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Exhibit 6.4
November 22, 1999
Charles Blaquiere
President
INNOFONE Canada Inc.
241 Applewood Crescent, Suite 4
Vaughan, Ontaria
L4K 4E6
MEMORANDUM OF UNDERSTANDING
Dear Douglas,
I am following up on our recent meetings and discussions regarding the
opportunity to develop 'THE NEW VISEZ JUSTE PROGRAM' (it is understood that
the name for the program is yet to be finalized) for VISA Desjardins.
It is our intention to roll out the program to VISA Desjardins cardholders as
an added value service. The offer will focus on providing cardholders value
and savings on a bundle of telecommunications products and services,
including: Long Distance, Calling Card, Cellular/PCS, Internet and Home
Security. The offer will RATE AND COMPARE the major national service
providers core offers in each of the above categories, LD - Bell, AT&T,
Sprint; Cell/PCS - Bell Mobility, Cantel/AT&T, Microcell, Clearnet; INTERNET
- AOL, Sympatico, Sprint; HOME SECURITY - ADT, Chubb, Honeywell. The customer
will receive the lowest cost - highest value solution for their particular
usage needs and then receive an additional 10% savings or reward benefit on
top of the lowest cost - highest value solution.
I confirm our commitment to pursue the development of this opportunity with
you and confirm that we understand that the presentation and program concepts
that you have presented are your property and we will not pursue this
opportunity with any other party. You and your suppliers/partners confirm that
you will not pursue this opportunity with any other financial institution or
card issuer in the province of Quebec (other than existing arrangements with
the CIBC).
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425, avenue Viger Ouest
Montreal (Quebec)
H2Z 1W5
*La Confederation des caisses populaires et d'economie Desjardins du Quebec,
titulaire de licence de la marque.
Fabrication en papier recycle
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The business approach you will take in developing the program will focus on
your core competencies in program development, marketing and communications
while securing partnership/supplier/outsourcing relationships to deliver the
systems and call center requirements for the project. These supplier/partner
relationships include, DATEX (Billing, Rating/Comparing, Systems Integration),
and EQUINOX (Customer Care, Call Center). We understand that the Customer
Care Service and the Call Center of Equinox are established in Montreal. You
will deliver the program on a turnkey third party basis. You will take
responsibility for the coordination, operation and delivery of the program,
however, each of the above parties will be directly named in our final
contract.
Further, each of the supplier/partners will individually confirm their
commitment to proactively seek solutions to any systems challenges that may
arise as well as their commitment to Y2K compliance. In addition, you have
identified that MICROCELL will be the underlying carrier/service provider for
the Cellular/PCS component of the program; BELL NEXXIA will be the underlying
carrier for the LD and Calling card components of the program; AOL will be
Internet and COUNTERFORCE will be the Security services provider.
We mutually confirm our commitment to make all necessary arrangements to move
to launch this program in March 2000. You agree that all systems and
development costs relating to this program for your team are your
responsbility. We agree that all systems and development costs relating to
this program inside VISA Desjardins are our responsibility. We mutually agree
that we will share the marketing costs relating to this program on a 50/50
basis and that we will each have the opportunity to pre agree to any and all
budgets and expenditures relating to this element of the program. You
acknowledge that all ongoing call detail summary reports and other costs
related to Enrollment and Commissions are exclusively your responsibility.
You agree that you will be the merchant for this program and that you will
pay a 1.75% merchant fee on all charges made on client cards. In addition,
you agree that you will pay VISA Desjardins a commission on gross sales of
the program that will be tied to enrollment levels in the program. The scale
will be from 2 - 4% and begin at the enrollment level of 20,000. (N.B. This
commission is in addition to the 1.75% merchant fee) In addition, you confirm
that you will pay VISA Desjardins telemarketing department a performance fee
of $20 for each customer enrolled in one service element of the program, $25
for each customer enrolled in two services, $27 for each customer enrolled in
three services and $30 for each customer enrolled in four services.
We mutually agree that we will make all possible efforts to compete a
detailed contract relating to this program by October 1999. We mutually agree
that if either of us cancels the launch of this program prior to completing
our detailed contract, each party will be
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425, avenue Viger Ouest
Montreal (Quebec)
H2Z 1W5
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responsible for their own costs incurred to that point. No fees or damages
being claimed by either party. Further, VISA Desjardins does not warrant or
represent any undertakings of the financial success of the program,
enrollment levels or business volume regarding the program.
Yours truly,
/s/ CHANTALE ST-PIERRE Date: Nov 22, 99 /s/ CHARLES BLAQUIERE Date: Nov 25, 99
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Chantale St-Pierre Charles Blaquiere
Marketing Director President
VISA Desjardins INNOFONE
/s/ CHRISTIANE BERARD Date: Nov 23, 99
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Christiane Berard
Interim General Manager
VISA Desjardins
(REVISED VERSION)
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425, avenue Viger Ouest
Montreal (Quebec)
H2Z 1W5
