RENEWAL AND AMENDMENT ADDENDUM NO.

3 TO SERVICE SUPPLY AGREEMENT~

Th is renewal and amendment addendum ("Addendum") is made on April18, 2017 between:

Vodafone Egypt Telecommunications S.A.E., with its chosen location at AI-Mehwar AI-Markazy, plot 65/3c, 6 of
October City, Egypt, a company incorporated under the laws of Egypt and represented by Mr. Ashraf Helal in his
capacity as Commercial Operations Director (hereinafter "Vodafone") and,

Wasla Contact Center, with registered offices at 17 AI Ahram st, Korba, Heliopolis, Cairo, Egypt, and represented
by Mr. Mohamed EI-Shahawy in his capacity as the Chief Executive Officer. (hereinafter "Contractor" or
"Wasla").

RECITALS

A. Vodafone and the Contractor are parties (hereinafter "Parties") to the "Agreement" dated August 1, 2014
and its renewals dated September 17, 2015 and May 17, 20 16, and with expiry date of March 31, 2017
bearing Vodafone ID 2015MA003113

B. The Parties-upon declaring their legal capacity-wish to renew and make amendments to t he "Agreement"
thereto as further described in the articles below

Article 1: Renewal:

This Addendum shall come into force and effect as of Aprill, 2017 and shall be expiring on March 31, 2018.

Article 2: Replacing two Annexes:

The Parties agreed to replace "Amended Annex 1" and "Amended Annex 2" of the Agreement with the "Annex
12017" and "Annex 2 2017" respectively as attached, and they shall be considered an integral part thE!reof.

Article 3: Adding two new Annexes:

The Parties agreed to add "Annex 5" & "Annex 6" to the Agreement as attached, and they shall be considered
an integral part thereof.
Article 4: Other Agreement provision:

Except as expressly modified by the present Addendum, all other ter ms and conditions of the Agreement sh all
remain valid, unchanged and in full force and effect.

IN WITNESS WHEREOF Parties have signed th is Renewal in duplicate as ofthe date first mentioned above.

Vodaf one Egypt Telecommunications

W asta Contact Cent er
S.A.E.

Moha
Chief Executive Officer Commercial Operations Director

DATE:
- - I -- I - - DAT E : _ / _ / _

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 Annex 1 2017

1. Services Description:

The Contractor will manage the inbound call center activities according to the below guidelines:

1.1. Forecasting And Scheduling:

1.1.1 The Monthly Forecast Process:

1.1.1 .1 The process shall begin two months before the commencement of any relevant
month.

1.1.1.2 The process is focused on Vodafone agreement and the confirmation of 'Locked
Down' forecasts for each month; 'Locked Down' forecasts are agreed upon
volumes of calls two weeks before the relevant month and is subject to ±15%
from the initial forecast.

1.2. Steps of Forecast ing:

1.2.1. Vodafone shall send to the Contractor - two months prior to the targeted month - an
initial forecast showing ; forecasted answered calls, distribution per interval, and Average
handling time.

1.2.2. The Contractor shall return - within a week from receiving the initial forecast - with
resourcing capacity, showing the number of agents the contractor commits to provide for
the forecasted month, Resources must be broken down by half an hour, based on the
relevant intra-day shape.

1.2.3. Vodafone shall then review with the Contractor the resourcing plans, ensuring that all
negotiations and agreements about Vodafone forecast and the Contractor's resourcing
plans should be finalized within a week.

1.2.4. Following the review- two weeks prior to the targeted month - Vodafone will agree with
the Contractor on the locked down forecast. accommodating for ±15% from the initial
forecast.

1.2.5. The Contractor shall return within two days with the following:

• Resourcing capacity, showing the number of agents the Contractor commits to

provide for the forecasted month, Resources must be broken down by half an
hour, based on the relevant intra-day shape.

• The actual headcount hired and training plans.

• The male- female ratio.

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 1.2.6. Vodafone shall review the Contractor's forecasts; If there are any changes of
circumstances, Vodafone may return to the Contractor with a revised forecast,
Accordingly; the Contractor will review and respond again.

1.2.7. The Contractor shall provide the attrition percentage on a monthly basis, to ensure the
alignment with the hiring plan.

1.2.8. The Contractor shall adapt to any changes in the hiring plans that are based on
seasonality, promotions and Ramadan, etc.

1.2.9. The Contractor shall provide a weekly staff plan per interval for the scheduled agents a
week prior to the related week, including any activities (ex. trainings, etc.) alon9side, the
actual HC hiring, training plans and the male- female ratio.

1.3. lntraday Management:

1.3.1 . Vodafone intraday operations team shall have a direct contact with the Contractor to
facilitate the day to day operations (Workforce advisors' contacts to be available at any
point in time).

1.3.2. Vodafone intraday operations team shall have a clear visibility of the Contractor's 'real
time monitoring' over the Contractor's agents thresholds, Not ready and Hold, etc.

1.3.3. Vodafone shall monitor the male - female ratio.

1.3.4. Actual answered calls shall be with a fluctuation of 10% upwards or 5% downwards
per interval versus the locked down forecast.

1.3.5. The Contractor shall confirm on the flexibility to have a backup plan to compEmsate for
the technical problems affecting the calls distribution. Backup plan is to be on standby, to
absorb the calls per interval, according to the Vodafone intraday operations requirements
(ex. to make an overtime plan, cancelling leaves and breaks.)

1.3.6. The Contractor shall confirm on the flexibility to have a backup plan to accommodate
with any increase above the 10% from the locked down forecast - duE! to new
promotions, technical problems, etc. - according to the intraday operations team
requirements.

1.3.7. The Contractor shall provide the planned number of staff logged in, by half an hour
interval, in the beginning of the day; (day staff plan).

1.3.8. The Contractor sha ll provide the actual number of staff logged in, for each shift within
15 minutes from the shift start time (ex. No show and out of adherence).

1.3.9. The Contractor shall provide at the beginning of the day and per each interval, the
planned activities (ex. sessions, training, etc) and shall send to Vodafone lntraday
operation management any changes or cancellation of activities or any unplanned
activities that will take place.

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1.3.1 0. The Contractor shall update Vodafone lntraday by the agents' status (ex. off board and
not ready, etc. }.

1.3.11. The Contractor shall send the shrinkage detailed report, showing the actual vs. the
agreed on shrinkage percentage at the end of each day.

1.3.12. The Contractor shall justify any increase or decrease of average handling time
component as well as steps followed to overcome the problem.

1.3.13. The Contractor shall inform Vodafone lntraday with any escalations concerning any
technical problem leading to abnormal behaviour affecting calls or average handling time
(ex. applications slow performance, network problems and promo Problems, etc.).

1.3.14. Any increase or decrease in the volume of calls, is to be aligned with Vodafone
intraday by the implemented plans day by day, to take the necessary actions.

1.3.15. The Contractor shall deliver any request in the agreed upon service level; ali!~ned with
Vodafone dynamic environment.

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1.4. Service levels And Key Performance Indicators:

The Contractor performance will be assessed against targets on a monthly oasis. The
Contractor will provide all the monthly reports covering the KPI 's within two working days
after the end of each month.

Capacity score is designed to calculate the

answered calls by half hour through measuring the
average answered calls as a present of the locked
Call Capacity
forecast for a calendar month 95%
Score

Calculation: Measure the total duration of the

inbound/outbound handling time divided by the
number of answered calls

Complaints are the measurement of valid customer

satisfaction complaints and lack of follow up cases.
Complaints 40

Calculations: Counting all valid complaints cases

th h Vodafone FBL

Net promoter score: Measure how likely call center

customers will be recommending Vodafone Call
center to a family or a friend through IVR survey;
then customer responds on an 10 point scale -from
Net Promoter
0 to 9. 36
Score (NPS)

Calculation: The proportion of those who think it

unlikely they would recommend (Detractors)
subtracted from the proportion that are likely to
recommend

First Time Fix: Measure the fixing the customer call

First Time Fix from the first time through IVR survey
67%
(FTF)
Calculation: By dividing FTF over (FTF + Non FTF)

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1.5. Quality:

1.5.1. The Contractor shall provide and apply the following :

1.5.1.1. Team leaders shall provide Vodafone with individual quality scores consisting
of eight calls per agent observed either, side by side, or remotely.

1.5.1.2. Ensure that the agents enter the correct Call Activity.

1.5.1.3. To ensure an updated track of data, team leaders should communicate! with
Vodafone quality assurance team any changes with agents' status, i.e.,
resignations, transfers , terminations ...etc., through Call Assessment Changes
mailbox . .

1.6. Reporting and Governance:

1.6.1. Reporting:

1.6.1.1. Vodafone-Generated Reports:

Vodafone will provide access with necessary specific data for the Contractor to
manage the performance.

Agent Performance Report.

To provide Agent Performance Data.

Half hourly, Hourly, Daily, Weekly, Monthly by;
Individual ent.
This Report will include the following items:
• Login Time.
• Number of Inbound Answered calls .
• Total Talk Time.
• Total Outbound Time
• Total Not ready Time .
• Total Wait Time .
• Number of Outbound Calls.
Via Citrix

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1.6.1.2. Contractor Generated Report:

1.6.1 .2.1. Agent Reports:

Agent Summary Report.

To provide a summary report that identifies the
number of FTE attributed to the Vodafone account.
Monthly for entire Queue.
This Report will include the following display iterns:
• Lockdown Headcount.
• Actual Headcount.
• Agent Tenure (months)
• Agent Churn - heads.
• Agents Recruited.
• A ts in Train

This report will include all the shrinkage components

as:
• Total Shrinkage.
Annual Leaves.
Sick Leaves.
Unplanned
Holidays
• T earn Meetings.
• Training.
Refreshments.
Daily, Weekly and Monthly

1.6.1.2.2. Incidents reports: The Contractor shall provide an Incident Report with
all outages during the day including the type and duration of the incid~~nts .

1.6.1.2.3. Financial reporting:

1.6.1.2.3. 1. The Contractor shall provide a Weekly capacity score (SL) report.
1.6.1.2.3.2. The Contractor shall provide a monthly invoice within three days after
closing the month.

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 1.6.1.2.3.3. In case of unavailability of the requested reports, a deduction of 10%
will be applied after three months and may end-up with a contract
termination.

1.7. Governance Forums And Meetings:

1.7.1. Daily operational governance.

1.7.2. Weekly operational review meeting.

1.7.3. Monthly operational review meeting.

1.7.4. Quarter Business Review meeting discussing the contractor performance and
according to the results, work load may change (Q1 is excluded)
i.e. If not achieving NPS 40 and FTF 70 for one quarter the business may decl i n1~ by
10% and if not achieved for 2"d quarter another 10% may be declined.

1.8. Contact Centre Requirements:

1.8.1. Site Exclusivity:

Vodafone requires a zone (Grouped workstations) exclusivity for Vodafone business.

By this, the contractor should not undertake any activities not related to Vodafone in
the same zone (Grouped workstations) Where Vodafone business is running.

1.8.2. Personnel:

Agents and key staff members of operations, who are directly engaged in Vodafone's
project, must not be engaged in any other services or activities related to any other
project, other than the agreed with Vodafone.

1.8.3. Operating Hours:

1.8.3.1. Vodafone requires a 24/7 Call Centre operation.

1.8.3.2. Vodafone expect that the Contractor has a team structure and staffing ratios,
that consists of an approximate :'1 Team Leader : 15 Advisors'.

1.8.3.3. It is essential for the team leaders to work at the same shifts as their team
members.

1.9. HR And People:

1.9.1. The Contractor Agents' Specifications and Skills Requirement:

1.9.1.1. The Contractor shall recruit the appropriate staff.

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 1.9. 1.2. The Contractor shall ensure that all the agents must be capable of compiHting the
Vodafone agent accreditation process successfully. Agent Accreditation Process
may be amended by Vodafone at any time and shall be provided to the Contractor.

1.9. 1.3. Vodafone reserves the right to assess the agents at the recruitment stage, and to
share the results with the contractor for consideration.

1.9.2. Training Requirements:

1.9.2. 1. Vodafone shall provide the Contractor's training team with all the necessary
traini ng required for products, services and systems; applying 'Train The Trainer'
model.

1.9.2.2. All agents must undergo the training required after completing the Agent
Accreditation Process mentioned in the above point successfully.

1.9.2.3. The Contractor shall provide training for all the necessary skills required to handle
the customer service calls.

1.9.2.4. Contractor to provide training rooms and simulation area equipped with the
necessary tools that support the training process.

1.9.2.5. Vodafone requires a minimum 20 hours training for each agent annually.

1.9.3. Personnel:

The Contractor shall manage all related HR and administration activities including
Payroll and Bonus, etc.

1.9.4. Contracting:

1.9.4.1 . All the Contractor's employees wi ll be contracted and socially insured by the
Contractor.

1.9.4.2. Vodafone is legally entitled to check the agents and/or the team leaders contracts
and social insurance random ly and spontaneously.

1.10. Technical Requirements and Infrastructure:

1.10.1. Technical Requirements:

1.1 0.1.1 . The contractor call centre IT solution design will be based on the Virtual Call
Center with Avaya IP phone installed at the Agent Desktop.

1.1 0.1 .2. Citrix is the application portal to access CTI, Genesys and voice systems
located at Vodafone site (no CTI popup window).

1.10.1.3. G729 is the voice codec used.

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 1.1 0.1.4. Vodafone shall provide the IP scheme to be used for the agents in the
Contractor site.

1.10.1.5. Seats will be dedicated in the Contractor's site for Vodafone agents.

1.10.1.6. The Contractor shall provide full support and adequate knowledgeable
resources to Vodafone during planning, testing, pre-installation, installation periods
and during incident and problem management.

1.1 0.1 .7. The Contractor shall provide "Operation Escalation Matrix".

1.1 0.1.8. The Contractor shall provide on-site and on-call support list including all the
contact details.

1.1 0.1.9. Vodafone shall provide the data and security communication matrix.

1.1 0.1.1 0. The Contractor shall provide a layout diagram and a description of the backup,
crisis recovery, and business continuity scenarios proposed Including; the time to
resume partial and/or full operation recovery.

1.1 0.2. Connectivity:

1.1 0.2.1 . It's a must to use Vodafone Data by t he Contractor's for connecting with
Vodafone premises.

1.1 0.2.2. The Contractor shall order and pay for the connectivity keeping at least 30% of
the link's connectivity not utilized in order to secure better voice quality.

1.10.2.3. Managing Data links will be the responsibility of the Contractor except for the
local tail from Vodafone side that will be managed by Vodafone technical team.

1.10.2.4. Routi ng protocol used for WAN connectivity will be provided by Vodafone.

1.1 0.3. Call Scenario:

1.1 0.3.1. Agent IP phone will be registered on Vodafone PBX.

1.1 0.3.2. The call routing will be prepared via Vodafone Voice Systems.

1.1 0.4. Desktop Requirement:

The contractor shall provide and support the following:

1.1 0.4.1. Windows-OS based machines (7 or Higher) with Internet Explorer 9 or higher.

1.1 0.4.2. Install latest Citrix receiver client on all machines.

1.10.4.3. Add the Citrix web interface URL in the trusted sites in the IE settings.

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 1.10.4.4. Follow the Security Communication Matrix to connect to the Citrix serv•ers.
1.1 0.4.5. Follow the latest technology updates to match Vodafone requirements.

1.1 0.4.6. The following are the required technical aspects of the Vodafone agents'
Desktop Machine.
. , ..
·r..
Item r I e' l ' I If ' 1 I'
Specifications
I I
-

Intel Pentium Dual Core E5700 (3.00GHz,800MHz,2MB,65W)

' ' !!

Processor
or Higher.
Memory 2048MB or higher.
Hard Disk 80 GB o r higher.
--
Speaker Internal Speaker.
Operating System English Genuine Windows 7 Professional.
Sound system Internal sound card.

Video Card Integrated 512MB Intel® Graphics Medi a Accelerator 4500.

Connectivity Ethernet LAN 10/100/1000.

2 USB 2.0 ports
1 Parallel
1 Serial
1 RJ-45
Ports
1 VGA
1 Display Port
(stereo/microphone)
(headphone/speakerl
Mouse & USB Optical Mouse, USB Entry Keyboard, Quiet Key™
Keyboard Keyboard.
Security Chassis lock slot and lock loop support, Setup/BIOS Password.

1.11 . Invo ice:

1.11.1. The Service Model is based on the cost per call calculation .

1.1 1.2. Vodafone will not pay for short calls lasting up to 10 seconds (Could be changed in
case of any abnormal behaviour), however, Vodafone will pay for short calls which
exceeded 5 % of total calls due to technical issues which have been assessed and
confirmed to be from Vodafone side by Vodafone technical team ..

1.11.3. 1f the Contractor doesn't achieve the agreed KPI's, there will be a maximum risk of
15% deduction from the total monthly invoice.

1.11 .4.1f the Contractor overachieves the agreed KPI's there will be a maximum Reward of
11.5% over the total invoice.

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 1.11.5. Payment duration is "Net 30 days starting invoice receipt date".

1.11.6. Invoice to be received with in three days after the closing of each month and it has to
be reviewed and approved by Vodafone.

1.11.7.Capacity Score Rules:

1.11 .7.1. The capacity score for each half an hour interval:

Divide the actual answered calls by the forecast answered calls for tht3
forecast interval; the percentage shall be capped to a maximum of 100%, even
if the Contractor answered more than 100% of the forecast answered calls.

1.11. 7 .2. The capacity score for the day will be the average of the intervals with the
following exceptions:

1.11.7.2.1. Daily capacity score will be considered 50% in case the ContraGtor was
not able to achieve 95% score for more than 3 intervals.

1.11 .7.2.2. Daily capacity score will be considered 0% in case the Contractor was
not able to achieve 95% score for more than 12 intervals.

1.11 .7.2.3. Interval capacity score will be considered as 'achieved interval', in case
Vodafone decided and approved to relief such interval for reasons related to
Vodafone side.

1.11.7.3. The capacity score for the calendar month is the average of the daily scores as
determined previously. For the avoidance of doubt, this average shall not be
weig hted to reflect the number of calls answered or forecasted in each forecast
interval.

1.11 .8. Delivered Calls Rules (payable calls):

1.11.8.1. Will be calculated based on the total answered calls across all periods in a
calendar month.

1.11.8.2. Overall month is calculated based on the total delivery of calls with a maximum
of 110% for each interval , where any extra calls answered will be co nsiderE~d in
case Vodafone decided and approved to uplift the capping of the 110%.

Calculation Condition Capping

Cap uplift not in place Maximum 110% per interval

Del ivered Calls
Cap uplift in place No Maximum appl ied (all calls delivered)
Per Interval
Cap relief in place Guaranteed 90% from forecast
Delivered calls Maximum 110% per day (excl uding cap
Per Day lifting)

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2. Conditions:

2.1 . KPI's and priorities should be revisited/changed quarterly according the market changes
based on Vodafone strategy and targets upon mutual and full alignment with the
contractor.

2.2. Vodafone can add new type of business/call type according to the business needs and
after full alignment with the contractor.

2.3. Agreed upon targets can be changed/reallocated according to the contractor performance
month over month, i.e. in case the contractor is not ready with the needed service
providers, the next month target can be reallocated to another contractor.

2.4. Graduated staff should not be less than 50% from the total service providers by the end of
first quarter unless other changes is needed and after full alignment with the contractor.

2.5. Vodafone can incentivize the agents according to a certain KPI's that can be changed
monthly after full alignment with the contractor.

2.6. 100% exit interview is needed by the contractor showing the reason of resignation and to
be provided to Vodafone on monthly bases.

2.7. Attrition rate should not exceed 20% ending by 10% from the HC (01 20%,02 15%,03
and 04 10%) keeping the agreed upon HC as is.

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 2.8. Risk & Rewards rules:
Max Deviation from
KPI's Target Max Penalty Reward Penalty
Reward target
95% U 7o
Calls Capacity 93%:95% -2.50%
95% -4.00%
score
Actual< 93% -4.00%
40 to 45 0.50%
Actual < 40 to 35 0.75%
Complaints 40 1.50% -2.00% Actual< 35 1.50%
Actual > 45 to 50 -1.50%
Actual> 50 -2.00 ~
67.5% = 68% 0'!. 0%
Actual > 68%:70% 1.50%

67.5% 5.00% -4.00% Actual> 70% 5.00%

FCR
Actual 65% <
-1.50 Yo
67.5%
Actual < 65% -4.00%
36.5 0'' 0%
Actual> 37 to 38 0.50%
Actual> 38 to 40 2.00%
Actual> 40 5.00%
NPS 36.5 5.00% -5.00%
Actual 35 to < 36.5 -0.50%
Actual 33 to < 35 -2.00%
Actual 30 to< 33 -400%
Actual< 30 -5.00 Yo

2.9. Confidentiality:

Every agent working on Vodafone project must sign a Vodafone non-disclosure agreement
to protect the data of Vodafone and its customers.

2.9.1. Case: First proved data leakage case

Action: Termination of the agent wh o disclosed Vodafone client data.

2.9.2. Case: Second proved data leakage case

Action: - Termi nation of the agent who disclosed Vodafone client data.
- Warning to the contractor.

2.9.3. Case: Third proved data leakage case

Action: -Termination of the agent who disclosed Vodafone client data.
-Contract termination with the Contractor or 10,000LE penalty.

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3. Service Rates:

3.1. The contractual price will be based on the price per call rate.

3.2. The price per call should cover all the necessary costs to deliver the agreed on KPI's and
includes, but not limited to, service fee, training, and management, buildings and Utilities
use, all technical cost excluding CTI and workforce license and Voice systems, shrinkage
Costs, Schedul ing Inefficiency and agent offline time.

3.3. Vodafone should approve the required resources from the Contractor .

3.4. Any requirement from the contractor in regards to resources increase to compensate for
the operational inefficiency, will be subjected to change request process , and the cost
resulted , alongside, technology cost will be covered by the Contractor.

3.5.
~#Qi.j§Ril~
2.62LE

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....

Annex 2 2017

Outbound Call Center

The Contractor will manage the outbound call center activities according to the below guidelines:

I. Execute outbou nd campaig ns for commercial activities "selling, upgrade ... etc" as defined by
CVM team.

II. Execute outbound campaigns to all segments of customers for retention reasons according to
predefined standards meeting Marketing plans & priorities.

Ill. Perform all the outbound campaigns to the consumer customers including all the segments
"platinum, premium, high value and mass.

1. Quality:

1.1. Contractor- Quality Assurance -shall provide and apply the following:

1.1.1. Measure the customer experience of the all conducted campaigns

1.1.2. Contractor should provide a recording system that can record 100 % of CS Reps"
calls, and a periodic check on sample customers.

1.1.3. A monthly deduction will be applied equal to the waived amount to the customers in
case of any compensation provided by Vodafone to the customer.

1.2. Quality Target

Quality 96%
Actual< 93% -4.00 Yo

1.2.1. If 96% is not achieved for 2 consecutive months, Vodafone have the right to
terminate the contract

1.2.2. July and August 2017 will be pilot phase

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 2. Contact Centre Requirements:

2.1 .1. Site Exclusivity:

Vodafone requires a site (Grouped workstations) exclusivity for Vodafone business.

By this, the contractor should not undertake any activities not related to Vodafone in
the same site (Grouped workstations) Where Vodafone business is running, unless a
special/secure gates will be in place.

2.1.2. Facilities:

Contractor to provide a meeting room , break area , prayer area and training rooms &
simulation area equipped with the necessary tools that support the training process.

2.1.3. Personnel:

2.1.3.1. Agents and key staff members of operations. who are directly engaged in
Vodafone's project, must not be engaged in any other services or activities
related to any other project, other than the agreed with Vodafone.

2.1.3.2. Vodafone expect that the contractor has a team structure and staffing ratios ,
that consists of an approximate :1 Team Leader: 15 Advisors, along with 1
Supervisor to 7 Team leaders.

2.1.4. Operating Hours:

2.1.4.1. Vodafone requires 9 working hours daily, contractor will commit to any new
requirements from Vodafone side to accomplish any new business nEleds .
...
2.1.4.2. And special requirement to be requested separately

3. HR And People:

3.1.1. The Contractor Agents' Specifications and Skills Requirement:

3.1.1.1. The Contractor shall recruit the appropriate staff according to the below skills;

)> Strong Communication Skills.

)> Sales Background.
)> V. good Command of English Language.
)> Computer literacy.

3.1.1.2. Vodafone reserves the right to assess the agents at the recruitment stage,
and to share the results with the contractor for consideration.

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 3.1.2. Training Requirements:

3.1.2.1. Vodafone shall provide the Contractor's training team with all the necessary
training required for products, services and systems; applying 'Train The
Trainer' model.

3.1.2.2. The Contractor shall provide training for all the necessary skills required to
handle different type of outbound campaigns.

3.1.2.3. Vodafone reserves the right to assess the training and interfere anytime if
needed.

3.1.3. Personnel:

The Contractor shall manage all related HR and administration activitit:!S

including Payroll and Bonus. etc.

4. Con nectivity:

4.1.1 . The Contractor shall order and pay for a connectivity

4.1 .2. Managing Data links will be the responsibility of the Contractor.

5. Invoice:

5.1.1 . The Service Model is based on the" Cost per Seat " model.

5.1.2. Payment duration is "Net 30 days starting invoice receipt date".

5.1.3. Invoice to be received within three days after the closing of each month and it has
to be reviewed and approved by Vodafone.

6. Confidentia lity:

Every agent working on Vodafone project must sign a Vodafone non-disclosure agreement
to protect the data of Vodafone and its customers.

6.1.1 . Case: First proved data leakage case

Action: Termination of the agent who disclosed Vodafone client data.

6.1.2. Case: Second proved data leakage case

Action: -Termination of the agent who disclosed Vodafone client data.
- Warning to the contractor.

6.1.3. Case: Third proved data leakage case

Action: -Termination of the agent who disclosed Vodafone client data.
-Contract termination with the Contractor or 10,000LE penalty per each
new case.

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 7. Service Rates:

7.1.1. The price per seat should cover all the necessary costs like connectivity, recording
and shrinkage to deliver the agreed Call success rate per campaign.

7.1.2. A notifi cation period of one month is needed to downsize the business or E~xpand
according to the below seating tiers

8. Termination

Vodafone may terminate this Agreement at least th irty (30) days in advance by virtue of a written
notice to the Contractor without need for official notice, court order or decision or any other
procedure.

Each Party may terminate this Agreement throughout its term in the following events:

8.1 .1. Failure by the other Party to implement material obligations and has continued
without remedy for a period of fifteen (15) days from the date of a written notice
from the non-defaulting Party to the defaulting Party without need for official notice,
court order or decision or any other proced ure.

8.1.2. Breach of Confidential and Proprietary Information obligations.

8.1.3. In the event that the other Party is declared bankrupt or had assigned an
administrator over its business.

8.1.4. Contractor is responsible for all custody to be returned to Vodafone upon any
resignation/termination.

8.1.5. Contractor is responsible for all employees' behaviour and actions which should
match Vodafone standards and values.

8.1.6. Contractor is responsible for any employees' violation (ethical, fraud ,

attitude ... etc ... ) and take on spot actions to prevent any violation and all the base
employees.

20

'!'
 Annex 5

Prepaid Data Validation Call Center Services:

1. Services Description:

The Contractor should manage Vodafone's projects with the required number of agents
and team leaders for different customer operations activities.

These allocated resou rces in various customer operations activities will be completE~Iy
managed by the Contractor area manager.

Contractor will manage all related HR and administration activities including payroll ,
bonus ... etc.

Currently, customer operations' outsourced activities are the three activities mentioned
below:

1.1. Call Center Services :

Agents wi ll handle all Vodafone's customers' requests , inquiries and/or complaints received
over an inbound queue.

1.2. Outbound Campaigns:

Agents will initiate calls to clients to communicate a certain message declared by

Vodafone

1.3. Temporary Services:

Agents wi ll be hired on a temporary basis to handle Call Center services or back office
activities.
(Note; Vodafone may add any other activities to the below list during the contractual
period.)

2. Services Rates:

PDV Dealers Queue's service model is based on the cost per call calculation according to the
below schema.

A. Dealers Queue

1.365 1.26 1.155 1.05 0.945 0.84 0.84 0.84 0.84 0.84 0.84

21
m?.i~ . 1.68
I
1.47 1.365 1.26 1.155 1.05 0.945 0.945 0.945 0.945 0.945 0.945
~ 1.89 1.68 1.575 1.47 1.365 1.26 1.155 1.155 1.155 1.155 1.155 1.1 55
to! 2.1 1.89 1.785 1.68 1.575 1.47 1.365 1.365 1.365 1.365 1.365 1.365
~ ,J.; 2.31 2.1 1.995 1.89 1.785 1.68 1.575 1.575 1.575 1.575 1.575 1.575
[mJ lrD 2.52 2.31 2.205 2.1 1.995 1.89 1.785 1.785 1.785 1.785 1.785 1.785

:Eml 2.73
,~I•I~ 2.94
2.52
2.73
2.415
2.625
2.31
2.52
2.205
2.415
2.1
2.31
1.995
2.205
1.995
2.205
1.995
2.205
1.995
2.205
1.995
2.205
1.995
2.205
i5f:'m 3.15 2.94 2.835 2.73 2.625 2.52 2.415 2.415 2.415 2.415 2.415 2.415

B. Consumer/Hot Line queue

r· ,,.,
. ~i;ers ,(calls per day) rPr;ce pe~· call I

Less than 50,000 1.313LE

50,001 - 70,000 1.260LE
More than 70 ,000 1.208LE

3. Invoice:
i. Invoice should be received three days after the closing of each month and it has to
be reviewed and approved by Vodafone.

ii. Payment duration is "net 30 days starting the invoice receipt date".

4. Conditions:

Quality & Service Level:

The average quality score for the Contractor is to be equal to/or above 95% ; in case the
Contractor did not achieve the required threshold for one month/year; 6% will be deducted
from the whole amount of the invoice for the related month.

a) Measurement Tool: Quality assurance report-Vodafone.

• The PDV Queue service level for the Contractor is to be equal to/or above 70% dai;y, if
the Contractor did not achieve the required threshold for one day, 5% will be deducted
from the amount of that day.
• 100% call recording is needed

b) Measurement Tool: CMS reports

The Contractor should commit to the below penalties VS KPis while managing PDV
(Consumer/Dealer) queues.

22 /'
5. Contracting:

All Contractors' employees should be contracted and socially insured by the Contractor.

Vodafone is legally entitled to check the agents and/or team leaders' contracts and social
insurance randomly and spontaneously.

6. Co nfidentiality:

11.1 Case: First Proved Data Leakage Case.

Action: Termination of the agent who disclosed Vodafone client's data.

II. II Case: Second Proved Data Leakage Case.

Action : Termination of the agent who disclosed Vodafone client's data.
Warning to Contractor

11.111 Case: Third Proved Data Leakage Case.

Action : Termination of the agent who disclosed Vodafone client's data.
Term ination of contract with Contractor

7 . Contractor Responsibilities:
i. Provide all required operating staff, including agents, and team leaders.

ii. Operate according to the scope of work described earlier in this Annex

iii. Maintain the confidentiality of all information identified during services provrsron;
ensuring that Information will not be disclosed to any third party without Vodafone
written consent.

8. General Policies And Procedures:

Contractor's employees should respect and adhere to Vodafone policies, procedures, and
regulations.

Action upon rule breakage:

1.1 Vodafone has the authority to take the appropriate action such as replacement and
termination towards the agent and/or team leader who break any of the Vodafone' s
policies, procedures, or legalities.

23
 Annex 6

Enterprise (SME/Authorized)

Business scope

The contractor will manage the day to day inbound call centre activities of Vodafone Enterprise
Corporate, SME, & SOHO Welcome, Core & Medium End users and SOHO core Authorized, also
providing them with all required information related to Vodafone products and services, Follow up and
solve all customers' related issues,& fulfil their requests, in a timely manner

1. Contact Centre Requirements:

1.1 .1. Site Exclusivity:

Vodafone requires a site (Grouped workstations) exclusivity for Vodafone business.

By this, the contractor should not undertake any activities not related to Vodafone in
the same site (Grouped workstations) Where Vodafone business is running, unless a
special /secure gates will be in place.

1.1 .2. Facilities:

Contractor to provide a meeting room , training rooms, break area, and pray«~r area.

1.1.3. Personnel:

1.1.3.1. Agents and key staff members of operations, who are directly engag1::d in
Vodafone's project, must not be engaged in any other services or activities
related to any other project, other than the agreed with Vodafone .

1.1.3.2. Vodafone expect that the Contractor has a team structure and staffing ratios,
that consists of an approximate :1 Team Leader: 15 Advisors, along with 1
Supervisor to 7 Team leaders.

1.1.4. Operating Hours:

1.1.4.1. SOHO core authorized daily from 8:00AM till 12:00AM

1.1.4.2. Corporate, SME, & SOHO welcome , core & medium end users 24/7

2. Quality:

2.1. Contractor- Quality Assurance- shall provide and apply the followi ng:

2.1.1 . Measure the customer experience of the all conducted campaigns

2.1.2. Contractor shou ld provide a recording system that can record 100% of CS Reps"
calls, and a periodic check on sample customers" call details retrievals against

24
 customers" calls to detect retrievals done for non-business purposes by SP staff.
(Expected quality score is 96 %).

2.1.3. The contractor is required to provide & maintain to deliver a world class customer
experience in alignment with Vodafone standards &Objectives

2.1.4. Contractor should provide a recording system that can record 100 % of contacts

2.1.5. Contractor to provide a Quality team to validate daily TNPS &FTF scores I agent to
ensure Vodafone quality standards are met and to provide quality findings and
recommendations

2.1.6. Team leaders should provide the operations management with an individual quality
scores consisted of 8 calls/agent observed either side by side or remotely on
monthly basis

2.1. 7. Contractor to provide a Real Time monitoring tool (with an access to monitor
remotely from VF)

3. HR And People:

3.1.1. The Contractor Agents' Specifications and Skills Req uirement:

3.1.1.1. The Contractor shall recruit the appropriate staff according to the below skills;

J> Strong Communication Skills.

J> Sales Background.
J> V . good Command of English Language.
J> Computer literacy.

3.1.1.2. Vodafone reserves the right to assess the agents at the recruitment stage,
and to share the results with the contractor for consideration.

3.1.2. Training Requirements:

3.1.2.1. Vodafone shall provide the Contractor's training team with all the necessary
training required for products, services and systems; applying 'Train The
Trainer' model.

3.1 .2.2. The Contractor shall provide training for all the necessary skills required to
handle different type of outbound campaigns.

3.1 .2.3. Vodafone reserves the right to assess the training and interfere anytime if
needed.

'

25
 3.1.3. Personnel:

3.1.3.1. The Contractor shall manage all related HR and administration activities
including Payroll and Bonus, etc.

3.1.3.2. Contractor will provide Vodafone with the requested number of agents for
different operations activities which will be enclosed in the work orders with the
durat:on and prices.

3.1.3.3. These allocated resources in various customer operations activities will be

managed jointly by Contractor Area Manager and Vodafone team .

3.1.3.4. Contractor will manage all related HR and administration Activates including
payroll, bonus, etc.

4. Connectivity:

The Contractor shall order and pay for the connectivity and to be through
Vodafone Data
Managing Data links will be the responsibility of the Contractor.

5. KPI's

The service model is split into the hereunder main KPI 's for both skills separately
.T -- -- . ., - - "'T- -r -
-Tar· et ··. ·.•· "'-IT. -:-:J:"'"!
.-
T
-~--

......... KPI Deta'~ . . . .. . - g .. -·. -. -· -·

TNPS 43 (04)
FTF 72% (04)
Capacity score (till applying SL) 95%
SL 80%
FBL's (Complaints) 15 (04)

6. Delivered Calls Rules (payable calls):

6.1. Will be calculated based on the total answered calls across all periods in a calendar
month.

6.2. Overall month is calculated based on the total delivery of calls with a maximum of
110% for each interval, where any extra calls answered will be considered in caSE!
Vodafone decided and approved to uplift the capping of the 110%.

~n""~ ·-r, ..,.---.orr P..9l'!~ rrrrnr-.~.. ~..~_,Pinr.i'lrnllnllnl

Cap uplift not in place Maximum 110% per interval
Delivered Calls Per Interval Cap uplift in place No Maximum applied (all calls delivered)
Cap relief in place Guaranteed 90% from forecast
Delivered calls Per Day Maximum 110% per day (excluding cap lifting)

26
 7. Risk Schema Conditions:

. ~ ,
.. .. Q1 a2·
I
Oct-
I
Q3'
.r
Max Max
'! '·: '

Deviation from
I
, ,. r'". ., "!..,. .
I
j KPI's Aug- Jan-Feb- Reward I Penalty
Nov- Reward Penalty target
Sep
oe:c
Mar I
'
80%to75%
II II

-2%
I
SL 80% 4 .00%
<75% -4. I

95% 0% (
Calls
Capacity 95% -4.0 0°/, 93%:95% -2.50 7'o
score
<93% -4.00 Yo
20 0'" 0%
Actual < 20 to 18 0.75%
Actual< 18 to 15 1.00%
Complaints 20 1.50% -1 .0 0~1
Actual< 15 1.50%
Actual> 20 to 22 .50~

Actual> 22 1 .00~

70% o· 0%
71% 1.00%
Actual > 72 - 73 1.50%
FTF 68% 70% 72% 3.00% -3.00~
Actual> 73 3.00%
Actual < 70 - 68 -1.50 :/c
Actual< 68 -3.000,:
40 0 0%
41 1.00%
Actual > 42 to 43 2.00%
Actual > 43 to 45 3.00%
NPS 40 41 43 5.00% -4 .0D~u
Actual> 45 5.00%
Actual< 39 to 40 50
Actual < 39 to 37 -2 00
Actual< 37 -4.00%

SL will be replacing the Calls Capacity score once its ready

27
{)'
8. Conditions:

8.1 . KPI's and priorities should be revisited/changed quarterly according the market
changes based on Vodafone strategy and targets upon mutual and full alignment with the
contractor.

8.2. Vodafone can add new type of business/call type according to the business n1:!eds and
after full alignment with the contractor.

8.3. Agreed upon targets can be changed/reallocated according to the contractor

performance month over month, i.e. in case the contractor is not ready with the nE~eded
headcount, the next month target can be reallocated to another contractor.

8.4. Graduated staff should not be less than 50% from the total headcount unless other
changes is needed and after full alignment with the contractor.

8.5. Vodafone can incentivize the agents according to a certain KPI's that can be changed
monthly after full alignment with the contractor.

8.6. 100 % exit interview is needed by the contractor showing the reason of resignation and
to be provided to Vodafone on monthly bases.

8.7. Attrition rate should not exceed 20% ending by 10% from the HC (01 20%,02 15%,03
and 04 10%) keeping the agreed upon HC as is.

9. Invoice:

9.1. Payment duration is "Net 30 days starting invoice receipt date".

9.2. Invoice to be received within three days after the closing of each month and it has to
be reviewed and approved by Vodafone.

10. Confidentiality and fraud cases:

Every agent working on Vodafone project must sign a Vodafone Non-Disclosure

Agreement to protect the data of Vodafone and its customers.

10.1 . Case: First proved data leakage case

Action: Termination of the agent who disclosed Vodafone client data.

1 0.2. Case: Second proved data leakage case

Action: -Termination of the agent who disclosed Vodafone client data.
-Warning to the contractor.

10.3. Case: Third proved data leakage case

Action : -Termination of the agent who disclosed Vodafone client data.
-Contract term ination with the Contractor or 1O.OOOLE penalty per each
new case.

28
;;I
 10.4. Vendor shall pay all fraud cases, adjustments and any other charges requested by
Vodafone in case the abuse is impacting Vodafone branding/image.

11 . Service Rates:

11 .1. The contractual price will be based on the price per call rate.

11.2. The price per call should cover all the necessary costs to deliver the agreed on KPI's
and includes, but not limited to , Staff salary, training, and management, buildings and
Utilities use, all technical cost excluding CTI and workforce license and Voice systems,
shrinkage Costs, Scheduling Inefficiency and agent offline time.

11 .3. Vodafone should approve the required resources from the Contractor.

11.4. Any requirement from the contractor in regards to resources increase to compensate
for the operational inefficiency, will be subjected to change request process, and the cost
resulted, alongside, technology cost will be covered by the Contractor.

29