Exhibit 4.20
Confidential Treatment Requested
The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
INDIA NON JUDICIAL
Government of National Capital Territory of Delhi
e-Stamp |
Certificate No. | : | IN-DL40990818486137L | ||
Certificate Issued Date | : | 24-Jul-2013 11:15 AM | ||
Account Reference | : | IMPACC (IV)/ dl741103/ DELHI/ DL-DLH | ||
Unique Doc. Reference | : | SUBIN-DLDL74110380821373898300L | ||
Purchased by | : | IBM DAKSH BUSINESS PROCESS SERVICES P L | ||
Description of Document | : | Article Others | ||
Property Description | : | Not Applicable | ||
Consideration Price (Rs.) | : | 0 | ||
(Zero) | ||||
First Party | : | IBM DAKSH BUSINESS PROCESS SERVICES P L | ||
Second Party | : | MAKEMYTRIP INDIA PVT LTD | ||
Stamp Duty Paid By | : | IBM DAKSH BUSINESS PROCESS SERVICES P L | ||
Stamp Duty Amount(Rs.) | : | 100 | ||
(One Hundred only) |
| Please write or type below this line |
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Amendment to the
Business Process Outsourcing Services Agreement And
Statement of Work
Dated July 12th, 2013
By and between
MAKEMYTRIP INDIA PRIVATE LIMITED
And
IBM DAKSH BUSINESS PROCESS SERVICES PRIVATE LIMITED
Confidential Treatment Requested
The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
This Twelfth (12th) Amendment Agreement (“Amendment No. 12”) dated[ ] to the Business Process Outsourcing Services Agreement dated March 05, 2008, First Amendment dated July 16, 2008, Second Amendment dated July 28, 2009, Third Amendment dated November 4, 2009, Fourth Amendment dated December 09, 2010, Fifth Amendment dated December 10, 2010, Sixth Amendment dated December 18, 2010, Seventh Amendment dated April 7, 2011, Eighth Amendment dated October 27, 2011 9th Amendment dated December 29, 2011, 10th Amendment dated July 4, 2012 and 11th Amendment dated November 1, 2012 thereto and Statement of Work dated March 05, 2008 and Statement of Work for OBT and DH dated January 1, 2012 (collectively referred to as “Agreement”) is made at New Delhi:
By and between:
MakeMyTrip India Private Limited, a Company registered under the Companies Act, 1956 and having its corporate office at 103, Udyog Vihar, Phase I, Gurgaon, 122016 (hereinafter referred to as “MMTL” which expression shall, unless repugnant to or inconsistent with the context, mean and include its successors and permitted assigns), of theONE PART
And
IBM Daksh Business Process Services Private Limited, a Company registered under the Companies Act, 1956 and having its registered office at Birla Tower, 1st Floor, 25, Barakhamba Road, Connaught Place, New Delhi 110001 (hereinafter referred to as “IBM” which expression shall, unless repugnant to or inconsistent with the context, mean and include its successors and permitted assigns), of theOTHER PART.
WHEREAS MMTL has entered into the Agreement with IBM and both Parties agree to amend the Agreement as mentioned below.
TERMS AND CONDITIONS GOVERNING THIS AMENDMENT NO. 12
The Parties have agreed to amend and include the following terms and conditions in regard to the Agreement:
I. | Delete the existing Section 4 of Amendment No. 9 dated December 29, 2011 and replace it with the following new Section 1: |
“Termination for Convenience:
Both IBM and MMTL may elect to terminate the Business Process Outsourcing Services Agreement or any applicable Statement of Work under it, for convenience. Such Termination can only be done by providing six (6) months written notice, in advance to the other Party. Such notice can only be served after seven (7) years from the Transaction Effective Date as per the Business Process Outsourcing Services Agreement dated March 05, 2008 after MMTL pays to IBM the following Termination Fee:
Period of Serving Termination Notice | Termination Fee | |||
5th Mar’2015 to 4th Mar’2016 | XXXX | |||
5th Mar’2016 to 4th Mar’2017 | XXXX |
Confidential Treatment Requested
The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
II. | Amend Point 2 of Amendment No. 6 dated December 18, 2010, with the following: |
In no month of each applicable year shall the total Agent billable headcount go below the minimum committed headcount (aggregate at both Gurgaon and Chandigarh and or any future location) as indicated in the table below for such applicable year. The Key Milestones for change in the minimum billable Agent headcount are as per the following table
Effective Date | Up to 30th Sept 2014 | As on 1st Oct 2014 | As on 1st Oct 2015 | 1st Oct 2016 Onwards | ||||||||||||
Minimum Committed Headcount | XXXX | XXXX | XXXX | XXXX |
Notwithstanding the above said, where MMTL represents to IBM the scope to reduce Agent count owing to efficiencies obtained by MMTL by deploying automation, the parties agree that MMTL shall be entitled to reduce the billable Agent count by requisite numbers as mutually agreed upon by the parties. However, MMTL agrees that such reduction in Agent headcount shall not exceed the numbers indicated in the table below, for the applicable year in which the automation deployment takes place
Effective Date | Up to 30th Sep 2014 | From 1st Oct 2014 to 30th Sep 2015 | From 1st Oct 2015 to 30th Sep 2016 | From 1st Oct 2016 onwards | ||||||||||||
Max Count Reduction | XXXX | XXXX | XXXX | XXXX |
III. | Amend Point III of Amendment No. 11 dated November 1, 2012 and Point 2 of Amendment No. 6 dated December 18, 2010, as following: |
The Ramp up plan to reach additional 350 billable headcounts for OBT and Post Sales Line of Business, depending on forecasts and requirements of MMTL is as follows:
Time Period | July 2013 | Aug. 2013 | Jan. 2014 | Jan. 2015 | Jan. 2016 Onwards | |||||||||||||||
Existing HC | 409 | 409 | 409 | 409 | 409 | |||||||||||||||
Additional /Ramp HC (OBT) | 0 | 25 | 75 | 200 | 275 | |||||||||||||||
Additional /Ramp HC (Post Sales) | 0 | 25 | 50 | 50 | 75 | |||||||||||||||
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Total HC | 459 | 534 | 659 | 759 | ||||||||||||||||
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Confidential Treatment Requested
The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
IV. | Delete and replace Point V of Amendment No. 11 dated November 1, 2012 with the following: |
1. | A transaction shall be considered loss when the profit booked on it goes in negative due to factors under IBM Daksh’s control. |
2. | For Financial year 2013 & financial year 2014 target loss per transaction for each Lob is provided below in Table A. |
3. | In case actual losses per transaction is more than target losses per transaction, IBM Daksh shall pay penalties equal to the XXXX of the following two: |
a) | Percentage of service billing (as per Table A) |
b) | (Actual loss per transaction - Target loss per transaction)* Number of transactions, for that Lob |
Table A (all figures below are in INR)
LOB | Target Loss per transaction | Slab 1 | Slab 2 | Slab 3 | Slab 4 | Slab 5 | ||||||||||||||||||
Post Sales India | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Post Sales US | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Sales US | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Sales Ex India | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Sales OBT | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Dom Holiday | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Refunds | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Ticketing Ex India | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Ticketing India | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Ticketing US | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX | ||||||||||||||||||
Penalty as % age of service billing | XXXX | XXXX | XXXX | XXXX | XXXX | XXXX |
Example: If for the financial year 2013 the actual loss per transaction for Post sales Lob is INR 2.70, then the penalty amount shall be calculated as follows:
Service revenue = INR 9 crores
Total number of transaction (for 6 months) = 16 lacs
Target loss per transaction for the lob = XXXX
Actual loss per transaction for the lob = INR 2.70
Total Penalty payable shall be lower of the following:
a) | XXXX (as per slab 3 of Table A) of INR 9 crores = XXXX |
b) | (2.70 – XXXX) x 16 lacs = XXXX |
Hence the penalty amount payable shall be XXXX
Confidential Treatment Requested
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Also, Client agrees to pay reward to IBM, if overall losses at IBM center (for all LOB’s and all centers of IBM put together) stays below INR 1 crore as per the below methodology.
The reward will be to split the savings 50:50 with IBM
Example: If for financial year 2013 the Total Overall loss is INR 90 Lacs, then against the target of INR 1 Crore, total saving that IBM brought is of INR 10 lacs, hence IBM reward will be 50% of the savings i.e. INR 5 Lacs.
4. | The above adjustment shall be done on annual basis. |
5. | The target loss per transaction in Table “A” are on the basis of base lined data, However it is agreed that IBM will make reasonable efforts to improve upon these levels. |
Imposition of such penalty shall constitute Customer’s sole and exclusive remedy. This penalty will be under the aggregate rewards and liability cap as provided in Clause 1 of Appendix 1 of Amendment No. 2 dated July 28, 2009.
V. | Delete Point 3 of Amendment No. 6 dated December 18, 2010 and Point 10 (Charges Section) of Schedule 2 (Statement of Work for OBT and DH Line of Business) dated January 1, 2012, and replace with the following: |
Charges / Price (Per Headcount Per Month)
Line Of Business | Location | Price in INR | ||||||
Sales | Sales US | Chandigarh | XXXX | |||||
Sales Ex India | Chandigarh | XXXX | ||||||
Holidays | Chandigarh | XXXX | ||||||
Sales US | Gurgaon | XXXX | ||||||
Sales Ex India | Gurgaon | XXXX | ||||||
Service | Post Sales US | Chandigarh | XXXX | |||||
Post Sales India | Chandigarh | XXXX | ||||||
Ticketing US | Chandigarh | XXXX | ||||||
Refund | Chandigarh | XXXX |
• | All Prices mentioned above are in INR Per Agent Per Month. |
• | Mentioned Prices will be effective as July 01, 2013 |
• | Above mentioned prices are first year prices and will be applicable till December 2013 for Holidays LoB and till February 2014 for all other LoB’s. |
• | Thereafter XXXX Price increase will be applicable effective January 01 every year for Holidays LoB and 5th of March every year for all other LoB’s for remaining term of the contract |
• | All other Pricing Assumptions to remain same as per the Agreement. |
• | Max Hours possible by an advisor is 208 hours excluding non-billable aux in FTE structure and not including any Overtime |
Confidential Treatment Requested
The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
• | IBM to share interval wise tracking mechanism to reflect APS requirement vs actual APS logged net of aux |
• | For Sales LOB’s the overall combined headcount should be equal to approved billable headcount for the below mentioned leverage to apply. |
Actual Monthly Billable FTE for Chandigarh Delivery Location shall be as per following methodology which would be applicable 01st April 2013:
• | In case actual HC >= Approved HC, lower of below |
• | Approved HC |
• | Actual Hours Delivered / 167 (No. of Hours Per Agent Per Month as defined for Chandigarh location |
• | Actual Live agent for a given month |
• | In Case Actual HC>= 93% of approved HC but less than 100%, |
• | Actual Hours Delivered / 167 (No. of Hours Per Agent Per Month as defined for Chandigarh location capped to maximum of 105% of actual agents on floor (Live Agents) |
• | In case Actual HC< 93% |
• | Actual Hours Delivered / 167 (No. of Hours Per Agent Per Month as defined for Chandigarh location capped to maximum of actual agents on floor ( Live Agents) |
For understanding purposes a Live Agent is defined as follows:
Live Agent: Number of Agents assigned to the project (tracked by IBM’s systems) for a particular month prorated by the number of days agent was associated with the project.
Illustrative Example:
Agent 1 associated with the project for 30 days = (1 * 30)/30 = 1 Live Agent
Agent 2 associated with the project for 15 days = (1 * 15)/30 = 0.50 Live Agent
Over time hours as agreed to and approved by client shall be over and above the hours calculated by the above methodology
VI. | Amend Clause VI of Amendment No. 11 dated November 01, 2012 to add the following as point no. 4: |
4. IBM will issue a credit to MMTL, of Actual Incentive amount (as per the above mentioned grid) or XXXX, whichever is lower
VII. | Amend Section 3 of the Business Process Outsourcing Service Agreement dated March 05, 2008 to add the following : |
Monthly Invoice raised by IBM to also include, Sales Incentive, R&P billing, Training Billing, Pass Through Costs and any other Line Items to be billed to the client for the respective month.
Confidential Treatment Requested
The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
MMTL will communicate to IBM the incentive plan and budget 7 days prior to commencement of the incentive plan. IBM and MMTL will mutually agree on a percentage share of MMTL funded sales incentive to be spent on non-sales work force in the quarterly incentive plan.
IBM will initiate a quarterly reconciliation with MMTL for agent incentives paid during the quarter and any under or over recovery will be shared with the MMTL. Any settlement can only be done in the subsequent billing cycle post the reconciliation activity is completed.
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IX. | Amend Schedule 2 to Appendix 1 of Amendment 2 dated July 28, 2009, to remove the following KPI’s: |
• | CSAT |
• | FCR |
• | Service Levels |
X. | Amend to Appendix 1 of Amendment 2 dated July 28, 2009 to add the following Schedule 4 for new KPI’s along with their Targets: |
ASAT – Post Sales International
Time Period | Penalty | Target | Reward | |||||||||
Q3 2013 | XXXX | XXXX | XXXX | |||||||||
Q4 2013 | XXXX | XXXX | XXXX | |||||||||
Q1 2014 onwards | XXXX | XXXX | XXXX |
ASAT – Holidays Post Sales
Time Period | Penalty | Target | Reward | |||||||||
Q3 2013 | XXXX | XXXX | XXXX | |||||||||
Q4 2013 | XXXX | XXXX | XXXX | |||||||||
Q1 2014 onwards | XXXX | XXXX | XXXX |
AHT
Line of Business | Penalty | Target | Reward | Tolerence | ||||||||||||
Post Sales India | XXXX | XXXX | XXXX | XXXX | ||||||||||||
Post Sales US | XXXX | XXXX | XXXX | XXXX |
IBM will qualify for earning rewards on AHT in case the Service Levels are XXXX of the calls answered in 20 seconds.
XI. | This Amendment No. 12 shall be effective from 1st July 2013 (“Amendment No. 12 Effective Date”) and shall be co-existent and co-terminus with the Agreement. |
XII. | Except for the amendments provided hereunder, all other terms and conditions of the Agreement, which have not been specifically changed / amended / modified hereunder, shall remain unchanged and continue to be binding between the Parties and the same shall be deemed to be a part of this Amendment No. 12 by reference. |
XIII. | This Amendment No. 12 read together with the Agreement reflects the complete understanding between the Parties. This Amendment No. 12 is incorporated into and deemed to be part of the Agreement. |
Confidential Treatment Requested
The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
XIII. | This Amendment No. 12 read together with the Agreement reflects the complete understanding between the Parties. This Amendment No. 12 is incorporated into and deemed to be part of the Agreement. |
ACCEPTED AND AGREED TO BY THE FOLLOWING AUTHORISED REPRESENTATIVES OF THE PARTIES:
MakeMyTrip India Private Limited | IBM Daksh Business Process Services Pvt. Ltd. | |||||||
By: | /s/ JASMEET SINGH | By: | /s/ Gerald von Kalm | |||||
Name: | JASMEET SINGH | Name: | Gerald von Kalm | |||||
Title: | HEAD – CUSTOMER CONTACT GROUP | Title: | CFO | |||||
Date: | 25 JULY 13 | Date: | 25 JULY 2013 | |||||
Seal: | Seal: |