Annual Maintenance Contract

This Call Center Agreement ("Agreement") is made and entered into as of [ 08 / 11 / 2024 ] by
and between:

BPO Campaign Provider ., a company incorporated in India with its office at 53,(NP)Developed
Plots, Ekkattuthangal, Chennai - 600 032, India ("Company" or "1st Party"),

and

__________________________., a company in India with its registered office at

________________________________________________________ ("Call Center" or "2nd
Party").

Background

The Call Center is a full-service call center with experience in managing outbound calling
campaigns.

The Company agrees to provide support to the Call Center to manage an outbound calling and
lead generation campaign for Cars24 used car sales/stockin/inspection appointment booking.

The Call Center desires to provide such services to the Company in accordance with the terms
and conditions set forth herein.

Agreement

1. Services

1.A. “SERVICES PROVIDED” by the company to the call center**

1.B Setting up the Cars24 dashboard: Company agrees to assist the call center in getting its
Cars24 code (on the owner’s name) and its dashboard login of Cars24 generated, not
including infrastructure, technology, and workspace arrangement.
1.C Recruitment Support: Company will aid the Call center in the recruitment process,
offering assistance in the identification and selection of qualified personnel for the call center.

1.D Training Services: Company shall provide comprehensive training programs for the call
center staff, ensuring that they acquire the necessary skills and knowledge to perform their
duties efficiently.

1.E Ongoing Process Support: Company will offer continuous support to the call center,
including but not limited to performance enhancement, quality monitoring, output
improvement, and assistance in addressing performance improvement plans (PIPs).

1.F Agent Feedback: Company will provide regular feedback on agent performance,
highlighting areas of improvement and recognizing achievements.

1.1 Scope of Services

The Call Center agrees to provide the following services to the Company (the "Services"):

● Campaign Development and Execution: Develop and execute outbound calling

campaigns to acquire new customers for the campaign. This includes defining target
audiences, call frequency, messaging, and campaign strategies.
● Agent Recruitment and Training: Recruit, hire, and train qualified call center agents
with excellent communication skills, a strong understanding of the Company's products,
and a customer-centric approach.
● Outbound Calling: Make outbound calls to a predefined list of potential customers
provided by the Company and generate sales for Cars24..
● Customer Interaction and Education: Educate potential customers about the
Company and its products.
● Customer Onboarding: Getting inspection appointments scheduled for the end
customer’s cars by the Cars24 team.
● Data Management: Manage all call data generated during the campaign, including call
logs, customer information, and performance metrics. This data will be crucial for
evaluating campaign effectiveness and lead generation.
● Reporting and Analytics: Provide the Company with regular reports on key
performance indicators (KPIs) such as call volume, conversion rates (percentage of calls
resulting in successful customer onboarding), customer satisfaction scores, and
individual agent performance metrics.
1.2 Compliance

This sub-clause emphasizes the Call Center's obligation to adhere to all applicable laws,
regulations, and industry standards related to telemarketing practices and customer
interactions.

1.3 Staffing and Training

Call center will hire all the agents at its own costing. The company will not be responsible for
the agent’s salaries, incentives or any other financial obligations in any respect.The company
will also not be responsible for any other operational costs involved in running the campaign by
the call center.The call center will be responsible for giving the salaries of the agents.

● Number of Agents (assigned for lead generation): The call center will hire the
following number of qualified agents for the campaign (020).
● Agent Qualifications: The Company might outline specific qualifications or certifications
required for agents handling lead generation/appointment setting calls.
● Training Requirements: The agreement might detail the training that the Call Center
will provide to its agents regarding the Company's products, call scripts, data privacy
regulations, and customer service best practices.

Recruitment Support:

The company will provide complete recruitment support to the call center. This support will
include the following:

● Recruitment Strategy: Assisting in developing a comprehensive recruitment strategy,

including defining job requirements, creating job descriptions, and identifying appropriate
recruitment channels.
● Candidate Sourcing: Utilizing various recruitment channels, such as job boards, social
media, and professional networks, to source potential candidates.
● Screening and Shortlisting: Screening resumes, conducting initial phone interviews,
and shortlisting qualified candidates for further evaluation.
● Interview Process: Assisting in the development of interview questions, conducting
interviews, and evaluating candidate performance.
● Onboarding and Induction: Providing support in the onboarding process, including
conducting orientation sessions, assigning mentors, and facilitating the integration of
new hires into the call center team.

1.4 Call Center Technology and Infrastructure

The call center needs to deploy the technology and infrastructure required to effectively run the
campaign solely at its own cost. The company will not be responsible in any kind of investment
or costing for any infrastructure of the call center.Any infrastructure/technology/eqipment or any
software purchased by the call center for this campaign will be the property of the call center
and the company is not liable to pay for those in any ways later, even if the call center is not
able to run the campaign or the call center decides to stop the campaign due to any reasons.

● Phone Systems: The Call Center must have a reliable phone/calling system with
features like call recording capabilities and automatic call distribution (ACD) for efficient
call routing.
● Customer Relationship Management (CRM) Software: The Call Center must have a
CRM system to manage customer data, track call logs, and monitor agent performance.
● Data Security Measures: The agreement might outline specific data security measures
the Call Center must implement to protect customer information, such as encryption
standards and access controls.

Ongoing Process Support:

The company will provide continuous support to the call center to optimize performance and
ensure operational excellence. This support will encompass the following:

● Performance Monitoring and Analysis: Regular monitoring of key performance

indicators (KPIs), such as call volume, average handle time, and customer satisfaction
metrics, to identify trends and areas for improvement.
● Quality Assurance: Implementing and maintaining quality assurance programs,
including call monitoring, coaching, and feedback sessions.
● Process Optimization: Continuously reviewing and refining call center processes to
enhance efficiency and effectiveness.
● Performance Improvement Plans (PIPs): Providing guidance and support in
developing and implementing PIPs for underperforming agents, including coaching,
mentoring, and additional training.
● Change Management: Assisting in managing change initiatives within the call center,
such as new technology implementations or organizational restructuring.
● Best Practice Sharing: Sharing industry best practices and benchmarking data to drive
continuous improvement.

By providing ongoing support, the company aims to help the call center maintain high standards
of performance, customer satisfaction, and operational efficiency.

EXCLUSIONS

Financial Responsibilities:
The Company will not be responsible for any direct financial costs associated with the operation
of the call center. This includes, but is not limited to:

● Personnel Costs: Salaries, wages, and benefits for call center agents and other staff.
● Operational Expenses: Office rent, utilities, and other overhead costs.
● Technology Costs: Hardware, software, and licensing fees for call center systems.
● Training Costs: Costs associated with training and development programs for call
center agents.

The company's role is to provide consultancy, technical assistance, and operational support. All
direct financial responsibilities related to the call center's operations will remain with the call
center.

Additional Considerations

● Hours of Operation: The call center’s team will be working for a 9 hour shift starting
from 10 AM, Monday to Saturday..
● Communication and Escalation Process: The call center will be communicating with
the Cars24 support team directly as well as the company’s support team for any
communication and escalation. The communication will be phone call,whatsapp & chat.

Profit and Loss Sharing and Financial Arrangements

1. No Partnership: The Company and the Client agree that no partnership or joint venture
will be formed as a result of this agreement. The Company will not share in any profits or
losses incurred by the Client's call center operations.
2. Limited Manpower Deployment: In specific instances where a significant decline in
sales quality is identified, the Company may deploy a maximum of one or two agents to
provide temporary support to the call center. This deployment will be at the sole
discretion of the Company and will be limited to a specified duration.
3. No Consultation Fees: The Company will not charge any additional consultation fees,
royalties, or other fees beyond the agreed-upon Annual Maintenance Fee (AMF). The
AMF will be paid by the Client upon the successful delivery and handover of the call
center access/dashboard.
4. Independent Operations: After the handover of the call center access/dashboard, the
Client will assume full operational control and financial responsibility. The Company will
have no involvement in the Client's day-to-day operations, including but not limited to:
○ Client Interactions: The Client will directly interact with the end-clients and
manage all customer relationships.
 ○ Financial Transactions: The Client will receive direct payments from the
end-clients and manage all financial transactions related to the call center
operations.

The Company's role will be limited to providing the initial setup, training, and ongoing support as
outlined in the agreement.

1.2 Compliance

The Call Center agrees to comply with all applicable laws and regulations related to its
performance of the Services, including:

● Telemarketing regulations regarding consent for contacting customers and adherence to

do-not-call registries.
● Data privacy laws concerning the protection and security of customer information
collected during call interactions.

"Compliance," is a critical component of the Call Center Agreement. It outlines the Call Center's
obligation to adhere to all applicable laws, regulations, and industry standards relevant to their
telemarketing activities and customer interactions on behalf of the Company.

Here's a breakdown of the key points you might encounter within Clause 1.2:

1.2.1 Legal and Regulatory Compliance

The Call Center must comply with all federal, state, and local laws and regulations governing
telemarketing practices, data privacy, and consumer protection. Here are some specific
examples:

● Telemarketing Sales Rule: This rule outlines regulations regarding required disclosures,
call times, do-not-call lists, and consumer consent for receiving telemarketing calls.
● State-Specific Regulations: Many states have additional regulations governing
telemarketing activities, and the Call Center needs to ensure compliance with those as
well.

1.2.2 Industry Standards

Beyond legal requirements, the Call Center might be required to adhere to industry standards
established by professional organizations of India. These standards typically focus on ethical
sales practices, customer service excellence, and data security best practices.
1.2.3 Company Policies and Procedures

This section emphasizes that the Call Center must also comply with the Company's internal
policies and procedures related to telemarketing practices, customer interactions, and data
handling. These may include specific guidelines for:

● Call Script Adherence: The Call Center might be required to use pre-approved call
scripts that ensure consistent messaging and compliance with regulations.
● Data Security Protocols: The Company might have specific policies regarding data
storage, access controls, and how customer information can be used.
● Customer Service Standards: The Company might set clear expectations for how agents
should handle customer inquiries and complaints.

Consequences of Non-Compliance

If the Call Center is found to be in violation of Clause 1.2, the Company can take various
actions, including:

● Issuing warnings: The Company might provide formal written warnings outlining the
compliance issues and requesting corrective action.
● Withholding payment: The Company might withhold payment for services rendered until
the Call Center demonstrates compliance.
● Terminating the Agreement: In severe cases of non-compliance, the Company can
terminate the Call Center Agreement entirely.

By explicitly outlining compliance expectations in Clause 1.2, the Agreement ensures a clear
understanding of the Call Center's responsibilities and helps mitigate potential risks associated
with non-compliance.

2. Compensation

2.1 Payouts

The call center will receive payouts directly from the client (Cars24) in its bank account. The
payouts will be the commissions provided by Cars24 team. The commissions range from 1.75%
to upto 4% (depending on the conversion and the car value sold). Please note that the
commissions payable to the call center are entirely decided by Cars24 and the company has
NO control over it. Company will have no control in any ways on the payouts to the call center
by the Cars24 team.
About this AMC (Annual Maintenance Contract)

The company is not charging any kind of consulting fee to the call center for the project as the
project is available free of cost and can be acquired by anyone by directly contacting the
client.The company is taking its service fee for the support services it is providing to the call
center for running the project. This AMC is valid for a period of 1 year starting from the date it is
signed.

3. Onboarding Process and training

The onboarding process is designed to ensure the Call Center team is operational within three
(3) business days and will involve the following steps:

Day 1:

● Initial Training: Introduction to the Company's products and services, company culture,
and basic call center operations.

Day 2:

● In-Depth Product Training: Comprehensive training on motor insurance products

offered by the Company, encompassing features, benefits, exclusions, pricing, and
customer eligibility criteria.
● Call Script Development: Collaborative development of customized call scripts tailored
to specific insurance products and target audiences and the questions to be asked to the
prospects for lead qualification.
● Role-Playing Exercises: Intensive simulations of call scenarios to practice sales. These
simulations will allow agents to practice sales conversations, objection handling, and
effective customer service techniques in a controlled environment.

Day 3:

● Quality Assurance Training: Training on call monitoring procedures, quality assurance

best practices, and providing constructive feedback mechanisms.
● Pilot Launch: Controlled launch of outbound calls with a limited number of agents. The
Company and Call Center representatives will closely monitor and supervise these initial
interactions.
● Feedback and Refinement: Analysis of the pilot launch results to identify areas for
improvement. Call scripts, agent training, and overall campaign strategies may be
refined based on these findings and finally, the TEAM GOES LIVE.

4. Agent Recruitment and Training

4.1 Agent Qualifications

The Call Center is responsible for recruiting, hiring, and training qualified call center agents.
These agents must possess the following qualifications:

● Excellent Communication Skills: The ability to speak clearly, concisely, and

professionally with a courteous and positive demeanor.
● Strong Product Knowledge: A thorough understanding of the Company's insurance
products, including features, benefits, exclusions, eligibility requirements, and pricing
structures.
● Customer-Centric Approach: A genuine focus on building rapport with customers,
addressing their needs and concerns effectively, and fostering a positive brand image for
the Company.

4.2 Training Program

The Call Center will provide a comprehensive training program to equip agents with the
necessary skills and knowledge to excel in their roles. This program will cover the following
aspects:

● Product Knowledge: In-depth training on all the Call center’s insurance offerings,
ensuring agents can confidently answer customer inquiries and effectively present
product features.
● Call Scripts and Protocols: Training on using the approved call scripts and adhering to
established call protocols, which guide the flow of customer interactions and ensure
consistent messaging.
● Sales Techniques: Equipping agents with effective sales techniques to persuade
potential customers about the benefits of the Company's insurance products and guide
them towards making informed decisions.
● Customer Service Best Practices: Training on active listening skills, resolving
customer concerns efficiently, and exceeding customer expectations to create a positive
brand experience.

5. Performance Reporting

5.1 KPI Reporting

The Call Center will provide the Company with regular reports on key performance indicators
(KPIs) to monitor campaign effectiveness and identify areas for improvement. These reports will
be delivered in a mutually agreed-upon format (e.g., Excel spreadsheet, online dashboard) and
submitted at a designated frequency (e.g., weekly, bi-weekly, monthly). The KPIs reported will
include:

● Call Volume: The total number of calls made by agents during a specific period.
● Conversion Rates: The percentage of calls resulting in successful sales of the used
cars.
● Customer Satisfaction Scores: Evaluations collected from customers regarding their
experience with the Call Center agents. These scores will help assess the quality of
customer interactions.
● Agent Performance Data: Metrics that track individual agent performance, such as:
○ Average call duration (less than 8 minutes and 30 seconds.
○ Conversion rates per agent (>80%)
○ Point value per lead
○ Customer satisfaction scores associated with each agent (> 82%)

5.2 Report Analysis and Optimization

This section emphasizes collaborative efforts between the Company and the Call Center to
analyze the performance reports. They will jointly:

● Identify Trends: Regularly analyzing reports over time helps identify trends in call
volume, conversion rates, or customer satisfaction.
● Understand Agent Strengths and Weaknesses: Individual agent performance data
allows the Call Center to identify top performers and areas where other agents may
require additional coaching.
● Optimize the Campaign: Based on the insights from the reports, the Company and the
Call Center can work together to refine call scripts, adjust dialing strategies, or
implement additional training programs to improve campaign performance.

Additional Considerations

● Reporting Frequency and Format: The call center should report to the company daily
of the team’s performance. The report should be generated in the CRM.

5.2 Report Analysis and Optimization

The Company and the Call Center will collaboratively analyze the performance reports to
identify trends, understand agent strengths and weaknesses, and continuously optimize the
campaign for better results. This may involve refining call scripts, adjusting dialing strategies, or
providing additional coaching to agents.
6. Quality Assurance

6.1 Quality Assurance Program

The Call Center will implement a robust quality assurance program to monitor and evaluate
agent calls. This program will ensure agents adhere to call scripts, possess accurate product
knowledge, deliver exceptional customer service, and effectively achieve call objectives.

6.2 Call Monitoring and Evaluation

The quality assurance program will involve reviewing call recordings to assess agent
performance across various criteria. These criteria may include:

● Script adherence: Following the approved call scripts and adhering to the designated
flow of the conversation.
● Product knowledge accuracy: Providing accurate and up-to-date information about the
Company's insurance products.
● Customer service skills: Demonstrating active listening, empathy, and the ability to
resolve customer inquiries and concerns effectively.
● Sales techniques: Effectively presenting the benefits of better calls

6.2 Call Monitoring and Evaluation

● Lead Generation techniques : Effectively presenting the benefits of the Company's

insurance products, overcoming objections, and guiding customers towards informed
purchasing decisions.

6.3 Coaching and Feedback

Based on the call monitoring evaluations, the Call Center will provide constructive feedback to
agents to improve their performance. This feedback may involve:

● One-on-one coaching sessions to address specific areas identified for improvement.

● Group training sessions to share best practices and address common challenges faced
by agents.
● Refresher training sessions to reinforce product knowledge and call script adherence.

7. Term and Termination

7.1 Agreement Term

This Agreement will be effective as of the date first written above and will continue for a period
of [one year] (the "Initial Term").

7.2 Renewal
The Agreement may be renewed for successive terms of [renewal term - e.g., one year] each
(the "Renewal Term") unless either party provides written notice of termination to the other party
at least [30] days prior to the expiration of the then-current term.

7.3 Termination for Cause

This Agreement may be terminated by either party upon written notice to the other party in the
event of a material breach of this Agreement by the other party that is not cured within [cure
period - 30] days after written notice of such breach. A material breach is considered a
significant violation of the Agreement that undermines its core objectives. Examples of material
breaches may include:

● The Call Center consistently failing to meet agreed-upon performance metrics.

● The Call Center engaging in practices that violate telemarketing regulations or data
privacy laws.
● Call center unwilling to continue the project due to its personal reasons.
● Company unwilling to continue working with the call center due to its personal reasons.
For any of the termination reasons, the AMC fee paid by the call center will not be
refunded back.

8. Confidentiality

8.1 Protection of Confidential Information

The Call Center agrees to hold in strict confidence all confidential information of the Company,
including:

● Customer data (names, contact information, etc.)

● Product information (features, pricing, etc.)
● Business strategies and marketing plans

8.2 Non-Disclosure

This section strictly prohibits the Call Center from disclosing any confidential information of the
Company to any third party without prior written consent. This includes:

Sharing information with unauthorized individuals: This applies to Call Center employees
who don't have a legitimate need to access the information for their job duties.

Selling or transferring information The Call Center cannot sell or transfer confidential
information to any other organization.
Using information for personal gain: Call Center employees are prohibited from using
confidential information for their personal benefit or for any purpose outside the scope of the
Agreement.

**Additional Considerations:**

Data Security Measures: The Agreement might reference specific data security measures the
Call Center must implement to safeguard confidential information. This could include
encryption standards, access controls, secure data storage practices, and employee training on
data privacy regulations.

Permitted Disclosures: There might be exceptions outlined for mandatory disclosures

required by law or court order.

8.2 Non-Disclosure

The Call Center will not disclose any confidential information of the Company to any third party
without the prior written consent of the Company. This includes using such information for any
purpose outside the scope of this Agreement or for the personal gain of Call Center employees.

9. Independent Contractor Relationship

9.1 Independent Contractor Status

The Call Center is an independent contractor and not an employee, agent, or partner of the
Company. The Call Center is responsible for managing its own staff, payroll taxes, and benefits.

10. Dispute Resolution

10.1 Dispute Resolution Mechanism

Any dispute arising out of or relating to this Agreement will be settled by [dispute resolution
method - e.g., arbitration] in accordance with the rules of [arbitration institution - e.g., American
Arbitration Association] in [location - e.g., New Delhi, India]. Arbitration is a binding form of
dispute resolution where a neutral third party (arbitrator) hears arguments from both sides and
issues a final and enforceable decision.

11. Entire Agreement

11.1 Superseded Agreements

This Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior or contemporaneous communications, representations,
or agreements, whether oral or written. In other words, this Agreement is the sole binding
document governing the relationship between the Company and the Call Center regarding
customer onboarding services.

12. Amendments

12.1 Modification Process

This Agreement may be amended only by a written instrument signed by both parties. Any
changes to the Agreement must be documented in writing and formally agreed upon by both the
Company and the Call Center.

13. Notices

13.1 Delivery of Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered personally, sent by certified or registered mail, postage prepaid,
return receipt requested, or sent by reputable overnight courier service, addressed as follows:

● If to the Company: [Company Address]

● If to the Call Center: [Call Center Address]

14. Severability

14.1 Effect of Invalid Provisions

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be
struck and the remaining provisions shall remain in full force and effect. In other words, if a
specific clause within the Agreement is found to be legally unenforceable, the

14. Severability (continued)

In other words, if a specific clause within the Agreement is found to be legally unenforceable,
the remaining clauses will still be valid and enforceable.

15. Governing Law

15.1 Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of India. The
parties agree to submit to the exclusive jurisdiction of the courts located in [City, India] for the
resolution of any disputes arising out of or relating to this Agreement.

16. Waivers

16.1 No Waiver of Future Breaches

No waiver by either party of any breach of this Agreement shall be deemed a waiver of any
subsequent breach. In simpler terms, if the Company chooses not to take action against the Call
Center for a minor breach of the Agreement, it does not waive its right to take action for any
future breaches.

17. Force Majeure

17.1 Unforeseen Events

Neither party shall be liable for any delay or failure to perform its obligations under this
Agreement due to causes beyond its reasonable control, including but not limited to:

● Acts of God (natural disasters)

● War or terrorism
● Labor strikes
● Government regulations or policies
● Power outages or other infrastructure failures

17.2 Mitigation Efforts

The party affected by a force majeure event will use reasonable efforts to minimize the delay or
non-performance and promptly notify the other party of the event and its anticipated duration.

18. Headings

18.1 Informational Purposes Only

The headings used in this Agreement are for informational purposes only and shall not be
deemed to be part of the Agreement or to affect its interpretation.

19. Successors and Assigns

19.1 Binding on Successors

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. This means the Agreement remains valid even if
there are changes in ownership or control of either the Company or the Call Center, provided
such assignment is permitted under the terms of the Agreement.

20. Counterparts

20.1 Multiple Executed Copies

This Agreement may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This allows for both
parties to have signed copies of the Agreement without the need for a single original document.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.

BPO Campaign Provider

Authorized Signature and company seal ____________________________

Call Center ___________________

Authorized Signature and company seal _____________________________

End Of Contract

Company should sign & stamp on the bottom left hand side and the call center must sign on the bottom right hand side of every page.