONTRACTING PARTY should draw up a training schedule that does not
adversely affect the Performance Ratings (SLA) of the operations.
4. DURATION
The services listed in this chart will be supplied for a period of 5 (five)
years. On expiry of his period, the supply of the services will be automatically
renewed for 5 (five) years, unless any of the Parties decide otherwise. Should
any of the Parties decide not to extend the contract, the Party adopting such
decision should notify the other with advance notice of 180 (one hundred and
eighty) days, all as stipulated in Item 14.1 of the Services Agreement
regulating the business relationship in question.
5. REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services in this Group, called "TELEMAR - OTHER SERVICES", rendered by the
CONTRACTED PARTY, provided the respective impact thereof does not result in an
annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.
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18. OI OTHER SERVICES
The annual estimated fee for this service is [*****].
18.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).
OTHER SERVICES
BILLING: Menu
Operating Hours:
Billing Calculation Period: - from the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month.
Prices
Site Services Unit R$
------- ----------------------------------------- ------------------ -------
Niteroi ARU Port 2003 R$/port [*****]
ARU Port 2002 R$/port [*****]
Easyphone Dialer R$/License [*****]
Nicelog - Recording Port R$/port [*****]
Nicelog - Monitoring Port R$/port [*****]
Microsoft Office R$/License [*****]
Training Nice Universe R$/Hc [*****]
Training Nice Reporter R$/Hc [*****]
GMK - Minimum Monthly Cost R$ [*****]
GMK - Additional Hours R$/h [*****]
▇▇▇▇▇▇ - Form Development Hours R$/h [*****]
▇▇▇▇▇▇ - Report Development x Integration R$/h [*****]
Nice - Recording R$/port [*****]
ARU Development R$/h [*****]
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Leasing projectors R$/projector/month [*****]
Direct Talk BO Customer Service Licenses R$/License [*****]
Note: The positions, wages and prices for once-off location-specific demands for
labor that are not covered under Other Products in this Annex will be defined on
a case-by-case basis and approved by the CONTRACTING PARTY before issuing the
relevant invoices.
GENERAL CHARACTERISTICS
1 - Request
1.1 - For Other Services requiring analysis prior to performance, the
CONTRACTING PARTY should formally notify the CONTRACTED PARTY with 30 (thirty)
days advance notice, providing the technical specifications for the service and
stipulation the desired duration thereof. For recurring services, advance notice
of at least 5 (five) business days is required.
1.2 - The CONTRACTED PARTY will define the quantity of in-house and third party
resources required the technical feasibility, the need for investments and
outlays not covered in this Menu, and the compliance / delivery deadlines for
the project or requirement.
1.3 -- The CONTRACTED PARTY will advise the CONTRACTING PARTY of the amounts and
deadlines for responding to the request / project, with the latter issuing its
approval for the performance of the service.
2 -- Billing
2.1 - The Billing for Other Services rendered should cover in-house and third
party resources for each service, multiplied by the unit price in compliance
with the Price List in this document.
3 - STATEMENT OF SERVICES, APPROVAL AND ISSUE OF INVOICE BY THE CONTRACTED
PARTY:
3.1 - The Invoice (Nota Fiscal) shall be issued by the 20th (twentieth) day of
each month.
3.2 - The CONTRACTED PARTY forward a detailed statement to the CONTRACTING PARTY
covering the services rendered and the respective Billing by the 16th
(sixteenth) of each month, and the CONTRACTING PARTY will forward the validation
within 2 (two) days from the forwarding of information by the CONTRACTED PARTY.
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3.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.
DURATION
The services listed in this chart will be supplied for a period of 6 (six)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.
REDUCTION OF SERVICE
The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services in this Group, called "OI OTHER SERVICES", rendered by the
CONTRACTED PARTY, provided the respective impact thereof does not result in an
annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.
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Annex II -- Service Order
SERVICE ORDER
SAP CONTRACT N(DEGREE):
SERVICE ORDER N(DEGREE):
REQUESTED BY:
DATE OF REQUEST:
REQUEST CONTACT:
CONTAX CONTACT:
DEFINITION OF SERVICE AND
PERFORMANCE SITE(s):
RESOURCES (INVESTMENTS & FACILITIES) Check Table listing the Responsibilities for Investments & Facilities Costs
REMUNERATION : The remuneration will comply with the matters agreed in the Services Chart,
Prices, General Characteristics, Performance Ratings and Training appended to
SAP Contract n degrees [describe]
Approvals:
REQUESTED BY CONTAX
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