Sample Business Contracts

Services Agreement - Merchants Group (Ireland) Ltd. and Ltd.

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12th November 2002 Ltd.
New Enterprise House
St Helens Street

("the Client")

For the attention of Martin Clifford

Dear Martin


You have confirmed that you wish to proceed with the Services as outlined and
costed in the attached Schedule (the "Schedule") (the "Services").

Accordingly, this letter together with the Schedule and our Standard Terms and
Conditions (attached - the "Conditions") set out the terms and conditions on
which we agree the Services will be provided. In the event of any conflict
between the provisions of this letter together with the Schedule and the
Conditions (together "the/this Agreement") the provisions of this letter shall
take precedence over the Schedule, which shall take precedence over the

This Agreement shall commence on the date hereof and shall continue in force for
a minimum period of 1 year from Go Live of the Services (as defined in the
Schedule and which is at the date of this Agreement anticipated as being the 1st
of January 2003) and thereafter unless and until terminated:-

(i) by either party giving to the other a minimum of 120 days notice in writing,
such notice to take affect no earlier than the date which is 1 year from Go Live
of the Services; or

(ii) otherwise in accordance with this Agreement or.

Martin Clifford Ltd.                                                12th November 2002

Merchants shall provide the Services during the term of this Agreement in
accordance with the terms hereof.

You shall pay to us our fees, costs and expenses for the Services up to and
including the date of termination of this Agreement as detailed in this
Agreement. If you postpone or delay all or part of the Services you undertake to
pay our fees for personnel engaged on, and other costs incurred for, the
Services in respect of the period from the date such of the Services are
postponed to the date of resumption thereof together with any additional costs
incurred as a result of such postponement. We will endeavour to keep such costs
to a minimum. For the avoidance of doubt, payment of such fees and costs will be
in addition to the fees and expenses for the Services as detailed in this

The relationship between the parties is an independent contractor relationship
and nothing in this Agreement is intended to create an employer/employee
relationship between the parties. Merchants assume all responsibility and
liability with respect to hiring all foreign nationals to be hired by Merchants.

This Agreement will be governed by and construed in accordance with English law.
The parties agree to submit to the exclusive jurisdiction of the English courts.

Please sign and return the attached copy of this letter in confirmation of your
agreement to the above.

Yours sincerely

Duly authorised officer for and on behalf of
The Merchants Group (Ireland) Limited

We confirm our agreement to the above.

/s/ Martin Clifford
Duly authorised officer for an on behalf
Of Ltd.


                                     PART 1
                           DESCRIPTION OF THE SERVICES

Merchants will provide the Client with a dedicated team of multi-lingual
customer service agents based in Merchants contact centre in Cork.


Merchants will set-up the customer service contact centre from the date hereof
to 1st January 2003 (Go Live) and will provide the following during the set-up

      -     Project management

      -     Recruitment and selection

      -     Operational design

      -     Training design

      -     Training delivery

      -     Telephony specialist

IT set-up and support will be supplied by the Client. Merchants will provide
desktops and access to the internet.


Merchants will recruit the following resource to deliver the Services:-

RESOURCE                                                                NO.
<S>                                                                     <C>
Full-time English/German speaking agents                                 5
Full-time English/French speaking agents                                 5
Full-time English/Italian speaking agents                                5
Full-time English/Spanish speaking agents                                6
Team Leaders (bi-lingual)                                                2
Operations Manager                                                       1

Agent Resource                    Native with English            Non native with
<S>                               <C>                            <C>
German/English                             3                            2
French/English                             3                            2
Italian/English                            3                            2
Spanish/English                            3                            3
Team Leader                                1                            1


Recruitment will be conducted in two phases. Phase 1 will involve the
recruitment and selection of 12 agents, focusing on 6 English/Spanish, 3
English/German and 3 Italian/English speaking agents to commence training on 16
December 2002. The operations manager and one team leader will also be recruited
in Phase 1.

In Phase 2, Merchants will recruit and select the balance of 9 agents and one
team leader for training on the 6 January 2003.

Agents and team leaders will undergo an oral and written language test which
will be completed by DCU Language Services. An oral evaluation will be completed
by telephone including short dictation of addresses and numbers, role-playing,
etc. The written examination is completed over 1 hour and tests grammar,
structures and written communication. A pass level is 3+ out of 5.

Costs of recruitment of the above agents will be paid by Merchants and recovered
from the Client as set out in Part 2 of this Schedule.

21 full time agents is the minimum team size to apply to this contract. Any
changes to resources required by the Client will be agreed through Merchants
change control process detailing any associated additional changes to the
Services, costs and appropriate lead times. If the resources increase,
additional team leaders may be required and any additional costs will be agreed
through Merchants change control process. Changes to the resources involving
less than 20 people will require 90 days notice. Notice for changes to the
resources involving 20 or more people will be agreed through Merchants change
control process.


Similar to recruitment, training will be delivered in two groups. Group 1
training will commence on 16 December 2002 and will train 12 agents and 2
management. The balance of 9 agents and 1 team leader will be trained on 6
January 2003.

Each agent and management will attend 10 days of training. Training will be
split between Client and Merchants training. The Client will deliver 7.5 days of
training covering the Client's company, product, process and systems. Merchants
will deliver 2.5 days of training covering induction, email etiquette,
communication skills training and the accreditation process. The Client will
deliver its training as required by Merchants to fit within Merchants training

The Client will design the training to be delivered by it and will deliver to
the agents and management all related training material.



Merchants will set-up the operation in conjunction with the Client. During this
period all process flows and procedures, where appropriate, will be imported
from the Clients current operation. The Client prior to Go Live will sign off
all procedures and processes.


The Client will provide secure access to the systems required to provide the
Services by 16 December 2002.

Merchants will supply desktops and access to the Internet via Merchants ISP 2mb
link. Based on the conversations between Merchants IT and the Client's IT
department, it is envisaged that the usage of the link will be minimal as in
line with a typical Merchants user browsing the web and therefore, it is not
envisaged to require a charge on cost.

Any changes to the IT solution and associated costs will be agreed and signed
off through Merchants change control process.


Merchants will use its Lucent G3si telephony switch. The Client is responsible
for the delivery of the telephone line(s) and number (s) by pointing the number
(s) to the Merchants' Lucent switch.


It is intended that the Services will be operational ("Go Live") in 2 phases:
from 1 January 2003 with 12 agents; and from 20 January with an additional 9
agents. The dedicated team will handle both telephone (when available - see
below) and email enquiries from the Client's prospective and current customer
base. The service will be operational 24 hours x 7 days x 365 days, including
bank and public holidays. The team will handle telephone enquiries from the UK,
US, France, Germany, Spanish speaking countries and Italy from the dates the
telephone line(s) and number(s) are routed to Merchants' Lucent switch.

The Client will provide support and point of escalations. For a period of 3-6
months, Merchants will supply up to 2 desks on the floor for up to 2 supervisors
who will be employees of the Client. If a desk is required beyond this point,
any associated costs will be documented and agreed through the Merchants change
control process.


1.    No call volumes or patterns are available for Germany, France, Italy, and
      Spain and other Spanish speaking countries

2.    There is no fulfilment requirement for this operation.

3.    Listening into calls will be available.



-     Supply of ACD functionality.

-     Supply, configure and support of PC workstations.

-     Dedicated operational space and desks.

-     Recruitment and selection of team

-     Dedicated team of 21 agents, 2 team leaders and 1 operations manager.

-     Delivery of induction, email, communication skills and accreditation

-     Operational design and set-up.

-     Provision of 2 desks for the Client supervisors.


-     Design and delivery of brand induction, product and systems training and
      any additional training required.

-     Supply and sign off on operational processes and procedures.

-     Provision of training material

-     Supply of telephone number(s) and line(s).

-     Sign off on relevant documents including change controls.

-     Supply secure access to the systems required to provide the Services by 16
      December 2002

The Client shall provide on-going support to Merchants and points of escalation
in the event of operational problems and IT issues.

Part 2 of this Schedule describes the associated costs agreed to provide the
described Services.


                                     PART 2
                                PRICE AND PAYMENT

All prices are quoted in sterling and are exclusive of VAT and expenses.
Expenses such as travel, accommodation, telephone, postage and disbursements,
etc. will be charged at cost.

Prices are broken down as set-up and ongoing service delivery.

Prices are subject to annual increases in line with Clause 3.3 of the Conditions
on the 1st of January 2004 and every anniversary thereafter and Clause 3.3 of
the Conditions will be amended accordingly.


ACTIVITY                                                       STERLING (POUND)
<S>                                                            <C>
Operational design & project management                              4,930
Training design & delivery                                           3,150
Recruitment & relocation                                            58,420
Total                                                               66,500

Desktops and access to the internet are included in our costs. No other IT costs
are included in our price. The Client, prior to Go Live, will supply the IT
solution. Training for the agents and management is included under the ongoing
service delivery price.

50% of the Set Up price will be invoiced mid November and 50% mid December and
is payable within 30 days of the date of Merchants invoice.


From 1 January 2003, the ongoing cost per month will be (pound)43,560 per month.


Each seat for the Client on the operational floor will cost (pound)470 per seat
per month.

                          STANDARD TERMS AND CONDITIONS


1.          DEFINITIONS

1.1         In these Conditions:

"Agreement" means the agreement for the provision of the Services by Merchants
to the Client and includes the attached documentation and the Conditions.

"Confidential Information" means all information of a confidential or
proprietary nature disclosed (whether in writing, verbally or by any other means
whether directly or indirectly) by either party to the other whether before or
after the date of this Agreement including, without limitation, any information
relating to such party's (or any member of such party's group of companies)
customers, personnel, suppliers, products, operations, methodologies, processes,
procedures, techniques, MIS formats, briefing templates, scripts, call handling
processes, databases and other storage media (of whatever nature) whether in
human or machine readable form, developments, plans, intentions, product and
price information, know-how, design rights, trade secrets, market opportunities,
Merchants Edu-Action programme, business affairs and the terms of and fees
payable under this Agreement.

"Data" means, without limitation, customer or product data, information,
records, documents, plans, scripts and reports whether verbal, written or in
some other human or machine readable form.

"Indemnified Matters" includes without limitation all liability, actions,
proceedings, claims, demands, injury, loss (including special, consequential and
indirect loss), damages, costs and expenses.

"Intellectual Property Rights" means all software, patents, copyrights, design
rights, trade marks, service marks, trade secrets, know-how and other
intellectual property rights (whether registered or unregistered), and all
applications for the same, anywhere in the world.

"Marketing Work" shall include one or more of the following: direct mail,
telephone sales and/or marketing, advertising, market research promotional
literature, data management, database design, programming or other direct
marketing activities.

"Working Day" means Monday to Friday inclusive excluding bank and public

1.2         The headings in these Conditions are for convenience only and shall
            not affect their interpretation.


2.1         Merchants will perform the Services with reasonable skill and care
            and in a timely, courteous and professional manner. Merchants is
            entitled to sub-contract all or part of the Services.

2.2         The Agreement constitutes the entire agreement between the parties
            with regard to provision of the Services and supersedes all previous
            conditions, agreements or representations, written or oral (except
            to the extent fraudulent or negligent misrepresentations), with
            respect to provision of the Services. The express terms of this
            Agreement are in lieu of all warranties, conditions, terms,
            undertakings and obligations, whether express or implied by statute,
            common law, custom, trade usage, course of dealing or otherwise,
            which are hereby excluded to the fullest extent permitted by law. No
            variation or additions shall be effective unless agreed by the
            parties in writing.

3.          FEES

3.1         Fees are exclusive of Value Added Tax (if applicable), and telephone
            and postal charges and other and reasonable expenses, which shall be
            charged at cost and paid by the Client.

3.2         Fees in currencies other than pounds sterling are subject to
            increase based on the exchange rate applicable.

3.3         Merchants is entitled on each anniversary of the date hereof to
            increase the amount of the fees by the percentage increase in the
            Average Earnings Index published by the Office for National
            Statistics from the date of the previous increase (or, in the case
            of the first increase, from the date hereof).

4.          PAYMENT

4.1         Fees shall be invoiced monthly in arrears and are payable within 30
            days of the date of Merchants' invoice.

4.2         Expenses and other costs will be invoiced separately monthly in
            arrears and, unless otherwise agreed in writing, are payable within
            30 days of the date of Merchants' invoice.

4.3         Merchants reserves the right to charge interest (both before and
            after any judgement) on a daily basis at the rate of 3% per annum
            over Barclays Bank plc base rate from the time payment is due until
            receipt by Merchants of cleared funds from the Client.

4.4         If the Client fails to make any payment by the due date then in
            addition to any other rights it may have Merchants shall be entitled
            to suspend all or any services under this or any other Agreement
            with the Client. In such event the Client shall not in any respect
            be released from its obligations to Merchants under this or any
            other Agreement.

4.5         The Client shall pay or reimburse any tax, levy or charge imposed by
            a foreign authority.


5.1         All Data, information and other facilities reasonably requested by
            Merchants to enable it to perform the Agreement shall be supplied in
            accordance with the timeframes set out in the Agreement and if no
            timeframes are expressed, in a timely manner. Any information or
            data to be supplied by the Client shall be accurate and sufficient
            to enable Merchants to perform the Agreement.

5.2         In the event that Data, information or facilities supplied by the
            Client in order for Merchants to perform its obligations under this
            Agreement is delayed, inaccurate or insufficient, Merchants shall be
            entitled to charge the Client for its reasonable costs and expenses
            incurred as a result including wasted time of staff and costs in
            respect thereof.

5.3         Each party will indemnify the other against the Indemnified Matters
            in respect of any alleged infringement of third parties'
            Intellectual Property Rights by the misuse of Data or Confidential
            Information supplied by one party to the other for the purposes of
            this Agreement.


6.1.1       Merchants accepts liability for death or personal injury caused by
            the negligence of Merchants, its employees or agents.

6.1.2       Without prejudice to Condition 6.1.1 Merchants shall not be liable
            to the Client for any indirect, consequential or special loss
            arising out of or in connection with this Agreement. In particular,
            and without limitation to the aforegoing, Merchants will not be
            liable for any loss to the Client of business, revenue, profits,
            anticipated savings, goodwill or reputation.

6.1.3       Without prejudice to Condition 6.1.1 in no event shall Merchants
            liability under this Agreement regardless of the form of action
            whether in contract or tort (including negligence) or otherwise
            exceed the aggregate of the fees payable to Merchants pursuant to
            this Agreement.

6.2.1       Merchants shall not be liable for any breach of contract or delay in
            or non-performance of the Services to the extent such breach, delay
            or non-performance is caused by (a) the Client supplying inadequate
            or inaccurate Data or instructions; (b) the Client not complying


            with its obligations as set out in this Agreement; (c) the failure
            of any equipment or software provided by the Client for the purpose
            of provision of the Services; or (d) any other act or omission of
            the Client, its employees, agents, contractors or third party
            suppliers (each a "Client Cause").

6.2.2       Merchants shall be entitled to charge the full amount of any
            applicable fees, costs and expenses relating to periods during which
            Services are disrupted or have failed due to a Client Cause together
            with any additional costs and expenses arising as a result thereof.


7.1         Merchants acknowledges that ownership of, and all Intellectual
            Property Rights in, all Data and Confidential Information disclosed,
            supplied or provided to Merchants by the Client in the course of the
            provision of the Services is and will at all times belong to and
            remain the sole property of the Client.

7.2         The Client acknowledges that ownership of, and all Intellectual
            Property Rights in, any and all Data and Confidential Information
            disclosed, supplied or provided by Merchants to the Client or
            generated or developed by Merchants in the provision of the Services
            (except as set out in Condition 7.3) shall at all times belong to
            and remain the sole property of Merchants.

7.3         Merchants acknowledges that ownership of, and all Intellectual
            Property Rights in, all Data generated, and specifically identified
            by Merchants in writing as generated, solely for the Client will at
            all times belong to and remain the sole property of the Client. For
            the avoidance of doubt, no part of the Edu-Action programme shall be
            the property of the Client and the Client shall have no rights in
            respect thereof.

7.4         Each party undertakes at all times after as well as during the
            performance of this Agreement to treat as confidential all
            Confidential Information belonging to the other and to maintain and
            ensure complete confidentiality as to all matters concerning the
            other party, its business and affairs and any Data and Intellectual
            Property Rights of or supplied by that other party and each party
            further undertakes that it will only disclose such matters to those
            persons directly involved in providing the Services under the
            Agreement and not to any third party and that it will not use such
            information except for the specific purpose authorised by this
            Agreement. Such information will not otherwise be disclosed except
            where required by law without the other party's written approval.

7.3         Each party undertakes at all times to comply with its obligations in
            respect of this Agreement in relation to the Data Protection Act
            1998 either as data controller or data processor and all other
            applicable laws, ordinances, statutes, rules and regulations.

8.          FORCE MAJEURE

            Neither party will be liable to the other by reason of any delay in
            performance or non-performance of its obligations to the extent that
            such is attributable to any circumstances reasonably beyond the
            control of that party, including (but without limitation) failure of
            telephone or public services, war, riot, act of terrorism, act of
            God, fire or storm. In the event that either party shall be
            prevented from material performance of its obligations under this
            Agreement due to a Force Majeure event for a period of more than 30
            days the other party shall have the right to terminate this
            Agreement on 7 days notice.

9.          TERMINATION

9.1         Without prejudice to any of its other rights or remedies either
            party may immediately terminate this Agreement by notice in writing
            to the other party:-

9.1.1       If the other party commits any material or persistent breach of this
            Agreement which (if being a breach capable of remedy (not being an
            obligation to make payment under this Agreement)) shall not be
            remedied within 30 business days of receiving written notice from
            the innocent party requiring it to remedy such breach.

9.1.2       If a distress or execution is levied upon a substantial part of the
            other party's assets or if the other party makes any voluntary
            arrangement with its creditors or becomes subject to an
            administration order or (being a partnership) is dissolved or (being
            a company) goes into liquidation or if any meeting is convened to
            consider its winding up or if a creditors' meeting is convened or if
            it becomes insolvent or unable to pay its debts (within the meaning
            of S123 Insolvency Act 1986) or if a receiver or manager is
            appointed over all or any part of its assets;

9.1.3       If either party ceases or threatens to cease to carry on business.

10.         MARKETING WORK

            Where Merchants carries out Marketing Work under the Agreement, the
            following additional Conditions shall apply:-

10.1        Merchants will conduct Marketing Work in accordance with the rules
            and regulations of the Direct Marketing Association (the "DMA") and
            can terminate the Agreement forthwith in writing without liability
            in the event the Client requires Merchants to contravene any
            governing rule or regulation. Copies of the DMA's rules and
            regulations are available on request.

10.2        The Client grants to Merchants a non-exclusive licence to use the
            brand name and the Client's actual name and, if different, the
            Client's trading style, for the purpose of performing the Agreement.

10.3        The Client warrants:-

10.3.1      that the Client's goods and/or services shall match the information
            relating to or description of goods and/or services supplied to
            Merchants for the purposes of performing the Agreement;

10.3.2      that the Client shall not cause Merchants to include any material
            which is or may be obscene or defamatory, which infringes any other
            party's Intellectual Property Rights or which may constitute an
            offence under the Trade Descriptions Act 1968 or any other statute
            from time to time in force;

10.3.3      that where Data supplied by the Client is required to be screened
            against the listing held by the Telephone Preference Service, the
            screening has been carried out prior to the supply of the Data to

10.4        Merchants shall be entitled, at the Client's cost, to screen any
            Data supplied by the Client against the listing held by the
            Telephone Preference Service should Merchants, acting reasonably,
            deem it necessary to do so.

11.         PERSONNEL

            During the continuance of the Agreement and for the period of one
            year after termination of the Agreement or completion of the
            Services (whichever shall be later) neither party shall solicit or
            offer employment or engagement to any of the other party's personnel
            or agents who have been engaged in or performed the Services without
            the prior written consent of Merchants.


            Any computer software which Merchants or any Merchants
            sub-contractor designs, specifies and /or creates for the Client or
            for providing the Services pursuant to this Agreement, including for
            the avoidance of doubt any part of the Edu-Action programme, and any
            Intellectual Property Rights therein, is and shall remain the
            exclusive property of Merchants. Any equipment, software, hardware
            or other IT purchased for provision of the Services is the property
            of Merchants.

13.         CHANGE CONTROL

            If either party wishes to request any changes to the Services such
            changes will only be made and implemented by agreement of the
            parties in accordance with the Merchants Change Control Procedures.


14.         GENERAL

14.1        A person who is not a party to this Agreement has no right under the
            Contracts (Rights of Third Parties) Act 1999 to enforce any term of
            this Agreement but this does not affect any right or remedy of a
            third party which exists or is available apart from that Act.

14.2        Except as set out following, any dispute which cannot be resolved by
            the parties may be referred to an arbitrator or expert agreed upon
            by the parties or, failing agreement, to be appointed by the
            President for the time being of the Law Society and his award
            including any direction as to payment of fees and costs in the
            arbitration or award shall be binding on both parties. This
            Condition shall not apply to non-payment of fees, costs and expenses

14.3        Each of the obligations of the parties under the Agreement shall be
            a separate and independent obligation. In the event that any
            provision or part thereof of the Agreement is held to be invalid or
            unenforceable, the remaining provision and part of the Agreement
            shall remain in full force and effect. No indulgence, forbearance or
            delay permitted by either party shall prevent it from enforcing its
            rights at any time and no waiver in respect of any breach shall
            operate as a waiver in respect of any other or subsequent breach.

14.4.1      Any notice or communication (including without limitation invoices
            or other documents) may be sent by first class post or facsimile or
            delivered to Merchants at its registered office or to the Client at
            any address which it may have used in correspondence with Merchants
            or at its registered office or may be served personally on any
            director or the secretary of the Client.

14.4.2      Correspondence by first class post shall be deemed to have been
            served on the second working day after posting. Correspondence by
            facsimile shall be deemed to have been served when despatched.

14.5        The Agreement and the rights and obligations thereunder are personal
            to the parties and neither party may assign nor transfer the same
            to, nor create a declaration of trust of the same in favour of, a
            third party without the prior written consent of the other party.

14.6        The Agreement shall be construed in accordance with and governed by
            the laws of England and (subject to Condition 14.2) each party
            agrees to submit to the exclusive jurisdiction of the English