CONTACT CENTRE PRODUCT TERMS

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CONTACT CENTRE PRODUCT TERMS

Contact Centre Services are provided by SALESFORCE AUSTRALIA PTY LTD ABN 30 006 688 955 of Level 3, 116 Miller Street, North Sydney, 2060 pursuant to the General Terms and the further Product Terms set out below.

DEFINITIONS

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In addition to the definitions set out in clause 1 of the General Terms, the following definitions also apply to these Product Terms:

Business Hours means 9am to 5pm on any Business Day; Commencement Date means the date set out in the SOW; Customer means a customer or potential customer of the Client;

Early Termination Fee means the fee (if any) stipulated in an SOW intended to cover costs incurred or suffered by Salmat in connection with the early termination of an SOW; Implementation Fees mean the amount/s set out in the SOW;

Operational Fees means the amount/s set out the SOW.

COMPLIANCE WITH LAWS

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Salmat and the Client acknowledge and agree that compliance with clause 6.1(b) of the 2.1

General Terms includes the Do Not Call Register Act 2006 (Cth) and Part 6 of the

Telecommunications Act 1997 (Cth) in in connection with any outbound call centre services contemplated by this Agreement.

To the extent the Client requires Salmat to comply with any Laws, industry code or standard 2.2

applicable to the Client’s business, products or services which Salmat would not otherwise generally be required to comply with, the Client must provide Salmat with details of the specific compliance obligations including any updates or changes to those obligations during the Term. Such obligations may be scoped and costed by Salmat as a business requirement or a change request in the relevant SOW.

PARTY’S OBLIGATIONS

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Salmat’s Obligations. During the Term, Salmat shall: 3.1

provide the Services at the address set out in the SOW (or such other place as is (a)

agreed by the parties from time to time) during the hours set out in the SOW, use its reasonable commercial endeavours to employ or use the number of target (b)

staff set out in the SOW (or such other number of staff as varied by agreement during the Term) to provide the Services, and provide replacement staff as soon as practicable if the number of staff fall below that level; and

(2)

provide the Services using telephone calling and answering procedures and (c)

protocols (including any scripting) developed or approved by the Client. Client’s Obligations. During the Term, the Client must:

3.2

provide to all Salmat staff involved in the provision of the Services (and, in (a)

particular, during any training period), all necessary training and information required for the provision of the Services;

provide Salmat with sufficient information and data (including, where (b)

appropriate, Customer lists, approved scripting and call handling processes) necessary to provide the Services;

where applicable, provide Customers with all relevant disclosure documents, (c)

customer agreements and cooling off notice as required by any Law;

provide Salmat with access to its system, software and any equipment (including (d)

passwords, logins etc.) necessary to provide the Services at no cost to Salmat; provide information, assistance and approvals as and when reasonably required (e)

by Salmat; and

if Services are to be provided at Client premises: (f)

(i) provide and maintain the premises at no cost to Salmat to enable Salmat personnel to provide the Services:

(ii) furnish, heat/air-condition, provide electricity and access to telephone services, computer equipment and site facilities at no cost to Salmat necessary for the provision of the Services;

(iii) provide Salmat with access to the Client premises and Salmat personnel in order to monitor and manage the performance of the Salmat personnel; and (iv) comply with the relevant work, health, safety policies.

FEES AND INVOICING

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In consideration of the provision of the Services, the Client must pay or cause to be paid to 4.1

Salmat:

the Implementation Fees and on-going Operational Fees; (a)

outbound telephone charges as set out in the monthly outbound telephone (b)

analysis;

fees in respect of incidental costs reasonably incurred in the provision of the (c)

Services including but not limited to:

(i) postage;

(ii) inbound telephone services (including toll free numbers); (iii) ISDN usage;

(iv) voicemail (rental and charges);

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(vi) office equipment usage (including photocopiers, printers and facsimiles); and

(vii) couriers/freight.

Data storage and data return fees as specified in an SOW. (d)

All pricing is subject to an annual fee review on each anniversary of the Commencement 4.2

Date of Services determined by the location from which the Services are provided as follows: Australian Service Locations: Except as otherwise stipulated in a Statement of (a)

Work, Fees will be increased on each anniversary of the Commencement Date in accordance with the Consumer Price Index (All Groups Weighted Average) as published by the Australian Bureau of Statistics for the immediately preceding year, provided such annual index movement is between 2% and 5%. Should the actual movement in the Consumer Price Index be less than 2%, the Fees will be increased by 2%. Should the actual movement in the Consumer Price Index be above 5%, the Fees will be increased by 5%.

New Zealand Service Locations: As above for Australia, with the relevant Index (b)

being the New Zealand all groups Consumers Price Index published by Statistics New Zealand.

Philippines (Manila) Service Location: Except as otherwise stipulated in a (c)

Statement of Work, Fees will be increased on each anniversary of the Commencement Date by the greater of an amount equal to 4% of the rates applicable to the immediately preceding year, or the percentage increase in the Consumer Price Index for All Income Households in the National Capital Region (NCR), Weighted Average of All Items, as published by the National Statistics Office of the Philippines for the immediately preceding year.

Invoicing. Except as otherwise provided in a SOW, Salmat will invoice the Fees as follows: 4.3

Implementation Fees will be invoiced on the Commencement Date; (a)

Operational Fees and all other fees and charges will be invoiced monthly in (b)

arrears; and

Where the fees and charges set out in a SOW are expressed in a foreign currency, (c)

such fees and charges will be converted to Australian dollars for invoicing each month based on the actual mid-month exchange rate that was applicable to the month of operations (e.g. the exchange rate that is used for August 2015

invoicing is the rate that was applicable to the 15th of August 2015), as published at www.xe.com/ict/.

PRICING ASSUMPTIONS

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Pricing provided by Salmat is developed on the basis of a defined scope and scale of 5.1

(4)

Where a range of service volumes is required to be considered, Salmat will endeavour to 5.2

provide a volume based rate card. Such rate cards are for ongoing operational fees and do not include any costs associated with implementing a change request.

Where a change in scope of services is requested by Client, Salmat will provide updated 5.3

pricing in accordance with the change request process in clause 14 of the General Terms and as may be further particularised in an SOW.

Unless otherwise specified in the SOW, pricing excludes( where applicable): 5.4

Do Not Call Register data wash costs; (a)

data purchase costs; (b)

provision of any out of scope software licences; (c)

travel and accommodation expenses associated with initial implementation; (d)

stationery/postage costs associated with any fulfilment workload required to be (e)

carried out by Salmat;

setup and on-going charges associated with peripheral technology (e.g. Facsimile (f)

Machine);

IT development and implementation costs; (g)

inbound or outbound telephony; (h)

agent training (including staff on-costs) and recruitment costs including in (i)

connection with agent attrition;

costs associated with staff ramp ups, including recruitment and training costs; (j)

costs associated with staff ramp downs, including staff termination costs; (k)

provision for inflation or minimum wage increases; (l)

provision for performance bonus payments to agents (tied to KPI success); (m)

provision for annual leave and personal leave entitlements; (n)

overtime and penalty rates- Fees are based on a 38 hours week for Australia or (o)

40 hours for New Zealand and Philippines during Business Hours; and data conversion costs (where Client requires data in a particular format). (p)

CONSEQUENCES OF SUSPENSION OR TERMINATION

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If Client directs the Services to be suspended, Salmat may recover all direct and indirect 6.1

costs arising out of or relating to the suspension. On termination of an SOW:

6.2

the Client must pay: (a)

(i) all Operational or Implementation Fees and reimbursements due to Salmat with respect to Services provided up to and including the date of

termination (including any notice period);,

(ii) costs associated with early termination of staff members, impacted by the termination;

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(iii) any other Fees reasonably incurred to conclude the provision of the Services which Fees include those Fees associated with re-routing telephone calls and any additional staff required to implement and monitor the conclusion of the Services; and

(iv) any Early Termination Fee;,

(provided that items (ii) and (iv) are not payable where the Clients terminates as a result of Salmat’s default under clause 10.1(a) of the General Terms); and

except as otherwise provided in the SOW, all licences granted by Salmat to the (b)

Client shall terminate immediately and the Client will comply with any and all reasonable instructions of Salmat in relation to the termination of licences applicable to third party software.

On termination or expiry of a SOW, the Client acknowledges and agrees that: 6.3

Salmat may recover from the Client any costs reasonably incurred and notified to (a)

the Client in connection with the disengagement, including retrieval of Client Materials in electronic form from its systems; and

any Client Materials to be returned under clause 6.3(a), will be provided in the (b)

format retrieved from Salmat’s systems at the date of termination.

At any time prior to the termination or expiry of a SOW, the Client may submit a written 6.4

request for disengagement services and/or assistance with transitioning to a new provider. Unless these services are agreed, scoped and costed pursuant to a Change Request or a separate SOW, such services are provided in Salmat’s absolute discretion, at its then current rates and charges.

NON-SOLICITATION

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Except with Salmat’s prior written consent, Client must not, during the Term and for a period of 6 months after the expiration of the Term, solicit, interfere with or endeavour to entice away any call centre personnel (“Personnel”) of Salmat or any Salmat Affiliate, or counsel, procure or assist any person to do those things. Consent may be granted by Salmat in its absolute discretion and may be subject to a finder’s fee as specified in an SOW or otherwise agreed in writing by the parties.