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Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN
1200
2.0 24/01/07 Baseline copy of v1.5
3.0 06/07/07 Baseline copy of v2.3
4.0 14/04/08 Baseline copy of v3.2
5.0 23/02/09 Baseline copy of 4.1
5.1 13/05/09 Applying changes as per CCN1258
5.2 19/05/09 RPI Increases for 2009
5.3 12/06/09 Applying changes as per CCN1252a
54 Moving contents page to front of Clauses
section
6.0 07/07/09 Moving all schedules to v6.0 as agreed with
Fujitsu
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CONTENTS
Funding Condition
2 Preferred Systems Integrator and Systems Integration Partnership
3. Governance
4. Change Control
5. Development and documentation of HNG-X
6. Associated Changes
rs Migration and Implementation
8. Performance of HNG-X Services prior to HNG-X Date and post HNG-X Date
9. Infrastructure prior to Trigger Point T5
10. Performance of Services - General
11. Training
12. Changes to Services
13. Documentation
14. Consumables
15. Service Standards
16. Security
17. Service Levels
18. Service Level Remedies
19. Health and Safety Hazards
20. Policies and Standards
21. Charges
22. Payment
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23. Gain Share 22
24. Open Book 22
25. Audit 22
26. Ownership of Assets 23
27. Intellectual Property Rights 24
28. Intellectual Property Rights owned by Fujitsu Services 25
29. Intellectual Property Rights owned by Post Office 26
30. Licences granted by Fujitsu Services or a Third Party to Post Office 28
31. Licences granted by Post Office or a third party to Fujitsu Services 35
32. Riposte 32 and WebRiposte Software 38
33. Data 39
34. Intellectual Property Rights Indemnities 40
35. Use Of Services and Infrastructure 48
36. Damage to Physical Property 48
37. Damage to Plant, Tackle and Tools 50
38. Access to Post Office Premises 50
39. Post Office Responsibilities 51
40. Fujitsu Services' Personnel 51
41. Fujitsu Services’ Key Personnel 52
42. Injury to Persons; Loss of Property 53
43. Liability 53
44. Limitation of Liability 61
45. Insurance 64
46. Term 64
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47. Termination 65
48. Rights on termination and expiry of this Agreement, Partial Termination and termination
of Project HNG-X 70
49. Additional Resources 77
50. Recovery of Sums Due 77
51. Authority and Approval 77
52. Statements and Representations 77
53. Disclaimer of Implied Terms 77
54. Waiver 77
55. Relationship of Parties 78
56. Publicity 798
57. Communications & Notices 79
58. Transfer and Sub-Contracting 80
59. Non-Solicitation 81
60. Force Majeure 81
61. Confidentiality 83
62. Remedies Cumulative 86
63. Discrimination 86
64. Export 86
65. VAT 86
66. Guarantee 86
67. Interpretation 86
68. Amendments to Clauses, Schedules and Annexes of this Agreement and CCDs 89
69. Severability 89
70. Dispute Resolution Procedure 89
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71. Law and Jurisdiction 909
72. Entire Agreement 89
73. Revising the Agreement to reflect matters agreed in CCNs 90
74. NBS CCNs 90
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SCHEDULES
Schedule 1 : Interpretation
Schedule A1 - Preferred Systems Integrator
Schedule A2 - Governance
Schedule A3 - Change Control
Schedule A4 - Policies and Standards
Schedule A5 - Post Office Responsibilities
Schedule A6 - Funding Condition
Schedule B1.1 - Development Services
Schedule B1.2 : Systems Integration Partnership
Schedule B1.3 - Branch Hardware Implementation Services
Schedule B2 - Business Continuity
Schedule B3.1 - HNG-X Services
Schedule B3.2 - Business Capabilities and Support Facilities
Schedule B3.3 : HNG-X Central and Telecommunications Infrastructure
Schedule B3.4 : Branch Infrastructure
Schedule B4.1 - Licenses
Schedule B4.2 : Existing Applications
Schedule B4.3 - Existing Central and Telecommunications Infrastructure
Schedule B4.4 - Existing Service Levels
Schedule BS - Transition and Migration
Schedule B6.1 - HNG-X Business Requirements
Schedule B6.2 : HNG-X Design and Build
Schedule B6.3 - HNG-X Acceptance Process
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Schedule C1 - Service Level Principles and Remedies
Schedule C2 - Sub-contractors
Schedule C3 : Licences
Schedule D1 - Charges
Schedule D2 - Ordering, invoicing and payment
Schedule D3 - Gain share
Schedule D4 - Open Book
Schedule D5 : Audit
Schedule D6 - Market Testing
Schedule D7 - Migration Charges
Schedule D8 - HNG-X and Associated Change Development Charges
Schedule E - Termination and the Exit Plan
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THIS AGREEMENT is made the 28th day of July, 1999
BETWEEN:
(1)
(2)
Post Office Ltd whose registered office is situated at 80-86 Old Street, London
EC1V ONN (“Post Office”); and
Fujitsu Services Limited whose registered office is at 22 Baker Street, London W1U
3BW ("Fujitsu Services").
RECITALS
WHEREAS:
(A)
By an agreement dated 24 May 1999 originally entered into between Post Office (then
known as Post Office Counters Ltd) and ICL Pathway Limited and subsequently
novated and amended (the "Codified Agreement"), Fujitsu Services provides certain
services to Post Office;
(B) The Codified Agreement came into effect on 28 July 1999;
(C) On 31 December 2002 the Parties signed CCN1100 which incorporated agreed
changes to and restated the Codified Agreement;
(D) Various changes have been made to the Codified Agreement since 31 December
2002, pursuant to the Change Control Procedure contained therein;
(E) The Parties have agreed to the extension of the term of, and the making of certain
further changes to, the Codified Agreement with the aim of achieving, inter alia, the
following joint objectives (the “Joint Objectives”):
(a) the introduction of immediate and sustained reductions in certain Post
Office costs;
(b) subject to certain agreed exceptions, the continued provision to the Post
Office of services equivalent in their business outcome to the services
provided immediately prior to the introduction of the changes;
(c) fixed and variable pricing with variable elements based on the use of
particular service components and numbers of Branches, Counter
Positions and Transactions;
(d) continuous endeavour to make further cost savings and improve the
quality of service provision and value for money (“Strive”);
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(F)
(G)
(e) improved joint working practices and the introduction of a new systems
integration relationship involving the pursuit of opportunities for both
Parties to share the benefits of any cost reduction initiatives through a
new Systems Integration Partnership ;
(f) the maintenance and enhancement of the customer relationship
between Fujitsu Services and the Post Office so that the Post Office
remains as a key referenceable customer for Fujitsu Services; and
(g) the provision to Post Office of information relating to and/or access to
new technology, concepts and techniques developed by the Fujitsu
Services Group where such information or access would be relevant to
and capable of application to the Services;
On 31 August, 2006 the Parties signed CCN 1200 which extended the term of the
Codified Agreement and introduced certain further changes; and
This Agreement is the Codified Agreement as amended by CCN 1200, including the
Schedules thereto, the CCDs and CRDs.
NOW THEREFORE IT IS HEREBY AGREED as follows:
PART A: RELATIONSHIP
Funding Condition
Post Office may at any time prior to the Conditionality Expiry Date deliver to Fujitsu
Services a Funding Notice.
During the Conditionality Period the provisions of Part A of Schedule A6 shall apply.
Where Post Office delivers a Funding Notice prior to the Conditionality Expiry Date, the
provisions of Part B of Schedule A6 shall apply with effect from the date of receipt by
Fujitsu Services of such Funding Notice.
Where Post Office does not deliver a Funding Notice prior to the Conditionality Expiry
Date, the provisions of Part C of Schedule A6 shall apply with effect from the
Conditionality Expiry Date.
Where Post Office notifies Fujitsu Services in writing prior to the Conditionality Expiry
Date that it will not deliver a Funding Notice, the provisions of Part C of Schedule A6
shall apply with effect from the date on which Fujitsu Services receives that notice in
writing.
Post Office shall ensure that during the Conditionality Period Fujitsu Services is
provided with confirmations by way of issue of a purchase order or a series of purchase
orders or otherwise in writing in respect of HNG-X Development to be carried out in
accordance with the HNG-X Programme Plan against which Fujitsu Services may raise
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2.2
2.3
3.4
3.2
invoices for HNG-X Development Charges when entitled to do so in accordance with
the provisions of Schedule D2 and to the extent such Charges fall within the estimated
aggregate HNG-X T&M Budget in respect of a particular Planning Period (as set out in
the budget report to be delivered in accordance with paragraph 11 of Schedule B6.2)
("Purchase Order Cover"). In the absence of such Purchase Order Cover and failure by
Post Office to provide it within seven days of written notice from Fujitsu Services
requesting that Post Office do so, the provisions of Part C of Schedule A6 shall apply
upon expiry of such notice.
Post Office shall provide to Fujitsu Services, upon its reasonable request from time to
time, information that Post Office is reasonably able to disclose, without breaching any
confidentiality restrictions, for the purpose of updating Fujitsu Services on progress
being made by the Post Office in securing funding such that Post Office may deliver a
Funding Notice, and the steps being taken by Post Office to secure such funding.
In the event that, during the Conditionality Period, Project HNG-X is terminated by Post
Office for Default pursuant to Clause 47.11.1 and Post Office does not deliver a Funding
Notice to Fujitsu Services on or prior to the Conditionality Expiry Date, Post Office shall
not be entitled to recover any loss or damage from Fujitsu Services on the basis that
had this Agreement been duly performed according to its terms Post Office would have
delivered a Funding Notice on or prior to the Conditionality Expiry Date.
Preferred Systems Integrator and Systems Integration Partnership
It is Post Office’s present intention to confer upon Fujitsu Services the role of Preferred
Systems Integrator with a wider scope of operation than the Infrastructure and with the
potential to include all Relevant IT Systems in that scope. The role of the Preferred
Systems Integrator and the manner and timing of its appointment are set out in further
detail in Schedule A1 to this Agreement.
In its role as Preferred Systems Integrator (if appointed) Fujitsu Services shall pursue in
particular those Joint Objectives listed in Recitals (E)(d) and (E)(e).
The Parties shall, with effect from the Amendment Date, establish and operate the SIP
in accordance with the terms of Schedule B1.2.
Governance
The Parties shall, throughout the term of this Agreement, govern their relationship:
3.1.1 in accordance with the provisions of Schedule A2; and
3.1.2 with a view to monitoring, and assisting with the aim of achieving, the Joint
Objectives set out in Recitals E(d) to (g) (inclusive).
Any dispute arising between the Parties in relation to this Agreement shall be resolved
in accordance with Schedule A2.
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5.1
52
5.3
5.4
5.5
Change Control
Save as expressly provided otherwise in any provision of this Agreement, this
Agreement may only be amended in accordance with the Change Control Procedure set
out in Schedule A3.
PART B: SERVICES
Development and documentation of HNG-X
Post Office shall develop the Requirements Baseline for the HNG-X Service
Infrastructure and the Business Capabilities and Support Facilities in accordance with
the process for such development set out in Schedule B6.1. Fujitsu Services shall
participate in that process in the manner described in that Schedule.
Fujitsu Services shall, subject to Clause 10.5, design and develop the HNG-X Service
Infrastructure (other than the Associated Changes) and the Business Capabilities and
Support Facilities:
5.2.1 to comply with the Requirements Baseline (as may be amended pursuant to
Schedule B6.1);
5.2.2 in accordance with the HNG-X Assumptions and the Solution Architecture; and
5.2.3 in accordance with the provisions of Schedule B6.2 (as supplemented by the
CCDs “Establishing and Assuring the HNG-X User _ Interface”
(REQ/GEN/PRD/0001) and “Postal Services Business and Operational Context”
(REQ/CUS/BRS/0001)),
and shall use reasonable endeavours to do so in compliance with the HNG-X
Programme Plan (as adjusted in accordance with the provisions of Schedule B6.2).
The Parties shall comply with their respective obligations set out in Schedule B6.3 in
relation to the acceptance of the HNG-X Service Infrastructure and the Business
Capabilities and Support Facilities.
As soon as reasonably practicable following HNG-X Final Acceptance, Schedules B3.2,
B3.3 and B3.4 and all other documents in the Solution Baseline Documentation Set
shall be amended under the Change Control Procedure, to the extent necessary, to be
consistent with the Solution Baseline (together with any rectification plans and
workarounds agreed pursuant to Schedule B6.3).
Until the date on which Schedules B3.2, B3.3 and B3.4 and all other documents in the
Solution Baseline Documentation Set are amended pursuant to Clause 5.4, Fujitsu
Services’ obligations under this Agreement in relation to the HNG-X System shall be
determined by reference to the Solution Baseline (and any subsequent changes to the
HNG-X System agreed pursuant to the Change Control Procedure) rather than those
Schedules and documents.
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5.6 Save where the reference to XP is to it as the existing operating system, until such time
as a CCN to introduce a replacement operating system for NT (as envisaged by
paragraph 1.4 of Schedule C3 and paragraph 15A.1 of Schedule D1) has been agreed
by the Parties, any references to “XP” in any of the Schedules, CCDs or CRDs, or to
“Microsoft”, as the provider of XP, shall be construed generically to mean a new
operating system intended to replace NT and the provider of that operating system
respectively.
6. Associated Changes
6.1 Fujitsu Services shall perform the Associated Change Activities in accordance with the
provisions of Schedule B5 and shall use reasonable endeavours to do so in compliance
with the HNG-X Programme Plan (as adjusted in accordance with the provisions of
Schedule B6.2).
6.2 Software developed by Fujitsu Services as a product of the Associated Change
Activities shall be subject to the acceptance process in accordance with the principles
set out in Schedule B6.3.
7. Migration and Implementation
Fujitsu Services shall implement the HNG-X Service Infrastructure and the Business
Capabilities and Support Facilities in accordance with the requirements of Schedule B5
and in compliance with the HNG-X Programme Plan (as adjusted in accordance with the
provisions in Schedule B6.2).
8. Performance of HNG-X Services prior to HNG-X Date and post HNG-X Date
8.1 Prior to the HNG-X Date in respect of each Branch, Fujitsu Services shall perform in
respect of that Branch each of the HNG-X Services (other than BCSF Services) over
the Infrastructure and using the Horizon Applications.
8.2 On and after the HNG-X Date in respect of each Branch, Fujitsu Services shall perform
in respect of that Branch each of the HNG-X Services as described in Schedule B3.1
over the Infrastructure.
8.3 Subject to Clauses 8.1 and 8.2 and save as expressly provided otherwise, the
provisions of this Agreement relating to the provision of Services shall apply both to
Services to be provided before the HNG-X Date and to Services to be provided after the
HNG-X Date.
9. Infrastructure prior to Trigger Point T5 and post Trigger Point T5
9.1 Until Trigger Point T5 (Data Centre Ready For HNG-X), the Infrastructure over which
the HNG-X Services shall be provided shall be the Horizon Service Infrastructure
described in Schedule B4.3.
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9.2
10.1
Following Trigger Point T5 (Data Centre Ready For HNG-X), the Infrastructure over
which the HNG-X Services shall be provided shall be the HNG-X Service Infrastructure
as described in Schedule B3.3 save to the extent of any variations applicable in
accordance with Part 1 of Annex 2 of Schedule B5 (Transitional Infrastructure) that
apply to Branches prior to their respective HNG-X Dates.
Performance of Services - General
Fujitsu Services shall:
10.1.1 perform the Development Services in accordance with Schedule B1.1;
10.1.2 perform the Transfer Services in accordance with Schedule E; and
10.1.3 throughout the term of this Agreement, comply with the provisions of Schedule
B2 (Business Continuity).
Subject to Clause 10.8, Fujitsu Services shall, throughout the term of this Agreement,
provide all HNG-X Services (except any terminated in accordance with Clause 47.10) in
accordance with the terms of this Agreement. Subject to Clause 10.3 and provided the
limit on the number of Counter Positions specified in Part 1 of Annex A to Schedule D1
is not exceeded, where an HNG-X Service is to be provided at a Counter Position, it
shall be capable of being provided at such Counter Position.
Where a network connection is required to deliver a Service and such network
connection is unavailable at a Horizon Counter Position (due to characteristics particular
to that Horizon Counter Position) Fujitsu Services shall not be obliged to deliver that
Service at that Horizon Counter Position.
Each Party shall perform each of its obligations set out in the Schedules to this
Agreement and those in the CCDs subject to and in accordance with the provisions of
this Agreement, the Schedules to this Agreement and the CCDs.
Post Office may, by giving Fujitsu Services not less than six months’ notice in writing,
cease to use a POL Service Type. Upon expiry of that notice, the POL Service Type
shall be disabled by Fujitsu Services. Where a notice is given under this Clause in
respect of a POL Service Type listed in Annex 1 to Schedule B3.2 whose development
has not been completed at the date of provision of such notice, all work being
undertaken in respect of such development shall cease as soon as reasonably
practicable following receipt of the notice and the Change Control Procedure shall be
used to agree any consequential changes to this Agreement including, without
limitation, the extent to which the Lower Target Price should be lowered to reflect cost
savings resulting from the cessation of such work and the impact on the Requirements
Baseline if such development is no longer to be completed.
The removal by Fujitsu Services of any application code and/or infrastructure relating to
a POL Service Type disabled in accordance with Clause 10.5 shall be dealt with under
the Work Ordering Procedure.
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10.7
10.8
124
12.2
Once a POL Service Type has ceased operation in accordance with Clause 10.5, such
POL Service Type may only be recommenced pursuant to the Change Control
Procedure set out in Schedule A3.
The PostShop Service provided by Fujitsu Services shall cease on 31 March 2010.
Post Office may, by giving Fujitsu Services not less than twelve months’ notice prior to
that date, request that the provision of the PostShop Service be extended for a period
specified by Post Office (ending no later than 31 March 2015) in which case:
10.8.1 Fujitsu Services shall use all reasonable endeavours to extend the relevant
supplier and/or Sub-contractor agreements for the period requested by Post
Office on the best terms reasonably available;
10.8.2 if Fujitsu Services is able to secure an extension from its suppliers and/or Sub-
contractors, the provisions of this Agreement dealing with the PostShop Service
(including, without limitation, the Charges) shall be amended under the Change
Control Procedure to reflect that extension and the terms agreed by Fujitsu
Services with its suppliers and/or Sub-contractors; and
10.8.3 Fujitsu Services shall provide information concerning the costs of such an
extension on an Open Book basis.
Subject to the limits set out in Part 1 of Annex A to Schedule D1 not being exceeded,
Fujitsu Services shall supply Post Office with the Old CTO Configurations and New CTO
Configurations and install such configurations at locations agreed with Post Office. New
CTO Configurations and the locations where installed shall be deemed to be Counter
Positions and Branches respectively for the purposes of the Operational Charges and
the limits set out in Part 1 of Annex Ato Schedule D1.
Fujitsu Services shall supply Post Office, on terms to be agreed between the Parties
under the Change Control Procedure, with such training systems and documents as
Post Office may reasonably require for the purposes of training Post Office employees
in the use of any Services provided under this Agreement.
Changes to Services
Subject to Clause 12.2, Fujitsu Services shall not introduce any product or service into
the Infrastructure, the PostShop Branch Infrastructure or the Services, nor make any
change to the Services or to the Infrastructure, without Post Office's prior written
consent.
Fujitsu Services may issue further Releases of Software in accordance with the CCD
entitled “Pathway Release Policy” (PA/STR/003) from time to time as necessary to
remedy defects in the provision of the Services or for the purpose of maintenance of the
Infrastructure, the Horizon Applications and the Business Capabilities and Support
Facilities.
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12.3
For the purposes of this Clause 12.3, the network connections (being ISDN, PSTN,
ADSL, GPRS or VSAT) to Branches procured by Fujitsu Services from a public carrier
that form part of the Infrastructure from time to time are referred to as the “Branch
Network Connections”. For any reason including, without limitation, in order to achieve
consolidation of Royal Mail Group telecommunication provision and/or to reduce overall
costs, Post Office shall be entitled, in accordance with the provisions of Clauses 12.3.1
to 12.3.9 (inclusive) to put in place an alternative arrangement to that set out in this
Agreement for the provision of any or all of the Branch Network Connections (an
“Alternative Network Arrangement"):
12.3.1
12.3.2
12.3.3
12.3.4
12.3.5
12.3.6
12.3.7
Post Office shall give Fujitsu Services reasonable advance notice of its intention
to put in place an Alternative Network Arrangement and shall engage with
Fujitsu Services in relation to the matters set out in this paragraph below;
subject to Clause 12.3.8, Post Office may appoint, or may agree with Fujitsu
Services to appoint, whether as a result of a tendering process or otherwise,
any reputable organisation as a supplier of any or all of the Branch Network
Connections (the “Branch Telecommunications Supplier’) in substitution for the
relevant public carrier used by Fujitsu Services under this Agreement;
the appointment by Post Office of the Branch Telecommunications Supplier
shall be in accordance with terms agreed by Post Office with the Branch
Telecommunications Supplier, taking into account (i) any notice periods
applicable for the termination of the contractual arrangements with the public
carrier then used by Fujitsu Services for the provision of the relevant Branch
Network Connections and (ii) the matters to be agreed with Fujitsu Services in
accordance with this Clause 12.3;
Fujitsu Services shall manage the Branch Telecommunications Supplier as part
of its provision of the Third Party Management Services;
the costs or charges to be paid to such Branch Telecommunications Supplier
and any termination charges due to be paid to the public carrier used by Fujitsu
Services shall be met by or on behalf of Post Office or otherwise reimbursed to
Fujitsu Services by Post Office (as applicable in the circumstances) when they
arise;
Fujitsu Services shall be paid a margin in relation to such costs or charges
(whether met by or on behalf of Post Office or reimbursed to Fujitsu Services),
calculated by multiplying such costs or charges by 5 divided by 95;
the costs and expenses of undertaking the procurement and appointment of the
Branch Telecommunications Supplier shall all be borne by Post Office and, to
the extent that Fujitsu Services is involved or provides assistance with such
procurement, all costs and expenses reasonably incurred by Fujitsu Services
shall be reimbursed to Fujitsu Services by Post Office;
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13.1
13.2
14.1
14.2
14.3
14.4
12.3.8 the Agreement shall be amended under the Change Control Procedure to give
effect (as between Post Office and Fujitsu Services) to the appointment of the
Branch Telecommunications Supplier by Post Office with the intention that
Fujitsu Services should be no worse off (i) financially and (ii) in relation to risk or
liability, under the revised Agreement than it is under the existing Agreement;
and
12.3.9 the matters to be addressed under the Change Control Procedure to give effect
to Clause 12.3.8 shall include, without limitation, amendments to the Third Party
Management Services in connection with Clause 12.3.4, transition to the
Alternative Network Arrangement, the charges for such transition (to be paid by
Post Office), project management, billing management, changes to central data
processing, security of the Alternative Network Arrangements and the impact of
the Alternative Network Arrangements on the HNG-X Services.
Documentation
Fujitsu Services shall provide to Post Office one electronic copy of the Listed
Documentation, Specially Written Documentation and Developed Documentation at no
additional charge.
Fujitsu Services shall maintain and keep up to date the Core Document Set.
Consumables
Post Office shall have the option of obtaining from Fujitsu Services all or any of the
Consumables in such quantities as may be reasonably required by Post Office by
giving Fujitsu Services not less than 30 days prior written notice thereof.
Fujitsu Services shall deliver or procure delivery of any Consumables to an authorised
representative of Post Office at times and locations to be mutually agreed between
Fujitsu Services and Post Office (such agreement not to be unreasonably withheld or
delayed).
Fujitsu Services shall maintain and make available a high level specification for each of
the Consumables. In the event that a high level specification is unavailable in relation to
a Consumable because it contains information confidential to the manufacturer, Fujitsu
Services shall maintain, and make available to Post Office, a list of approved products,
ordered by brand name where applicable.
Fujitsu Services warrants for use in Equipment installed in Branches:
14.4.1 the Consumables; and
14.4.2 any additional products contained in the list of approved products, by product
identity, which comply with the high level specification for each Consumable
which shall be maintained by Fujitsu Services.
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14.5
14.6
14.7
14.8
14.9
14.10
14.11
14.12
15.
15.1
Notwithstanding Clauses 14.3 and 14.4, but subject to Clause 14.6, nothing shall
prevent Post Office from using any product as alternatives to the Consumables in any
part of the Infrastructure.
Where Post Office uses any such product referred to in Clause 14.5 in the Infrastructure
which either fails to comply with the high level specification or is not contained in the list
of approved products referred to in Clause 14.3:
14.6.1 Fujitsu Services will be entitled to recover from Post Office and Post Office shall
pay any and all reasonable additional costs and expenses incurred by Fujitsu
Services if and to the extent Fujitsu Services can demonstrate to Post Office
(Post Office acting reasonably) that such costs and expenses have been
incurred as a result of Post Office’s use of such product; and
14.6.2 Fujitsu Services shall be relieved of any contractual remedies which Post Office
may have arising from a failure of any Equipment installed in Branches to the
extent that such failure is directly associated with Post Office’s use of such
product.
Consumables required to operate the PostShop Services in Branches do not fall within
the scope of this Clause 14 and Fujitsu Services is under no obligation to provide such
consumables.
Fujitsu Services shall use all reasonable endeavours to ensure that a supply of all the
Consumables can be secured throughout the term of this Agreement (or, in relation to
agreed Consumables, such shorter period as the Parties may agree).
In the event that a Consumable is unavailable before the expiry of this Agreement (or, in
relation to agreed Consumables, before the expiry of such shorter period as the Parties
may agree), Fujitsu Services shall, at its own expense, source an alternative acceptable
consumable.
In the event that a Consumable is unavailable and an alternative cannot be sourced,
Fujitsu Services shall not be relieved of its obligations to provide Services under the
terms of this Agreement.
The price of any Consumable, or alternative supplied under Clause 14.9, shall not
exceed the cost to Fujitsu Services of supplying such Consumable, or alternative
supplied under Clause 14.9, to Post Office.
The price charged pursuant to Clause 14.11 shall be subject to verification in
accordance with Clause 24.
PART C: QUALITY OF SERVICE
Service Standards
Fujitsu Services undertakes that:
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15.1.4
15.1.2
15.1.3
15.1.4
15.1.5
15.1.6
15.1.7
15.1.8
15.1.9
the Services, the HNG-X Development and the Associated Change
Development shall comply with, and be provided in accordance with, the
policies and standards specified in Schedule A4 and all components and
equipment used in the course of the provision of the Services shall operate in
accordance with their technical specifications;
neither the provision of the Services nor the operation of any testing and
monitoring instruments used in connection with the Services shall cause
electrical interference beyond the limits laid down in the relevant standard
specified in Schedule A4, save to the extent that any such interference is
caused by Rate Boards;
the Infrastructure, the PostShop Infrastructure, the Horizon Applications, the
Business Capabilities and the Support Facilities shall be provided in accordance
with and comply with all relevant applicable industry standards, as these
standards are listed in Schedule A4.
the Services, the HNG-X Development and the Associated Change
Development shall be supplied and rendered by appropriately experienced,
qualified and trained personnel with all due skill, care and diligence;
Fujitsu Services shall discharge its obligations under this Agreement with all due
skill, care and diligence including but not limited to good industry practice and
(without limiting the generality of this Clause 15) in accordance with the best of
its own established internal procedures;
the Services, the HNG-X Development and the Associated Change
Development shall be performed in compliance with all applicable laws,
enactments, orders, regulations, and other similar instruments;
the interfaces to all external systems connected to the Infrastructure and the
PostShop Infrastructure shall operate in accordance with the applicable
Application Interface Specification and Technical Interface Specification;
the Services shall be performed in such a way as to cause a minimum of
disruption to the business of Post Office and the End Users;
all components of the Infrastructure shall operate in accordance with their
respective specifications, except that, for the avoidance of doubt, it is agreed
that Post Office shall have no remedy for breach of this undertaking in relation
to errors or interruptions to Services which cause a failure of a Service Level
Target or an Additional Remedy Level; and
15.1.10 all Consumables shall be compatible with the Infrastructure.
15.2 Fujitsu Services warrants that in relation to the reliability, supportability, repair and/or
replacement of Existing Equipment:
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16.1
16.2
16.3
15.2.1 Fujitsu Services has made all factual enquiries that it ought reasonably to have
made, including taking into consideration the Transaction volumes set out in the
CCD entitled "Horizon Capacity Management and Business Volumes"
(PA/PER/033) and the effect of the Business Capabilities and Support Facilities
on the use and expected use of the Existing Equipment, as known to Fujitsu
Services at the Amendment Date; and
15.2.2 a fair and accurate summary of, or extracts from, all information relevant to the
reliability, supportability, repair and/or replacement of Existing Equipment
obtained by Fujitsu Services pursuant to such enquiries, together with the
related analysis by Fujitsu Services based upon the factual enquiries referred to
in Clause 15.2.1, have been fairly disclosed to Post Office.
Security
Fujitsu Services shall deliver and continue to provide a secure system in respect of all
transactions which, as far as this Agreement requires, eliminates the potential for any
fraud or unauthorised disclosure of data and provides detection procedures and
significant barriers to attacks from internal conspiracy and collusion to defraud Post
Office.
Fujitsu Services shall use all reasonable endeavours to maintain the security of the
Services, the HNG-X Development and the Associated Change Development and shall
comply with the security requirements set out in Schedule A4.
Fujitsu Services shall offer all reasonable assistance to Post Office in preventing
fraudulent use of the Services, the HNG-X Development, the Associated Change
Development, the Horizon Service Infrastructure and the PostShop Infrastructure by
Post Office's employees and Agents.
In the event that the provisions of this Clause 16 or any other provisions of this
Agreement in relation to:
16.4.1. the elimination of the potential for any fraud or unauthorised disclosure of data;
or
16.4.2 provision of significant barriers to attacks from internal conspiracy and collusion
to defraud Post Office; or
16.4.3 prevention of corruption or loss of data; or
16.4.4 the security, accuracy, completeness, authenticity, validity or integrity of any
data,
conflict or are inconsistent with the provisions of the CCD entitled "Security Constraints"
(ARC/SEC/ARC/0001), the provisions of that CCD shall prevail.
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16.5 Notwithstanding any other provision in this Agreement to the contrary, Fujitsu Services
shall not be responsible for:
16.5.1 the accuracy, completeness, validity or integrity of any data (including, without
limitation, any Personal Data):
(a) provided by or on behalf of Post Office for loading onto the POL FS
System;
(b) produced by the Infrastructure and held on the POL FS System; or
(c) contained in any Transaction Correction Record delivered by Fujitsu
Services to any Branch,
(together “POL FS Data”);
16.5.2 extracting POL FS Data from the POL FS System or dealing with subject
information requests under the Data Protection Act 1998 in relation to POL FS
Data; or
16.5.3 manipulating or processing any POL FS Data,
save to the extent that:
16.5.4 Fujitsu Services provides and is responsible for the platforms on which POL FS
Data is held as part of the POL FS Services such responsibilities including,
without limitation, application of access controls; and
16.5.5 additionally in the case of Clause 16.5.1, the accuracy, completeness, validity
and integrity of POL FS Data is adversely affected by the POL FS System itself.
16.6 Notwithstanding any other provision in this Agreement to the contrary, Fujitsu Services
shall not be responsible for:
16.6.1 the accuracy, completeness, validity or integrity of any data (including), without
limitation, any Personal Data):
16.6.1.1 provided by or on behalf of Post Office for loading onto the POL MI
System; or
16.6.1.2 produced by the Infrastructure and held on the POL MI System,
(together “POL MI Data”);
16.6.2 extracting POL MI Data from the POL MI System or dealing with subject
information requests under the Data Protection Act 1998 in relation to POL
MI Data; or
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18.1
18.4
16.6.3 manipulating or processing any POL MI Data,
save to the extent that:
16.6.4 Fujitsu Services provides and is responsible for the platforms on which POL
MI Data is held as part of the POL MI Services such responsibilities
including, without limitation, application of access controls; and
16.6.5 Additionally in the case of 16.6.1, the accuracy, completeness, validity and
integrity of POL MI Data is adversely affected by the POL MI System itself.
Service Levels
The HNG-X Services provided by Fujitsu Services pursuant to this Agreement shall be
provided so as to achieve the Service Levels referred to in Schedule C1.
Service Level Remedies
In the event that the Services fail to meet the Service Levels set out or referred to in
Schedules C1 or B4.4, Fujitsu Services shall pay Post Office liquidated damages (such
payment to be in the form of credit notes unless Post Office directs otherwise)
calculated or determined in accordance with Schedule C1 or Schedule B4.4 (as
applicable) and paid pursuant to Schedule D2.
Fujitsu Services shall pay Post Office the liquidated damages referred to in Clause 18.1
within 30 days of the date on which Fujitsu Services is due to deliver the Service
Management Report for the period to which the liquidated damages relate and Post
Office Additional Costs within 30 days of the Parties agreeing the amount of the same.
The Parties acknowledge that the liquidated damages referred to in this Clause are a
reasonable and genuine pre-estimate of the loss likely to be suffered by Post Office.
Without prejudice to Clause 47.2, paragraph 7 of Schedule C1 and paragraph 7 of
Schedule B4.4:
18.4.1 liquidated damages and/or any other amounts specified in this Agreement
payable by Fujitsu Services in respect of any LDT failure (save to the extent that
LDT failure is also an ARL failure in which case and to such extent Clause
18.4.2 shall apply), whether that LDT failure occurs at, above or below the
corresponding SLT, shall be Post Office’s exclusive remedy in respect of any
failure of that LDT and/or SLT; and
18.4.2 Post Office Additional Costs, liquidated damages and/or any other amounts
specified in this Agreement payable by Fujitsu Services in respect of any ARL
failure shall be Post Office’s exclusive remedy in respect of that failure.
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20.
21.
21.1
21.2
21.3
22.
22.1
22.2
Health and Safety Hazards
Fujitsu Services shall notify Post Office of any health and safety hazards in relation to
Post Office Premises owned by or leased to Post Office which may arise in connection
with Fujitsu Services’ performance of this Agreement.
Post Office shall notify Fujitsu Services of any known health and safety hazards which
may exist or arise at the Post Office Premises owned by or leased to Post Office and
which may affect Fujitsu Services. Fujitsu Services shall draw these hazards to the
attention of its employees and sub-contractors or any persons engaged by Fujitsu
Services in the performance of this Agreement at such Post Office Premises.
Fujitsu Services shall inform all persons engaged in the performance of this Agreement
at the Post Office Premises owned by or leased to Post Office of all such hazards and
shall instruct such persons in connection with any necessary associated safety
measures.
Poli
ies and Standards
Each of the Parties shall comply with the obligations imposed on it by Schedule A4.
PART D: REWARD
Charges
Post Office shall pay to Fujitsu Services the Charges set out in Schedules D1, D7 and
D8 and any other charges provided for in this Agreement or agreed under a Work Order.
Post Office shall pay to Fujitsu Services the charges for the supply of any Consumables
purchased by Post Office in accordance with Clause 14.
Except as otherwise expressly agreed in this Agreement, or as generally provided for
under the Change Control Procedure or in Work Orders, no other amounts shall be
payable by Post Office to Fujitsu Services in consideration of the Services to be
provided by Fujitsu Services under this Agreement.
Payment
Payment of Charges shall be made in accordance with the terms set out in Schedule
D2.
In the event that Fujitsu Services, in accordance with the terms of this Agreement,
enters into a supply contract or a sub-contract in connection with this Agreement, Fujitsu
Services shall ensure that a term is included in the supply contract or sub-contract
which requires Fujitsu Services to pay all sums due thereunder to the relevant supplier
or sub-contractor within a specified period, not to exceed 30 days, from the date of
receipt of a valid invoice as defined by the terms of the supply contract or sub-contract
(as appropriate).
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23.
24,
25.
25.2
25.3
25.4
25.5
25.6
25.7
Gain Share
The provisions of Schedule D3 shall apply.
Open Book
The provisions of Schedule D4 shall apply.
Audit
Fujitsu Services shall keep or cause to be kept the Records.
Fujitsu Services shall grant or procure the grant to Post Office, any statutory or
regulatory auditors of Post Office and their respective authorised agents the right of
reasonable access to the Records and shall provide all reasonable assistance at all
times for six years after the creation of the relevant Records for the purposes of carrying
out an audit of Fujitsu Services' compliance with this Agreement including all activities,
Charges, performance, security and integrity in connection therewith. Each Party shall
bear its own expenses incurred pursuant to this Clause. On termination, Fujitsu
Services shall within a reasonable time to be agreed by the Parties, transfer the
Records to Post Office or a Next Supplier, as instructed by Post Office. Following
settlement of all Charges due and payable under this Agreement, Fujitsu Services shall
be released from any further liabilities under this Clause 25 in relation to such Records.
Without prejudice to the foregoing, in the event of an investigation into suspected
fraudulent activity or other impropriety by Fujitsu Services or any third party, Post Office
reserves for itself, any statutory or regulatory auditors of Post Office and their respective
authorised agents the right of immediate access to the Records described in
Clauses 25.1 and 25.2 and Fujitsu Services agrees to render all necessary assistance
to the conduct of such investigation at all times during the currency of this Agreement or
at any time thereafter. To the extent any fraudulent activity or impropriety is found to be
attributable to Post Office as a result of that investigation, Post Office shall take all
reasonable measures to prevent recurrence of its acts or omissions that resulted in
such fraudulent activity or impropriety.
Fujitsu Services shall provide Post Office at no additional cost with copies of the annual
and interim audited accounts of Fujitsu Services and its approved subcontractors within
14 days of such accounts having been lodged at Companies House or the relevant local
equivalent to Companies House.
The Parties shall comply with the provisions of Schedule D5.
All information obtained by Post Office or Post Office's Agents pursuant to this
Clause 25 and Schedule D5 shall be treated as Confidential Information.
Notwithstanding the provisions of this Clause 25 and anything else to the contrary in this
Agreement, all access to the audit trail of Transactions held by Fujitsu Services in
respect of Transaction data created on or after the date of commencement of NB Pilot
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26.
26.1
26.2
26.3
26.4
(Soft Launch) shall be conducted as Audit Record Queries and shall be subject to the
limits and Service Level Targets set out in the information retrieval and audit
sections of the following CCDs, as applicable in accordance with the provisions of
Schedule B3.1: “Service Description for the Security Management Service”
(CS/SER/016) and “Security Management Service: Service Description"
(SVM/SDM/SD/0017).
PART E: OWNERSHIP OF ASSETS AND INTELLECTUAL PROPERTY RIGHTS
Ownership of Assets
Infrastructure
26.1.1 Subject to Clause 26.1.2, 26.2 and 48.1, ownership of the Infrastructure shall
vest in Fujitsu Services, save to the extent the Parties agree otherwise in
writing.
26.1.2 Title in each Paypole shall pass from Fujitsu Services to Post Office when
Fujitsu Services receives all payments due in respect of each Paypole.
Branch Hardware
Unless the Parties agree otherwise, ownership of Branch Hardware shall vest in the
Party that procures that hardware until such time as that hardware has been installed at
the Branch and accepted by Fujitsu Services as part of the Infrastructure at which time
such title shall transfer to Fujitsu Services.
PostShops
26.3.1 Ownership in each component of the PostShop Branch Infrastructure (including,
without limitation, physical ownership of the copies of the Software comprised
within that infrastructure as licensed in accordance with this Agreement) shall
vest in the Post Office on Fujitsu Services’ receipt of payment for the respective
component.
26.3.2 Subject to Clause 48.1, ownership in the PostShop Infrastructure (excluding the
PostShop Branch Infrastructure) shall remain vested in Fujitsu Services and/or
its suppliers.
Consumables
Ownership of any Consumables supplied hereunder shall vest in Post Office following
delivery thereof in accordance with Clause 14.2 and the acceptance of the
Consumables by Post Office's designated delivery point in accordance with paragraph
6.5 of Schedule D2.
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26.5
26.6
27.
Post Office Data
Fujitsu Services acknowledges that the Post Office Data is the property of Post Office
and Post Office hereby reserves all Intellectual Property Rights which may subsist in the
Post Office Data.
No Lien
Neither Fujitsu Services nor any sub-contractor, nor any other person, shall have a lien
on any item owned by or leased to Post Office for any sum due to Fujitsu Services, sub-
contractor or other person, and Fujitsu Services shall take all reasonable steps to
ensure that the title of Post Office and the exclusion of any such lien are brought to the
notice of all sub-contractors and other persons dealing with such items.
Intellectual Property Rights
The ownership and, where applicable, licensing of the following Intellectual Property
Rights and the Intellectual Property Rights in the following categories of documentation,
software or other things are set out in Clauses 28 (IPRs owned by Fujitsu Services), 29
(IPRs owned by Post Office), 30 (IPRs licensed by Fujitsu Services or a third party to
Post Office) and 31 (IPRs licensed by Post Office or a third party to Fujitsu Services):
27.1.1 Listed Documentation;
27.1.2 Fujitsu Services Software;
27.1.3 Specially Written Software;
27.1.4 Specially Written Documentation;
27.1.5 Developed Documentation;
27.1.6 Horizon Design Documentation;
27.1.7 Horizon Materials;
27.1.8 Internal Code;
27.1.9 Horizon Third Party Software;
27.1.10 Third Party Items;
27.1.11 Post Office Foreground IPR;
27.1.12 Licensed IPR;
27.1.13 Fujitsu Background IPR;
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27.1.14 Post Office Background Materials; and
27.1.15 Deposited Software.
General
27.2
27.3
27.4
27.5
27.6
27.7
CLAUS!
Except as explicitly stated herein, nothing in this Agreement shall transfer ownership of
or grant licences (including rights under patents) of any pre-existing or independently
developed Intellectual Property Rights of either Party.
Where Post Office Foreground IPR or Licensed IPR subsists in software within Fujitsu
Services or its Sub-contractors’ possession or control, Fujitsu Services shall, at the
request of Post Office, provide Post Office with one up-to-date copy (and other copies
as may reasonably be requested) of that software (in both Source Code and object code
formats) and all related engineering, design and test data, configuration files and
programming notes.
In the event that Fujitsu Services, a member of the Fujitsu Services Group or its HNG-X
Sub-contractor, transfers or assigns any Licensed IPR or Fujitsu Background IPR used
for the purposes of performing the Services to any third party, Fujitsu Services shall
ensure that such assignment or transfer is subject to the licences granted hereunder
and shall notify Post Office of such transfer or assignment as soon as reasonably
practicable.
Each Party undertakes (at no additional charge) to do all such things and execute all
such documents as may be reasonably required to give full effect to any assignment or
licence made or granted hereunder of, in the case of Fujitsu Services, Post Office
Foreground IPR, Licensed IPR or Fujitsu Background IPR and, in the case of Post
Office, Intellectual Property Rights in Post Office Background Materials.
Fujitsu Services warrants and represents that:
27.6.1 Fujitsu Services has full capacity and authority to grant the licences granted by
it under Clauses 30, 48.8, 48.9 and 48.10; and
27.6.2 Post Office's use of the Infrastructure, PostShop Infrastructure, Horizon
Applications, the Business Capabilities and Support Facilities, and the receipt of
the Services in accordance with the provisions of this Agreement shall not
infringe any Intellectual Property Rights of any third party (other than any
infringement that is subject to any indemnity given by Post Office pursuant to
Clause 34.3); and
Post Office warrants and represents that Post Office has full capacity and authority to
grant the licences granted by it under Clause 31.
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28. Intellectual Property Rights owned by Fujitsu Services
28.1 Subject to express agreement to the contrary in any Work Order or CCN and subject
also to the licences contained in this Agreement:
28.1.1 the Intellectual Property Rights in Fujitsu Developed Documentation, Fujitsu
Services Software, Internal Design Documentation, Listed Documentation and
Internal Code;
28.1.2 the Intellectual Property Rights in all other Horizon Materials (other than
Specially Written Software, Specially Written Documentation and Post Office
Developed Documentation);
28.1.3 Fujitsu Background IPR; and
28.1.4 Licensed IPR,
shall, as between Post Office and Fujitsu Services, be vested on creation in Fujitsu
Services, Fujitsu Services’ licensors, HNG-X Sub-contractors or a member of the Fujitsu
Services Group.
29. Intellectual Property Rights owned by Post Office
29.1 Subject to express agreement to the contrary in any Work Order or CCN and subject
also to the licences contained in this Agreement the Intellectual Property Rights in:
29.1.1 Post Office Developed Documentation;
29.1.2 Specially Written Software; and
29.1.3 Specially Written Documentation,
shall be vested in Post Office upon acceptance of the Post Office Developed
Documentation, Specially Written Software or Specially Written Documentation (as
applicable).
29.2 — Fujitsu Services hereby:
29.2.1 assigns all future copyright and database rights subsisting in; and
29.2.2 agrees to assign (and, in relation to any Post Office Developed Documentation,
Specially Written Software or Specially Written Documentation created by
another member of the Fujitsu Services Group or Sub-contractor, procure the
assignment of) all other Intellectual Property Rights subsisting in,
Post Office Developed Documentation, Specially Written Software and Specially Written
Documentation absolutely to Post Office for the full term during which the rights in such
Intellectual Property Rights and any renewals and extensions shall subsist.
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29.3
29.4
29.5
Any Intellectual Property Rights created by a Fujitsu Services SIP Team Member, solely
or jointly with any other person in relation to the business or activities of Post Office or
any member of the Royal Mail Group arising out of or in connection with, and during,
their engagement as a member of the SIP Team and in the course of fulfilling their
agreed role within the SIP, shall become the sole property of Post Office (or a member
of the Royal Mail Group, as applicable) and Fujitsu Services shall procure that the
Fujitsu Services SIP Team Member agrees that he has no right to compensation in
respect of such Intellectual Property Rights. Fujitsu Services shall procure that the
Fujitsu Services SIP Team Member shall execute all such documents and do all such
things reasonably required to enable Post Office or any member of the Royal Mail
Group (as the case may be) to obtain registration or other protection in respect of such
Intellectual Property Rights or (if necessary) to vest ownership of such Intellectual
Property Rights in Post Office or any member of the Royal Mail Group.
All Intellectual Property Rights created by Fujitsu Services, any member of the Fujitsu
Services Group or any HNG-X Sub-contractor (or, in relation to any work referred to in
Clause 29.4.2, any Sub-contractor of Fujitsu Services who carries out that work) in
relation to:
29.4.1 all applications and other software developed for Project HNG-X to fulfil the
Functional Requirements, System Capacity and Performance Requirements,
User Interface Requirements, Training Requirements, Design and Architecture
Requirements and Security Requirements (each as referred to in paragraph 4.1
of Schedule B6.1 as such may be developed or modified from time to time),
together with the databases and any background documents and materials
associated with or relating to such applications and software and, in each case,
all subsequent developments and modifications thereto during the term of this
Agreement;
29.4.2 all software, together with any databases, background documents and materials
associated with or relating to such software (in each case, including all
subsequent developments and modifications thereto), which are created to meet
agreed requirements or specifications under a Work Order or CCN entered into
after the Project HNG-X Commencement Date; and
29.4.3. such other software, documents or materials developed for Project HNG-X or
any other work as the Parties may agree in writing from time to time.
(together, "Post Office Foreground IPR") shall vest in Post Office.
Fujitsu Services hereby:
29.5.1 assigns all future copyright and database rights comprised in the Post Office
Foreground IPR; and
29.5.2 agrees to assign (and, in relation to any Post Office Foreground IPR created by
another member of the Fujitsu Services Group or an HNG-X Sub-contractor,
procure the assignment of) all other Post Office Foreground IPR,
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29.6
29.7
30.
30.2
absolutely to Post Office for the full term during which the rights and any renewals or
extensions shall subsist.
Fujitsu Services shall procure that its employees, sub-contractors and sub-contractors’
employees shall waive absolutely and irrevocably in favour of Post Office their moral
rights in Post Office Developed Documentation, Specially Written Software, Specially
Written Documentation and/or Post Office Foreground IPR granted under the Copyright
Designs and Patents Act 1988 or equivalent or analogous rights under laws of other
jurisdictions in relation to such property.
Without prejudice to Clause 26.6 and the generality of Clause 27.2, Fujitsu Services
acknowledges and agrees that Post Office or its licensors shall own all Intellectual
Property Rights in Post Office Background Materials.
Licences granted by Fujitsu Services or a Third Party to Post Office
In consideration of the payment of the relevant Charges, Fujitsu Services hereby grants
to Post Office or shall procure that Post Office is granted in respect of each category of
IPR, documentation and software listed in Table 1 in Clause 30.3 a licence which has
the characteristics, affords the rights and is subject to the restrictions designated with
ticks in Table 1 in respect of that category (as such may be supplemented by the rights
set out in Clauses 30.14 and 30.18). In addition, Clauses 48.7 to 48.13 shall apply in
the event that a Terminable Service is terminated pursuant to Clause 47.10.1 or 47.10.2
or this Agreement expires or is terminated as provided herein (other than by Fujitsu
Services pursuant to Clause 47.4).
For the purposes of Table 1:
30.2.1 “terminable by FS" means Fujitsu Services may at any time, notwithstanding
any provision herein describing the licence as irrevocable, by notice in writing
terminate the licence in question if Post Office is in Default of such licence and
Post Office shall fail to remedy such Default within 30 days of written notice to
Post Office specifying the Default and requiring its remedy, provided that if the
Default in question is caused by an Agent, such licence shall only be terminated
in relation to Use by such Agent. Upon termination of the relevant licence to
Post Office, Post Office shall cease to use the software or document which is
the subject matter of such licence and shall either return or destroy all copies of
such software and documentation, as directed by Fujitsu Services;
30.2.2 "FS Limitation One" means the rights granted under the licence in question may
be exercised solely for the purposes of receiving the Services;
30.2.3 "FS Limitation Two" means the right to use granted under the licence in
question may be exercised solely in connection with the Hardware of which the
software forms an integral part;
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30.2.4
30.2.5
30.2.6
30.2.7
30.2.8
30.2.9
"FS Limitation Three" means the licence in question shall be granted or
procured by Fujitsu Services solely to the extent necessary for Post Office to
receive:
(a) the HNG-X Services over the HNG-X Service Infrastructure; or
(b) the benefit of its other rights under this Agreement;
"during the term" means the licence in question is granted during the term of
this Agreement only;
"Third Party Use" means:
(a) in the case of Internal Code, Fujitsu Services shall use all reasonable
endeavours to enable a third party engaged by Post Office to use, and
(b) in the case of Fujitsu Services Software, Post Office shall be entitled to
engage a third party to Use,
the software or documentation which is the subject of the licence, subject to and
in accordance with this Agreement on behalf of Post Office provided that such
third party shall have entered into an appropriate Agreed Form NDA;
“Archival Copies" means Post Office shall be entitled to copy the software which
is the subject of the licence in order to create as many archival or back-up
copies of the same as are necessary. When copying such software, Post Office
shall include the original machine readable copyright notice, and a label affixed
to the media identifying the software and stating: "This medium contains an
authorised copy of copyrighted software which is the property of [Fujitsu
Services] [the Third Party Software Owner]";
"Transferable" means the licence in question shall be fully transferable and fully
sub-licensable; and
“Any Purpose" means the licence in question is for any purpose whatsoever.
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30.3 Table 1: Licences Granted by Fujitsu Services to Post Office
IPR, software or document Licence characteristics, rights and restrictions
category
3
ao °
n =
ge} I& ° o/e II 8/8
2 3 3 §/5I5I2/3I2I 38
=I 2/2) 2Ie@]38I,I 8 = Ie /sI2)/6/8 2
§)=\/3) 2) 2) 2/2) 2 2) I2)8\sIs/§
Z2loa e z >I a} x BI Sle = e/a); S$] 2) 5
Re 2 Ie a SI 9/8I8I8I oe) 4 3 SiolzI ela
§/5I2/§I3/)8)8/s/3/318)Elelelelzlelelz
8/3) £/8I5/ 2) 3s) 2/e/e)/eI/e/f2)/2@ I fle) e/eFle
Listed Documentation v viv v viv vivilyv
Fujitsu Services Software v v v v v v viv
Fujitsu Developed v v v v v
Documentation
Internal Code v viv v viv v viv
Licensed IPR v v viv v viv
Fujitsu Background IPR viv v viv v
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30.4
30.5
30.6
If and to the extent that any Fujitsu Services Software, Listed Documentation or Fujitsu
Developed Documentation necessary for Post Office to receive the HNG-X Services
over the HNG-X Service Infrastructure is included in the licence granted to Post Office
pursuant to this Clause 30 of Fujitsu Background IPR, then no other licence under this
Clause 30 in respect of that Fujitsu Services Software, Listed Documentation or Fujitsu
Developed Documentation shall apply for Post Office to receive the HNG-X Services
over the HNG-X Service Infrastructure.
IPR owned by Third Parties
Post Office acknowledges and agrees that all Intellectual Property Rights in Horizon
Third Party Software and Third Party Items (excluding Intellectual Property Rights in
Third Party Items required to be assigned to Post Office pursuant to Clause 29) shall
remain vested in the relevant third party proprietor of those rights.
In consideration of the payment of the relevant Charges:
30.6.1 subject to Clauses 30.11 and 30.12, Fujitsu Services hereby grants or shall
grant, as the case may be, to Post Office a perpetual (subject to Clause 30.6.3),
royalty-free, irrevocable and non-exclusive sub-licence:
(a) to Use Horizon Third Party Software and HNG-X Third Party Software;
and
(b) to use Third Party Items (other than HNG-X Third Party Software);
in each case where Fujitsu Services has procured the rights to grant such sub-
licences; or
30.6.2 subject to Clause 30.11, if Fujitsu Services is unable to procure the right to grant
the sub-licence referred to in Clause 30.6.1, having used all reasonable
endeavours to procure such right, Fujitsu Services shall procure that the
relevant third party grants to Post Office a royalty-free and non-exclusive
licence:
(a) to Use Horizon Third Party Software and HNG-X Third Party Software;
and
(b) to use Third Party Items (other than HNG-X Third Party Software),
and shall use all reasonable endeavours to ensure that such licence is perpetual
(subject to Clause 30.6.3) and irrevocable.
30.6.3 Each of the sub-licences and/or licences granted or procured pursuant to this
Clause 30.6 in respect of Horizon Third Party Software shall terminate upon the
later of:
(a) the occurrence of Trigger Point T6 (Counter Application Rollout
Complete); and
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30.7
30.8
30.9
30.10
(b) the date when the Horizon Third Party Software is no longer used in the
provision or receipt of the Existing Services in accordance with this
Agreement or, in the case only of “Windows NT Workstation” (identified
as Horizon Third Party Software in Schedule B4.1), the date when that
software is no longer used in the provision or receipt of the HNG-X
Services in accordance with this Agreement.
Each of Post Office's sub-licences and licences under Clauses 30.6.1 and 30.6.2
respectively shall be subject to any additional terms and conditions imposed by the
licensor, provided that any terms of any such sub-licence or licence shall not detract
from the rights granted to Post Office hereunder. Without prejudice to the generality of
the foregoing, Post Office accepts the licence terms relating to the Escher Upgrade
Software set out in Schedule B4.1 and that such terms satisfy the requirements of this
Clause 30.7.
Fujitsu Services shall use all reasonable endeavours to enable a third party engaged by
Post Office to use Horizon Third Party Software subject to and in accordance with this
Agreement on behalf of Post Office provided that such third party shall have entered
into an appropriate Agreed Form NDA.
Post Office shall be entitled to copy Horizon Third Party Software and HNG-X Third
Party Software in order to create as many archival or back-up copies of the same as are
necessary. When copying such software, Post Office shall include the original machine
readable copyright notice, and a label affixed to the media identifying the software and
stating: "This medium contains an authorised copy of copyrighted software which is the
property of [the Third Party Software Owner]."
In respect of any Non-standard Third Party Material to be (i) included in or used as part
of the HNG-X Service Infrastructure or the Business Capabilities and Support Facilities,
or (ii) used to provide or receive the HNG-X Services over the HNG-X Service
Infrastructure, Fujitsu Services shall procure such rights for Post Office to use those
materials as are set out in Clause 48.8, such rights only to be granted in accordance
with the provisions of Clause 48.8 (in each case as if references to Fujitsu Background
IPR were to the IPR in the Non-standard Third Party Material). Without prejudice to Post
Office’s rights and remedies under this Agreement, in the event that Fujitsu Services
cannot procure such rights, it shall not procure the development or make use of that
Non-standard Third Party Material in connection with this Agreement without the prior
written consent of Post Office and shall, at Post Office's request and at no additional
charge to Post Office:
30.10.1 provide Post Office with such information as it may reasonably request in order
to understand and assess the reasons for, and the benefits of, the use of that
Non-standard Third Party Material (including, without limitation, identifying any
alternative software or materials which possess substantially equivalent
functionality, performance and interoperability to that of the Non-standard Third
Party Material and in relation to which the above rights can be obtained with
minimum additional costs or restrictions); and
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30.11
30.12
30.13
30.14
30.10.2 either jointly approach the third party supplier with Post Office or provide
reasonable assistance to Post Office in its negotiations with such third party, in
each case with a view to obtaining the above rights.
Post Office acknowledges and agrees that Fujitsu Services may be unable and, if so,
shall not be obliged to fulfil its obligations pursuant to Clauses 30.6.1, 30.6.2 or 30.17
(as the case may be) in respect of an item of Horizon Third Party Software or a Third
Party Item in the event that an act or omission of Post Office gives rise to a right for the
proprietor of the relevant item of Horizon Third Party Software or Third Party Item to:
30.11.1 terminate its licence to Fujitsu Services of the relevant item of Horizon Third
Party Software or Third Party Item;
30.11.2 terminate its licence to Post Office of the relevant Horizon Third Party Software
or Third Party Item; or
30.11.3 require Fujitsu Services to terminate its sub-licence to Post Office of the
relevant Horizon Third Party Software or Third Party Item.
In the event that Post Office is in breach of a sub-licence of an item of Horizon Third
Party Software or a Third Party Item granted pursuant to Clause 30.6.1 and Fujitsu
Services reasonably believes that Post Office’s breach will result in the termination of
Fujitsu Services’ right to use such Third Party Item:
30.12.1 Fujitsu Services shall give Post Office notice in writing specifying the breach
and requiring Post Office to remedy that breach within 30 days of receipt of
such notice; and
30.12.2 if Post Office fails to remedy the breach within 30 days of receipt of such notice,
Fujitsu Services may by notice in writing terminate the relevant sub-licence.
In the event that a sub-licence is terminated pursuant to Clauses 30.11 or 30.12.2,
Fujitsu Services shall not be liable for any failure or delay in providing any Service to the
extent that the failure or delay is caused by the cessation of Post Office's right to use
the material or thing the subject of that sub-licence, provided that Fujitsu Services has
used its reasonable endeavours to continue providing the affected Service or Services
to the extent possible and to mitigate the impact of the failure or delay. Fujitsu Services
shall provide such assistance as Post Office may reasonably require in order for Post
Office to assess, and procure the necessary rights to use, suitable replacement
materials to those the subject of the terminated licence.
Subject to any necessary consents (which Fujitsu Services shall use all reasonable
endeavours to obtain) in relation to Horizon Third Party Software, HNG-X Third Party
Software or other materials or things in which the Intellectual Property Rights are owned
by a third party, any licence or sub-licence granted by Fujitsu Services to Post Office
hereunder:
30.14.1 shall be transferable in accordance with the provisions of Clause 58.3; and
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30.14.2 is hereby granted to and are fully exercisable by members of the Royal Mail
Group, End Users and, in respect of HNG-X Third Party Software only,
individuals under contract to the Post Office fulfilling a role ordinarily performed
by employees of the Post Office.
30.15 Use of Internal Design Documentation _and__Specially Commissioned Design
Documentation
30.15.1 Subject to Clause 30.15.2, Post Office and a third party engaged by Post Office shall be
entitled to have access to and use Horizon Design Documentation where reasonably
required by Post Office for a Design Purpose.
30.15.2 Post Office agrees:
(a) that (irrespective of ownership of the Intellectual Property Rights in Developed
Documentation) it will not use or permit to be used any Horizon Design
Documentation for any purpose other than a Design Purpose;
(b) not to disclose Horizon Design Documentation to any third party save where
such disclosure is required for a Design Purpose and the third party to whom it
is disclosed has (1) entered into such confidentiality commitments as Fujitsu
Services may reasonably request (written confirmation of which shall be
provided by Post Office to Fujitsu Services prior to release of such
documentation), and (2) delivered a written undertaking to Fujitsu Services that
it will use such Horizon Design Documentation solely for the Design Purposes;
and
(c) access to and use of any Horizon Design Documentation in accordance with
this Clause 30.15.2 shall not serve to transfer any Intellectual Property Rights in
the documentation or information contained therein to the Post Office or any
third party.
30.15.3 For the purposes of determining ownership of, and any licences granted in respect of,
Intellectual Property Rights in any Specially Commissioned Design Documentation,
such documentation shall be deemed to fall within the definition of Developed
Documentation or Specially Written Documentation, whichever is applicable. Licences
granted by Fujitsu Services under Clause 30.1 in respect such Specially Commissioned
Design Documentation that is deemed to be Fujitsu Developed Documentation shall be
subject to the additional restrictions imposed by Clause 30.15.2.
Deposited Software
30.16 Fujitsu Services shall place the Source Code of the Deposited Software in escrow with
the NCC on the basis of the appropriate standard agreement or on such other terms as
Post Office, Fujitsu Services, the third party licensor (if applicable) and the NCC shall
agree (each such agreement, a "Source Code Escrow Agreement") (such terms, unless.
the parties agree and record otherwise in their Source Code Escrow Agreement, to be
consistent with Post Office’s rights under Clauses 48.7 to 48.13.
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30.17 Without prejudice to the generality of Clauses 48.7 to 48.13, Fujitsu Services hereby
grants to Post Office a perpetual, royalty-free and non-exclusive licence (which shall
(subject to Clause 30.11) be irrevocable) to Use, reproduce, modify, adapt and enhance
(and to authorise a third party to Use, reproduce, modify, adapt and enhance) the
Source Code version of the Deposited Software. However, the foregoing licence shall
only become effective if Post Office becomes entitled to obtain access to the Source
Code version of the Deposited Software pursuant to the Source Code Escrow
Agreement referred to in Clause 30.16 and the licence shall be subject to any
restrictions contained herein in respect of the object code version of the Deposited
Software.
30.18 Miscellaneous Licence Provisions
30.18.1 On the sale or transfer of an item of Hardware of which Internal Code is an integral part,
the licence to use such Internal Code in combination with the said item of Hardware
shall pass to the purchaser or other transferee of the said item of Hardware. Post Office
shall take all reasonable steps to ensure that the purchaser or transferee of the said
item of Hardware agrees to comply with the licence to use the Internal Code that was
previously enjoyed by Post Office.
30.18.2The licence to use Listed Documentation granted under this Clause 30 does not
31.
31.2
authorise any use or disclosure of the Listed Documentation in question which would
constitute a breach of the obligations of confidentiality contained in Clause 61 or any
other obligations of confidentiality which have been accepted by Post Office.
Licences granted by Post Office or a third party to Fujitsu Services
Post Office hereby grants to Fujitsu Services or shall procure that Fujitsu Services is
granted in respect of each category of IPR, documentation and software listed in Table 2
in Clause 31.3 a licence which has the characteristics, affords the rights and is subject
to the restrictions designated in Table 2 with ticks in respect of that category.
For the purposes of Table 2:
31.2.1 "during the term" means the licence in question is granted only during the term
of this Agreement and for the purposes of the provision of the Transfer Services
beyond such term;
31.2.2 "merge", in the case of software, means the right to merge with other computer
programs and, in the case of documents means the right to merge with other
documents;
31.2.3. "PO Limitation One" means the rights granted under the licence in question may
be exercised solely for the purposes of providing the Services and/or HNG-X
Development and/or Associated Change Development;
31.2.4 “Other Purposes” means the rights granted under the licence in question may
be exercised for purposes other than those set out in PO Limitation One, subject
to obtaining the prior written consent of Post Office, such consent not to be
unreasonably withheld or delayed;
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31.2.5
31.2.6
31.2.7
"Sub-licensable" means the rights granted under the licence in question include
a right to grant sub-licences to sub-contractors of a member of the Fujitsu
Services Group subject to the relevant member of Fujitsu Services Group
imposing obligations of confidentiality on those sub-contractors similar to those
set out in Clause 61. Where the sub-licence only permits use by the sub-
contractor in question for the purpose of providing, or in connection with the
provision of, the Services and/or HNG-X Development and/or Associated
Change Development, no prior consent of Post Office to the sub-licence shall be
required. In any other case the prior written consent of Post Office, such
consent not to be unreasonably withheld or delayed, shall be required;
"Extends to FSG" means the licence in question is for each member of the
Fujitsu Services Group; and
"Copy/Incorporate" means Fujitsu Services shall be entitled to copy all material
which is the subject of the licence provided any Post Office copyright markings
and security markings are preserved and adhered to and, subject to
Clause 56.4, Fujitsu Services shall be entitled to incorporate parts of such
material into a document subject to the source of the material being
acknowledged in the receiving document.
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31.3
Table 2: Licences granted by Post Office or third party to Fujitsu Services
IPR, software or document
category
Licence characteristics, rights and restrictions
Post Office Background
Materials (other than the
software referred to in
paragraph 1.2 of Schedule
B4.1 and/or paragraph 1.2 of
Schedule C3 and/or the Third
Party Data referred to in the
tables in paragraph 1.3 of
Schedule B4.1 and/or
paragraph 1.3 of Schedule C3)
2 2
€ oO} @I 9I SI 3
I , g s) 3 I I 3] 8
2 = oe] 5I =
3I 2I 2I 2 33 €I 2 2) 8) §I 3! 8] 5
2I =I 8] I @ 8) eI sI 2] Bl 3] &I 8) 8] €) 2
aI £ 3I SI a =I 3] §I &I 8) &] 3] 4] 8] 8] 2
8} 3] £) ©] # 2] gI gI £I gI gI &I 4] dG) 6/6
Specially Written Software v v vivivjvlIlyvyiviyviviy v
Specially Written v vijyvjIyvjIvijyvyilviviviy v
Documentation
Post Office Developed v viv viv vivijlyvjIvIlviy v
Documentation
Post Office Foreground IPR v v
v v
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31.4
31.5
31.6
31.7
32.
32.1
Upon the cessation of Fujitsu Services' need to use Post Office Foreground IPR or Post
Office Background Material for the purposes of providing the Services (which, in the
case of the Transfer Services, may be after termination or expiry of this Agreement),
Fujitsu Services shall either return or destroy all copies of such material as directed by
Post Office.
Post Office hereby grants to Fujitsu Services a non-exclusive sub-licence or right, as
specified in the tables in paragraph 1.2 of Schedule B4.1 and/or paragraph 1.2 of
Schedule C3, to use the software listed in those tables for the term of this Agreement
solely for the purposes of performing the Services, HNG-X Development, Associated
Change Development, operating the Infrastructure, running the Horizon Applications
and/or providing the Business Capabilities and Support Facilities. Such sub-licence or
right shall in respect of each item of software (other than in respect of the term of such
sub-licence or right which shall be for the term of the Agreement unless agreed
otherwise by the Parties in writing):
31.5.1 be on the terms;
31.5.2 subject to the restrictions; and
31.5.3 include any additional rights (for example, to operate, copy, modify, or merge
the software with other software),
that are specified or referred to in the tables in paragraph 1.2 of Schedule B4.1 and/or
paragraph 1.2 of Schedule C3 as being applicable to that software. References in this
Clause 31.5 to the term of this Agreement shall, in the case of licences granted under
this Clause for the purposes of performing the Transfer Services, include any period
after termination or expiry of this Agreement during which the Transfer Services are
provided.
Post Office hereby grants Fujitsu Services the rights, in respect of the Third Party Data,
specified or referred to in the tables in paragraph 1.3 of Schedule B4.1 and/or
paragraph 1.3 of Schedule C3, subject to the restrictions specified or referred to in that
table.
Post Office shall, on the written request of Fujitsu Services and subject to the Parties
agreeing fair commercial terms (any licence fee being by way of rebate or otherwise),
grant Fujitsu Services a non-exclusive licence to use and modify the documents,
software, materials, items or other things whatsoever in which the Post Office
Foreground IPRs subsist for purposes other than performing the Services, HNG-X
Development and Associated Change Development.
Riposte 32 and WebRiposte Software
Fujitsu Services has deposited a copy of the source code of the Riposte 32 and
WebRiposte Software at Fujitsu Services’ offices in Bracknell and shall retain such
source code at those offices for so long as the Riposte 32 and WebRiposte Software
are used by Fujitsu Services in the performance of the HNG-X Services.
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32.2
32.3
33.
33.1
Fujitsu Services has provided to Post Office certificates signed by Fujitsu Services’
Managing Director confirming that the source code of the Riposte 32 and WebRiposte
Software has been deposited at Fujitsu Services' offices in Bracknell as required by
Clause 32.1, and has provided to Post Office a copy of the relevant contractual
documentation confirming Fujitsu Services’ right of access to such source code and
confirming that Fujitsu Services has all other rights to such source code necessary for
the performance of its obligations under this Agreement.
Post Office agrees that upon the Riposte 32 and WebRiposte Software becoming
Deposited Software and the relevant source code being deposited with NCC in
accordance with Clause 30.16, Fujitsu Services shall no longer be obliged to retain a
copy of the source code at its offices in Bracknell and Fujitsu Services and each officer
of Fujitsu Services shall be released from any liability arising from the certificates
referred to in Clause 32.2.
Data
Post Office Data
33.1.1 Fujitsu Services shall not delete or remove any copyright notices contained
within or relating to the Post Office Data.
33.1.2 Fujitsu Services shall preserve the integrity of the Post Office Data once Fujitsu
Services has received such Post Office Data, shall prevent any corruption or
loss of such Post Office Data and shall comply with the validation procedures
set out in the applicable CCDs (relating to the Horizon Applications or the
Business Capabilities and Support Facilities) referred to in Schedules B4.2 or
B3.2 (as the case may be) as such procedures may be updated and amended
from time to time (save that where any Post Office Data received by Fujitsu
Services is stored, transmitted or otherwise processed as part of the PostShop
Solution, Fujitsu Services’ applicable obligation in respect of that data shall be
to use all reasonable endeavours to preserve the integrity and prevent loss or
corruption of the data and, for the avoidance of doubt, none of the validation
procedures set out in the CCDs (relating to the Horizon Applications or the
Business Capabilities and Support Facilities) referred to in Schedules B4.2 or
B3.2 (as the case may be) shall apply to the PostShop Solution). Fujitsu
Services shall not be liable for any loss or corruption of Post Office Data nor for
any failure to perform the Services if it can prove that such loss or corruption or
failure to perform the Services was caused by Post Office Data which was lost
or corrupted before Fujitsu Services received it, and Fujitsu Services has
complied with the validation rules in relation to such Post Office Data.
33.1.3 In the event that the Post Office Data is altered, corrupted or lost in the course
of performing the Services (in breach of Fujitsu Services’ obligations under
Clause 33.1.2) Post Office shall have the option, in addition to any other
remedies that may be available to it either under this Agreement or otherwise, to
elect either of the following remedies:
(a) Post Office may require Fujitsu Services at its own expense to restore or
procure the restoration of the Post Office Data; or
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33.2
33.3
34,
34.1
(b) Post Office may itself restore or procure restoration of the Post Office
Data, and shall be repaid by Fujitsu Services any reasonable expenses
so incurred.
33.1.4 For the purposes of Clauses 33.1.2 and 33.1.3, the term "Post Office Data" shall
include the data of Post Office's clients.
33.1.5 Post Office Data constitutes Confidential Information, and may not be
reproduced without the prior written consent of Post Office except as necessary
to perform the Services, HNG-X Development or Associated Change
Development.
33.1.6 Fujitsu Services shall use all reasonable endeavours to ensure that data
produced by the PostShop Solution is accurate and complete.
33.1.7 Notwithstanding any other provision in this Agreement to the contrary, Fujitsu
Services shall not be responsible for the accuracy, completeness, validity or
integrity of any data (including, without limitation, any Personal Data) provided
by or on behalf of Post Office for use in the performance and/or operation of the
PostShop Solution or any resulting data inaccuracy, incompleteness, invalidity
or integrity problems.
Personal Data
Both Parties warrant that if and to the extent they have obligations under the Data
Protection Act 1998 which arise in connection with any personal data (as referred to in
that Act) processed under this Agreement, they will duly observe all such obligations.
Databases
For the avoidance of doubt, Post Office shall have the right to use the Services, the
Infrastructure and the PostShop Branch Infrastructure to capture, develop and use
databases containing information in relation to its customers. Any assistance provided
by Fujitsu Services pursuant to this Clause over and above the performance of its other
obligations hereunder shall be treated as Development Services and shall be subject to
agreement of a Work Order under Schedules D2 and B1.1.
Intellectual Property Rights Indemnities
Fujitsu Services Indemnity
Subject always to (i) Post Office's proper observance of its obligations as an
Indemnified Party under this Clause 34 and (ii) Clauses 34.14 to 34.17 (inclusive)
Fujitsu Services shall indemnify Post Office against all claims, demands or actions by a
third party (other than any member of the Royal Mail Group) and all costs, expenses
(including but not limited to legal costs and disbursements reasonably incurred on a
solicitor and client basis), losses and damages arising from or incurred by reason of any
infringement or alleged infringement (including but not limited to the defence of such
alleged infringement) in the United Kingdom of any Intellectual Property Right by the
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34.2
34.3
proper use or possession in accordance with this Agreement (i) by or on behalf of Post
Office or a member of the Royal Mail Group, or (ii) in connection with the Services, of:
34.1.1. the Infrastructure, the Horizon Applications, and the Business Capabilities and
Support Facilities;
34.1.2 the documents, software, materials, items or other things whatsoever in which
Post Office Foreground IPRs or Licensed IPRs subsist;
34.1.3 the Listed Documentation and Horizon Design Documentation; and
34.1.4 the documents, software, materials, items or other things whatsoever supplied
by or on behalf of Fujitsu Services for use by Post Office in receiving the
Services,
provided that Fujitsu Services shall not be obliged to indemnify Post Office against any
claim, demand, action, cost, expense, loss or damage to the extent that the indemnity in
Clause 34.3 applies to that claim, demand, action, cost, expense, loss or damage.
Indemnities relating to confidential information
The indemnities set out at Clauses 34.1, 34.3.1 and 34.3.2 shall, subject to all
limitations and conditions set out therein, extend to any unauthorised use of the
confidential information of a third party (other than confidential information of any
member of either the Royal Mail Group or the Fujitsu Services Group and excluding any
Confidential Information of either Party) ("Third Party Confidential Information") and:
34.2.1 references in Clauses 34.1, 34.3.2 and 34.9 to 34.15 (inclusive) to
“infringement” and “Intellectual Property Rights” shall be read as if they were
references to “unauthorised use” and “Third Party Confidential Information”
respectively; and
34.2.2 references in Clause 34.3.1 to “infringement” and “copyright, moral rights,
database rights, design rights or trade marks" shall be read as if they were
references to “unauthorised use” and “Third Party Confidential Information”
respectively,
such indemnities to apply only to the extent that the unauthorised use of the Third Party
Confidential Information occurred after the Project HNG-X Commencement Date.
Post Office Indemnity
Subject always to (i) Fujitsu Services’ proper observance of its obligations as an
Indemnified Party under this Clause 34 and (ii) Clauses 34.14 to 34.17 (inclusive) and
without prejudice to any indemnities given by Post Office in favour of Fujitsu Services as
set out in any CCD (but provided that to the extent that Fujitsu Services is entitled to
bring a claim under any such indemnity, Fujitsu Services shall not be entitled to bring a
claim under this Clause 34.3 in respect of the same event), Post Office shall indemnify
Fujitsu Services against all claims, demands or actions by a third party (other than any
member of the Fujitsu Services Group) and all costs, expenses (including but not limited
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to legal costs and disbursements reasonably incurred on a solicitor and client basis),
losses and damages arising from or incurred by reason of:
34.3.1 any infringement or alleged infringement (including but not limited to the
defence of such alleged infringement) in the United Kingdom of copyright, moral
rights, database rights, design rights or trade marks resulting from:
34.3.2
(a)
the use or possession in accordance with this Agreement by or on behalf
of Fujitsu Services or a member of the Fujitsu Services Group of a HNG-
X Requirement for the HNG-X User Interface or Postal Services Business
Capability specified by Post Office as part of the Requirements Baseline
(as this may be amended from time to time in accordance with the
provisions of Schedule B6.1) (together, "UI Development Requirements");
or
the development by or on behalf of Fujitsu Services, or the possession or
use by or on behalf of Fujitsu Services, in each case in accordance with
this Agreement, of the HNG-X User Interface or Postal Services Business
Capability, but only to the extent that the infringement or alleged
infringement relates to a part of the HNG-X User Interface or Postal
Services Business Capability that could not reasonably have been
developed in accordance with the Ul Development Requirements without
giving rise to that infringement or alleged infringement; or
any infringement or alleged infringement (including but not limited to the
defence of such alleged infringement) in the United Kingdom of any Intellectual
Property Right resulting from the use or possession in accordance with this
Agreement by or on behalf of Fujitsu Services or a member of the Fujitsu
Services Group of:
(a)
Post Office Developed Documentation (but only to the extent that the
infringement is due to the material referred to in the second limb of the
definition of that term);
any documents, software, materials or items that Post Office has
procured or licensed from third parties which the Parties have agreed in
writing will be supplied by or on behalf of Post Office to Fujitsu Services
for the purpose of providing the Services, HNG-X Development and/or
Associated Change Development (including, without limitation, use as
part of the HNG-X User Interface or Postal Services Business Capability)
or any other more limited purpose agreed in writing by the Parties
provided that (a) such use or possession by Fujitsu Services is for the
purpose of providing the Services, HNG-X Development and/or
Associated Change Development (or such other more limited purpose as.
may be agreed in writing by the Parties); and (b) the Post Office’s only
liability under this Clause 34.3.2(b) shall be to pass on to Fujitsu Services
the benefit of any indemnity (the terms of which Post Office shall, unless
unable to do so due to obligations of confidentiality owed to the relevant
third party owner or licensor, notify to Fujitsu Services upon Fujitsu
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34.4
34.5
Services' request) in respect of the infringement or alleged infringement it
receives from the relevant third party owner or licensor; and
(c) _ to the extent that Post Office has not procured or licensed it or them from
any third parties, any software and related documentation, graphic
designs, trade marks or Reference Data (and such other individual
material as the Parties may agree in writing should be covered by this
indemnity) supplied by or on behalf of the Post Office to Fujitsu Services
for the purpose of providing the Services, HNG-X Development and/or
Associated Change Development (including, without limitation, use as
part of the HNG-X User Interface or Postal Services Business Capability)
or any other more limited purpose agreed in writing by the Parties
provided that such use or possession by Fujitsu Services is for the
purpose of providing the Services, HNG-X Development and/or
Associated Change Development (or such other more limited purpose as
may be agreed in writing by the Parties),
excluding in each case the Ul Development Requirements; or
34.3.3 any infringement or alleged infringement (including but not limited to the
defence of such alleged infringement) in the United Kingdom of any Intellectual
Property Rights resulting from the development by or on behalf of Fujitsu
Services, or the possession or use by or on behalf of Fujitsu Services, in each
case in accordance with this Agreement, of the HNG-X Service Infrastructure or
the Business Capabilities and Support Facilities, but only to the extent that the
infringement or alleged infringement results from any instruction given by Post
Office to Fujitsu Services in accordance with the provisions of Clause 34.5.2
(b)(a) and Fujitsu Services had first notified Post Office of the risk of that
infringement in accordance with the provisions of Clause 34.5.
Fujitsu Services shall use its reasonable endeavours to, and observe good industry
practice in its efforts (including its monitoring and searching practices) to, be aware of
any third party Intellectual Property Rights covering the areas of technology and
business methods and processes to be developed by or on behalf of Fujitsu Services as
part of the HNG-X Infrastructure and the Business Capabilities and Support Facilities
(including, without limitation, the HNG-X User Interface or Postal Services Business
Capability).
Without prejudice to Fujitsu Services’ right to an indemnity under Clause 34.3.1 and/or
34.3.2, in the event that Fujitsu Services considers, at any time prior to Trigger Point T5
(Data Centre ready for HNG-X) (or within 30 days of the start of HNG-X Project
Workstream X4 (HNG-X Application Roll Out) for any HNG-X Requirement provided to
Fujitsu Services after Trigger Point T5 (Data Centre ready for HNG-X)), that a HNG-X
Requirement that forms part of (or is intended to form part of) the Requirements
Baseline (a “Queried Requirement’) would, if implemented, result in a reasonable risk of
infringement or alleged infringement of Intellectual Property Rights owned by a third
party, then:
34.5.1. it shall promptly on discovery notify Post Office in writing of its concern, such
notice to be accompanied by:
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34.5.3
34.5.4
34.5.5
34.5.6
(a) a proposal for an alternative requirement that, if implemented, would fulfil
the relevant Development Obligation; and
(b) such relevant materials and information that it is reasonable for Fujitsu
Services to provide in order for Post Office to understand and assess
such risk and the alternative requirement proposed by Fujitsu Services
under paragraph 34.5.1(a);
within 14 days of its receipt of such notice (or such other time as the Parties
may agree), Post Office shall respond in writing to Fujitsu Services stating
whether or not it:
(a) agrees with Fujitsu Services’ concerns; and/or
(b) either (a) instructs Fujitsu Services to continue with the development
cycle in respect of that Queried Requirement in any event, in which case
Post Office shall indemnify Fujitsu Services under Clause 34.3.3, or (b)
instructs Fujitsu Services to implement the alternative requirement
proposed under Clause 34.5.1(a) in which case such alternative
requirement shall form part of the Requirements Baseline;
in the event that Post Office instructs Fujitsu Services to implement the
alternative requirement in accordance with Clause 34.5.2(b)(b), Fujitsu Services
shall not be able to invoke the process set out in this Clause 34.5 in respect of
that alternative requirement at any time after Post Office so instructs Fujitsu
Services;
at all times during the process set out in this Clause 34.5, Fujitsu Services shall
provide Post Office with such assistance as Post Office may reasonably require
in order to understand and assess the risk notified to it and the alternative
requirement proposed by Fujitsu Services, provided that the Parties hereby
acknowledge that each Party shall be responsible for forming its own
assessment of such risk and alternative requirement;
either Party may request, at any time prior to an instruction being given under
Clause 34.5.2(b), that the Parties meet to discuss a risk notified, or an
alternative requirement proposed, to Post Office by Fujitsu Services in
accordance with this Clause and to agree in good faith a course of action which
is mutually beneficial to the Parties. If the Parties are unable to agree on the
relevant risk and either Post Office does not give Fujitsu Services an instruction
under Clause 34.5.2(b) and/or the Parties are unable to agree the suitability of
the alternative requirement proposed, then the matter shall be escalated in
accordance with the DRP set out in Annex 2 of Schedule A2 (Governance), up
to and including the stage set out at paragraph 3 of such Annex (Executive
Review), provided that references in that Annex to “five Working Days” shall be
read as “two Working Days” for the purposes of this Clause;
if, following the earlier of (i) the escalation of the matter and completion of the
process set out in Clause 34.5.5; or (ii) the date falling ten Working Days after
the date upon which the matter was first escalated in accordance with Clause
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34.7
34.8
34.9
34.5.5, the Parties are not able to agree on the risk or the suitability of the
alternative requirement proposed and Post Office fails to instruct Fujitsu
Services to continue with the development cycle in respect of that Queried
Requirement, then Fujitsu Services shall:
(a) be entitled to reject that Queried Requirement (such rejected Queried
Requirement being a "Rejected Requirement"), provided that in the event
that Fujitsu Services disagrees with any advice and guidance of a
Facilitator obtained as part of the escalation process, it shall provide Post
Office with a reasonably detailed statement of its reasons for doing so;
and
(b) achieve the relevant Development Obligation for such Rejected
Requirement; and
34.5.7 in the event that Fujitsu Services rejects a Queried Requirement pursuant to this
Clause 34.5 and Fujitsu Services would, if it had complied with Clause 34.4,
have known about the risk relating to that Rejected Requirement earlier than the
date on which it actually became aware of that risk and notified the Post Office
pursuant to Clause 34.5.1, then Fujitsu Services shall refund to Post Office any
Charges paid or payable by Post Office in respect of development work
undertaken by or on behalf of Fujitsu Services in relation to that Rejected
Requirement in that intervening period (but excluding any Charges in respect of
development work which Fujitsu Services is able to demonstrate to the
reasonable satisfaction of Post Office is of continued use and benefit to Post
Office).
The indemnities set out at Clause 34.3.1 shall not apply to any Ul Development
Requirement to the extent that (a) Fujitsu Services or a member of the Fujitsu Services
Group was engaged by Post Office for the purposes of the development of that UI
Development Requirement and contributed to that Ul Development Requirement and
(b) such contribution resulted in the infringement or alleged infringement referred to in
Clause 34.3.1.
In the event that, pursuant to Clause 34.5, Fujitsu Services rejects a Queried
Requirement in respect of which (a) Fujitsu Services or a member of the Fujitsu
Services Group was engaged by Post Office for the purposes of the development of
such Queried Requirement and (b) contributed towards such Queried Requirement,
then (without prejudice to any other rights or remedies available to Post Office) Fujitsu
Services shall refund to Post Office the Charges paid or payable by Post Office in
respect of that contribution.
Common Indemnity Provisions
Each Party shall promptly notify the other if any claim or demand is made or action
brought against it to which this Clause 34 applies.
The Party giving an indemnity under this Clause 34 (the “Indemnifying Party”) shall, at
its own expense, conduct any litigation arising therefrom and all negotiations in
connection therewith and the Party receiving the indemnity (the “Indemnified Party”)
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34.11
34.12
34.13
hereby agrees to grant to the Indemnifying Party exclusive control of any such litigation
and such negotiations in relation to the indemnified infringement or alleged
infringement. The Indemnifying Party shall consult with and pay due regard to the
interests (including, where the Post Office is the Indemnified Party, the commercial
interests of the Royal Mail Group and the public interest and where Fujitsu Services is
the Indemnified Party the commercial interests of the Fujitsu Services Group) and views
of the Indemnified Party in the conduct of any defence to any claim or demand
hereunder, and shall, where it is reasonable to do so taking into account also the
interests of the Indemnifying Party, comply with such interests and views.
The Indemnified Party shall, at the request of the Indemnifying Party, afford to the
Indemnifying Party all reasonable assistance for the purpose of contesting any claim or
demand made or action brought against the Indemnified Party to which the indemnity
may apply or any claim or demand made or action brought against the Indemnifying
Party to which the indemnity may apply. The Indemnifying Party shall reimburse the
Indemnified Party for all reasonable costs and expenses (including but not limited to
legal costs and disbursements on a solicitor and client basis) incurred in so doing.
The Indemnified Party shall not make any admissions which may be prejudicial to the
defence or settlement of any claim, demand or action for infringement or alleged
infringement brought against the Indemnified Party to which the indemnity may apply or
any claim or demand made or action brought against the Indemnifying Party to which
the indemnity may apply.
If a claim or demand is made or action brought to which the indemnity may apply or in
the reasonable opinion of the Indemnifying Party is likely to be made or brought, the
Indemnifying Party may at its own expense either:
34.12.1 modify any or all of the affected documents, software, materials, items or other
things whatsoever without reducing the performance and functionality of the
same, or substitute alternative items, products or services of equivalent
performance and functionality for any or all of the documents, software,
materials, items or other things whatsoever, so as to avoid the infringement or
the alleged infringement but without disrupting the performance of the Services,
provided that the terms herein shall apply mutatis mutandis to such modified or
substituted items or services and such modified or substituted items shall be
acceptable to the Indemnified Party (whether by passing any form of
acceptance testing or otherwise), such acceptance not to be unreasonably
withheld or delayed, and shall reimburse the Indemnified Party all reasonable
costs directly incurred by it; or
34.12.2 procure a licence to use the affected documents, software, materials, items or
other things whatsoever on terms which afford to the Indemnified Party no more
extensive rights than those originally applicable hereunder and which are
acceptable to the Indemnified Party and shall reimburse the Indemnified Party
all reasonable costs directly incurred by it.
Notwithstanding anything to the contrary in this Clause 34:
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34.15
34.13.1 to the extent that any actual or alleged infringement, to which this Clause 34
applies, relates to the development by Fujitsu Services under this Agreement of
the HNG-X Service Infrastructure or the Business Capabilities and Support
Facilities and does not result from (i) a breach by Fujitsu Services of the Clean
Room Rules or paragraph 4.2 of Annex 2 to Schedule B6.2 (ii) a failure by
Fujitsu Services to comply with Clause 15.1.5, or (iii) a breach by Fujitsu
Services of Clause 34.4; and
34.13.2 provided that the HNG-X Development Completion has not occurred at the time
of the claim, demand or action in respect of such infringement,
the costs of undertaking any modification or substitution or procuring a licence that may
be made or obtained pursuant to Clause 34.12 shall be treated as a normal cost of
development and Post Office shall pay Fujitsu Services:
(a) for such modification work on a time cost basis, subject to and in
accordance with the provisions of Schedule D8; and
(b) in respect of any such substitution or licence, an amount equivalent to
Fujitsu Services’ cost of the product used as a substitute and/or of the
necessary licence, multiplied by 95 and divided by 100.
The indemnities set out in this Clause 34 (other than where Clause 34.3.1(b) applies)
shall not apply insofar as any such claim or demand or action is in respect of:
34.14.1 any use by or on behalf of the Indemnified Party of the affected documents,
software, materials, items or other things whatsoever in combination with any
item not supplied or approved (such approval not to be unreasonably withheld
or delayed) by the Indemnifying Party where such combined use directly gives
rise to the claim, demand or action; or
34.14.2 any modification carried out by or on behalf of the Indemnified Party to any item
supplied by the Indemnifying Party under this Agreement if such modification is
not authorised by the Indemnifying Party in writing; or
34.14.3any use by the Indemnified Party of the affected documents, software,
materials, items or other things whatsoever in a manner not reasonably to be
inferred from their specification (if any) or the requirements of the Indemnified
Party (including, without limitation, where Post Office is the Indemnified Party,
the Requirements Baseline).
If the Indemnifying Party has availed itself of its rights to modify the affected documents,
software, materials, items or other things whatsoever or to supply substitute products or
services pursuant to Clause 34.12.1 or to procure a licence under Clause 34.12.2 and
such exercise of the said rights has avoided any claim, demand or action for
infringement or alleged infringement, or if the Indemnified Party has unreasonably
withheld its acceptance of any items modified or substituted by the Indemnifying Party in
accordance with Clause 34.12, then the Indemnifying Party shall have no further liability
thereafter under this Clause 34 in respect of the said claim, demand or action.
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34.17
35.
35.2
35.3
36.
36.2
If a modification or substitution in accordance with Clause 34.12.1 is not possible so as
to avoid the infringement and the Indemnifying Party has been unable to procure a
licence in accordance with Clause 34.12.2, then Clause 34.1 or Clause 34.3 (as the
case may be) shall apply.
This Clause states the entire liability of:
34.17.1 Fujitsu Services with regard to the infringement of any Intellectual Property
Right by the use or possession of the things listed in Clause 34.1 by or on
behalf of Post Office or in connection with the Services;
34.17.2 Post Office with regard to the infringement of any Intellectual Property Right by
the use or possession of the things listed in Clause 34.3 by or on behalf of
Fujitsu Services; and
34.17.3each Party with regard to the unauthorised use of any Third Party Confidential
Information by or on behalf of the other Party after the Project HNG-X
Commencement Date.
Use Of Services and Infrastructure
Fujitsu Services shall not restrict Post Office from using the Services and the
Infrastructure for its existing and future clients, Agents, customers, products and
services.
Except as contemplated by this Agreement and subject to Clause 35.3, the
Infrastructure (other than any public service telecommunications networks) may not be
used other than by Post Office without the prior written consent of Post Office.
Post Office acknowledges and agrees that the HNG-X Services will be performed by
Fujitsu Services using certain facilities and/or elements of the Infrastructure, as
described in the Solution Architecture and/or the Solution Baseline and listed from time
to time in the Asset Register, that will be shared with customers of Fujitsu Services other
than the Post Office.
PART F: LIABILITY
Damage to Physical Property
Except where any of paragraphs 5.2, 6.3.2 and 6.3.3 of Schedule B1.3 apply, each
Party will be responsible for loss or damage caused by its own negligence or wilful acts
or omissions to the physical property of the other.
Hardware
Subject to Clauses 36.3 and 36.5:
36.2.1 risk in the Infrastructure shall vest in Fujitsu Services, save to extent that any
elements of the Infrastructure are transferred to Post Office or the Next Supplier
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36.3.1
36.3.2
36.3.3
36.4
36.5
36.5.1
36.5.2
36.5.3
pursuant to Clause 48.1 in which case risk in such elements shall pass to Post
Office or the Next Supplier when title passes; and
36.2.2 where damage occurs to hardware used by Fujitsu Services to provide the
Services, Fujitsu Services shall repair or replace the affected items with all
possible speed and (subject to any rights arising under Clause 36.1) at its own
cost.
Paypoles and PIN Pads
The risk of loss of or damage to each Paypole shall pass from Fujitsu Services to Post
Office upon delivery of that Paypole to Post Office.
Post Office shall be liable for the costs (including, without limitation, service call costs) of
any damage to, loss or theft of PIN Pads to the extent caused by or contributed to by
Post Office's employees, contractors, agents (including, without limitation, its Agents)
and, where the damage, loss or theft occurs at any site where PIN Pads are installed,
by the public.
Post Office shall be liable for the costs of :
(a) damage to PIN Pads;
(b) damage to any hardware elements of the Infrastructure at sites where
PIN Pads are installed (not including Software wherever located); and
(c) remedying any defective PIN Pad or Paypole installations,
as a result of the negligence or wilful acts or omissions during the Paypole installation
process of Post Office's installation contractors, employees or agents.
Branch Hardware
Unless the Parties agree otherwise, risk in Branch Hardware shall vest with the Party
that procures that hardware until such time as that hardware has been installed at the
Branch and accepted by Fujitsu Services as part of the Infrastructure at which time such
risk shall transfer to Fujitsu Services.
PostShops
Risk in the PostShop Infrastructure (excluding the PostShop Branch Infrastructure) shall
remain vested in Fujitsu Services and/or its suppliers.
Risk in the PostShop Branch Infrastructure (including, without limitation, the Software
comprised within that infrastructure) shall vest in the Post Office on installation in
accordance with the applicable Work Order.
Without prejudice to the generality of Clause 36.5.2, Post Office shall be liable for the
costs (including, without limitation, service call costs) of any damage to, loss or theft of
PostShop Branch Infrastructure to the extent caused by or contributed to by Post
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36.5.5
37.
37.2
37.3
38.
38.2
Office's employees, contractors, agents (including, without limitation, its Agents) and/or
the public.
Subject to paragraph 47.10.2(c), for the period up until 31 March 2010 (as extended
pursuant to Clause 10.8) Fujitsu Services shall provide for the replacement or repair of
any such damaged, stolen or lost PostShop Branch Infrastructure (as referred to in
Clause 36.5.3) as soon as reasonably practical. Such replacement or repair shall be
charged for on the basis of the actual costs (including, without limitation, service call
costs) required for the replacement or repair (including, without limitation, a 10% Fujitsu
Services margin in respect of those bought in elements of that cost).
Fujitsu Services shall not be liable for and the Post Office shall have no remedy in
respect of any failure or delay in the performance of Fujitsu Services' obligations under
this Agreement (including, without limitation, the consequences of such failure or delay)
where such failure and/or delay arises from damage to, loss of or theft of PostShop
Branch Infrastructure for which the Post Office is liable as described in Clause 36.5.3
(including, without limitation, the time taken for repair or replacement).
Damage to Plant, Tackle and Tools
All plant, tackle and tools at the Post Office Premises provided by or on behalf of Fujitsu
Services shall be at the risk of and in the sole charge of Fujitsu Services.
Fujitsu Services shall be required to remove all such plant, tackle and tools which it
brings to the Post Office Premises.
Fujitsu Services shall ensure that all such plant, tackle and tools shall meet minimum
safety standards required by law.
Access to Post Office Premises
Any land or Post Office Premises (including temporary buildings) made available to
Fujitsu Services by Post Office in connection with this Agreement shall be made
available to Fujitsu Services on such terms and conditions as may be agreed between
Fujitsu Services and Post Office. Fujitsu Services shall have the use of such land or
Post Office Premises as licensee and shall vacate the same upon the termination or
expiry of this Agreement or at such earlier date as Post Office may reasonably
determine.
Post Office shall be responsible for maintaining the security of such land or Post Office
Premises in accordance with its standard security requirements. Fujitsu Services shall
comply with all reasonable security requirements of Post Office while on the Post Office
Premises, and shall procure that all of its employees, agents and subcontractors shall
likewise comply with such requirements. Post Office shall provide to Fujitsu Services
upon request copies of its written security procedures and shall afford to Fujitsu
Services upon request an opportunity to inspect its physical security arrangements.
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39.
39.1
39.2
39.3
39.4
40.
40.2
Post Office Responsibilities
Subject to paragraph 2.3 of Schedule A5, Post Office undertakes (at its own cost and
expense save where otherwise provided in or pursuant to this Agreement) to perform
the Post Office Responsibilities. Post Office shall use all reasonable endeavours to
perform such Post Office Responsibilities in a timely fashion or, where specified, in
accordance with the HNG-X Programme Plan or any other agreed timetable specified in
this Agreement.
Without limitation to Clause 39.1, Post Office shall use all reasonable endeavours to
ensure that its Agents co-operate with Fujitsu Services to the extent reasonably
necessary to permit Fujitsu Services to perform the Services. In the event that any
Agent fails to provide such co-operation, and Post Office is unable to secure such co-
operation within six months after receiving written notice thereof from Fujitsu Services,
Fujitsu Services shall be relieved of liability for any failure or delay to perform the
Services which is directly caused by the Agent's failure to provide such co-operation
and shall be entitled to any reasonable additional costs and expenses which Fujitsu
Services can show were directly incurred by it as a result of the Agent's failure to
provide such co-operation.
Without prejudice to the provisions of paragraph 13 of Schedule B6.2 or Schedule A5,
Fujitsu Services shall not be liable to Post Office for any failure to perform or delay in
performing its obligations under this Agreement where Fujitsu Services proves that such
failure or delay has been directly caused by the failure of Post Office to perform any of
the Post Office Responsibilities.
This Clause 39.3 shall not apply in the circumstances to which Clause 43.6 applies,
which shall be governed by the specific rule stated in Clause 43.6.
In addition to the provisions of 39.3, in the event that the Post Office fails to perform or
delays performing its obligations regarding the processing of reference data for the
introduction of new, or updates to existing, APOP applications as described in the CCD
entitled “" (CS/PRD/058) then in so far as such non-performance results in costs being
incurred by Fujitsu Services in rectification activities then such costs shall be
reimbursable by the Post Office to Fujitsu Services.
Fujitsu Services’ Personnel
Post Office reserves the right under this Agreement to refuse to admit to any premises
occupied by or on behalf of any member of the Royal Mail Group (which expression
shall in this Clause 40 include all persons employed or engaged by the Royal Mail
Group and all persons other than Fujitsu Services and its sub-contractors providing
services to the Royal Mail Group), or to any Branch any person employed or engaged
by Fujitsu Services, or by a sub-contractor, whose admission would be, in the
reasonable opinion of Post Office, undesirable.
If and when directed by Post Office, Fujitsu Services shall provide a list of the names
and addresses of all persons who it is expected may require admission in connection
with the performance of this Agreement to any premises occupied by or on behalf any
member of the Royal Mail Group or to any Branch, specifying the capacities in which
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40.4
40.5
41.
444
41.2
they are concerned with this Agreement and giving such other particulars as Post Office
may reasonably require. Fujitsu Services shall comply with any reasonable directions
issued by the designated representative of Post Office as to which persons may be
admitted to such premises and at what times.
If and when directed by Post Office, Fujitsu Services shall secure that any person
employed or engaged by Fujitsu Services or by a sub-contractor, who is specified in the
direction or is one of a class of persons who may be so specified, shall sign a statement
that he understands that the Official Secrets Acts 1911 to 1989 apply to him both during
the term of and after the expiry or termination of this Agreement.
Fujitsu Services' representatives, engaged within the boundaries of a Royal Mail Group
establishment or Branch, shall comply with such rules, regulations and requirements
(including those relating to security arrangements) as may be in force from time to time
for the conduct of personnel when at that establishment or Branch and when outside
that establishment or Branch.
The decision of Post Office as to whether any person is to be refused admission to any
premises occupied by or on behalf of the Royal Mail Group or to a Branch shall be final
and conclusive.
Fujitsu Services’ Key Personnel
The Parties acknowledge that the Key Personnel are essential to the fulfilment of Fujitsu
Services’ obligations hereunder.
Notwithstanding anything to the contrary in Clause 61, Post Office shall keep the CCD
entitled “Fujitsu Services Key Personnel” (HR/CON/001) (including any proposed or
agreed amendments to it) and the information contained in it (“Personnel Information”)
confidential. Except as provided for in this Clause 41.2, Post Office shall not copy,
reproduce or disclose Personnel Information to any third party.
41.2.1 Post Office may reproduce, copy and disclose Personnel Information:
(a) to Post Office's Subject Leads for (i) the Systems Integration Partnership
and Executive Relationship and (ii) the Commercial Relationship;
(b) to its professional advisers provided such reproduction, copying and
disclosure is necessary for the purposes of this Agreement; or
(c) as required by law,
provided that Post Office shall procure that the persons referred to in
paragraphs (a) and (b) above shall not themselves disclose Personnel
Information (except amongst themselves) without the express written consent of
Fujitsu Services.
41.2.2 Post Office may discuss Personnel Information with and disclose Personnel
Information to FS Listed Personnel.
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41.4
42.
42.1
42.2
42.3
43.
43.1
Fujitsu Services undertakes to use all reasonable endeavours to ensure that the Key
Personnel are not removed or replaced for the duration of the activities relevant to them
(described as “Tasks” in the CCD entitled “Fujitsu Services Key Personnel”
(HR/CON/001)). However, in the event that any of the Key Personnel become
unavailable for any reason (including without limitation death, injury, sickness,
promotion or resignation), Fujitsu Services shall have the right upon giving 30 days’
notice in writing (or such shorter period of notice as may be reasonably practicable) to
Post Office to replace such an individual with another individual whose abilities and
qualifications are appropriate for the services to be performed by such individual.
The Parties acknowledge and agree that in order for Fujitsu Services to successfully
complete its obligations under this Agreement, additional key personnel may be
identified after the date of this Agreement. The Parties shall identify and agree any
such additional key personnel (together with any activities which are relevant to them).
Injury to Persons; Loss of Property
Subject always to Post Office's proper observance of its obligations under this
Clause 42 and except where paragraphs 5.2 or 6.3.3 of Schedule B1.3 apply, Fujitsu
Services shall fully indemnify Post Office in respect of any personal injury or loss of or
damage to Property incurred by Post Office, its contractors or their respective
employees and authorised agents to the extent that such personal injury or loss of
Property is caused by any Default of Fujitsu Services, its employees or agents in
connection with the performance or purported performance of this Agreement.
In the event of any claim or demand being made or action brought to which Clause 42.1
applies, Fujitsu Services shall be promptly notified thereof and Fujitsu Services shall at
its own expense conduct all negotiations for settlement of the same and any legal
proceedings that may arise therefrom. Fujitsu Services shall consult with and pay due
regard to the interests and views of Post Office (including the commercial interests of
the Royal Mail Group and the public interest) in the conduct of any defence to any claim
or demand hereunder, and shall, where it is reasonable to do so, comply with such
interests and views. Post Office, its employees and agents, shall at the request of
Fujitsu Services afford all reasonable assistance for the purpose of contesting any such
claim or demand or action and shall be repaid any reasonable expense incurred in so
doing and shall not make any admissions which may be prejudicial to the defence of
such claim or demand or action.
Notwithstanding Clause 42.2, Post Office shall have the option to take over the conduct
over any claim, demand or action to which this Clause applies. Should Post Office
exercise the aforementioned option it shall indemnify Fujitsu Services against any loss,
damage, cost or expense which it incurs in respect of that claim, demand or action over
and above the monetary amount (which Fujitsu Services shall have notified to Post
Office prior to Post Office exercising its option) at which Fujitsu Services was prepared
to settle said claim, demand or action.
Liability
Subject to the remaining sub-clauses of this Clause 43, Fujitsu Services shall be liable
for all losses and shall indemnify Post Office against all costs, expenses, losses and
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43.3
43.4
43.5
damages incurred, including any legal costs (together referred to in this Clause 43 only
as “Losses"), as a result of:
43.1.1 any unauthorised third party access to the Infrastructure;
43.1.2 any unauthorised third party access to the Post Office Service Environment
which is gained through the Infrastructure;
43.1.3 any "hacking" into the systems used by Fujitsu Services to provide the Services
(whether or not constituting an offence under the Computer Misuse Act 1990);
or
43.1.4 any other form of fraud.
In the event of termination of Project HNG-X:
43.2.1 for convenience pursuant to Clause 47.11.2, the provisions of Clause 43.1 shall
continue to apply. In such circumstances, prior to the later of the date of such
termination of Project HNG-X or 1 April 2010, Fujitsu Services shall implement
the upgrade of the Horizon Service Infrastructure in accordance with the
provisions of the CCD entitled "Horizon Security in the Absence of HNG-X"
(ARC/SEC/ARC/0002) and Post Office shall pay for such upgrade in
accordance with paragraphs 10.4 to 10.8 (inclusive) of Schedule D1 (the details
of which in respect of such upgrade shall be incorporated in a Work Order); and
43.2.2 for Default pursuant to Clause 47.11.1, the provisions of Clause 43.1 shall
continue to apply. In such circumstances, prior to the later of the date of such
termination of Project HNG-X or 1 April 2010, Fujitsu Services shall implement
the upgrade of the Horizon Service Infrastructure in accordance with the
provisions of the CCD entitled "Horizon Security in the Absence of HNG-X"
(ARC/SEC/ARC/0002) at its own cost.
In the event of Partial Termination for any reason of the Data Centre Operations Service
and the Central Network Service (as a single Terminable Service) or the Systems
Management Service, Third Line Software Support Service or Application Support
Service (Fourth Line), with effect from the date of termination of the first such Service to
be Partially Terminated, the provisions of Clause 43.1 shall not apply unless Post Office
proves that any of the matters referred to in sub-clauses 43.1.1 to 43.1.4 (inclusive)
have been caused by Fujitsu Services’ Default in respect of any of its obligations or
responsibilities under this Agreement.
In the event of Partial Termination for any reason of any of the Terminable Services
referred to in Clause 43.3 Fujitsu Services shall promptly provide to Post Office all
correspondence, audit trails, documentation and other information (in whatever media)
as Post Office may reasonably require in order to establish the cause of any of the
matters referred to in sub-clauses 43.1.1 to 43.1.4 (inclusive).
In the event of Partial Termination for any reason of any Terminable Service the
provisions of Clause 43.1 shall continue to apply subject to Clause 43.3 and any
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43.7
43.8
43.9
exceptions or qualifications agreed by the Parties pursuant to paragraph 2.2.6 of
Schedule E.
If and to the extent that Fujitsu Services proves that any of the matters referred to in
Clause 43.1 have been caused by Post Office's non-performance of any of its
obligations or responsibilities under this Agreement upon the performance of which
Fujitsu Services’ obligations depend, the provisions of Clause 43.1 shall not apply.
In the event that:
43.7.1 Post Office agrees pursuant to paragraph 2.2.4 of Schedule E to perform any
security related obligations or responsibilities; or
43.7.2 the Post Office responsibility set out in paragraph 2.4.3 of Schedule E applies,
in connection with any Partial Termination, Post Office shall promptly provide to Fujitsu
Services all correspondence, audit trails, documentation and other information (in
whatever media) as Fujitsu Services may reasonably require in order to establish the
cause of any of the matters referred to in Clause 43.1.
Where an act of fraud relates to the PostShop Solution, Clause 43.1.4 shall not apply
unless the fraud in question was perpetrated by a:
43.3.1 person who was at the time in question an employee, agent or sub-contractor of
Fujitsu Services (or an employee or agent of its sub-contractors);
43.3.2 third party whose fraudulent actions resulted from or were made possible by
Fujitsu Services’ failure to comply with its obligations under this Agreement.
In the case of the Banking Functions or in relation to the operation of the Banking
Functions, Clause 43.1.4 shall not apply unless the fraud in question was perpetrated
by a person who was at the time in question:
43.9.1 an employee, agent or sub-contractor of Fujitsu Services (such agents or
subcontractors being together referred to as "Current Banking Participants");
43.9.2 a former employee, agent or sub-contractor of Fujitsu Services, who was an
employee, agent or sub-contractor (as the case may be) of Fujitsu Services at
any time on or after 14 April 2001 (such agents or subcontractors being together
referred to as "Former Banking Participants") and who satisfies the Information
Condition;
43.9.3 an employee, agent or sub-contractor of the Current Banking Participants who
satisfies the Information Condition;
43.9.4 a former employee, agent or sub-contractor of a Current Banking Participant
who was an employee, agent or sub contractor (as the case may be) of that
Current Banking Participant at any time on or after 14 April 2001 and who
satisfies the Information Condition; or
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43.9.5 a former employee, agent or sub-contractor of a Former Banking Participant
who was an employee, agent or sub-contractor (as the case may be) of such
Former Banking Participant while that Former Banking Participant was a Current
Banking Participant and who satisfies the Information Condition
43.10 Fujitsu Services shall not be liable for or indemnify Post Office in respect of any Losses:
43.10.1 where the Losses incurred by Post Office relate solely to the Banking Function
or the operation of Banking Function;
43.10.2where such Losses were incurred as a result of any unauthorised access or
hacking referred to therein into an element or elements (used solely for the
operation of the Banking Functions) of either the Post Office Service
Architecture or the NB System (excluding elements of the Post Office Service
Architecture or the NB System located at Branches);
43.10.3where the unauthorised access, hacking or fraud was perpetrated through or by
any employee, agent, contractor or sub-contractor of, any Bank or through or by
any element of the Infrastructure at any Bank premises other than by the
persons referred to in Clause 43.9;
43.10.4where such Losses were incurred as a result of any unauthorised access or
hacking or fraud arising as a result of Post Office's design, development and/or
introduction of new Transaction types using the AP-ADC Facility, or the APOP
Facility, or any fraud perpetrated by Post Office contractors, subcontractors,
employees or agents in connection with such design, development, introduction
or use unless the root cause of such unauthorised access, hacking or fraud
was:
(a) defects in Fujitsu Services' design or implementation of the AP-ADC
Facility or the APOP Facility;
(b) a failure by Fujitsu Services to maintain the AP-ADC Facility or the APOP.
Facility or to process such new Transactions, in accordance with its
obligations set out in this Agreement; or
(c) adefect in such design, development, introduction or use resulting from
an error in the CCD entitled “AP-ADC Reference Manual” (AP/MAN/002)
or the CCD entitled “ APOP Authorisation Service Reference Manual”
(AP/MAN/004); the presence of which is solely or mainly attributable to a
breach by Fujitsu Services of its obligations set out in Clauses 15.1.4 and
15.1.5 when it assisted Post Office to produce that CCD under Work
Order;
43.10.5 where the unauthorised access, hacking or fraud was perpetrated through or by
use of the communications links between the Data Centres and CAPO or LINK
(as described in Schedule B3.3 or B4.3, as applicable) other than by persons
referred to in Clause 43.9, unless the root cause of such unauthorised access,
hacking or fraud was a failure by Fujitsu Services to comply with its obligations
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set out in paragraphs 1.3.4(f)(i)(1) and 1.3.4(f)(i)(2) of Schedule B3.3 or
paragraphs 3.4.1 and 3.4.2 of Schedule B4.3, as applicable;
43.10.6where the Losses incurred by the Post Office relate solely to the PostShop
Solution or the operation of the PostShop Solution;
43.10.7where such Losses were incurred as a result of any unauthorised access or
hacking, as referred to in Clause 43.1, into, through or by use of an element or
elements of the PostShop Infrastructure or the PSTN network used to provide
the PostShop Services; or
43.10.8where such Losses were occurred as a result of any unauthorised, hacking or
fraud perpetrated through or by use of communications links into the POL MI System which are
not the responsibility of Fujitsu Services.
43.11 Post Office shall not have any right of action against Fujitsu Services in respect of any
costs, expenses, losses or damages arising as a result of the loss, theft or compromise
of a password/passphrase shared between the Merchant Acquirer and the Data Centres
or the subsequent use of such password/passphrase (as the case may be) except to
the extent that such loss, theft or compromise or such costs, expenses, losses, or
damages arise as a result of the fraud or Default of Fujitsu Services or of its employees,
agents or subcontractors.
43.12 In this Clause 43, the "Information Condition" means that the person concerned either:
43.12.1is or has been entitled to have access in the course of fulfilling their duties or
obligations as employee, agent or sub-contractor (as the case may be) to
information concerning the design or performance of security measures used by
or in the NB System; or
43.12.2is not or was not entitled to have access to information concerning the design or
performance of security measures used by or in the NB System, but:
(a) used such information obtained as a result of their relationship with
Fujitsu Services in perpetrating the fraud in question; and
(b) Fujitsu Services fails to show that it had taken all reasonable steps and
precautions to prevent that information being obtained.
43.13 In the case of Debit Card, Fujitsu Services shall not be liable for and Post Office shall
not have any right of action against Fujitsu Services in respect of any costs, expenses,
losses or damages arising as a result of:
43.13.1 fraud in connection with or unauthorised disclosure of;
43.13.2loss or corruption of; or
43.13.3hacking in connection with,
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43.14
43.15
43.16
DC Data, irrespective of whether such DC Data are inside or outside the Infrastructure
unless and to the extent that such arises from a Default of Fujitsu Services.
In the case of Banking Functions, Debit Card and ETU, Fujitsu Services shall not be
liable for any costs, expenses, losses or damages suffered or incurred by Post Office in
relation to:
43.14.1 Banking Transactions falsely or incorrectly authorised unless and to the extent
caused by a failure of the NB System or of the Banking Functions which is (in
either case) a Default;
43.14.2DC Transactions or ETU Transactions falsely or incorrectly authorised unless
and to the extent caused by a failure of Debit Card or ETU respectively which is
a Default; and
43.14.3fraudulent use of token supported by the Banking Functions, Debit Card or ETU
by any person, unless and to the extent that such use is carried out by or
involves collusion with Fujitsu Services’ employees, or otherwise arises from a
Default or fraud of Fujitsu Services.
If Post Office:
43.15.1accepted a Design Proposal (as that term was defined and used in this
Agreement in its form prior to CCN1200); or
43.15.2accepts in a specification or other document agreed by the Parties pursuant to
the Work Ordering Procedure or Change Control Procedure,
which included or includes a third party interface or third party application which was
either not selected by Fujitsu Services or was selected by Fujitsu Services subject to
clearly disclosed limitations notified to Post Office, Fujitsu Services shall not, under
Clause 43.1, be liable for or indemnify Post Office against any Losses incurred by Post
Office resulting from unauthorised access to the Infrastructure, "hacking" and other
fraudulent and criminal activities provided Fujitsu Services has operated such interfaces
or applications in accordance with the technical and operational specifications agreed
between Post Office and Fujitsu Services in respect of such interfaces or applications
and has exercised reasonable care and skill in implementing such interfaces and
carrying out the integration of such applications.
For the purposes, but without prejudice to the generality, of Clause 43.15:
43.16.1 Configured POL FS, the SAP Loading Applications and Configured POL MI
shall be deemed to be third party applications; and
43.16.2the interfaces between the Infrastructure and CAPO and LINK used to connect
the Data Centres to CAPO and LINK shall be deemed to be third party
interfaces,
not selected by Fujitsu Services and included in a Design Proposal accepted by Post
Office.
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43.17
43.18
43.19
In relation to data processing (involving either automated or manual processing or both)
under this Agreement, Fujitsu Services shall not be in breach and shall not be liable to
Post Office for any failure to perform its obligations, or delay in performing such
obligations, to the extent it can demonstrate to Post Office's satisfaction (Post Office
acting reasonably) that such failure or delay occurred as a result of a Design Limit being
exceeded.
Fujitsu Services shall not be liable for any failure to perform or delay in performing its
obligations and Post Office shall have no right of action against Fujitsu Services in
respect of any costs, expenses, losses or damages arising as a result of:
43.18.1 any fault or problem with, or the unavailability of, the communications links
between the Data Centres and CAPO or LINK (as described in Schedule B3.3
or B4.3, as applicable), subject to Fujitsu Services complying with its obligations
set out in paragraphs 1.3.4(f)(i)(1) and 1.3.4(f)(i)(2) of Schedule B3.3 or
paragraphs 3.4.1 and 3.4.2 of Schedule B4.3, as applicable; or
43.18.2any unauthorised access, hacking or fraud of the kind described in
Clause 43.10.5;
43.18.3 any fault or problem with Configured POL FS or the SAP Loading Applications
related to their configuration by Post Office or a third party on behalf of Post
Office;
43.18.4 the unavailability of Configured POL FS or the SAP Loading Applications due to
any maintenance or support work being required in respect of Configured POL
FS or the SAP Loading Applications that Fujitsu Services is not obliged to
perform;
43.18.5 any failure by any Branch to complete any Branch Trading Statement prior to
the expiry of the 42 day period during which Fujitsu Services retains data for the
period covered by that Branch Trading Statement; or
43.18.6 any failure by any Branch to accept or implement any Transaction Correction
Record,
save to the extent that a failure by Fujitsu Services to perform any of its obligations
(such failure not itself arising as a result of the matters referred to in Clauses 43.18.1 to
43.18.6 inclusive) directly caused such costs, expenses, losses or damages.
Fujitsu Services shall provide to Post Office copies of or access to all relevant records
produced by Fujitsu Services in the course of performing the HNG-X Services (such
records to include, where produced by Fujitsu Services, operational change proposals,
help desk records, release notes, change logs, firewall logs, event records, error logs
and audit records) that Post Office reasonably requires in order to establish the cause of
any failure to perform or delay in performing Fujitsu Services’ obligations, where Fujitsu
Services asserts that Clauses 43.18.1 or 43.18.2 are applicable in respect of such
failure or delay. All information obtained by Post Office pursuant to this Clause 43.19
shall be treated as Confidential Information.
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43.20
43.21
43.22
43.23
In the case of the PostShop Solution Fujitsu Services shall not be liable for any costs,
expenses, losses or damages suffered or incurred by Post Office in relation to
fraudulent activities concerning PostShop Solution EPOS terminal cash handling and/or
reconciliation activities to be conducted by Post Office employees, agents (including,
without limitation, Agents), and/or contractors (or employees, agents or contractors of
the same).
In the case of the PostShop Solution Fujitsu Services shall not be liable for any failure to
perform or delay in performing its obligations and Post Office shall have no right of
action against Fujitsu Services in respect of any costs, expenses, losses or damages
arising as a result of:
43.21.1 any fault or problem with the PSTN network used to provide the PostShop
Services; or
43.21.2 any unauthorised access, hacking or fraud of the kind described in
Clause 43.10.7.
Fujitsu Services shall not be liable for any failure to perform or delay in performing its
obligations and Post Office shall have no right of action against Fujitsu Services in
respect of any costs, expenses, losses or damages arising as a result of:
43.22.1 any fault or problem with, or the unavailability of, any communications links into
the POL MI System which are not the responsibility of Fujitsu Services; or
43.22.2 any unauthorised access, hacking or fraud of the kind described in Clause
43.10.8;
43.22.3 any fault or problem with Configured POL MI related to its configuration by Post
Office or a third party on behalf of Post Office; or
43.22.2 the unavailability of Configured POL MI due to any maintenance or support
work being required in respect of Configured POL MI that Fujitsu Services is not obliged
to perform,
Save to the extent that a failure by Fujitsu Services to perform any of its obligations
(such failure not itself arising as a result of the matters referred to in Clauses 43.22.1 to
43.22.4 inclusive) directly causes such costs, expenses, losses or damages.
Fujitsu Services shall provide to Post Office copies of or access to all relevant records
produced by Fujitsu Services in the course of performing the Operational Services (such
records to include, where produced by Fujitsu Services, operational change proposals,
help desk records, release notes, change logs, firewall logs, event records, error logs
and audit records) that Post Office reasonably requires in order to establish the cause of
any failure to perform or delay in performing Fujitsu Services obligations, where Fujitsu
Services asserts that Clauses 43.22.1 0r43.22.2 are applicable in respect of such failure
or delay. All information obtained by Post Office pursuant to this Clause 43.23 shall be
treated as Confidential Information.
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44. Limitation of Liability
44.1 Neither Party hereto excludes or limits its liability to the other Party:
44.11
44.1.2
44.1.3
44.1.4
for death or personal injury; or
any breach of any obligations implied by Section 12 of the Sale of Goods Act
1979 or Section 2 of the Supply of Goods and Services Act 1982; or
for its fraudulent misrepresentation; or
for its fraud or for fraud for which it is responsible, save (in the case of Fujitsu
Services) where the liability in question would not have arisen but for the
provisions of Clauses 16 or 43.
44.2 Subject always to Clause 44.1, 44.3, 44.4, 44.4A and 44.4B, the liability of each Party
for Defaults shall be subject to the financial limits set out in this Clause 44.2.
44.2.1
44.2.2
The aggregate liability in relation to all Defaults arising during the period 15 May
2002 to 31 March 2003 (inclusive) or in any Financial Year thereafter which
results in direct loss of or damage to the Property of the other Party shall in no
event exceed:
(a) £1,500,000 per Financial Year in the case of a liability of Post Office;
and
(b) £10,000,000 per Financial Year in the case of Fujitsu Services.
The aggregate liability of Post Office for all Defaults:
(a) (other than a Default governed by Clause 44.2.1) arising during the
period 15 May 2002 to 31 March 2003 (inclusive) or in any Financial
Year thereafter shall in no event exceed £4,929,893 per Financial Year;
and
(including a Default governed by Clause 44.2.1) arising at any time after the end
of the last Financial Year shall in no event exceed £8,764,255.
The aggregate liability under this Agreement of Fujitsu Services for all Defaults:
(a) (other than a Default governed by Clauses 44.2.1, 44.2.4 or 44.2.5)
arising during:
(1) the period from 1 January 2003 to 31 March 2003
(inclusive) shall not exceed £1,729,000;
(2) the Financial Year ending on 31 March 2004 shall not
exceed £7,139,000; and
(3) Financial Year NN shall not exceed £7,120,957; and
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(b) (including a Default governed by Clause 44.2.1 but other than a Default
governed by Clauses 44.2.4 or 44.2.5) arising at any time after
the end of the last Financial Year shall not exceed £12,000,000.
For the purposes of sub-clause 44.2.3(a)(3), "Financial Year NN" means, in
relation to a Default by Fujitsu Services liability for which arose after 31 March
2004, the Financial Year in which that liability arose.
44.2.4 Subject to Clause 44.2.5 the aggregate liability of Fujitsu Services for all
Defaults (other than a Default governed by Clause 44.2.1) relating to a
particular Work Order shall not exceed 100% of the Charges payable pursuant
to that Work Order.
44.2.5 Where Fujitsu Services is engaged under a series of related Work Orders
covering two or more of the following Development Lifecycle Stages:
(a) Solution Specification Stage;
(b) Solution Build and Test Stage; and
(c) Implementation Stage,
the aggregate liability of Fujitsu Services for all Defaults (other than a Default
governed by Clause 44.2.1) relating to such Work Orders shall not exceed
100% of the aggregate Charge for all such Work Orders and this limit shall
apply in lieu of the limit in Clause 44.2.4.
44.2.6 The aggregate liability of Fujitsu Services for all Defaults (other than a Default
governed by Clause 44.2.1) relating to NBS prior to NBS Acceptance shall not
exceed 100% of the Network Banking Implementation Charges.
44.2.7 Subject to Clause 44.1, 44.2.4 and 44.2.5 but notwithstanding any other
provision in this Clause 44 (save for Clause 44.2.8 as noted), the aggregate
liability of Fujitsu Services for all Defaults (other than a Default governed by
Clause 44.2.8) relating to the PostShop Solution in any Financial Year shall in
no event exceed 10% of the PostShop Service Charges for the previous
Financial Year or £25,000 whichever is the greater. Any such liability shall
count as part of Fujitsu Services’ aggregate liability under Clause 44.2.3.
44.2.8 Subject to Clause 44.1, 44.2.4 and 44.2.5 but notwithstanding any other
provision in this Clause 44, the aggregate liability of Fujitsu Services for all
Defaults relating to the PostShop Solution which result in direct loss or damage
to the Property of the Post Office shall in no event exceed £1 million. Any such
liability shall count as part of Fujitsu Services’ aggregate liability under
Clause 44.2.1.
44.3 Subject to Clause 44.1 and to the extent permitted at law, the aggregate liability of
Fujitsu Services under Clauses 16 and 43 of this Agreement for the fraud or other
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44.4
44.40
44.4B
44.5
44.6
44.7
criminal activities of its employees or subcontractors shall be limited to £18,387,216 per
Fraud Event.
Subject to Clauses 44.4A, 44.4B and 44.5, the financial limits specified in Clause 44.2.2
and 44.2.3 shall apply to, and limit the Parties’ respective liability for, the aggregate of
all claims for monetary relief arising in the period in question which either Party may
have against the other either under this Agreement, in tort (including negligence),
breach of statutory duty or otherwise in relation to the subject matter of this Agreement,
including, without limitation, all claims arising for Defaults, all claims for liquidated
damages and Post Office Additional Cost pursuant to Clause 18, Schedule B4.4,
Schedule C1 and/or the provisions of the Service Descriptions, all claims to be
indemnified pursuant to Clauses 34, 42 or 43 and all other claims or costs which are
compensatable in money or money's worth as though all such claims for monetary relief
represented liability for Defaults occurring in the period in question.
For the purposes of Clauses 44.2 and 44.4,
a liability or claim for monetary relief arises when the act, omission, event or
circumstance giving rise to that liability or claim occurs; and
Notwithstanding that Clause 44.2 is stated to be subject to Clause 44.4, Clause 44.4
shall not limit:
44.4B.1 __ liability of the type referred to in Clauses 44.1;
44.4B.2 _ liability for Defaults governed by 44.2.1, 44.2.4 or 44.2.5; or
44.4B.3 _ liability governed by Clause 44.3.
The financial limits on the liability of Post Office under Clause 44.2 shall be exclusive of
and additional to any liability of Post Office to pay any Charges, other amounts, the
Transfer Payment, the Termination Charge, any Partial Termination Charge or the HNG-
X Termination Charge which may become properly due and payable to Fujitsu Services
in accordance with the provisions hereof or any sum by way of interest thereon that a
court may award.
Subject always to Clause 44.1, in no event shall either Party be liable to the other Party
for indirect or consequential loss or damage. For the avoidance of doubt, this
Clause 44.6 shall not be deemed or construed to limit or exclude Fujitsu Services’
liability under Clause 43.
The provisions of Clause 44.6 shall not be taken as limiting the right of Post Office to
claim from Fujitsu Services for:
44.7.1 additional operational and administrative costs and expenses; and/or
44.7.2 expenditure or charges rendered unnecessary as a result of any Default by
Fujitsu Services.
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44.8
44.9
44.10
44.11
44.12
45.
46.
46.2
The Parties expressly agree that should any limitation or provision contained in this
Clause be held to be invalid under any applicable statute or rule of law it shall to that
extent be deemed omitted but if any Party thereby becomes liable for loss or damage
which would otherwise have been excluded such liability shall be subject to the other
limitations and provisions set out herein.
For the avoidance of doubt, it is acknowledged that nothing in this Agreement shall be
deemed or construed to relieve either Party of its common law duty to the other Party
against which a claim may be made to mitigate any loss which is the subject of such
claim.
Subject to Clause 44.1, the aggregate liability of Fujitsu Services under the SAP RTU
(including, without limitation, under any indemnity therein) arising in any Financial Year
shall not exceed £1,643,298. Fujitsu Services' liabilities (if any) under the SAP RTU, as
limited by this Clause 44.10, shall count as part of Fujitsu Services’ aggregate liability
under Clause 44.2.3.
The liability of Fujitsu Services in connection with the SAP RTU is as set out in
Clause 44.10 and paragraph 22 of the SAP RTU. In the event and only to the extent of
any conflict between: (i) Clauses 44.10 and paragraph 22 of the SAP RTU; and (ii) any
other Clause, then Clause 44.10 and paragraph 22 of the SAP RTU shall prevail.
Each of the sums referred to in Clauses 44.2.2, 44.2.3(a)(3), 44.3 and 44.10 shall be
increased at the end of the Financial Year ending on or around 31 March, 2007 and at
the end of each subsequent Financial Year by an amount equal to the difference
(expressed as a percentage) between the level of the Retail Price Index most recently
published in respect of December of the Financial Year in question and the level of the
Retail Price Index in December of the preceding Financial Year.
Insurance
Fujitsu Services shall to the extent reasonably possible insure or make provision for
self-insurance against all losses and damages which are the result of its fault or
negligence in performing the Services, including workman's compensation, public
liability, product liability, property damage and professional indemnity. Fujitsu Services
will, if requested in writing by Post Office, produce to Post Office a certificate of
insurance showing the applicable coverage currently in force, and will also give Post
Office prior written notice of (where possible), or written notice no later than 30 days
after, alteration or cancellation of such insurance.
PART G: TERMINATION AND EXIT
Term
The term of this Agreement shall, unless terminated earlier in accordance with the
provisions of Clause 47 or extended in accordance with the provisions of Clause 46.2,
be for a period commencing on the 28 July 1999 and ending on 31 March 2015.
If Post Office wishes to extend the term of this Agreement, it shall notify Fujitsu Services
in writing at least 18 months before the expiry of this Agreement, and the Parties shall
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47.
47.1
meet within 20 Working Days of receipt of such notice and shall use their reasonable
endeavours to agree an extension to the term of this Agreement.
Termination
Termination of whole Agreement
Post Office may at any time by notice in writing terminate this Agreement with effect
from the date of service of such notice or such later date as may be specified therein if:
47.1.1
47.1.2
47.1.3
47.1.4
47.1.5
there is a change of control, as defined by Section 416 of the Income and
Corporation Taxes Act 1988, in Fujitsu Services or the Guarantor; or
Fujitsu Services or the Guarantor, being an individual, or where Fujitsu Services
or the Guarantor is a firm, any partner or partners in that firm who together are
able to exercise direct or indirect control, as defined by Section 416 of the
Income and Corporation Taxes Act 1988, shall at any time become bankrupt or
shall have a receiving order or administration order made against him or shall
make any composition or arrangement with or for the benefit of his creditors, or
shall make any conveyance or assignment for the benefit of his creditors, or
shall purport to do so, or appears unable to pay or to have no reasonable
prospect of being able to pay a debt within the meaning of Section 268 of the
Insolvency Act 1986 or he shall become apparently insolvent within the meaning
of the Bankruptcy (Scotland) Act 1985 as amended by the Bankruptcy
(Scotland) Act 1993 or any application shall be made under any bankruptcy or
insolvency act for the time being in force for sequestration of his estate, or a
trust deed shall be granted by him for the benefit of his creditors; or any similar
event occurs under the law of any other jurisdiction; or
Fujitsu Services or the Guarantor, being a company, passes a resolution, or the
Court makes an order that Fujitsu Services or the Guarantor be wound up
otherwise than for the purpose of a bona fide reconstruction or amalgamation,
or a receiver, manager or administrator on behalf of a creditor is appointed in
respect of the business or any part thereof (which for the avoidance of doubt
shall not include any subsidiary company of Fujitsu Services or of the
Guarantor) of Fujitsu Services or the Guarantor, or circumstances arise which
entitle the Court or a creditor to appoint a receiver, manager or administrator or
which entitle the Court otherwise than for the purpose of a bona fide
reconstruction or amalgamation to make a winding-up order, or Fujitsu Services
or the Guarantor is unable to pay its debts within the meaning of Section 123 of
the Insolvency Act 1986 or any similar event occurs under the law of any other
jurisdiction; or
any provision hereof other than Clause 47 expressly entitles Post Office to
terminate this Agreement; or
the circumstances in Clause 60.5 arise and either the obligation in question is
not capable of being performed again, or, if it is so capable, is not so performed
again within 30 days of written notice to Fujitsu Services specifying the
obligation in question and requiring it to be performed or within such other
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47.2
47.3
47.4
47.5
47.6
period as may be requested by Fujitsu Services and agreed by Post Office,
such agreement not to be unreasonably withheld or delayed.
Post Office may at any time by notice in writing terminate this Agreement with effect
from the date of service of such notice or such later date as may be specified therein, if
Fujitsu Services is in material or persistent Default of any obligation under this
Agreement (other than a Default that gives the Post Office a right under Clause 47.11 to
terminate Project HNG-X only) and:
47.2.1 such Default is capable of remedy and Fujitsu Services shall have failed to
remedy the Default within 30 days of written notice to Fujitsu Services specifying
the Default and requiring its remedy or within such other period as may be
requested by Fujitsu Services and agreed by Post Office, such agreement not to
be unreasonably withheld or delayed; or
47.2.2 such Default is not capable of remedy (and for the purposes of this Clause 47.2,
failure to comply with a timescale shall not of itself be considered a Default not
capable of remedy).
In the event that Project HNG-X is lawfully terminated by Post Office pursuant to
Clause 47.11.1, Post Office may at any time following such termination serve a notice in
writing on Fujitsu Services, following which Post Office shall have the right to terminate
this Agreement on at least six months’ notice, provided that in exercising such right Post
Office will not be able to terminate this Agreement prior to 1 April 2010.
Fujitsu Services may at any time by notice in writing to Post Office terminate this
Agreement with effect from the date of service of such notice or such later date as may
be specified therein, in the event of the material or persistent failure by Post Office to
pay Charges which have not been disputed by Post Office and Post Office shall have
failed to remedy such failure to pay within 30 days of written notice to Post Office
specifying such failure to pay and requiring its remedy or within such other period as
may be requested by Post Office and agreed by Fujitsu Services, such agreement not
to be unreasonably withheld or delayed.
In the event of any termination of this Agreement pursuant to Clause 47.1, Clause 47.2,
Clause 47.4, Clause 47.7 or termination of a Terminable Service pursuant to
Clause 47.10, Post Office shall return the Infrastructure or any part thereof (other than
any part (a) in relation to which it has exercised the option to acquire under Clause 48
and (b) (in the event of Partial Termination of a Terminable Service) that is required for
continuing Services or for a Next Supplier), in which case Fujitsu Services shall at no
additional cost to Post Office, remove such parts of the Infrastructure as soon as
reasonably practicable and shall make good any damage to the Post Office Premises
occasioned by such removal.
Post Office shall only be permitted to exercise its rights pursuant to Clause 47.1.1 for
three months after each such change of control and shall not be permitted to exercise
such rights where Post Office has agreed in advance in writing to the particular change
of control and such change of control takes place as proposed. Fujitsu Services shall
notify Post Office in advance of any change of control taking place, if legally possible, or
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47.7
47.8
47.9
47.10
if not so possible as soon as reasonably practicable, and in any event no later than one
month after such change of control taking place.
Post Office may terminate this Agreement by giving Fujitsu Services not less than
twelve months’ notice. In the event of such notice being given, Post Office shall on
termination hereof pay to Fujitsu Services the Termination Charge calculated in
accordance with Schedule E.
Termination shall not prejudice or affect any right of action or remedy which shall have
accrued or shall thereafter accrue to either Party.
The provisions of Clauses 10.1.2, 25, 27, 31 (to the extent applicable in respect of the
Transfer Services), 33.2, 34, 39.3, 43, 44, 47, 48, 50, 53, 56, 57, 59, 61, 62, 65, 67, 68,
69, 70, 71, 72, the provisions of Schedules 1, D1, D5 and E, paragraphs 2.2.3.4 and 2.4
of Schedule B4.1 and paragraph 3.4 of Schedule D3 shall survive the termination of this
Agreement by Post Office or Fujitsu Services or the expiry of this Agreement.
Partial Termination
Post Office may in the manner and in the circumstances set out in this Clause 47.10
terminate the provision of one or more Terminable Services.
47.10.1 Market Testing
If entitled to terminate a Terminable Service under paragraph 4.3.3(b)(ii) of
Schedule D6, Post Office may, by giving Fujitsu Services not less than six
months' notice in writing, terminate that Terminable Service.
47.10.2 Convenience
(a) Post Office may terminate the provision of any Terminable Service on or
after the earliest date for termination or occurrence of the event required
for termination of that Service specified in Annex 1 to Schedule E by
giving Fujitsu Services not less than twelve months’ notice in writing. In
the event such notice is given, a Partial Termination Charge shall be paid
by Post Office to Fujitsu Services upon such Partial Termination.
(b) Post Office may terminate the provision of the CMT Service by giving
Fujitsu Services not less than one month's notice in writing. No
termination or compensation charge shall be payable to Fujitsu Services
in the event of such termination and the provisions of Schedules D6 and
E shall not apply in respect of the CMT Service.
(c) Post Office may terminate the provision of the PostShop Service by
giving Fujitsu Services not less than twelve months’ notice in writing. No
termination or compensation charge shall be payable to Fujitsu Services
in the event of such termination and the provisions of Schedules D6 and
E shall not apply in respect of the PostShop Service.
(d) Unless the Parties agree otherwise in the relevant CCN:
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(i) Post Office may terminate the provision of any Service
Integration Service or Third Party Management Service
introduced under the Change Control Procedure after the date of
signature of CCN1200 by giving not less than twelve months’
notice in writing; and
(ii) no termination or compensation charge shall be payable to
Fujitsu Services in the event of such termination and the
provisions of Schedules D6 and E shall not apply in respect of
any such Service Integration Service or Third Party Management
Service.
Termination of Project HNG-X
Subject to Clause 47.11.3 at any time prior to HNG-X Initial Acceptance, Post Office
may terminate Project HNG-X:
47.11.1 by notice in writing, with effect from seven days after service of such notice or
such later date as may be specified therein, if Fujitsu Services is in material
Default of any obligation under this Agreement in relation to Project HNG-X
(and for the purposes of this Clause 47.11.1 only, “material Default” includes
any persistent Default which by reason of its persistence has become material)
and:
(a)
(b)
such Default is capable of remedy and Fujitsu Services shall have failed
to remedy the Default within 30 days of written notice to Fujitsu Services
(i) specifying that it is given pursuant to this Clause 47.11.1(a), (ii) giving
details of the Default and why it is considered to be material and (iii)
requiring its remedy, or within such other period as may be requested by
Fujitsu Services and agreed by Post Office, such agreement not to be
unreasonably withheld or delayed; or
such Default is not capable of remedy (and for the purposes of this
Clause 47.11.1, failure to comply with a timescale shall not of itself be
considered a Default not capable of remedy) and Post Office shall have
given written notice to Fujitsu Services (i) specifying that it is given
pursuant to this Clause 47.11.1(b) and (ii) giving details of the Default and
why it is considered to be material;
47.11.2by notice in writing, specifying that it is given under this Clause 47.11.2, with
effect from 30 days from the service of such notice. In the event of notice being
given in accordance with this Clause 47.11.2, Post Office shall pay to Fujitsu
Services upon termination of Project HNG-X the HNG-X Termination Charge.
47.11.3 Post Office shall not be entitled to exercise its right of termination under Clause
47.11.2 unless HNG-X Initial Acceptance has not occurred by, or is reasonably
expected not to occur by, 15 July 2009.
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47.12
47.13
47.14
47.15
Notwithstanding the termination of Project HNG-X in accordance with Clause 47.11:
47.12.1 the Services shall continue to be provided using the Infrastructure until such
time that this Agreement expires in accordance with Clause 46 unless the
Agreement is terminated earlier in accordance with the other provisions of this
Clause 47; and
47.12.2the Associated Change Activities shall be implemented in accordance with
Clause 6 and any remaining Associated Change Development and hardware
and software procurement required for such implementation specified in
Schedule B5 shall be paid for by Post Office in accordance with Schedules D7
and D8 (as applicable).
If Project HNG-X is terminated under:
47.13.1 Clause 47.11.1 or Clause 47.15 (but only as a consequence of the Agreement
terminating pursuant to Clauses 47.1 or 47.2), then Fujitsu Services shall at its
own cost reinstate the Horizon Applications to those Branches in which the
Business Capabilities and Support Facilities have been rolled out; or
47.13.2 Clause 47.11.2 or Clause 47.15 (but only as a consequence of the Agreement
terminating pursuant to Clauses 47.4 or 47.7), then Fujitsu Services shall
reinstate the Horizon Applications to those Branches in which the Business
Capabilities and Support Facilities have been rolled out. Fujitsu Services’
charges for such reinstatement shall be paid by Post Office and shall be an
amount equal to Fujitsu Services’ costs multiplied by 100 and divided by 78,
provided that such costs are subject to verification under the Open Book
procedure.
If at the date upon which Project HNG-X is terminated in accordance with Clause 47.11,
the move of Data Centres to Fujitsu Services’ premises has been completed, such
move will not be reversed following termination in order that the Services may continue
to be provided using the Data Centres located at Fujitsu Services’ premises. To the
extent that prior to termination of Project HNG-X Data Centre equipment has been put
in place and which relate only to the HNG-X Service Infrastructure, such equipment
shall be decommissioned following termination and the costs of such decommissioning
shall be borne by either Party in accordance with Clause 47.13.
lf, for any reason, Post Office or Fujitsu Services gives notice to terminate this
Agreement prior to HNG-X Initial Acceptance, Project HNG-X shall terminate, subject to
Clause 47.16, two weeks after the date of service of such notice, unless the Parties
agree otherwise in accordance with the Change Control Procedure. Any notice
purporting to terminate Project HNG-X given after notice to terminate the Agreement
has been given shall be deemed to be invalid and of no effect. If notices to terminate
the Agreement and Project HNG-X are given on the same day, the notice to terminate
Project HNG-X shall be deemed to have been given first.
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48.
48.2
If Project HNG-X is terminated in accordance with Clause 47.15, Fujitsu Services shall,
where the Business Capabilities and Support Facilities have been rolled out in
Branches, continue to provide the HNG-X Services using the Business Capabilities and
Support Facilities in those Branches until the Horizon Applications have been reinstated
in accordance with Clause 47.13.
Rights on termination and expiry of this Agreement, Partial Termination and
termination of Project HNG-X
In the event of termination or expiry of this Agreement or termination of Project HNG-X
or, any Terminable Service for any reason whatsoever, Post Office shall, without
prejudice to Post Office's other rights and remedies but subject to payment of all sums.
due and payable to Fujitsu Services up to the date of termination or (if applicable)
expiry, have the option (subject to Clause 48.2.3), exercisable in the applicable period
referred to in the General Exit Plan or HNG-X Exit Plan (as applicable), to acquire from
Fujitsu Services or to require Fujitsu Services to permit the Next Supplier to acquire
from it, in consideration of the Transfer Payment the Project Assets which shall
comprise:
48.1.1 any or all of the hardware that is comprised within the Infrastructure and/or that:
(a) _ is being used; or
(b) had previously been used in Branches and is no longer being used (other
than any such hardware that is no longer being used because it was
replaced by spare, upgraded or alternative equipment),
in each case in connection with the performance of the Services (other than
where such hardware is either (i) not owned by Fujitsu Services or any of its
subsidiary companies or (ii) those shared elements of the Infrastructure referred
to in Clause 35.3); and
48.1.2 the right to require that Fujitsu Services shall assign or novate, or (if assignment
or novation is not possible) arrange for the benefit thereof to be transferred, in
favour of Post Office or to any person as may be designated for the purpose by
Post Office any sub-contracts, equipment rental or lease agreements and all
other agreements (other than employment agreements and agreements in
relation to Third Party Software, Third Party Items or Non-standard Third Party
Materials) entered into by Fujitsu Services which are necessary to the
performance of the Services as Post Office may designate,
provided that, if termination is in respect of Project HNG-X or a Terminable Service
rather than the entire Agreement, the above provisions shall apply only to those Project
Assets (or, in the case of agreements, that part thereof) that are not reasonably required
by Fujitsu Services for the provision of any continuing Services under this Agreement.
Notwithstanding the generality of Clause 48.1 Post Office agrees:
48.2.1 only to exercise its rights under such Clause to the extent that the relevant
Project Assets apply to, and are required for the provision or receipt of the
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Services or Terminable Services that are the subject of the termination or are
otherwise to be provided pursuant to Schedule E (including, for the avoidance
of doubt, the Exit Plan);
48.2.2 the rights provided for in Clauses 48.1 shall not apply to the PostShop Solution;
and
48.2.3 in the case of Partial Termination of the Engineering Service, that it shall acquire
or shall ensure that the Next Supplier acquires from Fujitsu Services all of the
Project Assets referred to in Clause 48.1.1 that relate to the Engineering
Service comprising the Counter Equipment used in Branches up to the network
connection sockets in each Branch, as well as spare Counter Equipment held
by Fujitsu Services intended for such use.
48.3 In the event that Post Office exercises any of the options in Clause 48.1 or Clause
48.2.3 applies, Post Office shall pay to Fujitsu Services on completion of such option or,
in the case of Clause 48.2.3, such acquisition, a sum equal to the Transfer Payment. If
Post Office exercises the option in Clause 48.1 in respect of any Partial Termination or
in respect of termination of Project HNG-X or Clause 48.2.3 applies, the Project Assets
acquired by it shall cease to form part of the Infrastructure and this Agreement shall be
amended accordingly as provided in Schedule E.
48.4 In the event that this Agreement or a Terminable Service is terminated as provided for
herein:
48.4.1 Fujitsu Services shall return to Post Office all Property of the Royal Mail Group
in the possession of Fujitsu Services that is not required for the provision of any
continuing Services under this Agreement.
48.4.2 Fujitsu Services shall, after being given notice of termination, render all
practicable assistance to Post Office, if requested, to the extent necessary to
effect an orderly assumption by Post Office or a replacement contractor of the
services theretofore performed by Fujitsu Services under this Agreement and
Post Office shall reimburse Fujitsu Services for such assistance at the rates
then prevailing for customers of Fujitsu Services for the same or similar
services.
48.4.3 Upon termination, Post Office shall be entitled to offer employment (or an
agreement for services with Post Office) to any employee or sub-contractor
(being an individual) (“Worker”) of Fujitsu Services who has during the six
months prior to such offer been involved for at least 75 percent. of his
contracted working time in performing Fujitsu Services’ obligations under this
Agreement which are the subject of the termination. Fujitsu Services agrees
that if that Worker accepts such offer Fujitsu Services shall release that Worker
from any breach of contract with it (other than in relation to such person's
obligations of confidentiality and notice of termination) which such acceptance
may otherwise involve.
48.4.4 As soon as possible following any notice of termination being given (in the case
of an early termination of this Agreement or Partial Termination) and no later
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48.4.5
48.4.6
48.4.7
than three months prior to the expiry of this Agreement at the end of the term
set out in Clause 46.1, Fujitsu Services shall at the request of Post Office
provide to Post Office (or to the Next Supplier nominated by Post Office) a list
providing details of the terms of employment of all Fujitsu Services personnel
who are then employed in the performance of the Services or the relevant
Terminable Service or Services (as the case may be) as reasonably required by
Post Office in order to permit compliance with the Transfer of Undertakings
(Protection of Employment) Regulations 2006 by Post Office or Next Supplier,
save that nothing in this Clause 48.4.4 shall have the effect of requiring Fujitsu
Services to produce information in breach of the Data Protection Act 1998 or in
breach of any express duty of confidentiality which Fujitsu Services may owe to
the Fujitsu Services personnel. In such circumstances, Fujitsu Services shall
use its reasonable endeavours to obtain appropriate consent for the release of
such information.
Without prejudice to Fujitsu Services’ rights and remedies under Clause 48.4.7,
Fujitsu Services shall fully indemnify Post Office from and against any and all
liabilities which Post Office may incur in connection with or as a result of any
claim or demand whatsoever by any employee or former employee of Fujitsu
Services or of any of Fujitsu Services’ sub-contractors or agents in respect of
his employment with Fujitsu Services or such sub-contractor or agent (or,
pursuant to the application of the Transfer of Undertakings (Protection of
Employment) Regulations 2006, with Post Office or the Next Supplier) and/or its
termination save to the extent such claim or demand both (i) is made by an
employee identified within the relevant employment details referred to in
Clause 48.4.4 as transferring pursuant to the Transfer of Undertakings
(Protection of Employment) Regulations 2006 and (ii) relates to employer's
obligations accruing after the said transfer of employment which are clearly
identified within the relevant employment details.
Without prejudice to Fujitsu Services’ rights and remedies under Clause 48.4.7,
in the event that the Transfer of Undertakings (Protection of Employment)
Regulations 2006 apply on Partial Termination for any reason pursuant to
Clause 47.10, Fujitsu Services shall indemnify Post Office against all claims,
demands and actions which are made or brought against Post Office and
against any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with any failure by Fujitsu
Services or any of its sub-contractors or agents to comply with its or their
obligations under Regulation 13 of the Transfer of Undertakings (Protection of
Employment) Regulations 2006 save to the extent such failure is attributable to
the failure of Post Office or a Next Supplier to comply with its obligations under
the same Regulation.
In the event of any claim or demand being made or action brought to which
Clause 48.4.5 or 48.4.6 applies, Post Office shall promptly notify Fujitsu
Services of such claim, demand or action. Fujitsu Services shall at its own
expense conduct all negotiations for settlement of the same and any legal
proceedings that may arise therefrom. Post Office shall, and shall use
reasonable endeavours to procure that its sub-contractors, agents and
employees shall, at the request of Fujitsu Services, afford all reasonable
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48.4.8
48.4.9
assistance for the purpose of contesting any such claim, demand or action.
Fujitsu Services shall promptly reimburse any reasonable expense incurred by
Post Office in so doing. Post Office shall not make any admissions which may
be prejudicial to the defence of any such claim, demand or action.
In the event that the Transfer of Undertakings (Protection of Employment)
Regulations 2006 apply on Partial Termination for any reason pursuant to
Clause 47.10, Post Office shall indemnify Fujitsu Services against all claims,
demands and actions which are made or brought against Fujitsu Services and
against any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with:
(a) any failure by Post Office or any Next Supplier to comply with its
obligations under Regulation 13 of the Transfer of Undertakings
(Protection of Employment) Regulations 2006 save to the extent such
failure is attributable to the failure of Fujitsu Services, any of its sub-
contractors or agents to comply with its or their obligations under the
same Regulation; and
(b) any change in the terms and conditions of employment of the employees
identified within the relevant employment details referred to in Clause
48.4.4 made by Post Office or a Next Supplier on or after the transfer
date or any change in the terms and conditions of the employment of the
employees identified within the relevant employment details referred to in
Clause 48.4.4 proposed by the Post Office or a Next Supplier and
whether before, on or after the transfer date but only to the extent in each
case such change or proposed change in the terms and conditions of
employment constitutes a repudiatory breach of the relevant employee's
contract of employment or involves a substantial change in his working
conditions to his material detriment.
Without prejudice to Post Office's rights and remedies under Clauses 48.4.4
and 48.4.10, in the event of Partial Termination for convenience pursuant to
Clause 47.10.2, Post Office shall indemnify Fujitsu Services against any claims,
demands and actions which are made or brought against Fujitsu Services and
against any costs, liabilities, awards, decisions, losses and expenses (including
reasonable legal fees) arising out of or in connection with any act or omission of
Post Office or any Next Supplier in respect of the employment of the employees
identified within the relevant employment details referred to in Clause 48.4.4 on
or after the date of such Partial Termination. The indemnity referred to in this
Clause 48.4.9 shall not apply in relation to any Worker who makes or brings a
claim, demand or action referred to in this Clause 48.4.9 to the extent that
Fujitsu Services has failed to comply with its obligation under Clause 48.4.3 in
respect of such Worker.
48.4.10 In the event of any claim or demand being made or action brought to which
Clause 48.4.8 or 48.4.9 applies, Fujitsu Services shall promptly notify Post
Office of such claim, demand or action. Post Office shall at its own expense
conduct all negotiations for settlement of the same and any legal proceedings
that may arise therefrom. Fujitsu Services shall, and shall use reasonable
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48.5
48.6
48.7
48.8
endeavours to procure that its sub-contractors, agents and employees shall, at
the request of Post Office, afford all reasonable assistance for the purpose of
contesting any such claim or demand or action. Post Office shall promptly
reimburse Fujitsu Services any reasonable expense incurred by Fujitsu
Services in so doing. Post Office shall not make any admissions which may be
prejudicial to the defence of any such claim or demand or action.
All the assets to be acquired pursuant to the exercise by Post Office of its option under
Clause 48 shall be acquired and any software, documents materials or other things
provided by Fujitsu Services pursuant to the licences granted under Clauses 48.8 to
48.13 shall be provided "as is", but (apart from such licences) free from encumbrances
and the Parties agree that all express and implied warranties and conditions relating to
such assets are excluded to the full extent permitted by law.
The Parties have agreed to populate the CCD entitled “Transfer Asset Register”
(COM/MGT/REP/0001) with details of all Software data, tools, utilities, documentation
and other items necessary to perform the Services and run the Applications (and to
indicate those that relate exclusively to a Terminable Service and those that are shared
between one Terminable Service and another Service or Services), and to agree, in
accordance with the guidance contained in that CCD, the most appropriate treatment of
such item. Notwithstanding any other provision of this Agreement, the categorisation
and proposed treatment of such items agreed in that CCD shall take precedence over
Clause 48.13 which shall be deemed superseded by such CCD when agreed by the
Parties.
In the event that:
48.7.1 a Terminable Service is terminated pursuant to Clause 47.10.1 or 47.10.2; or
48.7.2 this Agreement expires or is terminated as provided for herein (other than by
Fujitsu Services pursuant to Clause 47.4),
the provisions of Clauses 48.8 to 48.13 (inclusive) shall apply, provided that where
termination is in respect of a Terminable Service rather than the entire Agreement, those
Clauses shall apply only to that Service and any software, documents and materials that
were used in the provision or receipt of that Service.
Subject to:
48.8.1 the payment of the Termination Charge in the case of termination of the
Agreement by Post Office pursuant to Clause 47.7;
48.8.2 the payment of the Partial Termination Charge in the case of Partial Termination
by Post Office pursuant to Clause 47.10.2; and
48.8.3. in all cases, Clause 48.9,
Fujitsu Services shall grant to Post Office a non-exclusive, perpetual, irrevocable
licence to use, modify, adapt, enhance and develop all documents, software or other
materials or things in which Fujitsu Background IPRs vest that:
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48.9
48.8.4 exist at the date of termination;
48.8.5 Post Office has the right to use at the date of termination in the receipt of the
Relevant Services; and
48.8.6 are reasonably necessary for the purposes ("Background IPR Purposes") of
Post Office making use of the Project Assets transferred to it under Clause 48.1
and the rights granted to it under Clauses 29 and 30 in respect of Post Office
Foreground IPR and Licensed IPR (including, without limitation, any Fujitsu
Background IPRs relating to (i) the configuration of the Project Assets, Post
Office Foreground IPR or Licensed IPR or (ii) the configuration of the Project
Assets, Post Office Foreground IPR or Licensed IPR with any other assets used
by Fujitsu Services at the date of termination in the provision of the Relevant
Services).
Post Office shall not use, modify, adapt, enhance or develop any document, software or
other material or thing licensed to it under this Clause 48.8 for any purpose other than
the Background IPR Purposes. Post Office shall be entitled to grant sub-licences of its
rights under this Clause to third parties, other than those whose use of Fujitsu
Background IPR is not for the purposes of providing services to Post Office for Post
Office’s business, provided that such third parties shall have entered into an Agreed
Form NDA.
In the event that Fujitsu Services is able to demonstrate to the reasonable satisfaction of
Post Office, that a document, piece of software or other material which would be (but for
this Clause) the subject of the licence granted under Clause 48.8 is made generally
available by a member of the Fujitsu Services Group and licensed by that member on
commercial terms to at least two other third parties, then Fujitsu Services shall grant a
licence or procure that a licence is granted to Post Office of that document, software or
material on terms (including the amount of any royalty or fee) which are no less
favourable to Post Office than the commercial terms in place with any such third parties.
In all other respects the licence granted pursuant to Clause 48.8 shall be royalty-free.
48.10 Subject to:
48.10.1 the payment of the Termination Charge in the case of termination of the
Agreement by Post Office pursuant to Clause 47.7;
48.10.2 the payment of the Partial Termination Charge in the case of Partial Termination
by Post Office pursuant to Clause 47.10.2; and
48.10.3 in all cases, Clauses 48.11 and 48.12,
Fujitsu Services shall:
48.10.4to the extent that any software, documents or other materials in which the
Intellectual Property Rights are owned by a third party (other than Third Party
Items and Horizon Third Party Software) are used by the Parties (or which the
Parties have the right to use) at the date of termination to provide or receive the
Relevant Services over the Horizon Service Infrastructure using the Horizon
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Applications, use reasonable endeavours to procure that Post Office is granted
the rights to use such software, documents or materials on normal fair and
commercial terms; and
48.10.5in respect of the HNG-X Service Infrastructure and Business Capabilities and
Support Facilities, in the event that Post Office consented to the use of Non-
standard Third Party Material which is used by the Parties (or which the Parties
have the right to use) at the date of termination to provide or receive the
Relevant Services and the Parties could not obtain the rights referred to in
Clause 30.10 at the time intended by that Clause, use reasonable endeavours
to procure that Post Office is granted the rights to use such Non-standard Third
Party Material.
48.11 In the case of both Clause 48.10.4 and Clause 48.10.5:
48.11.1 the use of reasonable endeavours by Fujitsu Services shall include without
limitation, jointly approaching the relevant third party with Post Office or
providing reasonable assistance to Post Office in its negotiations with such third
party;
48.11.2 Fujitsu Services shall not be obliged to pay any licence fees or incur any other
external costs or expenses in relation to such assistance or negotiations; and
48.11.3 Fujitsu Services shall use reasonable endeavours to obtain rights of use which
are non-exclusive and on such terms which do not detract from Post Office's or
the Next Supplier’s ability to provide Replacement Services.
48.12 Where this Agreement terminates prior to the occurrence of Trigger Point T6 (Counter
Application Rollout Complete), the applicable provisions of paragraph 2 of Schedule B4.1
shall apply in respect of the Escher Upgrade Software.
48.13 Without limiting the generality of Clause 48.8, the licences granted pursuant to that
Clause shall permit use by all members of the Royal Mail Group and End Users and,
subject to Clause 48.6, shall pertain to the versions of all software, tools, utilities,
documentation and other materials that are then in use by Fujitsu Services in the
provision of the Relevant Services and Fujitsu Services shall deliver one copy of each of
such to Post Office promptly following the date of termination (including an up-to-date
copy of archive and back-up versions of any software), provided that where Fujitsu
Services is unable to provide any such version of software, tools or utilities it shall provide
Post Office with the then commercially available version of such software, tools and
utilities.
Interface Costs
48.14 Fujitsu Services shall bear or Post Office shall pay to Fujitsu Services the Interface Costs
arising in connection with any Partial Termination in accordance with the provisions of
Schedule E.
Termination Charge Credit
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48.15 The provisions of CCN 1246 relating to credits due to Post Office upon termination or
49.
50.
51.
52.
53.
54.
expiry of the Agreement shall apply upon termination or expiry of this Agreement.
PART H: GENERAL
Additional Resources
In the event that the Services are not provided in accordance with all applicable
provisions hereof as a result of the Default of Fujitsu Services, Fujitsu Services shall, at
the request of Post Office and without prejudice to Post Office's other rights and
remedies, arrange all such additional resources as are reasonably necessary to correct
the said failure as early as practicable thereafter and at no additional charge to Post
Office.
Recovery of Sums Due
If any sum of money shall be due from Fujitsu Services under this Agreement, the same
may be deducted from any sum then due or which at any time thereafter may become
due to Fujitsu Services under this Agreement. There shall be no other right of set-off or
deduction in respect of sums due to Fujitsu Services under this Agreement.
Authority and Approval
Fujitsu Services warrants and represents that it has full capacity and authority and all
necessary consents (including but not limited to, where its procedures so require, the
consent of its Parent Company) to enter into and to perform this Agreement and that
this Agreement is executed by a duly authorised representative of Fujitsu Services.
Statements and Representations
Fujitsu Services warrants and represents that all statements and representations made
to Post Office in connection with tendering for and entering into this Agreement or CCN
1200 were, to the best of its knowledge, information and belief, true and accurate at the
time of making such statements and representations and that, from the date of
execution hereof, it will advise Post Office of any fact, matter or circumstance of which it
may become aware which would render any such statement or representation to be
false or misleading.
Disclaimer of Implied Terms
Except as expressly stated in this Agreement, all terms, warranties and conditions,
whether express or implied by statute, common law or otherwise (including but not
limited to satisfactory quality and fitness for purpose) are hereby excluded to the extent
permitted by law.
Waiver
No forbearance or delay by any Party in enforcing its rights will prejudice or restrict the
rights of that Party, subject to the express timescales set out herein, and no waiver of
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55.
55.2
55.3
56.
56.2
56.3
56.4
any such rights or of any breach of any contractual term will be deemed to be a waiver
of any other right or of any later breach.
Relationship of Parties
Post Office shall control the rights for using and marketing the Services provided in
Branches. Fujitsu Services shall have no control over the use or marketing of the
Services.
Except as otherwise agreed from time to time between Post Office and Fujitsu Services,
Post Office will retain control itself of its critical business processes and relationships,
such as:
55.2.1 customer interface, including quality of service (such as queuing time and other
customer charter measures) to its customers, network format, location of offices
and service standards;
55.2.2 contractual relationships with Agents;
55.2.3 contractual relationships with its clients;
55.2.4 policy control of its network;
55.2.5 its reconciliation, settlement and key infrastructure support processes;
55.2.6 its relationship with its suppliers; and
55.2.7 its product and service design.
Fujitsu Services’ and its subcontractors’ contacts with Agents shall be arranged only via
Post Office.
Publicity
No public announcement or public circular (including a media release) relating to the
subject matter of this Agreement will be made unless it has first been agreed between
the Parties in writing. This restriction shall not apply to any announcement intended
solely for internal distribution by the Party in question or any disclosure required by any
legal, accounting or regulatory requirement.
Each Party shall take all reasonable steps to ensure the observance of the provisions of
Clause 56.1 by all its employees, agents, consultants and sub-contractors.
Fujitsu Services shall have no right to use the brand or logo of any Royal Mail Group
member without Post Office's prior written consent. Fujitsu Services shall have no right
to use the brand or logo of any part of Post Office without Post Office's prior written
consent.
Fujitsu Services shall do nothing to injure such logos and brands or the reputation of
Post Office and, if it uses such brands or logos, it shall take all reasonable steps to
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56.5
57.
57.2
enable Post Office to protect such logos and brands and the reputation of Post Office
but in no event less than the steps it would take in relation to its own logos, brands and
reputation.
Post Office shall have no right to use the brands or logo of Fujitsu Services or its sub-
contractors without Fujitsu Services’ prior written consent. Post Office shall do nothing
to injure such logo and brands or the reputation of Fujitsu Services or its sub-contractors
and, if it uses such brands or logos, it shall take all reasonable steps to enable Fujitsu
Services and its sub-contractors to protect such logo and brands and the reputation of
Fujitsu Services and its sub-contractors, but in no event less than the steps it would take
in relation to its own logos, brands and reputation.
Communications & Notices
Except where expressly stated otherwise, a notice under this Agreement shall only be
effective if it is in writing and sent to a Party at its address or number and for the
attention of the individual set out below:
PARTY AND ADDRESS FACSIMILE TELEPHONE
TITLE OF INDIVIDUAL
Post Office Limited 3rd Floor,
148, Old Street,
London,
EC1V 9HQ
For the attention of:
Contract Manager (FS)
Fujitsu Services Limited
Lovelace Road,
Bracknell,
For the attention of: Berkshire,
Business Unit Director RG12 8SN
Post Office Account
Fujitsu Services Limited
Provided that a Party may change its notice details on giving notice to the other Party of
the change in accordance with this Clause.
Any notice given under this Agreement in accordance with Clause 57.1 shall, in the
absence of earlier receipt, be deemed to have been duly given as follows:
57.2.1 if delivered personally, on delivery;
57.2.2 if sent by first class post, two clear Working Days after the date of posting; and
57.2.3 if sent by facsimile, at the expiration of four hours after the time it was
transmitted,
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58.
58.2
58.3
58.4
58.5
provided that in each case where delivery by hand or by facsimile occurs after 6.00 p.m.
on a Working Day or on a day which is not a Working Day, service shall be deemed to
occur at 9.00 a.m. on the next following Working Day.
Transfer and Sub-Contracting
This Agreement is personal to Fujitsu Services. Fujitsu Services shall not assign,
novate, sub-contract or otherwise dispose of this Agreement or any part thereof without
the previous written consent of Post Office.
Subject to Clause 58.5 Post Office hereby consents to Fujitsu Services having
subcontracted its obligations specified in Schedule C2 to the respective sub-contractors
specified therein. Additional or substitute sub-contractors may be approved from time to
time in accordance with Clause 58.1 after the date hereof, in which case Schedule C2
shall be amended accordingly. Notwithstanding any sub-contracting permitted in this
Agreement, Fujitsu Services shall remain primarily responsible for the acts and
omissions of its sub-contractors committed by them in the course of performing or
purporting to perform any of Fujitsu Services' obligations on Fujitsu Services’ behalf as
though such acts or omissions were its own.
Post Office shall be entitled to assign, novate or otherwise dispose of its rights and
obligations under this Agreement or any part thereof (including, where appropriate,
requiring the grant by Fujitsu Services or its licensors of a direct licence of any Software
other than Third Party Software, and requiring Fujitsu Services to use all reasonable
endeavours to procure the grant of a direct licence or obtain consent to the transfer of
the sub-licence of any Third Party Software) to any other body which performs any of
the functions that previously had been performed by Post Office, provided that any such
assignment, novation or other disposal shall not increase the burden of Fujitsu Services’
obligations pursuant to this Agreement.
Post Office shall be entitled to disclose, to the extent necessary for the purposes of this
Agreement, to any transferee any Confidential Information of Fujitsu Services which
relates to the performance of the Services by Fujitsu Services. In such circumstances
Post Office shall authorise the transferee to use such Confidential Information only for
purposes relating to the performance of the Services and for no other purposes and, for
the avoidance of doubt, the transferee shall be bound by the confidentiality undertaking
contained herein in relation to such Confidential Information.
The consent referred to in Clause 58.2 and any approval which may be granted in
respect of additional or substitute sub-contractors pursuant to Clause 58.2 is provided,
and shall be granted (as the case may be), on the understanding that Fujitsu Services
shall keep Post Office informed of the general nature and scope of the work to be sub-
contracted and the duration of the relevant sub-contracts (such information to be
recorded in Schedule C2) and shall consult with Post Office prior to amending or
supplementing such arrangements or commitments and shall take account of all
reasonable requests and comments that Post Office shall make in connection therewith.
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59.
59.1
59.2
59.3
59.4
60.
60.2
Non-Solicitation
Subject to Clause 48.4.3, neither Party shall during the currency of the Agreement or for
a period of six months thereafter without the written permission of the other (not to be
unreasonably withheld) either on its own account or for any other person, firm or
undertaking either directly or indirectly knowingly solicit or entice away from the other
(the "Previous Employer") any Key Individual who is then or shall have been in the
previous three months either:
59.1.1 an employee of the Previous Employer; or
59.1.2 engaged by the Previous Employer as a contractor performing the services of
such an employee.
In the event that such Key Individual is employed or engaged by the other Party with the
agreement of the other Party (such agreement to include without limitation agreed
transfer of work and associated staff between the Parties during the term of the
Agreement) or after redundancy from the Previous Employer, the Previous Employer
shall not (unless agreed otherwise) be paid any sum by the other Party by way of
compensation.
If either Party is in breach of this condition that Party will pay to the other Party by way
of liquidated damages and not by way of penalty the Solicitation Fee.
Nothing in this Clause 59 is intended to prevent or frustrate the right of any individual to
seek employment as he thinks fit.
Force Majeure
For the purposes of this Agreement the expression "Force Majeure" shall mean any
cause affecting the performance by a Party hereto of its obligations arising from acts,
events, omissions, happenings or non-happenings beyond its reasonable control
including (but without limiting the generality thereof) (i) Governmental Regulations
(subject to Clause 60.7), (ii) fire, (iii) flood, or (iv) any disaster or an industrial dispute
affecting a third party. Any act, event, omission, happening or non-happening will only
be considered Force Majeure if it is not attributable to the wilful act, neglect or failure to
take reasonable precautions of the affected Party, its agents or employees, and only if a
substitute third party is not reasonably available (having regard, without limitation, to the
cost and quality of such substitute) to perform the affected obligation. In no event shall
any fraudulent act or omission by any third party or Party in relation to the Services for
which Fujitsu Services is liable under Clause 43.1 constitute a Force Majeure event.
Neither Party hereto shall in any circumstances be liable to the other Party hereto for
any loss of any kind whatsoever including but not limited to any damages or abatement
of Charges whether directly or indirectly caused to or incurred by the other Party by
reason of any failure or delay in the performance of its obligations under this Agreement
which is due to Force Majeure. Notwithstanding the foregoing, each Party shall use all
reasonable endeavours to continue to perform, or resume performance of, such
obligations under this Agreement for the duration of such Force Majeure event. In the
case of any such failure or delay on the part of Fujitsu Services, the Parties shall agree
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60.3
60.4
60.5
60.6
60.7
an orderly process for such continuation or resumption of performance (such consent
not to be unreasonably withheld or delayed), and Fujitsu Services shall comply with
such process. Fujitsu Services shall remain liable to perform the Business Continuity
Services, save where such Business Continuity Services are themselves also affected
by Force Majeure, in which case Fujitsu Services shall be required to use all reasonable
endeavours to perform such Business Continuity Services.
If Fujitsu Services shall become aware of circumstances of Force Majeure which give
rise to or which are likely to give rise to any such failure or delay on its part it shall
forthwith notify Post Office within one Working Day and shall inform Post Office of the
period which it is estimated that such failure or delay shall continue. If Post Office shall
become aware of circumstances of Force Majeure which give rise to any such failure or
delay on its part, it shall forthwith notify Fujitsu Services within one Working Day and
shall inform Fujitsu Services of the period which it is estimated that such failure or delay
shall continue.
It is expressly agreed that any failure by Fujitsu Services to perform, or any delay by
Fujitsu Services in performing, its obligations under this Agreement which results from
any failure or delay in the performance of its obligations by any person, firm or company
with which Fujitsu Services shall have entered into any contract, supply arrangement or
sub-contract or otherwise shall be regarded as a failure or delay due to Force Majeure
only in the event that such person firm or company shall itself be prevented from or
delayed in complying with its obligations under such contract, supply arrangement or
sub-contract or otherwise as a result of circumstances of Force Majeure and there is no
substitute person, firm or company reasonably available (having regard, without
limitation, to the cost and quality of such substitute) to perform the affected obligation.
If any Force Majeure event prevents any Party from performing its obligations
hereunder for a period in excess of 90 consecutive days, Post Office may after
consulting with Fujitsu Services and taking into account Fujitsu Services' views,
terminate this Agreement in accordance with Clause 47.1.5.
Extension of Time
If the performance of this Agreement by either Party is delayed by reason of any Force
Majeure event (as defined in Clause 60.1), both Parties shall be entitled to a reasonable
extension of time subject to there being no entitlement to any additional costs or
expenses incurred as a result of the delay. The Party so delayed shall notify the other
Party in writing within one Working Day of becoming aware of the Force Majeure event.
Political Risk
Notwithstanding the provisions of Clauses 60.1 to 60.5, a change of, or new,
Governmental Regulation:
60.7.1 shall not entitle Post Office to terminate this Agreement under Clause 60.5, and
any such purported termination shall be treated as a termination for
convenience in accordance with Clause 47.7; and
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61.
61.2
60.7.2 shall not require Fujitsu Services to perform any additional obligations, or any
reduced or modified obligations resulting in increased cost to Fujitsu Services,
without its agreement in accordance with the Change Control Procedure.
Confidentiality
Without prejudice to the application of the Official Secrets Acts 1911 to 1989 (where
relevant) to any Confidential Information Fujitsu Services acknowledges that any
Confidential Information (other than its own Confidential Information) obtained from or
relating to Post Office, or its servants or agents, is the property of Post Office.
Each Party agrees to keep confidential, and not to disclose to anyone else, Confidential
Information.
Notwithstanding the above, any Party may disclose Confidential Information:
61.2.1 if and to the extent required by law;
61.2.2 if and to the extent that the other Party has given prior written consent to the
disclosure;
61.2.3 to its professional advisers;
61.2.4 to the extent requested by H.M. Government;
61.2.5 if and to the extent that the Confidential Information is in the public domain or
falls into the public domain without breach of any applicable confidentiality
obligation (including this Clause);
61.2.6 to Royal Mail Group;
61.2.7 to Fujitsu Services Holdings Plc, Fujitsu Services Limited or its Parent
Companies;
61.2.8 to Fujitsu Services' approved sub contractors as listed in Schedule C2;
61.2.9 if and to the extent reasonably necessary to be disclosed for the purpose of
arranging and maintaining funding generally for Fujitsu Services Holdings Plc or
Fujitsu Services;
61.2.10which is in the possession of the receiving Party without restriction in relation to
disclosure before the date of receipt from the disclosing Party;
61.2.11 which is received from a third party who lawfully acquired it and who is under no
obligation restricting its disclosure;
61.2.12which is independently developed without access to the Confidential
Information;
61.2.13as may be required or permitted by paragraph 2.9 of Schedule A4;
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61.3
61.4
61.2.14if and to the extent permitted under paragraphs 5.5 or 6.5 of Schedule D6 (as
applicable), to any bona fide potential sub-contractor or replacement provider
(as applicable) for the purposes of Competitive Tendering;
61.2.15to a person listed in a CCD if and to the extent that person is an approval
authority for or otherwise permitted access under the relevant CCD to the
relevant Confidential Information; or
61.2.16subject to, and in accordance with, paragraph 10 of Schedule B1.2, to any
member of the SIP.
From the earlier of 1 October 2013 and the date on which Post Office serves notice on
Fujitsu Services of its intention to terminate this Agreement pursuant to any of
Clause 47.1, Clause 47.2, Clause 47.3 or Clause 47.7, Post Office shall be entitled to
disclose Confidential Information to bona fide potential Next Suppliers of the Services
(or Terminable Service(s), as the case may be) to the extent that such disclosure is
reasonably required to enable any potential Next Supplier to prepare a reasonably
detailed tender proposal to Post Office in relation to the provision of Replacement
Services. Post Office shall ensure that prior to any Confidential Information being
disclosed to any such potential Next Supplier, such potential Next Supplier shall enter
into an Agreed Form NDA and shall immediately inform Fujitsu Services if it has reason
to believe that the potential Next Supplier is in breach of the undertakings contained in
that confidentiality agreement.
The Parties hereby agree that (other than as required by law):
61.4.1 each Party (and any person employed or engaged by it in connection with this
Agreement in the course of such employment or engagement) shall only use
Confidential Information of the other Party for the purposes of this Agreement;
61.4.2 each Party receiving Confidential Information from the other Party shall take all
necessary precautions to ensure that no Confidential Information of the other
Party is used other than for the purposes of this Agreement by the receiving
Party's employees, servants, agents or sub-contractors including, without
limitation, obtaining from any such agent or sub-contractor a signed
confidentiality undertaking on substantially the same terms as are contained in
this Clause; and
61.4.3 without prejudice to the generality of the foregoing:
(a) neither Fujitsu Services nor any person engaged by Fujitsu Services
(whether as an employee, consultant or otherwise) shall use the
Confidential Information of Post Office for the solicitation of business from
any third party or away from Post Office; and
(b) Post Office may discharge the obligation imposed on it by Clause 61.4.2
to obtain signed confidentiality undertakings, in so far as such Clause
relates to individuals who are provided to the Post Office to perform the
tasks of Post Office employees under a framework resource agreement
(“Framework Agreement”) with a third party (such individuals being
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61.5
61.6
61.7
referred to in this Clause as “Contractors”) by including within such
Framework Agreement:
(i) an obligation of confidentiality in respect of Fujitsu Services’
Confidential Information which shall be binding on such third party
and each Contractor and continue in effect until at least three years
after the Framework Agreement is terminated or expires; and
(ii) a provision requiring all of Fujitsu Services’ Confidential Information
held by each Contractor in tangible form to be returned to the Post
Office, and all such information held in electronic form to be
irretrievably deleted or destroyed, on termination or expiry of that
Contractor's assignment.
In the event that Confidential Information is disclosed by any Party to its professional
advisers, that Party shall procure that its professional advisers comply with the
restrictions contained in this Clause, mutatis mutandis.
Nothing in this Clause 61 shall restrict the Post Office from using, or disclosing to a third
party for use on its behalf, documents or materials (including, without limitation, project
plans and documentation, architecture and design documents, requirements
statements, specifications and other preparatory materials) in which it owns, or has the
right to grant a licence to a third party of, any Intellectual Property Rights pursuant to
this Agreement, provided that:
61.6.1 it shall not disclose to a third party any parts of such documents that contain the
prices, pricing methodologies or trade secrets of Fujitsu Services; and
61.6.2 it shall not disclose any Listed Documentation, Fujitsu Developed
Documentation, Fujitsu Background IPR or Third Party Items (excluding any
Third Party Items, the Intellectual Property Rights in which are required to be
assigned to Post Office pursuant to Clause 29) to any third party unless it has
entered into a confidentiality agreement with that third party which:
(a) _ is enforceable against that third party by Fujitsu Services;
(b) provides Fujitsu Services with no less favourable protections than this
Clause 61; and
(c) restricts the use and (if applicable) modification of that Listed
Documentation, Fujitsu Developed Documentation, Fujitsu Background
IPR or Third Party Item by that third party to that contemplated by Clause
30.
This Clause 61.6 shall not apply in respect of Horizon Design Documentation, the
permitted use and disclosure of which shall be governed by Clause 30.15.
Nothing in this Clause 61 shall prevent Fujitsu Services or Post Office from using data-
processing techniques, ideas and know-how gained during the performance of this
Agreement in the furtherance of its normal business, to the extent that this does not
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62.
63.
63.1
63.2
64.
65.
66.
relate to a disclosure of Confidential Information or an infringement by Post Office or
Fujitsu Services of any Intellectual Property Right.
Remedies Cumulative
Except as otherwise expressly provided in this Agreement, all remedies available to
Fujitsu Services or to Post Office for breach of this Agreement are cumulative and may
be exercised concurrently or separately and the exercise of any one remedy shall not
be deemed an election of such remedy to the exclusion of other remedies.
Discrimination
Fujitsu Services shall not unlawfully discriminate within the meaning and scope of any
law, enactment, order, regulation or other similar instrument relating to discrimination
(whether in relation to race, gender, religion or otherwise) in employment.
Fujitsu Services shall take all reasonable steps to ensure the observance of the
provisions of Clause 63.1 by all employees, agents and consultants of Fujitsu Services
and all sub-contractors.
Export
For the purpose of this Agreement only, Post Office confirms that no hardware, software
or documentation provided to Post Office pursuant to this Agreement nor their direct
product(s) will be exported by Post Office unless in accordance with any appropriate UK
Government export licensing controls.
VAT
All sums payable under this Agreement are stated exclusive of VAT. Where VAT is
properly chargeable by either Party in respect of any taxable supply, the other Party
shall pay to the first-mentioned Party an amount equal to the amount of any VAT
chargeable in respect of the supply in question (subject to the production by the first-
mentioned Party of a valid tax invoice giving the requisite details of the taxable supply).
Guarantee
Fujitsu Services undertakes that its obligations hereunder are and will continue to be
effectively guaranteed by the Fujitsu Guarantees.
Breach of Clause 66.1 shall constitute a Default not capable of remedy.
Interpretation
As used in this Agreement:
67.1.1 the terms and expressions set out in Schedule 1 shall have the meanings
ascribed therein;
67.1.2 the masculine includes the feminine and the neuter;
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67.2
67.3
67.4
67.5
67.1.3 the singular includes the plural and vice versa; and
67.1.4 unless stated otherwise or the context requires otherwise, any reference within
any Schedule, CCD or CRD to an Annex, Attachment, Section or Paragraph is
to the relevant annex, attachment, section or paragraph of that Schedule, CCD
or CRD.
Areference to any statute, enactment, order, regulation or other similar instrument shall
be construed as a reference to the statute, enactment, order, regulation or instrument as
amended by any subsequent statute, enactment, order, regulation or instrument or as
contained in any subsequent re-enactment thereof. The preceding sentence shall be
without prejudice to any rights under Clause 60.7 and any rights Fujitsu Services may
have under Schedule A4 to charge Post Office for the cost of compliance with any such
subsequent statute, enactment, order, regulation or instrument or subsequent re-
enactment thereof.
Headings are included in this Agreement for ease of reference only and shall not affect
the interpretation or construction of this Agreement.
References in this Agreement to Clauses, Annexes and Schedules are, unless
otherwise provided, references to the clauses of, and annexes and schedules to, this
Agreement (and the Schedules and Annexes form part of this Agreement). References
to CCDs and CRDs are to the documents agreed as such from time to time.
Subject to Clauses 67.6 and 67.7, in the event and to the extent only of any conflict or
inconsistency between provisions of this Agreement, the following order of precedence
shall apply:
67.5.1 in the period between the Amendment Date and HNG-X Final Acceptance:
(a) the Clauses and Schedule 1;
(b) all other Schedules other than Schedules B3.2 and B3.3;
(c) I the Requirements Baseline (as may be amended pursuant to Schedule
B6.1) and the HNG-X Assumptions;
(d) the Solution Baseline Documentation Set (other than Schedules B3.2,
B3.3 and B3.4);
(e) I Schedules B3.2 and B3.3;
(f) CCDs not included in paragraphs (a) to (e) (inclusive) above; and
(g) I Work Orders and CRDs; and
67.5.2 in the period between HNG-X Final Acceptance and the date that revised
versions of Schedules B3.2, B3.3 and B3.4 and all other documents in the
Solution Baseline Documentation Set are agreed under the Change Control
Procedure pursuant to Clause 5.4:
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(a)
(b)
(e)
(f)
(9)
the Clauses and Schedule 1;
all other Schedules other than Schedules B3.2, B3.3, B6.1, B6.2 and
B6.3;
the Solution Baseline Documentation Set (other than Schedules B3.2,
B3.3 and B3.4);
the Requirements Baseline (as may be amended pursuant to Schedule
B6.1) and the HNG-X Assumptions;
Schedules B3.2, B3.3, B6.1, B6.2 and B6.3;
CCDs not included in paragraphs (a) to (e) (inclusive) above; and
Work Orders and CRDs; and
67.5.3 thereafter (or in the event that Project HNG-X is terminated for any reason
pursuant to Clause 47.11):
(a)
(b)
(c)
(a)
(e)
the Clauses and Schedule 1;
all other Schedules (other than Schedules B6.1, B6.2 and B6.3) and the
Solution Architecture;
CCDs (other than the Solution Architecture);
Work Orders and CRDs; and
Schedules B6.1, B6.2 and B6.3.
67.6 — Notwithstanding any reference in this Agreement to either Party complying with Working
Documents, Working Documents shall not affect or introduce any contractual obligations
between the Parties.
67.7 To the extent that:
67.7.1 a Work Order purports:
(a)
(b)
to describe the terms on which a particular Work Package will be
performed it shall govern the terms on which the particular Work Package
will be performed and shall take precedence over any provision of this
Agreement in conflict with those terms; or
purports to make other amendments to the terms of this Agreement it
shall have the precedence priority stated in Clause 67.5, or
67.7.2 aCCN purports to describe terms on which changes to this Agreement
specified in that CCN will be made, or terms ancillary to those changes, it shall
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67.8
67.9
68.
69.
70.
71.
71.2
72.
72.1
72.2
govern the terms on which those changes will be made and shall take
precedence over any provision of this Agreement in conflict with those terms.
The Recitals are not legally binding, but are intended as a guide to the history,
interpretation and construction of this Agreement.
References in CCDs and CRDs to items, services or matters affected by subsequent
agreements between the Parties shall be construed to reflect most appropriately the
effect of such subsequent agreements.
Amendments to Clauses, Schedules and Annexes of this Agreement and CCDs
Unless expressly provided otherwise in the provisions of this Agreement, the provisions
of this Agreement shall only be amended in accordance with the Change Control
Procedure.
Severability
If any of the provisions of this Agreement is judged to be invalid, illegal or
unenforceable, the continuation in full force and effect of the remainder of them will not
be prejudiced but such provision shall be deemed modified to the extent necessary in
the court's opinion to render such term or provision enforceable, and the rights and
obligations of the Parties shall be construed and enforced accordingly, preserving to the
fullest permissible extent the intent and agreements of the Parties herein set forth.
Dispute Resolution Procedure
Any dispute arising out of or in connection with this Agreement shall be resolved in
accordance with the procedure set out in Annex 2 to Schedule A2.
Law and Jurisdiction
Without prejudice to Clause 70, this Agreement shall be governed by and shall be
interpreted in accordance with English Law and the Parties submit to the exclusive
jurisdiction of the English Courts.
This Agreement is binding on Post Office and its successors and permitted assignees
and on Fujitsu Services and its successors and permitted assignees.
Entire Agreement
This Agreement constitutes the entire agreement and understanding between the
Parties relating to the subject matter of this Agreement.
Each of the Parties acknowledges and agrees that:
72.2.1 in entering into this Agreement and CCN1200 it has not relied on and shall have
no remedy (except in the case of fraud) in respect of any statement,
representation, warranty, promise or assurance, whether or not in writing, and
whether or not negligent, given or made by any person (whether party to this
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73.
74.
Agreement or not) other than as expressly set out in this Agreement or in
CCN1200; and
72.2.2 the only remedy available to it for breach of any of the provisions of this
Agreement or CCN1200 shall be for breach of contract under the terms of this
Agreement and CCN1200.
Revising the Agreement to reflect matters agreed in CCNs
The Parties agree that:
73.1.1 the CCNs listed in section 3.1/Part A of the CCN List are no longer relevant to
this Agreement and have no effect;
73.1.2 to the extent that amendments were required to the provisions of the Clauses
and Schedules of this Agreement in order to reflect the matters agreed in the
CCNs listed in section 3.2/Part B of the CCN List those amendments have been
made. Such CCNs have accordingly been superseded by this Agreement to
that extent but this shall be without prejudice to the application of such CCNs to
matters other than the Clauses and Schedules of this Agreement (including,
without limitation, their application to, or the introduction of, CCDs or CRDs
and/or to any charges or credits specified in such CCNs which are due or which
shall become due to be paid or allowed); and
73.1.3 the provisions of the CCNs listed in section 3.3/Part C of CCN List (including
any provisions set out in any attachments to those CCNs) have not been
reflected by amendment to this Agreement and accordingly shall remain in
effect insofar as applicable.
NBS CCNs
Without prejudice to the application or otherwise of any other provisions, the provisions
relating to the Network Banking CCNs in paragraph 4 of schedule 24 to this Agreement
in its form under CCN1100 shall remain in effect notwithstanding the omission of such
provisions from this Agreement in its form under CCN1200.
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IN WITNESS WHEREOF this Agreement has been executed on behalf of the Parties as
follows:
Signed by
for and on behalf of
POST OFFICE LTD
in the presence of:
S.J. Sweetman
(signed on 28th July, 1999)
Paul Lam-Po-Tang
Visiting Lawyer
Slaughter and May
35 Basinghall Street
London EC2V 5DB
Signed by
for and on behalf of
FUJITSU SERVICES LIMITED
in the presence of:-
R. Christou
(signed on 28th July, 1999)
Myles Blewett
Masons
30 Aylesbury Street
London EC1R OER
CLAUSES Version 6.0 92
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SCHEDULE 1
INTERPRETATION
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN
1200
2.0 24/01/07 Baseline copy of 1.5
3.0 06/07/07 Baseline copy of 2.2
4.0 15/04/08 Baseline copy of 3.1
5.0 23/02/09 Baseline copy of 4.4
Deleted: 5.1
61 I 19/05/09 Applying changes as per CCN 1258
5.2 12/06/09 Applying changes as per CCN1252a
6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu
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DEFINITION OF TERMS:
SCHEDULE 1
INTERPRETATION
Terms having the same meaning which are separated by the word “or” in this Schedule
represent alternative versions of equivalent terms and may be used interchangeably
As used in this Agreement, the following terms have the following meanings:
Term Definition
"105 Band" has the meaning given to it in paragraph 1.3.5 in Schedule D8;
"408.5 Band" has the meaning given to it in paragraph 1.3.6 in Schedule D8;
"Acceptance" means acceptance of a Service or Release in accordance with the
acceptance processes set out in the CCDs referred to in paragraph 5.11 of
Schedule B1.1;
“Acceptance Point"
means each of the events (or combination of events) designated as an
acceptance point in Table 3 in Part 1 of Annex 1 to Schedule B5;
“ACT”
means Automated Credit Transfer;
"Additional Benefits"
shall have the meaning given to it in paragraph 4.3.1 of Schedule D3;
"Additional Remedy Level”
or "ARL"
shall have the meaning given to it (as applicable) in paragraph 1.2.3 of
Schedule C1 or paragraph 1.2.3 of Schedule B4.4;
"Admin Positions"
means all (i) automated Counter Positions, (ii) New Style Mobile
Configurations, (ii) Old Style Mobile Configurations and (iv) operational
sets of Counter Equipment which are not Counter Positions;
“ADSL”
means asynchronous digital subscriber line;
“Affected Service Levels’
shall have the meaning set out in paragraph 4.1 of Schedule C1;
“Agent”
means any person authorised to operate a franchise post office or sub-
post office, including without limitation sub-post masters on a non-
franchise contract, and franchisees of post offices or sub-post offices;
“Agreed Changes”
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means those changes to the Existing Functionality listed in Annex 2 to
Schedule B6.1 or subsequently agreed through the HNG-X Programfi
Requirements Change Control Process;
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“Agreed Form Commercial I shall have the meaning given to it in paragraph 4.2.1 of Schedule D2;
Terms"
“Agreed Form NDA" means a form of non disclosure agreement agreed by the Parties from
time to time, such agreement by the Parties not to be unreasonably
withheld or delayed;
"Agreed Form Terms & means in relation to any Work Order the set of terms and conditions
Conditions" applicable to that Work Order as contained in the CCD entitled “Standard
Terms and Conditions for Work Orders” (BP/STD/003);
“Agreement” means the Codified Agreement as amended by CCN 1200, including the
Schedules thereto, the CCDs and CRDs;
"Alliance & Leicester" or means the Bank owned and operated by Alliance & Leicester ple which
"A&L" trades under the name "Alliance & Leicester";
“Alliance & Leicester means the communications link between the Data Centres and Alliance &
Circuit" Leicester as described in paragraph 7.5 of Schedule B4.3 or paragraph
3.3.3 in Schedule B3.3 (as applicable);
“Allowed Changes” shall have the meaning given to it in paragraph 4.2.3 of Schedule B6.1;
“Alternative Network shall have the meaning given to it in Clause 12.3;
Arrangement”
"Amendment Date” means 1 April 2006;
"AP" means automated payment;
“AP Client Delivery means the Service referred to in line 6 of Table B of Schedule B3.1;
Agreement Change
Service"
“AP Client File Re-Send means the Service referred to in line 4 of Table B of Schedule B3.1;
Service"
“AP Client Specification” means a document describing an APS Client Service Type;
“APACS” means the Association for Payment and Clearing Services;
“AP-ADC Facility" shall have, as applicable in accordance with this Agreement, the meaning
given to it in paragraph 2.2.2 of Schedule B4.2, paragraph 2.2 of Part 2 of
Annex 2 to Schedule BS and/or the facility described in paragraph 2.1.4 of
Schedule B3.2;
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“APOP” means automated payment out-payments;
“APOP Administration
Workstation”
an operational PC which enables administration Users to access the
APOP administration service;
"APOP Business
Capability”
means the Business Capability referred to at paragraph 2.4 of Schedule
B3.2;
“APOP Environment"
means the infrastructure that supports one or more APOP Services
comprising:
a) the APOP database including the APOP authorisation service,
and the services supported by the APOP authorisation service;
b) the APOP web services;
©) the APOP administration system; and
the FTMS links to the EDG;
“APOP Facility”
means the Horizon Application referred to at paragraph 2.3 of Schedule
Ba.2;
“APOP Interface
means the following CCDs:
Specif
(a) "Horizon to Client Type 'XO' Application Interface Specification"
(AP/IFS/062);
(b) "Post Office Limited EDG to Horizon APOP Authorisation Service
Application Interface Specification" (AP/IFS/063);
(c) "APOP Host System Reporting to EDG Application Interface
Specification" (AP/IFS/065);
“APOP Service” Means the set of functions and capabilities that are provided to support a
particular Transaction Voucher type, including:
a) AP-ADC counter Transactions;
b) APOP authorisation service;
c) APOP administration service;
d) APOP batch service;
e) APOP archiving service;
f) APOP housekeeping service; and
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APOP reporting service;
shall have the meaning given to it in the CCD entitled "APOP
Authorisation Service Reference Manual" (AP/MAN/004);
"Applicable Horizon
Baseline"
shall have the meaning set out in paragraph 2.1.1 of Schedule 86.1;
“Applicable Services”
means:
(i) from the Amendment Date until Trigger Point T6 (Counter Application
Rollout Complete) the following Operational Services, Call Off
Services and Horizon Applications: APS, Service Desk Service,
Message Broadcast Service, LFS, NBS, Debit Card, Reconciliation
Service, Reference Data Management Service, Transaction
Processing Service, Management Information Service, Systems
Management Service, Third Line Software Support Service, Data
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Centre Operations Service (including the POL FS Services) put I Delete
excluding the POL MI Services, Operational Business Change
(Branch Change) Service, Branch Network Service, Central Network
Service and BNR; and
(ii) from Trigger Point T6 (Counter Application Rollout Complete) the
following Operational Services and Call Off Services: Service Desk
Sewice, Message Broadcast Service, Reconciliation Service,
Reference Data Management Service, Management Information
Service, Systems Management Service, Third Line Support Service,
Data Centre Operations Service (including the POL FS Services) but
excluding the POL Ml Services, Operational Business Change
(Branch Change) Service, Branch Network Service and Central
Network Service;
"Application Interface
Specification" or "AIS"
means a CCD describing an interface, including, but not limited to, the
definition with which data transferred across that interface must comply;
"Application Services"
means software-based services and solutions managed and distributed by
a third party entity to customers across a wide area network, extranet or
internet from a central data centre;
“Application Support
Service (Fourth Line)”
means the Service referred to in row 14 of Table A of Schedule B3.1;
“Applications”
means the Horizon Applications and the Business Capabilities and
Support Facilities;
"APS" or "Automated
Payment Service"
means the Horizon Application referred to at (as applicable) paragraph Pay
of Schedule B4.2 or paragraph 2 in Part 2 of Annex 2 to Schedule B5; (Deitea: 9
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“APS Client Service Type"
each APS Client Service Type is a particular variant of APS characterised
by a specific Token, specific processing rules and specific Client
communication protocols. Each APS Client Service Type is documented in
an AP Client specification;
“APS Clients"
means Clients for whom Post Office provides automated payment
services using the APS or the In/Out Payment Business Capability;
“Architectural Solution
Description”
has the meaning given to it in paragraph 4.1 of Schedule B6.2;
“Artefact"
means documentation, diagrams, processes, specifications, design
information, requirements information, formulae, samples, models,
drawings, design tools or other data produced or used in connection with
use of a Development Methodology;
"Asset Manager"
means the Software referred to as such and identified in row 4 of Table 1
of Schedule B4.1 or row 2 of Table 4 of Schedule C3 (as applicable);
"Asset Register"
shall have the meaning given to it in paragraph 3.2.1 of Schedule E;
"Associated Change
Activities”
"Associated Change
Development”
shall have the meaning given to it in paragraph 3.1.2 of Schedule BS and
further detailed in paragraph 3.3.1 of Schedule B5;
means alll of the work undertaken by Fujitsu Services pursuant to this
Agreement in performing the Associated Change Activities;
“Associated Change
Development Charges”
means the Charges for Associated Change Development calculated in
accordance with the provisions of Schedule D8;
“Associated Change
Tasks"
means the Tasks required to be performed by each Party in order to carry
out the Associated Change Workstreams;
“Associated Change
Workstreams"
means the workstreams listed in paragraph 3.3.1 of Schedule BS, as
further described in Part 1 of Annex 1 to Schedule B5;
"Associated Changes"
means the changes to the Existing Services, Horizon Applications and
Horizon Service Infrastructure effected by the performance of the
Associated Change Activities;
"ATM" means automated teller machine or asynchronous transfer mode as the
context requires;
“Audit Record Query" shall have the meaning given to it in the Service Description for the
Security Management Service;
"Audit Support Facility”
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“Back Offi
means applications and operations relating to Post Office Branch
business related processing;
“Background IPR
Purposes"
shall have the meaning set out in Clause 48.8.6;
"Bank Holiday”
means a day on which banks in England are legally closed for business by
statute or proclamation;
“Banking & Related
Services"
means Banking Functions, e-pay, Debit Card and Credit Card;
"Banking Business
Capability”
means the Business Capability referred to at paragraph 2.5 of Schedule
B3.2;
"Banking Functions"
means the NBS and/or the Banking Business Capability, as applicable in
accordance with this Agreement;
“Banking Obligations”
means each of the Post Office Responsibilities identified in Annex D to
Schedule AS or classified as a Banking Obligation in accordance with
paragraph 2 of Schedule A5;
means each of the Post Office Responsibilities identified in Annex C to
Schedule AS or classified as a Banking Responsibility in accordance with
paragraph 2 of Schedule A5;
"Banking Transaction”
means the Transactions supported by the Banking Functions;
“Banks”
means Alliance & Leicester, CAPO and LINK, and such other banks,
building societies, financial institutions and/or other organisations for or on
behalf of which Post Office provides banking services using the Banking
Functions from time to time agreed by the Parties pursuant to the
Operational Business Change procedure and /or the Change Control
Procedure;
“Baseline 7"
means:
(a) the version of this Agreement in force immediately prior to
signature of CCN1200, known as Baseline 7, being the version of
the contract in effect on signature of CCN 1176 as amended by
any CCNs approved by the Parties between signature of CCN
1176 and signature of CCN1200; and
(b) the versions of all CCDs and CRDs applicable to Baseline 7.0 as
set out in version 26.0 dated 3 July 2006 of the CCD enti
"Contract Controlled and Referenced Document
(BP/SPE/026) (the "CCD List") amended as necessary to refl
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the agreed version of any CCDs introduced or amended in
accordance with the Change Control Procedure (as defined in
Baseline 7.0):
(i) subsequent to version 26.0 dated 3 July 2006 of the CCD
List but prior to signature of CCN1200; and
(ii) pursuant to an express agreement (all such agreements
being deemed to be effective for the purposes of
establishing Baseline 7) to amend that CCD, as set out in
any CCN entered into prior to signature of CCN1200;
"BCSF Service" means the provision of the Business Capabilities and Support Facilities;
"Benchmark Group" means those services against which the Benchmark Services are to be
benchmarked;
"Benchmark Purpose" shall have the meaning given to it in paragraph 3.1 of Schedule D6;
"Benchmark Services" means the Testable Service which is the subject of Benchmarking at any
one time;
"Benchmarker" shall have the meaning given to it in paragraph 3.6 of Schedule D6;
“Benchmarking” means the process described in Schedule D6 by which the Benchmarker
will compare the Benchmark Services to a Benchmark Group.
“Benchmark” and “Benchmarked" shall be construed accordingly;
“Benchmarking Report” shall have the meaning given to it in paragraph 3.7.4 of Schedule Dé;
“Benefits” shall have the meaning given to it in paragraph 2.1 of Schedule D3;
“BIM Report” means a “Business Incident Management" report, issued by Fujitsu
Services to Post Office detailing the corrective action that is required to
enable Post Office to resolve a reconciliation exception or error and
restore financial integrity within the Applications;
"Board Review" shall have the meaning given to it in paragraph 4.1 of Annex 2 to
Schedule A2;
"Branch" means a post office or any other location where Post Office (whether
directly or by means of Agents) transacts business with Customers;
"Branch Administration means the Support Facility referred to at paragraph 3.2 of Schedule B3 el
Support Facility"
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“Branch Code”
means FAD;
"Branch Hardware
Implementation Service"
means the services described in Schedule B1.3;
“Branch Hardware”
means hardware (together with any integral software) which is or is to be
(i) installed in a Branch; and (i) integrated into the Infrastructure, together
with any tools supplied with such hardware which are required to facilitate
such installation and integration;
"Branch Infrastructure”
means the Initial Branch Infrastructure and any equipment introduced in
excess of the limits of Annex A to Schedule D1;
“Branch Management
Business Capability"
means the Business Capability referred to at paragraph 2.12 of Schedule
B3.2;
"Branch Manager"
means for each Branch, the person nominated by Post Office or the Agent
for that Branch;
"Branch Network
Connections"
"Branch Network
Resilience Service" or
“BNI
shall have the meaning given to it in Clause 12.3;
means the Service referred to in row 16 of Table A of Schedule B3.1;
"Branch Network Service"
means the Service referred to in row 5 of Table A of Schedule B3.1;
"Branch Support Facility”
means the Support Facility referred to at paragraph 3.3 of Schedule B3.2;
"Branch Telecom
means those networking elements that provide connectivity between the
Infrastructure" Branches and the Data Centre, as described in paragraph 1.3.2 of
Schedule B3.3;
"Branch shall have the meaning given to it in Clause 12.3.2;
Telecommunications
Supplier"
"Branch Trading
means the method by which the Transactions performed and the cash and
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Statement” Stock on hand at the end of a Post Office Branch Accounting Period are
recorded within a Branch;
“BT” means British Telecommunications plc;
"Bureau"
means Bureau Application or Bureau de Change Business Capabiy ein
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applicable;
“Bureau Application”
means the B4.2 Horizon Application referred to in (as applicable)
paragraph 4.4 of Schedule B4.2 or paragraph 13 of Part 2 of Annex 2 to
Schedule BS;
“Bureau de Change
Business Capability”
means the Business Capability referred to at paragraph 2.8 of Schedule
B3.2;
"Bureau Type"
means a logical grouping of Branches set by Post Office Reference Data
that controls the menu access to the Bureau in Branches; Type 0
Branches having no access to Bureau, Type 1 Branches having access to
buy functionality only; Type 2 Branches having access to buy plus limited
sell functionality; and Type 3 Branches having access to full Bureau
functionality;
"Business Capabilities"
means the business capabilities forming part of the Business Capabilities
and Support Facilities;
Business Capal
Support Facilities’
means:
(a) in the period prior to HNG-X Final Acceptance, the HNG-X
Application;
(b) in the period between HNG-X Final Acceptance and the date that
a revised version of Schedule B3.2 is agreed under the Change
Control Procedure pursuant to Clause 5.4, the HNG-X Application
which forms part of the Solution Baseline accepted by Post Office
pursuant to the provisions of Schedule B6.3; and
(c) from the date that a revised version of Schedule B3.2 is agreed
under the Change Control Procedure pursuant to Clause 5.4, the
HNG-X Application comprising the business capabilities and
support facilities as set out in that revised version of Schedule
B3.2 (as may be amended from time to time after that date);
"Business Continuity
Managers"
means the persons designated in writing (i) by Post Office to Fujitsu
Services and (ii) by Fujitsu Services to Post Office and holding that
position for the purposes of this Agreement from time to time;
“Business Continuity
Plan"
"Business Continuity
means a document produced by Fujitsu Services setting out Fujitsu
Services’ contingency or continuity plan for ensuring the ongoing
operation of any one or more of the Applicable Services in the event of an
incident affecting business continuity; oa
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Services"
Schedule B2;
"Business Equivalence
Principles"
shall have the meaning given to it paragraph 4.2.1 of Schedule B6.1
"Business Rule”
means the constraints, rules and allowable values which govern the
operation of business processes and data;
"Business Unit Director”
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to
time;
"C4 Confirmation"
means a NB Confirmation derived from the LREC Files and REC Files
sent from the Transaction Enquiry Service containing, inter alia, the
Banking Function's view of a Banking Transaction;
"Call Off Charges"
"Call Off Services"
means any one or more of the Charges for Call Off Services set out in
paragraph 7 of Schedule D1;
means the services referred to in Table B of Schedule B3.1;
"Capacity Addition Costs"
means costs incurred in the addition of capacity under paragraph 13 of
Schedule D1;
"Capacity Management
means the Service to manage the capacity of the Infrastructure which
forms part of the Service Management Service as referred to in row 11 of
Table A of Schedule B3.1;
"CAPO"
means the Bank which supports Post Office account cards;
“Cardholder Data”
means the PAN or the PAN plus any of the following:
- cardholder name
- expiration date
- Service Code
- start date
- issue number;
“Card Validation Code” or
“Card Validation Value”
means
(i) a data element on a Token’s magnetic stripe (or otherwise read fro!
Token) that uses secure cryptographic process to protect data integrity’
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the stripe, and reveals any alteration or counterfeiting Referred to as CAV,
CVC, CVV or CSC depending on payment card brand as follows:
* CAV- Card Authentication Value (JCB payment cards)
* CVC~ Card Validation Code (MasterCard payment cards)
* CW - Card Verification Value (Visa and Discover payment
cards)
* CSC - Card Security Code (American Express)
or
(ii) the three digit value printed to the right of the credit card number in the
signature panel area on the back of the card. For American Express
cards, the code is a four digit unembossed number printed above the card
number on the face of all payment cards. The code is uniquely associated
with each individual piece of plastic and ties the card account number to
the plastic. The following provides an overview:
* CID - Card Identification Number (American Express and
Discover payment cards)
* CAV2—Card Authentication Value 2 (JCB payment cards)
* CVC2 - Card Validation Code 2 (Master Card payment cards)
* CWV2- Card Verification Value 2 (Visa payment cards);
"Cash and Stock
Management Business
Capability"
means the Business Capability referred to at paragraph 2.11 of Schedule
B3.2;
“CCN”
means a Change Control Note (q.v.);
"CCN List"
the CCD entitled “Application of CCNs to the Contract Baseline”
(BP/CON/271);
"CCN Service List"
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means the list in Annex D to Schedule D1;
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“CE Mark”
means a mandatory European marking for certain product groups to
indicate conformity with the essential health and safety requirements set
out in European Directives;
"Central Network”
shall have the meaning given to it in paragraph 3.3.2(a) of Schedule B3.3;
"Central Network Service"
"Central Telecom
Infrastructure"
means the Service referred to in line 6 of Table A of Schedule B3.1;
means those networking elements that provide connectivity from the Data
Centre to the sites referred to in paragraph 1.3.3 of Schedule B3.3;
"Certificate of Posting" or
"cop"
means a printed receipt provided to a Customer as evidence of the
posting of the Customer's mail;
"Change Control Note"
means a document used in the Change Control Procedure and defined in
Schedule A3;
*Change Control
Procedure” or "Change
Control"
means the procedure described in Schedule A3;
"Change Request” or “CR”
shall have the meaning given to itin paragraph 3.1.1.2 of Schedule A3;
“Charges”
"Clean Room Rules"
means the charges payable by Post Office under this Agreement as
specified in Schedule D1 or elsewhere in this Agreement;
shall have the meaning given to it in the definitions section of Annex 2 to
Schedule B6.2;
“Client” means an organisation (in respect of the Banking Functions, other than a
Bank, and in respect of Debit Card functions, other than banks and
building societies) on behalf of which Post Office provides a service to
Customers at Branches;
“Client Service Type" means a variant of a standard service with detailed aspects of that service
customised to meet a specific Client's needs;
"Client Take-On Service"
means the Service referred to in line 5 of Table B of Schedule B3.1;
"CMT Service”
means the Service referred to in line 15 of Table A of Schedule B3.1;
"Codified Agreement”
shall have the meaning set out in Recital A;
"Commercial Leads"
means the individuals, one from each of Post Office and Fujitsu Services
who have the lead role in relation to the Commercial Relationship, as
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identified in Schedule A2;
"Commercial Relationshi
shall have the meaning set out in Annex 1 of Schedule A2;
"Commercial Terms”
means the commercial terms which form part, or are intended to form
part, of a Work Order and describe the terms on which the relevant work
is to be carried out or goods supplied including:
(a) the charges which are payable in respect thereof, and
(6) any conditions which have to be fulfilled if an Agreed Form Terms
& Conditions or Work Order is to be valid (for example, conditions
as to the time within which the proposed Agreed Form Terms &
Conditions signed by Post Office must be received);
"Comparative Service
Provider"
means a provider of Comparative Services;
"Comparative Service" or
"Comparative Services"
means Equivalent Services to the Benchmark Service or Competitive
Tendering Service in question for which tenders will be sought in
accordance with Competitive Tendering;
means the Testable Service or Testable Services the subject of
Competitive Tendering at any one time;
"Competitive Tendering”
means a formal tendering exercise as described in Schedule D6 seeking
tenders from Comparative Service Providers for Comparative Services;
"Conditionality Expiry
Date"
means 23:59:59 on 28 February 2007 or such later date as the Parties
may agree;
"Conditionality Period”
means the period commencing on the Amendment Date and ending on
the earliest to occur of the following:
i) receipt by Fujitsu Services of a Funding Notice;
ii) receipt by Fujitsu Services of notification in writing by Post Office that
it will not deliver a Funding Notice;
ili) expiry of notice to provide Purchase Order Cover; and
iv) the Conditionality Expiry Date;
"Confidential Information"
means all information (other than Escher Confidential Information)
designated as such by either Party in writing together with the Source
Code of Specially Written Software, the existence and terms of this
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Agreement, the negotiations relating thereto and all other informat
(whether in writing or not) which relates to the business, affairs, produgigeletedt ©
developments, trade seorets, know-how, personnel, customers, ampfleted ©
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suppliers of either Party or information which may reasonably be regarded
as the confidential information of the disclosing Party;
"Configured POL FS"
means the elements of the SAP Software hosted within the Infrastructure
that are configured by Post Office or by third parties for Post Office use, a
primary function of which is to enable the consolidation of all cash and
near cash within Post Office’s network of Branches including, without
limitation, all instances of such software in live operational use or used in
development or testing environments hosted within the Infrastructure.
Although hosted within the Infrastructure, Configured POL FS shall be
deemed not to be a part of the Infrastructure and is not Software or an
Application or a Business Capability and Support Facility;
Configured POL MI
Means the elements of POL MI Software hosted within the infrastructure
that are configured by Post Office or by third parties for Post Office use,
including, without_limitation, all_instances of such software in_live
operational use or used in development or testing environments hosted
within the Infrastructure, Configured POL MI shall be deemed not to be a
part of the Infrastructure and is _not Software and is not one of the
Applications;
"Consumable"
"Contract Controlled
Document" or "CCD"
means the consumables listed in the CRD entitled "Horizon System
Branch Consumables" (CS/SPE/013) as amended by the Parties from
time to time;
means a document which is listed as such in a Schedule of this
Agreement or designated as such in a CCN agreed after the date of
signature of CCN1200;
"Contract Manager"
means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;
"Contract Referenced
Document" or "CRD"
means a document which is listed as such in a Schedule of this
Agreement or designated as such in a CCN agreed after the date of
signature of CCN1200;
"Contract Reversal
Adjusted Charges"
"Contract Reversal Initial
Charge"
shall have the meaning set out in paragraph 3.2 of Schedule A6;
shall have the meaning set out in paragraph 3.1 of Schedule A6;
"Contracted Volume"
means each of the levels defined as a “Contracted Volume" in the CCD
entitled “Horizon Capacity Management and Business Volumes"
(PAIPER/033) applicable to components of the Infrastructure as specified
in that CCD;
“Contractors”
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"Core Document Set"
means the CCDs indicated to be within such set in the CCD entitled "Post
Office Contract Controlled and Contract Referenced Document List"
(COM/CUS/SPE/0001);
“Counter Availability SLT"
means the SLT relating to Counter Position availability referred to in
section 2.3.4.2.2 of the CCD entitled “Branch Network: Service
Description" (SVM/SDM/SD/0011);
"Counter Clerk”
"Counter Equipment"
means a person who serves Customers at Counter Positions in a Branch;
means the PC's, printers, screens, local area network and other
equipment installed by Fujitsu Services in Branches for the provision of
the Services;
"Counter Position"
means a serving position automated (with workstation, screen, slip/receipt
printer and keyboard/MSR/SCR) to receive Services in a Branch where a
Customer transacts business with a Counter Clerk or a similarly
automated back-office position in a Branch where a User carries out
administration;
“Counter Training Offices”
or"CTOs"
means the locations where New CTO Configurations or Old CTO
Configurations are installed;
“CSRDE" shall have the meaning given to it in the CCD entitled “Postal Services
Business and Operational Context” (REQ/CUS/BRS/0001);
“CTO Branch” means a Counter Training Office;
"CTO Counter" means a simulated Counter Position in a CTO Branch;
"Customer" means a person transacting, or seeking to transact, business with Post
Office, through the Infrastructure;
"Customer Session"
means a set of contiguous Transactions recording business transacted by
a single Customer;
"D Messages" means a message transmitted to the DRSH when the amount included in
settlement of a Banking Transaction differs between the Bank and the
Counter Position;
"D8 Charges” means the HNG-X Development Charges and the Associated Change
Development Charges;
"Data Centre" or "Data
Centres"
means any one or more data centres (as the context requires) connected
to the Infrastructure and used by Fujitsu Services in the provision of the
Services;
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“Data Centre Operations
Service"
means the Service referred to in row 4 of Table A of Schedule B3.1;
“Data Controller"
means Post Office or any Bank, Client or other third party who is the Data
Controller (within the meaning ascribed to that expression in the Data
Protection Act 1998) of any Personal Data which are processed by Fujitsu
Services under the applicable provisions of this Agreement;
"Data File"
means a set of electronic data, contained within a single file and held,
used or transmitted as part of any of the Services provided by Fujitsu
Services;
"Data Processor"
shall have the meaning given thereto in the Data Protection Act 1998;
"Data Reconciliation
Service Host" or "DRSH"
means the server in a Data Centre used for processing and storing
Banking Transaction and DC Transaction and ETU Transaction data for
reconciliation and retrieval purposes;
"DC Authorisation Agent” I shall have the meaning given to it in the CCD entitled "Debit Card MoP
Functional Description” (EF/SER/001);
"DC Data" means any or all of the following:
(a) data transmitted and received between the DC Authorisation
Agent and the Merchant Acquirer;
(b) data transmitted and received between the DCM and the
Merchant Acquirer; and
() Sensitive DC Data included in a BIM Report;
“DC MoP” means a Method of Payment where the form of payment is a DC Token;
"DC Token" shall have the meaning given to it in the CCD entitled "Debit Card MoP
Functional Description’ (EF/SER/001);
"DC Transaction"
shall have the meaning given to it in the CCD entitled "Debit Card MoP
Functional Description” (EF/SER/001);
"DCM" shall have the meaning given to it in the CCD entitled "Debit Card MoP
Functional Description” (EF/SER/001);
"Debit Card” means the elements that support DC MoP, being, as applicable in
accordance with this Agreement:
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Schedule BS; or
(b) the Payment Management Business Capability;
"Debit Card Obligation"
means each of the Post Office Responsibilities:
(a) identified in part 2 of the appendix to the CCD entitled "Debit Card
MoP Functional Description” (EF/SER/001) or paragraphs 5.10 to
5.13 (inclusive) of Annex B to Schedule AS (as applicable); or
(b) classified as a Debit Card Obligation in accordance with
paragraph 2 of Schedule AS;
"Debit Card
Responsibility”
means each of the Post Office Responsibilities:
(a) identified in part 1 of the appendix to the CCD entitled "Debit Card
MoP Functional Description” (EF/SER/001) or paragraphs 5.1 to
5.9 (inclusive) of Annex B to Schedule AS (as applicable); or
(b) classified as a Debit Card Responsibility in accordance with
paragraph 2 of Schedule AS;
“Decision” any decision or action which falls within the scope of responsibility of the
relevant Relationship as described in the relevant part of Annex 1 to
Schedule A2;
"Default" means any breach of the obligations of either Party (including but not
limited to fundamental breach or breach of a fundamental term) or any
default, act, omission, negligence or statement of either Party, its
employees, agents or sub-contractors in connection with or in relation to
the subject matter of this Agreement and in respect of which such Party is
liable to the other;
"Demand Planning Board"
Has the meaning set out in Annex 1 of Schedule A2;
"Dependencies"
means a Task to be performed by one Party upon which the performance
of any other Task by the other Party depends, such Tasks being
identifiable from the HNG-X Programme Plan and further described, as at
the date of signature of CCN1200, in Part 3 of Annex 1 to Schedule BS;
"Deposited Software"
means all software designated as such by the Parties from time to time;
"Design and Architecture
Requirements”
"Design Authority"
means the HNG-X Requirements referred to in Annex 7 to Schedule B6.1
as may be amended under the HNG-X Programme Requirements Change
Control Process or in accordance with the Change Control Procedure;
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Fujitsu Services Design Authority;
"Design Li
means each of the levels defined as such in the CCD entitled "Horizon
Capacity Management and Business Volumes" (PA/PER/033);
"Design Proposal”
means a Work Package related development document, as further
described in accordance with paragraph 8 of Schedule 20 of Baseline 7;
"Design Purpose”
means any one or more of the following purposes:
(a)
(c)
()
to support the evaluation, selection or procurement of third party
software applications or Branch Hardware for integration into the
Horizon Service Infrastructure;
to assist a third party in its development of a software application
or Branch Hardware for integration into the Horizon Service
Infrastructure;
to assist with integration of the Horizon Service Infrastructure with
other systems; and/or
to understand how to replace the Horizon Service Infrastructure
and the Horizon Applications in the long term, including interfaces
with software to be retained beyond the term of this Agreement;
"Developed
Documentation”
means documentation, which is not Specially Written Documentation,
produced by or on behalf of Fujitsu Services:
(a)
(b)
prior to the Project HNG-X Commencement Date or after that
date and used solely in connection with the provision of Existing
Services; and
under a Work Order for Development Services, such
documentation having been;
(i) specified as a deliverable for the Post Office in that Work
Order; or
(i) requested by the Post Office as a deliverable and
acknowledged and produced by Fujitsu Services for the
Post Office on that basis in the course of Fujitsu Services’
performance of professional services during the stages:
strategic approval; start-up and feasibility; or
requirements analysis, of the development process or
lifecycle;
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"Development Charges”
means the Charges for the Development Services, as set out in paragrtceea-
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10 of Schedule D1;
"Development Director”
means the person designated in writing by Fujitsu Services to Post Office
as holding that position for the purposes of this Agreement from time to
time;
"Development Lifecycle
Stage”
shall have the meaning given to itin paragraph 4.1 of Schedule B1.1;
"Development Lifecycle"
shall have the meaning given to itin paragraph 4.1 of Schedule B1.1;
"Development
Methodology”
means a set of production processes and management disciplines for the
effective development and implementation of software and/or
infrastructure projects;
"Development Obligation"
means the relevant obligation imposed on Fujitsu Services when Clause
34.5.6(b) applies:
(a) _ in respect of the HNG-X Service Infrastructure and the Business
Capabilities and Support Facilities, to comply with the System
Capacity and Performance Requirements, the Training
Requirements, the Operational and Support Service
Requirements, the Migration and Implementation Requirements,
the Design and Architecture Requirements, the Security
Requirements, the Development Requirements and the Testing
Requirements, each as referred to in paragraph 4.1.1 of Schedule
Be.1;
(b) in respect of the functionality of the Business Capabilities and
Support Facilities (other than the HNG-X User Interface and the
Postal Services Business Capability), to ensure that such
functionality accords with the Business Equivalence Principles;
and
(c) in respect of the HNG-X User Interface and Postal Services
Business Capability, to ensure that they meet the business needs
that are met by the comparable part of the Horizon Applications (it
being acknowledged that any similarities between the style and
graphical realisation of the HNG-X User Interface and the user
interface(s) of the comparable Horizon Applications as may arise
shall only arise as a matter of coincidence through the proper
operation of the Clean Room Rules),
(together the "Development Obligations");
"Development SAP
Systems”
shall have the meaning given to it in the Data Centre Operations Servi
Description;
q
Del
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"Development Services’
shall have the meaning given to it in paragraphs 8.1 and 1.4 of Schedule
B11;
"Dialled Connection"
means a network connection to a Branch to be established for the
purposes of transferring data between that Branch and a Data Centre and
disconnected once that data transfer is complete, including such
connections established via satellite;
"Dispute"
means any dispute arising out of or in connection with this Agreement;
"Dispute Owner"
shall have the meaning given to it in paragraph 5.1.1 of Annex 2 to
Schedule A2;
"Dispute Resolution
Procedure” or "DRP"
means the procedure set out in Annex 2 to Schedule A2;
"Disputed Banking
Transaction Notice"
means Within Period One (as defined in the Service Description for the
Security Management Service), notification (and the provision of related
information) of a Banking Transaction, which requires investigation, to
Fujitsu Services’ management support unit (MSU) in accordance with the
procedure set out in the Service Description for the Reconciliation Service
for raising a DBTN (as referred to in that Service Description);
DIw Means the Dynamic Information Warehouse application developed on
behalf of Post Office and hosted by Fujitsu Services;
"DOORS" means the requirements management tool used by Post Office for version
control and management of requirements;
"Downtime" means the period (counting time from within the period 08:00 to 18:30
hours of each relevant Post Office Core Day only - excluding Saturday)
commencing with a call being made to the Service Desk until resolution of
that call (being the point in time when full operational service has been
restored to the customer), less all time categorised as "suspended help
desk call" as agreed from time to time between Fujitsu Services and Post
Office;
“DR Data Centre”
means the Data Centre described as such in sections 2.9 and 3.9 in the
Service Description for the Data Centre Operations Service;
“DRP” means the Dispute Resolution Procedure;
“DUKPT" means derived unique key per transaction;
"DVLA" means the Driver and Vehicle Licensing Agency;
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"DVLA Licensing Business
Capability”
means the Business Capability referred to at paragraph 2.6 of Schedule
B3.2;
"DVLA On-line Link”
means the communication links between the Data Centres and the
systems of the Driver and Vehicle Licensing Agency;
“DVLA POME” means (as applicable) the enquiry service described in paragraph 2.2.6 of
Schedule B4.2 or paragraph 2.5 of Part 2 of Annex 2 to Schedule BS;
"EDG" means Post Office's external data gateway for routing Transaction data
from the Infrastructure to Clients;
"EIR" means the Environmental Information Regulations 2004;
"Electronic Top-Up
Business Capability”
means the Business Capability referred to at paragraph 2.7 of Schedule
B3.2;
"EMIS" means the electronic management information service provided by the
Merchant Acquirer;
"EMV" means the Europay Mastercard Visa standard for financial smart cards;
"End to End Banking"
means the end-to-end systems and services (of which (without limitation)
the NBS, the NB System and Bank systems form part) required to deliver
network banking to Customers;
"End to End Services”
means the end-to-end systems and services (of which the Infrastructure
and the Services form part) required to deliver services to Customers;
"End User"
means any employee of any member of the Royal Mail Group (and any
Agent or employee thereof) carrying out or involved in the carrying out of
the business of the Post Office;
"Engineering Service"
means the Service referred to in row 2 of Table A of Schedule B3.1;
"e-pay” means the third party, providing services to or for the benefit of Post
Office, that facilitates the handling and authorisation of ETU messages
(including, without limitation, ETU Requests and ETU Authorisations);
"“EPOSS" means the Horizon Application referred to at (as applicable) paragraph 2.1
of Schedule B4.2 or paragraph 1 in Part 2 of Annex 2 to Schedule B5;
“Equipment” means any physical hardware (excluding Paypoles and including, without
limitation, supply cords, interface cables and cords, User-installable
components and peripherals) forming part of the Infrastructure and Stand-
Alone Hardware supplied by Fujitsu Services; Del
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“Equivalent Services”
means, in relation to a Testable Service, a service or services which, at
the time that Testable Service is subject to Market Testing, are available
from the market:
(a) to meet the same business requirements and the same or
substantially the same specification for that Service (as reflected
in all provisions of this Agreement relevant to that Service and
the basis on which it is provided); and
(b) achieve the same or substantially the same Service Levels as
those applicable in respect of that Testable Service;
"Escher" means Escher Group Ltd, having its principal office at 101 Main Street,
Cambridge, Mass. 02142:
"Escher Confidential means the information referred to in paragraph 2.2 of Schedule C3;
Information"
"Escher Software User" means:
(a) any person authorised by Post Office to use the Services in a
franchise post office or sub-post office, including without limitation sub-
post masters on a non-franchise contract and franchisees of post
offices or sub post offices (together with their employees); and
(b) any employee of Post Office or employee of Royal Mail Group on
behalf of Post Office involved in the development, operation, receipt
and/or management of the Existing Services;
"Escher Upgrade means WebRiposte, Asset Manager, Framework and Mails and
Software" references to the “software” in paragraph 2 of Schedule B4.1 shall, unless
the context clearly indicates otherwise, be a reference to the Escher
Upgrade Software;
ETL Means the Extract, Transform and Load application developed on behalf
of Post Office and hosted by Fujitsu Services;
“ETU" or "ETU means, as applicable in accordance with this Agreement:
Application"
(a) _ the Horizon Application referred to in (as applicable) paragraph 4.3
of Schedule B4.2 or paragraph 12 of Part 2 of Annex 2 to Schedule
BS; and/or
(b) the Electronic Top-Up Business Capability;
“ETU Agent” means the software applications used to process:
(a) ETU Requests and ETU Authorisations transmitted between Brancttes
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and e-pay, and
(b) ETUCO messages received from the Branches, which are converted
into ETU Reversals;
“ETU Authorisation"
means an authorisation message transmitted on-line from e-pay or the
ETU Agent in response to an ETU Request, stating whether that ETU
Request has been approved or declined;
“ETU CO Confirmation”
means a confirmation message written by the ETU Counter Application
during an ETU Transaction when that ETU Transaction has been declined
for a reason other than the receipt from e-pay of an ETU Authorisation
declining the ETU Transaction;
"ETU Co”
means a priority message automatically generated following a counter
timeout for transmission from a Branch to an ETU Agent;
“ETU C1 Confirmation"
means a confirmation message written by the ETU Counter Application
during an ETU Transaction when that ETU Transaction has been
completed;
"ETU Counter Application"
means the application software that contains the business logic controlling
the dialogue with Users of the ETU;
“ETU Decline”
means an instruction contained in an ETU Authorisation to refuse an ETU
Transaction received from e-pay. "Declined" and "Declining" as used in
the CCD entitled "ETU Definition” (BP/SPE/044) shall be construed
accordingly;
“ETU Receipt"
means a paper receipt issued during an ETU Transaction either as a
record of that ETU Transaction or as part of the process of carrying out
that ETU Transaction;
"ETU Request"
means a priority request message generated for transmission from a
Branch to e-pay in order to undertake an ETU Transaction for a
Customer;
“ETU Reversal"
means a message automatically generated by an ETU Agent upon receipt
of an ETU CO message, for transmission from an ETU Agent to e-pay in
order to nullity an ETU Request;
“ETU System"
“ETU Token”
means the elements of the Infrastructure and the ETU Counter Application
which support operational use of the ETU Application;
means a Token supported by ETU, as described in paragraph 5.2.1 of the
CCD entitled "ETU Definition” (BP/SPE/044); Del
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“ETU Transaction”
means any one or more of the following Transactions supported by ETU:
(a) __ the purchase of a card based top-up product;
(b) __ the purchase of a card based PIN product;
(c) the purchase of a PIN/e-voucher product;
(4) __ the refund of a card based Transaction;
(e) the refund of a PIN/e-voucher Transaction;
"Event"
means a recorded and auditable instance of business administration
activity, such as the registration of a new User, or the production of a
Report;
"Executive Review"
shall have the meaning given to it in paragraph 3.1 of Annex 2 to
Schedule A2;
“Existing Equipment”
means the Counter Equipment at the Amendment Date;
“Existing Functionality”
means the functionality of the Applicable Horizon Baseline, including any
functionality that has been rendered inactive (through Reference Data or
by other means), but excluding any functionality that relates exclusively to
a Redundant Business Function;
"Existing Licences”
means in respect of:
(a) WebRiposte, Asset Manager and Framework, the licensing
agreements between Fujitsu Services and Escher dated 20
December 2000 and 8 May 2001 together with variation agreements
dated 18 April 2002 and 26 June 2002 for each of these licence
agreements; and
(b) Mails Product, the applicable licensing provisions of the agreement
between Fujitsu Services and Escher dated 20 December 2002;
“Existing Services”
means, in respect of each Branch, the Services provided over the
Infrastructure, using the Horizon Applications to that Branch, prior to the
HNG-X Date for that Branch;
“Exit Plan" or "Exit Plans”
means the General Exit Plan and/or the HNG-X Exit Plan (as applicable);
“Exit Scenario"
shall have the meaning given to itin paragraph 3.2.3(a) of Schedule E: (pe,
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“Exit Strategy” means the exit strategy document containing the information described in
paragraph 3.2.3(a) of Schedule E and developed and maintained pursuant
to Schedule E;
“Expert” shall have the meaning given to it in paragraph 7.1 of Annex 2 to
Schedule A2;
"Expiry Date” means the offer expiry date specified in the Commercial Terms for a Work
Package or Work Package Element;
“Facilitator” has the meaning given to it in paragraph 3.4 of Annex 2 to Schedule A2:
"FAD" means a unique code that identifies a particular Branch;
“Failure Event” means an event or series of connected events which causes one or more
Counter Positions to be deemed Unavailable due to a Network Wide
Failure or Local Failure. Ongoing failures will be deemed to be part of
such Failure Event until the Failure Event is closed in accordance with the
Incident closure process which is set out in the Working Document
entitled “Major Incident Process" (SVM/SDM/PRO/0001) (‘Incident
Closure Process’);
“File Management Support I means the Support Facility referred to at paragraph 3.5 of Schedule B3.2;
Facility”
inal Period” shall have the meaning set out in paragraph 2.4 of Schedules C1 or B4.4,
as applicable;
“Financial Year" means each period during the term of this Agreement commencing on 1
April in any calendar year and ending on 31 March in the following
calendar year, save that if this Agreement is terminated early the date of
termination shall be deemed to be the end of a Financial Year;
"Fixed Connection" means a network connection, other than an ADSL Connection, to a
Branch which is intended to be established and held open between times
agreed by the Parties;
"FOIA" means the Freedom of Information Act 2000;
“FOIA Order" shall have the meaning given to it in paragraph 2.9.5 of Schedule A4;
“Force Majeure” shall have the meaning set out in Clause 60.1;
"Framework" means the Software referred to as such and identified in row 5 of Table 1
of Schedule B4.1 or row 3 of Table 4 of Schedule C3 (as applicable);
Deleted: 5
"Framework Agreement” shall have the meaning set out in Clause 61.4.3(b); Bei =
: 0
Deleted: 2
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“Fraud Event” means any single act of fraud or other criminal activity carried out by a
person or more than one person acting together or a series of such acts
which are committed by the same person or persons as part of a scheme
or plan using the same or similar methods in each case;
“FRIACO" means flat rate internet access call origination;
"FS Listed Personnel" means (a) the persons from time to time fulfilling the role of the persons
whose job titles are currently ‘Business Unit Director’, ‘Commercial
Director’ and ‘Business Development Director’; (b) any Fujitsu Services
members of the Systems Integration Partnership and Executive
Relationship who are not in (a); and (c) the persons fulfilling the roles
within Fujitsu Services’ human resources department which are notified to
Post Office in writing from time to time;
"FS Task" means a Task to be performed by Fujitsu Services;
“Fujitsu Background IPR" I means all Intellectual Property Rights owned by Fujitsu Services or a
member of the Fujitsu Services Group and either (i) created prior to the
Project HNG-X Commencement Date or (ii) created after the Project
HNG-X Commencement Date and independently of this Agreement but
excluding, for the avoidance of doubt:
(a) Post Office Foreground IPR;
(&) Licensed IPR; and
(c) all IPR required to be assigned to Post Office pursuant to Clause
29;
means Developed Documentation that is not Post Office Developed
Documentation” Documentation;
“Fujitsu Guarantees” means the Fujitsu Services Holdings guarantee dated 31 December 2002
and the Fujitsu Limited guarantee dated 31 December 2002;
“Fujitsu Service Cost” means in respect of any work carried out by Fujitsu Services, all direct
material, supplier, subcontractor and Fujitsu Services labour costs
(including, as appropriate service management and/or project costs)
reasonably incurred by Fujitsu Services in carrying out such work, plus
those indirect costs exclusively incurred in relation to the relevant work,
including 6% Horizon contract management overheads, but excluding
group overhead recovery;
"Fujitsu Services" means Fujitsu Services Limited;
Del
"Fujitsu Services means the person designated in writing by Fujtsu Services to Post Of,
as holding the position for the purposes of this Agreement from timer fp
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Acceptance Manager"
time;
“Fujitsu Services Change
Control Manager"
means the person designated in writing by Fujitsu Services to Post Office
as holding that position for the purposes of this Agreement and the
address of that person to which all Change Requests should be delivered
by Post Office to Fujitsu Services from time to time;
"Fujitsu Services Group"
means Fujitsu Services Holdings plc and its subsidiaries;
"Fujitsu Services Project
Manager"
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to
time;
"Fujitsu Services Support I means an engineer employed directly by Fujitsu Services or its supplier(s)
Engineer” with responsibility including the diagnosis, repair and/or swap of Branch
equipment;
“Fujitsu Services SIP Team I shall have the meaning given to it in paragraph 2.1 of Schedule B1.2;
Member"
u Services’ Design
"Fujitsu Services’ HNG-X
Acceptance Manager”
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to
time;
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to
time;
"Fujitsu Services’ HNG-X
Programme Manager"
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to
time;
jitsu Services’ Offshore
Design Authority”
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to
time;
“Fujitsu Services’ Offshore
Project Manager"
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to
time;
"Fujitsu Services’ SI
Director"
means the person designated in writing by Fujitsu Services to Post Office
as holding the position for the purposes of this Agreement from time to
time;
"Fujitsu Services’
Software”
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means software used by Fujitsu Services in connection with the provision
of Services and:
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CONFIDENTIAL
created after that date and used solely in connection with the
provision of Existing Services; and
(b) in which the Intellectual Property Rights are wholly owned by a
member or members of the Fujitsu Services Group,
including, without limitation, the software which is identified as Fujitsu
Services Software in the CCD entitled “Transfer Asset Register"
(COM/MGT/REP/0001);
“Full Track”
means the entire contents of track 1, 2 or 3 from the magnetic stripe or
chip on a Token;
"Functional Requirements”
means the HNG-X Requirements described in paragraph 4.2 of Schedule
Be.1;
"Functional Requirements
Definition Process"
means the process for the refinement of Functional Requirements set out
or referred to in Part 1 of Annex 11 to Schedule B6.1;
"Funding Notice”
means a notice delivered by Post Office to Fujitsu Services and expressed
to be a Funding Notice given pursuant to Clause 1.1;
"Gain Share"
means the principles set out in Schedule D3 that govern how the Parties
intend to share Benefits resulting from future cost saving initiatives or
development work;
"General Exit Plan’
means the plan set out in Annex 2 to Schedule E to be developed and
maintained in accordance with Schedule E setting out the steps to be
followed in relation to termination of this Agreement and/or Partial
Termination, as applicable, depending on the applicable Exit Scenario;
"Governmental means any United Kingdom primary legislation and any United Kingdom
Regulation" secondary legislation;
"GPRS" means general packet radio service;
“Group Commercial and
Legal Director”
means the person designated in writing by Fujitsu Services to Post Office
as holding that position for the purposes of this Agreement from time to
time.
"GSM"
means global system for mobile communications;
"GSM Connection"
means a GSM network connection to a Branch which uses high speed
circuit switched data (HSCSD) technology and is intended to be
established and held open between times to be agreed between the
Parties;
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"GSM CSD Connection"
means a GSM network connection to a single counter Branch which viene 0
circuit switched data (CSD) technology and is intended to be permanehitheleted: 2
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installed;
"Guarantor"
means either of Fujitsu Services Holdings Ple or Fujitsu Limited;
“H&HNG Systems
means the implementation of Infrastructure and software upgrades and
Integration” additions to the Infrastructure (other than the Branch Infrastructure) to
interface to any new systems or Applications and support any new
Services operating end-to-end as defined by Post Office requirements in
the relevant Work Order;
“Hard Cap" shall have the meaning given to itin paragraph 1.3.4 of Schedule D8;
“Hardware” means any hardware (excluding Paypoles) used by Fujitsu Services to
provide Services under this Agreement;
“Hardware Impact
Assessment"
means:
(a) jin relation to any intended Implementation of Branch Hardware,
verification of the Branch Hardware's technical compatibility and
ability to interface with other elements of the Infrastructure; and
(3
in relation to any intended Implementation of Branch Hardware or
Stand-Alone Hardware an assessment of the impact of the intended
Implementation on the Infrastructure and the HNG-X Services
(including, without limitation, the Service Levels and the availability of
suitable support);
“Hardware
Implementation"
means Hardware Impact Assessment and Implementation Support (as
described under Schedule B1.3 but procured under Schedule B1.1);
“Hardware Procurement”
means the procurement of Branch Hardware or Stand-Alone Hardware;
"Head of Change and IS"
means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;
"Head Office Counter
Position”
means a single position gateway configuration or a multi-position gateway
configuration to be installed in Post Office office premises that are not
Branches;
"Help Desk" or "Helpdesk"
or "Horizon System Help
Desk"
means Service Desk;
"HNG-X Acceptance
Board”
means the board described as such in paragraph 3.1.2 of Schedule B6.3;
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Criterion"
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“HNG-X Acceptance
Dispute”
shall have the meaning given to it in paragraph 7.1 of Schedule B6.3;
“HNG-X Acceptance
Gateway"
means an assessment point at which specific activities or events must
meet agreed HNG-X Acceptance Criteria to the parameters defined in
Schedule B6.3 before proceeding to subsequent dependent activities or
events;
"HNG-X Acceptance
Incident Collectio
shall have the meaning ascribed to it in paragraph 2.8 of Schedule 86.3;
"“HNG-X Acceptance
Incident”
shall have the meaning ascribed to it in paragraph 2.7 of Schedule 86.3;
"“HNG-X Acceptance
Managers”
means the Fujitsu Services’ HNG-X Acceptance Manager and the Post
Office HNG-X Acceptance Manager;
“HNG-X Acceptance
Method"
shall have the meaning ascribed to it in paragraph 2.4 of Schedule B6.3;
"HNG-X Acceptance Plan"
means a plan produced and agreed in accordance with paragraph 2.10 of
Schedule B6.3;
“HNG-X Acceptance
Process”
means the acceptance process for the HNG-X System set out or referred
to in Schedule B6.3;
"HNG-X Acceptance
Process Stage”
means a stage in the HNG-X Acceptance Process referred to in paragraph
2.2.4 of Schedule B6.3;
“HNG-X Acceptance
Testing Evidence”
shall have the meaning given to itin paragraph 5.1 of Schedule B6.3;
"“HNG-X Acceptance
Tracking"
means the tracking of the HNG-X Acceptance Process as described in
paragraph 2.5 of Schedule B6.3;
“HNG-X Acceptance
Tracking Document”
shall have the meaning given to it in paragraph 2.5 of Schedule B6.3;
“HNG-X Application”
means a software application expressed as series of business capabilities
and support facilities which, as at signature of CCN1200, are summarised
in Schedule B3.2;
“HNG-X Assumptions”
means the assumptions and constraints set out in:
(a) the CCDs referred to in Annexes 4, 6 and 8 to Schedule 86.1;
(b) Annex 12 to Schedule B6.1; and
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(©) the CCDs entitled “HING-X Counter Reference Data Delivery Strategy
- Agreed Assumptions and Constraints” (REQ/CUS/STG/0003) and
"HNG-X Branch Exception Handling Strategy - Agreed
Assumptions and Constraints” (REQ/CUS/STG/0002);
“HNG-X Authority Level 1"
means the Post Office HNG-X Programme Manager and the Fujitsu
Services’ HNG-X Programme Manager;
"HNG-X Authority Level 2"
means the Post Office Delivery, Integration and Assurance Manager and
the Fujitsu Services SI Director;
“HNG-X Baseline Open
Book Information"
means the information set out in the CCD entitled "HNG-X Baseline Open
Book Information" (COM/MGT/PRO/0002) version 1.0, dated 16 August
2006;
“HNG-X Central means all of the equipment installed in the Data Centres to provide the
Infrastructure" Business Capabilities and Support Facilities;
"HNG-X Date” means, in respect of each Branch, the Working Day on which the "point of
no return” occurs, as described in paragraph 41 of section 8.5 of the CCD
entitled "HNG-X Migration Strategy - Agreed Assumptions and
Constraints" (REQ/CUS/STG/0001);
“HNG-X Design means an HNG-X Acceptance Method described as such in Annex C of
Walkthrough”
Schedule B6.3;
“HNG-X Development”
means all of the following work undertaken by Fujitsu Services pursuant to
this Agreement:
(a) all design, development and testing in accordance with Schedule
B5 and Schedules B6.1 and B6.2, other than Associated Change
Development;
(b) all work and activities connected with achievement of HNG-X Initial
Acceptance and HNG-X Final Acceptance;
(c) resolution of HNG-X Medium Severity Acceptance Incidents and
HNG-X Low Severity Acceptance Incidents outstanding following
HNG-X Initial Acceptance and HNG-X Final Acceptance;
(4) any work required in the three months after start of HNG-X Project
Workstream X4 (HNG-X Application Roll Out)} to ensure that the
functionality of the Business Capabilities and Support Facilities
(other than the HNG-X User Interface and the Postal Services
Business Capability) accords with the Business Equivalence
Principles;
"HNG-X Development
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Charges”
with the provisions of Schedule D8;
“HNG-X Development
Completion”
means completion of HNG-X Development by Fujitsu Services such that
all HNG-X Development Charges shall have been paid or shall have
become due to be paid by Post Office to Fujitsu Services;
“HNG-X Development
Period"
means the period commencing on the date signature of CCN 1200 and
ending on the completion of HNG-X Development;
“HNG-X Document
Review"
means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;
“HNG-X Exit Plan"
means the plan set out in Annex 3 to Schedule E to be developed and
maintained in accordance with Schedule E setting out the steps to be
followed in relation to termination of Project HNG-X;
"HNG-X Final Acceptance"
means progressing through HNG-X Acceptance Gateway 6 by satisfying
all of the matters referred to in paragraph 4.5.3.1 of Schedule B6.3;
“HNG-X Final Acceptance
Date"
means the date on which HNG-X Final Acceptance is achieved;
“HNG-X Final Development
Charge Date”
means the date on which Fujitsu Services gives notice to Post Office that
no further invoices will be raised in respect of HNG-X Development other
than in accordance with paragraph 3.2 of Schedule D8;
“HNG-X High Level Test
Plans" or "HNG-X HLTP"
shall have the meaning ascribed to it in paragraph 2.6 of Schedule 86.3;
“HNG-X High Severity
Acceptance Incident”
means an HNG-X Acceptance Incident
accordance with Annex A of Schedule B6.3;
categorised as ‘High’ in
“HNG-X Initial Acceptance”
means progressing through HNG-X Acceptance Gateway 4 by satisfying
all of the matters referred to in paragraph 4.5.2.1 of Schedule B6.3;
“HNG-X Initial Acceptance
Date"
means the date on which HNG-X Initial Acceptance is achieved;
"HNG-X Low Severity
Acceptance Incident”
means an HNG-X Acceptance Incident categorised as ‘Low’ in accordance
with Annex A of Schedule B6.3;
“HNG-X Medium Severity
Acceptance Incident”
means an HNG-X Acceptance Incident categorised as ‘Medium’ in
accordance with Annex A of Schedule B6.3;
“HNG-X Migration
Assumptions"
means the agreed assumptions and constraints in respect of Transition as
set out in the CCD entitled "HNG-X Migration Strategy — Agréandi
Assumptions and Constraints" (REQ/CUS/STG/0001);
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“HNG-X Monitoring"
means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;
“HNG-X PCI Date”
means, in respect of each Branch, its HNG-X Date or the day on which
the Branch is activated as part of the Horizon PCI Rollout, whichever is
the earlier. The last HNG-X PCI Date shall be no later than completion of
TS (Data Centre Ready for HNG-X) plus 3 months;
"“HNG-X Programme
Change Assessment”
means the assessment procedure described in paragraph 3 of Part 5 of
Annex 11 to Schedule B6.1;
“HNG-X Programme
Change Authority”
means the body described in paragraph 1.2 of Part 5 of Annex 11 to
Schedule B6.1;
“HNG-X Programme Plan"
means the plan for the fulfilment of each Party's obligations under this
Agreement in relation to Project HNG-X and certain of the Associated
Change Activities, the initial version of which at Level 2 (as at the date of
signature of CCN1246) is set out in Part 2 of Annex 1 to Schedule BS, as
the same is maintained and varied from time to time (as a plan, separate
from Schedule BS) in accordance with the provisions of this Agreement
and, in particular, Schedule B6.2;
"HNG-X Programme
Requirements Change
Control Process”
means the process described in Part 5 of Annex 11 to Schedule B6.1;
“HNG-X Project Activities’
has the meaning set out in paragraph 3.1.1 of Schedule BS and further
detailed in paragraph 3.2.1 of Schedule B5;
“HNG-X Project Tasks”
means the Tasks required to be performed by each Party in order to carry
out the HNG-X Project Workstreams;
“HNG-X Project
Workstreams"
means the workstreams listed in paragraph 3.2.1 of Schedule BS, as
further described in Part 1 of Annex 1 to Schedule B5;
"HNG-X Rectification Plan"
means a plan referred to in paragraph 6.4.1 of Schedule B6.3;
“HNG-X Release
Validation"
means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;
“HNG-X Requirement"
means a business requirement of Post Office which is either (i) set out or
referred to in Annexes 3 to 10 (inclusive) of Schedule B6.1 (ii) developed
in accordance with the Requirements Definition Process or (ii) agreed in
accordance with the Change Control Procedure;
“HNG-X Requirements
Assurance"
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means the approach agreed by the Parties to the assurance of HN
Requirements as described in paragraph 4 of Part 1 of Annex 11
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Schedule B6.1;
“HNG-X Requirements
Baselining Process"
means the process described in Part 2 of Annex 11 to Schedule B6.1;
"HNG-X Requirements
Catalogue Draft at
Contract"
means an extract of the HNG-X Requirements Catalogue from DOORS at
the date of signature of CCN1200, version 0.2, which represents the
HNG-X Requirements referred to in Annexes 3 -10 of Schedule B6.1;
“HNG-X Requirements
Catalogue"
the version controlled list(s) of assured HNG-X Requirements (typically
consisting of Use Cases and narrative statements), associated agreed
HNG-X Acceptance Criteria, associated agreed HNG-X Acceptance
Methods, associated agreed Fujitsu Services compliance statements and
associated agreed caveats to full compliance;
“HNG-X Requirements
Catalogue, version 1"
means an extract of the HNG-X Requirements Catalogue from DOORS at
the end of the Requirements Stage;
"HNG-X Service
Infrastructure"
means the Branch Infrastructure, the HNG-X Central Infrastructure and
the HNG-X Telecommunications Infrastructure;
“HNG-X Service:
“HNG-X Solution
Assurance"
means the Operational Services, Call Off Services, Service Integration
Services, Third Party Management Services and BCSF Services;
means the process described in paragraph 5 of Schedule B6.2;
“HNG-X Solution Test"
means an HNG-X Acceptance Method described as such in Annex C of
Schedule B6.3;
“HNG-X Stage
Progression"
means progression through an HNG-X Acceptance Process Stage in
accordance with the rules and process set out at paragraph 4 of Schedule
Be.3;
"HNG-X Sub-contractor”
means any of the Sub-contractors identified as such in the table in
paragraph 2 of Schedule C2;
"“HNG-X System"
means the HNG-X Service Infrastructure together with the Business
Capabilities and Support Facilities installed on the HNG-X Service
Infrastructure;
“HNG-X T&M Budget"
means Fujitsu Services’ estimate of the HNG-X Development Charges
and Associated Change Development Charges for the resource and time
required to complete (as the context requires) (a) an FS Task (b) a Level 3
element in the HNG-X Programme Plan to be performed by Fujitsu
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Services or (c) a group of such Tasks taken together (from which ——
di:
budgeted amounts and hours for each such Task, or Tasks taken togett¥f@fetsted: 0
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may be derived);
“HNG-X means the Branch Telecom Infrastructure and the Central Telecom
Telecommunications Infrastructure;
Infrastructure"
“HNG-X Termination
Charge"
means the charge set out in paragraph 6 of Schedule E payable by Post
Office if Project HNG-X is terminated in accordance with Clause 47.11.2;
“HNG-X Third Party
Software"
means any software identified as such in Schedule C3;
"HNG-X User Interface” or
“HNG-X UI"
means the software accessible at Counter Positions (including its
configuration, processes, structure and organisation) by which Users
interface with the Business Capabilities and Support Facilities over the
Infrastructure;
“Horizon Application”
means software which performs or supports a specific business function
at a Branch or in the Back Office and which operates on the Horizon
Service Infrastructure, including (without limitation):
(a) _ those applications listed in (as applicable) Schedule B4.2 or Part
2 of Annex 2 to Schedule BS; or
(b) _any applications of a similar nature;
“Horizon Audit Facility"
means the Horizon Application referred to at paragraph 2.8 of Schedule
B4.2;
“Horizon Central
Infrastructure"
means the Horizon Initial Central Infrastructure and any additional
hardware and software which is introduced prior to the occurrence of
Trigger Point TS (Data Centre Ready for HNG-X) other than any hardware
or software introduced pursuant to paragraph 2.4 of Schedule B4.3;
"Horizon Counter
Position"
means a Counter Position, or a similarly automated position at a CTO or
at head office premises used by Post Office;
“Horizon Design
Documentation”
means Internal Design Documentation and Specially Commissioned
Design Documentation;
“Horizon Icon Service"
means the Service referred to in row 7 of Table B of Schedule B3.1;
“Horizon Initial Central
Infrastructure"
shall have the meaning specified in paragraph 2.3 of Schedule B4.3;
“Horizon Materials”
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means all documents, software, materials, items or other thihgyes
connection with this Agreement before the Project HN
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Commencement Date and any other documents, software, materials,
items or other things created after that date and used solely in connection
with the provision of Existing Services;
“Horizon PCI Rollout”
means the rollout of PCI changes to Horizon Counter Positions as
described in the CCD entitled “Security Constraints”
(ARC/SEC/ARC/0001);
"Horizon Reconciliation
Facility”
means the Horizon Application referred to at paragraph 2.9 of Schedule
B4.2;
“Horizon Service
means the Branch Infrastructure, the Horizon Central Infrastructure and
Infrastructure" the Horizon Telecommunications Infrastructure;
“Horizon means, prior to the occurrence of Trigger Point T5 (Data Centre Ready for
Telecommunications HNG-X), the telecommunications links between the Horizon Central
Infrastructure” Infrastructure on the one hand and each of (a) the Branch Infrastructure
(b) Client systems (c) Post Office systems (d) the Merchant Acquirer and
(e) Alliance & Leicester systems on the other hand, and shall include any
associated telecommunications equipment including, without limitation,
transfer management servers and physical routers;
"Horizon Third Party
Software”
means any software identified as such in Schedule B4.1;
“HSCSD”
"HSM"
means High Speed Circuit Switched Data;
means the hardware security module in which PINs are translated prior to
transmission of encrypted data from the Infrastructure to the Banks;
"Human Computer
Interface" or "HCI"
means the interface between the computer systems and Users;
"Icon Business Change
CCDs"
means the CCDs entitled "Horizon Icon Service Description’
(CS/PDN/018) and "Horizon Icon Service Prices" (CS/PDN/019);
“Implementation”
means all or any of the following activities: (a) Hardware Procurement; (b)
Implementation Support; (c) Installation Management; and (d) Installation;
"Implementation Support"
means any or all of the service elements relating to the Implementation of
Branch Hardware or Stand-Alone Hardware identified as part of
Implementation Support in the Annex to Schedule B1.3 or any similar
service element agreed to be such by the Parties from time to time;
“In/Out Payment Business
Capability”
means the Business Capability referred to at paragraph 2.3 of Schedule
B3.2; Del
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“Incident”
means any perceived abnormal or undesirable occurrence relating to the
Services;
"Indemnified Party”
shall have the meaning given to it in Clause 34.9;
"Indemnifying Party”
"Independent Adviser"
shall have the meaning given to it in Clause 34.9;
means an independent consultancy generally recognised in the IT industry
in the United Kingdom who may carry out Competitive Tendering in
accordance with Schedule D6;
"Indexed Charges"
shall have the meaning set out in paragraph 16.1 of Schedule D1;
"Information Condition”
shall have the meaning set out in Clause 43.12;
"Infrastructure"
means any of the infrastructure used by Fujitsu Services at the relevant
time to deliver the Services, being any of the Horizon Service
Infrastructure, the HNG-X Service Infrastructure or, during the Roll Out
Phase, the combination of elements of the Horizon Service Infrastructure
and the HNG-X Service Infrastructure (as applicable);
“Infrastructure Services”
means OPS and TMS (including, for the avoidance of doubt, the
characteristics which are common to each as described in (as applicable)
paragraph 6 of Schedule B4.3 or paragraph 4 of Part 1 of Annex 2 to
Schedule BS), the provision of which shall cease at Trigger Point Té
(Counter Application Rollout Complete);
“Initial Branch
shall have the meaning specified in paragraph 2.1.1 of Schedule B3.4;
Infrastructure"
“Initial Horizon means EPOSS, APS, LFS, Message Broadcast, NBS and the Horizon
Application” Application element of Debit Card and Reference Data Management;
“Installation” means any or all of the service elements relating to the Implementation of
Branch Hardware or Stand-Alone Hardware identified as part of
Installation, as referred to in the Annex to Schedule B1.3;
“Installation Management"
means any or all of the service elements relating to the Implementation of
Branch Hardware or Stand-Alone Hardware identified as part of
Installation Management in the Annex to Schedule B1.3;
“Intellectual Property
Rights" or "IPR"
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means patents, trade marks, service marks, design rights (whether
registerable or otherwise), applications for any of the foregoing, moral
rights, copyright, trade or business names and other similar tights or
obligations whether registerable or not in any country (including but
limited to the United Kingdom);
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“Interface Costs"
means Interface Establishment Costs and Interface Operational Costs;
“Interface Establishment
means all costs reasonably incurred by Fujitsu Services in establishing
Costs" any new technical and operational interfaces between a Replacement
Service and the Services (other than the Terminable Service being
terminated);
“Interface Operational means the ongoing cost to Fujitsu Services of operating, managing and
Costs" maintaining the technical and operational interfaces between a
Replacement Service and the Services (other than the Terminable Service
being terminated);
“Internal Code" means machine readable software (including PIN Pad firmware) supplied
as an integral part of the Hardware and not listed in this Agreement;
“Internal Design
Documentation”
provision of Existing Services;
means Fujitsu Services’ internal design documentation created for the
purposes of this Agreement prior to the Project HNG-X Commencement
Date or created after that date and used solely in connection with the
“Investment Recovery”
shall have the meaning given to itin paragraph 4.2.1 of Schedule D3;
"Invoicing Period"
"ISDN"
shall have the meaning set out in paragraph 6.1.3 of Schedule D2;
means integrated services digital network;
“Issuer Identification
Number” or “IIN"
or similar token by APACS;
means the identification number ascribed to an issuer of a magnetic card
“iT
means information technology;
“IT Infrastructure Library" I means a series of industry standard documents used to aid
or “ITIL”
implementation of a framework for IT services management;
"Joint Objectives"
shall have the meaning given to it in Recital (E);
"Key Individual”
means a natural person employed or engaged by either Party and:
of the Services to Post Office; or
facilitates the receipt by Post Office of the Services,
(a) in the case of Fujitsu Services, who is a member of the SIP or all or
substantially all of whose work is directly associated with the provision
(b) in the case of Post Office, 20 per cent. or more of whose work
such work including the support, administration or monitoring of all or any
part of the Services and/or the management of staff involved in carryii
‘out such work; Deleted: 5
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"Key Management
System" or "KMS"
means the management of security keys;
"Key Personnel"
means the specific personnel listed in the CCD entitled "Fujitsu Services
Key Personnel" (HR/CON/001);
means local area network;
“Leased Fixed Circuits"
com
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Deleted: means a leased
munication circuit that goes
from one location to some other
location;
"Level" means the level of detail at which tasks or activities are described in the
HNG-X Programme Plan being either level 1 (the least detailed), level 2,
or level 3 (the most detailed);
"LFS" means the Horizon Application referred to at (as applicable) paragraph 2.4
of Schedule B4.2 or paragraph 3 in Part 2 of Annex 2 to Schedule B5;
"LIBOR” means the London InterBank Offered Rates;
"Licensed IPR" means all Intellectual Property Rights created under this Agreement after
the Project HNG-X Commencement Date by or on behalf of Fujitsu
Services, any member of the Fujitsu Services Group or any HNG-X Sub-
contractor, other than:
(a) the Post Office Foreground IPR; and
(6) all Intellectual Property Rights in all Developed Documentation,
Fujitsu Services Software, Listed Documentation, Specially Written
Software, Specially Written Documentation, Horizon Design
Documentation and Horizon Materials;
"Licensed Persons"
shall have the meaning given to itin paragraph 2.2.1 of Schedule B4.1;
"LINK" or "LINK"
means the branded and shared network of cash machines and self-
service terminals of certain member banks and building societies in the
UK, which enables services from one member bank or building society to
be available at cash machines of all member banks and building societies,
to be construed for the purposes of this Agreement as a single system;
“Liquidated Damages
Threshold” or "LDT"
shall have the meaning given to it in (as applicable) paragraph 1.2.2 of
Schedule C1 or paragraph 1.2.2 of Schedule B4.4;
"Listed Documentation”
means documents listed in paragraph 3 of Schedule B4.1 created prior to
the Project HNG-X Commencement Date or created after that date and
used solely in connection with the provision of Existing Services;
"Live Monitoring”
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means the HNG-X Acceptance Process Stage referred to in paragr4mfeieted: 0
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2.2.4.3 of Schedule B6.3;
means the HNG-X Acceptance Process Stage referred to in paragraph
2.2.4.2 of Schedule B6.3;
“Local Allowance” means the allowable time for any failure of the Branch Infrastructure
and/or the Branch Telecom Infrastructure;
"Local Failure” means a failure of the Branch Infrastructure and/or the Branch Telecom
Infrastructure;
"Local Loop” means, in respect of each Branch, the ISDN, PSTN, or ADSL_{Del
applicable), socket in that Branch and its connection to the Ce
Network; Deleted: or Leased Fixed
Circuit (as applicable)
"Losses" shall have the meaning set out in Clause 43.1;
“Lower Target Price” has the meaning given to it in paragraph 1.3.1 of Schedule D8;
"LREC File” means a reconciliation file generated by LINK which details all financial
Banking Transactions acquired and issued for Post Office on that day;
"MAC" means message authentication code;
"Mails Acceptance” means the processes set out in paragraph 2.9.2 in Schedule B3.2;
"Mails Administration” means the processes set out in paragraph 2.9.3 in Schedule B3.2;
"Mails Administration means the Horizon Application referred to in (as applicable) paragraph
Application” 4.2 of Schedule B4.2 or paragraph 11 in Part 2 of Annex 2 to Schedule
BS;
"Mails Application” or means the Horizon Application referred to in (as applicable) paragraph
"Mails" 4.1 of Schedule B4.2 or paragraph 10 in Part 2 of Annex 2 to Schedule
BS;
"Mails Carriers” means organisations with which Post Office contracts directly or indirectly
to provide postal services to Customers;
"Mails Product" means the software referred to as such and identified in (as applicable)
row 7 of Table 1 of Schedule B4.1 or row 4 of Table 4 of Schedule C3 (as
applicable);
"Management Information I means the Service referred to in line 10 of Table A of Schedule B3.1;
Service"
“Margin Rate” means, in respect of any Operational Service in any month from (Gites —_
including) April 2008 to (and including) March 2012, the amount, if Ipted: 0
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identified in the Operational Charges Table as the Margin Rate for that
Operational Service in the Financial Year in which such month falls;
"Margins File” means an electronic file sent by Post Office to Fujitsu Services containing
the trading margins to be used by the Bureau Application;
"Market Testing”
means either or both of Benchmarking and Competitive Tendering;
“Maximum Authorisation
Agent Wait Period” or
"MAAWP"
means the period the NB Authorisation Agent shall wait for a
corresponding NB Authorisation after generating a NB Request (for
transfer to the Banks) before itself generating an NB Authorisation
signifying a NB Decline (due to system time-out) to be sent to the relevant
automated Counter Position;
"Maximum Counter Wait
Period" or "MCWP"
means the period that an automated Counter Position shall wait for a
corresponding NB Authorisation after generating a NB Request before
itself Declining that Banking Transaction due to system time-out;
MDM
Means the MasterData Manager application developed on behalf of Post
Office and hosted by Fujitsu Services:
"Mean Time Between
Failure” or "MTBF"
means the measurement process used to calculate the mean failure rate
of Equipment as set out in the CCD entitled "Calculating Mean Time
Between Failure" (CS/PRO/149);
"Mediator"
shall have the meaning given to it in paragraph 6.1 of Annex 2 to
Schedule A2;
"Merchant Acquirer" or
oMA"
"Message Broadcast
Service" or "MBS"
shall have the meaning given to it in the CCD entitled "Debit Card MoP
Functional Description” (EF/SER/001);
means the Service referred to in line 2 of table B of Schedule B3.1;
"Message Handling
Support Facility”
means the Support Facility referred to at paragraph 3.8 of Schedule B3.2;
"Method of Payment"
means the form of payment recorded against a Transaction involving a
Customer;
"Microsoft Client Access
Licence” or "Microsoft
Client Access Licences”
“MID"
means Microsoft's ‘Windows Server 2008 Client Access Licence’, being
the licence required for each Use or device (or combination of both) to
access or use the Windows server software for the purpose of
exchanging user or application credentials;
means in the context of Debit Card, the merchant identification number{ Dek
"Migration and
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Implementation
Requirements”
as may be amended under the HNG-X Programme Requirements Change
Control Process or in accordance with the Change Control Procedure;
"Migration Charges
means the Charges calculated in accordance with the provisions of
Schedule D7;
MIs” means management information system;
"MSU Day" means 0800 to 1730, Monday to Friday (inclusive), excluding Bank
Holidays;
"NBSC” means Network Business Support Centre (Post Office);
"NB Additional Time”
shall have the meaning given to it in paragraph 1.6 of Annex 3 to
Schedule B4.4;
“NB Authorisation"
means an authorisation message transmitted on-line from the Banks in
response to a NB Request, stating whether that NB Request has been
approved or Declined;
"NB Authorisation Agent"
means the software application to be installed in each Data Centre and
used to process NB Requests, NB Authorisations and CO Confirmations
transmitted between the Branch NB System elements and the Banks;
“NB Confirmation"
means a confirmation message written to record the outcome of a
Banking Transaction;
“NB Core Hours”
means 0800 to 1730 Monday to Friday (inclusive), and 0800 to 1300
Saturday, excluding Bank Holidays;
"NB Customer
means the process by which the association of a Customer with a NB
Verification” Token is to be checked, as described in paragraph 5.7.2 of the CCD
entitled "NBS Definition" (BP/SPE/035);
"NB Decline” means a refusal by the NB System or Counter Clerk to proceed with a
Banking Transaction after a NB Request is generated or an instruction
contained in an NB Authorisation to refuse a Banking Transaction received
via NBE. "Declined" and "Declining" shall be construed accordingly;
“NB Pilot (Soft Launch)"
means the testing that was undertaken by the Parties in a live
environment of the NBS and NB System as part of the End to End Service
for banking;
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“NB Priority Exceptior
means a Banking Transaction for which:
(a) no Disputed Banking Transaction Notice has been received by
Fujitsu Services and which persists in system state category
number 4 or 12 as set out in the CCD entitled "Network Banking
End to End Reconciliation Reporting’ (CS/SPE/011) on the
second MSU Day following the day of receipt by the DRSH of the
corresponding C4 Confirmation or D Message (as applicable); or
(b) a Disputed Banking Transaction Notice has been received by
Fujitsu Services and which is within or subsequently falls within
the system state category number 4 or 12 as set out in the CCD
entitled "Network Banking End to End Reconciliation Reporting"
(CSISPE/011);
"NB Project Plan"
means the plan for the development and implementation of the NBS
described in paragraph 8.2 of Schedule 24 to Baseline 7;
"NB Request" means a priority request message generated for transmission on-line from
a Branch to a Bank in order to undertake a Banking Transaction for a
Customer;
"NB System” means the elements of the Infrastructure employed by Fujitsu Services in
the provision of the Banking Functions;
"NB Token" means a Token supported by the NBS, as described in paragraph 5.1.1 of
the CCD entitled "NBS Definition" (BP/SPE/035);
“NBS” means the Horizon Application referred to at (as applicable) paragraph 2.6
of Schedule B4.2 or paragraph 5 in Part 2 of Annex 2 to Schedule B5;
"NBS Acceptance" means acceptance of the NBS in accordance with paragraph 6.3.1 of
Schedule 24 to Baseline 7;
"NBS Service Boundaries’
means the Service Boundaries of the NBS as referred to in Annex 3 to
Schedule B4.4;
"Near Shore" means, in the context of the location of development staff, those staff from
an off-shore developer working in the UK;
"Near Shore and Offshore I means the rates contained in the table set out at paragraph 10.4 of
Rates” Schedule D1, which are described as 'Near Shore’ and ‘Offshore’;
"Network Banking CCNs"
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=
di: 5
means CCN817, CCN865a, CCN907, CCN909a, CCN914a, consepgenets _
CCN932, CCN933, CCN934, CCN936b, CCN947, CCN959, CCNGB
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CCN970a, CCN971 and CCN976a;
"Network Banking
Implementation Charges"
means the charges referred to in paragraph 11 of Schedule 10 of Baseline
7
"Network Service”
means, as the context requires, the Branch Network Service and/or the
Central Network Service;
“Network Wide Failure”
means a failure of the HNG-X Central Infrastructure and/or the Central
Telecom Infrastructure which results in a loss of the availability of one or
more Branches and Counter Positions;
"New CTO Configuration"
means each simulated Counter Position provided by Fujitsu Services in a
Post Office training centre which has a network connection (via a LAN or
direct) to the Data Centre;
"New Extract Definitions”
means a new extract of data from the automated payments out-pay database
or changes to existing extracts from that database;
"New Style Mobile
Configuration"
means, in the context of Equipment at Counter Positions, the mobile
computer based counter configuration referred to as “new style" and
described in the CCD entitled “Counter Hardware Design Specification”
(BP/DES/003);
“Next Supplier”
means the next supplier (if any) nominated by Post Office (whether this be
Post Office, another subsidiary of Royal Mail Group ple or another third
party) to take over, from Fujitsu Services, the performance of some or all
of the Services or the provision of Replacement Services;
"Nominated Executive"
"Non-Router Proportion"
shall have the meaning given to it in paragraph 3.2 of Annex 2 to
Schedule A2;
means, in respect of each month, rolling four week period or week, as the
context requires, the proportion calculated according to the following
formula:
(A
where:
(a) Ais the total number (determined in accordance with paragraph
3.1 of Schedule D7) of 3G, 4 port routers due to be installed in
Branches as part of Associated Change Workstream: Branch
Router Rollout (as referred to in paragraph 3.3.1 of Schedule BS);
and
(b) B is the aggregate number of 3G, 4 port routers installed’ Rijstedo «sd
Branches by Fujitsu Services as part of Associated Change
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Workstream: Branch Router Rollout by the end of the previous
month, rolling four week period or week, as the context requires;
“Non-standard Third Party
Material”
means any third party software (not being a standard software package),
document or other material which is not readily available on reasonable
commercial arm’s-length terms;
“OLA”
means a Working Document that is an operational level agreement;
"Old CTO Configuration"
means each simulated Counter Position provided by Fujitsu Services in a
Post Office training centre or for a Post Office demonstration system that
utilises an off-line, stand-alone terminal;
"Old Style Mobile
means, in the context of Equipment at Counter Positions, the mobile
Configuration” computer based counter configuration referred to as “old style" and
described in the CCD entitled “Counter Hardware Design Specification”
(BP/DES/003);
"Open Book" means the cost verification method described in Schedule D4, pursuant to
which Post Office shall be entitled to request and Fujitsu Services shall be
obliged to provide certain costs information as further set out in Schedule
D4;
“Operational Business
Change"
"Operational Business
Change (Branch Change)
Service"
means, as the context requires, the services which can be procured by
Post Office for operational changes, as set out or referred to in the Service
Descriptions for the Operational Business Change (Branch Change)
Service, Reference Data Management Service, Message Broadcast
Service, Client Take-On Service, AP Client Delivery Agreement Change
Service, AP Client File Re-Send Service and the Horizon Icon Service;
means the Service referred to in row 3 of Table A of Schedule B3.1 and
row 1 of Table B of Schedule B3.1;
"Operational Business
Change Branch CCDs"
means the CCDs entitled “Fujitsu Services/Post Office Lid Operational
Business Change - Branch, Interface Agreement" (CS/IFS/003), and
"Operational Business Change — Branch, Service Descriptions and
Schedule of Service Prices" (CS/PDN/015);
"Operational Change
Proposal" or “OCP”
means the process referred to in the CCD entitled “Service Management
Service: Service Description" (SVM/SDM/SD/0007);
"Operational Charges
Table"
means the table of that name in Annex B to Schedule D1;
“Operational Charges”
means the Charges for the Operational Services described in paragraphsek
2 and 6 of Schedule D1;
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“Operational Fixed
Charge”
means, in respect of any Operational Service in any month, the Charge
identified in the Operational Charges Table as a fixed Charge for that
Operational Service in the Financial Year in which such month falls
(subject to adjustment in accordance with paragraph 5 of Schedule D1);
“Operational Level Target”
or "OLT"
means an operational level target of Service required from Fujitsu
Services by Post Office;
"Operational Services"
"Operational Unit Charge"
means the services referred to in Table A of Schedule B3.1;
means, in respect of any Operational Service in any month, the unit
charge or charges, if any, identified in the Operational Charges Table for
that Operational Service in the Financial Year in which such month falls
(subject to adjustment in accordance with Schedule D1);
“OPS”
means the office platform service described in (as applicable) paragraph 4
of Schedule B4.3 or paragraph 2 in Part 1 of Annex 2 to Schedule B5;
"Original Work Order"
shall have the meaning set out in paragraph 5.13 of Schedule D2;
"Other Authorised
Location"
“Other IT Supplier"
means a site, other than a Branch, where it may be necessary to install
and use elements of the Infrastructure, e.g. training sites, county shows,
and exhibitions;
means any company other than Fujitsu Services (and its Sub-contractor)
which provides (or is being considered as a potential provider of) IT
services, other services or equipment to Post Office;
"Other Stock”
"PAF Calling Application"
means all Stock other than Retail Stock, Security Stock and Value Stock,
including leaflets, forms and various general consumables and supplies;
means the AP-ADC Facility within APS, Mails Application and such other
Horizon Applications that the Parties agree under the Change Control
Procedure will utilise the PAF Facility;
"PAF Database" or "PAF"
means the database of the Royal Mail Group or one of its Subsidiary
Companies containing all known addresses and postcodes in the United
Kingdom at the date of the version of the database, (including any
updates to, or extracts from, the database from time to time) as provided
to Fujitsu Services by Post Office (or a third party on behalf of the Post
Office) for use in connection with the provision of the PAF Facility or the
PAF Support Facility as the case may be;
“PAF Facility”
shall have the meaning given to it in paragraph 7 of Schedule 84.2;
“PAF Support Facility”
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“PAN”
means the primary account number (part of the IIN) associated with a NB
Token;
“Parent Company"
means any holding company (as defined in Section 736 of the Companies
Act 1985);
“Partial Termination”
means the termination by Post Office, in accordance with this Agreement,
of one or more Terminable Service(s) on each occasion that such
termination occurs and “Partially Terminate” and its cognates shall be
construed accordingly;
“Partial Termination
Charge”
means the Charge calculated in accordance with paragraph 6 of Schedule
E and payable by Post Office upon Partial Termination in accordance with
Clause 47.10.
“Party”
means each of Post Office and Fujitsu Services;
“Payment Management
Business Capability"
means the Business Capability referred to in paragraph 2.10 of Schedule
B3.2;
"Paypole” means the fixture to which a PIN Pad is attached as described in the CCD
entitled "Paypole Product Specification" (IM/SPE/026);
“Por” means Payment Card Industry;
"PEAK" means the system used by Fujitsu Services’ Post Office Account to record
and monitor bugs found during testing;
"Person" includes a partnership, a corporation or association (whether incorporated
or unincorporated), as well as a natural person;
"Personal Data” means all data which are defined as personal data in the Data Protection
Act 1998 and processed by Fujitsu Services under this Agreement;
"Personnel Information”
shall have the meaning given to it in Clause 41.2;
"Phase One” shall have the meaning described in paragraph 3.2 of Schedule E;
"Phase Two” shall have the meaning described in paragraph 3.3 of Schedule E;
“PIN” means personal identification number;
“PIN Pad" means a device used by a Customer to enter a PIN including, without
limitation, for the purposes of NB Customer Verification;
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"PIN Pad OBC Stock"
means the stock of PIN Pad Units held from time to time by Fujitsdel
Services for Operational Business Change requirements;
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“Pin Pad Procurement
Charges”
means the Charges for procuring PIN Pad Units, as set out in paragraph
14 of Schedule D1;
“PIN Pad Site” means (i) all automated Counter Positions (ji) New Style Mobile
Configurations (iii) Old Style Mobile Configurations (iv) Admin Positions
and (v) trolley based solutions in Branches;
"PIN Pad Unit” means a PIN Pad, Y cable and cable strap;
"Planning Period”
means each successive period of two or three weeks designated by
Fujitsu Services as a planning period;
“POA”
means Fujitsu Services’ Post Office account;
"Point of Sale Business
Capability”
means the Business Capability referred to in paragraph 2.2 of Schedule
B3.2;
“POL Core Day" means the period from 19:00 on a Working Day to 19:00 on the following
Working Day;
"POL FS Data” shall have the meaning given to it in Clause 16.5;
"POL FS Hosting Services”
means POL FS Services;
“POL FS Services"
means the Operational Service described in, as applicable in accordance
with the provisions of Schedule B3.1, the CCD entitled “Service
Description for the SAP Hosting Service" (CS/SER/022) or in Annex C to
the CCD entitled "Data Centre Operations Service: Service Description"
(SVM/SDM/SD/0003) including, without limitation, Fujitsu Services’
hosting of Configured POL FS in live operational use or in development or
testing environments within the Infrastructure;
"POL FS System"
means the technical infrastructure (forming part of the Infrastructure)
employed by Fujitsu Services in providing the POL FS Services including,
without limitation, the SAP System (as that term is defined in the CCD
entitled "Service Description for the SAP Hosting Service” (CS/SER/022)
or in Annex C to the CCD entitled “Data Centre Operations Service:
Service Description" (SVM/SDM/SD/0003), as applicable) and
communication links to and equipment provided by Fujitsu Services at
Post Office Premises to facilitate access by POL FS Users to Configured
POL FS;
"POL FS Users"
means Users with access from outside the Infrastructure to Configured
POL FS in live operational use or in development or testing environments
within the Infrastructure;
POL MI Data
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has the meaning given to it in Clause 16.6
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POL MI Event 1
means the date on which the first of, or both, DIW and ETL go live:
POL MI Event 2
means the date on which MDM goes live:
POL MI Services
means the Operational Service described in the CCD entitled “POL MI
Hosting Service — Service Description" (POLMI/SVM/SDM/SD/0001)
including, without limitation, Fujitsu Service’s hosting of Configured POL
M1 in live operational use or testing environments within the infrastructure;
POL MI Software
means the DIW, ETL and MDM software (and any updates thereto or new
versions thereof):
POL MI System means the technical infrastructure (forming part of the Infrastructure)
employed by Fujitsu Services in providing the POL MI Services;
POL MI Users means Users with access from outside the Infrastructure to Configured
POL Ml in live operational _use or testing environments with the
Infrastructure;
"POL Service Type”
means, in the period between the Amendment Date and Acceptance Point
Z3, each of the items identified as a POL Service Type in paragraph 9 in
Schedule B4.2 and thereafter each of the items identified as a POL
Service Type in paragraph 8 in Schedule B3.2;
“Post Office” means Post Office Limited or such other subsidiary of Royal Mail Group
ple as may be nominated from time to time to take over the rights and
obligations of Post Office Limited under this Agreement;
"Post Office Acceptance I means the person designated in writing by Post Office to Fujitsu Services
Manager" as holding the position for the purposes of this Agreement from time to
time;
"Post Office Additional
Costs”
means, in respect of the ARL failure in question, Post Office’s reasonable
additional direct costs and expenses arising as a result of that ARL failure
including, without limitation, Post Office’s additional direct staff, help desk
and telephone costs;
"Post Office Background
Materials"
means any software, information, documentation (in the form of CCDs,
CRDs or otherwise), logos, design information, requirements or other
material:
(a) which is reasonably required by Fujitsu Services and in which the
Intellectual Property Rights are wholly owned by Post Office or a
member of the Royal Mail Group; or
(b) made available or provided by or on behalf of Post Officel Be
Fujitsu Services,
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for the purpose of performing the Services, HNG-X Development and/or
Associated Change Development;
“Post Office Change
Control Manager"
means the individual designated in writing by Post Office to Fujitsu
Services as holding that position for the purposes of this Agreement from
time to time;
"Post Office Core Day”
"Post Office Critical
Period"
means 08:00 to 20:00 Monday to Saturday inclusive, excluding Bank
Holidays;
means the hours during a Post Office Core Day or a number of Post
Office Core Days which Post Office may, from time to time, deem as being
those hours where a high number or high value of Transactions take
place;
"Post Office Data"
"Post Office Design
Authority”
means all data, information, text, drawings, diagrams, images (including,
but not limited to logos), or sounds which are embodied in any electronic
or tangible medium, and:
(a) which are supplied or in respect of which access is granted to
Fujitsu Services by Post Office pursuant to this Agreement; or
() which is generated by the Horizon Service Infrastructure,
PostShop Infrastructure or HNG-X Service Infrastructure; or
(c) which Fujitsu Services is required to generate in connection with
the provision of the HNG-X Services or the Transfer Services;
means the person designated in writing by Post Office to Fujitsu Services
as holding the position for the purposes of this Agreement from time to
time;
"Post Office Developed
Documentation”
"Post Office Foreground
means Developed Documentation that:
(a) consists wholly of original work (that is, it does not incorporate any
pre-existing material in which the Intellectual Property Rights are
owned by the Fujitsu Services Group); or
(b) _ is a derivative work based predominantly on material in which the
Intellectual Property Rights are owned by a member of the Royal
Mail Group or have been licensed to Fujitsu Services by Post
Office or under a licence procured by and at the cost of Post
Office;
shall have the meaning given to it in Clause 29.4; Del
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IPR"
"Post Office HNG-X
Acceptance Manager"
means the person designated in writing by Post Office to Fujitsu Services
as holding the position for the purposes of this Agreement from time to
time;
“Post Office HNG-X
Programme Manager"
"Post Office Premises”
means the person designated in writing by Post Office to Fujitsu Services
as holding the position for the purposes of this Agreement from time to
time;
means all post offices, sub-post offices, and other premises of Post Office
from time to time;
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"Post Office Reference
Data”
q@eans_the Post _Office-run system that_maintains_the Post -Off
originated Reference Data for the Services which from POL Ml Event
origi
Deleted: means Post Office
inated Reference Data:
will be MDM;
"Post Office Reference
means the Post Office-run system that maintains the Post Office
Data System" originated Reference Data for the Services;
"Post Office means the obligations and responsibilities of Post Office set out or
Responsibilities” referred to in this Agreement;
"Post Office Service
Architecture”
means the Infrastructure and the Post Office Service Environment;
"Post Office Service
Environment"
means TIP, the Post Office Reference Data System and SAPADS;
"Post Office’s Agent”
means any person(s) or organisation(s) listed in paragraph 2.1 of
Schedule DS authorised to act on behalf of Post Office;
“Postal Services"
Means those services that comply with the summary description contained
in paragraph 2.9 of Schedule B3.2 and meet the HNG-X Requirements
developed pursuant to the Postal Services Definition Process;
"Postal Services
Assessment Guidelines"
means the guidelines set out or referred to in section 3 of the CCD entitled
“Postal Services Business and Operational Context"
(REQ/CUS/BRS/0001);
"Postal Services Business
Capability”
“Postal Services Definition
Process"
means the Business Capability referred to at paragraph 2.9 of Schedule
B3.2;
means the process for the refinement of Postal Services Requirements
set out or referred to in Part 4 of Annex 11 to Schedule 86.1;
“Postal Services
Requirements"
means the HNG-X Requirements referred to in paragraph 4.2.2(d)- ghia
Schedule B6.1; ~
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“PostShop”
means a separate retail unit within a Branch operated directly by Post
Office;
“PostShop Branch
Infrastructure"
the EPOS terminals and peripherals (including, without limitation, the
Software incorporated therein) comprised within the PostShop
Infrastructure which is installed in the applicable PostShop Branches;
"PostShop Infrastructure"
the hardware and software supplied and used by Fujitsu Services in order
to provide the PostShop Services (excluding, for the avoidance of doubt,
the PSTN network);
"PostShop Services"
means the Service referred to in line 1 of Table C of Schedule B3.1;
"PostShop Solution"
means the PostShop EPOS retail solution comprising, for the purposes of
this Agreement, the PostShop Infrastructure and the PostShop Services
(including, without limitation, the provision and use of the PostShop
Infrastructure by Fujitsu Services and/or its Sub-contractors to provide
those PostShop Services);
“PPDs"
means the related set of Processes and Procedures Description
documents as described in the "Introduction Processes and Procedures
Description” document for the appropriate Release;
"Preferred Systems
Integrator"
"Previous Employer"
shall have the meaning given to it in paragraph 2.1 of Schedule A1;
shall have the meaning set out in Clause 59.1;
"Price Threshold” means the Lower Target Price, the Upper Target Price, the Soft Cap and
the Hard Cap;
“Priority” means the priority designation set out in the Service Descriptions for (as
applicable) the Branch Network Service and/or the Engineering Service;
“Processor Interface” or
"pr
means an instance of a Bank application supporting the online service
between Banks and NB Authorisation Agents;
"Production SAP System"
shall have the meaning given to it in the Data Centre Operations Service
Description;
"Professional Services”
means professional services as described in paragraph 3.1.1 of Schedule
B11; Del
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“Programme or Release
Board”
shall have the meaning set out in Annex 1 of Schedule A2;
“Programme/Release
Relationship"
means the relationship of that name described in Annex 1 to Schedule A2;
"Project Assets"
means the assets referred to as such in Clause 48.1;
“Project HNG-X"
means the design, development and testing of the HNG-X Service
Infrastructure and the Business Capabilities and Support Facilities,
together with all of the HNG-X Project Activities, but excluding the
Associated Change Activities;
"Project HNG-X
Commencement Date"
means 8 February 2006;
"Property"
means tangible property (including without limitation buildings and land)
but excluding the Infrastructure and any part thereof before it has been
accepted in accordance with this Agreement;
“Proportion Change”
shall have the meaning given to it in paragraph 5.1 of Schedule D1;
"Proposed Exit Strategy”
shall have the meaning given to it in paragraph 3.3.2 of Schedule E;
“Protected Margin"
means, in respect of each Financial Year from (and including) 2008/2009
to (and including) 2011/2012, the amount stated in respect of that
Financial Year in the final row of the Operational Charges Table;
"PSTN" means public switch telecommunications network;
"Purchase Order" means the form of purchase order generated by Post Office in the course
of the Work Ordering Procedure to give each Work Order a unique
identifying reference for Post Office purposes;
"Purchase Order Cover" shall have the meaning given to it in Clause 1.6 of the Agreement;
“Purchase Point P1"
means the date on which, for the first time, there is a period of exactly six
months from such date until the planned commencement date for rollout
of Associated Change Workstream A7 (Branch Router Rollout) (as
adjusted from time to time in accordance with the provisions of Schedule
B6.2);
“Purchase Point P2"
means the date on which, for the first time, there is a period of exactly one
month from such date until the planned date for Trigger Point T5 (as listed
in Table 5 in Part 1 to Annex 1 of Schedule BS, as adjusted from time to
time in accordance with the provisions of Schedule B6.2); Dek
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“Purchase Point P3"
means the date on which, for the first time, there is a period of exactly one
month from such date until the planned commencement date for rollout of
HNG-X Project Workstream XS (Counter XP Rollout) (as adjusted from
time to time in accordance with the provisions of Schedule B6.2);
“Purchase Point P4"
means 1 July 2008;
"Purchasing Manager"
means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;
"QA/Test SAP System" shall have the meaning given to it in the Data Centre Operations Service
Description;
“QAS Software” means the QAS software products named QuickAddress Name Tracer,
QuickAddress Validator and QuickAddress Pro with Welsh PAF (and
updates thereto) as referred to in the table in (as applicable) paragraph
1.2 of Schedule B4.1 or paragraph 6.3 of Schedule C1. QAS Software is
hosted within, but is not part of the Infrastructure and is not Software or an
Application;
"Queried Requirement"
shall have the meaning given to it in Clause 34.5;
"RACOC1 Model” means the request, authorisation and confirmations model of End to End
Service flows of Banking Transactions involving, inter alia, as the
particular circumstances may permit, NB Requests being issued from
Counter Positions, NB Authorisations being issued by the NBS and NB
Confirmations being issued from Counter Positions;
“RAG Report” has the meaning given to it in paragraph 10.5 of Schedule B6.2;
"Rate Board" means a Post Office device of type:
(a) Forde Electronics Rate Board; or
(b) Banking Automation EKSI Multiboard Rate Board; or
(c) DB7 Model 01169 Rate Board
for displaying exchange rates including all associated cables and
equipment forming the connection between the device itself and the
socket used to connect it to the Infrastructure. Rate Boards are not and do
not form any part of the Branch Infrastructure, Equipment, Hardware,
Infrastructure or Stand-Alone Hardware for the purposes of this
Agreement;
“RDS” means Post Office Reference Data System (q.v);
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“Reboot Incident” means a Service Desk authorised reboot, a Service Desk authorised
office snapshot print preview or any work-around authorised by the
Service Desk to remove the necessity to carry out a reboot or office
snapshot print previous where the time taken to carry out such work-
around (as demonstrated by Fujitsu Services in the test environment
normally used to validate test scripts) is four minutes or longer;
“REC File” means a file generated for each of Alliance & Leicester and CAPO at the
end of each settlement day (defining the outcome of all Banking
Transactions) that is passed to Alliance & Leicester and CAPO
respectively;
"Recitals" means the recitals (A) to (G) of this Agreement;
"Reconciliation and means the reports described as such in the CCD entitled "Network
Settlement Reports" Banking End to End Reconciliation Reporting" (CS/SPE/011);
"Reconciliation Service" means the Service referred to in row 12 of Table A of Schedule B3.1;
"Reconciliation Support means the Support Facility referred to at paragraph 3.10 of Schedule
Facility" B3.2;
“Records” means the full and accurate records relating to the performance of the
Services;
“Rectification Plan” shall have the meaning given to it in (as applicable) paragraph 7.1 of
Schedule B4.4 or paragraph 7.1 of Schedule C1, as applicable;
_ Redundant Business means a business function which Post Office has agreed is, or shall
Function’ become, redundant;
"Reference Data” means a set of parameters and relationships controlling the operation of
elements of the Infrastructure or Applications;
"Reference Data means the Horizon Application referred to at (as applicable) paragraph 2.7
Management Application” I of Schedule B4.2 or paragraph 6 in Part 2 of Annex 2 to Schedule B5;
"Reference Data means the Service referred to in row 8 of Table A of Schedule B3.1;
Management Service”
"Reference Data Support I means the Support Facility referred to at paragraph 3.6 of Schedule B3.2;
“Refund” means a repayment of money to a Customer, by means of a Reversal;
“Relationsh shall have the meaning given to it in paragraph 2.1 of Schedule A2; _ Deleted: 5
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"Release"
means a documented collection of software and/or data provided
Fujitsu Services to be deployed in the Infrastructure;
“Release Contents
Description"
means a CCD which defines the scope of a Release;
"Relevant Exchange Rate”
shall have the meaning set out in paragraph 16.5.2 of Schedule D1;
“Relevant Indian Index"
shall have the meaning set out in paragraph 16.5.1 of Schedule D1;
“Relevant IT System”
shall have the meaning given to it in paragraph 2.1 of Schedule A1;
"Relevant Margi
means, in respect of:
(a) the Branch Network Service, the margin calculated by multiplying the
costs incurred by Fujitsu Services in providing such Branch Network
Service by 5/95; and
(b)
any other Testable Service, the margin calculated by multiplying the
costs incurred by Fujitsu Services in providing such Testable Service
by 22/78;
"Relevant Period”
“Relevant Services”
shall have the meaning set out in paragraph 4.1 of Schedule C1;
means:
(a) _ in the event of the expiry or termination of this Agreement, all of
the Services then being performed by Fujitsu Services which
include, for the avoidance of doubt, any Development Services in
progress at the date of expiry or termination; or
(b) in the event of Partial Termination, the Terminable Service(s) that
are the subject of such termination;
“REM Collection"
means a collection of cash and stock remittance pouches by Post Office’s
secure carrier;
"Remittance"
means a consignment to or from a Branch of cash, stock, or other value
items to be brought to account;
"Replacement Interfaces"
means the technical and/or operational interfaces between;
(a) the Services which continue to be provided by Fujitsu Services and
the Infrastructure used to deliver those Services after the date of
Partial Termination; and
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or a Next Supplier;
"Replacement Mobile
Configuration"
means, in the context of Equipment at Counter Positions, the mobile
computer based counter configuration referred to as "replacement mobile
configuration" and described in the CCD entitled “Counter Hardware
Design Specification” (BP/DES/003);
"Replacement Service”
means a service that closest matches a Relevant Service that, following
termination of that Relevant Service, is procured by Post Office from a
Next Supplier or performed by Post Office itself;
“Report”
means a physical document or information held electronically in such a
way that it can be processed readily to produce a physical document;
"Requirements Baseline"
shall have the meaning set out in paragraph 2.1.2 of Schedule 86.1;
“Requirements Definition
Process"
means the Functional Requirements Definition Process, the HNG-X
Requirements Baselining Process, User Interface Definition Process, the
Postal Services Definition Process and the HNG-X Programme
Requirements Change Control Process;
“Requirements Stage”
means the period that commences on the Amendment Date and ends
when the initial version of the full set of HNG-X Requirements has been
issued by Post Office to Fujitsu Services;
“Retail Price Index" or
RPI"
means the “all items retail prices” index currently appearing at table RPO2
in the Office for National Statistics Database:http/www.statistics. gov.uk, or
the same index in any other Government publication if the aforementioned
ceases to be published;
"Retail Stock”
Means items sold in Branches through Post Office's retail accounting
scheme;
"Retained Functionality
Use Cases"
means the Use Cases described as such in paragraph 3 of Part 1 of
Annex 11 to Schedule B6.1;
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“Retention” shall have the meaning set out in paragraph 9.1.2 of Schedule D2;
“Reversal” means a Transaction which nullifies a previous Transaction and "Reverse"
and its cognates shall be construed accordingly;
“RMG Harmony" means the Royal Mail Group methodology for managing projects which
provides repeatable processes, a means of interfacing with methodologies
used by third party suppliers and a framework for project managing the
Development Lifecycle;
“Roll Out Phase”
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means the period between the occurrence of Trigger Point T5 (Datpeleted: 0
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(Counter Application Rollout Complete);
“Royal Mail Group" or
“Post Office Group”
means Royal Mail Group ple and its Subsidiary Companies;
"RPI Adjustment Factors"
"SADD"
means those factors set out in the table at paragraph 16.7 of Schedule
Dt;
means Service Architecture Design Document (q.v:);
"SAP Advanced
Distribution System"
means the Post Office's advanced distribution system as referred to in (as.
applicable) paragraph 2.4.1 of Schedule B4.2 or paragraph 2.11 of
Schedule B3.2;
"SAP Basis Calls”
means calls to the PRISM helpdesk (related to SAP Basis) passed by the
PRISM helpdesk to the SMC helpdesk, the terms PRISM, SAP Basis and
SMC helpdesk as used in this definition having the meanings given to
them in (as applicable) the CCD entitled "Service Description for the SAP
Hosting Service" (CS/SER/022) or the CCD entitled "Data Centre
Operations Service: Service Description" (SVM/SDM/SD/0003);
"SAP Loading Application’
means the SAP Software configured by Post Office or by a third party on
behalf of Post Office for use by Fujitsu Services in loading data for use by
Configured POL FS;
"SAP RTU" means the CCD entitled "SAP Software Right to Use and Maintenance
Agreement for Fujitsu Services" (Post Office reference: HOR/CON/003)
(Fujitsu Services reference: CF/CON/001);
"SAP Software” means the SAP software (and any updates thereto or new versions
thereof) referred to in the table in (as applicable) paragraph 1.2 of
Schedule B4.1 or paragraph 1.2 of Schedule C3;
"SAP/ADS" means SAPADS (q.v.);
"SAPADS" means SAP Advanced Distribution System;
"Security Management
Service"
means the Service referred to in row 13 of Table A of Schedule B3.1;
"Security Stock"
means the stock products which have no cash account value until sold,
any item the loss of which would result in loss to Post Office;
“Sensitive Authentication
Data”
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be any of the following:
- Card Validation Code
- Card Validation Value
- Full Track
- PINs
- PIN blocks (including encrypted PIN blocks
"Sensitive Data"
means discretionary data held on track 2 of a NB Token magnetic stripe
and NB Token details entered by a Counter Clerk (which will be one of or
a combination of the stait date, NB Token issue number, validation period
and/or expiry date, according to the specific Banking Transaction);
"Sensitive DC Data"
means data held on track 2 of a DC Token magnetic stripe and DC Token
details entered by a Counter Clerk, which will be one of or a combination
of the start date, DC Token issue number, validation period and/or expiry
period;
"Sensitive Personal Data”
shall have the meaning set out in paragraph 2.3.4 of Schedule Ad;
"Service Architecture
Design Document"
is the document showing the Post Office Service Architecture as it was
following the introduction of the NBS;
"Service Boundary”
means the interface or interfaces at which responsibility for processing or
otherwise handling Transaction data, Reference Data or Data Files or any
other data or message passes, in accordance with the applicable AIS
and/or TIS between Fujitsu Services, Post Office and/or a third party;
“Service Code”
means a three or four digit number read from a Token that specifies
acceptance requirements and limitations for a magnetic stripe read
transaction;
"Service Description"
means, in respect of each HNG-X Service (other than the BCSF Service),
the CCD or CCDs which are in effect at the relevant time and describe
that HNG-X Service, as set out in Schedule B3.1;
"Service Desk”
means, save as expressly provided otherwise, the initial point of call for
Users in need of support relating to the Services;
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"Service Desk Day"
means 08:00 - 18:30 Monday to Saturday inclusive, other than Christmas
Day;
"Service Desk Servi
means the Service referred to in row 1 of Table A of Schedule B3.1;
"Service Desk Voicemail
Service"
"Service Failure”
means the facility provided by Fujitsu Services for recording telephone
calls to the Service Desk outside of the Service Desk Day and ring back
on the following Service Desk Day as further described in the CCD
entitled "Horizon Systems Helpdesk: Service Description" (CS/SER/002);
means an interruption of a Service that has not been approved by Post
Office;
"Service Integration
Charges"
means the Charges for the Service Integration Services, as set out in
paragraph 8 of Schedule D1;
"Service Integration
Services"
means the services referred to in Table C of Schedule B3.1;
"Service Level
Measurement Period"
means the period over which Fujitsu Services shall report service
performance against Service Levels. Each Service Level Measurement
Period shall, unless expressly stated otherwise in this Agreement, be a
period of three months ending at the end of June, September, December
and March in each Financial Year;
"Service Level"
means a quantified and measurable standard, required for a specified
Service;
"Service Level Target" or
"SLT"
shall have the meaning given to it in (as applicable) paragraph 1.2.1 of
Schedule B4.4 or paragraph 1.2.1 of Schedule C1;
"Service Management
Element”
means, for each Operational Service, the service management element,
expressed as an amount in the Operational Unit Charge for that
Operational Service or (in the absence of an Operational Unit Charge for
that Service) the Operational Fixed Charge for that Operational Service, in
each case as set out in respect of that Operational Service in the
Operational Charges Table;
"Service Management
Relationship"
shall have the meaning set out in Annex 1 of Schedule A2;
"Service Management
Report"
means the Service Review Book;
"Service Management
Service"
means the Service referred to in row 11 of Table A of Schedule B3.1;
Del
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"Service Review Book”
means the Working Document used by Fujitsu Services to report
performance of the HNG-X Services against Service Levels and
associated volumes, the format of which is agreed by the Parties at
meetings of the Service Management Relationship;
"Services"
means the HNG-X Services, the Business Continuity Services, the
Transfer Services, and the Development Services;
"Simple Payment Module"
means a type of smart card supported by the SML software referred to in
Table 2 in Schedule B4.1;
“SIP Charges” means the Charges for the SIP, as set out in paragraph 11 of Schedule
D1;
“SIP Confidential shall have the meaning set out in paragraph 10.1.1 of Schedule B1.2;
Information”
"SIP Lead Manager"
means the person designated in writing by Post Office to Fujitsu Services
as holding that position for the purposes of this Agreement from time to
time;
"SIP Team" or "SIP" or
"Systems Integration
Partnership"
"SLT Calendar Year"
means the team established by Post Office, comprising employees of
Post Office, individuals assigned from third parties and those Fujitsu
Services SIP Team Members provided by Fujitsu Services in accordance
with Schedule B1.2, to carry out such tasks as Post Office may require
from time to time in accordance with Schedule B1.2;
means each period from 1 January to 31 December (inclusive, in each
case) during the term of the Agreement;
"Smart Token” means a type of Token (as defined in relation to the Automated Payment
Service or the In/Out Payment Business Capability) which uses on-board
integrated circuit technology;
"Soft Cap” shall have the meaning given to it in paragraph 1.3.3 of Schedule D8;
"Soft Cap Range”
means the difference between the Upper Target Price and the Soft Cap;
“Software”
means Fujitsu Services’ Software, Specially Written Software, Internal
Code, Third Party Software and all other Software licensed by Fujitsu
Services to Post Office hereunder;
ition Fee”
means a sum equivalent to:
(a) in the case of a Key Individual who was an employee of the Previous
Employer:
()_where such employment lasted less than twelve months,
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gross salary payable to that Key Individual for the period of
his employment plus the reasonable costs incurred by the
Previous Employer of recruiting that Key Individual; or
(ii) where such employment lasted twelve months or more, the
gross annual salary of that Key Individual; or
(6) in the case of a Key Individual who was engaged by the Previous
Employer as a contractor:
(i) where such engagement lasted less than twelve months, the
total gross contract fees payable by the Previous Employer for
the services provided to it by that Key Individual during the
period of his engagement plus the reasonable costs incurred
by the Previous Employer of engaging that Key Individual; or
(ii) where such engagement lasted twelve months or more, the
total gross contract fees payable by the Previous Employer for
the services provided to it by that Key Individual during the
immediately preceding twelve months;
"Solution Architecture" means the architecture described in the CCD entitled “HNG-X Solution
Architecture Outline” (ARC/SOL/ARC/0001);
“Solution Baselin shall have the meaning set out in paragraph 2.1.3 of Schedule B6.1;
"Solution Baseline has the meaning given to it in paragraph 3 of Schedule 86.2;
Documentation Set"
"Solution Test Stage” means a Fujitsu Services managed test stage (which, for Project HNG-X
is a sub-stage of Test and Validation), which will integrate and validate the
solution within end to end data flows (within solution boundaries);
"Source Code” means software in eye-readable form and in such form that it can be
compiled or interpreted into equivalent object code together with all
technical information and documentation necessary for the use,
reproduction, modification and enhancement of such software;
means design documentation commissioned by Post Office from Fujitsu
Design Documentation" _I Services for one or more Design Purposes prior to the Project HNG-X
Commencement Date or after that date and used solely in connection with
the Existing Services;
"Specially Written means original documentation produced by or on behalf of Fujitsu
Documentation” Services:
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Services; and
(b) which relates to Specially Written Software; and
(c) as a deliverable under a Work Order relating to the development
of such Specially Written Software,
including, without limitation, documentation identified as Specially Written
Documentation in the CCD entitled “Transfer Asset Register" (
COM/MGT/REP/0001);
"Specially Written
means original software developed by or on behalf of Fujitsu Services:
Software"
(a) _ prior to the Project HNG-X Commencement Date or after that date
and used solely in connection with the provision of Existing
Services; and
(b) pursuant to a Work Order for the solution build and test stage of
the development process or lifecycle; and
(c) in accordance with a design proposal or other specification
produced in the solution specification stage of the development
process or lifecycle, in relation to which Fujitsu Services was
engaged under a Work Order,
including, without limitation, software identified as Specially Written
Software in the ccD entitled “Transfer Asset
Register"(COM/MGT/REP/0001);
"SPM" means Simple Payment Module;
"Spot Rates File" means an electronic file sent by Post Office to Fujitsu Services containing
exchange rates to be used by the Bureau;
"Stage" shall have the meaning given to it in paragraph 1.2 of Annex 2 to
Schedule A2;
"Stand-Alone Hardware"
means hardware (together with any integral software) which is to be
installed in a Branch but which is not Branch Hardware, together with any
tools supplied with such hardware which are required to facilitate such
installation, replacement or removal;
"Statement of Dispute"
"Stock"
shall have the meaning given to it in paragraph 5.1 of Annex 2 to
Schedule A2;
means items held in Branches and classified as Retail Stock, Sect
Stock, Value Stock, and Other Stock;
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"Stock Uni
“Strive”
means an individual unit of accountability, mandatory within a main
(branch) post office and optional within a sub post office, for which an
individual (or a group of individuals) is accountable. It may contain:
() Transaction Vouchers for a designated period, (ii) Value Stock, and/or
(ii) cash;
shall have the meaning given to it in Recital E(d);
"Sub-contractor"
means a person to whom any obligations of Fujitsu Services expressly
specified in this Agreement are delegated in accordance with the
provisions of this Agreement but shall not (for the avoidance of doubt)
include any supplier of products or services which are not expressly
specified as obligations of Fujitsu Services under this Agreement and
related expressions shall be construed accordingly;
"Subject Information
Request"
means a valid request (as provided for in the Data Protection Act 1998) by
or on behalf of a Customer or User for a copy of Personal Data of that
Customer or User held or which may be held by Fujitsu Services;
"Subject Lead"
means, in respect of each Relationship, the individuals-representing each
Party, identified as the subject leads in respect of that Relationship in
Annex 1 to Schedule A2;
"Subject Lead Review’
shall have the meaning given to it in paragraph 2.1 of Annex 2 to
Schedule A2;
jiary Company"
shall have the meaning given to it in Section 736 of the Companies Act
1985;
"Sunguard Site"
means the site currently used by Sunguard Limited (whose registered
office is 11 Bridewell Close, Mildenhall, Bury St Edmunds, Suffolk, IP28
7RB) at which it provides certain of business continuity services for the
Post Office;
"Support Facilities"
means the support facilities forming part of the Business Capabilities and
Support Facilities;
"Systems Integration"
means the procurement, integration, provision and management of any or
all applications, infrastructure and services required by Post Office for the
purposes of integrating some or alll of the Relevant IT Systems;
"Systems Integration
Partnership and Executive
Relationship"
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shall have the meaning set out in Annex 1 of Schedule A2;
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“Systems Management means the Service referred to in row 7 of Table A of Schedule B3.1;
Service"
"Task" means a task or milestone described at Level 2 in the HNG-X Programme
Plan to be performed or achieved by one or other Party as specified in the
HNG-X Programme Plan;
"Technical Interface means a CCD describing the technical detail of an interface;
Specification" or "TIS"
"Terminable Service" means any individual Operational Service or group of Operational
Services taken together that are identified as a terminable service in the
column headed “Terminable Service” in the table set out in Annex 1 of
Schedule E;
means the charge set out in paragraph 6 of Schedule E payable by Post
Office if the Agreement is terminated in accordance with Clause 47.7;
"TESQA" means the software tool made available by Fujitsu Services to Post Office
which enables TESQA Users to access the Transaction Enquiry Service;
"TESQA Availab shall have the meaning given to it in paragraph 2.1.1 of Annex 4 to
Schedule B4.4;
"TESQA Users” means those Users who access TESQA which shall be no more than 20
Users at any one time;
“Test and Validation” means the HNG-X Acceptance Process Stage referred to in paragraph
2.2.4.1 of Schedule B6.3;
"Testable Services” means any individual Operational Service or group of Operational
Services taken together that are identified as a testable service in the
column headed “Testable Service" in the table set out in Annex 1 to
Schedule D6;
"Third Line Software means the Service referred to in row 9 of Table A of Schedule B3.1;
Support Service” or "Third
Line Support Service"
"Third Party Confidential shall have the meaning given to it in Clause 34.2;
Information"
"Third Party Data" means the data or databases referred to in the table in (as applicable)
paragraph 1.3 of Schedule B4.1 or paragraph 1.3 of Schedule C3;
"Third Party Items" means the HNG-X Third Party Software and all other software (other tare
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Property Rights are owned by a third party and which it is necessary for
Post Office to use in order to receive the HNG-X Services over the HNG-X
Service Infrastructure or the benefit of its other tights under this
Agreement;
"Third Party Management
Service Charges”
means the Charges for the Third Party Management Services, as set out
in paragraph 9 of Schedule D1;
"Third Party Management
Services"
means the services (if any) referred to in Table D of Schedule 83.1;
“Third Party Software
Owner"
means the ultimate licensor of any Third Party Software;
"Third Party Software”
means Horizon Third Party Software and HNG-X Third Party Software;
"TID" means, in the context of Debit Card, the terminal identification number;
“TIP Gateway” means the Fujitsu Services PC on Post Office premises upon which the
Transaction data and Reconciliation and Settlement Reports are placed
for extraction by Post Office;
“TMS” means the transaction management service described in (as applicable)
paragraph 5 of Schedule B4.3 or paragraph 3 in Part 1 of Annex 2 to
Schedule B5;
"TMS Agent” means part of the Infrastructure that accesses TMS held data;
"TMS Technical means the documentation referred to in row 5 of Table 3 in Schedule B4.1;
Documentation”
"Token"
means a magnetic stripe card, smart card, smart key, bar code or other
physical device, bearing information capable of being used by an
Application;
"Token Technology
Specification"
means a document specifying the technology used by a particular
automated payment Token;
“Training Counter Update means the Service referred to in row 3 of Table B of Schedule B3.1;
Service"
“Training Data" means the data that is available to the CTO following a reset of that CTO
and any data produced as a consequence of performing Training
Transactions;
ing Session’
means the period of time between reset points of the CTO during whichpet
User of a CTO Counter is logged on;
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ing Support Facility’
means the Support Facility referred to at paragraph 3.11 of Schedule
B3.2;
“Training Transactions"
means Transactions carried out by a User of a CTO Counter during a
Training Session;
“Transaction”
"Transaction
Benchmarking Service"
means a recorded and auditable instance of business activity, involving
service provision or Stock movement across organisational or service
boundaries;
means the Services referred to as such which form part of the
Management Information Service referred to in row 10 of Table A of
Schedule B3.1;
“Transaction Correction"
means a correction to a Branch financial error distributed by Post Office to
the Branch Infrastructure via the HNG-X Central Infrastructure;
"Transaction Correction
Record"
means a description by Post Office of corrections that need to be made to
Branch Trading Accounts as further described in the CCD entitled “POL
Finance Systems to TMS/Horizon Transaction Corrections” (EA/IFS/002);
"Transaction Enquiry
Service"
means the service which provides Users with 180 days of (read-only)
historical Transaction details, and includes the production of the
Reconciliation and Settlement Reports and despatch of REC Files to
CAPO and Alliance & Leicester, as further described in the CCD entitled
"NBS Definition” (BP/SPE/035);
tion Information
Processing” or "TIP"
means the transaction information processing system developed and
operated by Post Office;
"Transaction Management
Support Facility”
means the Support Facility referred to at paragraph 3.4 of Schedule 83.2;
“Transaction Voucher”
means a document used by Post Office as evidence of a Transaction,
including as an example, and without limitation, a telephone bill;
"Transfer" means transfer of Post Office Stock or money, the transfer of Value Stock,
and/or money, either between Stock Units within a Branch, or between
Branches;
"Transfer Charges” means the Charges for the Transfer Services, as set out in paragraph 12
of Schedule D1;
"Transfer Payment” means the sum payable pursuant to Clause 48.3 of this Agreement,
calculated in accordance with paragraph 7 of Schedule E; Dek
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“Transfer Services"
means the Services described in Schedule E to be provided by Fujitsu
Services in the circumstances described in that Schedule, the basis for
charging for which is set out at paragraph 12 of Schedule D1;
“Transition”
means the transition from the Horizon Applications and the Horizon
Service Infrastructure to the Business Capabilities and Support Facilities
and the HNG-X Service Infrastructure, together with changes to the HNG-
X Services as described in Schedule B3.1, through the carrying out of the
HNG-X Project Activities and the Associated Change Activities in
accordance with the HNG-X Programme Plan;
"Trigger Points”
means each of the events designated as a trigger point in Table 5 in Part 1
of Annex 1 to Schedule BS and, in relation to the Trigger Point Table, each
of the events specified in that table;
"Trigger Events”
means the events set out in the columns headed ‘Trigger Event’ in the
tables that appear in paragraph 2 of Schedule B3.1;
“Trigger Point Table”
means the table of that name in Annex C to Schedule D1;
"Unavailable"
means, in respect of a Counter Position, that it is not able to perform all
Transactions, or communicate with the HNG-X Central Infrastructure (and
that an agreed fallback condition as defined in Table 3 in section 2.3.4.2.5
of the Branch Network, Service Description does not apply) during a Post
Office Core Day;
“Upper Target Price”
shall have the meaning given to it in paragraph 1.3.2 of Schedule D8;
Use"
means the right of Post Office, in connection with the Services (except in
the case of Horizon Third Party Software where such right shall be in
connection with the Existing Services only) and for no other purposes to
load, execute, store, transmit, display, copy (for the purposes of loading,
execution, storage, transmission or display) or otherwise to utilise the
Software. To the extent permitted by law, such right of Use shall not
include the tight to reverse assemble, reverse compile, decode or
otherwise translate the Software;
"Use Case"
represents a Post Office Functional Requirement in the form of a
description of a set of interactions with the HNG-X System that supports a
named business goal;
“User”
means a person authorised by Post Office to use a Service;
“User Interface Definition
Process"
means the process for the refinement of the HNG-X Requirements for the
HNG-X User Interface and the definition of the agreed HNG-X User
Interface as set out or referred to in Part 3 of Annex 11 to Schedule B6.
“Volume Forecast
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Reduction"
"Volumetric
for that month as requested by Post Office and implemented in
accordance with the procedure set out in the CCD "Horizon Capacity
Management and Business Volumes" (PA/PER/033), expressed as a
percentage of the Transaction volumes forecast for that month as at the
date when that CCD is amended pursuant to CCN 1200;
shall have the meaning set out in paragraph 4.1 of Schedule C1;
"VSAT" means very small aperture terminal;
"WAN" means wide area network;
“WebRiposte” means the Software referred to as such and identified in row 3 of Table 1
of Schedule B4.1 or in row 1 of Table 4 of Schedule C3 (as applicable);
"Work Order” shall have the meaning given to it in paragraph 4.2 of Schedule D2;
"Work Ordering means the procedure for the procurement by Post Office of goods,
Procedure” services or both from Fujitsu Services, as described in Schedule D2 and,
in relation to the procurement of Development Services, also in Schedule
Bt;
"Work Package"
means a discrete package of work (covering the supply of goods,
services or both) which is either to be contracted for in a single Work
Order or to be divided into Work Package Elements each of which will
be contracted for in a single Work Order;
"Work Package Element”
means any element of a Work Package which is intended to be the
subject of a discrete Work Order;
"Worker"
shall have the meaning given to it in Clause 48.4.3;
"Working Day”
means a day other than a Bank Holiday, a Saturday or a Sunday;
"Working Document"
means any document designated as a Working Document and any other
document other than the Agreement, Change Control Notes executed by
both Parties, Work Orders approved by both Parties, Contract Controlled
Documents and Contract Referenced Documents. Working Documents
are without prejudice to either of the Parties’ contractual or other existing
rights or obligations from time to time and nothing contained therein shall
be deemed or construed as affecting existing contractual obligations or
creating new contractual obligations between either of the Parties; and
"Working Hours”
means for an individual post office, the hours during which that office is
open for normal business.
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Version History
SCHEDULE At
PREFERRED SYSTEMS INTEGRATOR
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1.0 31/08/06 Agreed version as at date of signature of CCN
1200
TA 26/09/06 Minor corrections
2.0 24/01/07 Baseline copy of 1.1
I 62. [15/06/09 Moving all Schedules to V6.0 as agreed with. }---_____
Fujitsu
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24
22
34
SCHEDULE At
PREFERRED SYSTEMS INTEGRATOR
INTRODUCTION
In Clause 2 of this Agreement Post Office has stated that it is its present intention to appoint Fujitsu
Services as Preferred Systems Integrator with a wider scope of operation than the Infrastructure and
with the potential to include all Relevant IT Systems in that scope. The purpose of such appointment
would be to exploit the appropriate IT and services to drive Post Office's business strategy. This
Schedule sets out the rights and obligations of a Preferred Systems Integrator and the terms upon
which Post Office would be willing to appoint Fujitsu Services as the Preferred Systems Integrator.
The Systems Integration Partnership and Executive Relationship shall review opportunities to create
value for Post Office by Fujitsu Services taking on the Systems Integration of additional IT systems
and services, and shall maintain a list of such opportunities in a Working Document.
SCOPE
For the purposes of this Schedule At, “Preferred Systems Integrator” shall mean the person
appointed by Post Office from time to time to carry out the procurement, integration, provision and
management of any or all applications, infrastructure and services required by Post Office for the
purposes of integrating some or all of the following information technology systems:
2.1.1 any new IT system acquired by Post Office which is required by Post Office to interface with
the Infrastructure;
2.1.2 any existing IT system used by Post Office which interfaces or is required to interface with
the Infrastructure; or
2.1.3 any other IT system currently in use or acquired by Post Office after the Amendment Date
which is not required to interface with the Infrastructure, but excluding any system that is
provided as a shared information technology system with other parts of the Royal Mail
Group,
(each a “Relevant IT System’, together the “Relevant IT Systems’).
Subject to the Parties agreeing the terms for Systems Integration responsibility in accordance with
paragraph 4.1, such responsibility may involve the Preferred Systems Integrator undertaking the
provision of operating, support, development and maintenance activities associated with Systems
Integration using either its own resources or by procuring some or all of such associated activities
from subcontractors. Where such associated activities are procured from third parties, the Preferred
Systems Integrator shall remain solely responsible to Post Office for their provision.
APPOINTMENT
Nothing in this Agreement shall oblige Post Office to appoint Fujitsu Services as its sole Preferred
Systems Integrator. However, it is Post Office's present intention, subject to paragraphs 3.2 and 3.3,
to appoint Fujitsu Services as the Preferred Systems Integrator within twelve months of the
Amendment Date.
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3.2 Post Office, at its sole discretion but acting reasonably in accordance with paragraphs 3.3, 3.4 and
3.5, shall determine:
3.2.1 when Fujitsu Services is first appointed as Preferred Systems Integrator;
3.2.2 which categories of Relevant IT Systems that initial appointment covers; and
3.2.3 the timing and extent of any subsequent additions to that scope.
3.3 Post Office's determination of the matters referred to in paragraph 3.2 shall be based on Post
Office's assessment of (a) the extent to which Fujitsu Services has met the criteria for selection of a
Preferred Systems Integrator as set out in paragraph 3.4, taking account of the matters set out in
paragraph 3.5 and (b) Fujitsu Services’ performance of its obligations under this Agreement as
monitored by Post Office and disclosed to Fujitsu Services in accordance with the processes set out
in Schedule A2.
3.4 Post Office's criteria for selecting a Preferred Systems Integrator will comprise the candidate's ability
to demonstrate (by reference where appropriate to any track record with Post Office) that it can, with
respect to large scale complex IT systems such as that used in relation to the Horizon Service
Infrastructure:
3.4.1 work collaboratively with other Post Office suppliers in delivering Post Office end to end
requirements;
3.4.2 manage third party service and product suppliers to deliver integrated solutions;
3.4.3 deliver continual improvements in levels of service;
3.4.4 deliver value for money to Post Office;
3.4.5 _use innovation to improve Post Office competitiveness;
3.4.6 deliver application developments consistently within time, at or below cost budgets and to
required quality;
3.4.7 select supplier-independent products and services most appropriate to meet Post Office
requirements; and
3.4.8 adopt ways of working based on a relationship of mutual trust.
3.5 In evaluating Fujitsu Services’ performance against the criteria set out in paragraph 3.4, Post Office
shall take account of the following:
3.5.1 Fujitsu Services’ progress on completing Project HNG-X within time, at or below cost
budgets and to required quality;
3.5.2 the ability of Fujitsu Services SIP Team Members, and/or Fujitsu Services, to generate and
implement innovative ideas to either reduce Post Office costs or improve Post Office
efficiency;
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4.2
3.5.3 Fujitsu Services recommending the selection of other companies’ (rather than its own)
products and services where these are demonstrably a better fit with Post Office's
requirements;
3.5.4 Fujitsu Services demonstrating in relation to at least one Service that they are best value for
money;
3.5.5 Fujitsu Services adopting new ways of working such as transparency on costing for new
proposals, not 'man marking! (which means a situation where both Parties utilise individuals
to manage a Service or other aspects of the Services) and, where appropriate, adoption of
‘win-win’ as the way of resolving issues; and
3.5.6 when considering additions to the scope of Fujitsu Services’ Preferred Systems Integrator
role, its performance of that role in relation to its existing scope.
Without prejudice to any Systems Integration activities being provided by Fujitsu Services under this
Agreement, Post Office reserves the right to seek competitive bids for any Systems Integration
activities in relation to Relevant IT Systems where it considers it would be in the best interests of
Post Office to do so. Fujitsu Services (having been appointed as Preferred Systems Integrator)
would be invited to bid in all such competitions.
The appointment of Fujitsu Services as Preferred Systems Integrator will be terminated with
immediate effect upon the termination or expiry of this Agreement.
The appointment of Fujitsu Services as Preferred Systems Integrator may be terminated or the
scope within which it has such a role reduced with immediate effect by Post Office in its sole
discretion:
3.8.1 should Fujitsu Services unreasonably refuse to accept responsibility for any Relevant IT
System nominated by Post Office in accordance with paragraph 4; or
3.8.2 should Fujitsu Services fail to fulfil its obligations under this Schedule A1.
Should Fujitsu Services be appointed as Preferred Systems Integrator and such appointment be
terminated or its scope reduced under paragraph 3.8, Fujitsu Services’ obligations under this
Agreement to provide Systems Integration activities for the HNG-X Services shall continue in
accordance with the other provisions of this Agreement.
RESPONSIBILITY
At any time following Post Office's appointment of Fujitsu Services as its Preferred Systems
Integrator, Post Office shall be entitled to nominate any Relevant IT System as a system for which
Post Office would like the Preferred Systems Integrator to assume responsibility and shall disclose
full details of the Relevant IT System to the Preferred Systems Integrator. The terms on which the
Preferred Systems Integrator assumes such responsibility shall be subject to agreement in
accordance with the Change Control Procedure.
Subject to the Parties agreeing the terms for Systems Integration responsibility in accordance with
paragraph 4.1, activities in relation to the Relevant IT System will commence within three months of
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the date that such Relevant IT System is nominated for such responsibility by Post Office under
paragraph 4.1 or such other period agreed between the Parties.
Post Office shall facilitate discussions between the Preferred Systems Integrator and any current
supplier of products and/or services that are relevant to the nominated Relevant IT System. Where
requested by the Preferred Systems Integrator, Post Office shall use reasonable endeavours to
procure that Post Office's existing contracts with such suppliers that are relevant to the nominated
Relevant IT System are assigned to or novated in favour of the Preferred Systems Integrator.
Subject to the Parties agreeing the terms for Systems Integration responsibility in accordance with
paragraph 4.1, the Preferred Systems Integrator shall be responsible for all Systems Integration
activities in relation to each Relevant IT System which Post Office nominates to the intent that the
Preferred Systems Integrator shall ensure that:
4.4.1 each Relevant IT System meets the applicable service levels; and
4.4.2 the interoperability and performance across Relevant IT Systems meet the required service
and performance levels applicable to each Relevant IT System.
VALUE FOR MONEY
The Preferred Systems Integrator activities shall be subject to market testing. Where Fujitsu Services
is appointed as Preferred Systems Integrator, such market testing shall be carried out in accordance
with the principles set out in Schedule D6, without causing delay to any of the other Market Testing
activities described in that Schedule.
Where the Preferred Systems Integrator procures associated activities from a third party in
accordance with paragraph 2.2, the provision of those activities shall be subject to market testing.
Where Fujitsu Services is appointed as Preferred Systems Integrator, such market testing will be
conducted in accordance with the principles set out in Schedule D6 without causing delay to any of
the other Market Testing activities described in that Schedule and validated in accordance with the
provisions of Schedule D4.
LEGALITY
The provisions of this Schedule At shall apply to the extent permitted by law, including, but not
limited to, the provisions of the Competition Act 1998, Directive 2004/17/EEC and Directive
2004/18/EEC.
ASSOCIATED DOCUMENTS
There are no CCDs associated with this Schedule A1.
There are no CRDs associated with this Schedule A1.
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SCHEDULE A2
RELATIONSHIP AND GOVERNANCE
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of
signature of CCN 1200
2.0 24/01/07 Baseline copy of 1.2
3.0 30/01/09 Baseline copy of 2.2
Deleted: 6.0
6.0 15/06/09 Moving all schedules to V6.0 as
agreed with Fujitsu
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SCHEDULE A2
RELATIONSHIP AND GOVERNANCE
1. OBJECTIVES
1.1 The Parties intend that the relationship and governance arrangements under this
al
2.2
Schedule A2 will help achieve the aim of ensuring an effective working relationship
between the Parties and the overall success of the Agreement.
The relationship and governance arrangements under this Schedule A2 will be used,
inter alia, to monitor, and assist with the aim of achieving, the Joint Objectives set out in
Recitals E(d) to (g) (inclusive) of this Agreement.
THE RELATIONSHIP
Decisions shall be taken through the following mechanisms (each a “Relationship”):
2.1.1. Systems Integration Partnership and Executive Relationship;
2.1.2 Service Management Relationship;
2.1.3 Commercial Relationship;
2.1.4 the Demand Planning Board; and
2.1.5 Programme/Release Relationship,
by the Post Office Subject Lead and the Fujitsu Services Subject Lead for each relevant
Relationship.
Annex 1 to this Schedule A2 sets out in relation to each Relationship:
2.2.1 the Post Office Subject Leads of that Relationship and any other Post Office
appointed members;
2.2.2 the Fujitsu Services Subject Leads of that Relationship and any other Fujitsu
Services appointed members;
2.2.3 the responsibilities of that Relationship;
2.2.4 the frequency with which that Relationship will meet, unless agreed otherwise
by the Parties; and
2.2.5 certain other general information relevant to that Relationship.
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3. GENERAL PROVISIONS
3.1 Save to the extent that a matter is one of the “Reserved Matters” described in
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
paragraph 5 of this Schedule A2, Decisions agreed between the Subject Leads of each
Party (or their fully empowered deputies) for the appropriate Relationship will be
effective and binding on the Parties (whether or not such Decision is made at a
scheduled meeting of a Relationship), provided in each case such Decisions are within
the scope of the relevant Relationship's responsibilities as described in Annex 1 to this
Schedule A2 and such Decision is recorded in accordance with paragraph 3.5.
Each Relationship shall be conducted through “meetings”, comprising, for the purposes
of this Schedule A2, telephone conferences, teleconferences or other means of
discussion as the Parties consider appropriate from time to time.
The Subject Leads for each Relationship will agree what (if any) regular or occasional
meetings they wish to hold (and their frequency), where otherwise not stated in Annex 1
to this Schedule A2, in order to discharge the responsibilities and purpose of the
relevant Relationship.
Members of a Relationship may, with the consent of the other Party's Subject Lead for
that Relationship (such consent not to be unreasonably withheld or delayed), invite
other persons to attend meetings of that Relationship.
For any Decision of a Relationship to be effective and binding on the Parties, it must be
in writing and signed by the Subject Leads (or their fully empowered deputies) of that
Relationship.
At least once in every calendar year, the members of each Relationship shall discuss
and review whether the frequency with which their Relationship meetings are held
should be altered.
The Parties agree that day-to-day operational issues arising under or in connection with
this Agreement will be managed through delegated authority, including through
operational review forums, project boards and problem management working groups
that are established from time to time by the Parties, with a view to resolving them in a
timely manner.
Any operational issues which cannot be resolved in a timely manner in accordance with
paragraph 3.7 shall be considered by the relevant Subject Leads at the first available
opportunity.
The Parties agree to use their reasonable endeavours to make Decisions through timely
and effective communication through the appropriate Relationship and not to
unreasonably delay Decisions.
The Subject Leads of each Relationship will agree measurement criteria from time to
time for determining the effectiveness of the relationship between the Parties in meeting
the Joint Objectives set out in Recitals E(d) to (9) (inclusive).
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3.11
3.42
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51
5.2
5.3
In addition to the Subject Leads for each Relationship, each of the Operations Director
for Post Office and the Commercial Division Director for Fujitsu Services shall supervise
the Agreement and shall hold such meetings as they jointly consider necessary to
monitor the strategic direction of the relationship between the Parties under this
Agreement.
Nothing in this Schedule A2 shall restrict either Party from exercising any right conferred
upon it under this Agreement and notwithstanding anything to the contrary in this
Schedule A2, no decision to exercise or waive any such tight shall require the
concurrence of the other Party.
PROGRAMME/RELEASE RELATIONSHIP
The Programme/Release Relationship shall:
4.1.1 provide a governance structure for each programme and/or Release under this
Agreement through the following boards:
4.1.1.1 the 'Programme/Release Board(s)';
4.1.1.2 the ‘Acceptance Board(s)'; and
4.1.1.3 the ‘Joint Release Authorisation Board(s)'; and
4.1.2 through each relevant board, consider, inter alia, future work or changes
generated by ongoing and planned feasibility studies and other areas of
potential work generated through the SIP.
Annex 1 to this Schedule A2 sets out the Subject Leads, other members, responsibilities
and frequency of meetings of each of the boards within the Programme/Release
Relationship.
RESERVED MATTERS
New, increased, reduced or modified obligations or responsibilities of either Party can
only be effected by making changes to this Agreement in accordance with the Change
Control Procedure. Nothing in this paragraph 5.1 shall restrict either Party from
agreeing Work Orders.
Commitment of new expenditure by Post Office can only be approved through the
processes described in Schedule D2 or Schedule A3.
To the extent that a Decision under this Schedule A2 has had or will have an impact on:
5.3.1. the costs of Fujitsu Services (of an amount greater than £10,000) which Fujitsu
Services would have dealt with under the Change Control Procedure and
reflected in a change to the Charges had that impact been understood at the
time the Decision was made;
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8.2
5.3.2 the achievement of any Service Level or other obligation of Fujitsu Services
under this Agreement;
5.3.3 any contractual or project date agreed between the Parties in relation to this
Agreement; or
5.3.4 any Post Office Responsibilities which would have been dealt with under the
Change Control Procedure had such impact been understood at the time the
Decision was made,
that Decision will be reversed (to the extent it is reasonably practicable to do so) by the
Relationship which made that Decision with effect from the date of such reversal, and
the matter dealt with under the Change Control Procedure. Each Party shall bear its
own costs of complying with such Decision until it is reversed in accordance with this
paragraph. Any disputes arising in relation to such reversal will be resolved in
accordance with the Dispute Resolution Procedure.
ESCALATION PROCEDURES
Any dispute arising out of or in connection with this Agreement, including any matters
arising out of or in connection with this Schedule A2, shall be resolved in accordance
with the Dispute Resolution Procedure.
RELATIONSHIP MANAGEMENT
The Parties shall jointly monitor the operation of the relationship and governance
arrangements under this Schedule A2 and initiate remedial action (including escalation
if required in accordance with paragraph 6) if these are not being followed.
ASSOCIATED DOCUMENTS
The following CCDs are associated with this Schedule A2:
Document Reference Document Title
1 BP/STD/o03 "Standard Terms and Conditions for
Work Orders”
The following CRDs are associated with this Schedule A2:
Document Reference Document Title
NO CRDs APPLICABLE
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Annex 1 to Schedule A2
Relationships
The Parties acknowledge that the job titles of the Relationship members identified in this Annex
1 may change over time (particularly if either Party introduces any new internal management
structure) and that should this occur the appropriate attendees would be the persons holding
the equivalent positions to those identified below.
Systems Integration Partnership and Executive Relationship
Post Office Purchasing Director for Post Office (Subject Lead for Executive Responsibilities)
Members Head of Change and IS (Subject Lead for SIP-Related Responsibilities)
Fujitsu Services I Business Unit Director (Subject Lead)
Members
Responsibilities Executive Responsibilities
* Monitoring the overall success of the relationship, including resolution of
any Disputes escalated for Executive Review under the Dispute
Resolution Procedure.
* Approval of new initiatives (HNG-X and non-HNG-X)..
* Overseeing management by the Commercial Relationship of matters
arising in respect of Market Testing under Schedule DS.
* Monitoring the performance of Fujitsu Services’ obligations in
connection with this Agreement for the purposes of determining matters
relevant to Fujitsu Services’ appointment as Preferred Systems
Integrator and disclosing the results of such monitoring to Fujitsu
Services in accordance with Schedule A1.
* Gain Share and Strive monitoring, including agreement of baselines.
SIP-Related Responsibil
* Strategic direction and use of SIP resource — (a) agreeing the quantity
and type of SIP resource to be provided by Fujitsu Services and (b)
approving the programmes and initiatives to which the SIP resource or
any Fujitsu Services SIP Team Members shall be applied in order to
best achieve the Joint Objectives set out in Recitals E(d) to (g)
(inclusive).
* Agreeing the sharing of any benefits accruing from a cost saving
initiative or future development work in accordance with the principles of
Schedule D3 relating to the SIP and overseeing the management,
operation and delivery of the SIP under Schedule B1.2.
* Reviewing and managing opportunities for the Preferred Systems
Integrator and the SIP; maintaining a list of such opportunities ina (Deleted? —_—*d;
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Systems Integration Partnership and Executive Relationship
Working Document.
* Post Office benefits realisation monitoring.
* Assisting with the aim of achieving the Joint Objective set out in recital
E(g), including co-ordinating visits from time to time by agreed members
of Post Office staff to any Fujitsu Services laboratories so as to have
access to Fujitsu Services research and technical expertise.
Service Management Relationship
Post Office Head of Operations Control (Subject Lead)
Members
Fujitsu Services I Customer Service Director (Subject Lead)
Members
Responsibilities
* Ensuring continuous improvement in the service management
environment through pro-active management.
* Reviewing Operational Services performance, including against agreed
Service Levels and agreeing remedies payable (if any) in accordance
with the relevant terms of this Agreement.
* Reviewing network performance.
* Reviewing operational reliability of Infrastructure, tracking MTBF rates
and considering/recommending remedial courses of action (e.g, full or
partial technological refresh or Service Level relief).
* Resolving operational issues including, but not limited to, those arising
from non-conformance to agreed Service Levels.
* Reviewing future change plans to ensure the live environment is
prepared for Operational Services.
* Capacity management in relation to Service Management Services.
* Monitoring Operational Business Change processes.
Frequency
Monthly
Other general
There will be a monthly service review meeting for which Fujitsu Services shall
information prepare reports in the formats agreed from time to time.
Commercial Relationship
Post Office Purchasing Manager (Subject Lead, in relation to procurement, ordering and
Members approval of changes to the contract clauses and schedules)
Contract_Manager (Subject Lead, in relation to commercial, business,
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Commercial Relationship
governance and other issues)
Fujitsu Services
Members
Director, Commercial (Subject Lead)
Responsibilities
* Management and administration of the Agreement.
* Agreeing amendments to the Agreement subject to the Change Control
Procedure.
* Overseeing the ordering, invoicing and payment process in Schedule
Da.
* Overseeing the carrying out of Work Orders.
* Reviewing changes to the CCD entitled “Standard Terms and
Conditions for Work Orders" (BP/STD/003).
* Agreeing Commercial Terms in relation to Work Orders.
* Reviewing performance of and, where necessary, improvements to the
Change Control Procedure.
* Management reviews of Open Book, Gain Share and Market Testing.
* First level escalation for Disputes about the interpretation of this
Agreement, about invoice amounts or terms, and about other matters
referred to the Commercial Relationship.
* Monitoring, reviewing and reporting of events and progress and issue
resolution in respect of Market Testing under Schedule D6.
Frequency
Monthly
Programme/Release Relationship
Each of the following boards shall be established for each relevant programme or Release
(including Project HNG-X save in relation to the HNG-X Acceptance Board which shall be
constituted as described in Schedule B6.3):
Programme /Release Board(s)
Post Office
Members
Business Partner relevant to the subject matter of the programme or Release
(Subject Lead)
Programme and/or Release manager,
Design Authority (if appointed),
Business change manager (if appointed), and
Commercial manager (if appointed)
Fujitsu Services
Members
Fujitsu Services’ SI Director (Subject Lead)
Programme and/or Release manager
Others, as appropriate for the programme or Release.
Responsibilities
* Delivery of programmes and Releases to time and budget.
* Managing and resourcing Work Packages which relate to major
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Programme /Release Board(s)
development programmes.
* Managing contingency budgets approved in Work Orders including,
where appropriate, delegating authority to appropriate managers.
* Directing the holding of meetings of the ‘Joint Release Authorisation
Board’.
* Project management and governance in accordance with this
Agreement or, to the extent not in conflict or inconsistent with this
Agreement, PRINCE 2 standard practice. For example:
* review and resolution of operational issues arising in design,
development and testing; and
* review progress and performance against plan.
Notwithstanding the Parties’ use of PRINCE 2, or any other design or project
management methodology, the provisions of this Agreement shall not be varied
by such use unless the Parties agree otherwise in accordance with the Change
Control Procedure.
FrequencI As determined by the Subject Leads.
Other general I* There will be one 'Programme/Release Board’ for each major programme/
information Release.
* The Subject Leads will discuss current and future demand for such boards.
Acceptance Boards (for each Release)
Post Office
Members
Delivery, Integration and Assurance Manager (Subject Lead)
Programme and/or Release Manager
Design Authority
Commercial manager
Testing manager,
in each case for the relevant Acceptance activity.
Fujitsu Services
Members
Fujitsu Services’ SI Director (Subject Lead)
Programme and/or Release manager
Solution Architect
Testing manager,
in each case for the relevant Acceptance activity.
Responsibilities
* Consider and resolve Acceptance disputes arising under Schedule
B6.3.
* Consider and resolve Acceptance disputes arising under Schedule
B11.
* Agree Acceptance of the relevant Release and provide a
recommendation to the ‘Joint Release Authorisation Board’.
Frequency
‘As and when required to resolve issues arising during the Acceptance activity.
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Joint Release Authorisation Board
Post Office
Members:
Head of Operations Control (or nominated representative) (Subject Lead)
Delivery Integration and Assurance manager.
Fujitsu Services
Fujitsu Services’ SI Director (Subject Lead)
Members Customer Service Director and the appropriate Customer Service Introduction
Manager.
Respons ‘Agree the criteria and processes by which Releases will be authorised for
release into field trial or live operation and carry out readiness reviews of
stakeholders accordingly.
Frequency
As and when directed by the 'Programme/Release Board’.
Demand Planning Board
Post Office
Members
Head of Change and IS (Subject Lead)
+ other representatives as agreed from time to time.
Fujitsu Services
Members
Development Director (Subject Lead)
+ other representatives as agreed from time to time
Responsibilities
© Communication of service development plans — Post Office and
Fujitsu Services
© Agree high level planning assumptions for future developments of
services
© Joint planning to manage the allocation of pre-paid SI resources and
any progressive commitment to incremental resource above that level
¢ Initiate, monitor and ensure progress on development of service
definitions and terms and conditions for additions to the contracted
services
© Recommend additions to contracted services (that will then be
formally introduced by CCN)
© Oversight of agreeing Work Packages
Frequency
Monthly
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34
Annex 2 to Schedule A2
jispute Resolution Procedures
INTRODUCTION
The Parties shall use the Dispute Resolution Procedure to resolve any Dispute.
There may, subject to the other provisions of this Annex 2 to Schedule A2, be up to five
stages (each a "Stage" to the DRP as follows:
1.2.1 the Subject Lead Review to be cartied out in accordance with paragraph 2;
1.2.2 the Executive Review to be cartied out in accordance with paragraph 3;
1.2.3 the Board Review (including facilitation by an expert) to be carried out in
accordance with paragraph 4;
1.2.4 provided that the Parties agree to such procedure, mediation (to be carried out
in accordance with paragraph 6) or expert determination (to be carried out in
accordance with paragraph 7); and
1.2.5 where any mediation does not resolve the Dispute or the Parties do not agree to
the use of mediation or expert determination, or as otherwise provided for in this
Agreement, resolution through the courts of England.
The Parties may relax the timescales referred to in the DRP by mutual agreement (such
agreement not to be unreasonably withheld or delayed).
SUBJECT LEAD REVIEW
Subject to paragraph 2.2, as soon as either Party becomes aware of a disputed matter it
shall refer the Dispute to the Subject Leads best qualified to deal with the Dispute
(taking into account the nature of the Dispute and the responsibilities of each Subject
Lead) for resolution within five Working Days of the date of referral (the “Subject Lead
Review’). If the Dispute relates to the interpretation of this Agreement or to the amount
or terms of invoices, then the Dispute shall be referred to the Commercial Relationship
for resolution.
As soon as either Party becomes aware of a disputed matter in relation to the SIP it
shall refer the Dispute to Executive Review described in paragraph 3.
EXECUTIVE REVIEW
In the event that the Subject Leads of the Relationship to which the Dispute is referred
under paragraph 2 fail to resolve that Dispute, the Dispute shall be referred to the
Systems Integration Partnership and Executive Relationship for resolution in
accordance with this paragraph 3 (the "Executive Review"). Each Party shall, no later
than five Working Days after such failure (or as soon as reasonably practicable if the
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3.2
3.3
3.4
Dispute is in relation to the SIP), provide the other with a Statement of Dispute. If the
Parties agree to do so, such statements may be provided sequentially by one Party
responding to the Statement of Dispute of the other.
The Subject Leads of the Systems Integration Partnership and Executive Relationship
or other individuals nominated by each Party suitably empowered to deal with executive
matters (the “Nominated Executives") will be responsible for collating all relevant
information relating to the Dispute and for progressing the Dispute through the DRP
until it is resolved or determined.
The Executive Review shall take place within ten Working Days of the referral with the
object of resolving the Dispute by way of good faith negotiation.
The Parties may agree, before the Executive Review referred to in paragraph 3.3 takes
place, or if that review fails to resolve the Dispute referred to it, to appoint an expert
facilitator (the “Facilitator’) to assist with resolution of the Dispute on the following basis:
3.4.1 The Facilitator will be appointed as soon as reasonably practicable;
3.4.2 The Facilitator shall be an individual who:
3.4.2.1 holds qualifications in respect of the subject matter underlying the
Dispute; and
2 is approved by both Parties (such approval not to be unreasonably
withheld or delayed).
3.4.3 In the event that the Parties fail to agree upon an individual as the Facilitator,
the Facilitator shall be appointed at the request of Post Office or Fujitsu
Services (whichever is the earlier) by the President for the time being of the
Institution of Engineering and Technology so long as such appointee shall meet
the criterion in paragraph 3.4.2.1.
3.4.4 The Facilitator shall act as a facilitator and not as an expert or arbitrator and his
fees shall be borne by the Parties in equal shares.
3.4.5 Within five Working Days of appointment of the Facilitator the Parties shall
submit to the Facilitator:
3.4.5.1 each Party’s Statement of Dispute (as amended to reflect matters
discussed so far), such statement also to be disclosed to the other
Party; and
3.4.5.2 a joint agreed statement describing the scope of the initial
guidance required from the Facilitator.
3.4.6 The Dispute shall be referred to the Facilitator to obtain such initial guidance
and the Parties shall request that the Facilitator gives such guidance within 15
Working Days of receipt of the Statement of Dispute from both Parties. The
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4.2
4.3
4.4
5.1
Facilitator shall not be required to determine the Dispute unless the Parties
agree that he shall be appointed as an Expert in accordance with paragraph 7.
3.4.7 Once the Facilitator has given to the Parties his initial guidance on the Dispute,
the Nominated Executives shall meet within five Working Days of the initial
guidance being given and attempt to resolve the Dispute with the advice and
guidance of the Facilitator within ten Working Days of the meeting.
BOARD REVIEW
If the Dispute is not resolved by the Executive Review, the Parties may, if both Parties
agree, refer the Dispute for review by (i) either or both of the Operations Director of the
Post Office and/or the Procurement Director of the Royal Mail Group ple and (ii) the
Commercial Division Director, Fujitsu Services (the “Board Review’).
The Board Review shall take place within five Working Days of the referral with the
object of resolving the Dispute by way of good faith negotiation.
If the Dispute is not resolved within ten Working Days of the Board Review, the Parties
may, if both Parties agree, refer the Dispute to a Mediator (for resolution in accordance
with paragraph 6) or to an Expert (for determination in accordance with paragraph 7).
If the Parties do not reach agreement whether (a) to refer the Dispute for resolution by
Board Review, within 15 Working Days of completing the Executive Review, or (b) to
refer the Dispute to a Mediator or an Expert pursuant to paragraph 4.3, either Party may
seek resolution of the Dispute through the courts of England. Notwithstanding the
requirement in paragraph 4.2, if the Board Review has not taken place within 20
Working Days of referral, either Party may seek resolution of the Dispute through the
courts of England.
STATEMENT OF DISPUTE
A “Statement of Dispute” means a signed and dated statement of a Subject Lead
containing the following information:
5.1.1 the name, job title, postal address and contact telephone number of the Subject
Lead making the statement on behalf of one Party and that of the Subject Lead
of the other Party to whom the statement is given (each such Subject Lead
being a “Dispute Owner”);
5.1.2 an adequate description of the Dispute, from the perspective of the Party on
whose behalf the statement is made;
5.1.3 any dates by which an output or decision is required for operational reasons;
and
5.1.4 any recommendation for the resolution of the Dispute which the Dispute Owner
considers appropriate.
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5.2
6.1
6.2
63
7A
7.2
73
7.4
Within five Working Days of the completion of each Stage of the DRP the Dispute
Owners of each Party shalll, if the Dispute has not been resolved, prepare a joint
statement including:
5.2.1 _ the findings of the Stage in question; and
5.2.2 the output or decision required from the next Stage of the DRP,
to be used by or in connection with the next stage of the DRP.
MEDIATION
At any time after the Executive Review, the Parties may agree that the Dispute shall be
referred to mediation. In the event that the Parties agree to mediation, the Parties will be
responsible for appointing the mediator (the "Mediator"), but in the event that they are
unable to agree on a Mediator either or both of the Parties shall request the Centre for
Dispute Resolution ("CEDR") to appoint a Mediator.
The Parties shall, with the assistance of the Mediator, seek to agree the mediation
procedure. In default of such agreement, the Mediator shall act in accordance with
CEDR tules. The Parties shall, within five Working Days of the date on which the terms
of the mediation are settled, meet the Mediator in order to agree a programme for the
exchange of any relevant information and the structure to be adopted for the mediation.
Subject to agreement between the Parties, the mediation shalll take place within 30
Working Days of the appointment of the Mediator.
EXPERT DETERMINATION
At any time after the Board Review, the Parties may agree that the Dispute shall be
referred to an expert ("Expert"), appointed by the Parties, for final determination of the
Dispute.
The Expert shall be appointed as soon as reasonably practicable and shall be an
individual who:
7.2.1 holds qualifications in respect of the subject matter underlying the Dispute in
question; and
7.2.2 is approved by both Parties (such approval not to be unreasonably withheld or
delayed).
In the event that the Parties fail to agree upon the Expert to be appointed, the Expert
shall be appointed, at the request of Post Office or Fujitsu Services, by the President for
the time being of the Institution of Engineering and Technology so long as such
appointee shall meet the criterion specified in paragraph 7.2.1.
The Expert appointed under paragraph 7.2 shalll act on the following basis:
7.4.1 the Expert shall act as an expert and not as an arbitrator;
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7.4.2
74.3
7.4.4
745
74.6
the Expert shall decide the procedure to be followed in the determination of the
Dispute and shall be requested to make his determination in writing within 20
Working Days after his appointment or as soon as practicable thereafter;
the Expert's determination shall (in the absence of manifest error) be final and
binding on the Parties;
any amount payable by Fujitsu Services to Post Office as a result of the
Expert's determination shall be paid within ten Working Days of the Expert's
determination being notified to the Parties;
any amount payable by Post Office to Fujitsu Services as a result of the
Expert's determination shalll be included in the next invoice for the Charges and
paid by Post Office in accordance with Schedule D2; and
the costs of the determination, including the fees and expenses of the Expert,
shall be borne by the Parties in such proportions as may be determined by the
Expert.
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SCHEDULE A3
CHANGE CONTROL
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of
signature of CCN 1200
2.0 24/01/07 Baseline copy of 1.5
3.0 09/07/07 Baseline copy of 2.1a
34 03/01/08 Applying CCN’s1220a,1227¢
4.0 15/04/08 Baseline copy of 3.1
go ._--_--——s«d 5/06/09 == Moving all schedules to V6.0 as I
agreed with Fujitsu
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SCHEDULE A3
CHANGE CONTROL
14. INTRODUCTION
1.1 Amendments and changes to:
ei
2.2
23
24
25
1.1.1. the Clauses, Schedules and Annexes to this Agreement and to the Contract
Controlled Documents and Contract Referenced Documents listed in its
Schedules shall only be made; and
1.1.2 documents forming part of or related to Work Orders, where the amendment or
change satisfies the criteria specified in paragraph 5.3 of Schedule A2, may be
made,
in accordance with the Change Control Procedure.
Within the context of the following sections of this Schedule the term "change" includes
both amendments and changes.
PRINCIPLES
Where Post Office or Fujitsu Services identifies the need for a change, then Post Office
may at any time request a change or Fujitsu Services may at any time recommend a
change. Such a request or recommendation shall only be made and shall only be valid if
authorised (in each case) in accordance with the procedures set out in paragraph 3 of
this Schedule.
Neither Post Office nor Fujitsu Services shall unreasonably withhold or delay their
agreement to any change or proposal in relation thereto.
Until such time as a change has been fully authorised in accordance with the
procedures set out in paragraph 3 of this Schedule, Post Office and Fujitsu Services
shall continue as if the change had not been made.
Any discussions which may take place between Post Office and Fujitsu Services on a
change before its authorisation shall be without prejudice to the rights of either Party.
Any purported change provided by Fujitsu Services that has not been otherwise agreed
in accordance with the provisions of paragraph 2.1 above shall be undertaken entirely at
the expense and liability of Fujitsu Services. If so required by Post Office, Fujitsu
Services shall at its own expense promptly take all steps necessary to reverse and
remove the effects of such purported change.
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3. CHANGE CONTROL PROCEDURE
34 Standard Change Procedures
3.4.1
3.1.2
3.1.3
3.1.4
3.1.5
3.1.6
Page 3 of 6
Discussions between Post Office and Fujitsu Services in relation to a change to
be effected through the Change Control Procedure shalll result in any one of the
following:
3.1.1.1 no further action;
3.1.1.2 a request to make a change by Post Office's authorised representative
(a "Change Request" or “CR”);
3.1.1.3 a recommendation to make a change by Fujitsu Services.
Post Office shall send Change Requests to Fujitsu Services Change Control
Manager and Fujitsu Services shall respond to such Change Request by
submitting a Change Control Note (“CCN”) to the Post Office Change Control
Manager.
If Fujitsu Services considers that the preparation of a CCN, requested by Post
Office, would necessitate allocation of resources in excess of five mandays,
Fujitsu Services shall notify Post Office accordingly and, on agreement by Post
Office, Fujitsu Services will make a proposal for a paid study of the cost and
implications of producing the required CCN. Pending Post Office's acceptance
of that proposal or in the event that Post Office does not agree that such
proposal should be submitted, Fujitsu Services will be relieved of its obligations
to produce such CCN.
A recommendation to make a change by Fujitsu Services shall be submitted to
the Post Office Change Control Manager in the form of a CCN.
For each CCN submitted, Post Office shall evaluate the CCN and, as
appropriate, during the period of validity:
3.1.5.1 request further information;
3.1.5.2 authorise the change set out in the CCN in accordance with paragraph
3.1.8 below;
3.1.5.3 suggest modifications to the CCN (including, without limitation,
corrections of minor errors to avoid unnecessary rejection); or
3.1.5.4 notify Fujitsu Services of its rejection (together with an explanation of
the rejection) of the CCN.
The period within which Fujitsu Services shall respond to a CR, and the period
of validity of each CCN from the date it is submitted to Post Office shall be:
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3.4.7
3.1.8
3.1.6.1 one week in the case of CRs and CCNs whose sole effect is to change
or introduce CCDs or CRDs previously reviewed by the Parties (through
such document review processes as the Parties may agree from time to
time);
3.1.6.2 one week in the case of CRs and CCNs whose purpose is to effect a
change to the description of a Work Package or Work Package
Element, the Commercial Terms or other documents in approved form
that are the subject of or incorporated in a Work Order, but only where
such change would fall within paragraph 5.12 of Schedule D2; and
3.1.6.3 three weeks or such other period as the Parties may agree for a
particular CR or CCN.
In connection with CCNs submitted electronically, Fujitsu Services shall on the
date of submission send to the Post Office Change Control Manager two copies
of that CCN signed on behalf of Fujitsu Services by one of the following: Group
Commercial and Legal Director; Commercial Director; Director Business
Development; Account Director; or Business Unit Director.
Achange shall only be authorised if the relevant CCN has been signed by:
3.1.8.1 one of the Group Commercial and Legal Director, Commercial Director,
Director Business Development; Account Director and Business Unit
Director on behalf of Fujitsu Services; and
3.1.8.2 one of the Purchasing Manager and Procurement Director on behalf of
Post Office, except that changes whose sole effect is to introduce or
amend CCDs or CRDs may instead be signed by the Contract Manager
or his nominated deputy for this purpose.
3.2 Emergency Change Approval Procedures
3.2.1
3.2.2
Page 4 of 6
Emergency situations resulting in Post Office requesting, or Fujitsu Services
recommending, a change to be agreed urgently, shall be dealt with on a case by
case basis by one of the Group Commercial and Legal Director, Commercial
Director, Director Business Development; Account Director and Business Unit
Directoron behalf of Fujitsu Services and one of the Purchasing Manager and
Procurement Director on behalf of Post Office who shall jointly decide in writing
whether or not to authorise such change in accordance with this paragraph 3.2.
Where a change is authorised pursuant to paragraph 3.2.1 above:
3.2.2.1 the CCN relating thereto need not comply with paragraphs 3.1.1 to
3.1.8 above (inclusive);
3.2.2.2 such change shall, before it may be authorised, be set out in a CCN in
the form, and containing the information indicated in the CCD entitled
“Change Control Note" (PGM/CHM/TEM/0002) save that rather than
setting out:
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3.3
3.4
(a) full details of the change (including any specifications and user
facilities) an outline of the change shall be sufficient;
(b) statement of the impact, if any, of the change on other aspects
of this Agreement or Services, an outline of the impact shall be
sufficient; and
(c) proposed revised wording to this Agreement, direct (as distinct
from consequential) revised wording to this Agreement shall be
sufficient.
3.2.3 The short form CCN referred to in paragraph 3.2.2 above shall, once authorised
in accordance with this paragraph 3.2, be sent to the Post Office Change
Control Manager as soon as reasonably practicable.
Content of Change Control Note
Subject to paragraph 3.2 above, each CCN shall be in the form, and contain the
information indicated in the CCD entitled “Change Control Note”
(PGM/CHM/TEM/0002).
Record Keeping
3.4.1 Fujitsu Services shall retain a record of all CCNs raised.
3.4.2 Fujitsu Services shall make the CCN record available on demand to Post Office.
3.4.3 Fujitsu Services’ CCN record shall include without limitation the following
information:
3.4.3.1 the CCN number;
3.4.3.2 date CCN raised;
3.4.3.3 CCN sponsor (i.e. Post Office or Fujitsu Services); and
3.4.3.4 changes made pursuant to the CCN.
EMERGENCY PROCEDURES
If Fujitsu Services considers that any change is necessary in order for it to comply with
its obligations under this Agreement and there is insufficient time to comply with the
procedures described above, Fujitsu Services shall be entitled to proceed with such
change, provided that it shall as soon as practicable provide Post Office with a CCN for
retrospective change. Such change shall be subject to the procedures described in this
Schedule, and if Post Office, acting reasonably, does not agree to such change, such
change shall be invalid and Fujitsu Services shall at its own expense promptly take alll
steps necessary to reverse and remove the effects of such change.
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5. ASSOCIATED DOCUMENTS
51 The following CCDs are associated with this Schedule A3:
Document
Reference
Document Title
1
PGM/CHM/TEM/0002 I Change Control Note
2
COM/CUS/SPE/0001 I Post Office Contract Controlled and Contract
Referenced Document List
5.2 The following CRDs are associated with this Schedule A3:
Document
Reference
Document Title
NO CRDs APPLICABLE
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Version History
SCHEDULE A4
LEGISLATION, POLICIES AND STANDARDS
Version No Date Comments
1.0 31/08/06 Agreed version as at date of signature of
CCN 1200
2.0 24/01/07 Baseline copy of 1.3
30 16/10/07 Baseline copy of 2.1
40 23/02/09 Baseline copy of 3.3
6.0 15/06/09 Moving all schedules to V6.0.as agreed
with Fujitsu
I Schedule A4 Version §.0
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SCHEDULE A4
LEGISLATION, POLICIES AND STANDARDS
1 INTRODUCTION
4 The policies and standards defined in this Schedule shall apply to all relevant aspects of the
Services, HNG-X Development and Associated Change Development unless amended in
accordance with Schedule A3.
1.2 Fujitsu Services shall not knowingly undertake any activity which would prevent Post Office from, or
hinder it in, complying with these policies and standards, without the prior written consent of Post
Office.
1.8 In this Schedule A4, unless the context otherwise requires, any reference to a paragraph is to the
relevant paragraph of this Schedule.
& LEGISLATION
24 General
2.1.1 Without limitation to the specific areas identified below, which shall not limit the generality of
2.1.2
24.3
this paragraph 2.1.1, all Services, HNG-X Development and Associated Change
Development and all Equipment shall comply to the extent required by law with all relevant
legislation, including all relevant Governmental Regulations and, from the due date of UK
implementation, EU Directives and EU Regulations. Fujitsu Services shall ensure that
Services, HNG-X Development, Associated Change Development and Equipment are
maintained in compliance with any subsequent legislation throughout the term of this
Agreement and shall perform any modifications necessary to ensure such continued
compliance subject to Clause 12.1 of this Agreement. Fujitsu Services shall give advance
written notice to Post Office of any such maintenance and/or modification work required
under this paragraph. Post Office shall not withhold its consent under Clause 12.1 if to do so
would cause Fujitsu Services to fail to comply with any such subsequent legislation. Fujitsu
Services shall be entitled to recover from Post Office the Fujitsu Service Cost (charged on an
Open Book basis) of maintenance and/or modifications required to ensure such continued
compliance under this paragraph (which includes, without limitation, continued compliance
with relevant or subsequent legislation or mandatory standards referred to in paragraphs 3.2
and 3.3).
Fujitsu Services shall, on request by Post Office, establish to Post Office's satisfaction the
compliance of Services, HNG-X Development, Associated Change Development or
Equipment with legislation or specified policies and standards. In the event that Fujitsu
Services and Post Office fail to agree that compliance has been demonstrated satisfactorily,
the matter shall be treated in accordance with Clause 70.
Fujitsu Services shall ensure that, where the installation of Equipment or the provision of
Services, HNG-X Development or Associated Change Development involves the alteration or
extension of existing building services, such work complies with the standards set out in
British Standards and Approved Codes of Practice which are deemed therein to satisfy the
relevant regulations, including without limitation the Electricity at Work Regulations 1989 and
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2.1.4
24.5
2.1.6
Electricity at Work Regulations (NI) 1991 (S.R. 1991 No. 13) and BS 7671:1992,
Requirements for Electrical Installation.
Fujitsu Services shall give due attention to the effects on the environment of the Equipment
installed in Branches during manufacture, installation and use. This includes:
(a) use of CFCs;
(b) energy consumption;
(c) _recyclability of components;
(4) recyclability of Consumables;
(e) waste minimisation;
(f) use of sustainable resources;
(2) disposal of displaced equipment and waste; and
(h) making appropriate use of recycled materials.
Fujitsu Services shall, and shall procure that its Sub-contractors, when engaged in
connection with this Agreement, shall, adhere to environmental legislation applicable to its
and their respective activities, such as the Environmental Protection Act 1990 and insofar as
it relates to Northern Ireland any corresponding Northern Ireland legislation, and to the
publication ‘Waste Management: The Duty of Care - A Code of Practice”.
Notwithstanding anything to the contrary in paragraph 2.1.1, if Post Office requires that PIN
Pads comply with any new requirements with which they were not already required to comply
under this Agreement as at the date of signature of CCN 1200 in order to comply with the
provisions of “The Payment Card Industry PIN Entry Device Security Requirement (PCI
PED)" (or any similar, amended or replacement requirements from time to time issued by the
payment card industry), then the modifications to the PIN Pads and the work required by
Fujitsu Services to introduce and install them in Branches shall be agreed under the Work
Ordering Procedure and/or the Change Control Procedure, as appropriate.
2.2 Health and Safety
2.21
Fujitsu Services shall ensure that any Equipment installed at the Post Office Premises does
not prevent Post Office and its Agents from meeting their legal health and safety
responsibilities as employers, including without limitation those defined in:
(a) the Provision and Use of Work Equipment Regulations 1998 and the Provision and
Use of Work Equipment Regulations (NI) 1999; and
(b) the Workplace (Health, Safety and Welfare) Regulations 1992 and Workplace
(Health, Safety, and Welfare) Regulations (NI) 1998 (S.R. 1993 No. 37).
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2.2.2
2.2.3
The Equipment shall not interfere with the health or safety at work of Users, office staff or
others in the vicinity, including but without limitation interference as a result of emission of
acoustic noise, vibrations, heat, fumes or other radiation, or as a result of its construction.
Any new Branch Hardware supplied by Fujitsu Services will be provided with the appropriate
CE Mark documentation where applicable. Such documentation shall be provided prior to
purchase for standard off-the-shelf Branch Hardware otherwise it shall be provided after
purchase of the Branch Hardware.
2.3 Data Protection Act
2.3.1
2.3.2
2.3.3
2.3.4
Paragraphs 2.4, 2.5, 2.6 and 2.7 set out the Parties’ rights and obligations in relation to
Personal Data for which Fujitsu Services is the Data Processor and Post Office or a third
party is the Data Controller. Paragraph 2.8 sets out the Parties’ rights and obligations if and
to the extent that Fujitsu Services is the Data Controller of any Personal Data.
The Data Controller for particular Personal Data may be either Post Office or a third party.
Except where the context otherwise requires, if the Data Controller is Post Office, all
references to the Data Controller in paragraphs 2.4 to 2.8 inclusive are to be interpreted as
references to Post Office.
If Fujitsu Services:
(a) _ receives notice pursuant to paragraph 2.4.1(d); or
(b) otherwise becomes aware of any new categories of Personal Data that Post Office
intends will be processed by Fujitsu Services in connection with new types of
Transaction developed by Post Office using the AP-ADC Faaility or the APOP Facility
or the APOP Business Capability ("New Personal Data’),
and Fujitsu Services reasonably believes that, in order to comply with its obligations set out
in paragraphs 2.3 to 2.6 (inclusive) regarding the processing of such data, it will incur
additional costs or expenses that it would not incur if that data was not Personal Data, then:
(c) Fujitsu Services shall notify Post Office of the reasons for such additional costs and
expenses; and
(4) ___ the Parties shall agree any consequential changes to the provisions of paragraphs
2.8 to 2.6 (inclusive) and/or reasonable additional Charges (as the case may be)
under the Change Control Procedure (in the case of changes to those provisions or
to Charges for recurring services) or by approval of a Work Order (in the case of
Charges for work defined in a Work Package description), before the processing of
any such New Personal Data can commence.
Fujitsu Services shall not, unless the Parties agree otherwise, be required to process
Sensitive Personal Data, as that term is defined in the Data Protection Act 1998 and Post
Office shall ensure, to the extent that Post Office, its employees, contractors or agents,
determine or control the data that is collected for processing, that such data does not include
any Sensitive Personal Data.
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24 Post Office's authority and obligations
2.41
2.4.2
2.4.3
2.4.4
For the purposes of processing the Personal Data of each Data Controller which appoints
Post Office as a processor of that data, and prior to commencement of such processing, Post
Office shall:
(a) obtain delegated authority from each Data Controller to appoint Fujitsu Services to
process Personal Data of that Data Controller on the terms dealing with such
processing set out in this Agreement;
(b) obtain delegated authority from each Data Controller so that Fujitsu Services is
entitled to appoint any of Fujitsu Services’ sub-contractors listed in Schedule C2 to
process Personal Data of that Data Controller provided that, to the extent such
processing is undertaken by a sub-contractor, the subcontract incorporates terms
which are equivalent in nature and extent to those dealing with such processing set
out in this Agreement and which impose obligations upon that sub-contractor at least
as onerous as those imposed upon Fujitsu Services under this Agreement;
(c) ensure that the obligations, responsibilities and duties of Fujitsu Services in this
Agreement in respect of Personal Data are not wider or more onerous in nature or
extent than those which Post Office accepts under its own contract with each Data
Controller; and
(d) give at least 42 days prior notice to Fujitsu Services of any New Personal Data.
The terms referred to in paragraph 2.4.1(b) do not include terms related to payment.
Where Post Office fails to obtain delegated authority to the full extent referred to in paragraph
2.4.1, subject to paragraph 2.4.4, the Parties agree to co-operate with each other and to
execute such other additional agreements between them and/or each Data Controller as may
reasonably be required to give effect to the appointment of Fujitsu Services as a processor
(in accordance with the applicable provisions of this Agreement) of Personal Data on behalf
of that Data Controller.
In respect of any Personal Data of which Post Office is the Data Controller, Fujitsu Services
shall be entitled to appoint any of Fujitsu Services’ sub-contractors listed in Schedule C2 to
process that Personal Data provided that, to the extent such processing is undertaken by a
sub-contractor, the subcontract incorporates terms which are equivalent in nature and extent
to those dealing with such processing set out in this Agreement and which impose
obligations upon that sub-contractor at least as onerous as those imposed upon Fujitsu
Services under this Agreement.
Where Post Office fails to ensure that Post Office and Fujitsu Services have delegated
authority from each Data Controller to the full extent referred to in paragraph 2.4.1, or where
the terms of Post Office's contract with a Data Controller do not permit the Personal Data of
that Data Controller to be processed on the terms of this Agreement:
(a) Post Office shall indemnify Fujitsu Services in respect of all claims, demands,
actions, costs (including legal costs), expenses, losses and damages arising from or
incurred by reason of any processing of Personal Data by Fujitsu Services in the
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2.4.5
2.4.6
24.7
()
absence of such delegated authority or permission, unless such processing by
Fujitsu Services is outside Post Office's or the Data Controller's instructions or
otherwise in breach of this Agreement; and
Fujitsu Services shall not be required to perform any additional obligations or any
reduced or modified obligations as a result of such failure or lack of permission
without its agreement in accordance with the Change Control Procedure.
All instructions given by Post Office to Fujitsu Services (on its own behalf as Data Controller,
or on behalf of any other Data Controller) in respect of Personal Data shall at all times be in
accordance with the laws of the United Kingdom.
Fujitsu Services' rights and obligations
(a)
(b)
(c)
()
(e)
Fujitsu Services shall process Personal Data in accordance with the instructions of
each Data Controller which are as set out in the applicable provisions of the CCDs
listed:
(i) in the case of the Horizon Applications, in Schedule B4.2 and the CCDs
referred to in Schedule B4.2; and
(ii) in the case of Business Capabilities and Support Facilities, in Schedule B3.2
and the CCDs referred to in Schedule B3.2,
that deal with such processing (or as may be agreed under the Change Control
Procedure).
Fujitsu Services shall obtain no rights of any nature in Personal Data.
Personal Data shall not be mechanically copied or otherwise reproduced by Fujitsu
Services and shall not be altered or supplemented with other data except to the
extent necessary to comply with the provisions of this Agreement.
So far as this Agreement requires or as may be agreed under the Change Control
Procedure, Fujitsu Services shall arrange for the prompt and safe return of all
Personal Data together with all copies thereof which are under Fujitsu Services’
control to Post Office or the relevant Data Controller.
Fujitsu Services shall destroy or dispose of Personal Data in accordance with the
applicable provisions of this Agreement.
Subject Information Requests
(a)
Fujitsu Services shall record and then refer all written Subject Information Requests it
receives to Post Office or (if Post Office shall have previously notified Fujitsu
Services of the appropriate Data Controller contact name and address) to the
appropriate Data Controller within five days of receipt of the request, whether or not
the request was received in error.
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2.5 Audit
(b)
()
()
(e)
Post Office shall notify Fujitsu Services of each Subject Information Request it
requires Fujitsu Services to deal with, providing the statutory time limit applicable in
respect of each such request and sufficient information in each case to enable
Fujitsu Services to locate and retrieve the information requested or to confirm that
the information is not held by Fujitsu Services, as the case may be.
Fujitsu Services shall respond to each Subject Information Request as soon as
reasonably practicable taking into account the statutory time limit notified to Fujitsu
Services for that request and whether that time limit is reasonably achievable given
the amount of time between notification of that request and expiry of the statutory
time limit and the technical limitations of any systems used to source the information
requested.
It and to the extent that the number, type and frequency of Subject Information
Requests is such that Fujitsu Services, having discharged its obligation under
paragraph 2.4.7(c), is not able to respond to Post Office's requests within the time
limits specified by Post Office, the Parties shall assess the need for changes to the
relevant system architecture and/or investment in hardware, software or other
equipment to enable such requests to be responded to within applicable time limits.
Any such changes and/or investment shall be agreed by the Parties under the
Change Control Procedure and/or Work Ordering Procedure, as applicable.
Post Office shall pay Fujitsu Services’ Charges for assisting with Subject Information
Requests (but not for referring Subject Information Requests to Post Office or to third
party Data Controllers, for which Post Office shall not be charged), such Charges to
be calculated on a time and materials basis using Fujitsu Services rates set out in
paragraph 10.4 (but subject to paragraph 10.6) of Schedule D1.
If requested by Post Office, Fujitsu Services will allow reasonable access to its data processing
facilities and allow its procedures and documentation to be submitted for inspection (on Fujitsu
Services’ premises) by the auditors of each Data Controller in order to ascertain compliance with the
obligations of Fujitsu Services under this Agreement relating to data processing. Post Office shall
give Fujitsu Services reasonable notice of such access and/or inspection being required by a Data
Controller. Fujitsu Services’ charges for assistance provided to Post Office or a Data Controller for
the purposes of such access or inspection (which shall be paid by Post Office) shall be calculated on
the basis of Fujitsu Services’ rates set out in paragraph 10.4 (but subject to paragraph 10.6) of
Schedule D1.
26 Security and disclosure of Personal Data
2.6.1
Fujitsu Services shall at all times:
(a)
(b)
preserve the integrity of Personal Data; and
maintain security over Personal Data,
in accordance with the provisions of this Agreement, including (but not limited to) paragraph
41.
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2.6.2
2.6.3
2.6.4
2.6.5
The operational and technological processes and procedures in place to safeguard against
any unauthorised access, loss, destruction, theft, use or disclosure of Personal Data shall be
those which relate to Post Office Data set out in this Agreement.
Fujitsu Services shall not disclose any Personal Data to any person except to such of its
employees, agents, sub-contractors, third parties performing software maintenance or
support and consultants in each case who require that information in order for Fujitsu
Services to perform its obligations under this Agreement. Prior to disclosing Personal Data or
any portion thereof to such employees, agents, sub-contractors, third parties or consultants,
Fujitsu Services shall ensure the relevant employee, agent, sub-contractor, third party or
consultant is subject to a written contract with Fujitsu Services requiring them to comply with
Fujitsu Services’ obligations herein regarding the security and confidentiality of the Personal
Data and to comply with Fujitsu Services’ instructions in processing it. Fujitsu Services shall
not knowingly cause or allow an employee, agent, sub-contractor, third party performing
software maintenance or support or consultant to process Personal Data in a way that Fujitsu
Services would not itself be entitled to process it under this Agreement.
Fujitsu Services may disclose or transfer outside the European Economic Area Personal
Data which are an integral part of diagnostic data or data generated for diagnostic purposes
subject to and in accordance with the provisions of paragraph 2.6.3 and subject to the
proviso that either:
(a) the written contract referred to in paragraph 2.6.3 contains such other provisions (in
addition to those relating to security and confidentiality of the Personal Data) as are
necessary to satisfy the requirements of the eighth data protection principle of the
Data Protection Act 1998; or
(b) those requirements are otherwise satisfied or do not apply.
Fujitsu Services shall notify Post Office in writing whenever Personal Data are disclosed or
transferred outside the European Economic Area in accordance with this paragraph 2.6.4,
such notice to state who such Personal Data have been disclosed or transferred to and the
purpose of such disclosure or transfer and to contain, in general terms, a description of such
Personal Data.
Except as permitted by paragraph 2.6.4, Fujitsu Services shall not transfer Personal Data
outside the European Economic Area.
27 Indemnity
Fujitsu Services shall indemnify Post Office in respect of all claims, demands, actions, costs
(including legal costs), expenses, losses and damages arising from or incurred by reason of any
breach by Fujitsu Services of any of paragraphs 2.4.6(a), 2.4.6(c), 2.4.6(d), 2.4.6(e), 2.4.7, 2.5 and
2.6 provided that such breach caused a Data Controller to fail to comply with the Data Protection Act
1998 and to the extent such claims, demands, actions, costs (including legal costs), expenses,
losses or damages arise in connection with that failure.
28 Fujitsu Services as Data Controller
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2.8.1 Without limiting the generality of Clause 33.2 to this Agreement, Fujitsu Services shall if and
when it is acting as a Data Controller rather than a Data Processor of Personal Data:
(a) _ ensure that having regard to the purpose or purposes for which Personal Data were
obtained and further processed, it has taken reasonable steps to ensure the
accuracy of the Personal Data;
(b) ensure that its notifications to the Information Commissioner are correct and up to
date;
(c) respond in a timely fashion to all Subject Information Requests in relation to Personal
Data; and
(4) respond in a timely fashion to all requests for information or assistance from the
Information Commissioner.
29 Freedom of Information Act
2.9.1 Fujitsu Services acknowledges that Post Office is subject to legal duties which may require
the release of information under FOIA and/or EIR and that Post Office may be under an
obligation to provide information on request. Such information may include Confidential
Information.
2.9.2 In the event that Post Office receives a valid request for information under FOIA and/or EIR
to disclose Confidential Information (in whatever form), Post Office shall as soon as
reasonably practicable after receiving that request notify Fujitsu Services and the Parties
shall consider whether (i) the FOIA exemption in relation to confidentiality under section 41
FOIA or any other exemption under FOIA or EIR applies in relation to that request and (i)
there is a duty to confirm or deny that the Confidential Information in question is held by Post
Office.
2.9.3 Post Office shall not, subject to paragraph 2.9.7:
2.9.3.1 if and to the extent the Parties agree that paragraph 2.9.2 (i) applies in respect of any
request, disclose the Confidential Information requested; and
2.9.8.2 if and to the extent the Parties agree that paragraph 2.9.2 (ii) does not apply in
respect of any request, confirm or deny that the Confidential Information in question
is held by Post Office.
2.9.4 In the event the Parties do not agree whether (i) to confirm or deny that the Confidential
Information in question is held by Post Office and/or (ii) the FOIA exemption in relation to
confidentiality under section 41 FOIA or any other exemption under FOIA or EIR applies in
relation to the valid request as soon as reasonably practicable within the time limit applying,
Post Office, in its reasonable opinion and notwithstanding anything in this Agreement to the
contrary, will determine whether (and to what extent) it (i) confirms or denies that the
Confidential Information in question is held by Post Office and/or (ii) discloses the
Confidential Information in relation to the valid request received.
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2.9.5
2.9.6
2.9.7
2.9.8
Post Office shall notify Fujitsu Services of any order, decision, enforcement or practice
recommendation notice issued to it by the Information Commissioner or by any court or
tribunal in relation to the disclosure or non-disclosure of any Confidential Information ("FOIA
Order’).
On request from Fujitsu Services, Post Office shall bring to the Information Tribunal or to
such other courts and tribunals (having jurisdiction) as Fujitsu Services may reasonably
require, such actions and appeals against the disclosure of Confidential Information under
FOIA as Fujitsu Services may reasonably require, except where
2.9.6.1 Post Office reasonably considers that to bring or continue such an action or appeal
would be materially detrimental to its public reputation and this materially outweighs
any damage to Fujitsu Services’ commercial interests which would arise as a result
of such disclosure; or
2.9.6.2 Post Office has received a written opinion from legal counsel experienced in FOIA
related matters (a copy of such opinion to be provided, for information only without
reliance, to Fujitsu Services upon request) that such an action or appeal has no
reasonable prospect of success.
Nothing in this Agreement (including in this paragraph 2.9) shall prevent Post Office from
complying with any valid FOIA Order when required to do so by law provided that:
2.9.7.1 if Post Office is legally permitted to take any action or appeal (as contemplated by
paragraph 2.9.6) in respect of that FOIA Order; and
2.9.7.2 Fujitsu Services reasonably requires Post Office to do so in accordance with
paragraph 2.9.6 (and neither paragraph 2.9.6.1 nor 2.9.6.2 applies),
Post Office has taken such action or brought such appeal.
Fujitsu Services shall fully indemnify Post Office against all direct and indirect costs
(including, but not limited to, legal costs) and expenses reasonably incurred by Post Office in
complying with paragraph 2.9.6. Post Office shall use its reasonable endeavours to consult
with Fujitsu Services before incurring any such costs that are in excess of £10,000.
3. EQUIPMENT STANDARDS AND LEGISLATION
3.1 Fujitsu Services shall ensure that all Equipment is rated for continuous operation, and is capable of
functioning safely and reliably for an unlimited period, attended or unattended, in the installed
environment.
3.2 Each installation of such Equipment shall be physically and electrically safe and in compliance with
relevant legislation and recognised best practice. Such installation shall not cause interference with
other devices. Such Equipment may be required to be installed in residential premises.
3.3 In paragraph 3.2, “relevant legislation and recognised best practice” includes mandatory standards,
including all relevant Governmental Regulations and, from the due date of UK implementation, EU
Directives and EU Regulations. Such Equipment shall be maintained so as to be compliant with any
subsequent legislation or mandatory standards.
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3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.41
312
3.43
Fujitsu Services shall prove compliance with legislation or mandatory standards as and when
necessary.
Fujitsu Services shall ensure that all information technology, telecommunications or electrical
business Equipment (including but not limited to PIN Pads but not the power supply thereto)
complies with BS EN 60950, and that Equipment comprising AC power adapters (which for the
avoidance of doubt excludes PIN Pads) complies with BS EN 60065.
Fujitsu Services shall ensure that workstation aspects of the Equipment, excluding, for the avoidance
of doubt, PIN Pads and any other equipment which is used predominantly by Customers rather than
by Users, shall comply with The Health and Safety (Display Screen Equipment) Regulations 1992,
which implement Council Directive 90/270/EEC on working with display screen Equipment.
Fujitsu Services shall ensure that any Equipment containing laser emitters (including without
limitation laser printers and laser bar-code scanners) complies with BS EN 60825.
Fujitsu Services shall ensure that all electrical Equipment complies with:
3.8.1. the Radio Equipment and Telecommunications Terminal Equipment Regulations 2000 and
regulations 5 and 7 of the Electrical Equipment (Safety) Regulations 1994; and
3.8.2 the requirements of BS 7671 in relation to the method of connection to the main supply and
associated equipment earth leakage currents, insofar as it applies to the equipment supplied
by Fujitsu Services at the point of connection.
Fujitsu Services shall ensure that any Equipment connected, or intended for connection, to weighing
devices meets the requirements of Schedule 3 (Applications referred to in Article 1(2)(a) of the NAWI
Directive) of the Non-automatic Weighing Instruments Regulations 2000.
Fujitsu Services shall ensure that all visual display terminal Equipment (including without limitation
keyboards but excluding PIN Pads) complies with the relevant requirements of ISO 9241.
Fujitsu Services shall ensure that all Equipment that falls within the scope of either:
3.11.1 the Electromagnetic Compatibility (“EMC”) Regulations 1992, which implement Council
Directive 89/336/EEC (as amended by Directive 91/26/EEC, Directive 92/31/EEC and
Directive 93/86/EEC); or
3.11.2. the Radio Equipment and Telecommunications Terminal Equipment Regulations 2000, which
implement Council Directive 1999/5/EC and which replaced the provisions in the regulations
referred to in paragraph 3.11.1 relating to radio and/or telecommunications terminal
equipment,
complies with those Regulations.
Fujitsu Services shall ensure that Equipment covered by EN45501 complies with clause A4.5
(voltage variations) and annex B of that standard.
Fujitsu Services shall ensure that the acoustic noise emission of any item of Equipment does not
materially add to average background noise levels of the environment in which it is installed, and
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shall in no event exceed 60dB(A) when measured at a distance of 1 metre and in accordance with
1SO 7779.
3.14 Fujitsu Services shall ensure that all items of Equipment to which BS EN 60529 applies have an
Index of Protection rating of IP3X as defined in BS EN 60529.
3.15 Fujitsu Services shall ensure that Equipment complies with EN 55022 (Emissions) Information
Technology Equipment - Radio Disturbance Characteristics - Limits and Methods of Measurements.
4. POST OFFICE'S POLICIES AND STANDARDS.
41 Security Policy
4.1.1 Fujitsu Services shall maintain an organised security infrastructure covering:
(a) the agreement of a security policy;
(b) allocation of security responsibilities;
(c) security education and training:
(4) reporting security Incidents;
(e) physical security control;
(f) virus control;
(9) _ business continuity;
(h) control of Software;
(i) safeguarding Post Office records;
() information classification;
{k) compliance with data protection and other legislation;
()) information exchange control;
(m) Contractor's sub-contractors and suppliers;
(n) compliance with security policy;
(0) the management of fraud and risk during operation of the Services compatible with
Clause 16 of this Agreement.
4.1.2 Fujitsu Services shall be compliant with IS027001.
4.1.3 Security for the Services, HNG-X Development, Associated Change Development and
Equipment shall be managed and organised by Fujitsu Services in accordance with the CCD
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4.14
445
4.1.6
entitled "Horizon Security Policy" (RS/POL/002) and, when it comes into effect in
accordance with Schedule B3.1, the CCD entitled "Security Management Service: Service
Description" (SVM/SDM/SD/0017).
Security Standards
Fujitsu Services shall adhere to the relevant parts of the CRD entitled “Community
Information Security Policy for Horizon” (RM/POL/002) and co-operate with Post Office to
assist Post Office in complying with this standard and requirement.
Data Security
The confidentiality, integrity, validity and completeness of data shall be maintained
throughout all storage, processes and transmissions, including during periods of Service
Failure and recovery from Service Failure.
Prosecution Support
(a) Subject to paragraph 4.1.6(b), Fujitsu Services shall ensure that all relevant
information produced by the Infrastructure at the request of Post Office shall be
evidentially admissible (and, where relevant, capable of certification) in accordance
with the requirements of the law in relation to criminal proceedings.
(b) Fujitsu Services’ obligation in paragraph 4.1.6(a) shall apply to POL FS Data only to
the extent that:
(i) Fujitsu Services is responsible for the platforms on which the POL FS Data is
held and the performance of the POL FS Services; and
(ii) Performance of the obligation in paragraph 4.1.6(a) is achievable, taking into
account that once POL FS Data has been loaded onto the POL FS System,
the use of that data is controlled by Post Office.
(c) At the direction of Post Office, audit trail and other information necessary to support
live investigations and prosecutions shall be retained for the duration of the
investigation and prosecution irrespective of the normal retention period of that
information, provided that such information has not already been destroyed by
Fujitsu Services where such destruction is permitted by this Agreement.
5. CONTRACTOR’S POLICIES AND STANDARDS
5.1 Quality Management System
BAA
512
Fujitsu Services shall operate a quality management system which complies with BS EN ISO
9001 :2000 for all its activities within the scope of this Agreement.
The quality management system shall be applied to all aspects of the provision of Services,
HNG-X Development and Associated Change Development hereunder.
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5.1.3
514
The quality management system shall be audited and certified by a BSI accredited auditor,
who is independent of both Fujitsu Services and Post Office:
(a) __ in any event, at intervals of not longer than twelve months; and
(b) in addition, within 20 Working Days of any such request.
Fujitsu Services shall within one month of each audit:
(a) __ provide Post Office with copies of all reports produced by the auditor on the quality
management system; and
(b) notify Post Office of and carry out Fujitsu Services’ proposed follow up actions where
required.
5.2 Human-Computer Interface
Horizon
5.21
5.2.2
5.2.3
5.2.5
Fujitsu Services shall maintain the CCD entitled ‘Horizon Office Platform Service Style
Guide” (SD/STD/001), which relates to the Horizon Service Infrastructure and the Horizon
Applications, until the commencement of the Roll Out Phase. The Horizon Office Platform
Service Style Guide shall remain relevant in its then current form, in relation to Branches
utilising the Horizon Applications, until completion of the Roll Out Phase (at which point all
provisions of the Horizon Office Platform Service Style Guide shall cease to have effect).
The Horizon Office Platform Service Style Guide shall set out in relation to the Horizon
Service Infrastructure general guidelines for the Human-Computer Interface, including
without limitation details of screen layouts, system navigation routes and help and manual
entry facilities.
Fujitsu Services shall ensure that, in respect of the Horizon Service Infrastructure, the
Human-Computer Interface provides a consistent look and feel across all applications
delivered by Fujitsu Services over that infrastructure, and that the Human-Computer
Interface is easily adapted to facilitate the introduction of new applications. This provision
shall not apply in relation to any Transaction types developed and introduced by the Post
Office using the AP-ADC Facility and, unless the Parties agree otherwise, shall not apply in
respect of third party applications selected by Post Office.
Fujitsu Services shall_ maintain the CCD entitled "HNG-X Style Guide”
(ARC/SOL/ARG/0001), which relates to the HNG-X Service Infrastructure, the Business
Capabilities and Support Facilities. The provisions of that HNG-X Style Guide shall come
into effect upon commencement of the Roll Out Phase in respect of those Branches in which
HNG-X has been implemented.
The HNG-X Style Guide shall set out in relation to the HNG-X Service Infrastructure general
guidelines for the Human-Computer Interface, including without limitation details of screen
layouts, system navigation routes and help and manual entry facilities.
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641
62
63
64
65
66
67
68
8.2.6 Fujitsu Services shall ensure that, in respect of the HNG-X Service Infrastructure the Human-
Computer Interface provides a consistent look and feel across all applications delivered by
Fujitsu Services over that infrastructure, and that the Human-Computer Interface is easily
adapted to facilitate the introduction of new applications. This provision shall not apply in
relation to any Transaction types developed and introduced by the Post Office using the AP-
ADC Facility and, unless the Parties agree otherwise, shall not apply in respect of third party
applications selected by Post Office.
Generally
5.2.7 Fujitsu Services shall use reasonable endeavours to specify a Human-Computer Interface
which is intuitive and easy to use by Counter Clerks and other Users to minimise errors and
delays.
5.2.8 The provisions of paragraph 5.2 shall not apply in respect of the PostShop Solution user
interfaces.
ADDITIONAL POLICIES AND STANDARDS
Encryption keys used that could directly or indirectly expose plain text PIN values and any keys used
in association with MACs shall be managed in accordance with the principles established in ISO
8732 and ISO 11568 as applicable.
The key management scheme used between each PIN Pad and the rest of the Infrastructure shall be
the DUKPT scheme as defined by the ANSIX.24-2004 standard.
The HSM shall be conformant to the standards set out in the versions of FIPS 140-1 level 3 and ISO
9564 1° Edition 1991 section 6.3.1 as specified in the LINK information security standard issued
January 2001 (subject to such dispensations from that standard as LINK may grant from time to
time).
Fujitsu Services shall operate a secure method for the remote initialisation of PIN encryption keys (if
any) held in PIN Pads.
Sensitive Data captured in respect of each Branch prior to the HNG-X PCI Date in respect of that
Branch shall remain encrypted whilst it is within the Horizon Service Infrastructure whether in transit
or in storage, save where the TIS or Application Interface Specification for connection to an external
service specifies otherwise.
Cardholder Data captured in respect of each Branch on or after the HNG-X PCI Date in respect of
that Branch shall be handled as described in the CCD entitled “Security Constraints”
(ARC/SEC/ARC/0001).
Sensitive Authentication Data captured in respect of each Branch on or after the HNG-X PCI Date in
respect of that Branch shall be handled as described in the CCD entitled “Security Constraints”
(ARC/SEC/ARC/0001).
Sensitive DC Data captured in respect of each Branch prior to the HNG-X PCI Date in respect of that
Branch shall be handled as described in the CCD entitled “Debit Card MoP Functional Description”
(EF/SER/001).
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69 — Sensitive DC Data captured in respect of each Branch on or after the HNG-X PCI Date in respect of
that Branch shall cease to be handled as described in the CCD entitled “Debit Card MoP Functional
Description” (EF/SER/001).
7. SYSTEM AND DATA SECURITY
7.1 Legal and Regulatory Controls
7.1.1 Regulation of Investigatory Powers Act 2000
The security features, capabilities and related procedures provided by Fulitsu Services in respect of
all Services, HNG-X Development, Associated Change Development and Equipment shall be
compliant with the requirements of Part 3 of the Regulation of Investigatory Powers Act 2000 (the
“Act’). In the event that any provision of this Agreement imposes an obligation on Fujitsu Services
which is inconsistent with any requirement imposed by the Act, the requirement of the Act shall
prevail over the provisions of this Agreement and those provisions shall cease to apply to the extent
of such inconsistency.
7.1.2 Other Legal and Regulatory Controls
Fujitsu Services shall comply with all banking laws and regulations, including all relevant instructions,
standards and directions of a regulatory authority, which are in force and applicable to Fujitsu
Services on 26 April 2004. Fujitsu Services shall co-operate with Post Office to agree any necessary
changes to ensure compliance with any subsequent changes to such laws, regulations, instructions,
standards and directions and the Banking Code, such changes (and Fujitsu Services’ reasonable
charges in respect of such changes) to be agreed and introduced under the Change Control
Procedure.
7.1.3 CAPO
The Parties agree and acknowledge that in the event that additional or different legal or regulatory
requirements arise in respect of provision of the NBS and the Banking Business Capability to CAPO
beyond those which apply for provision of the NBS and the Banking Business Capability to other
Banks then compliance by Fujitsu Services with such additional or different legal and/or regulatory
requirements and the charges for such compliance will be dealt with through the Change Control
Procedure.
7.2 Secutity for the Existing Services
The security features, facilities and functionality set out in this paragraph 7 shall not reduce, mitigate,
add to or modify any of Fujitsu Services’ security obligations under this Agreement in respect of the
Services as they existed immediately prior to the date of approval of the CCN which introduced the
NBS.
7.3 Security Organisation and Management
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7.34
7.3.2
Fujitsu Services shall not unreasonably withhold assistance requested by Post Office (or by
Post Office on behalf of a member of the Royal Mail Group) in connection with the
investigation and resolution of any actual or potential security breach or threat.
Where a potential security breach or threat arises which is not addressed by this Agreement
(including the CCD entitled "Security Management Service: Service Description"
(SVM/SDM/SD/0017)), Fujitsu Services’ charges in respect of co-operation and assistance in
respect of such breach or threat (which shall be paid by Post Office to Fujitsu Services) shall
be calculated on a time and materials basis using the applicable rates specified in paragraph
10.4 of Schedule D1.
8. ETHICAL AND ENVIRONMENTAL COMPLIANCE
8.1 Fujitsu Services acknowledges on behalf of itself and other members of the Fujitsu Services Group
that the Fujitsu Services Group is supportive of the principles contained in the UN Global Compact,
the UN Universal Declaration of Human Rights and the Eight Fundamental International Labour
Organisation Conventions (each as may be amended from time to time) in the course of providing
the Services, HNG-X Development and/or Associated Change Development.
8.2 Fujitsu Services shall take reasonable steps (and shall ensure that members of the Fujitsu Services
Group shall take reasonable steps) to:
8.21
8.2.2
8.2.3
8.2.4
8.2.5
8.2.6
8.2.7
8.28
comply with local legal and regulatory requirements relating to occupational health, safety at
work and the environment;
provide staff and others engaged in the performance of this Agreement with appropriate
health, safety at work and environmental impact training applicable to their activities;
where necessary, identify and implement policies for improvement in health, safety at work
and environmental impact;
ensure the pay and working conditions of staff (including employees, casual and agency
workers) comply with all applicable laws, industry specific regulations and binding codes of
conduct;
ensure no individual is employed (including on a casual or temporary basis) directly or
indirectly in relation to its activities who is below the applicable minimum legal age for
employment;
ensure no person under 18 years of age is employed (including on a casual or temporary
basis) directly or indirectly in relation to its activities for any hazardous work;
ensure no person is engaged in work directly or indirectly in relation to its activities as a
result of forced, bonded or compulsory labour; and
to the extent the relevant law permits, allow all employees the freedom to join, or not to join,
an employee representative body,
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in the course of providing the Services, HNG-X Development and/or Associated Change
Development.
83 Fujitsu Services shall notify all its Sub-contractors, as soon as reasonably practicable, that they
should have appropriate policies in place to adhere to the principles referred to in paragraph 8.1 and
each of the requirements set out in paragraph 8.2 when performing the obligations which Fujitsu
Services has sub-contracted to them under this Agreement.
8.4 Upon request by Post Office, Fujitsu Services shall:
8.4.1 provide to Post Office reasonable evidence of the steps taken by Fujitsu Services and, where
relevant, other members of the Fujitsu Services Group to comply with the requirements set
out in paragraph 8.2; and
8.4.2 use reasonable endeavours to procure, to the extent the request so requires, that the Sub-
contractors shall provide to Post Office reasonable evidence of the policies which they have
in place to adhere to the principles referred to in paragraph 8.1 and each of the requirements
set out in paragraph 8.2 when performing the obligations which Fujitsu Services has sub-
contracted to them under this Agreement.
9. ASSOCIATED DOCUMENTS
9.1 The following CCDs are associated with this Schedule A4:
Document Reference
Document Title
1. RS/POL002 Horizon Security Policy
2. I SVM/SDM/SD/0017 Security. Management Service: Service
Description
3. Not used
4. SD/STD/001
Horizon Office Platform Service Style
Guide
5. DES/APP/STD/0001
HNG-X Style Guide
6. RS/CSD/001
9.2 The following CRD is associated with this Schedule A4.
Departmental IT Security Standards
Document Reference
Document Title
1 RM/POL/002
Community Information Security Policy for
Horizon
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SCHEDULE AS
POST OFFICE RESPONS!
Version History
atted Tabi
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN
1200
1 26/09/06 Minor corrections by PO
1.2 11/10/06 Further corrections from FS
1.3 19/01/07 Further minor corrections
1.4 22/01/07 Further corrections
2.0 24/01/07 Baseline copy of 1.4
21 05/05/09 Applying changes as per CCN1224a
6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu
Schedule AS Version 6,0,
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SCHEDULE AS
POST OFFICE RESPONSIBILITIES
1. INTRODUCTION
dA This Schedule A5:
1.4.1 sets out in Annex A, certain Post Office Responsibilities that Post Office
shall perform to enable Fujitsu Services to perform the HNG-X Services;
1.1.2 sets out in Annex B, certain Post Office Responsibilities which Post Office
shall perform to enable Fujitsu Services to perform the BCSF Service and
shall take effect at Trigger Point TS (Data Centre Ready for HNG-X);
1.1.3 identifies in Annex C, the Banking Responsibilities; and
1.1.4 identifies in Annex D, the Banking Obligations.
12 Subject to paragraph 2.3, Post Office shall perform all Post Office Responsibilities
whether or not set out or referred to in this Schedule.
2. POST OFFICE RESPONSIBILITIES RELATED TO THE BANKING FUNCTION AND
DEBIT CARD
24 The provisions of (i) the appendix to the CCD entitled “Debit Card MoP Functional
Description” (EF/SER/001) and (ii) Annex C, Annex D and Annex B to this Schedule,
set out the Banking Responsibilities, Banking Obligations, Debit Card Responsibilities
and Debit Card Obligations or identify where they are located in this Agreement.
2.2 The omission from the provisions referred to in paragraph 2.1 of an obligation or
responsibility of Post Office connected with the Banking Functions or Debit Card shall,
for the purposes of paragraphs 2.3 to 2.8:
2.2.1 if the obligation is stated as something for which Post Office "shall be
responsible", result in that obligation being classed as a "Banking
Responsibility” or “Debit Card Responsibility’ (as applicable);
2.2.2 if the obligation is stated to be something which Post Office “shall do",
result in that obligation being classed as a “Banking Obligation” or “Debit
Card Obligation” (as applicable);
2.2.3 if the obligation is to make payment to Fujitsu Services, result in that
obligation being classed as a “Banking Obligation" or “Debit Card
Obligation” (as applicable); and
2.2.4 inall other cases shall be, as the context so requires, a Banking Obligation
or Banking Responsibility or Debit Card Obligation or Debit Card
Responsibility. ‘
ScheduleASVersion6Q, ee ssss—s—SsSSSSi /
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2.3
2.4
2.5
2.6
27
2.8
3.4
Schedule AS Version 6,0,
Any failure by Post Office to carry out a Banking Responsibility or a Debit Card
Responsibility shall not be a Default under this Agreement.
As soon as reasonably practicable prior to Trigger Point TS (Data Centre ready for
HNG-X) the Parties shall review the Banking Obligations, Banking Responsibilities,
Debit Card Obligations and Debit Card Responsibilities set out in Annex B to this
Schedule in order to agree under the Change Control Procedure any amendments,
additions or deletions to those Post Office Responsibilities reasonably required in
relation to the detailed design of the Business Capabilities and Support Facilities and
provision of the HNG-X Services, once that design is available.
Fujitsu Services shall not be liable to Post Office:
2.5.1 in respect of any breach of its obligations in relation to the Banking
Functions (including its obligations to achieve any Service Level which
measures Fujitsu Services’ performance in relation to the Banking
Functions) (the "Dependent Obligations") or any delay in performing the
Dependent Obligations to the extent that such breach or delay was caused
by the failure by Post Office to carry out a Banking Obligation or a Banking
Responsibility (whether or not a Default) (a "Dependency Failure"); or
2.5.2 for any failure to perform or delay in performing its obligations in relation to
Debit Card where Fujitsu Services proves that such failure or delay was
directly caused by the failure of Post Office to perform a Debit Card
Responsibility or a Debit Card Obligation (whether or not a Default).
Fujitsu Services shall notify Post Office in writing as soon as reasonably practicable
after Fujitsu Services becomes aware of any Dependency Failure or becomes aware
of any matters or circumstances which would with the effluxion of time result in a
Dependency Failure.
In the event of a Dependency Failure, Fujitsu Services shall be entitled to recover from
Post Office such reasonably incurred, increased costs and expenses (if any) which it
incurs in performing the Dependent Obligation in question to the extent that such
increased costs and expenses were the result of the Dependency Failure, Fujitsu
Services shall provide a statement of such increased costs and expenses incurred for
approval by Post Office, such approval not to be unreasonably withheld.
Fujitsu Services shall use all reasonable endeavours to mitigate the amounts (if any)
payable under paragraph 2.7.
ASSOCIATED DOCUMENTS
The following CCDs are associated with this Schedule A5:
Document Reference Document Title
1. EF/SER/001 Debit Card MoP — Functional
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Description
2. I CS/PRD/058 Fujitsu Services / Post Office Ltd
Interface Agreement for Operational
Business Change - Reference Data
3. I PAPER033 Horizon Capacity Management and
Business Volumes
4.__ I RS/POLI002 Horizon Security Policy
5. I NB/IFS/025 EMV Banking and Retail NBX -
CAPO Application _Interface
Specification
6. NB/IFS/024 EMV Banking and Retail NBX —
LINK Application Interface
Specification
7. _ I NBAFS/027 EMV Banking and Retail NBX -
POCA Technical Interface
Specification
8. I NB/IFS/028 EMV Banking and Retail NBX - LINK
Technical Interface Specification
9. I NBIFS/026 EMV Banking and Retail NBX — A&L
Application Interface Specification
70. I NB/IFS/029 NBX - A&L Technical Interface
Specification
11. I IMMANT023 Bureau Rate Board Technical
Installation Guide
72. I AS/REP/013 Rate Board Cables
13. I IM/MAN/024 Bureau Rate Technical Maintenance
Guide
14. I ET/AFS/001 Application Interface Specification:
Horizon to e-pay
15. I ET/FS/003 ETU Technical Interface
Specification: Horizon to e-pay
16. I BP/SPE/046 ‘APOP Definition
17. I CS/SPE/OT1 Network Banking End to End
Reconciliation Reporting
18. I CS/IFS/003 Fujitsu Services/Post Office Ltd
Operational Business Change -
Branch, Interface Agreement
Schedule AS Version 6,0,
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19.__I BP/SPE/035 NBS Definition
20. I CS/SER/016 Service Description for the Security
Management Service
21. I CSISER/O10 Transaction Benchmark Service:
Service Description
22. I NB/SPE/003 Network Banking: Counter Dialogue
- Activity & Screen Flows
23. I NB/PRP/004 EMV Banking: User Interface Design
Proposal
24. I SD/STD/O01 Horizon Office Platform Service
Style Guide
25.__I SVM/SDM/SD/0015 Reconciliation Service: _ Service
Description
26 I BD/REP/006 PostShop EPOSS Site Preparation
Guidelines
3.2 The following CRDs are associated with this Schedule AS:
Document Reference
Document Title
NO CRDs APPLICABLE
Schedule AS Version 6,0,
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1.7
Schedule A5 Annex A Version 6,0,
ANNEX A
POST OFFICE RESPONSIBILITIES IN RELATION TO THE HNG-X SERVICES.
Post Office shall provide and maintain Reference Data in accordance with Post Office
business requirements and as specified in the CCD entitled “Fujitsu Services / Post
Office Ltd Interface Agreement for Operational Business Change - Reference Data”
(CS/PRD/058).
Save as expressly provided otherwise in this Agreement, any CCN or Work Order,
Post Office shall be responsible for:
1.2.1 the provision of all training for its employees, agents, contractors and sub-
contractors; and
1.2.2 the production of all training material required,
in connection with any new and/or modified Services and Applications introduced
under the Change Control Procedure and/or the Work Ordering Procedure.
Post Office shall ensure that all ETU Transactions carried out at Counter Positions are
correctly processed by e-pay according to the AIS entitled “Application Interface
Specification: Horizon to e-pay” (ET/IFS/001) and that daily reconciliation files are
produced and processed according to that AIS.
In relation to the POL FS Services, Post Office shall be responsible for having staff
available within Post Office and PRISM to investigate and progress operational and
application issues 24 hours a day.
In relation to BNR, Post Office shall be responsible for bearing the risk for the wireless
hardware once installed until it is returned to Fujitsu Services in the same condition
that it was in when installed, subject to fair wear and tear.
In relation to the CCD ‘Horizon Capacity Management and Business Volumes’
(PAIPER/033), section 2.6 Post Office will:
1.6.1 provide information on forecast changes to business volumes; and
1.6.2 endeavour to provide timely information on alll likely and possible changes
to business volumes,
within current or new Post Office Services.
In relation to the CCD entitled “Horizon Security Policy” (RS/POL/002), Post Office
shall be responsible for:
assessment and regular review of compliance; and
1.7.2 _ incident reporting (joint responsibility dependent on area of responsibility).
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ANNEX B
POST OFFICE RESPONSIBILITIES IN RELATION TO THE BCSF SERVICES
1. BANKING BUSINESS CAPABILITY
The following Post Office responsibilities relate to the Banking Business Capability:
14 Post Office shall ensure the security, safe keeping and proper management (as
defined in ISO 11568 parts 1 to 3) of all keys shared between the Data Centre and
CAPO and A&L on the CAPO and A&l sides of the interfaces. [B.ObI.]
1.2 Post Office shall be responsible for ensuring that the links from CAPO and LINK to the
Data Centres and information transmitted from CAPO and LINK to Fujitsu Services
across those links shall be in accordance with the CCDs entitled “EMV Banking and
Retail NBX- CAPO Application Interface Specification” (NB/IFS/025) and “EMV
Banking and Retail NBX — LINK Application Interface Specification” (NB/IFS/024) and
“EMV Banking and Retail NBX - POCA Technical Interface Specification”
(NB/IFS/027) and “EMV Banking and Retail NBX - LINK Technical Interface
Specification” (NB/IFS/028). [B.Res.]
1.3 Post Office shall be responsible for ensuring that the information transmitted from A&L
to Fujitsu Services across the Alliance & Leicester Circuit shall be in accordance with
the CCDs entitled "NBX - A&L Application Interface Specification” (NB/IFS/026) and
“NBX - A&L Technical Interface Specification" (NB/IFS/029). [B.Res.]
t 4 BUREAU DE CHANGE BUSINESS CAPABILITY
The following Post Office responsibilities relate to the Bureau de Change Business Capability:
24 Post Office shall be responsible for installing and ensuring that to the extent required
by law all Rate Boards comply and are maintained in compliance with all relevant
legislation (current and future), including all relevant Governmental Regulations and,
from the date of UK implementation, EU Directives and EU Regulations.
prejudice to the generality of the foregoing, Post Office shall ensure that the Rate
Boards comply with the Electromagnetic Compatibility ("EMC") Regulations 1992,
which implement Council Directive 89/336/EEC (as amended by Directive 91/26/EEC,
Directive 92/31/EEC and Directive 93/86/EEC).
2.2 Post Office shall:
2.21 ensure that all Rate Boards are connected to Counter Equipment and
installed in accordance with the procedures specified in the CCD entitled
“Bureau Rate Board Technical Installation Guide” (IM/MAN/023);
2.2.2 be responsible for the provision of all cabling necessary to connect the
Rate Boards to Counter Equipment and shalll ensure that such cabling is in
accordance with the CCD entitled "Rate Board Cables” (AS/REP/013);
Schedule A5 Annex B Version 6, 0,
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2.2.3 once each Rate Board has been connected to Counter Equipment, carry
out all maintenance of that Rate Board and of the associated cabling, in
accordance with the CCD entitled “Bureau Rate Technical Maintenance
Guide" (IM/MAN/024). This responsibility extends to all cabling used in
making the connection to a Counter Position; and
2.2.4 provide mains electrical power to each Rate Board (or where more than
one in a Branch, the Rate Boards in that Branch together) from power
circuits that are separate from the power circuit dedicated to the Counter
Position.
3. ELECTRONIC TOP-UP BUSINESS CAPABILITY
The following Post Office responsibilities relate to the Electronic Top-up Business Capability:
34 Post Office shall be responsible for ensuring that the link from e-pay to the Data
Centres and information transmitted from e-pay to Fujitsu Services across that link
shall be in accordance with the CCDs entitled
Horizon to e-pay” (ET/IFS/001) and "ETU Technical Interface Specification: Horizon to
e-pay” (ET/IFS/003).
4. APOP BUSINESS CAPABILITY
4d The following Post Office Ltd Responsibilities are included in the CCD entitled “APOP _
"Application Interface Specification:
Definition” (BP/SPE/046),such Post Office Ltd Responsibilities relate to the APOP Busines \
Capability.
4.2 Post Office Ltd shall deliver an EDG verification file as defined in the CCD entitled,
“Post Office Ltd EDG to Horizon APOP Authorisation Service Application Interface \
Specification” (AP/IFS/063) to the Horizon domain if required for an APOP Service.
43 APS transactions shall conform to the specification defined in the CCD entitled “AP-
ADC Reference Manual” (AP/MAN/002).
44 User access to the APOP administration service shall be from within the Post Office Ltd
domain and no Post Office Ltd clients will have direct access to data held on the
APOP database.
I.e. Post Office Ltd will not grant access from outside the Post Office Ltd domain
APOP Service Authorisation Service
45 The APOP authorisation service definition for an APOP Service shall conform to the ~
specification defined in the CCD entitled “APOP Reference Manual” (AP/MAN/003).
46 Post Office Ltd shall conform to the security rules for the creation of administrators and
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Deleted: Post Office
Responsibilities included in the
CCD entitled “APOP Definition”
(BP/SPE/046) when that
document is introduced
pursuant to Attachment 4 to
CCN 1200 shall, to the extent
such Post Office Re
Deleted: sponsibilities relate to
the APOP Business Capability,
be incorporated in this,
paragraph 4 under the Change
\ [Control Procedure
Formatted: Bullets and
Numbering
Formatted: Bullets and
Numbering
users of the APOP administration service and the use of the APOP administration
(Deleted: 2
service by administrators and users as defined in the APOP Administration Service
User Interface Design Proposal.
Schedule AS Annex B Ver:
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47
The APOP Service Definition shall be constructed using the parameters defined in the
48
CCD entitled “APOP Reference Manual”(AP/MAN/003).
Post Office Ltd shall define the service definition for an APOP Service which conforms
49
to_the CCD entitled “APOP Reference Manual"(AP/MAN/003) and deliver the
service definition to Fujitsu Services.
Post Office Ltd shall define the format of the reports derived from data extracted from
4.10
the APOP database and delivered to Post Office Ltd by the APOP reporting service.
Post Office Ltd/Prism shall build and maintain the APOP administration service server
4.41
and workstations which shall include schema files to support the rendering of the
extract files produced by the APOP reporting service.
Batch files shall be delivered to the APOP Service from the Post Office Ltd EDG/DES
4.12
using the APOP FTMS service as defined in the CCD entitled “Horizon to Post
Office Technical Interface Specification"(TVIFS/008).
Transactions to be processed bu the APOP batch service shall conform to the CCD
4.13
entitled “Post Office Limited EDG to Horizon APOP Authorisation Service
Application Interface Specification"(AP/IFS/063).
On-line branch transactions initiated _at_a Post Office Horizon counter position shall
conform to the specification defined in the CCD entitled “APOP Authorisation
Service-On-line Application Interface Specification “(AP/IFS/064).
New APOP Services
414
4.15
For each new APOP Service:
¢ Post Office Ltd will produce a_ specification of the APOP Service business*
requirements and business process definition as defined in the APOP User
Guide.
Post Office Ltd will produce the AP-ADC counter transactions.
Post Office Ltd will produce the service definition for the APOP Service.
For each new APOP Service, Post Office Ltd shall, subject to the Work Ordering* ~~~
Procedure, require Fujitsu Services to produce:
Schedule AS Annex B Version 6,0,
¢ Voucher receipt templates;
*__ Customer and Branch receipt templates;
«Counter and Branch weekly reports.
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1+ Aligned at: 1.9 cm + Tab
after: 2.54. cm + Indent at:
254m
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‘Numbering
Formatted: Bulleted + Level:
1+ Aligned at: 1.75. cm + Tab
after: 2.38. cm + Indent at:
2.38. cm
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4.16
For each Counter and Branch weekly report, Post Office Ltd shall define the:
4.17
* List of products;
Report title;
* Cut-off requirements
For each new APOP Service with an external authorisation service, Post Office Ltd* ~~
shall, subject to the Work Ordering Procedure, require Fujitsu Services to produce:
*__An APOP web service, web services agent and (optionally) a web server*
platform:
* An interface between the Horizon domain and the external authorisation
service
Changes to APOP Services
4.18
Post Office Ltd shall, subject to the Work Ordering Procedure, require Fujitsu Services +
to produce changes to Fujitsu Services supplied components of an APOP Service.
5.
DEBIT CARD
The following Post Office Responsibilities are Debit Card Responsibilities:
Debit Card Respon: ies
5.1
5.2
5.3
5.4
5.5
Schedule A5 Annex B Version 6, 0,
Post Office shall be responsible for providing, through Post Office Reference Data, DC
Token definitions to cover the DC Token ranges supported by Fujitsu Services.
Post Office shall be responsible for following procedures for Debit Card Transaction
settlement and exception reporting in accordance with the CCD entitled “Network
Banking End to End Reconciliation Reporting” (to be renamed End to End
Reconciliation Reporting) (CS/SPE/011) to the extent Post Office is required to do so.
Post Office shall be responsible for generating and transmitting (as reasonably
required by the Fujitsu Services) test Reference Data for testing purposes.
Post Office shall be responsible for ensuring that Fujitsu Services has at all times a
sufficient number of MIDs and TIDs to enable Fujitsu Services to allocate such MIDs
and TIDs to the Branches and Counter Positions respectively.
Post Office shall be responsible for supplying an agreed batch of MIDs to Fujitsu
Services in accordance with the OLA “DC Operational Level Agreement” to ensure
that one MID is available for each new Branch, whenever the supplies of unallocated
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+ Level: 2 + Numbering Style:
1, 2,3, .. + Start at: 15 +
Alignment: Left + Aligned at: 0
cm + Tab after: 0.66 cm +
Indent at: 0.66 cm
Formatted: Bulleted + Level:
1+ Aligned at: 2.14. cm + Tab
after: 2.78 cm + Indent at:
2.78 cm
Formatted: Outline numbered
+ Level: 2 + Numbering Style:
1, 2,3, ... + Start at: 15 +
Alignment: Left + Aligned at: 0
cm + Tab after: 0.66 em +
Indent at:_0.66 cm
Formatted: Bulleted + Level:
1+ Aligned at: 2.51. cm + Tab
3.15 cm + Indent at:
Formatted: Left, Outline
numbered + Level: 2 +
Numbering Style: 1, 2, 3, ... +
Start at: 15 + Alignment: Left
+ Aligned at: 0 cm + Tab
after: 0.66 cm + Indent at:
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5.6
5.7
5.8
5.9
MIDs held by Fujitsu Services fall below a threshold limit agreed between Post Office
and Fujitsu Services
Post Office shall be responsible for supplying an agreed batch of TIDs to Fujitsu
Services through the Change Control Procedure whenever the supplies of unallocated
TIDs held by Fujitsu Services fall below a threshold limit agreed between Post Office
and Fujitsu Services.
Post Office shall be responsible for following the reconciliation and incident
management procedures for the investigation, reporting and resolution of business
incidents related to the use of Debit Card (supported by the Payment Management
Business Capability) as set out in the applicable provisions of paragraph 2.8 of the
CCD entitled "Reconciliation Service: Service Description" (SVM/SDM/SD/0015)
Post Office shall be responsible for providing MIDs and TIDs in accordance with the
processes for business change described in the CCD entitled “Fujitsu Services/Post
Office Ltd Operational Business Change - Branch, Interface Agreement”
(CS/IFS/003).
Post Office shall be responsible for procuring the provision of an EMIS to supply a
data feed to the Reconciliation Support Facility from the Merchant Acquirer in
accordance with the document entitled “Technical Specification for the Electronic
Management Information Service” (SU/SPE/024).
The following Post Office Responsibilities are Debit Card Obligations:
Debit Card Obligations
5.10
5.11
5.12
5.13
Schedule A5 Annex B Version 6, 0,
Post Office shalll be responsible for verifying and validating all Debit Card related Post
Office Reference Data for use in connection with the DC MoP, save to the extent that
Fujitsu Services is obliged to do so (for the purposes of the use of such Post Office
Reference Data within the Infrastructure) in accordance with paragraph 3.3.5 of the
CCD entitled “Debit Card MoP Functional Description" (EF/SER/001).
Post Office shall procure a service designed to ensure that the EMIS file shall be
available for collection from the Merchant Acquirer by 15:00 hours daily between
Monday and Friday excluding English Bank Holidays. Where the EMIS file is not
available by that time, Fujitsu Services shall follow the procedures set out in the
relevant OLA.
Post Office shall follow the procedure set out in the OLA entitled “DC Operational
Level Agreement” for reporting potentiaV/actual breaches of security within either the
Merchant Acquirer or Infrastructure.
Post Office shall ensure the security, safe keeping and proper management of all
passwords/passphrases used to generate keys shared between the Data Centre and
the Merchant Acquirer on the Merchant Acquirer side of the interface between the
Data Centre and the Merchant Acquirer.
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ANNEX C
BANKING RESPONSIBILITIES
HORIZON BANKING RESPONSIBILITIES
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11 The following table identifies the Banking Responsibilities set out elsewhere in this
Agreement that shall apply from the Amendment Date until Trigger Point Té6 (Counter
Application Rollout Complete). For the purposes of such identification only, the table
replicates the wording of those Banking Responsibilities and gives their location in this
Agreement.
1.2 Where the location of any Banking Responsibility set out below is a CCD, when that
CCD is updated in accordance with the provisions of Attachments 1 and 4 of
CCN1200 or otherwise, any amendments, additions or deletions to that Banking
Responsibility or its location in that CCD shall be deemed to have been made also in
the table below.
1.3 In the event of any conflict or inconsistency between the wording of the Banking
Responsibilities set out below and that used in this Agreement where that Banking
Responsibility is located, the wording used where the Banking Responsibility is
located shall prevail.
Number I Post Office Responsibility Location in Agreement or
CCD as at date of signature
of CCN1200
1 The Contractor shall update the TIS required for those NBS Definition (BP/SPE/035)
interfaces for approval by POCL, such approval not tobe v1.0,
unreasonably withheld.
Section 3.3
2 The Contractor and POCL shall agree from time to time NBS Definition (BP/SPE/035)
the procedures which each party shalll follow and the v1.0,
responsibilities of each party in respect of the
transmission of POCL Reference Data which shall be Section 3.5
documented in Working Documents.
Schedule A5 Annex C Version 6,0,
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Post Office Ltd shall be responsible for verifying all NBS
related Post Office Reference Data for use in End to End
Banking, save to the extent that Fujitsu Services is
obliged to do so (for the purposes of the use of such Post
Office Reference Data within the Post Office Service
Infrastructure).
Fujitsu Services / Post Office
Ltd Interface Agreement for
Operational Business Change
- Reference Data
(CS/PRD/058) v11.0,
Section 2.6.1.2
The counter dialogue for the NBS shall be as
documented in the CCD entitled "Network Banking:
Counter Dialogue - Activity & Screen Flows”
(NB/SPE/003) and "EMV Banking: User Interface Design
Proposal" (NB/PRP/004) and by the applicable date
specified in the NB Project Plan the Contractor shall
propose and POCL shall agree (such agreement not to
be unreasonably withheld) any enhancements required to
the CCD entitled "Horizon Office Platform Service Style
Guide” (SD/STD/001) for the NBS.
NBS Definition (BP/SPE/035)
v1.0,
Section 4.1
POCL shall be responsible for the integration of the NBS
and the NB System into End to End Banking.
NBS Definition (BP/SPE/035)
v1.0,
Section 5.2.1
POCL shall be responsible for ensuring that Bank's
systems supports receipt of CO Confirmations sent to
them, and are able to generate C4 Confirmations to the
DRSH, as applicable.
NBS Definition (BP/SPE/035)
v1.0
Section 5.3.6
Following transmission of the NB Request for such
Banking Transaction, POCL shalll ensure that the amount
which is permitted to be withdrawn shall be included in
the NB Authorisation.
NBS Definition (BP/SPE/035)
v1.0
Section 5.9.2
Schedule A5 Annex C Version 6,0,
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The provision of information required via the Banks for
printing on a NB Receipt is the responsibility of POCL.
NBS Definition (BP/SPE/035)
v1.0
Section 5.12.4.3
9 It shall be POCL’s responsibility to ensure that Users of Schedule B4.3 and NBS
the NBS, log-on with separate log-on “IDs” and do not Definition (BP/SPE/035) v1.0,
perform Banking Transactions under a different log-on ID_I paragraph 5.2.5
in order that the User responsible for each Banking
Transaction may be identified from audit trail data.
10 POCL shall submit: Service Description for the
Security Management Service
(a) Banking Transaction Record Queries to the (CSISER/016) v2.0
Horizon System Help Desk which will pass the Record
Query to the Contractor's customer service management I Section 3.10.7
support unit; and
(o) Audit Record Queries and Old Format Queries to
the Contractor's customer service security prosecution
support section.
W POCL shall be responsible for ensuring that the link from — NBS Definition (BP/SPE/035)
the information transmitted from A&L to Fujitsu Services
across the link to the Data Centres and information
transmitted to the Contractor across that link shall be in
accordance with the CCDs entitled" EMV Banking and
Retail NBX — A&L Application Interface Specification”
(NB/IFS/029) and “ EMV Banking and Retail NBX - A&L
Application Interface Specification" (NB/IFS/026).
Post Office shall be responsible for ensuring that the links
from CAPO and LiNK to the Data Centres and
information transmitted from Card Account and LiNK to
Fujitsu Services across that link shall be in accordance
with the CCD’s entitled " EMV Banking and Retail NBX -
CAPO Application Interface Specification” (NB/IFS/025)
and “EMV Banking and Retail NBX - LiNK Application
Interface Specification” (NB/IFS/024) and “ EMV Banking
and Retail NBX - POCA Technical Interface Specification”
(NB/IFS/027 and “EMV Banking and Retail NBX - LINK
Technical Interface Specification” (NB/IFS/028).
v1.0,
Section 8.1.4.9
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12 Such periods shalll be scheduled by agreement with Post I Schedule B4.4
Office in accordance with current practices used in
respect of the Applications (other than the NBS) and the
Infrastructure Services, such agreement not to be
unreasonably withheld.
2. HNG-X BANKING RESPONSIBILITIES
2.1 The Banking Responsibilities that will apply from Trigger Point TS (Data Centre ready
for HNG-X) are designated "[B.Res.]" in Annex B to this Schedule A5.
2.2 Where the same or a substantially similar Banking Responsibility is applicable during
the Roll Out Phase under both paragraphs 1.1 and 2.1 of this Annex C (but not
applicable in respect of the NBS and the Banking Business Capabilitiy separately),
Post Office need only perform that Banking Responsibility once on each occasion that
itis due to be performed.
Deleted: 2
Deleted: 0
Deleted: 1
Schedule A5 Annex C Version 6,0,
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ANNEX D
BANKING OBLIGATIONS.
HORIZON BANKING OBLIGATIONS
The following table identifies the Banking Obligations set out elsewhere in this
Agreement that shall apply from the Amendment Date until Trigger Point T6 (Counter
Application Rollout Complete). For the purposes of such identification only, the table
replicates the wording of those Banking Obligations and gives their location in this
Agreement.
Where the location of any Banking Obligation set out below is a CCD, when that CCD
is updated in accordance with the provisions of Attachments 1 and 4 of CCN1200, or
otherwise any amendments, additions or deletions to that Banking Obligation or its
location in that CCD shall be deemed to have been made also in the table below.
In the event of any conflict or inconsistency between the wording of the Banking
Obligations set out below and that used in this Agreement where that Banking
Obligation is located, the wording used where the Banking Responsibility is located
shall prevail.
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Number
Post Office Responsibility Location in Agreement or
CCD as at date of signature
of CCN1200
Post Office complying with (and ensuring that any third I Schedule B4.3 and Schedule
party Post Office uses for siting or storage of such B3.3
equipment complies with) the following:
- provision of a suitable physical operating environment
for Fujitsu Services’ equipment used for or in connection
with the communications link including the following:
. ensuring the physical secutity of all equipment
which is located on Post Office and/or any such
third party's premises to protect against
unauthorised access; and
. provision of environmental conditions as
reasonably required by Fujitsu Services.
- permitting Fujitsu Services to gain access (at reasonable
times and on reasonable notice) to all locations where
such equipment is held or is to be installed, in order to
enable Fujitsu Services to effect or procure the
installation, maintenance, repair, renewal and support of
Schedule A5 Annex D Version 6,0,
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Number I Post Office Responsibility Location in Agreement or
CCD as at date of signature
of CCN1200
‘such equipment.
2 Post Office shall report to Fujitsu Services any actual or _I Service Desoription for the
potential threats or breaches that may have a material Security Management Service
effect on the NBS itself or End to End Banking in (CS/SER/016)
accordance with agreed procedures.
Section 3.7
3 Post Office shall ensure the security, safe keeping and NBS Definition (BP/SPE/035)
proper management (as defined in ISO 11568 parts 1to I v1.0,
3) of all keys shared between the Data Centre and on the
CAPO and A&lL side of the interface between the Data Section 8.1.4.8
Centre and CAPO and A&L.
4 The Post Office and Fujitsu Services shall agree (such Transaction Benchmark
agreement not to be unreasonably withheld) a method of — Service: Service Description
rectification, including a timetable, (a “Rectification Plan") I (CS/SER/010)
for each Benchmark Time Discrepancy (which plan may
involve the agreement of an adjustment to the Target Section 3.1.10.1
Times). (as in section 1.5.7.1 of CS/SER/010).
2. HNG-X BANKING OBLIGATIONS
24 The Banking Obligations that shall apply from Trigger Point T5 (Data Centre ready for
HNG-X) are designated "[B.ObI.]" in Annex B to this Schedule.
2.2 Where the same or a substantially similar Banking Obligation is applicable during the
Schedule A5 Annex D Version 6,0,
Roll Out Phase under both paragraphs 1.1 and 2.1 of this Annex D (but not applicable
in respect of the NBS and the Banking Business Capability separately), Post Office
need only perform that Banking Obligation once on each occasion that it is due to be
performed.
Page 17 of 17
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Deleted: 2
Deleted: 1
CONFIDENTIAL
Version History
SCHEDULE A6
FUNDING CONDITION
1.0 31/08/06 Agreed version as at date of signature of CCN
1200
11 26/09/06 Minor corrections by PO.
1.2 11/10/06 Further minor corrections from FS
2.0 25/01/07 Baseline copy of 1.2
6.0 15/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu
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Page 1 of 11
CONFIDENTIAL
SCHEDULE A6
FUNDING CONDITION
Unless expressly stated otherwise, references in each Part of this Schedule to paragraphs are
to the paragraphs in that part.
PARTA
Operation of Contract during Conditionality Period
During the Conditionality Period the entire Agreement shall continue in force save as follows:
V1
1.2
Clause 29.4 shall be deemed to be amended such that the Post Office Foreground IPR
shall vest in Fujitsu Services (not the Post Office) and Fujitsu Services shall grant to
Post Office an irrevocable non-exclusive, royalty free licence to use all Post Office
Foreground IPR for the duration of the Conditionality Period for all purposes connected
with the Agreement;
Clause 29.5 shall not apply at all and Clause 29.6 shall not apply in respect of Post
Office Foreground IPR;
Clause 30 shall be deemed to be amended such that the licence granted by Fujitsu
Services to Post Office in respect of Licensed IPR pursuant to that Clause shall be
replaced by an irrevocable, non-exclusive, royalty free licence to use all Licensed IPR
for the duration of the Conditionality Period for all purposes connected with the
Agreement;
the provisions of this Agreement in relation to Market Testing shall not apply; and
the provisions of this Agreement in relation to Partial Termination shall not apply.
PART B
Operation of Contract Following Service of Funding Notice
With effect from the date on which, in accordance with Clause 1.3, this Part B takes
effect (the "Funding Notice Date"), the provisions of Part A of this Schedule A6 shall
cease to have effect and:
Clauses 29.4, 29.5, 29.6 and 30 referred to in that Part A shall be deemed to have
applied as if they were in force as at and with effect from the Amendment Date; and
the provisions of this Agreement in relation to Market Testing and Partial Termination
shall apply with effect from the Funding Notice Date.
Page 2 of 11
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CONFIDENTIAL
Accordingly the provisions of paragraphs 1 and 2 of Part A of this Schedule Aé6 shall be
deemed not to have had effect and the entire Agreement, including the provisions of
Clause 29.4 and 30, shall be deemed to have applied without amendment as from the
Amendment Date.
PART C
Operation of Contract Following Expiry of Conditionality Period
Where, in accordance with Clauses 1.4, 1.5 or 1.6, this Part C applies, the following shall apply:
1.
Wa
Development Work
Fujitsu Services shall as soon as practicable cease to carry out:
1.1.1 the HNG-X Project Activities; and
1.1.2 the Associated Change Activities,
save:
1.1.2.1 to the extent reasonably required for the purposes of the completion (if* ~
not already completed) of the following Associated Change Workstreams
(as referred to in paragraph 3.3 of Schedule BS):
(a) Service Desk Improvements;
(b) Next Day Engineering Service;
(c) Branch Network Changes; and
1.1.2.2 as required by Post Office pursuant to paragraph 1.2.
1.2 Fujitsu Services shall continue to implement such of the following as and to the extent
that Post Office shall, within 14 days following the date on which this Part C takes effect,
elect by notice in writing:
1.2.1. Associated Change Workstreams: Branch Router Development and Branch
Router Rollout, as referred to in paragraph 3.3 of Schedule B5; and
1.2.2 HNG-X Project Workstream: Migrate Data Centres to HNG-X Configuration, as
referred to in paragraph 3.2.1 of Schedule BS.
1.3 The Charges that Post Office shalll pay to Fujitsu Services in respect of any Associated*
Change Workstreams or HNG-X Project Workstreams continued to be developed and/or
implemented pursuant to paragraphs 1.1 or 1.2 and any related equipment or hardware,
shall be the Charges applicable to those workstreams as set out in Schedules D7 and
D8 of this Agreement.
Page 3 of 11
cm, Tabs: Not at 1.6 cm
Formatted: Indent: Left: 2.47
Formatted: Indent: Left: 2.47
FUJ00000077
FUJ00000077
Formatted: Indent: Left: 0.35
cm, Hanging: 0.88 cm, Outline
numbered + Level: 2 +
Numbering Style: 1, 2, 3, ... +
Start at: 1+ Alignment: Left +
Aligned at: 0.35 cm + Tab
after: 1.6cm + Indent at: 1.6
em, Hanging: 1.06 em, Outline
numbered + Level: 4 +
Numbering Style: 1, 2, 3, ...+
Start at: 1+ Alignment: Left +
Aligned at: 3.35 cm + Tab
after: 4,6 cm + Indent at: 4.6
cm, Tabs: Not at 4.6 cm.
cm, Hanging: 1.06 cm, Outline
numbered + Level: 4 +
Numbering Style: 1, 2, 3, ... +
Start at: 1+ Alignment: Left +
Aligned at: 3.35 cm + Tab
after: 4.6 cm + Indent at: 4.6
cm, Tabs: Not at 4.6 cm
Formatted: Indent: Left: 0.35
cm, Hanging: 0.88 cm, Outline
numbered + Level: 2+
Numbering Style: 1, 2, 3, ... +
Start at: 1+ Alignment: Left +
Aligned at: 0.35 cm + Tab
after: 1.6.cm + Indent at: 1.6
cm, Tabs: Not at 1.6 cm
CONFIDENTIAL
1.4
21
If and to the extent that any work being performed under Work Orders in progress on
the date on which this Part C takes effect relates to the HNG-X Service Infrastructure or
the Business Capabilities and Support Facilities, Fujitsu Services shall cease to perform
such work as soon as practicable, but shall otherwise continue to perform each Work
Order in progress on the date on which this Part C takes effect unless that Work Order
is deemed to be “closed” in accordance with paragraph 6.3.3 of Schedule 9 to Baseline
7.
Implementation of Baseline 7
With effect from the date on which this Part C takes effect the Agreement (including its*
Schedules, CCDs and CRDs) shall automatically be replaced by the provisions of
Baseline 7, save that:
214
21.2
21.3
2.1.4
Page 4 of 11
all such provisions of this Agreement as shall be necessary to give effect to
paragraph 1 shall be deemed to be incorporated into Baseline 7;
to the extent that any CCNs agreed in respect of this Agreement after the
Amendment Date relate to the continued operation or enhancement of the
Horizon Service Infrastructure, the Existing Services or the Horizon
Applications, such CCNs shalll be reflected by amendment in Baseline 7 on the
basis that references in such CCNs to the provisions of this Agreement shall be
read and construed as references to the most appropriate elements of Baseline
7, taking into account the subject matter of the provisions concerned;
the changes to the Service Levels in this Agreement made in connection with:
2.1.3.1 the implementation of the Associated Change Workstreams and/or
HNG-X Project Workstream in accordance with this Agreement prior to
the date on which this Part C takes effect and to the extent continued in
accordance with paragraphs 1.1 and 1.2; and
2.1.3.2 the Counter Availability SLT as set out in section 2.3.4.2.7 in the CCD
entitled "Branch Network: Service Description" (SVM/SDM/SD/0011); and
2.1.3.3 Banking Functions Transactions as set out in section 2.3.4.6 in the
CCD entitled " Data Centre Operations Service: Service Description"
(SVM/SDM/SD/0003),
shall be made to the corresponding Service Levels in Baseline 7;
the charges payable under Baseline 7 in respect of the Help Desk Service,
Engineer Service, Network Service and Data Centre Operations Service (each
as referred to in Baseline 7) shall be adjusted to the extent of the reductions in
Fujitsu Services’ costs and associated margin achieved by completing or
continuing implementation of the Associated Change Workstreams and/or HNG-
X Project Workstream in accordance with paragraphs 1.1 and 1.2;
FUJ00000077
FUJ00000077
Formatted: Indent: Left: 0.35
cm, Hanging: 0.88 cm, Outline
numbered + Level: 2+
Numbering Style: 1, 2, 3, ... +
Start at: 1+ Alignment: Left +
Aligned at: 0.35 cm + Tab
after: 1.6cm + Indent at: 1.6
cm, Tabs: Not at 1.6 cm
Formatted: Indent: Left: 2.47
cm, Hanging: 1.06 cm, Outline
numbered + Level: 4+
Numbering Style: 1, 2, 3, ... +
Start at: 1+ Alignment: Left +
Aligned at: 3.35 cm + Tab
after: 4.6 cm + Indent at: 4.6
cm, Tabs: Not at 4.6 cm
CONFIDENTIAL
21.5
2.1.6
2.1.7
21.8
219
2.1.10
Page 5 of 11
the definitions of "Aggregate Charges" and “Feasibility Work" set out in the
Annex to this Schedule A6 shall be added to Schedule 1 to Baseline 7;
the paragraphs numbered 4.4, 4.5 and 6.2.2 in the Annex to this Schedule A6
shall replace the paragraphs of those numbers in Schedule 10 to Baseline 7
and the paragraphs numbered 6.2.11 and 6.3 in the Annex to this Schedule A6
shall be added as new paragraphs numbered 6.2.11 and 6.3 in Schedule 10 to
Baseline 7;
the provisions of Schedule A2 of this Agreement (other than the provisions that
refer to the SIP, which shall cease to be applicable) shalll replace the provisions
of Schedule 4 of Baseline 7;
the provisions of Schedule D4 of this Agreement shall continue to apply but only
to the extent that Post Office reasonably requests so as to enable it to
determine and verity:
2.1.8.1. the adjustments to the charges under Baseline 7 pursuant to paragraph* -
2.4.45
2.1.8.2 the amount of the Contract Reversal Adjusted Charge;
2.1.8.3 the amount of the Charges payable to Fujitsu Services pursuant to
paragraph 1.3; and
2.1.8.4 the amount of any Charges paid or payable by Post Office during the
Conditionality Period, if and to the extent that Open Book would have
applied to such Charges under this Agreement had it not been replaced
by Baseline 7,
and such provisions shall to that extent be incorporated into paragraph 4 of
Schedule 11 of Baseline 7;
Fujitsu Services shall grant to Post Office (and procure the grant of) an
irrevocable royalty free, non-exclusive worldwide licence to use for whatever
purpose all Intellectual Property Rights created by or on behalf of Fujitsu
Services, any member of the Fujitsu Services Group or any HNG-X Sub-
contractor in respect of:
2.1.9.1 the HNG-X Project Activities and Associated Change Activities during* ~
the Conditionality Period; and
2.1.9.2 such of the activities that are continued pursuant to paragraphs 1.1 and
1.2;
the indemnities given by each Party (and alll related provisions) in Clause 34 of
this Agreement shall apply instead of the indemnity given by Fujitsu Services in
Clause 18 of Baseline 7 solely in respect of the Intellectual Property Rights
licensed pursuant to the paragraph 2.1.9 of this Schedule but, for the avoidance
FUJ00000077
FUJ00000077
Formatted: Indent: Left: 2.47
‘cm, Hanging: 1.06 cm, Outline
numbered + Level: 4 +
Numbering Style: 1, 2, 3, ... +
Start at: 1+ Alignment: Left +
Aligned at: 3.35 cm + Tab
after: 4.6 cm + Indent at: 4.6
cm, Tabs: Not at 4.6 cm
Formatted: Indent: Left: 2.47
¢m, Hanging: 1.06 em, Outline
numbered + Level: 4 +
Numbering Style: 1, 2, 3, ...+
Start at: 1+ Alignment: Left +
Aligned at: 3.35 cm + Tab
after: 4.6 cm + Indent at: 4.6
cm, Tabs: Not at 4.6 cm.
CONFIDENTIAL
2.2
24
3.1
3.2
of doubt, the indemnity given by Fujitsu Services in Clause 18 of Baseline 7
shall apply in all other respects;
2.1.11 Post Office shall not be entitled to carry out benchmarking pursuant to
paragraph 2 of Schedule 11 of Baseline 7 until the Working Day immediately
following the end of 6 calendar months following the date on which this Part C
takes effect.
Cross-references in Baseline 7 (as amended by this Part C):
2.2.1 to clauses, paragraphs, sub-clauses and sub-paragraphs of this Agreement that
are intended to refer to provisions in Baseline 7 shall, where necessary, be read
and construed as referring to the equivalent provision in Baseline 7 (as
amended by this Part C); and
2.2.2 to clauses, paragraphs, sub-clauses and sub-paragraphs that are intended to
refer to provisions of this Agreement shall, where necessary, be read and
construed as referting to the relevant provisions of this Agreement that have
been introduced into Baseline 7 as a result of the amendments made by this
Pait C.
With effect from the date on which this Part C takes effect, all the licences and sub-* -
licences granted or procured by Fujitsu Services under Clause 30 of this Agreement in
respect of Fujitsu Background IPR and Third Party Items shall terminate.
All software, documents materials or other things provided by Fujitsu Services pursuant
to the licences granted under paragraph 2.1.9 shall be provided “as is" and the Parties
agree that all express and implied warranties and conditions relating to such software,
documents materials and other things are excluded to the full extent permitted by law.
Contract Reversal Charge
Within 30 days of the date that this Part C takes effect, Post Office shall pay to Fujitsu*
Services an amount equal to £5,759,327 multiplied by the proportion that the number of
days from (and including) the Amendment Date to (but excluding) the date that this Part
C takes effect bears to 334 (the “Contract Reversal Initial Charge").
Fujitsu Services shall calculate the following as soon as reasonably practicable within
three months after the date that this Part C takes effect:
3.2.1. the aggregate amount of the charges which would have been payable by Post
Office to Fujitsu Services under Baseline 7 had Baseline 7 been in force and
applied during the Conditionality Period in respect of the HNG-X-Services and
Development Services that were duly provided under this Agreement during the
Conditionality Period (taking account of pre-payments, credits and discounts
that would have been applicable under Baseline 7, including those applicable
having applied paragraphs 2.1.5 and 2.1.6 to Baseline 7); plus
Page 6 of 11
FUJ00000077
FUJ00000077
Formatted: Indent: Left: 0
cm, Hanging: 1.23 cm, Outline
numbered + Level: 2+
Numbering Style: 1, 2, 3, ... +
Start at: 1+ Alignment: Left +
Aligned at: 0.35 cm + Tab
after: 16cm + Indent at: 1.6
cm, Tabs: Not at 1.6 cm
Formatted: Indent: Left: 0
em, Hanging: 1.23 em, Outline
numbered + Level: 2 +
Numbering Style: 1, 2, 3, ...+
Start at: 1+ Alignment: Left +
Aligned at: 0.35 cm + Tab
after: 16cm + Indent at: 1.6
cm, Tabs: Not at 1.6 cm
Formatted: Indent: Left: 0
cm, Hanging: 1.23 cm, Outline
numbered + Level: 2 +
Numbering Style: 1, 2, 3, ...+
Start at: 1+ Alignment: Left +
Aligned at: 0.35 cm + Tab
after: 1.6 cm + Indent at: 1.6
cm, Tabs: Not at 1.6 cm
CONFIDENTIAL
3.2.2
3.2.3
3.2.4
3.2.5
Page 7 of 11
in relation to each individual (and aggregated for all individuals) employed or
engaged by Fujitsu Services (or its HNG-X Sub-contractors) to deliver Project
HNG-X who would have continued to work on Project HNG-X had it not ceased
in accordance with paragraph 1.1, an amount equal to the charges that would
have been payable by Post Office to Fujitsu Services for work performed in
accordance with the HNG-X Programme Plan by that individual according to the
rates set out in the table in paragraph 2.2 of Schedule D8 (assuming 7.4 hour
days), if work had continued on Project HNG-X after the date that this Part C
takes effect until the earlier of:
3.2.2.1 two months after the date that this Part C takes effect; and
3.2.2.2 the date on which either (i) that individual is redeployed within Fujitsu
Services or a member of the Fujitsu Services Group to undertake work
in respect of any customer of Fujitsu Services or a member of the
Fujitsu Services Group (as the case may be) or (ii) the relevant
engagement terminated, in each case Fujitsu Services having taken
reasonable steps to mitigate exposure to costs by redeploying or
terminating the relevant engagement (and procuring its HNG-X Sub-
contractors do the same),
and the amount determined shall not be more than the estimated aggregate
HNG-X T&M Budget for such work for the relevant period as set out in the
budget report to be delivered in accordance with paragraph 11 of Sub-schedule
B6.2; plus
an amount equal to:
3.2.3.1 the aggregate of all Migration Charges due and which would have*
become due to be paid by Post Office in accordance with the provisions
of Schedule D7; minus
3.2.3.2 all amounts paid by Post Office in respect of such Migration Charges
and all of Fujitsu Services’ costs (and associated margin) in relation to
such Migration Charges that Fujitsu Services is able to avoid or mitigate
(having taken reasonable steps to do so); plus
an amount equal to the aggregate of all costs reasonably incurred by Fujitsu
Services (other than those recoverable pursuant to paragraphs 3.2.2 and 3.2.3)
associated with all HNG-X Project Activities and Associated Change Activities
that are ceased in accordance with paragraph 1.1, including but not limited to
any termination charges payable to suppliers and sub-contractors (in all cases
Fujitsu Services being required to take reasonable steps to mitigate its exposure
to such costs); minus
the aggregate amount of the charges which shall have been actually payable to
Fujitsu Services under this Agreement in respect of the HNG-X Services and
Development Services that were duly provided under this Agreement during the
FUJ00000077
FUJ00000077
Formatted: Indent: Left: 2.5
cm, Outline numbered + Level:
4+ Numbering Style: 1, 2, 3,
+ Start at: 1 + Alignment: Left
+ Aligned at: 3.35 cm + Tab
after: 4.6 cm + Indent at: 4.6
cm, Tabs: Not at 4.6 cm
Formatted: Indent: Left: 2.5
cm, Outline numbered + Level:
4+ Numbering Style: 1, 2, 3,
+ Start at: 1 + Alignment: Left
+ Aligned at: 3.35 cm + Tab
after: 4.6 cm + Indent at: 4.6
ccm, Tabs: Not at 4.6 cm
CONFIDENTIAL
3.3
3.4
3.5
3.6
5.
I 54
Conditionality Period (taking account of pre-payments, credits and discounts
applicable under this Agreement),
(the “Contract Reversal Adjusted Charge").
If the Contract Reversal Adjusted Charge is:
3.3.1. greater than the Contract Reversal Initial Charge, Post Office shall pay to
Fujitsu Services an amount equal to the difference; or
3.3.2 less than the Contract Reversal Initial Charge, Fujitsu Services shall allow an
amount equal to the difference as a credit against Charges payable by Post
Office.
The amount (if any) payable by Post Office pursuant to paragraph 3.3.1 shall be*
invoiced to Post Office by Fujitsu Services in the same manner as any other Charge
invoiced in accordance with Schedule 9 of Baseline 7 and, subject to paragraph 3.5,
such invoice shall be paid by Post Office within 30 days of receipt.
Should any part of the amount invoiced under paragraph 3.4 be subject to a Dispute,
then Fujitsu Services shall be entitled to be paid for that part not in dispute (including
any part in respect of which such Dispute is subsequently resolved) and which has been
agreed with Post Office and Post Office shall pay such amount within 30 days of receipt
of a valid invoice raised under paragraph 3.4.
For the avoidance of doubt, amounts duly paid to Fujitsu Services under Schedule D8
for HNG-X Development and Associated Change Development and Schedule D7 for
Migration during the Conditionality Period shall not be taken into account in calculating
the amount of the Contract Reversal Adjusted Charge and shall not, by virtue of this
Part C taking effect, be liable to be repaid, and all further amounts payable by Post
Office in accordance with those Schedules for work performed or equipment supplied
during the Conditionality Period shall not, by virtue of this Part C taking effect, cease to
be payable.
Reinstatement
Fujitsu Services shall, as soon as reasonably practicable following this Part C taking
effect, take all necessary steps to reverse the effect of any testing or implementation of
the HNG-X Service Infrastructure (save to the extent that Post Office shalll have elected
to continue with the installation of such Infrastructure in accordance with paragraph 1.2
of this Part C). Post Office shall reimburse to Fujitsu Services all reasonable costs and
expenses incurred by Fujitsu Services in performing its obligations under this paragraph.
Fujitsu Services shall raise invoices in accordance with Schedule D2 for such costs and
expenses as they arise.
Further Assurance
Each Party agrees that it shall do all such things as may reasonably be required to give
effect to the provisions of this Part C. Post Office shall reimburse to Fujitsu Services all
Page 8 of 11
FUJ00000077
FUJ00000077
Formatted: Indent: Left: 0
cm, Hanging: 1.23 cm, Outline
numbered + Level: 2 +
Numbering Style: 1, 2, 3, ... +
Start at: 1+ Alignment: Left +
Aligned at: 0.35 cm + Tab
after: 1.6cm + Indent at: 1.6
cm, Tabs: Not at 1.6 cm
Formatted: Indent: Left: 0
cm, Hanging: 1.23 cm, Outline
numbered + Level: 2 +
Numbering Style: 1, 2, 3, ...+
Start at: 1+ Alignment: Left +
Aligned at: 0.35 cm + Tab
after: 1.6 cm + Indent at: 1.6
cm, Tabs: Not at_1.6 cm
Formatted: Indent: Left: 0
cm, Hanging: 1.23 cm, Outline
numbered + Level: 2+
Numbering Style: 1, 2, 3, ... +
Start at: 1+ Alignment: Left +
Aligned at: 0.35 cm + Tab
after: 1.6.cm + Indent at: 1.6
cm, Tabs: Not at 1.6 cm
FUJ00000077
FUJ00000077
CONFIDENTIAL
reasonable costs and expenses (including, without limitation, its legal costs in
connection with the re-introduction of and amendment to Baseline 7) incurred by Fujitsu
Services in doing such things. Fujitsu Services shall raise invoices in accordance with
Schedule D2 for such costs and expenses as they arise.
5.2 The Parties shall, as soon as reasonably practicable following the date on which this
Part C takes effect, agree and execute a revised version of this Agreement reflecting alll
the changes to be made pursuant to paragraph 2 of this Part C and any other necessary
changes consequent upon the completion or continuing implementation of the
Associated Change Workstreams and/or HNG-X Project Workstream in accordance
with paragraphs 1.1 and 1.2. Any disagreement as to such terms shall be resolved in
accordance with the Dispute Resolution Procedure set out in Schedule A2.
Page 9 of 11
CONFIDENTIAL
ANNEX
shall have the meaning set out in paragraph 6.3 of
Schedule 10;
“Aggregate Charges” shall have the meaning set out in paragraph 6.2.11 of
Schedule 10;
44
45
6.2.2
6.2.11
The value of the Core SI Services provided by Fujitsu Services to Post Office in relation
to such Pre-paid SI Capacity shall be calculated on a time cost basis in the same way
and at the same rates as it is calculated for Additional Resources in paragraph 6.2.1
without application of the discounts and rebates referred to in paragraph 6.2.2. This
value of Core SI Services shall be adjusted to reflect any applicable discount for
Feasibility Work as described in paragraph 6.3.
Unless otherwise agreed in accordance with paragraph 11.16 of Schedule 20, if the
value of Core SI Services (calculated in accordance with paragraph 4.4) provided in a
Work Period exceeds the Pre-paid SI Capacity for that Work Period, the amount of such
excess shall be charged to Post Office on the basis described in paragraph 6.2.
Post Office shall receive the following discounts on, and rebates against, the Additional
SI Charges payable in accordance with paragraph 6.2.1:
6.2.2.1 if any Additional Resource in respect of which the Additional SI Charges
referred to in paragraph 6.2.1 apply was used by Post Office in relation to
Feasibility Work then the Additional SI Charges shall be reduced by an
amount (if any) calculated in accordance with paragraph 6.3;
6.2.2.2 Post Office shall receive a discount of 20% on the Additional SI Charges as
adjusted in accordance with paragraph 6.2.2.1 (or if no such adjustment
applies as calculated in accordance with paragraph 6.2.1); and
6.2.2.3 Post Office shall be entitled to a rebate against the Additional SI Charges in
accordance with paragraph 6.2.11.
Post Office shall be entitled to a rebate against Additional SI Charges if in respect of any
Financial Year such charges (calculated as if the Additional SI Charges payable by Post
Office in respect of that Financial Year were the Additional SI Charges as adjusted
pursuant to paragraph 6.2.2.1, but without any discount pursuant to paragraph 6.2.2.2)
("Aggregate Charges") fall within one of the thresholds set out in the following table:
Aggregate Charge Thresholds I Rebate Percentage
£5,000,001 to £7,500,000 2.5%
£7,500,000 to £10,000,000 5.0%
Over £10,000,000 7.5%
Page 10 of 11
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CONFIDENTIAL
6.3
6.3.1
Such rebate (if any) shall be the rebate percentage (which corresponds to the threshold
above in which the Aggregate Charges fall) of the Aggregate Charges and shall be
issued to Post Office by Fujitsu Services as a credit against the Additional SI Charges
payable by Post Office in respect of that Financial Year.
Additional Discounts in relation to Feasibility Work
If in any Financial Year the services of the Core SI Team or Additional Resource are
used by Post Office in relation to feasibility studies which the Parties have agreed under
a Work Order to undertake as part of the Strategic Approval Stage and/or the Start-up
and Feasibility Stage of the Development Process ("Feasibility Work") then the value of
the Core SI Services calculated in accordance with paragraph 4.4 and/or the Additional
SI Charges payable in accordance with paragraph 6.2.1 above (as the case may be)
shall be reduced by an amount calculated in accordance with the following formula:
RA (£) = {N// 4} (where the outcome of {N / 4} is rounded down to the nearest whole
number) x R
where:
RA= Reduced amount in respect of a particular Professional Service Grade category
(as set out in paragraph 6.2.1) in relation to Core SI Services and/or Additional
Resource.
N= Total number of working days (as described in paragraph 6.2.5), in whole or in
part, of Feasibility Work undertaken by all individuals in the Professional Service
Grade category referred to in RA.
R= — Rate per working day (as described in paragraph 6.2.1) for the Professional
Service Grade category referred to in RA.
The above formula shall be applied in respect of each applicable Professional Service
Grade category such that the total reduction to the value of the Core SI Services and/or
Additional SI Charges shall equal the sum of the reduced amounts (RA) for each
applicable category.
Page 11 of 11
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CONFIDENTIAL.
SCHEDULE B1.1
DEVELOPMENT SERVICES
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN 1200
VW 26/09/06 Minor corrections
1.2 19/01/07 Further minor amendments
2.0 25/01/07 Baseline copy of 1.2
24 19/03/07 I Applying CCN 1206
22 22/03/07 I Amendment to CCN 1206
3.0 09/07/07 Baseline copy of 2.2
4.0 23/02/09 Baseline copy of 3.1
6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu
Page 1 of 16
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CONFIDENTIAL.
SCHEDULE B1.1
DEVELOPMENT SERVICES
1. INTRODUCTION
11 This Schedule B1.1 deals with:
24
1.1.1 the procurement principles in relation to the integration of systems or software
into the Infrastructure, against the background of Fujitsu Services’ potential
appointment as Preferred Systems Integrator as described in Schedule At, and
the addition of new functionality to the Infrastructure; and
1.1.2 Development Services, as more specifically defined in paragraph 3 below.
Development Services shall be ordered through Work Orders.
This Schedule B1.1 sets out Post Office's and Fujitsu Services’ agreed approach to
contracting for Development Services. This shall include adherence to a generic
Development Lifecycle and its component Development Lifecycle Stages (the operation
and interaction of which for each development project being described in the
Development Methodology agreed for that development project) unless Post Office
adopts a competitive approach to procurement, in which case Post Office may adopt a
different lifecycle approach to suit the development project, as further described below.
This Schedule B1.1 does not deal with (and the Development Services do not include):
1.4.1 except as described in paragraph 3.1.4, the Implementation of Branch Hardware,
which is dealt with under Schedule B1.3;
1.4.2 the operation of and (through the Operational Business Change (Branch Change)
Service or Reference Data changes) modifications to any applications and
systems after their development and implementation under a Work Order, such
operation being dealt with under Schedule 83.1;
1.4.3 services to be provided under the SIP which are dealt with under Schedule B1.2;
or
1.4.4 HNG-X Development or Associated Change Development which are dealt with
under Schedules B6.1, B6.2 and B6.3.
Itis the intention of both Parties that the most suitable procurement method shall be used
as the basis for contracting an individual Work Package.
PROCUREMENT PRINCIPLES
Systems Integration Principles
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2.1.4
Post Office may appoint Fujitsu Services as Preferred Systems Integrator in
accordance with the provisions of Schedule At. If Fujitsu Services is appointed
as Preferred Systems Integrator, the terms upon which Fujitsu Services assumes
responsibility for any Relevant IT Systems designated by Post Office shall, as
specified in Schedule A1, be agreed under the Change Control Procedure save
that work required to develop any interfaces required between the Relevant IT
Systems and the Infrastructure or other Systems Integration may be, and where
paragraph 2.1.2 applies shall be, provided under a Work Order as H&HNG
Systems Integration in accordance with the provisions of this Schedule.
Whether or not Fujitsu Services or any third party is appointed as the Preferred
Systems Integrator and notwithstanding anything to the contrary in Schedule A1
or this Schedule B1.1, Fujitsu Services shall, throughout the term of this
Agreement, be the exclusive provider to Post Office of:
2.1.2.1 H&HNG Systems Integration described in paragraph 3.1.3.2; and
2.1.2.2 those elements of Hardware Implementation identified in the Annex to
Schedule B1.3 as Hardware Implementation that Fujitsu Services (and
not Post Office or a third party) is entitled to provide, to the extent that
such Hardware Implementation relates to the Infrastructure.
The terms on which Fujitsu Services supplies the services referred to in
paragraph 2.1.2 shalll be set out in one or more Work Orders in accordance with
the provisions of this Schedule and the Work Ordering Procedure.
For the avoidance of doubt, the only exclusivity granted to Fujitsu Services under
this Schedule B1.1 is set out in paragraph 2.1.2 of this Schedule.
2.2 Application Procurement principles
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2.2.2
2.2.3
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Where Post Office requires additional functionality to be integrated within the
Infrastructure it will, wherever practicable and cost effective (and subject to
paragraph 2.2.3) provide such functionality by procuring standard (commercial off
the shelf) applications or Application Services from Fujitsu Services or a third
party software provider rather than carrying out bespoke software development.
Notwithstanding paragraph 2.2.1, where standard applications or Application
Services are not available or not suitable, Post Office may:
2.2.2.1 procure a bespoke application from a third party; or
2.2.2.2 procure a bespoke application from Fujitsu Services.
Subject to paragraph 2.2.4, the selection and deployment of any third party
standard applications or Applications Services or third party bespoke applications
or Applications Services is subject to joint:
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2.2.4
2.2.5
2.2.6
2.2.7
2.2.3.1 verification of the application’s or Applications Services’ technical
compatibility and ability to interface with the Infrastructure, the Horizon
Applications and/or the Business Capabilities and Support Facilities;
2.2.3.2 assessment of the impact on the Infrastructure (including the costs of
implementation) and the HNG-X Services (including the Service Levels
and any limitations on liability). The impact assessment will consider any
operational risks, Service Level lets or caveats which may be
necessitated by the architecture;
2.2.3.3 review of the availability of suitable support capability;
2.2.3.4 assessment against Post Office IT and business strategies and long term
operating costs:and
2.2.3.5 identification of any additional existing documentation that Post Office
requires from Fujitsu Services to facilitate Post Office’s assessment of
the standard or third party application.
by Post Office and Fujitsu Services.
The verification, assessment and review activities referred to in paragraph 2.2.3
shall utilise the SIP to the extent decided by the Systems Integration Partnership
and Executive Relationship, but Fujitsu Services’ involvement shall otherwise be
subject to a Work Order agreed under the Work Ordering Procedure.
Where Post Office chooses to procure a standard or bespoke application from
Fujitsu Services the terms on which it does so shall be set out in one or more
Work Orders in accordance with the Work Ordering Procedure and the provisions
of paragraphs 4 and 5 below.
Where Post Office chooses to procure a standard or bespoke application from a
third party, the commercial and contractual relationship between Post Office,
Fujitsu Services and any third party application or Application Service provider
(including the charges payable to Fujitsu Services) shall be agreed on a case by
case basis. The Parties may adopt whatever commercial and/or contractual
structure is appropriate for the particular circumstances. However, the
commercial and contractual arrangement must take reasonable account of the
impact on the systems and services provided to Post Office by Fujitsu Services.
Fujitsu Services shall not unreasonably refuse to integrate third party applications
or Applications Services into the Infrastructure, taking into account the proposed
commercial terms and the impact such integration will have on the systems and
services provided to Post Office by Fujitsu Services.
3. DEVELOPMENT SERVICES
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3.1 Subject to paragraph 1.4, the following Services (together the “Development Services”)
may be procured by Post Office from Fujitsu Services under this Schedule B1.1:
3.44
3.1.2
3.1.3
3.1.4
Professional Services
Professional services comprising the provision of consultancy and technical
advice by appropriately skilled Fujitsu Services personnel on a T&M basis in
accordance with Schedule D1 under the management of Post Office. Typical
work would include strategy, feasibility and requirements studies. Provision of
such services is separate from but relates to the services described in paragraph
3.1.2 to 3.1.4 below.
Software Development
Software development involves:
3.1.2.1 application development, being the design, development, evaluation,
tailoring/configuration, testing and validation, of application software; and
3.1.2.2 infrastructure software development, being the design, development,
evaluation, tailoring/configuration, testing and validation, of infrastructure
software.
H&HNG Systems Integration
H&HNG Systems Integration involves:
3.1.3.1 the selection and integration of components and the testing of those
components as part of an end to end suite of systems; and/or
3.1.3.2 the implementation of infrastructure and software upgrades and additions
to the Infrastructure (other than the Branch Infrastructure) to interface to
any new systems or applications and support any new services operating
end-to-end as defined by Post Office requirements in the relevant Work
Order.
Hardware Implementation.
4. CONTRACTING FOR DEVELOPMENT SERVICES
4.1 Fujitsu Services and Post Office shall operate a generic development approach (the
“Development Lifecycle”) for Development Services procured by Post Office from Fujitsu
Services under this Schedule B1.1. The Development Lifecycle is made up of six generic
stages (each generic stage being a “Development Lifecycle Stage”) as described in
paragraph 5.
4.2 The way in which these Development Lifecycle Stages are executed, and the way they
interact will differ depending on the type of development project, and will be detailed in the
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Development Methodology agreed by the Parties as most suitable for successfully
delivering the development project in question. The Development Methodology to be
used for each development project shall:
4.2.1 be agreed by the Parties no later than the end of the Requirements Stage (as
described in paragraph 5.4.1) +for that development project;
4.2.2 shall, as a minimum, set out the approach to the Development Lifecycle Stages
(including how the processes and disciplines of the Development Methodology
map to the generic Development Lifecycle and Development Lifecycle Stages)
and the Artefacts to be produced at each Development Lifecycle Stage for that
development project, by each Party; and
4.2.3 shall be developed to be consistent with RMG Harmony (so as not to prevent the
use by Post Office of RMG Harmony in relation to that development project.)
Post Office shall be responsible for documenting the Development Methodology agreed
for each development project.
Development Services to be undertaken by Fujitsu Services must be ordered as Work
Orders in accordance with the provisions of Schedule D2. The terms of such Work
Orders shall be determined in accordance with the provisions of paragraphs 4 and 5
unless either paragraph 2.2.6 or paragraph 6 applies, in which case the terms of such
Work Orders shall be determined in accordance with paragraph 2.2.6 or 6 respectively.
The basis for development resource planning of Work Packages shall be the
Development Lifecycle Stages.
The following principles shall be applicable to contracting for Development Services
between Post Office and Fujitsu Services:
4.5.1 clear control for each Development Lifecycle Stage and the responsibility to
deliver associated deliverables will be specified and agreed between the Parties
as vesting in either Post Office or Fujitsu Services but not both;
4.5.2 business control of Work Packages shall be established in accordance with the
governance principles set out in Schedule A2 and the Work Ordering Procedure
in Schedule D2 and each large Work Package will have a senior management
sponsor within both Fujitsu Services and Post Office; and
4.5.3 related responsibilities shall be clearly identified and assigned to specific
individuals in Fujitsu Services or Post Office.
Where the scope and size of a Work Package are substantial, Post Office may request
Fujitsu Services to identify as separable components of work individual Work Package
Elements which could be carried out by third parties under Fujitsu Services’ management.
Where this option is considered, Fujitsu Services will identify any liability, performance,
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5.2
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reliability or other potential service implications of such option and the terms to be
incorporated into a subcontract for such work.
THE DEVELOPMENT LIFECYCLE
Initial Development Lifecycle Stages
The following Development Lifecycle Stages will be led by Post Office who may procure
professional services (as described in paragraph 3.1.1) from Fujitsu Services to support
the work done in the relevant Development Lifecycle Stage.
5.1.1. Strategic Approval Stage, which defines the strategic and architectural framework
within which the changes are to be developed and delivered.
5.1.2 Start-up and Feasibility Stage, in which Post Office develops an outline view of a
potential business requirement with input, where required, from Fujitsu Services:
5.1.2.1 on the indicative cost range for the provision of a potential solution, to
assist Post Office in making an informed decision on:
(a) the business case for proceeding to later stages of the
Development Lifecycle; and
(&) sourcing of solution components; and
5.1.2.2 to assist with an assessment of the most appropriate Development
Methodology to be adopted (with this Development Methodology being
confirmed during the Requirements Stage by the Systems Integration
Partnership); and
5.1.2.3 to give an indication of the scope of any work that Fujitsu Services
proposes be undertaken by any Sub-contractor located outside the
United Kingdom (with this being confirmed during the Solution Definition
Stage).
A key objective of these two Development Lifecycle Stages is to provide sufficient
information to Post Office such that it can make an informed decision about the
procurement approach in respect of the development project as a whole and each
solution component. Post Office shall consider the procurement options by reference to
the provisions of Schedule B1.3 and paragraphs 4.6 and 6 of this Schedule B1.1 before a
decision is made by Post Office on whether it will involve Fujitsu Services in the later
Development Lifecycle Stages or in procuring subcontractors in accordance with
paragraph 4.6, or adopt a competitive approach in accordance with paragraph 6.
Subsequent Development Lifecycle Stages where Development Services are procured
from Fujitsu Services
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5.4
5.5
5.6
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If Fujitsu Services is required to provide Development Services after the Strategic
Approval Stage and the Stait-up and Feasibility Stage and a competitive approach is not
adopted by Post Office as described in paragraph 6 of this Schedule B1.1, the remaining
provisions of this paragraph 5 shall be applicable.
The Development Lifecycle Stages that (subject to paragraphs 4.2 and 5.5) shall apply
after the Strategic Approval Stage and the Start-up and Feasibility Stage are described
below.
5.4.1 Requirements Stage, in which production of a full specification of the
requirements and Work Packages is led and managed by Post Office to form the
basis for solution specification and any subsequent contract for development,
implementation, acceptance and operational work.
5.4.2 Solution Definition Stage, managed by Fujitsu Services, in which Fujitsu Services
produces (j) a solution description as defined in the applicable Development
Methodology setting out the proposed solution in response to the Post Office’s
Work Package requirements including any qualifications and caveats applicable
to those requirements and (ii) Commercial Terms detailing the price and
contractual terms applicable to the subsequent Development Lifecycle Stages
(and those applicable to any subsequent stage relating to operational service if
not dealt with in an associated CCN), including confirmation of the details and
scope of any work to be undertaken by any Sub-contractor located outside the
United Kingdom (together with the identity of any such Sub-contractor).
5.4.3 Solution Build and Test Stage, managed by Fujitsu Services, in which Fujitsu
Services undertakes the development, integration and testing of the solution
Work Package (other than any user testing or release validation testing or
elements of solution assurance which will be managed by Post Office) up to, and
including, its acceptance by Post Office.
5.4.4 Implementation Stage, managed by Fujitsu Services, in which Fujitsu Services
undertakes system and software rollout into the live environment (any necessary
Implementation of Branch Hardware having been carried out in accordance with
Schedule B1.3 and, as applicable, this Schedule) together with related planning
and change management, up to acceptance of the solution into live service. Post
Office related business implementation aspects shall be managed by Post Office.
In order to optimise the Development Lifecycle, Development Lifecycle Stages may
overlap or occur in parallel, be combined or, in exceptional cases, omitted. The method of
operation of the Development Lifecycle Stages for each development project will be set
out in the Development Methodology as agreed and documented in accordance with
paragraph 4.2.
Access to business users and clients
Post Office shall provide Fujitsu Services with reasonable access to informed and
empowered business users and clients early in the Development Lifecycle to enable
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5.8
5.9
5.10
5.
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1
Fujitsu Services to understand the function/ cost trade offs early in the Development
Lifecycle. In some cases this may be achieved by Fujitsu Services’ provision of personnel
to work in the SIP in accordance with Schedule B1.2.
Access to technical experts
Fujitsu Services shall provide Post Office with reasonable access to informed and
empowered technical experts throughout the Development Lifecycle to enable Post
Office to understand the outputs of the Development Lifecycle.
Documentation
Documentation produced by Fujitsu Services during the Development Lifecycle for a
development project shall be limited to:
5.8.1. for development subsequent to Project HNG-X, unless Post Office notifies Fujitsu
Services otherwise, an update of all relevant documentation within the Solution
Baseline Documentation Set, the introduction of which, to the extent this
Agreement is updated, shall be subject to agreement under the Change Control
Procedure;
5.8.2 documents commissioned by Post Office under Work Order(s) for that
development project; and
5.8.3 documents otherwise required by Fujitsu Services for its own purposes.
With respect to documentation referred to in paragraphs 5.8.1 and 5.8.2, Post Office and
Fujitsu Services will agree a review process which provides appropriate and informed
input within a framework of efficient working. Both parties aspire to continuous
improvement and shalll identify new approaches and technology to meet these goals.
Testing and Acceptance
The process applicable to testing of Releases developed for:
5.10.1 the Hotizon Service Infrastructure or the elements of the Horizon Service
Infrastructure used during the Roll Out Phase, including all Releases designated
by the Parties as ‘T Releases’, shall be as set out in the CCD entitled “Testing
Approach for the Horizon System” (VI/STR/064) together with the paper entitled
“T Release Testing Strategy (Post S92 Testing Strategy)” (version 0.1)(which the
Parties will develop into a CCD by the end of October 2006); and
5.10.2 the HNG-X Service Infrastructure after HNG-X Initial Acceptance, shall be as set
out in the presentation paper entitled “An Approach” (dated 31 March 2006)
(which will be developed by the Parties into a CCD based on the testing approach
used for Project HNG-X).
The process applicable to Acceptance of Releases developed for:
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5.11.1 the Horizon Service Infrastructure or the elements of the Horizon Service
Infrastructure used during the Roll Out Phase, including all Releases designated
by the Parties as 'T Releases’, shall be as set out in the CCD entitled “Horizon
Generic Release Acceptance Process” (PA/PRD/013); or
5.11.2. the HNG-X Service Infrastructure after HNG-X Initial Acceptance, shall be as set
out in a CCD which the Parties shall develop by HNG-X Initial Acceptance based
on the acceptance approach used for Project HNG-X.
Roles and Responsibilities
5.12 Subject to agreement to the contrary in the Work Order for any one or more Development
Lifecycle Stages, the following roles and responsibilities shall apply in relation to the
Development Lifecycle for each project:
5.12.1 Post Office Roles and Responsibilities
5.12.1.1. Post Office shall be responsible for its business change process
from conception, through preliminary business analysis, to solution
architecture and completion of the requirements capture.
5.12.1.2 Post Office shall carry out any responsibilities agreed by it as part of
a Work Order.
5.12.1.3 During the Development Lifecycle Post Office shall:
(a)
(b)
(a)
(e)
provide guidance on interpretation of the documents which it
owns;
appoint one delivery manager to manage each Work
Package from Post Office’s perspective;
appoint one Design Authority, covering both business and
technical Work Package aspects;
provide appropriate levels of data for take-on of new
services (as will be described in more detail in the relevant
Work Order) except where such data already exists in the
Infrastructure; and
ready its business to receive the solution (as will be
described in more detail in the relevant Work Order).
5.12.2 Fujitsu Services Roles and Responsibilities
5.12.21 During the Development Lifecycle, Fujitsu Services shall
(a)
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complete the Work Orders as agreed with Post Office;
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5.12.2.2
5.12.2.3
(b)
()
(a)
(e)
provide guidance on interpretation of the documents which it
owns;
arrange a reasonable level of joint Work Package review
checkpoints;
be accountable for the quality of the solution delivered by
the Work Package to meet the agreed acceptance criteria;
and
provide points of contact/authority comparable to those set
out in paragraphs 5.12.1.3(b) and §.12.1.3(c).
Fujitsu Services shall provide a measurement mechanism which
can be used to estimate the functional size and complexity of
software components and which can be used to estimate the
functional size and complexity of future software changes.
In accordance with agreed Work Order(s), Fujitsu Services shall
support Post Office in activities necessary for Post Office to
achieve:
(a)
cettification, accreditation or assurance with its Clients or
other third parties; and
e-certification or re-accreditation with its Clients or other
third parties.
5.12.3 Joint Roles and Responsibilities
5.12.31 During the Development Lifecycle, the Parties shall jointly:
(a)
(b)
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agree development project plans, including timescales,
milestones and dependencies, for each development
project to a level of detail to be agreed by the Parties on a
case by case basis;
consult with any other third party suppliers in the
development and agreement of these development project
plans;and
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()
manage and implement the development project plans
specified in 5.12.3.1(a) above, in accordance with the
applicable provisions of Schedules A2, A3 and D2.
5.12.3.2 Where Fujitsu Services appoints a Sub-contractor to carry out
Development Services Fujitsu Services shall provide to Post Office:
(a)
(b)
(e)
Sub-contractor progress reports as made available to Fujitsu
Services, to accompany Fujitsu Services’ progress reports;
updated project plans as made available to Fujitsu Services,
to accompany Fujitsu Services’ project plans;
risks and issues identified by the Sub-contractor included in
the Fujitsu Services tisk register to enable such risks and
issues to be subject to the joint risk mitigation process in use
by Fujitsu Services and Post Office;
requirement specifications provided to the Sub-contractor by
Fujitsu Services to enable Post Office to provide clarification
or assistance in the interpretation and understanding of such
specifications if necessary; and
following a reasonable request from Post Office, other
information relating to the work of the Sub-contractor.
5.12.3.3 With regard to the information to be provided pursuant to 5.12.3.2 (a):
(a)
(b)
Fujitsu Services shall be allowed to remove any confidential
information of the Sub-contractor provided that where such
information is the cause or likely cause of a material adverse
impact on the agreed timescale or budget for a Fujitsu
Services or Sub-contractor deliverable that information is
provided to Post Office appropriately modified only to protect
its confidentiality; and
variations may be agreed between the Parties on a case by
case basis.
5.12.3.4 Fujitsu Services shall invite Post Office to attend progress meetings
with each Sub-contractor appointed to carry out Development
Services a minimum of once a month or to each progress meeting if
they are held less frequently than once a month.
Offshore Development
5.13 Fujitsu Services will propose which components of a solution are to be produced offshore
on a case-by-case basis and which aspects of development (design, development, test)
are to be produced offshore. Fujitsu Services shall provide reasonable notice to Post
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5.14
5.15
5.16
5.17
641
Office to consider such proposals and shall seek Post Office agreement to these
proposals before they are implemented, such agreement not to be unreasonably
withheld. The decision to offshore the development of a component will be based on
information that will include architectural considerations, skills availability, development
knowledge, support constraints and security measures.
Before Fujitsu Services proposes to Post Office, pursuant to paragraph 5.13, that any
development work be undertaken offshore, Fujitsu Services shall, at no cost to the Post
Office, carry out an assessment of the potential risks involved in such work being
undertaken offshore. Such assessment shall consider any potential risks arising from the
physical, logical and management security standards to be followed by the offshore
developer undertaking such work.
Fujitsu Services shall disclose to Post Office (a) the results of the assessment referred to
in paragraph 5.14 and (b) details of the processes, procedures, systems and controls it
has or intends to put in place to address the risks identified in that assessment. The
commencement of any offshore development work shall be conditional on Post Office
confirming to Fujitsu Services that it is satisfied with such assessment and such
processes, procedures, systems and controls.
In the event that the Parties agree that it is necessary for the offshore developer to be
required to put in place any of the following secutity measures in respect of any
development work undertaken by it offshore:
(a) physically isolating its development environment for the development work
commissioned by Fujitsu Services on behalf of the Post Office from other areas,
with access restricted to only those resources of the offshore developer who are
carrying out such activities; and
(b) isolating the offshore developer's networks for such development environment
from other areas and other networks including data security, network security,
server security, document security and web security; then
as part of any such agreement, the Parties shall also agree any additional charges to be
paid by Post Office for those measures, such charges to reflect any additional costs
incurred by the offshore developer in implementing those measures.
Fujitsu Services shall be responsible for ensuring that the offshore developer implements
and observes any security measures disclosed to Post Office pursuant to paragraph
15.13 (to the extent they are relevant to the offshore developer) or agreed by the Parties
pursuant to paragraph 5.16. Other than as referred to in paragraph 5.16, the cost of such
security measures shall be borne by Fujitsu Services.
COMPETITIVE APPROACH
Having undertaken the Strategic Approval Stage and the Start-up and Feasibility Stage,
Post Office may decide to adopt a competitive approach for the development project in
which case the terms on which any subsequent Development Services are provided by
Fujitsu Services in relation to that development project will be determined through a
competitive process. Post Office shall specify the requirements and processes to be
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6.2
6.3
6.4
6.5
7A
7.2
7.3
applied to such competitive procurement, dividing the tasks into Work Packages which
may replicate the Development Lifecycle Stages.
If Post Office decides to adopt a competitive approach, the following provisions shall
apply:
6.2.1. If paragraph 2.1.2 applies in respect of a Work Package, Post Office shalll procure
that Work Package from Fujitsu Services.
6.2.2 If Fujitsu Services has been appointed as the Preferred Systems Integrator and a
Work Package involves Systems Integration then, unless paragraph 2.1.2 applies,
Fujitsu Services shall be invited to compete for that Work Package in accordance
with paragraph 3.6 of Schedule A1.
6.2.3 In all other cases, Fujitsu Services shall not unreasonably be refused by Post
Office an opportunity to compete for any of the Work Packages.
All Work Packages awarded to Fujitsu Services as part of the competitive process
envisaged by this paragraph shall be procured by Work Order agreed under the Work
Ordering Procedure. Unless the Parties agree otherwise, the provisions of paragraph 5.6
to 5.12 shall apply in relation to such Work Orders.
Post Office shall, with assistance from Fujitsu Services in relation to Work Packages
awarded to Fujitsu Services, plan the stages involved in development work in order to
achieve appropriate time to market that may involve overlapping stages between Post
Office and its suppliers, including Fujitsu Services. However there shall be discrete
decision points such that Fujtsu Services shall be aware whether work undertaken by it in
one stage shall be followed by a competitive procurement in relation to the next stage.
Post Office may procure from Fujitsu Services the establishment of a test environment for
use by a third party developer, where required, as a specific Work Order at the rates and
charges set out in paragraph 10 of Schedule D1.
ACCESS TO AND PROVISION OF DOCUMENTATION RELATING TO THE HORIZON
SERVICE INFRASTRUCTURE
Post Office shall be entitled to have access to and use of Horizon Design Documentation
for any one or more Design Purposes subject to and in accordance with Clauses 30.15.
Internal Design Documentation
Any Internal Design Documentation to which Post Office is entitled to have access shall
be provided by Fujitsu Services to Post Office on an ‘as is’ basis without warranty or
commitment as to its quality, accuracy, completeness or fitness for purpose (all implied
warranties being excluded to the fullest extent permitted at law).
Specially Commissioned Design Documentation
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7.3.1
7.3.2
Post Office may commission Fujitsu Services to produce specially commissioned
design documentation for one or more Design Purposes ("Specially
Commissioned Design Documentation’).
Fujitsu Services warrants that such Specially Commissioned Design
Documentation shall be produced by appropriately qualified, experienced and
trained personnel with all due skill, care and diligence taking into account good
industry practice and their previous roles within Fujitsu Services relevant to the
subject matter of this Agreement, but any other implied warranties are excluded
to the fullest extent permitted at law.
7.4 Any Fujitsu Services Professional Services required by the Post Office or an applicable
third party to interpret the Horizon Design Documentation shall be provided to the Post
Office on a time and materials basis on the rates set out in Schedule D1, paragraph 10
and shall be subject to the confidentiality undertakings set out in Clause 30.15.2.
8. ASSOCIATED DOCUMENTS
The following CCDs are associated with this Schedule B1.1:
Document Reference Document Title
1. I V/STRIO86 T Release Testing Strategy (Post S92
Testing Strategy)
(CCD to be developed pursuant to
paragraph 5.10.1)
2 I TSTIGEN/STG/0004 Generic Testing Approach for HNG-X
(CCD to be developed pursuant to
paragraph 5.10.2)
3. I PA/PRDO13 Horizon Generic Release Acceptance
Process
4.__ I PGM/PAS/PRO/0008 Generic Release Acceptance
Process for HNG-X
(CCD to be developed pursuant to
paragraph 5.11.2)
8. I PA/STR/003 Pathway Release Policy
6. I SD/STD/001 Horizon Office Platform Service Style
Guide
7. _ I VSTRIO64 Testing Approach for the Horizon
System
The following CRDs are associated with this Schedule B1.1:
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Document Reference
Document Title
No CRDs Applicable
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SCHEDULE B1.2
SIP
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of
signature of CCN 1200
VW 26/09/06 Minor corrections
2.0 25/01/07 Baseline copy of 1.1
Deleted: 6.0
6.0 15/06/09 Moving all schedules to V6.0 as
agreed with Fujitsu
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CONFIDENTIAL.
SYSTEMS INTEGRATION PARTNERSHIP
SCHEDULE B1.2
1. OBJECTIVES
qd The Parties intend that the SIP will act as a means of achieving the Joint Objectives set
24
2.2
23
Schedule B1.2 Version §."
out in Recitals (E)(d) to (g) (inclusive) of this Agreement.
The Parties agree that the key objectives of the SIP will be to:
1.2.1. identify initiatives to achieve Strive, with a particular emphasis on the delivery of
value added opportunities;
1.2.2 propose methods and processes for the management and overseeing of the
application and development of Post Office’s information technology systems,
so as to drive value from Post Office's investment in information technology and
meet its overall business objectives; and
1.2.3 provide a mechanism through which innovative techniques, applications and
solutions can be developed and used to achieve the Joint Objectives set out in
Recitals (E)(d) to (g) (inclusive) of this Agreement.
OPERATION OF SIP
In connection with the SIP, Post Office shall have the option exercisable from time to
time to request and Fujitsu Services shall provide, subject to and in accordance with
paragraph 5, one or more personnel up to a maximum of 15 Fujitsu Services personnel
at any one time, or such other numbers of Fujitsu Services personnel as the Parties
may agree from time to time, to form part of the SIP Team, each such individual being a
“Fujitsu Services SIP Team Member’.
Members of the SIP Team shall be deployed by Post Office in accordance with
paragraph 4.1.2 and each member shall be under the day to day management of Post
Office in relation to the tasks performed by that member in accordance with paragraph
2.4.
Upon provision of a Fujitsu Services SIP Team Member in accordance with paragraph 5,
the SIP Lead Manager will:
2.3.1 provide success criteria and objectives for the duration of that member's
engagement, as agreed with the Fujitsu Services Subject Lead for the Systems
Integration Partnership and Executive Relationship; and
2.3.2 have the right at all times, upon reasonable grounds, to require Fujitsu Services
to remove a Fujitsu Services SIP Team Member prior to the end of the term of
their engagement as a member of the SIP Team, and (if requested in
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accordance with paragraph 5.1) to replace a Fujitsu Services SIP Team
Member, and Fujitsu Services shall comply with such request as soon as
reasonably practicable following receipt. In each case Post Office shall not incur
any liability in relation to any such removal or replacement. At Fujitsu Services’
request, Post Office shall provide Fujitsu Services with its reasons for requiring
Fujitsu Services to remove a Fujitsu Services SIP Team Member.
2.4 The members of the SIP Team shall carry out such tasks as are allocated to them by
Post Office from time to time to meet the objectives in paragraph 1, including tasks in
the following areas and for the following purposes:
241
2.4.2
24.3
24.4
2.4.5
2.4.6
2.4.7
24.8
Schedule B1.2 Version §."
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to take the lead in establishing and developing the enterprise architecture, the
associated programme management and selection of suitable related
information tools and processes;
to cary out scoping, strategy and feasibility studies from time to time as
requested by Post Office;
to propose and identify appropriate development methodologies for use on new
projects and programmes of work;
to propose and drive initiatives to achieve net savings in Post Office's costs in
respect of current and future IT developments;
to assist in formulating and documenting Post Office IT strategic plans;
to assist in formulating and validating Post Office business cases (including the
specification of Post Office’s business requirements relating to information
systems and services);
to provide or facilitate the provision of to Post Office information relating to
and/or access to new technology, concepts and techniques developed or
accessible by the Fujitsu Services Group or Fujitsu Limited:
2.4.7.1 where such information or access would be relevant to and capable of
application to the Services or Fujitsu Services’ role (if appointed)_as
Preferred Systems Integrator; and
2.4.7.2 only in so far as Fujitsu Services is entitled to provide to Post Office
such information or access;
to carry out initiatives brought by Fujitsu Services into any strategies that:
2.4.8.1 create net savings in Post Office’s non-IT costs; or
2.4.8.2 create additional revenue from new product developments; and
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2.5
3.1
3.2
44
5.1
Schedule B1.2 Version §."
2.4.9 to undertake requirements assurance to determine whether initiatives meet Post
Office's business objectives.
Fujitsu Services shall ensure it provides members for the SIP Team in accordance with
paragraph 5 who have such skills, expertise, access to and knowledge of technology as
required to perform the role requested in accordance with paragraph 5.1.1 and to meet
the objectives in paragraph 1.
SIP RELATIONSHIP AND GOVERNANCE
The governance of the SIP shall be in accordance with the Systems Integration
Partnership and Executive Relationship as set out in Schedule A2 and any Disputes
arising in respect of this Relationship shalll be dealt with in accordance with Schedule A2
to this Agreement.
The Parties agree that the provisions relating to the SIP in Schedule A2 will be used as
means of deploying, and utilising, the SIP Team effectively on tasks with a view to
leading to the achievement of Gain Share.
SIP LEAD MANAGER RESPONSIBILITIES
In relation to the SIP, the SIP Lead Manager shall be responsible for:
4.1.1. requesting members of the SIP Team;
4.1.2 deploying and managing members of the SIP Team, subject to any directions
given by the Systems Integration Partnership and Executive Relationship;
4.1.3 reporting on SIP activities and achievements to the Systems Integration
Partnership and Executive Relationship;
4.1.4 approving replacements of, or removing, members of the SIP Team from time to
time; and
4.1.5 producing and maintaining a rolling plan for the activities to be undertaken by
members of the SIP Team.
POST OFFICE ORDERING OF SIP RESOURCE
Any request for Fujitsu Services member(s) of the SIP Team shall be made by the SIP
Lead Manager to Fujitsu Services in accordance with Schedule D2 as a request for a
Work Package and such request shall specify in writing (as a minimum):
5.1.1 the proposed role, skills and expertise required;
5.1.2 the preferred start date; and
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5.2
5.3
5.4
5.5
5.6
5.7
Schedule B1.2 Version §."
5.1.3 the proposed duration of the proposed engagement.
Following a request under paragraph 5.1, Fujitsu Services shall offer as soon as
reasonably practicable appropriate member(s) for the SIP Team for the proposed role(s)
in accordance with Schedule D2 in response to that request for a Work Package, being
either a person:
5.2.1 specifically requested by Post Office; or
5.2.2 if no such request is made or that person is unavailable, a person Fujitsu
Services considers suitable for the proposed role.
Post Office shall have the right, at its sole discretion, to approve or reject any person put
forward by Fujitsu Services for a proposed role but shall otherwise take up the offer
made by Fujitsu Services, if it wishes to do so, by means of a Work Order in accordance
with Schedule D2.
Each engagement of a Fujitsu Services SIP Team Member shall be subject to the terms
and conditions set out in annex D of the CCD entitled “Standard Terms and Conditions
for Work Orders” (BP/STD/003) and the execution of a personal confidentiality
undertaking pursuant to paragraph 10.
Notwithstanding the agreed duration for the engagement of a Fujitsu Services SIP Team
Member as a member of the SIP Team, Fujitsu Services shall be entitled to undertake
rotation of Fujitsu Services SIP Team Members, planned in consultation with Post
Office, to ensure members of the SIP Team provided by Fujitsu Services have the
requisite skills and/or knowledge refresh. For the purposes of this paragraph 5.5,
‘rotation’ shall mean the removal of a Fujitsu Services SIP Team Member from the SIP
Team and his replacement and/or his allocation to a different role within the SIP Team.
If required by Post Office, Fujitsu Services will procure that the relevant Fujitsu Services
SIP Team Member will undertake his or her duties at a Post Office site as directed by
the SIP Lead Manager.
Fujitsu Services shall not be obliged to make any Fujitsu Services SIP Team Member
available for service during any period of incapacity on the part of that member due to
illness or injury. In such circumstances, Post Office shall have the tight to require the
removal of that individual from the SIP Team in accordance with paragraph 2.3.2 where
such individual is incapacitated for a petiod of one month or more (as aggregated)
during the term of his or her engagement and such tight shall, for the purposes of
paragraph 2.3.2, be deemed to be upon reasonable grounds in such circumstances.
CHARGES FOR SIP RESOURCE
The SIP Charges shall apply in accordance with the provisions of paragraph 11 of
Schedule D1.
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7. GAIN SHARE
7A On the basis that the SIP Charges are derived from Fujitsu Services’ costs of
7.2
10.
10.1
Schedule B1.2 Version §."
employment as described in paragraph 11 of Schedule D1, the Parties intend that the
mechanism of Gain Share will operate as a means of recognising contributions made by
the SIP Team in achieving the Joint Objectives set out in Recitals (E)(d) to (g) (inclusive)
of this Agreement.
Accordingly, the sharing of any benefits resulting from cost saving initiatives or future
development work arising out of the tasks carried out by the SIP Team shall be
determined in accordance with Schedule D3.
FUJITSU SERVICES RESPONSIBILITY
Fujitsu Services shall be responsible for the acts and omissions of Fujitsu Services SIP
Team Members as though such acts or omissions were Fujitsu Services’, save if and to
extent such acts or omissions directly relate to tasks duly performed by Fujitsu Services
SIP Team Members that have been allocated to such individuals in accordance with
paragraph 2.4 under Post Office management pursuant to paragraph 2.2, in which case,
notwithstanding Clause 58, Post Office shall, without prejudice to paragraph 2.5 of this
Schedule and clause 9.2 of Annex D of the CCD entitled “Standard Terms and
Conditions for Work Orders” (BP/STD/003), be responsible for such acts and omissions.
POST OFFICE INDEMNITY
Post Office shalll indemnify and keep indemnified Fujitsu Services against any and all
liability suffered or incurred by Fujitsu Services as a result of claims made against it by
any of the Fujitsu Services SIP Team Members arising out of or in connection with,
during the course of performing their role as a Fujitsu Services SIP Team Member, acts
or omissions of Post Office, its employees, contractors or SIP Team members (other
than SIP Team members provided by Fujitsu Services) (including, without limitation, any
acts or omissions in respect of the Post Office exercising its rights under paragraphs
2.3.2 or 5.7), if and to the extent such acts or omissions constitute harassment or
discrimination by the Post Office.
CONFIDENTIALITY
In relation to the SIP:
10.1.1 Fujitsu Services shall procure that each Fujitsu Services SIP Team Member
shall execute a personal confidentiality undertaking in the form attached in the
Annex to this Schedule B1.2 which shall govern the disclosure of Confidential
Information insofar as such Confidential Information is obtained in the course of
that person carrying out his or her role in the SIP and which:
10.1.1.1 relates to IT technologies and solutions, service management, prices,
services, contracts or other proprietary information or commercial
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10.1.2
10.1.3
10.1.4
Schedule B1.2 Version §."
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affairs of Post Office, a member of the Royal Mail Group or any IT
suppliers; or
2relates to any procurement or other supplier selection activity
undertaken by Post Office; or
10.1.1.3relates to Post Office’s management of Fujitsu Services and its
subcontractors or its management of other IT suppliers, including
without limitation, budgets, business cases, project authorisation,
change control and disputes; or
10.1.1.4 relates to the specification, review and approval of work that may be
awarded to Fujitsu Services or other IT suppliers; or
10.1.1.5is normally only accessible by employees of Post Office or a member
of the Royal Mail Group and to which the Fujitsu Services SIP Team
Member is given access in the course of carrying out his or her
assignment with Post Office and was made aware or ought reasonably
to have been aware of such restricted access; or
10.1.1.6is stated in writing by Post Office to be Confidential Information
disclosed for the purposes of the activities of the SIP,
(“SIP Confidential Information”);
Fujitsu Services shall ensure that all employees and directors of Fujitsu
Services who work with Fujitsu Services SIP Team Members are aware that
such members are required to keep SIP Confidential Information confidential
and that if such employees or directors should obtain any SIP Confidential
Information that they too shall keep it confidential and keep it secure in the
same way as Fujitsu Services secures its own Confidential Information.
At any time on written demand from Post Office, the SIP Confidential
Information and all documents and other materials in which it is contained
(including all copies) in the possession or control of Fujitsu Services SIP Team
Members, Fujitsu Services, a member of the Fujitsu Services Group or a
subcontractor of Fujitsu Services shall be delivered to Post Office or destroyed,
if Post Office so chooses, as soon as is reasonably practical;
Fujitsu Services shall:
10.1.4.1 procure that each Fujitsu Services SIP Team Member complies with the
terms and conditions of his or her personal confidentiality undertaking
entered into in accordance with paragraph 10.1.1;
10.1.4.2 ensure that no employee of Fujitsu Services, a member of the Fujitsu
Services Group or its subcontractors who is not a Fujitsu Services SIP
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Team Member solicits disclosure of any SIP Confidential Information
from any Fujitsu Services SIP Team Member; and
3 ensure that SIP Confidential Information in the possession or control of
each Fujitsu Services SIP Team Member in tangible form is returned to
Post Office and all electronic copies of such information in the
possession or control of the Fujitsu Services SIP Team Member are
irretrievably deleted on completion of that Fujitsu Services SIP Team
Member's assignment to the SIP;
10.1.5 this paragraph 10 shall not be deemed to imply the grant of Fujitsu Services’
agreement or consent to the disclosure by Post Office to a third party of (i) any
Confidential Information under this Agreement or (i) other information disclosed
to Post Office by Fujitsu Services pursuant to an obligation of confidentiality;
and
10.1.6 Post Office shall ensure that it has obtained all agreements and consents
necessary for the disclosure of any third party information to Fujitsu Services
SIP Team Members, including as may be required under the FOIA or the EIR, in
respect of which paragraph 2.9 of Schedule Ad shalll apply.
11. ASSOCIATED DOCUMENTS
11.1 The following CCDs are associated with this Schedule B1.2:
Document Reference Document Title
L BP/STD/003 Standard Terms and Conditions for
Work Orders
11.2 There are no CRDs associated with this Schedule B1.2.
Schedule B1.2 Version §."
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CONFIDENTIAL.
To:
ANNEX
Form of Undertaking
{1
Fujitsu Services Limited.
Post Office Account
Lovelace Road
Bracknell
Berks RG12 8SN
Signed:
Name:
Date:
Schedule B1.2 Version §."
I am [an employee of][contracted to] Fujitsu Services Limited and have been assigned
to a role in the Systems Integration Partnership established by Post Office Limited,
I confirm that I have received a copy of the confidentiality provisions set out in
paragraph 10 of Schedule B1.2 of the Agreement between Post Office Limited and
Fujitsu Services Limited dated 28th July 1999 (as amended) relating to information I
may receive in that role (the “Confidentiality Provisions’).
I will deal with all SIP Confidential Information in accordance with the manner
prescribed in the Confidentiality Provisions and I undertake to keep such information
safe and confidential, as set out in the Confidentiality Provisions. 5.The definitions
contained in the Confidentiality Provisions shall apply in this undertaking.
I, the undersigned individual, acknowledge and agree that nothing in this undertaking
shall confer on any third party any benefit, nor the right to enforce any of its
provisions.
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SCHEDULE B1.3
BRANCH HARDWARE IMPLEMENTATION SERVICES
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN 1200
Deleted: 6.0
6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu
Schedule B1.3 Version 5.0
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CONFIDENTIAL
3.1
3.2
3.3
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4.3
SCHEDULE B1.3
BRANCH HARDWARE IMPLEMENTATION SERVICES
DEFINITIONS
In this Schedule B1.3 the term Branch shall have the same meaning as set out in
Schedule! (Interpretation), save that where Implementation activities occur in respect of
other premises such as, without limitation, CTOs, the term Branch in this Schedule B1.3
shall, in respect of such Implementations, be read to include such premises.
INTRODUCTION
This Schedule B1.3 sets out provisions and governing principles regarding the
Implementation of Branch Hardware and Stand-Alone Hardware.
HARDWARE IMPACT ASSESSMENT
Where Post Office wishes to carry out the Implementation of Branch Hardware it shall
procure a Hardware Impact Assessment from Fujitsu Services.
Where Post Office wishes to carry out the Implementation of Stand-Alone Hardware it
may procure a Hardware Impact Assessment from Fujitsu Services.
Where Hardware Impact Assessments for Branch Hardware or Stand-Alone Hardware
are procured in accordance with paragraphs 3.1 or 3.2 of Schedule B1.3, such
Hardware Impact Assessments shall be cartied out by the Parties jointly.
IMPLEMENTATION OF BRANCH HARDWARE AND STAND-ALONE HARDWARE
Where following Hardware Impact Assessment Post Office decides to proceed with
Implementation and procure the applicable Branch Hardware or Stand-Alone Hardware
Post Office shalll either:
4.1.1 procure the entire Implementation (other than elements specifically reserved to
Post Office) from Fujitsu Services; or
4.1.2 procure certain of those elements of the Implementation from Fujitsu Services
and either carry out the remaining elements itself or contract with third parties to
do so.
The table set out in the Annex to this Schedule sets out a non-exhaustive list of those
elements of the Implementation of Branch Hardware or Stand-Alone Hardware which
may be cartied out by Post Office, Fujitsu Services and third parties.
Where Fujitsu Services is intended to carry out the whole, or any element, of the
Implementation of Branch Hardware (including a Hardware Impact Assessment and
related planning activities) the Work Ordering Procedure shall be used for the relevant
Work Package Elements and the provisions of paragraph 5 of this Schedule shall apply
Schedule B1.3 Version §.0
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44
45
5.1
5.2
5.3
6.1
to such Implementation in addition to the Commercial Terms agreed as part of the
relevant Work Order. In the event of any conflict between such Commercial Terms and
the provisions of this Schedule, the Commercial Terms shall prevail.
Where Fujitsu Services is intended to carry out the whole, or any element, of the
Implementation of Stand-Alone Hardware, the Work Ordering Procedure shall apply and
the provisions of paragraph 5 shall apply as though references to “Branch Hardware”
were to "Stand-Alone Hardware".
Where any third party carries out the whole, or any element, of the Implementation of
Branch Hardware or Stand-Alone Hardware, the provisions of paragraph 6 of this
Schedule shall apply to such Implementation.
PROVISIONS APPLICABLE TO ELEMENTS OF IMPLEMENTATION PROVIDED BY
FUJITSU SERVICES
Charges
Fujitsu Services’ prices for Implementation, or any element of Implementation, shall be
based, unless otherwise agreed by the Parties, on the principles set out in paragraph
13.4 of Schedule D1.
Liability, Risk And Title
Where Fujitsu Services (or its chosen third party supplier) carries out Installation it shall
be liable for any damage to:
5.2.1 physical property (including, for the avoidance of doubt, damage to the
Infrastructure) together with any reasonable costs incurred by Post Office in
repairing such damage (including the cost of work involved); and
5.2.2 data (in which case Fujitsu Services is responsible for retrieving such data),
which occurs at a Branch as a direct result of such Installation work.
Non-technical support
For each Installation Post Office shall provide non-technical operational support (e.g.
access to Branches).
PROVISIONS APPLICABLE WHERE ELEMENTS OF IMPLEMENTATION PROVIDED
BY POST OFFICE OR A THIRD PARTY
Commercial/Contractual Relationship
The commercial/contractual relationship between Post Office, Fujitsu Services and any
third party supplier, including the charges payable to Fujitsu Services by Post Office,
shall be agreed on a case by case basis for each Implementation. The parties may
adopt whatever commercial/contractual structure is appropriate for the particular
Schedule B1.3 Version 8.0
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6.2
6.3
64
circumstances. However, the commercial/contractual arrangement must take into
account the impact on the systems and services provided to Post Office by Fujitsu
Services. Fujitsu Services shall not unreasonably refuse to accept proposed
commercial/contractual terms for the Implementation of Branch Hardware or Stand-
Alone Hardware. Fujitsu Services may base its decision to reject proposed terms on
commercial and/or an adverse outcome of Hardware Impact Assessment.
Branch Hardware Procurement
Where Post Office procures Branch Hardware from a third party, a warranty clause (the
terms of which shall be agreed with Fujitsu Services, such agreement not to be
unreasonably withheld) must form part of the purchase agreement for the Branch
Hardware between the Post Office and the third party. Prior to physical transfer of the
Branch Hardware to Fujitsu Services or incorporation of the Branch Hardware into the
Infrastructure (whichever is earlier) Post Office shall use reasonable endeavours to
transfer to Fujitsu Services the benefit of and right to the third party warranty provisions.
Installation
6.3.1 Fujitsu Services shall not unreasonably refuse to give Post Office, or its
designated supplier, the authority to disconnect and reconnect elements of the
Infrastructure at Branches as part of an Installation.
6.3.2 Where Post Office (or its chosen third party supplier) carries out Installation it
shall be liable for any damage to physical property or data which occurs at a
Branch (including, for the avoidance of doubt, damage to the Infrastructure) as
a direct result of such Installation work.
6.3.3 Notwithstanding paragraph 6.3.2, where Post Office or its third party supplier
carries out Installation work, Fujitsu Services shall be liable for any damage to
the Infrastructure or data in accordance with paragraph 5.2 where:
6.3.3.1 such damage occurred as a result of the Post Office or its chosen third
party supplier carrying out such Installation work in accordance with
installation specifications provided by Fujitsu Services;
6.3.3.2 the damage would not have occurred if the Fujitsu Services installation
specifications had not been followed; and
6.3.3.3 Post Office or its third party supplier acted in the manner of a
reasonable and skilled provider of Installation services in following the
installation specifications.
Service Levels
Fujitsu Services shall be granted relief from any applicable Service Levels:
6.4.1 where such relief is agreed as part of the contractual arrangements for the
Implementation; and/or
Schedule B1.3 Version 8.0
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6.4.2
to the extent that performance in respect of such Service Levels is impacted by
Implementation activities cartied out by Post Office or Post Office's third party
supplier, save where the Service Level impact results from Fujitsu Services
carrying out obligations which Fujitsu Services is contractually required to
undertake as part of the Implementation,
such relief to be agreed by the Service Management Relationship.
7. ASSOCIATED DOCUMENTS
7A There are no CCDs associated with this Schedule B1.
7.2 There are no CRDs associated with this Schedule B1.3.
Schedule B1.3 Version 5.0
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ANNEX TO SCHEDULE B1.3
IMPLEMENTATION OF BRANCH HARDWARE AND STAND-ALONE HARDWARE
SERVICE TYPE SERVICE ELEMENT PARTY/PARTIES WHICH MAY CARRY
DESCRIPTION OUT THE SERVICE ELEMENT
(Yes/No = “Y” or “N”)
Post Office I Third
Party
Hardware = Impact Y N N
Assessment-
Branch Hardware
Hardware — Impact Y Y Y
Assessment- Stand
Alone Hardware
Hardware (includes procurement of I Y Y
Procurement integral software and
hardware tools)
Implementation Testing of Branch I ¥ N N
Support Hardware and provision of
test results.
Provision of tests to be I ¥ N N
carried out by third parties
in respect of Branch
Hardware.
Rollout of software tothe I Y N N
Infrastructure to facilitate
Installation.
Provision of bespoke I Y N N
software tools to facilitate
connection to or
disconnection from the
Infrastructure.
The provision of I ¥ N N
installation specifications
in respect of Branch
Hardware.
Schedule B1.3 Annex Version 5.0
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Testing of Stand-Alone I Y Y Y
Hardware and provision of
test results.
Provision of tests to be I Y Y Y
cartied out by third parties
in respect of Stand-Alone
Hardware.
The provision of I Y Y
installation specifications
in respect of Stand-Alone
Hardware.
Resolution of incidents I Y N N
where such _ incidents
concern the Infrastructure
or any of the services or
software provided by
Fujitsu Services as part of
Implementation Support.
Installation The booking of Installation I Y Y Y
Management procedures with
Branches.
Time-tabling Branch I ¥ Y Y
Installation visits.
Providing ‘first point of I ¥ Y Y
contact’ support for
Installations, directing
support queries — to
relevant parties and,
where communicating
support responses.
Installation Non-technical assistance I N Y N
(e.g. access to Branches).
Branch surveys. Y Y Y
Delivery of Branch I Y Y Y
Hardware / Stand-Alone
Hardware to Branches.
Modification of Branch I ¥ Y ¥
Hardware _/ Stand-Alone
Schedule B1.3 Annex Version 5.0 I
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Hardware to facilitate
installation of the Branch
Hardware / Stand-Alone
Hardware.
Physical installation,
replacement or removal of
Branch Hardware / Stand-
Alone Hardware.
Testing at Branches to
determine/facilitate
installation of the Branch
Hardware / Stand-Alone
Hardware.
‘Schedule B1.3 Annex Version .0 _
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SCHEDULE B2
BUSINESS CONTINUITY
Version History
Version No. I Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN 1200
6.0 15/06/09 Moving all schedules to V6.0 as agreed with Fujitsu
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SCHEDULE B2
BUSINESS CONTINUITY
1. GENERAL
1.1. Fujitsu Services shall ensure that the Applicable Services are supported by Business
Continuity Plans. Where requested by Post Office and agreed by Fujitsu Services (such
agreement not to be unreasonably withheld) Fujitsu Services shall ensure that new
services are supported by Business Continuity Plans.
Fujitsu Services shalll provide Post Office with a copy of every Business Continuity Plan,
as and when created. Without prejudice to Fujitsu Services’ obligations in respect of the
Business Continuity Plans set out in this Schedule B2, the Business Continuity Plans
shall not be subject to Post Office approval.
Fujitsu Services shall ensure that the Business Continuity Plans for the Applicable
Services are compatible with the overall service continuity framework set out in the CCD
entitled “Business Continuity Framework” (CS/SIP/002). In addition, Fujtsu Services
shall ensure that any information provided in respect of the business continuity
arrangements referred to in section 2.9 of the CCD entitled "Engineering Service:
Service Description” (SVM/SDM/SD/0002) are compatible with the overall service
continuity framework set out in the CCD entitled "Business Continuity Framework"
(CS/SIP/002).
Ownership of all contingency actions shall be identified in the Business Continuity
Plans. Contingency actions to be undertaken by Post Office in the event a Business
Continuity Plan is activated, shall be agreed by the Parties before inclusion in that plan.
The Business Continuity Plans shall include activation procedures and time periods
within which the contingency measures shall be activated.
The testing strategy for Business Continuity Plans shall be in two distinct parts:
1.6.1 _ initial testing before commencing the implementation of new services introduced
under the Change Control Procedure; and
1.6.2 regular testing of relevant Service components.
The Business Continuity Plans, the scheduling of regular tests and the review of such
tests shall be subject to joint periodic review (at least four times per year) by the
Business Continuity Managers, the findings of such reviews to be reported to the
Service Management Relationship.
When a contingency or continuity operation is invoked as a result of a fault in the
Applicable Services provided by Fujitsu Services, then the provisions of the relevant
Service Description(s) that are affected shalll continue to apply.
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1.9
1.10
21
2.2
34
Fujitsu Services shall co-operate with Post Office and provide such assistance as is
reasonably requested by Post Office for the purposes of business continuity and fail-
over testing of End to End Services (excluding the elements of End to End Services
provided by Fujitsu Services). In the event that such co-operation and assistance is
requested by Post Office, Post Office and Fujitsu Services shall agree the method of
working and the periods for, timing and frequency of such testing so as to minimise
disruption and tisks to the operation of the HNG-X Services and/or the HNG-X Service
Infrastructure. Fujitsu Services’ charges in respect of such co-operation and assistance
(which shall be paid by Post Office to Fujitsu Services) shall be calculated on a time and
materials basis using Fujitsu Services’ rates as set out in paragraph 10.4 of Schedule
DI.
Fujitsu Services shall comply with its obligations (if any) set out under the section
entitled "Business Continuity’ in the Service Descriptions.
PLAN UPDATES.
Fujitsu Services shall update the CCD entitled "Business Continuity Framework"
(CS/SIP/002) to include any:
2.1.1 _ references to new Business Continuity Plans and/or tests necessary to reflect:
2.1.1.1 any new services introduced under the Change Control Procedure;
and
2.1.1.2 changes to Applicable Services brought about as a result of the
introduction of new services,
and shall submit that updated CCD to Post Office (for agreement) by the
applicable date specified in the relevant project plan (if any) or otherwise agreed
between the Parties; and
2.1.2 changes to references to Business Continuity Plans and descriptions of tests (to
the level of detail required in the CCD entitled “Business Continuity Framework”
(CS/SIP/002)) necessary to reflect changes to any Applicable Service such
updates to be submitted to Post Office at such times as the changes take place.
All updates to the CCD entitled "Business Continuity Framework" (CS/SIP/002)
submitted to Post Office in accordance with paragraph 2.1 are subject to agreement by
Post Office, such agreement not to be unreasonably withheld.
MISCELLANEOUS
In the event of any major business continuity incident (‘MBCI"), and when agreed
necessary by Post Office and Fujitsu Services’ Business Continuity Managers for
potential MBCls, Fujitsu Services shall provide a report according to the principles set
out in the Working Document entitled “Operational Level Agreement for Business
Continuity between Post Office Ltd and Fujitsu Services” (CON/NGN/005).
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4. FAILOVER TO SUNGUARD SITE
4.1 Notwithstanding anything to the contrary in this Schedule B2 or the CCD entitled
“Business Continuity Framework" (CS/SIP/002) until such time as:
4.1.1 fully operational standby systems have been installed by Post Office or its
contractors at the Sunguard Site; and
4.1.2 Fujitsu Services’ access to those systems has been established and tested,
there will be no fail-over capability to the Sunguard Site required for the links between
the Data Centres and the EDG at the Huthwaite site in the event of failure of those links
or the Huthwaite site.
5. POSTSHOP SOLUTION
5.1 This paragraph 5 identifies the business continuity measures to be undertaken with
respect to the PostShop Solution. Save as provided in this paragraph 5, the other
provisions of this Schedule B2 shall not apply to the PostShop Solution.
5.2 _In the event of any loss of the PostShop Services, measures shall be taken by each
Party as appropriate to assist in rectifying the failure, as described in the CCD entitled
"PostShop Data Centre Security & Resilience" (BD/REP/007).
5.3 Post Office shall use the Counter Positions in a Branch to process PostShop Solution
transactions in the event that the PostShop Solution EPOS terminals installed in that
Branch are unavailable.
6. ASSOCIATED DOCUMENTS
61 The following CCDs are associated with this Schedule B2:
Document Reference Document Title
1 CS/SIP/002 Business Continuity Framework
2 BD/REP/007 PostShop Data Centre Security &
Resilience
3 SVM/SDM/SD/0002 Engineering Service: Service Description
4 BP/DES/025 LFS Business Contingencies
6.2 There are no CRDs associated with this Schedule B2.
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SCHEDULE B3.1
HNG-X SERVICES
Version History
(Formatted Toe)
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN 1200
Ww 26/09/06 Minor corrections by PO
1.2 11/10/06 Further minor corrections from FS
1.3 07/12/06 Further minor corrections from FS
1.4 19/01/07 Further minor amendments:
2.0 25/01/07 Baseline copy of 1.4
3.0 23/02/09 Baseline copy of 2.1
34 12/06/09 Applying changes as per CCN 1252a
6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu
Deleted: 3
_ (Deleted: 0
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CONFIDENTIAL.
HNG-X SERVICES
5 INTRODUCTION
11 This Schedule B3.1 sets out the HNG-X Services that shall be performed by Fujitsu
Services.
1.2 The four Tables in paragraph 2 of this Schedule B3.1 together set out the HNG-X
Services,
1.24
1.2.2
1.23
1.2.4
, other than the BCSF Service, to be delivered by Fujitsu Services.
Table A contains the Operational Services corresponding to the Operational
Charges Table in Annex B to Schedule D1.
Table B contains the Call-Off Services in respect of which additional Charges
are payable when such Call-Off Services are ordered under paragraph 7 of
Schedule D1.
Table C contains the Service Integration Services, the Charges for which are
described within paragraph 8 of Schedule D1.
Table D contains the Third Party Management Services, the Charges for which
are described within paragraph 9 of Schedule D1.
1.3 The columns in the Tables in paragraph 2 of this Schedule set out for each HNG-X
Service,
1.3.4
1.3.2
1.3.3
1.3.4
1.3.5
other than the BCSF Service, the following information:
the name of the HNG-X Service;
the CCD(s) containing the Service Description in accordance with which that
service shall be performed prior to the Trigger Event referred to in paragraph
1.3.3;
the event or date identified in the column headed “Trigger Event” at which point
the CCD(s) referred to in paragraph 1.3.2 shall be replaced in relation to
defining the HNG-X Service and the CCD(s) referred to in paragraph 1.3.4
shall come into effect in relation to defining the HNG-X Service;
the CCD(s) and/or Schedules containing the Service Description in accordance
with which that Service shall be performed after the event referred to in
paragraph 1.3.3; and
a brief description of the HNG-X Service and information (where necessary)
relevant to the Charges.
& SERVICES
24 Table A: Operational Services
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Operational I InitialCCD I Trigger Event New Brief HNG-X Service
Service title and CCD/Schedule Description
reference title and
reference
Service Desk — Horizon Trigger Point T2 I Service Desk: The provision of first and
Service Systems (Service Desk Service second line support to Post
Helpdesk: Change) Description Office Branches and other
Service designated groups through
Description (SVM/SDM/SD/00 I the provision of a support
(CS/SER/002) 01) desk function.
Engineering I Not applicable _I This service has I Engineering Service comprises an on-
Service no predecessor I Service: Service _ site replacement or repair
and shall be Description sevice for broken or faulty
applicable from Equipment at Branches
Trigger Point Tt (SVM/SDM/SD/00 I together with associated
(Amendment I 02) back-up, support and
Date) administrative functions.
Operational Operational Commencement I Operational This service supports
Business Business of HNG-X Business Change _ physical changes in the Post
Change Change Project (Branch Change) I Office Branch Infrastructure
(Branch Branch CCDs _ I Workstream X4_ Service: Service _ through the provision of a
Change) (HNG-X Description range of services, The
Service Application seivice supports both
Rollout) (SVM/SDM/SD/00 I planned and unplanned
14) changes.
The charge for this element
of the Operational Business
Change (Branch Change)
Service is the fixed charge
referred to in paragraph 5.2
of Schedule D1.
Data Centre I Service Commencement I Data Centre Service for managing the
Operations Desoription for of HNG-X Operations HNG-X Central
Service Operations Project Service: Service _ Infrastructure.
Service Workstream X2_I Description
(CS/SER/007) I (Migrate Data The Data Centre Operations
Centre to HNG- I (SVM/SDM/SD/00 Service also includes:
pence X Configuration) I 03)
Jescription for
the SAP POL FS Hosting Services
Hosting
Service If the circumstances set out
in paragraph 6.1 of
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Operational I Initial CCD I Trigger Event New Brief HNG-X Service
Service title and ccD/Schedule Description
reference title and
reference
(CS/SER/022) Schedule D1 arise, Post
Office shall pay additional
Operational Charges for the
Data Centre Operations
Service to Fujitsu Services.
Branch Not applicable I This service has I Branch Network: I Service for managing and
Network no predecessor I Service supporting the Branch
Service and shall be Description Telecom Infrastructure.
applicable from
Trigger Point T1_I (SVM/SDM/SD/00
(Amendment 11)
Date)
Central Not applicable I This service has I Central Network I Service for managing and
Network no predecessor Service: Service __ supporting the Central
Service and shall be Description Telecom Infrastructure.
applicable from
Trigger Point T1_I (SVM/SDM/SD/00
(Amendment 12)
Date)
Systems Service Commencement I Systems Event management and
Management Description for_I of HNG-X Management software distribution
Service Systems Project Service: Service I services.
Management I Workstream X4_ Description
Service (HNG-X
(CS/SER/008) I Application (SVM/SDMW/SD/00
Rollout) 08)
Reference Fujitsu Commencement I Reference Data _ Service for the management
Data Services / Post I of HNG-x Management of Reference Data.
Office Ltd
Management Interface Project Service: Service
Service Agreement for I WorkstreamX4 I Description
Operational =I (HNG-X (SVM/SDMW/SD/00
Business Application 13)
Change - Rollout)
Reference
Data Fujitsu Services /
(CS/PRD/058) Post Office Ltd
Interface
Agreement for
Operational
Business Change
- Reference Data
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Operational I Initial CCD I Trigger Event New Brief HNG-X Service
Service title and ccD/Schedule Description
reference title and
reference
(CS/PRD/058)
9. I Third Line Service Commencement I Third Line Service for the diagnosis of
Software Description for I of HNG-X Support Service: new software Incidents
Support Third Line Project Service oceurring in Branches and
Service Software Workstream X4_ Description the Data Centre.
Support (HNG-X
Service Application (SVM/SDM/SD/00
(CS/SER/009), I Rollout) 04)
subject to the
proviso that
Fujitsu
Services shall
not be obliged
to provide
Third Line
Software
Support
Services in
respect of
Configured
POL FS or the
SAP Loading
Applications.
10. I Management I Management I Commencement I Management The service provides a
Information _ Information of HNG-X Information mechanism for the reporting
Service Service: Project Service: Service _ and publishing of Fujitsu
Service Workstream X4_I Description Services’ achievement of
Description (HNG-X Service Levels and Service
(CSISER/015) I Application (SVM/SDMW/SD/00 I Level Targets. The service
Rollout) 16) also provides data for the
Transaction settlement of liquidated
Benchmark damages, and provides a
Service: vehicle for the request of
Service information regarding data
Description captured on the HNG-X
(CS/SER/010) Service Infrastructure.
The Management
Information Service also
includes:
The Transaction
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Operational I Initial CCD I Trigger Event New Brief HNG-X Service
Service title and ccD/Schedule Description
reference title and
reference
Benchmarking Service
11. I Service Service Commencement I Service The objectives of the service
Management I Management I of HNG-X Management are to monitor, manage and
Service Service: Project Service: Service maintain the delivery of the
Service Workstream X4_I Description Operational Services.
Description (HNG-X (SVM/SDM/SD/00
(CSISER/014) I Application 07) This service also includes:
Rollout)
Horizon The Capacity Management
Capacity Service
Management
and Business The Release management
Volumes service
(PA/PER/033)
12. I Reconciliation I On Line Commencement I Reconciliation This service provides end-
Service Services of HNG-X Service: Service _to-end reconciliation and
Reconciliation I Project Description incident management
& Incident Workstream X4__I (SVM/SDM/SD/00 I procedures required to
Management I (HNG-X 15) investigate, report and
(NB/PRO/002) I Application resolve reconciliation and
Rollout) business incidents.
On Line
Services Data
Reconciliation
Service
(CS/SER/018)
APS
Reconciliation
and Incident
Management
(CS/PRO/128)
TPS
Reconciliation
and Incident
Management
(CS/PRO/111)
13. I Security Service Commencement I Security This service provides a wide /
Management Description for_I of HNG-X Management range of security related
the Securit Project Service: Service _ activities required for ISO
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Operational I Initial CCD I Trigger Event New Brief HNG-X Service
Service title and CCD/Schedule Description
reference title and
reference
Service Management I Workstream X4 I Description 27001 compliance.
Service (HNG-X
(CSISER/016) I Application (SVM/SDM/SD/00
Rollout) 17)
14. I Application I Not applicable I This service has I Application Service provides support for
Support no predecessor I Support Service _ software and system errors
Service and shalll be (Fourth Line): which cannot be resolved by
(Fourth Line) applicable from Service the Third Line Software
Trigger Point T1_I Description Support Service.
(Amendment
Date) (SVW/SDM/SD/00
05)
15. I CMT Service I Not applicable I This service has I Communications I Service provides a value
no predecessor I Management add function above the
and shall be Team: Service standard incident and
applicable from I Description problem management
Trigger Point T1 service provided by the
(Amendment I (SVM/SDM/SD/00_ Service Desk and the
Date) 19) Service Management
Service.
16. I Branch Branch This service This service will I The Branch Network
Network Network shall cease to be withdrawn Resilience (BNR) Service
Resilience Resilience be provided at afterits Trigger _I will provide an automatically
Service Service Trigger Point T6 Event invoked ISDN backup
Description (Counter network for agreed strategic
(CS/SER/031) I Application ADSL Branches and a
Rollout backup GSM "on demand"
Complete) service that would support
all Branches against
prolonged outages.
If the circumstances set out
in paragraph 6.3 of
Schedule D1 arise, Post
Office shall pay additional
Operational Charges for the
Branch Network Resilience
to Fujitsu Services.
17 IIPoLm Not applicable I This service has I POL MlHosting _I Service provides hosting for
Hosting nopredecessor_I Service: Service _ certain Post Office back
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Operational Initial CCD Trigger Event New Brief HNG-X Service
Service title and CCD/Schedule Description
reference title and
reference
Service and shall be Description office MI systems
applicable from
POL Mi Eventi I (POLMI/SVM/SD I The operational Charges for
M/SD/001) this Service are included in
Operational Charges for
Data Centre Operations
Service, Central Network
Service and the Systems.
Management Service.
22 The Table B Call-Off Services:
Call-Off Initial CCD Trigger Event New Brief HNG-X Service
Service title and CCD/Schedule Description
reference title and
reference
1. I Operational Operational Commencement I Operational Acollection of services
Business Business of HNG-X Business Change I which can be procured by
Change Change Project (Branch Change) I Post Office in relation to
(Branch Branch CCDs I Workstream X4_I Service: Service I changes to the Hardware
Change) (HNG-X Description configuration in Post Office
Service Application locations.
Rollout) (SVM/SDM/SD/O
014) This service supports
physical changes in the
Post Office Branch
Infrastructure through the
provision of a range of
services. The service
supports both planned and
unplanned changes.
The charge for this element
of the Operational Business
Change (Branch Change)
Service is the variable
charge referred to in
paragraphs 7.1 and 7.2 of
Schedule D1.
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Call-Off Initial CCD I Trigger Event New Brief HNG-X Service
Service title and CCD/Schedule Description
reference title and
reference
Message Message Commencement I Message The service enables Post
Broadcast Broadcast of HNG-X Broadcast Office to communicate
Service Service: Project Service: Service I directly with Branches for
Service Workstream X4_ I Description the purpose of issuing
Description I (HNG-X instructions, advice, or
(CS/SER/004) Application (SVM/SDM/SD/0_I information urgently.
Rollout) 018)
Training Counter This service _I This service will I Service to upgrade
Counter Training shall cease to. I be withdrawn —_I software in the Post Office
Update Service I Offices be provided at I afterits Tigger _I estate of training and
Strategy Trigger Point T5I Event demonstration counter
(IWSTR/056) I (Data Centre positions.
Ready for HNG-
X).
AP Client File I Service — Commencement I Data Centre Service gives Post Office
Re-Send Description for I oF HNG-x Operations the ability to request that
Service AP Client File rm - rn "
famed Project Service: Service I AP Client Transaction files
Service Workstream X2 I Description that are within seven days
(CS/SER/013) (Migrate Data of the original transmission
Centre to HNG- I Annex A are resent to the AP
X Configuration) Client/Post Office.
(SVW/SDM/SD/0
003)
Client Take-On I Service - Commencement I Reference Data __I Service allows the
Service Decatiption for I of HNG-X Management automated payments
Teen Project Service: Service I service to be changed by
Service Workstream X4_I Description the addition, modification or
(CS/SER/011) I (HNG-X removal of APS Clients and
Application Annex A Services for APS Clients
Rollout) where the change does not
(SVM/SDM/SD/0 I require a new interface
013) connection.
AP Client Service - Commencement I Reference Data I Service allows Post Office
Aaneenent yal for of HNG-x Management to request from a range of
Change Delivery Project Service: Service I predefined changes to the
Service Agreement Workstream X4_I Description live delivery agreement for
Change (HNG-x an APS Client.
Service Application
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Call-Off Initial CCD Trigger Event New Brief HNG-X Service
Service title and CCD/Schedule Description
reference title and
reference
(CS/SER/012) I Rollout) Annex B
(SVM/SDM/SD/O
013)
Horizon Icon Icon Business I This Service This service will Service for the provision of
Service Change CCDs __ shall cease to be withdrawn new icons.
be provided at _I after its Trigger
Trigger Point Té I Event
(Counter
Application
Rollout
Complete)
Receipt Not applicable I This Service has I Receipt Template I This service applies to
Template no predecessor I Service: Service I Horizon only and would
Service and shall be Description need updating for HNG-X
applicable from I (svM/SDM/SD/o
022)
23 Table C: Service Integration Services
Service Initial CCD Trigger Event New Brief HNG-X Service
Integration title and CCD/Schedule Description
Service reference title and
reference
PostShop Not applicable I This service has I Service Services description in
Service no predecessor I Integration ‘Annex A of the Service
and shall be Service, Service I Integration Service, Service
applicable from _I Description Description.
Trigger Point T1
(Amendment Annex A
Date).
(SVM/SDM/SD/0
010)
24 Table D: Third Party Management Services
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Name of Initial CCD I Trigger Event New Brief HNG-X Service
Third Party title and CCD/Schedule Description
reference title and
reference
Not applicable I This Service shall I Third Party This service will include a
be applicable Management description of the third party
from Trigger Service: Service I management service.
Point T1 Description Initially this row is left blank
(Amendment because there is no third
Date) (SVM/SDM/SD/0 I party management service
021) as at the Amendment Date.
3. STRUCTURE OF SERVICE DESCRIPTIONS
3.1 With the exception of any new BCSF Service (which shall be dealt with under paragraph
4 of Schedule B3.2), if any other new HNG-X Services are introduced under the Change
Control Procedure these will be added to the appropriate Table in paragraph 2 of this
Schedule B3.1 and CCD(s) shall be produced in relation to such new Services that
contain at least the following information:
3.1.1 service summary;
3.1.2. service definition;
3.1.3 service availability;
3.1.4 service level targets and remedies;
3.1.5. service limits and volumettics;
3.1.6 reference to associated Charges (where necessary) within Schedule D1;
3.1.7 dependencies and interfaces to the Operational Services;
3.1.8 Post Office dependencies and responsibilities (if any);
3.1.9. business continuity; and
3.1.10 the documentation set supporting the Service.
4. ASSOCIATED DOCUMENTS
4.1. The following CCDs are associated with this Schedule B3.1:
Neted: 3
Deleted: 0
leted: 1
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Document Reference
Document Title
1 CS/SER/002 Horizon Systems Helpdesk: Service
Description
2 CS/SER/007 Service Description for Data Centre
Operations Service
3 CS/SER/022 Service Description for the SAP Hosting
Service
4 CS/SER/008
Service Description _ for
Management Service
Systems
5 CS/PRD/058
Fujitsu Services / Post Office Ltd Interface
Agreement for Operational Business Change
- Reference Data
6 CS/SER/009
Service Description for Third Line Software
Support Service
7 CS/SER/015
Management Information Service: Service
Description
8 CS/SER/010
Transaction Benchmark Service: Service
Description
9 CS/SER/014
Service Management Service: Service
Description
10 PA/PER/033
Horizon Capacity Management and
Business Volumes
WW NB/PRO/002
On Line Services Reconciliation & Incident
Management (to be renamed On-Line
Reconciliation Incident Management)
12 CS/SER/018
On Line Services Data Reconciliation
Service
13 CS/PRO/128
APS Reconciliation and Incident
Management
14 CS/PRO/111
TPS Reconciliation and Incident
Management
15 CS/SER/016
Service Description for the Security
Management Service
Deleted: 3
Deleted: 0
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Document Reference
Document Title
16 CS/SER/031
Branch Network Resilience Service
Description
17 CS/PDN/015
Operational Business Change — Branch,
Service Descriptions and Schedule of
Service Prices
18 CS/IFS/003
Fujitsu Services/Post Office Ltd Operational
Business Change — Branch, Interface
Agreement
19 CS/SER/004
Message Broadcast Service Description
20 IM/STR/056
Counter Training Offices Strategy
21 CS/SER/013
Service Description for AP Client File
Resend Service
22 CS/SER/011
Service Description for AP Client Take-On
Service
23 CS/SER/012
Service Description for AP Client Delivery
Agreement Change Service
24 CS/PDN/018
Horizon leon Service Description
25 CS/PDN/019
Horizon Icon Service Prices
26 SVM/SDM/SD/0001
Service Desk: Service Description
27 SVM/SDM/SD/0002
Engineering Service: Service Description
28 SVM/SDM/SD/0014
Operational Business Change (Branch
Change) Service: Service Description
29 SVM/SDM/SD/0003.
Data Centre Operations Service: Service
Description
30 SVM/SDM/SD/0011
Branch Network: Service Description
31 SVM/SDM/SD/0012
Central Network Service: Service
Description
32 SVM/SDM/SD/0006
Systems Management Service: Service
Description
33 SVM/SDM/SD/0013.
Reference Data Management Service:
Service Description
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Document Reference Document Title
34 SVM/SDM/SD/0004 Third Line Support Service: Service
Description
35 I SVW/SDM/SD/o016 Management Information Service: Service
Description
36 SVM/SDM/SD/0007 Service Management Service: Service
Description
37 SVM/SDM/SD/0015 Reconciliation Service: Service Description
38 SVM/SDM/SD/0017 Security Management Service: Service
Description
39 I SVMW/SDM/SD/0005 Application Support Service (Fourth Line):
Service Description
40 SVM/SDM/SD/0019 Communications Management Team
Service: Service Description
4 SVM/SDM/SD/0018 Message Broadcast Service: Service
Description
42 SVM/SDM/SD/0010 Service Integration Service, Service
Description
43 I SVMW/SDM/SD/0021 Third Party Management Service: Service
Description
44 CS/SPE/011 Network Banking End to End Reconciliation
Reporting
45 I BD/AIS/001 PostShop Data to ISA AIS
46 BD/REP/006 Geller EPOS Site Preparation Guidelines
47 SVM/SDM/SD/0022 Receipt Template Service: Service
Description
48 POLMI/SVM/SDM/SD/0001 POL MI Hosting Service Description
4.2 The following CRDs are associated with this Schedule B3.1:
Document Reference Document Title
1 CS/PLA/O97 Retained ISDN Sites
Deleted: 3
Deleted: 0
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Version History
SCHEDULE B3.2
BUSINESS CAPABILITIES AND SUPPORT FACILITIES
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Schedule B3.2 Version 4,0
Page 1 of 28,
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of
signature of CCN 1200
2.0 25/01/07 Baseline of 1.2
3.0 09/07/07 Baseline copy of 2.1
34 03/01/08 Applying
CCN’s1214,1217,1227¢
4.0 14/04/08 Baseline copy of 3.1
Deleted: 4.1
41 I 12/06/09 Applying changes as _per
CCN1252a
6.0 06/07/09 Moving all schedules to V6.0
ES
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SCHEDULE B3.2
BUSINESS CAPABILITIES AND SUPPORT FACILITIES
1. INTRODUCTION
1.1. This Schedule records and specifies the Business Capabilities and Support Facilities
21
Schedule B3.2 Version 6,0
which are provided to Post Office from the start of HNG-X Project Workstream X3
(HNG-X Pilot and Acceptance). Prior to start of Trigger Point TS (Data Centre Ready for
HNG-X), the provisions of Schedule 84.2 shall apply.
Fujitsu Services shalll operate and maintain:
1.2.1 each Business Capability and Support Facility listed in paragraphs 2 and 3 in
accordance with the terms of the Agreement;
1.2.2 all relevant CCDs as referred to in paragraph 7; and
1.2.3 all Service Levels as set out in Schedule C1.
The functionality and interfaces for the Business Capabilities and Support Facilities are
defined in the CCDs shown in Table A of paragraph 7 below and in the CCDs indicated
to relate to these Business Capabilities and Support Facilities in the CCD entitled “Post
Office Contract Controlled and Contract Referenced Document List”
(COM/CUS/SPE/0001).
HNG-X software installed in Branches and Admin Positions and New CTO
Configurations shall be kept up to date with new Releases provided that they have an
active network connection point.
Any Business Capability or Support Facility that is to be accessed via the Counter
Position PC shall be provided in accordance with the CCD entitled “HNG-X Style Guide”
(DES/APP/STD/0001) which shall set out, among other things, general guidelines for
the Human Computer Interface.
HIGH LEVEL DESCRIPTION OF THE BUSINESS CAPABILITIES
Introduction
2.1.1 The functionality available at each Counter Position for serving Customers shall
comprise one or more Business Capabilities as specified below. The provision
of each Business Capability is dependant on one or more of the Support
Facilities described in paragraph 3.
2.1.2. The Business Capabilities shall be enabled by Fujitsu Services on all Counter
Positions in all Branches and Other Authorised Locations and shall require an
operational data communications link in order to process Transactions.
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21.3
2.1.4
Each Business Capability shall support a range of data selection, capture and
validation facilities which are controlled and constrained by Post Office
Reference Data. These facilities provide support for:
2.1.3.1 product selection mechanisms;
2.1.3.2 a range of data capture and validation routines;
2.1.3.3 the use of print templates in support of customised receipt and slip print
layouts,
The production of Post Office Reference Data to make use of the data capture
shall be in accordance with and subject to the provisions of the CCD entitled
“AP-ADC Reference Manual” (AP/MAN/002). Post Office shall have
responsibility for:
2.1.4.1 the design and development of Transactions that utilise the facilities
described in the CCD entitled “AP-ADC Reference Manual”
(AP/MAN/002);
2.1.4.2 ensuting that Post Office Reference Data, intended to introduce those
Transactions, functions correctly within the HNG-X Service
Infrastructure (in accordance with any applicable Reference Data rules)
and has the desired business effect (save to the extent that Fujitsu
Services is required to facilitate testing of Post Office Reference Data in
accordance with the CCD entitled “Fujitsu Services / Post Office Ltd
Interface Agreement for Operational Business Change - Reference
Data" (CS/PRD/058)); and
2.1.4.3 defining receipts (for all Transactions that use the facilities described in
the CCD entitled “AP-ADC Reference Manual” (AP/MAN/002). This will
not include the definition of any receipts used in conjunction with
Transaction or session recovery whose content and usage shall be
jointly agreed by the Parties.
2.2 Point of Sale Business Capability
2.24
222
The Point of Sale Business Capability provides a general “till” function which
enables Post Office to carry out sales operations within Branches for the range
of Post Office products defined within Post Office Reference Data.
These Post Office Products may be general retail products or be traded via one
of the following Business Capabilities (described below):
2.2.2.1 In/Out Payment Business Capability;
2.2.2.2 APOP Business Capability;
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2.2.3
2.2.4
2.2.5
2.2.2.3 Banking Business Capability;
2.2.2.4 DVLA Licensing Business Capability;
2.2.2.5 Electronic Top-Up Business Capability; or
2.2.2.6 Bureau de Change Business Capability.
The Point of Sale Business Capability implements the business and pricing
rules for each product (including the production of the Transaction receipt(s))
and manages the aggregation and recording of all Transaction data into a
Customer Session.
Transactions undertaken using the Point of Sale Business Capability shall be
recorded as part of a Customer Session and shall be committed as part of the
settlement process using the Payment Management Business Capability.
The Point of Sale Business Capability shall enable a Transaction to be
cancelled from a Customer Session subject to Post Office Reference Data, prior
to settlement by the Payment Management Business Capability.
2.3 In/Out Payment Business Capability
2.3.1. The In/Out Payment Business Capability enables Post Office to provide a range
of payment services to Customers comprising in-payment (e.g. bill payment)
and out-payment (e.g. postal order redemption).
2.3.2. The In/Out Payment Business Capability may be invoked through the use of
Tokens or other mechanisms and may involve the use of a range of data
capture, data validation and Transaction validation facilities.
2.3.3 The In/Out Payment Business Capability supports the following range of
Tokens:
2.3.3.1 magnetic stripe cards; and
2.3.3.2 barcoded documents.
2.3.4 The Clients and Tokens supported by the In/Out Payment Business Capability
are set out in the CCD entitled “Automated Payments System Client List”
(BP/DOC/008).
Specific payment services and the Transactions which support them conform to
the relevant Application Interface Specification, the CCD entitled “POCL
Automated Payments Generic Rules” (BP/DOC/014) and appropriate Token
Technology Specification(s).
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2.3.5
2.3.6
2.3.7
2.3.8
2.3.9
2.3.10
The In/Out Payment Business Capability supports the use of HNG-X User
Interface components which may be specified via Post Office Reference Data
as being equivalent to a manually entered barcode token.
The In/Out Payment Business Capability may utilise data, typically comprising
tariff data, received from Clients.
The In/Out Payment Business Capability may access the PAF Support Facility,
APOP Business Capability and such other specific external applications as the
Parties may agree under the Change Control Procedure.
Transactions undertaken using the In/Out Payment Business Capability shall be
recorded as part of a Customer Session and shall be committed as part of the
settlement process using the Payment Management Business Capability.
Data captured as a result of an In/Out Payment Transaction shall be transferred
to Client systems and Post Office systems in accordance with the relevant
Application Interface Specification and shall be carried out using the File
Management Support Facility.
Transactions undertaken using the In/Out Payment Business Capability and
taking place within the same POL Core Day as the original Transaction and
committed using the Payment Management Business Capability may
subsequently be Reversed in a new Customer Session, subject to such action
being allowed within Reference Data. This shall have the effect of Reversing
the accounting effect of the Transaction. Where a Transaction has been
Reversed then no data relating to the original Transaction or the Reversing
Transaction shall be sent to the relevant Client subject to the relevant
Application Interface Specification. It will not be possible to start a Reversal
Transaction during the period of three minutes before the end of the POL Core
Day.
24 APOP Business Capability
241
2.4.2
The AP Out-Payments (APOP) Business Capability is a set of components that
support the creation of APOP Services. Each business application that makes
use of the APOP Business Capability will be segmented into its own APOP
Service.
The components of the APOP Business Capability are as follows:
2.4.2.1 an APOP database which stores details of Transaction Vouchers and
the actions that have been performed on a Transaction Voucher by
each APOP Transaction;
2.4.2.2 an APOP authorisation service which processes APOP Transactions by
applying the rules defined in the CCD entitled “APOP Definition”
(BP/SPE/046);
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2.4.3
2.4.4
2.4.5
2.4.6
2.4.2.3 an APOP branch service that processes APOP on-line Transactions
initiated from an AP-ADC Transaction using the APOP authorisation
service referred to in paragraph 2.4.2.2;
2.4.2.4 an APOP batch service which will send/receive batch files to/from the
EDG/DES and process APOP batch Transactions using the APOP
authorisation service referred to in paragraph 2.4.2.2;
2.4.2.5 an APOP administration service that will process APOP on-line
Transactions initiated from an APOP Administration Workstation using
the APOP authorisation service referred to in paragraph 2.4.2.2.
Transactions will be routed to the APOP authorisation service by a web
server;
2.4.2.6 an APOP reporting service that will process APOP Transactions to
extract records from the APOP database using the APOP authorisation
sevice referred to in paragraph 2.4.2.
2.4.2.7 an APOP housekeeping service that will process time-driven event
APOP Transactions using the APOP authorisation service referred to in
paragraph 2.4.2.2;
2.4.2.8 an APOP archiving service that archives data from the APOP database;
2.4.2.9 a web service to route APOP on-line Transactions to the APOP
database for the APOP Service;
2.4.2.10 templates for the Customer receipt and the Branch receipt; and
2.4.2.1 templates for the office counter weekly and office weekly reports.
An APOP Service comprises at least the elements set out in paragraphs 2.4.2.3,
2.4.2.9, 2.4.2.10 and 2.4.2.11.
The production of Reference Data by Post Office to make use of the APOP
Business Capability shall be in accordance with and subject to the provisions of
the CCD entitled "APOP Authorisation Service Reference Manual”
(AP/MAN/004).
The CCD entitled "APOP Definition” (BP/SPE/046) sets out the rules that shall
apply in determining whether Post Office is required to request a Work Package
in respect of introducing additional APOP Services/AP Transactions using the
APOP Business Capability and/or modifying an existing APOP Service. Where
so required by the provisions of that CCD, Post Office shall request a Work
Package for the introduction and/or modification (as applicable) of such
services/transactions.
Post Office shall be responsible for:
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25
2.4.7
2.4.6.1
2.4.6.2
2.4.6.3
2.4.6.4
2.4.6.5
the design and development of new AP Transactions that use the APOP
Business Capability;
(save to the extent that Fujitsu Services is required to facilitate testing of
Post Office Reference Data in accordance with the CCD entitled "Fujitsu
Services / Post Office Ltd Interface Agreement for Operational Business
Change - Reference Data" (CS/PRD/058)) ensuring that Post Office
Reference Data, intended to introduce those new AP Transactions,
functions correctly within the HNG-X Service Infrastructure (in
accordance with any applicable Reference Data rules) and has the
desired business effect;
defining receipts (for all AP Transactions that use the APOP Business
Capability). This will not include the definition of any receipts used in
conjunction with Transaction or session recovery whose content and
usage shall be jointly agreed by the Parties.
transforming incoming data files into standard APOP format according
to the APOP Interface Specifications for live purposes; and
generating required reports from extract files generated by APOP,
according to the APOP Interface Specifications for live purposes.
Transactions undertaken using the APOP Business Capability shall be recorded
as part of a Customer Session and shall be committed as part of the settlement
process using the Payment Management Business Capability.
Banking Business Capability
2.5.1
2.5.2
2.5.3
The Banking Business Capability enables Post Office to support the transaction
of banking business in Branches.
The Banking Business Capability is invoked by either:
2.5.2.1
2.5.2.2
a card swipe (or input of card details) where EMV functionality is not
supported in respect of that card; or
a Customer inserting their card into the chip card reader in a PIN Pad
where such card supports EMV functionality.
The following Transaction types are supported:
2.5.3.1
2.5.3.2
2.5.3.3
cash deposit;
cash withdrawal;
balance enquiry;
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2.5.4
2.5.5
2.5.6
2.5.3.4 withdraw limit;
2.5.3.5 change of PIN at PIN Pad; and
2.5.3.6 cheque deposit.
Each Transaction type comprises:
2.5.4.1 a series of screen dialogues;
2.5.4.2 the input or selection of data by the User;
2.5.4.3 the input of PIN numbers by Customers where applicable;
2.5.4.4 the interactive exchange of information via the Data Centres with the
Bank systems; and
2.5.4.5 the printing of receipts.
Transactions undertaken using the Banking Business Capability shall be
centrally recorded as part of a Customer Session and shall be committed as
part of the settlement process using the Payment Management Business
Capability.
The Banking Business Capability supports the Transaction Enquiry Service by
passing NB Requests, NB Authorisations, NB Confirmations and Reversals
(where applicable to the Banking Business Capability) to the Transaction
Enquiry Service from where they are available for query using TESQA.
2.6 DVLALicensing Business Capability
2.6.1
2.6.2
2.6.3
2.6.4
The DVLA Licensing Business Capability enables Post Office to support the
provision of vehicle re-licensing Transactions in selected Branches which are
determined by Post Office Reference Data.
Vehicle re-licensing Transactions are enabled by captured data as specified by
Post Office Reference Data and utilise the data capture facilities of the In/Out
Payment Business Capability.
Vehicle re-licencing Transactions utilise an online interaction with the DVLA
BART system which retrieves information concerning MOT status and vehicle
excise duty as well as other supporting data. The interaction with DVLA BART
may be configured to deal with scenarios where no response is received from
DVLA BART within designated time periods.
The availability of the DVLA Licensing Business Capability in Branches is
determined by Post Office Reference Data. Where the DVLA Licensing
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2.6.5
Business Capability is provided in a Branch, it shall be available on all Counter
Positions in that Branch.
Transactions undertaken using the DVLA Licensing Business Capability shall be
recorded as part of a Customer Session and shall be committed as part of the
settlement process using the Payment Management Business Capability.
2.7 Electronic Top-Up Business Capability
2.7.1 The Electronic Top-Up Business Capability enables Post Office to support the
Customer purchase or refund of mobile phone related credits and associated
content products (e.g. ring tones).
2.7.2 Electronic Top-Up ('ETU’) credit products (known as ‘Top-Up’ products or ‘PIN’
products) are invoked by swiping a Customer’s card (or by the manual input by
the Counter Clerk of the Customer's card details), ETU content products
(known as PIN/e-voucher products) are invoked by Counter Clerk selection. The
following Transaction types are supported:
2.7.2.1 the purchase of a card based Top-Up product;
2.7.2.2 the purchase of card based PIN product;
2.7.2.3 the purchase of a PIN/e-voucher product;
2.7.2.4 the refund of a card based Transaction; and
2.7.2.5 the refund of a PIN/e-voucher Transaction.
2.7.3 Each Transaction type comprises:
2.7.8.1 the selection of ETU products from menus;
2.7.3.2 a series of screen dialogues;
2.7.3.3 the input or selection of data by the User;
2.7.3.4 the interactive exchange of information with e-pay; and
2.7.3.5 the printing of receipts.
2.7.4 Transactions undertaken using the Electronic Top-Up Business Capability shall
be centrally recorded as part of a Customer Session and shall be committed as
part of the settlement process using the Payment Management Business
Capability.
2.7.5 The Electronic Top-Up Business Capability shall automatically generate a
Reversal Transaction and transmit this to e-pay when the authorisation
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response to certain Transaction types is not received within a pre-configured
timeout period.
2.8 Bureau de Change Business Capability
2.8.1
2.8.2
2.8.3
2.8.4
2.8.5
The Bureau de Change Business Capability enables Post Office to trade foreign
currencies and traveller’s cheques at Counter Positions. The service provided in
a particular Branch can range from none to full bureau de change facilities,
depending on the Bureau Type defined in Post Office Reference Data for the
Branch in question.
The Bureau de Change Business Capability supports the ability to receive Spot
Rates Files and Margins Files from Post Office, and to use the data in these
files to control the rates at which currencies and travellers’ cheques are traded.
The functionality set by Post Office Reference Data of the Bureau de Change
Business Capability in a Branch depends on the Bureau Type. The Bureau
Type of a Branch determines which of the following are available in that Branch:
2.8.3.1 buying of currency and travellers’ cheques;
2.8.3.2 selling of currency and travellers’ cheques;
2.8.3.3 remitting of currency and travellers’ cheques for sale (but not travellers’
cheques redeemed) into and out of Branches;
2.8.3.4 transfering of currency and travellers’ cheques for sale (but not
travellers’ cheques redeemed) between Stock Units;
2.8.3.5 revaluing of currency to reflect changes in spot rates; and
2.8.3.6 declaring of the quantities of bureau stock on hand.
There are four Bureau Types of Branches, each of which has the following
functionality:
2.8.4.1 Type 0 Branches, which have no access to Bureau functionality;
2.8.4.2 Type 1 Branches, which have access to ‘buy’ functionality only;
2.8.4.3 Type 2 Branches, which have access to ‘buy’ plus limited ‘sell’
functionality; and
2.8.4.4 Type 3 Branches, which have access to full Bureau functionality.
Transactions undertaken using the Bureau de Change Business Capability shall
be recorded as part of a Customer Session and shall be committed as part of
the settlement process using the Payment Management Business Capability.
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29 Postal Services Business Capability
2.9.1
2.9.2
The Postal Services Business Capability supports a range of Mails Acceptance
and Mails Administration business processes taking place within designated
Branches together with support for the establishment and management of
Postal Services Reference Data. These will comprise: -
2.9.1.1 services provided to Customers that support the pricing and sale of
mails products;
2.9.1.2 the management of mail items received into and despatched from a
Branch;
2.9.1.3 the provision of data to Post Office and Postal Services Clients
concerning these operations;
2.9.1.4 tools to enable Post Office to establish and manage the Postal Services
Reference Data.
Mails Acceptance supports the over the counter processes for accepting mail
items from customers and comprises: -
2.9.2.1 the presentation and selection of valid primary, additional and value-add
mail services;
2.9.2.2 incremental price calculation based on service and option selection;
2.9.2.3 the capture and validation of data (including track and trace barcode
data, destination, PAF addresses, weight, size, service choice etc) at
defined points throughout the Transaction;
2.9.2.4 the application of business rules against captured data or Customer
selections which may constrain or enforce subsequent product / service
choices or data collection;
2.9.2.5 support for bulk mail acceptance, optionally varying the business
process steps and rules including additional data capture and price
validation;
2.9.2.6 the production of mails labels and Certificate of Postings upon
completion of the Mails Acceptance transaction as determined by
business rules and associated Reference Data;
2.9.2.7 the provision of on-screen help information, including Mails Carters’
conditions of acceptance, as determined by Post Office in support of
the above facilities; and
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2.9.3
2.9.4
2.9.5
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2.9.2.8 the ability to conduct multiple Mails Acceptance Transactions without
requiring individual re-selection of the Postal Services function.
Mails Administration supports the in-Branch processes for receiving and
dispatching mails items and comprises:
2.9.3.1 the recording of the receipt of track and trace mails items into a Branch
for later collection by Customers;
2.9.3.2 the provision of an enquiry and priced mails collection service for
Customers;
2.9.3.3. the management of uncollected items;
2.9.3.4 the management, reconciliation and reporting of mails items accepted
into a Branch via the Mails Acceptance facility. Certain mails items can
be excluded from this process as determined by business rules and
associated Reference Data;
2.9.3.5 support for a mails despatch and exception handling process for mails
items collected by Mails Carriers;
2.9.3.6 support for the receipt and reporting of undelivered priority mails items;
and
2.9.3.7 the provision of on-screen ‘Help’, including conditions of acceptance,
information as determined by Post Office in support of the above
facilities.
The Postal Services Business Capability supports the transfer to the EDG of
track and trace and related data captured by the Mails Acceptance and Mails
Administration facilities for selected Mails Carers and the transfer of
completed Postal Services transaction data to various Post Office systems.
This comprises:
2.9.4.1 transfer of data in accordance with the CCD entitled "Horizon to EDG
Feed for Track and Trace" (AS/IFS/001); and
2.9.4.2 transfer of completed Postal Services Transaction data to Configured
Transaction data.
The Postal Services Business Capability enables Post Office to specify and
manage the Cartier Services Reference Data which controls the options,
choices and pricing for all Carrier Services. This comprises a range of data
preparation and maintenance tools to allow Post Office to manage the Carrier
Services Reference Data in readiness for introduction into live operation. These
tools will define the allowable Camier Services, the associated business data
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2.9.6
(e.g. pricing tables and calculations) and associated business tules (e.g. data
validation, service constraints and options) to be specified and maintained.
Transactions undertaken using the Postal Services Business Capability shall be
recorded as part of a Customer Session and shall be committed as part of the
settlement process using the Payment Management Business Capability.
2.10 Payment Management Business Capability
2.10.1 The Payment Management Business Capability enables the settlement of a
Customer Session using cash, cheque, vouchers, Debit Cards or Credit Cards
as methods of payment.
2.10.2 The Payment Management Business Capability manages the aggregation of
the required tender value for a Customer Session and provides change
calculation facilities.
2.10.3. The Payment Management Business Capability manages the production of any
AP Customer receipt and any required or requested Customer Session receipt
as pait of the settlement of a Customer Session. The required layout of a AP
Customer receipt and a Customer Session receipt shall be defined in the CCD
entitled "Horizon OPS Reports and Receipts - Post Office Account Horizon
Office Platform Service" (SD/DES/005).
2.10.4 The following Debit Card Transaction types (defined in CCD entitled "Debit Card
MoP Functional Description" (EF/SER/001)) are supported by the Payment
Management Business Capability:
2.10.41 Debit Card purchase;
2.10.4.2 Debit Card Refund; and
2.10.43 explicit Reversals.
2.10.5 The following Credit Card Transaction types are supported:
2.10.51 Credit Card purchase;
2.10.5.2 Credit Card Refund; and
2.10.5.3 explicit Reversals.
2.10.6 The Payment Management Business Capability implements the business rules
associated with the use of the Debit Card or Credit Card Method of Payment
which shalll include the use of inclusion lists and exclusion lists which will specify
which products can be settled with which card types.
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2.10.7
2.10.8
The Payment Management Business Capability implements the use of separate
authorisation dialogues using separate merchant identity/terminal identity
values for Bureau and non-Bureau products, support for the receipt of a referral
response, and the validation of the allowable products and allowable settlement
values according to the type of Debit Card or Credit Card.
The Payment Management Business Capability supports the Debit Card and
Credit Card Method of Payment via an interactive exchange with the Merchant
Acquirer in accordance with the CCD entitled "Horizon — Streamline Application
Interface Specification” (EF/IFS/002).
2.11 Cash and Stock Management Business Capability
2.11.1 The Cash and Stock Management Business Capability provides facilities to
enable all Branches to capture data (including cash declarations, inward /
outward remittances, pouch collection and receipt) for onward submission to
SAPADS.
2.11.2 The Cash and Stock Management Business Capability supports the receipt
from SAPADS of planned orders and replenishment delivery details.
2.11.3 The Cash and Stock Management Business Capability provides the following
facilities within Branches:
2.41.34 the display of screen dialogues that support cash and stock
transfers, cash and stock declarations, adjustments to cash
holdings;
211.3.2 scanning bar coded labels to monitor the movement of cash
and stock bags and pouches into the Branch;
2.11.3.3 the automatic inward remittance of the value of cash pouches
and bureau de change pouches using the associated
replenishment delivery details;
2.11.3.4 support for recording that selected cash and stock pouches and
bags are part of a REM Collection, or have been removed from
a REM Collection;
2.11.35 scanning bar coded labels to monitor the movement of cash
and stock bags and pouches that form a REM Collection out of
the Branch; and
2.11.36 a facility for viewing planned order details originated by
SAPADS and transmitted to the Branch.
2.12 Branch Management Business Capability
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2.12.1 The Branch Management Business Capability provides facilities to enable
authorised Users within any Branch to perform various administrative functions
including:
242.44
2.12.1.2
2.12.1.3
2.12.1.4
2.12.1.5
2.12.1.6
Stock Unit balancing;
Branch accounting;
printing of Client summaries;
printing of Branch reports;
support for Reversals and Refunds; and
support for the application of Transaction Correction Records
supplied from Configured POL FS.
3. HIGH LEVEL DESCRIPTION OF THE SUPPORT FACILITIES
3.1 Introduction
Fujitsu Services shall provide the following Support Facilities that support or enable the
provision of the Business Capabilities described in paragraph 2. The functionality of the
Support Facilities is provided via the HNG-X Service Infrastructure.
3.2 Branch Administration Support Facility
3.2.1 The Branch Administration Support Facility, available in all Branches and
requiring an operational data communications link, comprises a range of
functions including:
3.2.1.1 User log on / off, which shall:
(a)
(b)
(c)
authenticate all Users logging on to a Branch terminal using full
access control and password management facilities, which shall
require each User to be identified by a unique User ID and
individual password;
ensure that Users shall only access those Business Capabilities
for which they have been given permission by the Branch; and
enable Users to log-on to a Branch terminal in their Branch in
accordance with their defined role. Any access to data or
services outside of that Branch is controlled exclusively by the
relevant Business Capability.
3.2.1.2 User / password management, which shall:
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(a) __ provide facilities to enable the Branch Manager to establish new
Users and set an initial password for all Users in a Branch.
Should a User forget their password the Branch Manager shall
be able to reset the password. The same procedure shall apply
at single Counter Position Branches and multiple Counter
Position Branches; and
(b) for situations where the sole User (e.g. Branch Manager in a
single Counter Position Branch) has forgotten their password,
provide the facility to reset the User password. This shall be
enabled via the Service Desk. The User shall then be able to
reset their User password.
3.2.1.3 Stock Unit creation / allocation, which shall allow authorised Users to:
(a) introduce a new Stock Unit;
(b) associate a user with a Stock Unit;
(c) delete a Stock Unit; and
(4) view details about a Stock Unit.
3.2.1.4 the provision of secure inactivity time-out facilities if a Branch terminal is
inactive for a period defined in Reference Data. Should the User be
unable to re-activate the time-out facility, the following actions may be
taken:
(a) after a period of time during which there is no active session,
the session shall be automatically logged-out;
(b) the Branch Manager may assume responsibility for any
uncompleted session, the Stock Unit or share thereof, by
entering his own User name / password:
(c) once the Branch terminal has logged-out, any authorised User
may then use that Branch terminal; and
(4) _ the above events shall be recorded as audit events.
The time-out facility shall allow the User to resume work with the
minimum delay consistent with achieving security in accordance with
the provisions of this Agreement.
3.2.1.5 Call logging, which shall enable a User via a Branch terminal to record
details of an Incident and for these details to be provided as a Service
Desk calll to the Service Desk. The system shall provide a unique call
reference to the Incident.
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3.2.1.6 the provision of facilities to enable the User to:
(a) save asession by settling the session to a holding account;
(b) start a new session;
(c) display a list of saved sessions;
(d) select a saved session and recall the balance of the saved
session;
(e) undertake further transactions after recalling a session; and
(f) settle the recalled session.
3.2.1.7 the provision of facilities to enable Post Office Ltd to:
(a) Record postal services Reference Data in Selectica data format
using a set of spreadsheets designed by Fujitsu;
(b) Dispatch updates to postal services Reference Data by sending
populated versions of the above set of spreadsheets to Fujitsu;
(©) Require Fujitsu to upload populated sets of spreadsheets
provided by Post Office Ltd into the HNG-X Reference Data
preparation system (HRDP) ;
(d) Enter postal services reference data that is not included within
the Selectica data format directly into the HRDP subsystem of
HNG-X
3.3 Branch Support Facility
3.3.1 The Branch Support Facility, available in all Branches and requiring an
operational data communications link, comprises a range of support facilities to
facilitate the delivery of a Business Capability at a Counter Position including:
3.3.1.1 the provision of a generic and updateable User help system comprising
linked context sensitive pages;
3.3.1.2 the display of sales prompts; and
3.3.1.3 the ability to support the bulk input of Transactions.
3.4 Transaction Management Support Facility
The Transaction Management Support Facility provides support for Transaction
aggregation and Transaction storage. The Transaction Management Support Facility
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also provides facilities to allow authorised Post Office personnel to have enquiry access
to Banking Transaction data using the Transaction Enquiry Service.
3.5 File Management Support Facility
3.5.1
3.5.2
3.5.3
3.5.4
The File Management Support Facility provides support for the automatic
receipt and dispatch of batch files between the HNG-X Service Infrastructure
and Clients, other third parties, Post Office systems external to the HNG-X
System and Configured POL FS.
Outbound batch files contain data originating from Business Capabilities that
are:
3.5.2.1 produced in accordance with the relevant AlS;
3.5.2.2 directed to the EDG in accordance with the CCD entitled “Automated
Payments Interface Specification - EDG / DES” (CR/IFS/002). Files.
transferred to the EDG may have arisen from live operations or may
have arisen from operational testing associated with the In/Out
Payment Business Capability.
Inbound batch files are received directly from Clients or other third parties and
contain data for use by a Business Capability.
All data transfers shall be in accordance with the relevant Application Interface
Specification and Technical Interface Specification as specified in the CCDs
indicated to relate to these Business Capabilities and Support Facilities in the
CCD entitled “Post Office Contract Controlled and Contract Referenced
Document List" (COM/CUS/SPE/0001).
3.6 _ Reference Data Support Facility
3.6.1
3.6.2
3.6.3
The Reference Data Support Facility supports the receipt of Post Office
Reference Data for use by either business or system operations. Business
related Reference Data comprises information that relates to particular
Transactions. System related Reference Data comprises information that
relates to the state of the Branch and its associated software base (e.g. Event
management details, software version numbers).
Reference Data provided by Post Office comprises the definition of the
properties and relationships of the data to be processed and the processing
methods that are to be used. Reference Data use date/time and version
controls, and are also be used to control product availability within Branches.
Additional Reference Data may be created by Fujitsu Services.
Reference Data received from the Post Office Reference Data System shall be
in accordance with the CCD entitled “Application Interface Specification
Reference Data to Fujitsu Services Limited” (BP/IFS/010). The Reference Data
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3.6.4
3.6.5
3.6.6
3.6.7
Support Facility also supports the manual input of data by Fujitsu Services
personnel and incorporation of system generated data from other parts of the
HNG-X Service Infrastructure.
The Reference Data Support Facility supports the receipt of Reference Data
from the Post Office Reference Data System delivered in separately identifiable
change instructions in accordance with the CCD entitled “Reference Data
Management Service: Service Description” (SVM/SDM/SD/0013). These
change instructions are then made available to a daily extract process when
correct authorisation for each request is received from Post Office. Details
regarding the delivery and authorisation of Reference Data are given in the
following CCDs:
3.6.4.1 for products, “Fujitsu Services / Post Office Lid Interface Agreement for
Operational Business Change - Reference Data” (CS/PRD/058); and
3.6.4.2 for Branches, “Fujitsu Services/Post Office Ltd Operational Business
Change — Branch, Interface Agreement” (CS/IFS/003).
The Reference Data Support Facility:
3.6.5.1 provides support for version control of Reference Data including start
and end dates for its validity; and
3.6.5.2 manages the distribution of Reference Data to Branches via the HNG-X
Service Infrastructure.
The Reference Data Support Facility provides data used by all the Business
ilies and has the potential to extend this to additional Business
ies running on the HNG-X Service Infrastructure.
The Reference Data Support Facility checks Reference Data consistency and
reports any exceptions.
3.7 PAF Support Facility
3.7.1 The PAF Support Facility is a generic facility based on QAS Software and is
used by certain Business Capabilities to:
3.7.1.1 allow Users to validate an address against the PAF Database by
entering the details of premises and postcode or premises, street and
town of the address to be validated;
3.7.1.2 present Users with a validated postal address;
3.7.1.3 permit Users to enter a postal address manually; and
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3.7.2
3.7.3
3.7.4
3.7.5
3.7.1.4 make available the manually entered postal address for use by the
Branch Transaction that invoked the PAF Support Facility.
The PAF Support Facility is available at all Counter Positions in all Branches
(but access to the PAF Support Facility is only available at locations with an
operational data communications link)
Post Office acknowledges and agrees that:
3.7.3.1 it has mandated the use of the QAS Software as a key element of the
PAF Support Facility and has satisfied itself that the QAS Software is
capable of meeting its business requirements in that connection; and
3.7.3.2 notwithstanding anything to the contrary elsewhere in this Agreement
(Clause 67.5 (order of precedence) being subject to this provision in this
instance):
(a) _ a fault in the QAS Software; or
(b) a failure of the PAF Support Facility or any PAF Calling
Application caused by a fault in the QAS Software
shall not, of itself, constitute a Default by Fujitsu Services except to the
extent that such fault or failure has been caused by an act or omission
of Fujitsu Services.
Fujitsu Services shall notify QAS Limited as soon as reasonably practicable
where it discovers that the PAF Database (or any update thereof) is not, without
modification, compatible and capable of use with the PAF Support Facility.
Where following such notification QAS Limited fails to resolve the issue of
compatibility and/or use within a reasonable time, Fujitsu Services shall notify
Post Office accordingly. Thereafter Post Office shall be responsible for resolving
‘or procuring the resolution of the issue of compatibility and/or use.
Post Office shall be responsible for ensuring that reasonable access to and
assistance from QAS Limited (its successors and assigns) is provided to Fujitsu
Services to support the implementation of the PAF Support Facility.
3.8 Message Handling Support Facility
3.8.1 The Message Handling Support Facility supports the creation by Post Office of
plain text based messages which are distributed to all or selected Branches.
3.8.2 Within a Branch, Users may select messages for display and subsequent
printing.
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3.8.3
The Message Handling Support Facility is available at all Counter Positions in
all Branches (but messages can only be received at locations with an
operational data communications link.)
3.9 Audit Support Facility
3.9.1
3.9.2
3.9.3
3.9.4
3.9.5
The Audit Support Facility enables the recording of an operational audit trail and
a commercial audit trail as defined in the CCD entitled "Audit Trail Functional
Specification" (CR/FSP/006). These comprise the audit trail associated with:
3.9.1.1 the set of audit events as set out in the CCD entitled "Audit Trail
Functional Specification" (CR/FSP/006)
3.9.1.2 the operation of:
(a) the Horizon Applications in each Branch prior to the HNG-X
Date in respect of that Branch; and.
(b) Business Capabilities and Support Facilities in each Branch
after Branch migration has occurred in respect of that Branch;
and
3.9.1.3 the audit trail of that part of Fujitsu Services’ internal commercial
records to which Post Office’s internal auditors or agents, as specified in
Schedule D5, have access.
The audit trails shall conform to the CCD entitled “Audit Trail Functional
Specification" (CR/FSP/008).
Data within the operational audit trail shall be retained for 18 months, although
the set of records associated with a transaction voucher transacted by an APOP
Service and Transaction data relating to Transactions originated from the
Banking Business Capability and data relating to Transactions that are settled
using the Debit Card or Credit Card Method of Payment shall be retained for
seven years.
Data within the commercial audit trail shall be retained for seven years, although
some data will be retained for the term of this Agreement which may be longer.
Access to audit trail data is provided to authorised Post Office personnel either
by interactive access or through a set of standard reports.
Security of data and audit trail
All data captured at the Data Centre either as part of a Transaction performed at
a Counter Position or as an administration function shall form part of a unique
Transaction which shall have a unique reference number. The format of this
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Transaction shall vary according to the Transaction type but will typically
contain:
(a) Branch Code;
(b) Counter Position ID;
(c) unique Transaction ID;
(@) date;
(e) time;
() User ID; and
(9) Transaction details.
3.10 Reconciliation Support Facility
3.10.1
3.10.2
The Reconciliation Support Facility and associated reports support Post Office
in establishing a common financial position between Post Office and those
Clients and other third parties whose own processes may cause them not to
accept a Transaction performed in a Branch.
Reports will be produced and provided to Post Office and the Reconciliation
Support Facility will be supported by the processes specified in the CCD to be
entitled "End to End Reconciliation Reporting” which will be a revision of the
CCD “Network Banking End to End Reconciliation Reporting" (CS/SPE/011).
3.11 Training Support Facility
3.1141
3.11.2
3.11.3
3.11.4
The Training Support Facility supports training from CTOs enabling each CTO
Counter within a CTO to operate an independent training environment.
The Training Support Facility utilises those aspects of the Business Capabilities
and Support Facilities that provide Branch based capability together with
separate functionality to simulate online interfaces which will return pre-defined
simulation responses.
Users of the Training Support Facility will generate Training Transactions and
Training Data that will be separated and separately identifiable from HNG-X
Transactions and data. Training Data will not be passed to external clients or
the audit stream.
Reports generated using the Training Support Facility will reflect the Training
Transactions performed during the Training Session and stock levels reported
will be adjusted accordingly.
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3.11.5
3.11.6
3.11.7
3.11.8
Post Office will establish and manage each CTO Branch as a Branch within the
live estate and each will be allocated their own Branch Code which will indicate
that they are a CTO Branch.
The Training Support Facility will utilise Branch Infrastructure and will require
the use of an operational data communications link in order to process Training
Transactions. Each CTO Counter within a CTO will be connected by LAN
through the shared single branch router, and there will be a shared back office
printer.
The Training Support Facility will enable the Training Data of a CTO Counter to
be reset back to a pre-defined default state.
The Training Support Facility will require the use of an operational data
communications link in order that updates of software change and reference
data can occur. This may take place automatically in the same manner as for
Branches or at points in time that are agreed between Fujitsu Services and Post
Office.
4. ADDING NEW BUSINESS CAPABILITIES OR SUPPORT FACILITIES
44 Introduction
444
When a new Business Capability or Support Facility is to be added under the
Change Control Procedure, the following actions shall be completed:
4.1.1.1 a high-level description of the Business Capability or Support Facility
shall be incorporated into paragraphs 5 or 6 including a statement of
any interdependency with any existing (or new) Business Capability or
Support Facility as appropriate;
4.1.1.2 the relevant Schedules to this Agreement shall be updated to record the
new Business Capability or Support Facility, including:
(a) Schedule 4 (Interpretation);
(b) Schedule C1 (Service Level Principles and Remedies);
(c) Schedule AS (Post Office Responsibilities);
(d) this Schedule B3.2 (Business Capabilities and Support
Facilities); and
(e) other Schedules to this Agreement, as relevant; and
4.1.2 Relevant CCDs shall be created or updated and referenced from the table
contained in paragraph 7.
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ADDITIONAL BUSINESS CAPABILITIES
This paragraph will include brief descriptions of each new Business Capability.
6. ADDITIONAL SUPPORT FACILITIES
This paragraph will include brief descriptions of each new Support Facility.
7. LIST OF RELATED DOCUMENTS
7A Table A below lists those CCDs which provide a high level technical/functional overview
of each Business Capability and Support Facility.
Table A
Business Capability / Support Facility Document Reference
72 The CCDs listed in Table B below supplement Table A and relate to more than one
Business Capability / Support Facility.
Table B
Document Title Fujitsu Services Reference
Security Functional Specification RS/FSP/001
Horizon OPS Reports and Receipts - Post I SD/DES/005
Office Account Horizon Office Platform
Services
HNG-X Style Guide DES/APP/STD/0001
8. POL Service Types
8.1 The POL Service Types applicable to the period after Acceptance Point Z3 are set out in
Annex 1 to this Schedule.
8.2 If Post Office notifies Fujitsu Services in writing that it no longer requires use of a POL
Service Type and requests that Fujitsu Services disable that POL Service Type in
accordance with Clause 10.5, then where Post Office ceasing to use that POL Service
Type may affect the use of any other POL Service Type(s), Fujitsu Services shall advise
Post Office accordingly. Where Fujitsu Services so advises Post Office, the Parties will
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discuss and agree (acting reasonably) the appropriate steps to be taken to address the
effect of disabling the POL Service Type on any other POL Service Type(s).
9. ASSOCIATED DOCUMENTS
9.1 The following CCDs are associated with this Schedule B3.2:
Document Reference Document Title
1 RS/FSP/001 Security Functional Specification
2 SD/DES/005 Horizon OPS Reports and
Receipts - Post Office Account
Horizon Office Platform Service
3 DES/APP/STD/0001 HNG-X Style Guide
4 COM/CUS/SPE/0001 Post Office Contract Controlled
and Contract Referenced
Document List
5 ‘AP/MAN/002 AP-ADC Reference Manual
6 CS/PRD/058 Fujitsu Services / Post Office Ltd
Interface Agreement —_—for
Operational Business Change -
Reference Data
7 BP/DOC/008 Automated Payments System
Client List
8 BP/DOCIO14 POCL Automated Payments
Generic Rules
9 EF/SER/001 Debit Card MoP Functional
Description
10 I AP/MAN/004 APOP Authorisation Service
Reference Manual
11 I BP/SPE/046 APOP Definition
12 I CS/SPE(011 Network Banking End To End
Reconciliation Reporting
13 I CRIFSP/006 Audit Trail Functional Specification
14 I SVW/SDM/SD/0013 Reference Data Management
Service: Service Description
15 CS/IFS/003 Fujitsu Services/Post Office Ltd Deletech(0
Operational Business Change -— (Deleted:
Branch, Interface Agreement Deleted: 28
{Deleted:28 =)
\ Deleted: 1
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16 I CRIFS/002 Automated Payments Interface
Specification - EDG / DES
17 I BP/IFS/O1O Application Interface Specification
Reference Data to Fujitsu Services
Limited
18 AS/IFS/001 Horizon to EDG Feed for Track
and Trace
19 EF/IFS/002 Horizon — Streamline Application
Interface Specification
20 ARC/SOL/ARC/0001 HNG-X = Solution — Architecture:
Outline
21 I ARC/SECIARC/0002 Horizon Security in the absence of
HNG-X
22 I BP/SPE/040 Reference Data Definition
9.2 There are no CRDs associated with this Schedule B3.2.
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ANNEX 1
POL SERVICE TYPES
HNG-X
1 I Point of Sale
2 I In/Out Payment (basic services)
3. I In/Out Payment (Advanced Data Capture)
4 I In/Out Payment (APOP)
5 I Banking (CAPO)
6 I Banking (A&L)
7 I Banking (LINK)
8 I DVLALicensing
9 I Electronic Top-Up
10 I Bureau de Change
11 I Postal Services
12 I Payment Management (Basic MOPs)
13 I Payment Management (Debit Card)
14 I Payment Management (Credit Card)
15 I Cash and Stock Management
16 I Branch Management
17 I Branch Administration
18 I Branch Support
19 I Transaction Management (Transaction
storage and management)
20 I Transaction Management (TES QA)
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HNG-X
ai
File Management
22
Reference Data
23
PAF
24
Message Handling
25
Audit
26
Reconciliation (Banking style)
27
Reconciliation (AP style)
28
CTO Training
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SCHEDULE B3.3
HNG-X CENTRAL AND TELECOMMUNICATIONS INFRASTRUCTURE
Version History
Wactaante. Date Comments
1.0 31/08/06 Agreed version as at date of
I signature of CCN 1200
14 26/09/06 Minor corrections
2.0 25/01/07 Baseline copy of 1.1
3.0 23/02/09 Baseline copy of 2.1
at I 13/05/09 I Applying. _ changes __as__per Deleted: 3.1
CCN1258
6.0 06/07/09 Moving all schedules to V6.0
as agreed with Fujitsu
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SCHEDULE B3.3
HNG-X CENTRAL AND TELECOMMUNICATIONS INFRASTRUCTURE
1. HNG-X SERVICE INFRASTRUCTURE
11 Introduction
1.1.1. This Schedule B3.3 records and specifies the HNG-X Service Infrastructure that
1.1.4
shall be provided by Fujitsu Services in order to deliver the Business
Capabilities and Support Facilities described in Schedule B3.2 from Trigger
Point TS (Data Centre Ready for HNG-X). Prior to Trigger Point TS (Data
Centre Ready for HNG-X), the provisions of Schedule B4.3 shall apply.
The HNG-X Service Infrastructure comprises the:
(a) Branch Infrastructure, the provisions relating to which are set out in
Schedule B3.4;
(b) HNG-X Central Infrastructure; and
(©) HNG-X Telecommunications Infrastructure.
The HNG-X Service Infrastructure provides functions and capabilities used to
deliver the Business Capabilities and Support Facilities, and the Operational
Services.
The provisions of this Schedule shall not apply in respect of the PostShop
Infrastructure which does not comprise Branch Infrastructure, HNG-X Central
Infrastructure or HNG-X Telecommunications Infrastructure, and accordingly it
does not form part of the HNG-X Service Infrastructure. The PostShop
Infrastructure is detailed in the CCD entitled “Service Integration Service,
Service Description” (SVM/SDM/SD/0010).
1.2 HNG-X Central Infrastructure
1.24
Subject to paragraph 1.3.4(f), Fujitsu Services shalll provide alll equipment at the
Data Centres necessary to provide the Business Capabilities and Support
Facilities. This equipment, including the telecommunications equipment, shall
have sufficient capacity to meet the business volumes as set out in the CCD
entitled "Horizon Capacity Management and Business Volumes” (PA/PER/033).
The Transfer Asset Register shall be updated in accordance with the timetable
contained in paragraph 3.2.1 of Schedule E.
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1.2.3
Fujitsu Services shall maintain all increases in the capacity of the HNG-X
Service Infrastructure which Fujitsu Services have agreed to make at the
request of Post Office.
Fujitsu Services shall retain all hardware and software provided to a particular
Post Office specification, save that Fujitsu Services may substitute identical
replacements for such hardware and software.
Fujitsu Services may replace, upgrade, remove or decommission hardware and
software from time to time comprised in the HNG-X Service Infrastructure
provided that it continues at all times to comply with its obligations in paragraphs
1.2.3 and 1.2.4 (unless agreed otherwise under the Change Control Procedure).
The HNG-X Services shall use the facilities of the DR Data Centre to provide a
testing environment, which shall be able to concurrently support as a minimum
either:
(a) one large testing configuration for performance and volume testing
(which may support up to 50 per cent of the business volumes as set
out in the CCD entitled "Horizon Capacity Management and Business
Volumes" (PA/PER/033)) and resilience testing of platforms and
applications; and
(6) two small testing configurations for functional testing,
or:
(c) a single testing configuration only to support performance and volume
testing (which may support up to 100 per cent. of the business volumes
as set out in the CCD entitled "Horizon Capacity Management and
Business Volumes" (PA/PER/033)) and resilience testing of network
components.
Any additional test configurations that are required to support changes to Post
Office's business shall be dealt with through the Change Control Procedure.
1.3 HNG-X Telecommunications Infrastructure
1.31 The HNG-X Telecommunications Infrastructure consists of:
(a) Branch Telecom Infrastructure — those networking elements that
provide connectivity between the Branches and the Data Centre; and
(b) Central Telecom Infrastructure — those network elements that provide
connectivity from the Data Centre to other sites.
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1.3.2
Branch Telecom Infrastructure
(a) The Branch Telecom Infrastructure shall use one or more of the
following communications access methods between the Branch
Infrastructure and the Data Centres:
()) Integrated Services Digital Network (ISDN);
(ii) Public Switch Telephone Network (PSTN) which shall be
introduced on a Branch by Branch basis on commencement of
Associated Change Workstream A7 (Branch Router Rollout);
(ii) Asymmetric Digital Subscriber Line (ADSL);
(iv) VSAT;
(v) General Packet Radio Service (GPRS) / Enhanced Data GSM
Environment (EDGE) which shalll be introduced on a Branch by
Branch basis on commencement of Associated Change
Workstream A7 (Branch Router Rollout); or
(vi) Branch Network Resilience (BNR) which shall be withdrawn on
a Branch by Branch basis on commencement of Associated
Change Workstream A7 (Branch Router Rollout) and shall be
fully withdrawn on completion of Associated Change
Workstream A7 (Branch Router Rollout).
(b) These connections may be used as either primary or backup network
connections, although there may be restrictions on the size of the
Branch that can be supported on some technologies. Any such
restrictions will be set out in the CCD entitled "Horizon Capacity
Management and Business Volumes" (PA/PER/033).
(c) The backup network is designed to cater for failures of the primary
network at individual Branches and not for a total failure of the primary
network at all Branches. Any capacity limits for the backup network will
be set out in the CCD entitled "Horizon Capacity Management and
Business Volumes" (PA/PER/033).
(4) The response time Service Levels defined in Schedule C1 and each
applicable Service Description apply to this Schedule B3.3 providing
that at least 90 per cent of Transactions are undertaken in Branches
that use ADSL as their primary network connection. If the proportion of
the connected Branches using ADSL drops below this level then
changes will be handled under the Change Control Procedure.
1.3.3 Central Telecom Infrastructure
The Central Telecom Infrastructure provides network connections:
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@
ti)
i
(iw)
)
(vi)
between Data Centres and Post Office sites;
between Data Centres and Client sites;
between Data Centres and Fujitsu Services support sites;
between the Data Centres and third party support sites;
between the two Data Centres (intercampus links); and
for the test service including any test Branches.
Interface support for Post Office services or Client services
(a)
(b)
(c)
(4)
(e)
The HNG-X Telecommunications Infrastructure shall include capability
to enable connection between the Data Centres and Post Office
systems or Client systems. The style of connection and operation shall
be defined in the relevant TIS and shall support real and delayed time
initiation of acti
The HNG-X Telecommunications Infrastructure and HNG-X Central
Infrastructure shall provide a file distribution function which shall be
responsible for the transfer, monitoring and retry of files as specified in
the relevant AIS and / or TIS.
The HNG-X Service Infrastructure shall support authorisations for Post
Office products through access to computer systems which are
external to Post Office services or are within Post Office services.
Additional Post Office services or additional Client services which
require an additional interface may be agreed from time to time
between Post Office and Fujitsu Services and shall be specified in an
additional TIS and / or an additional AIS.
Interface Support for Alliance & Leicester
(i) Fujitsu Services shall be responsible for provision of, secutity of,
and management of the communications link between the Data
Centres and Alliance & Leicester (which for the purposes of this
Schedule includes the physical routers, encryption devices, file
transfer management servers and associated cabling), subject
to Post Office complying with (and ensuring that any third party
Post Office uses for siting or storage of such equipment
complies with) the following:
(1) provision of a suitable physical operating environment
for Fujitsu Services’ equipment used for or in
connection with the communications link including the
following:
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(A) ensuring the physical security of all equipment
which is located on Post Office and/or any such
third party's premises to protect against
unauthorised access; and
(B) provision of environmental conditions as
reasonably required by Fujitsu Services.
(2) permitting Fujitsu Services to gain access (at
reasonable times and on reasonable notice) to all
locations where such equipment is held or is to be
installed, in order to enable Fujitsu Services to effect or
procure the installation, maintenance, repair, renewal
and support of such equipment.
) Interface Support for CAPO and LINK
i)
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Post Office shall be responsible for procuring the provision of,
security of, and management of the communications links
between the Data Centres and CAPO and LINK respectively
(which for the purposes of this Schedule shall include the
physical routers, encryption devices, file transfer management
servers and associated cabling) in accordance with and subject
to paragraph 1.3.4(g), subject to Fujitsu Services complying with
(and ensuring that any third party Fujitsu Services uses for siting
or storage of such equipment complies with) the following:
(1) provision of a suitable physical operating environment
for CAPO and LINK equipment used for or in
connection with the communications links including the
following:
(A) ensuring the physical secutity of all equipment
which is located on Fujitsu Services and/or any
such third party's premises to protect against
unauthorised access; and
(B) provision of environmental conditions as
reasonably required by CAPO and/or LINK;
(2) permitting CAPO and/or LINK (including their
respective contractors) to gain access (at reasonable
times and on reasonable notice, and subject to
paragraph 1.3.4(g)) to all locations where such
equipment is held or is to be installed, in order to
enable Post Office to effect or procure the installation,
maintenance, repair, renewal and support of such
equipment; and
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(3) any reasonable request for co-operation and/or
information made by Post Office from time to time,
where the provision of such co-operation or information
is necessary to enable Post Office to perform the Post
Office Communications Links Services.
(9) Post Office Communications Links Services
Post Office shall, in relation to paragraph 1.3.4(f), be responsible for
ensuring that:
iu)
(i)
(iii)
(iv)
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the Post Office Communications Links Services are carried out
promptly, efficiently, diligently and professionally, and with all
reasonable skill and care;
it obtains an undertaking from each LINK and CAPO that its
respective employees, servants, agents or sub-contractors
engaged to perform the Post Office Communications Links
Sewices:
(1) keep confidential, and not disclose to anyone else, any
Confidential Information of Fujitsu Services disclosed by
or obtained from Fujitsu Services in the course of
performing the Post Office Communications Links
Services;
(2) use such Confidential Information only to the extent
reasonably required to perform the Post Office
Communications Links Services; and
(3) return such Confidential Information held in tangible
form to Post Office, and to irretrievably delete or destroy
all such information held in electronic form, on
termination or expiry of that party's obligations in respect
of the Post Office Communications Links Services,
other than as required by law;
it or any third party engaged by it to perform the Post Office
Communications Links Services complies with any reasonable
instructions and/or requirements (including without limit any
reasonable instructions and/or requirements relating to Data
Centre security) given to it by Fujitsu Services from time to
time; and
the communication links between the Data Centres and CAPO
and LINK (respectively) shall have sufficient capacity to meet
Post Office’s business volume requirements from time to time;
and
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(v) Post Office shall fully indemnify Fujitsu Services in respect of
any personal injury or loss of or damage to Property incurred
by Fujitsu Services, its contractors or their respective
employees and authorised agents to the extent that such
personal injury or loss of Property is caused by a Default of
Post Office, its employees, agents or contractors in connection
with the performance of the Post Office Communications Links
Services.
1.4 Exclusivity
1.44
No computer system shall be connected to the HNG-X Central Infrastructure or
to those elements of the HNG-X Telecommunications Infrastructure which are
employed exclusively in the provision of the HNG-X Services without the
approval of Post Office.
Fujitsu Services shall maintain a register of computer systems with which such
connections are allowed.
The HNG-X Central Infrastructure and HNG-X Telecommunications
Infrastructure shall provide links into other computer systems as required to
support the introduction of new or re-engineered Transactions required by Post
Office.
The identity of any computer system with which a link is to be established shall
be authenticated.
Fujitsu Services shall produce reports detailing any attempt to establish a link
(specified in paragraph 1.4.3) which is rejected. Fujitsu Services shall provide
these reports to Post Office on request. Such reports will not be required where
the link is between the HNG-X Central Infrastructure / HNG-X
Telecommunications Infrastructure and the Banks; and the rejection is due to a
failure of the Banks; or between the HNG-X Central Infrastructure / HNG-X
Telecommunications Infrastructure and the MA and the rejection is due to a
failure of the MA.
1.5 Continued Support of operating systems and Software
Fujitsu Services shall fully support the Software in the HNG-X Service Infrastructure
duting the life of the elements of HNG-X Service Infrastructure on which such Software
is utilised in providing Services.
1.6 Functional Title or Code
Fujitsu Services shalll ensure that each component of the HNG-X Service Infrastructure
is clearly marked with a functional title or code so that it can be readily identified in the
relevant documentation and related to its proper place in the HNG-X Service
Infrastructure.
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2. SECURITY
24 Introduction
This section covers the security provisions relating to the HNG-X Service Infrastructure.
2.2 Encryption Key Management
2.2.1 The HNG-X System shall support a reliable and secure means for the transfer of
data to the Data Centre. This shall include the use of techniques used
selectively and in agreement between Post Office and Fujitsu Services as
specified in the CCD entitled "Security Functional Specification” (RS/FSP/001).
2.2.2 With the exception of PIN Pads (in which case paragraph 2.1.4 of Schedule
B3.4 shall apply), a key management system shall be in place so the encrypted
data can be deciphered without isk of that cryptographic key being exposed.
2.2.3 Fujitsu Services shall support the use of PIN Pads and the associated
cryptographic management. PIN Pads shall comply with the requirements of
ISO 9564.
3. BUSINESS CONTINUITY
3.1 Introduction
This paragraph 3 covers the business continuity provisions relating to the HNG-X
Service Infrastructure.
3.2 End to End Recovery
End-to-end recovery shall be performed by Fujitsu Services in accordance with the CCD
entitled “Business Continuity Framework" (CS/SIP/002).
3.3 Business Continuity
3.3.1. Data Centre Resilience
(a) One Data Centre will be used to support the Business Capabilities and
Support Facilities (the “Live Data Centre”) with a second Data Centre
providing DR (the “DR Data Centre’).
(b) The DR Data Centre will under normal operation be used for testing,
except where it needs to be used for business continuity tests.
(c) Each Data Centre shall have the capability in normal operation with no
failures or a single failure having occurred:
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(4)
(e)
0)
(9)
() to support the Contracted Volumes as defined in the CCD
entitled "Horizon Capacity Management and Business
Volumes” (PA/PER/033); and
(ii) to support Fujitsu Services’ obligations in respect of Service
Levels set out in Schedule C1 and each applicable Service
Description.
Each Data Centre will be configured such that the failure of a single
component will not cause the Business Capabilities and Support
Facilities to fail. For the avoidance of doubt, Fujitsu Services. will
inform Post Office of those major Data Centre components whose
failure may result in the need to invoke DR.
Switchover to backup systems within the Data Centre and for the
network connections within the Data Centre:
(i) tor real-time elements of the Business Capabilities and Support
Facilities shall be automated; and
(ii) for non-real time elements may be automated or manual.
Switchover from the Live Data Centre to the DR Data Centre will be
manually initiated,
In the event that the DR Data Centre needs to be used to run the live
service or if the DR Data Centre itself is unavailable, there will be no
significant test environment available. In this scenario, limited testing
(sufficient to test minor fixes needed to keep the live service
operational) will be available at a Fujitsu Services development site.
However such testing facilities will not be sufficient to test releases.
3.3.2 The Central Network
(a) The Central Network comprises the network communications between
the Data Centres and the switches used by Fujitsu Services (or Fujitsu
Services’ Sub-contractor which operates such network) to:
() answer ISDN calls from Branches;
(ii) convert asynchronous transfer mode (ATM) communications
from ADSL Branches into internet protocol (IP)
communications; or
(iii) convert leased line communications from Branches into
internet protocol (IP) communications
(iv) convert wireless wide area network (WAN) protocols from
Branches into internet protocol (IP) communications,
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(b)
(the "Central Network").
The loss of a major sub-contractor network switching node within the
Central Network shall not cause the complete loss of the Branch
Telecom Infrastructure. However, should a loss of a major sub-
contractor network switching node within the Central Network occur,
Fujitsu Services (in addition to its other obligations under this
Agreement) shall use all reasonable endeavours to procure that any
shortfall in system performance is recovered within seven days of that
loss.
The Central Network shall be configured such that there shall be no
single point of failure within the Central Network. Some failures in the
Central Network may require the Branch to re-establish
communications with the Data Centre.
3.3.3 The Alliance & Leicester Circuit
(a)
(b)
The Alliance & Leicester Circuit shall be configured such that there
shall be no single point of failure (including site failure) within the
Alliance & Leicester Circuit.
"The Alliance & Leicester Circuit shall have the capability in normal
operation, with no failures or a single failure having occurred to that
link:”
(i) to support the Contracted Volumes for Banking Transactions
for Alliance & Leicester as defined in the CCD entitled "Horizon
Capacity Management and Business Volumes” (PA/PER/033);
and
(ii) of supporting Fujitsu Services’ obligations in respect of Service
Levels set out in Schedule C1 and each applicable Service
Description.
4. ASSOCIATED DOCUMENTS
44 The following CCDs are associated with this Schedule B3.3.
Document Reference Document Title
1 I PAPER/033 Horizon Capacity Management
and Business Volumes
2 I CSiSiP/ooz Business Continuity Framework
3 RS/FSP/001 Security Functional Specification
4 I SVWSDM/SDio010 Service Integration Service,
Service Description
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5 SD/STD/001 Horizon Office Platform Service
Style Guide
6 SD/DES/005 Horizon OPS Reports and
Receipts - Post Office Account
Horizon Office Platform Service
4.2 There are no CRDs associated with this Schedule B3.3.
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SCHEDULE B3.4
BRANCH INFRASTRUCTURE
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of
signature of CCN 1200
14 26/09/06 Minor corrections
2.0 25/01/07 Baseline copy of 1.1
24 19/03/07 Applying CCN 1206
3.0 09/07/07 Baseline copy of 2.1
6.0. 15/06/09 Moving all schedules to_V6.0 (Deleted: 6.0 }
as agreed with Fujitsu
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SCHEDULE B3.4
BRANCH INFRASTRUCTURE
1. INTRODUCTION
1.1 The purpose of this Schedule B3.4 is to:
V1
1.1.2
record and specify the Branch Infrastructure that shall be provided by Fujitsu
Services in order to deliver the Horizon Applications and the Business
Capabilities and Support Facilities, and thereby provide the HNG-X Services;
and
set out the provisions relating to technology refresh.
2. BRANCH INFRASTRUCTURE
24 Branch Infrastructure
244
2.1.2
2.1.3
2.1.4
Fujitsu Services shall, subject in each case to the limits in Annex A to Schedule
D1 provide equipment as specified in the CCD entitled “Counter Hardware
Design Specification” (BP/DES/003) in all Branches and any other Post Office
authorised location (the “Initial Branch Infrastructure”).
Changes to the locations and number of sets of the Branch Infrastructure
Equipment requested by Post Office shall be cartied out by Fujitsu Services in
accordance with the process defined in the CCD entitled “Fujitsu Services/Post
Office Ltd Operational Business Change — Branch, Interface Agreement”
(CSIIFS/003).
Save as may be agreed under the Change Control Procedure, the use of
Equipment in non Branch locations (e.g. Head Office Counter Positions) shall
not require Fujitsu Services to undertake any additional software development,
testing or support, or any site modification or preparation beyond standard site
preparation.
PIN Pads
(a) Fujitsu Services shall ensure that all automated Counter Positions shall
have the capability to support the use of PIN Pads.
(b) Fujitsu Services shall provide and maintain firmware distribution
facilities to ensure the distribution of firmware from the Data Centres to
PIN Pads. The facility shall meet the software control requirements of
ISOP 9564.
(©) Post Office accepts that there is a known risk that the existing PIN Pad
may not be suitable for use after 2010. The cost of replacing the PIN
Pad will be handled under the Change Control Procedure.
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2.1.5 Peripheral and input devices equipment general requirements
2.1.6
2.1.7
218
21.9
Peripheral and input devices supplied as part of the elements of HNG-X
Service Infrastructure shall be capable of detecting contention, premature
removal and swapping of Smart Tokens.
Peripherals Flexibility
(a)
(b)
The Branch Infrastructure shall have the flexibility for additional
peripheral equipment to be added in the future, including input devices
and printers.
The capacity for connectivity of peripherals at each Counter Position
shall be set out in the CCD entitled “Counter Hardware Design
Specification” (BP/DES/003).
Future Flexibility for Sharing of Specialist Peripherals
The Branch Infrastructure shall support:
(a)
(b)
the sharing of the back office printer between all Counter Positions in
the Branch; and
the sharing of weigh scales between those Counter Positions that are
physically connected to the same weigh scales.
Any sharing of any other specialist peripherals between Counter Positions shall
be handled under the Change Control Procedure.
Appearance of the Branch Infrastructure Equipment
(a)
(b)
With the exception of PIN Pads the standards for equipment livery to
be used within the Branch Infrastructure are defined in the CCD
entitled "Counter Hardware Design Specification” (BP/DES/003). The
standards for equipment livery for PIN Pads are defined in the CCD
entitled "PIN Pad Product Specification" (NB/PDN/010).
The procedures required to maintain the appearance of the Equipment
shall be minimal and capable of being undertaken by the local Branch
Users. It shall be comparable to the cleaning required of any desk-
based office computer system.
Health, Safety and Legal obligations
All Branch Infrastructure Equipment shall comply with the health, safety and
legal requirements set out in Schedule A4.
2.1.10 Equipment Environmental Considerations
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All Branch Infrastructure Equipment shall comply with the Equipment
environmental considerations set out in Schedule A4.
2.1.11 Demonstrations and marketing
Fujitsu Services shall provide the Branch Infrastructure which shall be required
to demonstrate and market the Business Capabilities to Clients and prospective
Clients. The Equipment that is required shall be set out in marketing plans as
agreed jointly between Post Office and Fujitsu Services from time to time, and
as agreed via the Change Control Procedure.
2.1.12 Branch Spares
(a) No serialisation of spares movements and individual equipment
locations will be maintained.
(b) Fujitsu Services will record the serial number of any Equipment at the
point of repair and monitor returns to enable multiple failures on single
pieces of equipment to be identified and ‘rogue’ units to be removed
from the spares loop.
(c) Any units returned as part of the spares loop may be cannibalised to
extend the economic life of spares.
(4) Equipment from Branch closures will be retained for spares unless
sctapped by mutual agreement.
(e) Any Old Style Mobile Configurations that are beyond economic repair
shall be replaced by New Style Mobile Configurations, where there are
no Old Style Mobile Configurations available in the spares loop.
2.1.13 New Branch Equipment
(a) Where an existing item of equipment needs to be replaced (if the
current equipment cannot be repaired economically or spares become
unavailable) with a different model, the replacement item will provide
equivalent functionality but may have visible differences including the
livery.
(b) Any new counter equipment will be agreed with Post Office, and be
subject to agreed levels of testing, including health and safety testing,
EMC testing and ergonomic testing. It is expected that such testing will
be commensurate with Post Office operating in a competitive
commercial business environment.
(c) Where a mixture of equipment models are used in the estate, it is
acceptable that a Branch can have more than one model type.
(4) Prior to the purchase of Branch Hardware by Fujitsu Services, Fujitsu
Services will provide sample Branch Hardware to Post Office to assist
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in ergonomic evaluation and health and safety checks that Post Office
may wish to carry out.
3. TECHNOLOGY REFRESH
3.1 Introduction
3.441
3.1.2
The Services, Service Levels and Charges have been agreed against certain
assumptions as to:
(a) the reliability of the Equipment; and
(b) Post Office's business plans, as they relate to the availability of
spares for the Equipment and the number of Counter Positions,
and the Parties have agreed that certain remedial actions may be taken should
those assumptions be likely to prove incorrect.
This paragraph 3 sets out the assumptions and the remedial actions.
3.2 Management of Equipment
3.2.4
3.2.2
No change shall be made to the specification of Equipment to be used within the
Branch Infrastructure without prior approval by Post Office. Post Office will not
unreasonably withhold its consent to a change in specification where
replacement Equipment of the same specification is no longer available at
reasonable cost within the UK.
The Equipment used within the Infrastructure shall be reviewed by Post Office
and Fujitsu Services at times reasonably agreed by them to assess whether the
most appropriate technology is deployed.
3.3 Assumptions
3.3.1
In relation to Services, Service Levels and Charges, the following assumptions
have been agreed:
(a) __ that the reductions in the number of Branches and Counter Positions
during the term of this Agreement will take place in accordance with
the table in Part 1 of Annex A of Schedule D1 (and consequently that
additional maintenance spares will be available to Fujitsu Services);
(b) that, over the period between the Amendment Date and completion of
HNG-X Project Workstream X4 (HNG-X Application Rollout), the Mean
Time Between Failures of each item of Equipment forming part of the
Branch Infrastructure (as calculated in accordance with the CCD
entitled "Calculating Mean Time Between Failure” (CS/PRO/149) will
not decline by more than twenty percent (20 per cent.); and
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3.3.2
3.3.3
3.3.4
3.3.5
3.3.6
(c) that, over the period between completion of HNG-X Project
Workstream X4 (HNG-X Application Rollout) and 31 March 2015, the
Mean Time Between Failures of each item of Equipment forming part
of the Branch Infrastructure (as calculated in accordance with the CCD
entitled "Calculating Mean Time Between Failure” (CS/PRO/149) and
after allowing for the Mean Time Between Failures to be re-baselined
on completion of HNG-X Project Workstream X4 (HNG-X Application
Rollout) in accordance with that CCD) will not decline by more than fifty
percent (50 per cent).
The Mean Time Between Failure of each item of Equipment forming part of the
Branch Infrastructure shall be calculated at the Amendment Date, in the case of
paragraph 3.3.1(b), and re-baselined on completion of HNG-X Project
Workstream X4 (HNG-X Application Rollout), in the case of paragraph 3.3.1(b),
in each case based on Equipment failure rate data for the preceding 12 months.
For the purpose of assessing the likelihood of the assumptions set out in
paragraphs 3.3.1(b) and 3.3.1(c) proving incorrect, Fujitsu Services shall
monitor Equipment failure rates using the methodology set out in and provide
monthly information to Post Office in accordance with the CCD entitled
"Calculating Mean Time Between Failure" (CS/PRO/149).
Fujitsu Services shall monitor the actual numbers of Branches and Counter
Positions in each year against the figure in Annex A of Part 1 of Schedule D1 for
that year for the purpose of assessing the likelihood of the assumption set out in
paragraph 3.3.1(a) proving incorrect and there being insufficient maintenance
spares.
If, at any time, the assessment of Fujitsu Services or Post Office is that any of
the assumptions set out in paragraph 3.3.1 is likely to prove incorrect it will
promptly report that assessment to the Service Management Relationship.
On receiving an assessment of the kind specified in paragraph 3.3.5, the Parties
shall meet to consider the assessment (including the period the Parties believe
the assumption is likely to continue to prove incorrect) and determine a remedial
plan (the "Remedial Plan"), which may include one or more of the following:
(a) replacement, at the expense of Post Office, of any or all of the
Equipment in the Branch Infrastructure;
(b) revision of the Charges in order to reflect the cost (including the
applicable margin for the Charges) to Fujitsu Services of replacing
and/or supporting any or all of the Equipment in the Branch
Infrastructure and the time period for which such revision will apply;
(©) revision of the Service Levels, obligations and responsibilities
(including any new obligations) to reflect the impact on the same of
the fact that gives rise to the assumption being incorrect (for example,
increased failure rate of Equipment) and the time period for which
such revision will apply;
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(d) decommissioning of items of Branch Equipment to make available
sufficient spares;
(e) closure of additional Counter Positions; and
0) a change to the assumptions set out in paragraph 3.3.1 to reflect the
impact of the Remedial Plan; and
@) a change to the table in Annex A of Part 1 of Schedule D1 to reflect
the impact of the Remedial Plan.
3.3.7 Any Remedial Plan shall be agreed using the Change Control Procedure and
either Party shall be entitled to raise a CCN or CR (as appropriate) accordingly.
Details of the Remedial Plan which are not reflected in changes to the
provisions of this Agreement shall be recorded in a CCD. Neither Party shall be
entitled unreasonably to withhold or delay its consent to a Remedial Plan.
3.4 Catastrophic failure
3.41
3.4.2
3.4.3
3.4.4
3.4.5
Fujitsu Services will, for the purpose of paragraph 3.3.2, carry out regular
monitoring of, and regularly report on, trends in the Mean Time Between
Failure of the items of Equipment in question to Post Office. In normal
circumstances, the variation between the measured trend and the assumed
trend for an item of Equipment will be sufficiently consistent over time to
allow a replacement programme (if that is necessary) to be developed and
cartied out in an economic manner as part of a planned and orderly routine.
It is possible, however, that an item of Equipment might, other than by
reason of an act or omission of Fujitsu Services, begin to fail in such
quantities that Fujitsu Services and Post Office reasonably consider that the
Equipment needs to be replaced or repaired outside the normal routine
(‘Catastrophic Failure’).
In the event of any Catastrophic Failure occurring, Fujitsu Services will promptly
report that fact to the Service Management Relationship.
Subject to paragraphs 3.4.4 and 3.4.5, the cost of replacement of a type of
Equipment which suffers Catastrophic Failure will be borne by Post Office.
Types of Equipment that are replaced by reason of Catastrophic Failure (and
the replacement Equipment) will continue to be taken into account in the
calculation of Mean Time Between Failure referred to in paragraphs 3.3.1(b)
and 3.3.1(c).
As an alternative to replacing a type of Equipment that has suffered
Catastrophic Failure, Post Office may request Fujitsu Services to cease to
provide or to modify Services which are affected by that Catastrophic Failure, in
Which case the provisions of paragraphs 3.3.6 and 3.3.7 shall apply.
In the case of the following items of Equipment:
(a) PC BIOS batteries; and
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(b) Flat screens,
the Charges assume that replacement items will be installed in the course of
normal engineer visits to Branches in response to Incidents as part of the
Engineering Services, there being no installation programme as such, and
should either of these items be subject to Catastrophic Failure the cost to be
bome by Post Office under paragraph 3.4.3 will only be the increased direct
costs and expenses reasonably incurred by Fujitsu Services in accelerating the
planned programme of replacement.
3.5 Interim Position
3.5.1
3.5.2
As from the date when an assumption set out in paragraph 3.3.1 proves
incorrect or a Catastrophic Failure occurs and until such time as the relevant
Remedial Plan has been agreed and fully implemented (or, in the case of
Catastrophic Failure the Equipment in question has been replaced throughout
the Branch Infrastructure) then, provided Fujitsu Services is not in breach of
Clause 15.2, Fujitsu Services shall:
(a) other than in respect of the Counter Availability SLT (once the Local
Allowance for the Counter Availability SLT has been adjusted) and
any liquidated damages payable in respect thereof, not be obliged to
achieve any Service Level (SLT, LDT or ARL) or pay liquidated
damages in respect of a failure thereof or perform any obligation to
the extent that that Service Level or obligation cannot reasonably be
achieved or performed as a result of that assumption proving incorrect
or the Catastrophic Failure occurring (as the case may be); and
(b) be entitled to recover from Post Office its reasonably incurred,
increased direct costs and expenses of performing obligations under
this Agreement to the extent that such increased direct cost and
expenses were the result of that assumption proving incorrect or the
Catastrophic Failure occurring (as the case may be). The principles
set out in the CCD entitled "Calculating Mean Time Between Failure”
(CS/PRO/149) shall apply in relation to the assessment of such costs.
Fujitsu Services shall use all reasonable endeavours to mitigate the amounts
payable by Post Office in accordance with paragraph 3.5.1(b) and shalll provide
a statement of such increased direct costs and expenses for approval by Post
Office, such approval not to be unreasonably withheld.
4. ASSOCIATED DOCUMENTS
44 The following CCDs are associated with this Schedule B3.4:
Document Reference Document Title
1 CS/PRO/149 Calculating Mean Time Between
Failure
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2 BP/DES/003 Counter Hardware Design
Specification
3 CS/IFS/003 Fujitsu Services/Post Office Ltd
Operational Business Change -
Branch, Interface Agreement
4 I NB/PDN/O10 PIN Pad Product Specification
5 IM/MAN/022 PIN Pad Technical Installation
Training Guide
4.2 The following CRDs are associated with this Schedule B3.4:
Document Reference Document Title
1 CS/SPE/013 Horizon System Branch
Consumables
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Version History
SCHEDULE B4.1
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of
signature of CCN 1200
2.0 25/01/07 Baseline copy of 1.4
3.0 09/07/07 Baseline copy of 2.1
4.0 23/02/09 Baseline copy of 3.1
6.0 15/06/09 Moving all schedules to V6.0 as
agreed with Fujitsu
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SCHEDULE B4.1
LICENCES
HORIZON THIRD PARTY SOFTWARE
Table 1 below lists Horizon Third Party Software provided for operational use by End
Users in accordance with the applicable provisions of Clause 30 of this Agreement.
Table 1: Horizon Third Party Software
Description and Product
Name
Office Platform Service
“Windows NT
Workstation”
“Riposte”
Auditor access to TMS
Scope & purpose
Operating system
Riposte desktop,
messaging and journal
systems.
To provide auditor access
to TMS journal records.
Class
Horizon Third Party
Software
(Microsoft)
Horizon Third Party
Software (An Post/Escher)
Horizon Third Party
Software (An Post/Escher)
& Fujitsu Services’
Software.
WebRiposte
‘An enhanced version of
Riposte providing
additional services based
upon web-enabled
functionality.
Right to use granted to
Post Office in accordance
with paragraph 2 of this
Schedule B4.1.
Asset Manager
Framework
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‘Acomponent of Riposte
providing mechanisms for
managing financial
information and accessing
transaction data.
A bespoke set of software
components facilitating
the development of
Horizon financial
transactions.
Right to use granted to
Post Office in accordance
with paragraph 2 of this
Schedule B4.1.
Right to use granted to
Post Office in accordance
with paragraph 2 of this
Schedule B4.1.
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Description and Product
Name
Scope & purpose
Class
Hypercom PIN Pad
Software
Mails Product
The software used to
support the operation of
PIN Pads.
Escher Mails product
(version 3.3) allows the
introduction of country
specific services and
charges and the future
implementation of size
based pricing for non-
standard letters and
packets, including track
and trace facilities.
Horizon Third Party
Software (Hypercom)..
Right to use granted to.
Post Office in accordance
with paragraph 2 of this
Schedule B4.1.
Geller Touch v8.10.12
PC Anywhere v.11
Lexcel Test System
Network Enterprise
Licence
Retail sales application for
use by Post Office on the
PostShop Branch
Infrastructure.
Communication software
for use on the PostShop
Branch Infrastructure.
The software used to
emulate Alliance &
Leicester, LINK and
CAPO within the testing
environment.
Horizon Third Party
Software.
Licensed to Post Office by
the third party licensor,
subject to and solely,
notwithstanding anything to
the contrary in Clause 30 of
this Agreement, on the
basis of the licensor’s
standard terms.
Horizon Third Party
Software for use by Post
Office.
(Lexcel)
Table 2 below lists the software which Post Office sub-licenses or grants rights to use to
Fujitsu Services in accordance with Clause 31 of this Agreement.
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Table 2: Software provided by Post Office
Original supplier Purpose and Sub-licence (SL) Any additional
and Software applicable or right to use restrictions on the
product name Service (RTU) sub-licence
Siemens Metering I Smart card SL There is no right to
Lid security capable of modify the
being executed on Software.
Name: “SML a personal
Software” computer The specific sub-
operating Windows licensing terms and
Version numbers 95 or Windows NT. conditions including
for the SML any further
Software will Automated restrictions are
initially be agreed I Payment Service specified in the
between the for Quantum and CCD entitled
parties and may be I SPM smart cards. “Software Sub-
amended from licence for Smart
time to time in Card Security
accordance with Software” (ICL
the CCD entitled Pathway reference
“Software Sub- AP/DOC/004)
licence for Smart
Card Security
Software" (ICL
Pathway reference
AP/DOC/004).
QAS Limited Provides name RTU The specific terms
and address and conditions
Name: capture, recodes including any further
“QuickAddress postcodes, rights and
Name Tracer”
performs name
validation and
keyword searching
= for integration
into Horizon
Applications such
as the Mails
Application and
APS.
restrictions are
specified in the
CCD entitled "QAS
Software Right to
Use and Data Sub-
Licence”
(SU/CON/038)
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Original supplier © Purpose and Sub-licence (SL) Any additional
and Software applicable or right to use restrictions on the
product name Service (RTU) sub-licence
QAS Limited Provides validation
of proof of address
Name: documents,
“QuickAddress address validation
Validator” and fraud
prevention — for
integration into
Horizon
Applications such
as Mails and APS.
QAS Limited As “QuickAddress
Name Tracer"
Name: above but using
“QuickAddress Pro I Welsh postal
with Welsh PAF” address data
SAP UK Limited I Purpose: RTU The specific terms
Facilitates and and conditions
mySAP.com supports the including any further
Solution Suite configuration of rights and
version 4.7 and Configured POL restrictions are
SAP NetWeaver I FS by Post Office specified in the
Master Data ora third party on CCD entitled: “SAP
Management behalf of Post Software Right to
version 3.0 (and Office
any updates to or Use and
Service: POL FS. Maintenance
new versions
thereof provided
by Post Office for
use by Fujitsu
Services)
Services
Agreement for
Fujitsu Services”
(CF/CON/001)
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CONFIDENTIAL
Original supplier © Purpose and Sub-licence (SL) Any additional
and Software applicable or right to use restrictions on the
product name Service (RTU) sub-licence
RTU The specific terms
SAP UK Limited I Purpose: the
database engine
Name: DB for SAP I used in
versions 9.2.04 conjunetion with
and 9.2.05 (and the SAP Software
any updates to or
new versions Service: POL FS
thereof provided I Service
by Post Office for
use by Fujitsu
Services)
and conditions
including any further
rights and
restrictions are
specified in the
CCD entitled: "SAP
Software Right to
Use and
Maintenance
Agreement for
Fujitsu Services”
(CF/CON/001)
1.3 Table 2A below lists the Third Party Data that Post Office sub-licenses to Fujitsu
Services in accordance with Clause 31 to this Agreement.
Table 2A.
Data source and data Purpose and applicable Any additional
product name Service/Application restrictions on the
sub-licence
CACI Limited Purpose: Subject to agreement The specific terms
under the Change Control and conditions
Name: “Electoral Roll Procedure, data used to identify including any rights
Database” names associated with address and restrictions are
details specified in the CCD
Application
Application: PAF Calling
Royal Mail Purpose: Data used to validate
postcodes and identify/confirm
Name: “PAF” address details.
Application
Application: PAF Calling
entitled “QAS
Software Right to Use
and Data Sub-
Licence”
(SU/CON/036)
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2. ESCHER UPGRADE SOFTWARE
24 General
244
This paragraph 2 specifies the terms on which the Escher Upgrade Software
may be used by Post Office and Escher Software Users in connection with the
Existing Services. Such rights of use shall cease upon the occurrence of
Trigger Point Té (Counter Application Rollout Complete).
2.2 Terms of Use
2.21
2.2.2
2.2.3
Page 7 of 13
Fujitsu Services grants to Post Office and to all Escher Software Users from
time to time (together with Post Office the “Licensed Persons") a right to use
and (for the purposes only of loading, execution, storage, transmission or
display) copy the Escher Upgrade Software to the extent necessary for the
Licensed Persons to receive the Existing Services in connection with the
system known as “Horizon” currently in use by Post Office and as upgraded by
the Escher Upgrade Software.
Fujitsu Services warrants that it has the tight to grant the rights stated to be
granted by it under paragraph 2 of this Schedule B4.1 and that it has the right to
make such back-up copies of the Escher Upgrade Software as are reasonably
necessary for the provision of the Services.
The rights granted by paragraph 2.2.1 of this Schedule B4.1 are subject to the
following conditions:
2.2.3.1 Post Office shall notify Fujitsu Services of all actual or threatened
breaches of Escher’s trade secret, patent, copyright, and other
ownership rights in the Escher Upgrade Software of which it becomes
aware and shall use reasonable endeavours to provide Fujitsu Services
with assistance as may be reasonably requested by Fujitsu Services in
relation to the prevention and/or challenge of such actual or threatened
breaches.
2.2.3.2 Notwithstanding paragraph 2.2.3.1 of this Schedule B4.1, Post Office
may at its absolute discretion notify Escher directly of such actual or
threatened breach in addition to notifying Fujitsu Services.
2.2.3.3 All use of the Escher Upgrade Software by Post Office and/or Escher
Software Users shall take place within the United Kingdom or its
territories.
2.2.3.4 On termination of this Agreement, provided such termination occurs
prior to Trigger Point T6 (Counter Application Rollout Complete), Fujitsu
Services shall at Post Office’s request procure the direct licence of the
Escher Upgrade Software to either Post Office or a replacement for
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2.3
24
2.5
2.6
Fujitsu Services appointed by Post Office (as Post Office requests) at
no charge and on substantially the same terms as the Existing
Licences. The obligations of Fujitsu Services and the rights of Post
Office under this paragraph 2.2.3.4 shall survive termination of this
Agreement.
2.2.3.5 Post Office's rights granted by Fujitsu Services by paragraph 2.2.1 of
this Schedule B4.1 shall terminate upon the grant of a direct licence in
accordance with paragraph 2.2.3.4 of this Schedule B4.1.
2.2.3.6 Save to the extent required under English law, the rights granted by
paragraph 2.2.1 of this Schedule B4.1 shall not be construed so as to
allow Post Office to modify, reverse engineer, disassemble or reverse
compile the Escher Upgrade Software or take any other action to
disclose Escher’s source code. To the extent that Post Office is
permitted by law to take such action for interoperability or otherwise,
such reverse engineering or related activity shall be limited to the
minimum amount required and may not be undertaken unless Fujitsu
Services has refused or is unable to make or procure such adaptations
after Post Office requests that it do so. Fujitsu Services shall be
entitled, subject to the prior approval of Post Office, to charge Post
Office its reasonable costs for making and/or procuring such
adaptations as Fujitsu Services makes or procures and Post Office shall
pay such charges.
Intellectual property tights
Post Office and Fujitsu Services each agree that Escher’s copyright legend shall be
displayed on all software and associated documentation and media under their
respective control in a manner consistent with the CCD entitled “Horizon Office Platform
Service Style Guide”, reference SD/STD/001.
Confidentiality
The provisions of paragraph 2.2 of Schedule C3 shall apply.
Breach
The provisions of paragraph 2.3 of Schedule C3 shalll apply.
Termination
The provisions of paragraph 2.4 of Schedule C3 shall apply.
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3. LISTED DOCUMENTATION
3.1 Purpose
3.1.1. This paragraph 3 lists the Listed Documentation which Fujitsu Services shall
license to Post Office under the provisions of Clause 30.1.
3.1.2 Any copying in part or modification of the Listed Documentation which Post
Office is allowed to cary out under Clause 30.1 shall be solely to enable the
presentation
of information to different groups of readers and shall not materially
change or misrepresent the meaning of information set out in the Listed
Documentation.
Table 3: Listed Documentation
Reference Document
SD/DES/005 Horizon OPS Reports and Receipts - Post Office Account Horizon
Office Platform Service
SD/STD/001 Horizon Office Platform Service Style Guide
RS/FSP/001 Security Functional Specification
CR/FSP/004 Service Architecture Design Document
Various TMS Technical Documentation, including (without limitation):
Generalised API for OPS/TMS Technical Design Standard
(TD/STD/004) (excluding its Appendices, to the extent that such
use, copying (in whole or in part) and/or modification thereof is
regulated, restricted or prohibited by any confidentiality restrictions
in force from time to time between the parties); and
TMS Architecture Specification TD/ARC/029.
BP/TRN/OO1 Training and User Awareness Baseline Document
BP/DES/003 Counter Hardware Design Specification
Various Post Office Site Failure Contingency Procedures
Various Release Contents Description for each Release
PA/STR/003 Pathway Release Policy
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Reference Document
Various AP Client Specifications
CS/SIP/002 Business Continuity Framework
RS/POL/002 —_I Horizon Security Policy
CS/PRP/001 Counter Transaction Performance — Measurement and
Benchmarking
CS/PRO/11 TPS Reconciliation and Incident Management
PA/PER/033 Horizon Capacity Management and Business Volumes
CS/PRO/128 I APS Reconciliation and Incident Management
CS/SPE/011 Network Banking End to End Reconciliation Reporting
NB/PRO/002 I On Line Services Reconciliation & Incident Management
CS/PER/046 I Counter Transaction Time Performance- Measurement and
Results
TD/ARC/030 I OPS Architecture Specification
TINFS/008 Horizon to Post Office Technical Interface Specification
CS/IFS/003 Fujitsu Services/Post Office Ltd Operational Business Change —
Branch, Interface Agreement
CRIFSP/006 I Audit Trail Functional Specification
VWSTR/064 Testing Approach for the Horizon System
CS/PRD/058 I Fujitsu Services / Post Office Ltd Interface Agreement for
Operational Business Change - Reference Data
NB/ACS/002 I NBS Testing Specifications
NB/ACS/001 NBS Testing Plan
Various All Processes and Procedures Descriptions (PPDs)
NB/PDNio10 —_I PIN Pad Product Specification
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Reference Document
NB/SPE/003 Network Banking: Counter Dialogue - Activity & Screen Flows
6.1
IM/MAN/022 PIN Pad Technical Installation Training Guide
CS/SER/027 PostShop Service Description
BD/REP/006 Geller EPOS Site Preparation Guidelines
BD/REP/007 PostShop Data Centre Security & Resilience
CF/CON/001 SAP Software Right to Use and Maintenance Agreement for
Fujitsu Services
SPECIALLY WRITTEN SOFTWARE
Specially Written Software shall include, without limitation, all software identified as such
in the CCD entitled ‘Transfer Asset Register’ (COM/MGT/REP/0001). The Commercial
Relationship may decide to add original software to the list of Specially Written Software
in the Transfer Asset Register from time to time and in any case shall consider whether
any software should be added to that list at least once each year.
SPECIALLY WRITTEN DOCUMENTATION
Specially Written Documentation shall include, without limitation, all Documentation
identified as such in the CCD entitled "Transfer Asset Register’ (COM/MGT/REP/0001).
The Commercial Relationship may decide to add documentation to the list of Specially
Written Documentation in the Transfer Asset Register from time to time and in any case
shall consider whether any documentation should be added to that list at least once
each year.
ASSOCIATED DOCUMENTS
The following CCDs are associated with this Schedule B4.1:
Document Reference Document Title
AP/DOC/004 Software Sub-licence for Smart Card Security
Software
CFICONIOO1 SAP Software Right to Use and Maintenance
Agreement for Fujitsu Services”
COM/MGT/REP/0001 Transfer Asset Register
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Document Reference Document Title
4 I SUICONI036 QAS Software Right to Use and Data Sub-
Licence
3 I SDIDES/005 Horizon OPS Reports and Receipts - Post
Office Account Horizon Office Platform
Service
G SD/STD/O01 Horizon Office Platform Service Style Guide
7 RS/FSP/001 Security Functional Specification
8 Not Used.
9 I TD/STD/004 Generalised API for OPS/TMS Technical
Design Standard
10 I TO/ARC/029 TMS Architecture Specification
11 I BP/DES/003 Counter Hardware Design Specification
12 I CS/SIP/o02 Business Continuity Framework
13 I RS/POL/002 Horizon Security Policy
14 I Not Used
15 I CSIPROMTI TPS Reconciliation and Incident Management
16 I PAPER/033 Horizon Capacity Management and Business
Volumes
17 I CS/PROM128 APS Reconciliation and Incident Management
18 I CS/ISPE/O1T Network Banking End to End Reconciliation
Reporting
19 I NB/PRO/002 On Line Services Reconciliation & Incident
Management
20 I Not Used
21 I NotUsed
22 I TIIFS/008 Horizon to Post Office Technical Interface
Specification
23 I NotUsed
24 I CS/IFS/003 Fujitsu Services/Post Office Ltd Operational
Business Change - Branch, Interface
Agreement
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Document Reference Document Title
25 I CRIFSP/006 Audit Trail Functional Specification
26 I V/STRIO64 Testing Approach for the Horizon System
27 CS/PRD/058 Fujitsu Services / Post Office Ltd Interface
Agreement for Operational Business Change
- Reference Data
28 I NBIPDNIO10 PIN Pad Product Specification
29 I NBISPE/003 Network Banking Counter Dialogue - Activity
& Screen Flows
30 IM/MAN/022 PIN Pad Technical Installation Training Guide
31 I CS/SER/027 PostShop Service Description
32 BD/REP/006 Geller EPOS Site Preparation Guidelines
33 I BD/REP/007 PostShop Data Centre Security & Resilience
34 PA/STR/003 Pathway Release Policy
6.2 There are no CRDs associated with this Schedule B4.1.
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SCHEDULE B4.2
EXISTING APPLICATIONS
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of
signature of CCN 1200
2.0 25/01/07 Baseline copy of 1.4
4.0 14/04/08 Baseline copy of v2.1
5.0 23/02/09 Baseline copy of 4.1
6.0 15/06/09 Moving all schedules to V6.0
as agreed with Fujitsu
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SCHEDULE B4.2
EXISTING APPLICATIONS
1. INTRODUCTION
1.1. This Schedule records and specifies the existing Horizon Applications used by Fujitsu
24
Services to provide the Services to Post Office from the Amendment Date until Trigger
Point T5 (Data Centre Ready for HNG-X).
Fujitsu Services shall operate and maintain each Horizon Application listed in
paragraphs 2 and 4 in accordance with the terms of this Agreement, the relevant
specifications for each Horizon Application as set out in this Schedule, all CCDs
relevant to an Horizon Application as referred to in this Schedule and all Service Levels
relevant to an Horizon Application as set out in Schedule B4.4 and Schedule C1 to this
Agreement.
Fujitsu Services will be invited to bid for future developments to Horizon Applications in
accordance with the terms of Schedule B1.1.
The functionality and interfaces of each Horizon Application are defined in the CCDs
indicated to relate to an Horizon Application in the column headed “Horizon Application”
in Table A below and the CCDs indicated to relate to that Horizon Application in the CCD
entitled “Post Office Contract Controlled and Contract Referenced Document List”
(COM/CUS/SPE/0001).
Horizon Application software installed in those Branches and Admin Positions which do
not have a network connection point shall not be kept up to date with new Releases
other than in accordance with paragraph 7.4 of Schedule D1.
HIGH LEVEL DESCRIPTION OF EXISTING APPLICATIONS
EPOSS
2.1.1. EPOSS is an electronic point of sale service application which provides the
following functions:
(a) on all Counter Positions in all Branches and Other Authorised
Locations:
() facilities to Counter Clerks in support of Transactions with
Customers;
(i) a “til” function; and
(ii) a framework within which other applications can be invoked to
support specialised Transactions within a Customer Session;
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2.1.2
2.2 APS
Page 3 of 32
(b) to Users within Branches including:
@ stock balancing;
(i) Branch cash accounting;
(ii) production of Client summaries; and
(iv) User administration tasks;
(c) transfer of data to Post Office systems and services outside the Horizon
Service Infrastructure; and
(d) management information reporting.
EPOSS is implemented with the following major functional components:
(a) EPOSS running on every Counter Position;
(b) TMS Agent applications running on the Data Centre servers; and
(c) _ host database applications running in the Data Centres.
EPOSS records Transactions to the Riposte message store. These are
replicated by Riposte to the message stores on file servers at the Data Centres.
The TMS Agents extract and reformat Transaction data and present it for further
analysis, summatisation and forwarding by the host database application.
Cash, cheque and voucher methods of payment are handled by EPOSS. For
payment using a debit card, EPOSS (from the settlement menu) initiates Debit
Card to obtain authorisation of payment.
APS is a genetic application that enables Post Office to provide a range of bill
payment and pre-payment services to the customers of many Post Office
Clients. APS provides transaction facilities at the counter, integrated into
Customer Sessions using facilities provided by EPOSS. APS also supports
transfer of data to and from Post Office Client systems and Post Office systems.
APS is available at all Counter Positions in all Branches.
APS supports a range of advanced data capture facilities (the "AP-ADC
Facility") which are controlled and constrained by Post Office Reference Data.
These facilities extend the capabilities of APS and provide support for:
(a) product selection mechanisms using picklists;
(b) a range of data capture and validation routines;
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2.2.3
2.2.4
2.2.5
2.2.6
Page 4 of 32
(c) access to the PAF Facility, APOP Facility, DVLA POME and such other
specific external applications as the Parties may agree under the
Change Control Procedure; and
(d) the use of print templates in support of customised receipt and slip print
layouts.
The production of Reference Data by Post Office to make use of the AP-ADC
Facility shall be in accordance with and subject to the provisions of the CCD
entitled “AP-ADC Reference Manual” (AP/MAN/002).
APS supports the following range of Tokens conforming to the standards in the
relevant CCDs:
(a) magnetic stripe cards;
(b) bar coded documents; and
(c) Smart Tokens comprising:
() Quantum token;
(ii) Watercard token; and
(ii) Talexus (developed but not deployed in accordance with the
terms of CCN 798).
APS supports the use of desktop buttons, which may be specified as being
equivalent to a manually entered AP barcode Token.
APS is implemented with the following major functional components:
(a) APS running on every Counter Position;
(b) APS agents running on Data Centre servers;
(c) host database application in the Data Centre; and
(4) file transfer capabilities provided by the Horizon Central Infrastructure.
As referred to in paragraph 2.2.2 (c), APS supports access to DVLA POME for
the purpose of vehicle re-licensing Transactions only. DVLA POME is the Driver
Vehicle and Licensing Agency (DVLA) and Post Office MOT enquiry service
which is based on systems that are external to the Horizon Service
Infrastructure. The AP-ADC Facility will perform online interactions with DVLA
POME during a vehicle re-licensing Transaction, Such interaction will take
place via the DVLA On-line Link. Information concerning MOT status and
vehicle excise duty as well as other supporting data will be retrieved during the
course of such on-line interaction, as specified by Post Office Reference Data
for the purposes of the re-licensing Transaction, The interaction with DVLA
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2.2.7
2.2.8
2.2.9
2.2.10
Page 5 of 32
POME may be configured to deal with scenarios where no response is received
from DVLA POME within designated time periods.
APS handles interaction with customer Tokens and records Transactions in the
Riposte message store, It also passes Transaction details to EPOSS for
incorporation into a Customer Session. Transaction data is replicated by
Riposte to the message stores on file servers at the Data Centres. The APS
agents extract and reformat transaction data and present it for further analysis,
summatisation and forwarding by the host database application.
The clients and tokens supported by APS are referred to in the CCD entitled
“Automated Payments System Client List” (BP/DOC/008). Specific payments
and the AP Transactions which support them conform to the relevant AP Client
Specification, which in turn references the CCD entitled “POCL Automated
Payments Generic Rules” (BP/DOC/014) and appropriate Token Technology
Specification(s). Data is transferred to AP Clients in accordance with the
appropriate AIS. Such transfer will either be direct to the AP Client in
accordance with the relevant automated payment client specification or via the
EDG in accordance with the CCD entitled “Automated Payments Interface
Specification - EDG / DES” (CR/IFS/002).
APS supports the receipt of data from Clients, typically comprising tariff data, as.
specified in the relevant AIS specified in the CCD entitled “Post Office Contract
Controlled and Contract Referenced Document List” (COM/CUS/SPE/0001).
This data will be distributed to APS.
Post Office will be responsible for:
(a) the design and development of new AP Transactions that use the AP-
ADC Facility;
(b) (save to the extent that Fujitsu Services is required to facilitate testing of
Post Office Reference Data in accordance with the CCD entitled “Fujitsu
Services / Post Office Ltd Interface Agreement for Operational Business
Change - Reference Data" (CS/PRD/058)) ensuring that Post Office
Reference Data, intended to introduce those new Transactions,
functions correctly within the Horizon Service Infrastructure (in
accordance with any applicable Reference Data rules) and has the
desired business effect; and
(c) defining receipts (for all AP Transactions that use the AP-ADC Facility)
that contain sufficient information to allow manual recovery of a subset
of the transaction data following a system failure, to the extent that such
manual data recovery is required by Post Office.
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2.3 APOP Facility
2.3.1
2.3.2
2.3.3
Page 6 of 32
The APOP Facility is a set of components that support the creation of APOP
Services. Each business application that makes use of the APOP Facility will
be segmented into its own APOP Service.
The components of APOP are as follows:
(a)
(a)
a
(k)
an APOP database which stores details of Transaction Vouchers and
the actions that have been performed on a Transaction Voucher by
each APOP transaction;
an APOP authorisation service which processes APOP transactions by
applying the rules defined in the APOP Service Definition for the APOP
Service;
an APOP branch service that processes APOP on-line transactions
initiated from an AP-ADC counter Transaction using the APOP
authorisation service referred to in paragraph 2.3.2 (b);
an APOP batch service which will send/receive batch files to/from the
EDG/DES and process APOP batch transactions using the APOP
authorisation service referred to in paragraph 2.3.2 (b);
an APOP administration service that will process APOP on-line
transactions initiated from an APOP Administration Workstation using
the APOP authorisation service referred to in paragraph 2.3.2 (b).
Transactions will be routed to the APOP authorisation service by a web
server;
an APOP reporting service that will process APOP transactions to
extracts records from the APOP database using the APOP authorisation
service referred to in paragraph 2.3.2 (b);
an APOP housekeeping service that will process time-driven event
APOP transactions using the APOP authorisation service referred to in
paragraph 2.3.2 (b);
an APOP archiving service that archives data from the APOP database;
a web service to route APOP on-line counter transactions to the APOP
database for the APOP Service;
templates for the counter and branch receipts; and
templates for the office counter weekly and office weekly reports.
An APOP Service comprises at least the elements set out in paragraphs 2.3.2
(¢), (i), @), and (k).
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2.3.4
2.3.5
2.3.6
24 LFS
2.41
2.4.2
Page 7 of 32
The production of Reference Data by Post Office to make use of the APOP
Facility shall be in accordance with and subject to the provisions of the CCD
entitled "APOP Authorisation Service Reference Manual" (AP/MAN/004).
The CCDs entitled “APOP Definition" (BP/SPE/046) and “Fujitsu Services /
Post Office Ltd Interface Agreement for Operational Business Change -
Reference Data” (CS/PRD/058) set out the rules that shall apply in
determining whether the Post Office is required to request a Work Package in
respect of introducing additional APOP Services/AP Transactions using the
APOP Facility and/or modifying an existing APOP Service. Where so required
by the provisions of either of those CCDs, Post Office shall request a Work
Package for the introduction and/or modification (as applicable) of such
services/transactions.
Post Office shall be responsible for:
(a) the design and development of new AP Transactions that use the APOP
Facility;
(b) (save to the extent that Fujitsu Services is required to facilitate testing of
Post Office Reference Data in accordance with the CCD entitled "Fujitsu
Services / Post Office Ltd Interface Agreement for Operational Business
Change - Reference Data" (CS/PRD/058)) ensuring that Post Office
Reference Data, intended to introduce those new Transactions,
functions correctly within the Horizon Service Infrastructure (in
accordance with any applicable Reference Data rules) and has the
desired business effect;
(c) defining receipts (for all AP Transactions that use the APOP Facility)
that contain sufficient information to allow manual recovery of a subset
of the Transaction data following a system failure, to the extent that
such manual data recovery is required by Post Office;
(4) transforming incoming data files into standard APOP format according
to the APOP Interface Specifications for live purposes; and
(e) generating required reports from extract files generated by APOP,
according to the APOP Interface Specifications for live purposes.
The LFS application provides an interface between Branches and the Post
Office's Advanced Distribution System (SAP/ADS) and is at all Branches.
LFS captures data from Branches for onward transmission to SAP/ADS. Such
data includes cash, outward Remittances including confirmation of SAP/ADS
pouch collection and confirmation of SAP/ADS pouch receipt at the Branch.
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2.4.3 LFS transmits planned orders and replenishment deliveries, created by
SAPADS, to Branches.
2.4.4 LFS includes the following functional components:
(a)
(i)
(iii)
LFS Branch application. This is present on all Counter Positions
at all Branches. It provides:
screen dialogues for inputting relevant data which are written to
the Riposte message store;
facilities for scanning bar coded labels to monitor movement of
cash and stock bags and pouches into and out of the Branch.
Data captured from these bar codes are written to the Riposte
message store; and
a facility for viewing specialised messages originated by
SAP/ADS and transmitted to the Branch; and
LFS Data Centre application provides an interface to SAP/ADS
for the exchange of batch data, and manages the forwarding to,
and receipt from, Branches of that data. Data created in
Branches is extracted from the Riposte message stores by
agent applications.
2.4.5 LFS is implemented with the following major functional components:
(a)
()
(c)
()
25 Message Broadcast
LFS running on every Counter Position;
LFS agents running on Data Centre servers;
host database application in the Data Centre; and
file transfer capabilities provided by the Horizon Central
Infrastructure.
2.5.1 The Message Broadcast (“MBS”) application provides a mechanism for
transmitting plain text messages to all Branches or to Branches specified in a
list.
2.5.2 MBS comprises:
(a) MBS Branch application, which provides facilities for managing
messages received, presenting available messages for selection by
Users, displaying messages on the Counter Position screen and
printing them to the back-office printer. This is available at all Counter
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Positions in all Branches (but messages can only be received at
locations with a data communications link); and
(b) MBS Data Centre application, which provides facilities for creating
messages by text input (including copying text from other electronic
documents including emails received by Fujitsu Services from Post
Office) and distributing them to Branches.
2.5.3 MBSis implemented with the following major functional components:
2.6 NBS
2.6.2
Page 9 of 32
(a) MBS running on every Counter Position; and
(b) MBS agents running on Data Centre servers.
The NBS application supports transaction of banking business in Branches. It
is installed at all Counter Positions in all Branches, but requires an operational
data communications link in order to process Transactions. NBS is invoked
from EPOSS either by:
(a) a card swipe (or input of card details) where EMV functionality is not
supported in respect of that card; or
(b) a Customer inserting his or her card into the chip card reader in a PIN
Pad where such card supports EMV functionality,
while in serve customer mode other than at the settlement menu. The following
Transaction types are supported:
() cash deposit;
(i) cash withdrawal;
(ii) balance enquiry;
(iv) withdraw limit;
(v) change of PIN at PIN Pad; and
(vi) cheque deposit.
NBS has the following functional components:
(a) NBS manages reading of data from magnetic stripe bank cards and
EMV chip cards, presentation of screen dialogues to the User and User
data input, input of PIN numbers by customers, and printing of receipts.
It also integrates the banking Transactions into an EPOSS Customer
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2.6.3
Session. NBS writes data to a message store, including “immediate”
messages to initiate message exchange with the Bank systems;
(b) NB Authorisation Agent applications run on servers at the Data Centres.
Such servers harvest relevant “immediate” and standard messages.
Messages between the Counter Position and the Bank systems are
brokered by the agent application. Standard messages are harvested
by the agents and summarised and forwarded to the Horizon
Reconciliation Facility; and
() the Reconciliation Horizon Application as used by NBS receives data
from the NB Authorisation Agents and from Bank systems and prepares
reports reconciling these data streams and identifying reconciliation
exceptions for investigation and corrective action.
NBS also supports the Transaction Enquity Service by passing NB Requests,
NB Authorisation, NB Confirmations and reversals (where applicable to NBS)
from the persistent store to the Transaction Enquiry Service from where they
are available for query using TESQA.
2.7 Reference Data Management Application
274
2.7.2
2.7.3
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The Reference Data Management Application is a database application running
in the Data Centre. It receives Reference Data from the Post Office Reference
Data System in accordance with the CCD entitled “Application Interface
Specification Reference Data to Pathway for CSR+” (BP/IFS/011). It also
provides facilities for the manual input of data by Fujitsu Services’ personnel
and incorporation of system generated data from other parts of the Horizon
Service Infrastructure.
Reference Data from Post Office Reference Data System is delivered in
separately identifiable change instructions and loaded into Fujitsu Services’
Reference Data Management Centre. These change instructions are then
made available to a daily extract process when correct authorisation for each
request is received from Post Office. Details regarding the delivery and
authorisation of Reference Data are given in the following CCDs:
(a) for products, “Fujitsu Services / Post Office Ltd Interface Agreement for
Operational Business Change - Reference Data” (CS/PRD/058); and
(b) for Branches, “Fujitsu Services/Post Office Ltd Operational Business
Change — Branch, Interface Agreement” (CS/IFS/003).
Reference Data Management Horizon Application is implemented with the
following major functional components:
(a) Reference Data management agents running on Data Centre servers;
(b) host database application in the Data Centre; and
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(c) file transfer capabilities provided by the Horizon Central Infrastructure.
2.7.4 Reference Data Management Application provides facilities for version control
2.7.5
2.7.6
of Reference Data including start and end dates for its validity. It manages
distribution of Reference Data to Branches via the Horizon Service
Infrastructure.
Reference Data Management Application provides data used by alll the other
Initial Horizon Applications and has the potential to extend this to additional
Horizon Applications running on the Horizon Service Infrastructure.
Reference Data Management Application shall check Reference Data
consistency and report exceptions.
28 Horizon Audit Facilities
2.8.1
2.8.2
2.8.3
2.8.4
2.8.5
The Horizon Audit Facilities provide the mechanisms to record and maintain an
audit trail of Transactions and events according to the CCD entitled “Audit Trail
Functional Specification” (CR/FSP/006).
The Horizon Audit Facilities enable the recording of an operational audit trail
and a commercial audit trail as such terms are referred to in the CCD entitled
“Audit Trail Functional Specification” (CR/FSP/006). These comprise the audit
trail associated with the operation of the Horizon Applications operated by
Fujitsu Services, and the audit trail of that part of Fujitsu Services’ internal
commercial records to which Post Office's internal auditors or agents have
access, as set out in Schedule DS.
Data within the operational audit trail will be retained for 18 months, although
the set of records associated with a Transaction Voucher transacted by an
APOP Service and transaction data in the TMS journal, including data relating
to NBS and Debit Card will be retained for seven years.
Data within the commercial audit trail will be retained for seven years, although
some data will be retained for the term of the Agreement which may be longer.
Access to audit trail data is provided to authorised Post Office personnel either
by interactive access or through a set of standard reports.
29 Horizon Reconciliation Facilities
2.9.1
2.9.2
Page 11 of 32
The Horizon Reconciliation Facilities comprise a set of applications which will
support Post Office in effecting reconciliation between itself, its Clients and third
parties. These facilities will also support the reconciliation of accounting
transaction data processed at a Counter Position with the details passed to the
Post Office.
The Horizon Reconciliation Facilities support the reconciliation of Transactions
carried out using APS, EPOSS, NBS and Debit Card.
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2.9.3
Reports will be produced and provided to Post Office and Horizon
Reconciliation Facilities will be supported by the processes specified in the set
of CCDs referenced under “Reconciliation” for a particular Horizon Application in
the CCD entitled “Post Office Contract Controlled and Contract Referenced
Document List’ (COM/CUS/SPE/0001).
2.10 Debit Card
2.10.1
2.10.2
Page 12 of 32
The Debit Card application supports Transaction of Debit Card payments in
Branches. Itis installed at all Counter Positions in all Branches, but requires an
operational data communications link in order to process Transactions. Debit
Card can be invoked from EPOSS either by:
(a) a card swipe (or input of card details) it EMV functionality is not
supported in respect of that card; or
(b) a Customer inserting his or her card into the chip card reader in a PIN
Pad where such card supports EMV functionality,
when EPOSS is at the settlement menu. The following Transaction types are
supported:
() Debit Card purchase;
(i) Debit Card Refund; and
(iii) explicit Reversal (as defined in the CCD entitled “Debit Card MoP
Functional Description” (EF/SER/001)).
Debit Card has the following functional components:
(a) Debit Card manages reading of data from magnetic stripe debit cards
and EMV chip cards, presentation of screen dialogues to the User and
User data input, and printing of receipts. It also integrates the DC
Transactions into an EPOSS customer session. Debit Card writes data
to a message store, including ‘immediate’ messages to initiate
message exchange with the Data Centre, and onwards to the Merchant
Acquirer; and
(b) the DC Authorisation Agents run on servers at the Data Centres. Such
servers harvest relevant “immediate” and standard messages.
Messages between the Counter Position and the Merchant Acquirer are
brokered by the agent application. Standard messages are harvested
by the agents and summarised and forwarded to the Reconciliation
Horizon Application.
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3. ADDING NEW APPLICATIONS
3.1. When a new application is to be added under the Change Control Procedure, the
following actions shall be completed:
3.441
3.1.2
3.1.3
a high-level description of the application shall be incorporated into paragraph 4
of this Schedule;
the relevant Schedules to this Agreement shall be updated to record the new
application, including:
(a) Schedule 1 (Interpretation);
(vb) Schedule B4.4 and C1 (Service Levels and Remedies);
(c) Schedule AS (Post Office Responsibilities);
(4) this Schedule B4.2 (Existing Applications), and
other Schedules to this Agreement as relevant.
the following CCDs shall be created and referenced from the table contained in
paragraph 5 of this Schedule:
(a) Horizon Application definition;
(b) __ interface specifications;
(0) HCl specifications;
(4) _ Reference Data requirements (as relevant); and
(e) Fujitsu Services and Post Office operational procedures (as relevant).
4, ADDITIONAL APPLICATIONS
This paragraph will include brief descriptions of each new application.
44 Mails Application
4.44
4.1.2
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Mails Application is a postal acceptance application designed to fully automate
the service selection and pricing of mails items transacted at Counter Positions.
Mails Application provides transaction facilities at each Counter Position,
integrated into the Customer Session using facilities provided by EPOSS.
Mails Application is a standard cashier script application that has been
customised for UK use by the addition / alteration of cashier scripts and the
creation of specific Mails Reference Data, Mails Reference Data is unique to the
Mails Application and is supplied by Post Office. Mails Reference Data contains
Client data, typically comprising services, tariffs, rules and constraints.
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4.1.3 Mails Application accepts manual input of data (weight, destination, service
type) as well as automatic input from electronic weigh scales and barcode
readers.
4.1.4 Mails Application is implemented with the following major functional components:
(a)
()
()
(d)
Mails Application running on every Counter Position;
Data Centre support for Reference Data subscription groups;
Mails Application agents (for Reference Data distribution) running on the
Data Centre servers; and
File transfer facilities supported by the existing Horizon Service
Infrastructure.
4.1.5 Mails Application supports the following postal acceptance functionality:
(a)
(b)
()
(a)
(e)
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Mails Application includes the Clients, their products and services as
defined by Mails Reference Data;
Mails Application applies conformance to the business rules defined in
Mails Reference Data and only permits users to select those services
that are valid for a set of input variables (weight, destination, value of
content, delivery urgency and signature required);
Mails Application can be customised by Mails Reference Data;
Mails Application prints postage labels and receipts as defined in the
CCD entitled “Horizon OPS Reports and Receipts - Post Office Account
Horizon Office Platform Service” (SD/DES/005);
Mails Application includes on screen help and links to additional Mails
Application help screens in the form of HTML pages which can be
accessed by the Counter Clerk;
Mails Application accesses the generic Postcode Address File (“PA
File") to verify or complete a destination address on selected services;
Mails Application captures track and trace barcode information during a
mails acceptance transaction and passes this information along with
associated PA File data to the EDG for onward transfer to Clients;
Mails Application allows the capture of the track and trace barcode
information and verification of price for pre- franked “bulk mail”. The track
and trace and item details are sent to the EDG for onward transfer to
Clients; and
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(
) Mails Application records complete postage related details including
value, weight, destination, service(s), track and trace, postcode and label
as well as all other standard transaction details to the message store.
42 Mails Administration Application
4.21
4.2.2
4.2.3
4.2.4
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Mails Administration Application supports the following functions:
(a) _ mails despatch and exception handling;
(b) local collect;
(c) _ return of undelivered priority mails items; and
(4) fast input of "bulk mail" (known as "speed bulk").
Mails despatch
(a) The despatch process allows the reconciliation between track and trace
items scanned in as part of the acceptance process and those awaiting
collection by the carrier.
(b) For mails items confirmed as available for despatch a record will be
created and sent to the EDG for onward transfer to Clients.
(c) The despatch process will include a mechanism for recording if the
despatch is the last for that day.
(d) The despatch process will allow reconciliation errors to be corrected or an
exception report produced prior to the despatch of the remaining items.
Local collect
(a) The local collect function allows mails items delivered to the Branch for
local collect to be scanned in using the track and trace barcode. A record
of barcodes will be sent to the EDG for onward transfer to Clients.
(b)
The local collect function allows mails items to be collected by Customers
and will charge either an open or fixed fee. A record of each collected item
will be sent to the EDG for onward transfer to Clients.
(c) The local collect function allows items that have not been collected after a
defined period to be scanned out of the Branch. A record of each non
collected item will be sent to the EDG for onward transfer to Clients along
with a code indicating the reason for non collection.
Retum of undelivered priority items
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4.2.5
Priority mails items not delivered by the carriers delivery agent can be returned
to any Post Office and recorded by scanning the track and trace barcode. A
record of each collected item will be sent to the EDG for onward transfer to
Clients along with a code indicating the reason for non delivery.
Speed Bulk
Pre-franked mails (bulk mails) can be scanned in without any weight / price
checks. A record of each collected item will be sent to the EDG for onward
transfer to Clients.
4.3 ETU Application
4.3.1
43.2
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The ETU Application supports the Customer purchase or refund of mobile
phone related credits and associated content products (e.g. ring tones). It is
installed at all Counter Positions in all Branches, but requires an operational
data communications link in order to process Transactions. ETU credit products
(known as Topup products or PIN products) are invoked by swiping a card (or
input of card details). ETU content products (known as PIN/e-voucher products)
are invoked by selecting an ETU desktop button. The following Transaction
Types are supported:-
(a) the purchase of a card based Topup product;
(b) the purchase of card based PIN product;
(c)_ the purchase of a PIN/e-voucher product;
(d)_ the refund of a card based Transaction; and
(e) the refund of a PIN/e-voucher Transaction.
The ETU Application has the following functional components:
(a) the ETU Counter Application which manages reading of data from magnetic
stripe cards, the selection of ETU products from menus, the presentation of
screen dialogues to the User and User data input, and the printing of
receipts. It also integrates the ETU Transactions into an EPOSS Customer
session, ETU writes data to the Riposte message store, including
"immediate” messages to initiate message exchange with the e-pay
authorisation system;
(b) ETU Agent applications run on NT servers at the Data Centres. Such servers
harvest relevant “immediate” and standard messages. Messages between
the Counter Position and e-pay are brokered by the ETU Agent applications.
Standard messages are harvested by the ETU Agent and summarised and
forwarded to the Reconciliation Application; and
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(0) the Reconciliation Application (as used by NBS) receives data from the ETU
Agents and from e-pay and prepares reports reconciling these data streams
and identifying reconciliation exceptions for investigation and corrective
action.
4.4 Bureau Application
4.4.1. The Bureau Application provides the ability to trade foreign currencies and
traveller's cheques at Counter Positions. The service provided in a particular
Branch can range from none to full bureau de change facilities, depending on the
Bureau Type defined in Reference Data for the Branch in question.
4.4.2 The Bureau Application has the following major features:
(a) the ability to receive Spot Rates Files and Margins Files from the Post Office,
and to use the data in these files to control the rates at which currencies and
travellers’ cheques are traded; and
(b) extension of EPOSS counter functionality to support, depending on Bureau
Type, for:
(i) buying currency and travellers’ cheques;
(ii) selling currency and travellers’ cheques;
(ii) remitting currency and travellers’ cheques for sale (but not travellers’
cheques redeemed) into and out of Branches;
(iv) transferring currency and travellers’ cheques for sale (but not travellers’
cheques redeemed) between Stock Units;
(v)_revaluing currency to reflect changes in spot rates; and
(vi) declaring the quantities of bureau stock on hand;and;
(c)
The ability to receive payment for foreign currency by means of a variety of
methods of payment, including credit cards and debit cards in addition to
cash.
4.5 APOP Facility
4.5.1 The AP Out-Payments (APOP) Facility is a set of components that support the
creation of APOP Services. Each business application that makes use of the
APOP Facility will be segmented into its own APOP Service:
4.5.2 The components of APOP are as follows:
4.5.2.1 An APOP database which stores details of Transaction Vouchers and
the actions that have been performed on a Transaction Voucher by each
APOP transaction;
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45.3
4.5.4
4.5.2.2 An APOP authorisation service which processes APOP transactions by
applying the rules defined in the APOP Service Definition for the APOP
Service;
4.5.2.3 An APOP branch service that processes APOP on-line transactions
initiated from an AP-ADC counter Transaction using the APOP
authorisation service referred to in paragraph 4.5.2.2;
4.5.2.4 An APOP batch service which will send/receive batch files to/from the
EDG/DES and process APOP batch transactions using the APOP
authorisation service referred to in paragraph 4.5.2.2;
4.5.2.5 An APOP administration service that will process APOP on-line
transactions initiated from an APOP Administration Workstation using
the APOP authorisation service referred to in paragraph 4.5.2.2.
Transactions will be routed to the APOP authorisation service by a web
server;
4.5.2.6 An APOP reporting service that will process APOP transactions to
extracts records from the APOP database using the APOP authorisation
service referred to in paragraph 4.5.2.2;
4.5.2.7 An APOP housekeeping service that will process time-driven event
APOP transactions using the APOP authorisation service referred to in
paragraph 4.5.2.2;
4.5.2.8 An APOP archiving service that archives data from the APOP database;
4.5.2.9 Aweb service to route APOP on-line counter transactions to the APOP
database for the APOP Service;
4.5.2.10 Templates for the counter and branch receipts; a
4.5.2.11 Templates for the office counter weekly and office weekly reports.
An APOP Service comprises at least the elements set out in paragraphs 4.
4.5.2.9, 4.5.2.10 and 4.5.2.1.
The production of Reference Data by Post Office to make use of the APOP
Facility shall be in accordance with and subject to the provisions of the CCD
entitled "APOP Authorisation Service Reference Manual" (AP/MAN/004).
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7A
w2
4.5.5
4.5.6
The CCD entitled "APOP Definition" (BP/SPE/046) sets out the rules that shall
apply in determining whether the Post Office is required to request a Work
Package in respect of introducing additional APOP Services/AP. Transactions
using the APOP Facility and/or modifying an existing APOP Service. Where so
required by the provisions of that CCD, Post Office shall request a Work Package
for the introduction and/or modification (as applicable) of — such
services/transactions;
Post Office shall be responsible for:
4.5.6.1 the design and development of new AP Transactions that use the
APOP Facility;
4.5.6.2 (save to the extent that Fujitsu Services is required to facilitate testing
of Post Office Reference Data in accordance with the CCD entitled
“Fujitsu Services / Post Office Ltd Interface Agreement for Operational
Business Change - Reference Data” (CS/PRD/058)) ensuring that
Post Office Reference Data, intended to introduce those new
Transactions, functions correctly within the Horizon Service
Infrastructure (in accordance with any applicable Reference Data rules)
and has the desired business effect;
4.5.6.3 defining receipts (for all AP Transactions that use the APOP Facility)
that contain sufficient information to allow manual recovery of a subset
of the Transaction data following a system failure, to the extent that
such manual data recovery is required by Post Office;
4.5.6.4 transforming incoming data files into standard APOP format according
to the APOP Interface Specifications for live purposes; and
4.5.6.5 generating required reports from extract files generated by APOP,
according to the APOP Interface Specifications for live purposes.
LIST OF RELATED DOCUMENTS.
Table A below lists those CCDs which provide a high level technical/functional overview
of each Horizon Application. The CCDs listed in Table B below supplement that Table
and relate to more than one Horizon Application. Further details of each Horizon
Application can be found in those CCDs which are indicated to relate to that Horizon
Application in the CCD entitled “Post Office Contract Controlled and Contract
Referenced Document List” (COM/CUS/SPE/0001).
Not Used
PAF FACILITY
The PAF Facility is a generic facility based on QAS Software. It is not an Horizon
Application itself, but may be invoked by a PAF Calling Application.
The function of the PAF Facility is to:
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7.3
74
75
7.2.1 allow Users to validate an address by entering the details of premises and
postcode or premises, street and town of the address to be validated;
7.2.2. present Users with a validated postal address;
7.2.3 permit Users to enter a postal address manually; and
7.2.4 make available the manually entered postal address for use in the PAF Calling
Application.
The PAF Facility comprises the following:
7.3.1 an application module installed at each Counter Position in all Branches;
7.3.2 adata communications link to enable an address to be validated against the
PAF Database held in the Data Centres;
7.3.3 aninterface with the servers in the Data Centres that host the PAF Database
and interface software;
7.3.4 aweb service; and
7.3.5 the PAF Database.
Post Office acknowledges and agrees that:
7.4.1 it has mandated the use of the QAS Software as a key element of the PAF
Facility and has satisfied itself that the QAS Software is capable of meeting its
business requirements in that connection; and
7.4.2 notwithstanding anything to the contrary elsewhere in this Agreement (Clause
67.5 being subject to this provision in this instance):
(a) a fault in the QAS Software; or
(b) a failure of the PAF Facility or any PAF Calling Application caused by a
fault in the QAS Software
A fault or failure referred to in paragraphs 7.4.2 (a) and 7.4.2 (b) shall not, of itself,
constitute a Default by Fujitsu Services except to the extent that such fault or failure has
been caused by an act or omission of Fujitsu Services.
Fujitsu Services shalll notify QAS Limited as soon as reasonably practicable where it
discovers that the PAF Database (or any update thereof) is not, without modification,
compatible and capable of use with the PAF Facility. Where following such notification
QAS Limited fails to resolve the issue of compatibility and/or use within a reasonable
time, Fujitsu Services shalll notify Post Office accordingly. Thereafter Post Office shall
be responsible for resolving or procuring the resolution of the issue of compatibility
and/or use.
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7.6 Post Office shall be responsible for ensuring that reasonable access to and assistance
from QAS Limited (its successors and assigns) is provided to Fujitsu Services to
support the implementation of the PAF Facility.
8. FALLBACK
EPOSS, APS and LFS, but not NBS (which has a process of recovery of incomplete
transactions in the event of a counter failure) shall have fallback Transactions that
minimise or negate the impact of failure in any of the Applicable Services which use
those Horizon Applications.
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Table A
Horizon Application
Horizon Application Definition or
Equivalent
EPOSS — Counter and Branch
Administration
EPOSS Definition
(BP/SPE/033)
EPOSS — Debit Card Method of Payment
Debit Card MoP Functional Description
(EF/SER/001)
Bureau Bureau Definition
(BP/SPE/043)
APS ‘APS Definition
(BP/SPE/038)
ETU ETU Definition
(BP/SPE/044)
LFS LFS Definition
Mails Application
(BP/SPE/037)
Mails Definition
(BP/SPE/042)
Message Broadcast
Message Broadcast Definition
(BP/SPE/036)
NBS.
NBS Definition
(BP/SPE/035)
Reference Data Management
Reference Data Definition
(BP/SPE/040)
Reconciliation
Reconciliation Definition
(BP/SPE/034)
Audit
APOP Facility
Audit Trail Functional Specification
(CRIFSP/006)
APOP Definition
(BP/SPE/046)
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Table B
Document Title Fujitsu Services Reference
Security Functional Specification RS/FSP/001
ICL Pathway Core Systems Release PASTR/013
Plus Contents Description
(This CCD does not apply to NBS)
Supplement to Addendum B of ICL PA/STRIO14
Pathway Core System Release Plus
Contents
(This CCD does not apply to NBS)
Horizon OPS Reports and Receipts - SD/DES/005,
Post Office Account Horizon Office
Platform Service
9. POL SERVICE TYPES
9.1 The POL Service Types applicable to the period between the Amendment Date and
Acceptance Point Z3 are set out in Annex 1 to this Schedule.
9.2 If Post Office notifies Fujitsu Services in writing that it no longer requires use of a POL
Service Type and requests that Fujitsu Services disable that POL Service Type in
accordance with Clause 10.5, then where Post Office ceasing to use that POL Service
Type may affect the use of any other POL Service Type(s), Fujitsu Services shall advise
Post Office accordingly. Where Fujitsu Services so advises Post Office, the Parties will
discuss and agree (acting reasonably) the appropriate steps to be taken to address the
effect of disabling the POL Service Type on any other POL Service Type(s).
10. ASSOCIATED DOCUMENTS
10.1 The following CCDs are associated with this Schedule B4.2:
Document Reference Document Title
1 COMICUS/SPE/0001 Post Office Contract Controlled and Contract
Referenced Document List
2 AP/MAN/002 AP-ADC Reference Manual
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Document Reference Document Title
3 BP/DOC/008 ‘Automated Payments System Client List
4 BP/DOC/014 POCL Automated Payments Generic Rules
5 CRIIFS/002 Automated Payments Interface Specification -
EDG/ DES
7 CS/PRD/058 Fujitsu Services / Post Office Ltd Interface
Agreement for Operational Business Change -
Reference Data
8 AP/MAN/004 APOP Authorisation Service Reference
Manual
9 BP/SPE/046 APOP Definition
10 BP/IFS/O11 Application Interface Specification Reference
Data to Pathway Type B Data for CSR+
"1 CS/FS/003 Fujitsu Services/Post Office Ltd Operational
Business Change — Branch, Interface
Agreement
12 CR/FSP/006 I Audit Trail Functional Specification
13 Application Interface Specification Reference
BP/IFS/010 Data to Fujitsu Services Limited
14 EF/SER/001 Debit Card MoP Functional Description
15 SD/DES/005 Horizon OPS Reports and Receipts - Post
Office Account Horizon Office Platform
Service
16 RS/FSP/001 Security Functional Specification
17 Not Used
18 PA/STR/014 Supplement to Addendum B of ICL Pathway
Core System Release Plus Contents [CAT D]
19 Not used [Duplicate of Row 15]
20 BP/SPE/043, Bureau Definition
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Document Reference Document Title
21 BP/SPE/038 ‘APS Definition
22 BP/SPE/044 ETU Definition
23 BP/SPE/042 Mails Definition
24 BP/SPE/036 Message Broadcast Definition
25 BP/SPE/035 NBS Definition
26 BP/SPE/040, Reference Data Definition
27 BP/SPE/034 Reconciliation Definition
28 SU/FS/028 GEC Meters Ltd - ‘Watercard” Budget
Prepayment System Transaction Terminal
Outline Requirements
29 SU/FS/029 GEC Meters ‘Watercard” Payment System 2K
Card Data Specification (I2C)
30 SU/IFS/027 Kent Meters/GEC Meters “Watercard”
Payment System Card Data Encryption
Specification
31 Not Used
32 SU/IFS/024 ‘A Point of Sale Supporting the Quantum
Application Utilising the POCL Secure DLL
33 Not Used
34 AP/IFS/042 Pathway to CQO Application Interface
Specification
35 Not Used
36 BP/DES/022 Post Office Ltd - Bar Code Control Document
37 Not Used
38 Not Used
39 Not Used
40 BP/DES/023 LFS to SAPADS and SAPADS to LFS
Application Interface Specification
a CRIFSP/014 APS Client Connection Service Description [
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Document Reference Document Title
42 AP/IFS/048 ‘APS Host Operational Reconciliation Reports
43 BP/PRD/023 LFS Business Process Diagrams
44 AP/IFS/052 Pathway to Client Standard Magcard/Barcode
Application Interface Specification
45 AP/IFS/056 Pathway to Client Type ‘G’ Magcard/Barcode
Application Interface Specification
46 CRISPE/022 ‘Automated Payments Client Specification -
Mid Kent Water]
a7 AP/IFS/053 Pathway to Client Standard Watercard
Application Interface Specification
48 CRISPE/014 ‘Automated Payments Client Specification -
Knowsley Borough Council]
49 CRISPE/O19 ‘Automated Payments Client Specification -
Yorkshire Electricity
50 CRISPE/009 ‘Automated Payments Client Specification -
Girobank
51 CRISPE/016 Automated Payments Client Specification -
Oxfordshire Social Services
52 CR/SPE/012 I Automated Payments Client Specification -
Scottish and Southern Energy]
53 CRISPE/013 ‘Automated Payments Client Specification -
Northern Ireland Electricity
54 Not Used
55 Not Used
56 Not Used
57 Not Used
58 Not Used
59 CRISPE/021 ‘Automated Payments Client Specification -
DVLNI
60 ‘AP/IFS/060 Pathway to Client BT Application Interface
Specification [
61 CRISPE/030 ‘Automated Payments Client Specification -
Standard Life
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Document Reference Document Title
62 CRISPE/018 ‘Automated Payments Client Specification -
TVL Legal & Trade
63 NB/SPE/003 I Network Banking: Counter Dialogue - Activity
& Screen Flows
64 Not Used
65 AP/IFS/O59 Pathway to Client Type T Application Interface
Specification
66 CR/SPE/023 Automated Payments Client Specification -
Siemens Metering Ltd
67 CR/SPE/020 Automated Payments Client Specification -
British Telecomm
68 Not Used
69 PU/DES/002 Logical Design for EPOSS/TIP Reconciliation
Controls
70 AP/SPE/001 ‘APS Token Technology Specification (Bar
Code)
71 AP/SPE/002 APS Token Technology Specification (APS
Magnetic Stripe)
72 SU/IFS/034 I POCL Token Technology Specification GEC
Watercard
73 TD/SPE/006 TMS Hardware Design Specification
74 BP/SPE/033 EPOSS Definition
75 BP/SPE/037 LFS Definition
76 EF/IFS/002 Horizon — Streamline Application Interface
Specification
77 ET/IFS/001 Application Interface Specification: Horizon to
e-pay
78 IM/MAN/023, Bureau Rate Board Technical Installation
Guide
79 ASIREP/O13 Rate Board Cables
80 RD/IFS/033 PO Lid to Fujitsu Services Bureau de Change
Rates Interface Specification
at NB/IFS/012 Bureau de Change Transactions Feed for
FRTS
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Document Reference Document Title
82 ‘AP/IFS/061 Horizon to Client Type 'X Magcard/Barcode
Application Interface Specification
83 CRISPE/035 I Automated Payments Client Specification -
DVLA S60 [
84 Not Used
85 IM/MAN/024 Bureau Rate Technical Maintenance Guide
86 DV/FS/001 Horizon to DVLA Application Interface
Specification
87 DV/FS/002 Horizon to DVLA Technical Interface
Specification [CAT F]
88 EAIFS/001 Horizon to POL Finance Systems Interface
Specification
89 NB/IFS/024 EMV Banking and Retail: NBX — LINK
Application Interface Specification
90 NB/IFS/025 EMV Banking and Retail: NBX - CAPO
Application Interface Specification
1 NB/IFS/026 EMV Banking and Retail: NBX — A&L
Application Interface Specification
92 NB/IFS/030 ' NBX - FI Reconciliation and Settlement File
Format AIS
93 NB/IFS/031 Horizon - Card Account Mapping
04 NB/IFS/033 Horizon - LINK Mapping
95 NB/IFS/034 Horizon A&L Mapping
26 NB/IFS/036 Transaction Enquiry Service (TES) Post Office
Reports Specification
97 RD/IFS/037 Post Office Ltd. to Fujitsu Services EMV Retail
PIN Pad Reference Data Interface
Specification
98 RD/IFS/038 Post Office Ltd. to Fujitsu Services EMV
Banking PIN Pad Reference Data Interface
Specification
99 NB/IFS/035 NBX Business Parameters
too I NB/PRP/oo4 I EMV Banking: User Interface Design Proposal
[CAT F]
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Document Reference Document Title
01 I NB/REQ/003 EMV Retail: User Interface Design Proposal
[CAT F]
102 I EA/IFS/006 I Horizon to POL MIS AIS
jos _I ASIFS/001 Horizon to EDG Feed for Track and Trace
104 I EA/IFS/005 Horizon to POL Client Transaction Summaries
AIS
105 I EANIFS/003 Horizon to POL Finance Interface
Specification
joe I EA/IFS/028 Horizon to POL FS interface functional
specification
107 EA/IFS/015 Horizon to HR SAP System Applications
Interface Specifications
jos _I AP/IFS/062 Horizon to Client Type "XO' Application
Interface Specification
jog I AP/IFS/063 Post Office Limited EDG to Horizon APOP
Authorisation Service Application Interface
Specification
110 _I AP/IFS/065 ‘APOP Host System Reporting to EDG
Application Interface Specification
M1 ‘AP/MAN/002 ‘AP-ADC Reference Manual
112 I CR/IFS/002 Automated Payments Interface Specification -
EDG / DES
113 Not Used
114 I BP/SPE/040 Reference Data Definition
10.2 There are no CRDs associated with this Schedule B4.2.
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ANNEX 1
POL SERVICE TYPES
Horizon
1 EPOSS
2 APS
3 ‘APS (AP-ADC)
4 I APS(APOP)
5 NBS (supporting CAPO)
6 NBS (supporting A&L)
7 NBS (supporting LINK)
8 ‘APS (AP-ADC supporting DVLA)
9 ETU Application
10 I Bureau Application
11 I Mails Application
12 I EPOSS (supporting basic MOPs)
13 Debit Card
14 LFS
15 I Transaction Management Service
16 I NBS (Supporting TES-QA)
17 General capability within each of EPOSSI
APS, NBS, LFS, ETU, Bureau, Mails.
18 I Reference Data Management Application
19 I PAF Facility
20 I Message Broadcast
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Horizon
21 I Audit
22 I Reconciliation (Banking)
23 I APS (Reconciliation)
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SCHEDULE B4.3
EXISTING CENTRAL AND TELECOMMUNICATIONS INFRASTRUCTURE
Version History
atted Tabi
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of
signature of CCN 1200
14 26/09/06 Minor corrections by PO
1.2 11/10/06 Further minor corrections by
Fs
13 19/01/07 Further minor amendments.
2.0 25/01/07 Baseline copy of 1.3
Bile ce cere cere cece sen JSON cee ccrececes Applying changes as per __
CCN1258
6.0 06/07/09 Moving all schedules to V6.0
as agreed with Fujitsu
Schedule B4.3 Version 6,0,
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Deleted: 1
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21
22
2.3
Schedule B4.3 Version @.0
SCHEDULE B4.3
EXISTING CENTRAL AND TELECOMMUNICATIONS INFRASTRUCTURE
INTRODUCTION
This Schedule B4.3 provides an overview of the Horizon Service Infrastructure and the
Horizon Infrastructure Services that Fujitsu Services shall provide to Post Office in order
to deliver the Horizon Applications and thereby provide the HNG-X Services from the
Amendment Date until Trigger Point TS (Data Centre Ready for HNG-X).
This Schedule B4.3 shall cease to have effect at Trigger Point T5 (Data Centre Ready
for HNG-X).
The Horizon Service Infrastructure comprises the:
1.3.1. Horizon Branch Infrastructure, the provisions relating to which are set out in
Schedule B3.
1.3.2 Horizon Central Infrastructure; and
1.3.3 Horizon Telecommunications Infrastructure.
The Horizon Infrastructure Services provide the functions and capabilities of the Horizon
Service Infrastructure (used to deliver the Horizon Applications) and comprise the OPS
and the TMS.
The provisions of this Schedule B4.3 shall not apply in respect of the Horizon PostShop
Infrastructure which does not comprise Horizon Branch Infrastructure, Horizon Central
Infrastructure or Horizon Telecommunications Infrastructure as defined (accordingly it
does not form part of the Horizon Service Infrastructure). The PostShop Infrastructure is
detailed in CS/SER/027 PostShop Service description.
HORIZON CENTRAL INFRASTRUCTURE
Subject to paragraph 3.4, Fujitsu Services shall provide all equipment at the Data
Centres necessary to provide the Services. This equipment, including the
telecommunications equipment, shall have sufficient capacity to meet the business
volumes as set out in the CCD entitled “Horizon Capacity Management and Business
Volumes” (PA/PER/033).
The CCD entitled "Core System Release Asset Register” (CS/REP/045) [This is no
longer a CCD] contains an inventory of the hardware and software to be used to
provide the host and network facilities of the Horizon Service Infrastructure and located
in the Data Centres as at 24 September 1999.
From the Amendment Date until Trigger Point HNG-X Project Workstream X3 (HNG-X
Pilot and Acceptance), Fujitsu Services shall maintain hardware and software in relation
to the Horizon Service Infrastructure providing, as a whole, equivalent capability to
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24
25
2.6
2.7
3.4
Schedule B4.3 Version @.0
those listed in the CCD entitled “Core System Release Asset Register” (CS/REP/045).
Such hardware and software shall constitute the “Horizon Initial Central Infrastructure”.
Fujitsu Services shall in addition maintain all increases in the capacity of the Horizon
Services Infrastructure which have been made at the request of Post Office.
Fujitsu Services shall specifically retain all hardware and software provided to a
particular Post Office specification, save that Fujitsu Services may substitute identical
replacements for such hardware and software.
Fujitsu Services may replace, upgrade, remove or decommission hardware and
software from time to time comprised in the Horizon Service Infrastructure provided that
it continues at all times to comply with its obligations in paragraphs 2.3, 2.4 and 2.5
(unless agreed otherwise under the Change Control Procedure).
Fujitsu Services’ SMS software shall monitor installed PIN Pads and detect PIN Pad
failures.
HORIZON TELECOMMUNICATIONS INFRASTRUCTURE
Communications Access Methods
3.1.1. The Horizon Telecommunications Infrastructure shall use one or more of the
following communications access methods between the Horizon Branch
Infrastructure and the Data Centres:
3.1.1.1 Integrated Services Digital Network (ISDN);
3.1.1.2 Integrated Satellite Business Network (ISBN), generally referred to as
Hughes VSAT,, which shall be replaced by BT Enterprise VSAT on a_
Branch by Branch basis on commencement of Associated Change
Workstream A3 (Branch Network Changes) and shall be fully withdrawn
on completion of Associated Change Workstream A3 (Branch Network
Changes);
3.1.1.3 Public Switch Telephone Network (PSTN) as part of the data recovery
service;
3.1.1.4 Asymmetric Digital Subscriber Line (ADSL);
3.1.1.5 frame relay, which shall be replaced by the YVSAT on commencement of
Associated Change Workstream AS (Branch Network Changes);
3.1.1.6 Branch Network Resilience (BNR), which shall be withdrawn on a
Branch by Branch basis on commencement of Associated Change
Workstream A7 (Branch Router Rollout) and shall be fully withdrawn on
completion of Associated Change Workstream A7 (Branch Router
Rollout);
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Deleted: Leased Fixed Circuit
Deleted: 2.
Deleted: 1
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3.2
3.3
3.4
Schedule B4.3 Version @.0
3.1.1.7 IP Stream, which, if it becomes available, shall be introduced on a
Branch by Branch basis on commencement of Associated Change
Workstream A7 (Branch Router Rollout); or
3.1.1.8 General Packet Radio Service (GPRS) / Enhanced Data GSM
Environment (EDGE) which shall be introduced on a Branch by Branch
basis on commencement of Associated Change Workstream A7
(Branch Router Rollout).
3.1.2 There may be restrictions on the size of the Branch that can be supported on
some technologies. Any such restrictions will be set out in the CCD entitled
“Horizon Capacity Management and Business Volumes” (PA/PER/033).
3.1.3 The backup network is designed to cater for failures of the primary network at
individual Branches and not for a total failure of the primary network at all
Branches. Any capacity limits for the backup network will be set out in the CCD
entitled “Horizon Capacity Management and Business Volumes” (PA/PER/033).
The Horizon Telecommunications Infrastructure shall include capability to enable
connection between the Data Centres and Post Office systems or Client systems. The
style of connection and operation may support real time transaction dialogues and/or
bulk file transfer as required by the relevant Horizon Application specified in Schedule
B4.2.
Fujitsu Services shall be responsible for provision of, security of, and management of
the communications link between the Data Centres and Alliance & Leicester (which for
the purposes of this Schedule shall include the physical routers, encryption devices, file
transfer management servers and associated cabling), subject to Post Office complying
with (and ensuring that any third party Post Office uses for siting or storage of such
equipment complies with) the following:
3.3.1 provision of a suitable physical operating environment for Fujitsu Services’
equipment used for or in connection with the communications link including the
following:
3.3.1.1 ensuring the physical security of all equipment which is located on Post
Office and/or any such third party's premises to protect against
unauthorised access; and
3.3.1.2 provision of environmental conditions as reasonably required by Fujitsu
Services.
3.3.2 permitting Fujitsu Services to gain access (at reasonable times and on
reasonable notice) to all locations where such equipment is held or is to be
installed, in order to enable Fujitsu Services to effect or procure the installation,
maintenance, repair, renewal and support of such equipment.
Post Office shall be responsible for procuring the provision of, security of, and
management of the communications links between the Data Centres and CAPO and
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LINK respectively (which for the purposes of this schedule shalll include the physical
routers, encryption devices, file transfer management servers and associated cabling) in
accordance with and subject to paragraph 3.5, subject to Fujitsu Services complying
with (and ensuring that any third party Fujitsu Services uses for siting or storage of such
equipment complies with) the following:
3.41
3.4.2
3.4.3
provision of a suitable physical operating environment for CAPO and LINK
equipment used for or in connection with the communications links including the
following:
3.4.1.1 ensuring the physical security of all equipment which is located on
Fujitsu Services and/or any such third party's premises to protect
against unauthorised access; and
3.4.1.2 provision of environmental conditions as reasonably required by CAPO
and/or LINK;
permitting CAPO and/or LINK (including their respective contractors) to gain
access (at reasonable times and on reasonable notice, and subject to
paragraph 3.5) to alll locations where such equipment is held or is to be
installed, in order to enable Post Office to effect or procure the installation,
maintenance, repair, renewal and support of such equipment; and
any reasonable request for co-operation and/or information made by Post Office
from time to time, where the provision of such co-operation or information is
necessary to enable Post Office to perform the Post Office Communications
Links Services.
3.5 Post Office shall, in relation to paragraph 3.4, be responsible for ensuring that:
3.5.1
3.5.2
Schedule B4.3 Version @.0
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the Post Office Communications Links Services are carried out promptly,
efficiently, diligently and professionally, and with all reasonable skill and care;
it obtains an undertaking from each LINK and CAPO that its respective
employees, servants, agents or sub-contractors engaged to perform the Post
Office Communications Links Services:
3.5.2.1 keep confidential, and do not disclose to anyone else, any Confidential
Information of Fujitsu Services disclosed by or obtained from Fujitsu
Services in the course of performing the Post Office Communications
Links Services;
3.5.2.2 use such Confidential Information only to the extent reasonably required
to perform the Post Office Communications Links Services; and
3.5.2.3 return such Confidential Information held in tangible form to Post Office,
and irretrievably delete or destroy all such information held in electronic
form, on termination or expiry of that party's obligations in respect of the
Post Office Communications Links Services,
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3.6
44
42
Schedule B4.3 Version @.0
other than as required by law;
3.5.3 it or any third party engaged by it to perform the Post Office Communications
Links Services complies with any reasonable instructions and/or requirements
(including without limit any reasonable instructions and/or requirements relating
to Data Centre security) given to it by Fujitsu Services from time to time; and
3.5.4 the communication links between the Data Centres and CAPO and LINK
(respectively) shall have sufficient capacity to meet Post Office’s business
volume requirements from time to time.
Post Office shall fully indemnify Fujitsu Services in respect of any personal injury or loss
of or damage to Property incurred by Fujitsu Services, its contractors or their respective
employees and authorised agents to the extent that such personal injury or loss of or
damage to Property is caused by a Default of Post Office, its employees, agents or
contractors in connection with the performance of the Post Office Communications
Links Services.
OFFICE PLATFORM SERVICE
Purpose
This paragraph 4 details the functions and capabilities provided by the OPS that shall
be supplied by Fujitsu Services. The OPS is provided using the Equipment installed in
Branches which enable the Horizon Applications to operate in accordance with the
functionality described in Schedule B4.2.
Overview
4.2.1. Fujitsu Services shall, in each Branch, install the Equipment used to provide
OPS, and provide OPS, subject to the limits specified in Annex A to Schedule
D1.
4.2.2 Two categories of Counter Position configurations shall be provided:
4.2.2.1 a range of standard configurations (as specified in the CCD entitled
“Counter Hardware Design Specification” (BP/DES/003)) which shall be
suitable for the majority of Branches; and
4.2.2.2 a mobile configuration, as defined in the CCD entitled “Introduction of
the Mobile Configuration" (CR/SPE/025), which shall be installed in
Branches to the maximum number described in Annex A to Schedule
D1.
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43 General Service Description
4.34
4.3.2
4.3.3
4.3.5
43.6
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Demonstrations and marketing
Fujitsu Services shall provide OPS Equipment which shall be required to
demonstrate and market office platform services to Clients and prospective
Clients. The Equipment that is required shall be set out in marketing plans as
agreed jointly between Post Office and Fujitsu Services from time to time.
Appearance of the Equipment within OPS
4.3.2.1 With the exception of PIN Pads, the standards for equipment livery to
be used within OPS are defined in the CCD entitled “Counter Hardware
Design Specification” (BP/DES/003). The standards for equipment livery
for PIN Pads are defined in the CCD “PIN Pad Product Specification”
(NB/PDN/010).
4.3.2.2 The procedures required to maintain the appearance of the Equipment
shall be minimal and capable of being undertaken by the local Branch
Users. It shall be comparable to the cleaning required of any desk-
based office computer system.
Health, Safety and Legal obligations
All Equipment used to provide OPS shall comply with the health, safety and
legal requirements laid down in Schedule A4.
Equipment Environmental Considerations
All Equipment used to provide OPS shall comply with the Equipment
environmental considerations laid down in Schedule A4.
Continued Support of Operating Systems, Middleware and Horizon Applications
Software
Fujitsu Services shall fully support the Software in the Horizon Service
Infrastructure during the life of the elements of Horizon Service Infrastructure on
which such Software is utilised in providing Services.
Capabilities of OPS
4.3.6.1 Fujitsu Services shall provide Horizon Service Infrastructure appropriate
for each Branch.
4.3.6.2 Fujitsu Services shall install and support Horizon Service Infrastructure
provided as mobile counter configurations, in accordance with the limits
set out in Annex A of Schedule D1, where requested by Post Office.
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4.3.6.3
4.3.6.4
4.3.7
In each Branch, at each Counter Position PC, OPS shall comprise
Equipment as specified in the CCD entitled “Counter Hardware Design
Specification” (BP/DES/003). The capabilities of this equipment shall
comply with the manufacturers specification.
Fujitsu Services shall ensure that all automated Counter Positions shall
have the capability to support the use of PIN Pads (PPR010).
Ability to Provide Authorisation to Post Office Products
Infrastructure Services and Horizon Service Infrastructure shall support
authorisations for Post Office products through access to computer systems
which are external to Post Office Services or are within Post Office Services.
44 Availability
441
Schedule B4.3 Version @.0
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User access to OPS
4.44.1
4.41.2
4.4.1.3
4.4.1.4
4.4.1.5
Users may only log-on to the OPS in their Branch in accordance with
their defined role. Any access to data or services outside of that Branch
is controlled exclusively by the relevant counter application.
Access to OPS and Post Office Services offered via OPS to Users
working in the Branches shalll be controlled by a mechanism conforming
to the CCD entitled “Horizon Office Platform Service Style Guide”
(SD/STD/001), offering multiple access levels and providing specific
identification of each User. An exception to this is the Mails Application
which does not conform to the “Horizon Office Platform Service Style
Guide” (SD/STD/001).
Authentication of all Users logging on to the OPS in the Branch shall be
undertaken by the elements of Horizon Service Infrastructure on which
OPS is based. Full access control and password management facilities
shall be provided. Users shall only access those Horizon Applications
for which they have been given permission by the Branch. Each User
shall be identified by a unique User-id and individual password.
The OPS shall provide facilities to enable the Branch Manager to
establish new Users and set an initial password for all Users in a
Branch. Should a User forget their password the Branch Manager shall
be able to reset the password. The same procedure shall apply at single
Counter Position Branches and multiple Counter Position Branches.
For situations where the sole User (e.g. Branch Manager in a single
Counter Position Branch) has forgotten their password, the OPS shall
provide the facility to generate a unique key as part of the log-on to a
specific username. This shall be telephoned to the Help Desk who shall
provide the corresponding key which, when input to OPS, shall allow
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access to the administration facilities. The User shall then be able to
reset their User password.
4.4.2. Concurrency
45
4.6
Schedule B4.3 Version @.0
The Pathway solution for OPS is based on a PC infrastructure configured such
that multiple activities within a Branch do not significantly impact on each other.
In particular, back office processes (e.g. report production) will be operated on a
logically consistent set of data which will not be affected by any concurrent
counter transactions.
Peripherals
45.1
4.5.2
4.5.3
Horizon Service Infrastructure - OPS: Peripheral and input devices Equipment
General Requirements
Peripheral and input devices supplied as part of the elements of Horizon
Service Infrastructure on which OPS is provided shall be capable of detecting
contention, premature removal and swapping of Smart Tokens.
Peripherals Flexibility
4.5.2.1 OPS and the elements of Horizon Service Infrastructure on which OPS
is provided shall have the flexibility for additional peripheral equipment
to be added in the future, including input devices and printers.
4.5.2.2 The Counter Position PC shall have the capability of having at least four
additional RS-232 connected peripherals added to a Counter Position
configuration as initially installed at roll out of the Horizon Service
Infrastructure.
Future Flexibility for Sharing of Specialist Peripherals
OPS, and the elements of Horizon Service Infrastructure on which OPS is
provided, shall be able to be connected via RS-232 ports, and shall support
such connection, to specialist peripherals in such a way that the specialist
peripherals may be accessed by one or more Counter Position PCs. In such a
case it shall be possible to restrict access to a subset of the Counter Position
PCs in each Branch. This capability shall not be applicable to PIN Pads which
can not be connected to or accessed by more than one Counter Position PC at
any one time.
Security
4.6.1
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Security of data and audit trail for OPS
4.6.1.1 All data captured at a Branch either as part of a Transaction performed
at a Counter Position or as an administration function shall form part of
a unique Transaction which shall be given a unique reference number
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4.6.1.2
4.6.1.3
4.6.1.4
4.6.1.5
by Riposte and details stored in the message store. The format of this
message store entry shall vary according to the Transaction type but
will typically contain:
(a) Post Office ID;
(b) Counter Position ID;
(©) unique Transaction ID;
() date;
(e) time;
() User ID;
(9) Horizon Application; and
(h) Transaction details.
Each Counter Position PC shall contain a journal and alll journal entries
shall be automatically replicated to all other members of the work group.
A work group shall include alll the Counter Position PCs in the Branch
and one of the correspondence servers, at which TMS is provided. This
correspondence server forms part of a “cluster” of correspondence
servers of which two are located on one Data Centre site and the
remaining two located on the other Data Centre site. All Transactions
associated with one correspondence server are automatically replicated
to the other site. Within each site all Transactions are reliably mirrored
within a multiple disk array which has no single point of failure.
Once data are stored in the message store they shalll never be altered.
New Transactions shall always be appended to the message store.
Retrieval of data using a particular key field shall retrieve all entiies
containing that field.
The security of data held within OPS shall not be compromised by any
Incident nor when OPS is re-established following any Incident.
Fujitsu Services shall provide synchronisation facilities which shall
automatically check the status of the journal for a node when it is re-
established following failure. Should the journal be out of step (e.g.
through failure of the Counter Position PC) Fujitsu Services shall
automatically synchronise the journal and any data files to the same
state as all other journals in that work group. Synchronisation may occur
from another Counter Position PC (in a multi-Counter Position Branch)
or from one of the correspondence servers or the second hard disk
referred to in paragraph 6.2.4.2 (in a single Counter Position Branch).
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4.6.1.6
The operating system supporting the OPS shall provide assurance of
access control and data integrity functions.
OPS Secure Suspension
4.6.2.1
4.6.2.2
4.6.2.3
4.6.2.4
The OPS and the elements of the Horizon Service Infrastructure on
which OPS is provided shall provide secure time-out facilities for each
Counter Position PC.
Fujitsu Services shall provide a User activated suspension which shall
enable the User to either:
(a) clear the screen and leave the Counter Position PC for a short
period. In such circumstances, the User session shall be
reactivated by the User entering their password. Any Horizon
Applications which were active shall be left active. The display
presented when the suspension facility is activated shall be
different to any normal desktop or Horizon Application screen;
or
(b) suspend a customer session and start a second session, and
thereafter swap between the two sessions until one of them has
been completed.
While an individual Transaction is waiting for input from a peripheral, a
pick-list or on-line interaction, or while reports or receipts are printing,
these facilities may be inhibited.
Should the User who initiated the suspension be unable to re-activate
the facility, the following actions may be taken:
(a) after a period of time, during which there is no active session,
the session shall be automatically logged-out. A journal
message will be created indicating this;
(b) the Branch Manager may assume responsibility for any
uncompleted session, the Stock Unit or share thereof, by
entering his own User name / password;
(c) once the Counter Position PC has logged-out, any authorised
User may then use that Counter Position PC; and
(4) _alllthe above Events shall be written to the journal.
The facility shall allow the User to resume work with the minimum delay
consistent with achieving security in accordance with the provisions
hereof.
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4.6.3
4.6.5
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Inactivity Time-out
4.6.3.1
4.6.3.2
4.6.3.3
The OPS and the elements of Horizon Service Infrastructure on which
OPS is provided shall provide secure inactivity time-out facilities if the
Counter Position PC is inactive for a period defined in reference data for
each Counter Position PC.
Should the User be unable to re-activate the facility, the following
actions may be taken:
(a) after a period of time during which there is no active session the
session shall be automatically logged-out. A journal message
shall be created indicating this;
(b) the Branch Manager may assume responsibility for any
uncompleted session, the Stock Unit or share thereof, by
entering his own User name / password;
(c) once the Counter Position PC has logged-out, any authorised
User may then use that Counter Position PC; and
(4) the above events shall be written to the journal.
The facility shalll allow the User to resume work with the minimum delay
consistent with achieving secutity in accordance with the provisions
hereof.
Encryption Key Management
4.6.4.1
4.6.4.2
4.6.4.3
The OPS shall support a reliable and secure means for the storage and
transfer of data, This shall include the use of techniques used
selectively and in agreement between Post Office and Fujitsu Services
as specified in the CCD entitled “Security Functional Specification”
(RS/FSP/001).
With the exception of PIN Pads (in which case paragraph 4.6.4.3 shall
apply), a key management system shall be in place so the encrypted
data can be deciphered without risk of that cryptographic key being
exposed.
Fujitsu Services shall support the use of PIN Pads and the associated
cryptographic management. PIN Pads shall comply with the
requirements of ISO 9564.
Horizon OPS Style Guide
Any Post Office Service to be offered via the OPS shall be provided in
accordance with the CCD entitled “Horizon Office Platform Service Style Guide”
(SD/STD/001) which shall set out, among other things, general guidelines for
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the Human Computer Interface. An exception to this is the Mails Application
which does not conform to the “Horizon Office Platform Service Style Guide”
(SD/STD/001).
5. TRANSACTION MANAGEMENT SERVICE
5.1 Purpose
This Section details the functions and capabilities provided by the TMS that shall be
supplied by Fujitsu Services.
5.2 Overview
5.2.1
5.2.2
The TMS shall provide the interworking between the Branches and the Data
Centres using the Horizon Telecommunications Infrastructure. TMS shall be
provided using both the Branch and the correspondence server Equipment,
presenting interfaces to the Post Office Client systems or the Post Office
systems. Such interfaces shall be implemented using TMS Agents, which are
specified in paragraph 5.4.1.
The role of TMS shall be to provide a secure and resilient messaging and
joumalling service which shall support the transfer of data between OPS and
Post Office Client Services, and Post Office Services.
5.3 General Attributes
5.3.1
5.3.2
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Page 13 of 22
Scalability
5.3.1.1 Fujitsu Services shall provide TMS such that it shall be scaleable to
meet Post Office's future business needs in accordance with the CCD
entitled “Horizon Capacity Management and Business Volumes”
(PA/PER/033).
5.3.1.2 The modular nature of TMS and the Horizon Service Infrastructure shall
be scaleable to enable the workload growth specified in the CCD
entitled “Horizon Capacity Management and Business Volumes”
(PA/PER/033) to be accommodated, subject to the relevant provisions
in Schedule A5 and Schedule B4.2.
Data Integrity
5.3.2.1 A Horizon Application or TMS Agent shall be able to be certain, at some
level, that data have been positively acknowledged as received by TMS,
or a peer Horizon Application connected to TMS.
5.3.2.2 Data transfers shall be capable of being despatched as:
(a) immediate;
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(b) background / trickle fed; and
(c) time deferred.
5.3.3 Exclusivity
5.3.3.1 No computer system shall be connected to the Horizon Central
Infrastructure or to those elements of the Horizon Telecommunications
Infrastructure which are employed exclusively in the provision of the
Infrastructure Services without the approval of Post Office.
5.3.3.2 Fujitsu Services shall maintain a register of computer systems with
which such connections are allowed.
5.3.3.3 The Horizon Central Infrastructure and Horizon Telecommunications
Infrastructure shall provide links into other computer systems as
required to support the introduction of new or re-engineered
Transactions required by Post Office.
5.3.3.4 The identity of any computer system with which a link is to be
established shall be authenticated.
5.3.3.5 Fujitsu Services shall produce reports detailing any attempt to establish
a link which is rejected, Fujitsu Services shall provide these reports to
Post Office on request. Such reports will not be required where the link
is between TMS and the Banks; and the rejection is due to a failure of
the Banks; or between TMS and the MA and the rejection is due to a
failure of the MA.
5.4 General Service description
5.4.1
Schedule B4.3 Version @.0
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Interface support
5.4.1.1
5.4.1.2
TMS shall interface with each instance of OPS within each Branch.
Fujitsu Services shall support the interfaces between the Horizon
Service Infrastructure and the following:
(a) Alliance & Leicester;
(b) Merchant Acquirer;
(c) e-pay;
(4) __ those AP Clients listed as “POL” in the spreadsheet associated
with the CCD entitled “Automated Payments System Client List”
(including, without limitation, the DVLA On-Line link); and
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5.4.2
5.4.3
Schedule B4.3 Version @.0
Page 15 of 22
(e) Post Office systems connected in accordance with the CCD
entitled “Horizon to Post Office Technical Interface
Specification” (TVIFS/008).
5.4.1.3 The development and implementation of the interfaces specified in
paragraph 5.4.1.2 shall principally take the form of TMS Agents which
act upon Transactions originated within the Branches, and the Horizon
Central Infrastructure which receives Transactions or data from Post
Office, Client systems, Merchant Acquirer or e-pay.
5.4.1.4 The TMS Agents described in paragraph 5.4.1.3 shall support the
transfer of data between OPS and TMS within a Branch, or between
TMS and the Horizon Central Infrastructure within the Data Centres.
The style of processing carried out by TMS Agents will be one of
immediate (in support of real-time transactions), or batch (in support of
bulk processing).
5.4.1.5 Further TMS Agents to support additional Post Office services or
additional Client services may be agreed from time to time between
Post Office and Fujitsu Services.
Data delivery
5.4.2.1 TMS shall provide for the distribution and collection of both file and
record level data to and from the OPS.
5.4.2.2 Overnight Fujitsu Services shall produce a report of those Branches
which have not been polled in the last 24 hours (including date of
report, FAD code of each unpolled Branch and the date when that
Branch was last polled), and that report shall be e-mailed to Post
Office’s business support unit.
5.4.2.3 Large data transfers shall be capable of being delivered in the same
order as sent.
File Operations
5.4.3.1 The Horizon Central Infrastructure shall support the transfer of files
between the data centres and computer systems which are attached to
the Horizon Service Infrastructure.
5.4.3.2 The Horizon Central Infrastructure shall provide a file distribution
function which shall be responsible for transfer, monitoring and retry of
files.
5.4.3.3 The Horizon Central Infrastructure shall support the following functions,
without limitation:
(a) triggering of transfers;
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5.4.4
(b) reporting of transfer failures and retry of these transfers;
(e) verifying that file transfers are to/from pre-defined computer
systems in the register referred to in paragraph 5.3.3.2.
File Processing
5.4.4.1
Data file processing shall be provided by the Horizon Central
Infrastructure, optionally supported by TMS Agents. Conventional file
processing facilities shall be provided as required by the Horizon
Applications, including without limitation:
(a) validation of data files;
(b) concatenation and merging of files;
(c) generation of many data files from one data file;
(4) reformatting of the contents of a data file;
(e) generation of control totals;
(f) reconciliation of control totals; and
(@) _ production of reports, financial and other summaries.
5.4.5 Data Transfer Methods
Schedule B4.3 Version @.0
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5.4.5.1
5.4.5.2
5.4.5.3
The Horizon Central Infrastructure will support the automatic collection
and delivery of data files to/from Post Office or Client systems.
The interfaces between the Data Centres and Post Office or Client
systems shall support real and delayed time initiation of activities.
The Horizon Central Infrastructure will support the transfer to the EDG
of files of Transactions records, such records having been produced by
the Automated Payment Service in live operational use or for testing
purposes. This facility will enable these data files to be transferred
using a file push mechanism that will place the data files into predefined
locations within the EDG Subject to paragraphs 5.8 and 5.9 of
Schedule D1, any changes to the Horizon Central Infrastructure as a
result of the migration of the related Client systems from their existing
interfaces with the Infrastructure to the EDG shall be dealt with through
the Change Control Procedure.
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5.4.6
End to End Recovery
End-to-end recovery facilities shall be performed by Fujitsu Services in
accordance with the CCD entitled “Business Continuity Framework”
(CS/SIP/002).
6. GENERAL INFRASTRUCTURE SERVICES REQUIREMENTS
64 Introduction
This section contains characteristics common to both the OPS and TMS Infrastructure
Services.
6.2 Links from OPS to TMS
6.2.1
6.2.2
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General
6.2.1.1 Each instance of OPS within Branches shall interface with TMS to allow
the transfer, in both directions, of authorised data files and messages.
6.2.1.2 The transfer of data between OPS and TMS shall be secure, complete,
accurate and robust.
6.2.1.3 Within OPS it shall be possible for OPS to identify whether data from
OPS have been received by TMS or not.
Data Replication
6.2.2.1 Fujitsu Services shall use data replication and synchronisation
techniques to ensure that data transfer between Counter Positions at
which OPS is provided and between instances of OPS at each Counter
Position and the TMS are secure, complete, accurate and robust.
6.2.2.2 Once a Transaction has been settled at a Counter Position, TMS shall
commit the full Transaction details to that Counter Position PCs
message store. The Transaction details shall simultaneously be
automatically replicated to all other Counter Position PCs in the Branch
so that the data are securely captured. In addition, Fujitsu Services shall
automatically replicate Transaction details to a remote server at which
TMS is provided.
6.2.2.3 The OPS Counter Position PCs and TMS servers are known as
“nodes”.
6.2.2.4 All data and message transfers from a single node shall be generated in
a strict numbered sequence with a unique node identification. Any
attempt to introduce a fraudulent message shall be automatically
detected and rejected by OPS.
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6.2.3
Schedule B4.3 Version @.0
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6.2.2.5
6.2.2.6
An additional pseudo random sequence number produced from a
cryptographic algorithm can also be included to provide a very high
level of message integrity as agreed between the Parties from time to
time, such agreement not to be unreasonably withheld. Details of the
use of the cryptographic algorithm are contained in the CCD entitled
“Security Functional Specification” (RS/FSP/001)..
Data and message transfers shall be resilient to either network or node
failure. When the failure condition is resolved the nodes shall
automatically synchronise and complete any data or message transfers
that are required to ensure these nodes are in a consistent state.
Data Integrity
6.2.3.4
6.2.3.2
6.2.3.3
6.2.3.4
6.2.3.5
Fujitsu Services shall use techniques to ensure data integrity within the
OPS and as part of data/message transfer between OPS and TMS,
including:
(a) cyclic redundancy checks shall be calculated for all journal
records, including Reference Data;
(b) digital signatures shall be used for all data where assurance of
content and source are required; and
(c) data encryption shall be used selectively on certain data fields.
All messages and data shall have a cyclic redundancy check applied
when they are initially committed to the journal and this shall be
checked every time the message or data is accessed. This shall protect
against accidental corruption and casual tampering. Any failure of a
cyclic redundancy check shall cause the message to be rejected and
retrieved from alternate nodes.
In the event that nodes fail, recovery shall take place through the use of
the following techniques: associating of Post Office and correspondence
server nodes, message numbering, marker (message high and low
water marks) exchange message transfers to equalise water marks,
and in accordance with the CCD entitled “Post Office Site Failure
Contingency Procedures”.
Where Post Office requires the origin of data to be authenticated,
Fujitsu Services shall apply a digital signature to the data prior to
transmission and shall then check it upon receipt. Digital signature
techniques and the data to which they are applied shalll be described in
the CCD entitled “Security Functional Specification” (RS/FSP/001).
Fujitsu Services shall automatically detect any attempt to alter data and
shall log such attempts for subsequent investigation by Fujitsu Services.
Details of all such attempts shall be passed to Post Office.
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6.3
6.4
7A
7.2
7.3
Schedule B4.3 Version @.0
6.2.4 Recovery
6.2.4.1 Fujitsu Services shall perform general recovery processes as specified
in the CCD entitled “Business Continuity Framework” (CS/SIP/002).
6.2.4.2 The Counter Position PC in all single Counter Position Branches shall
be fitted with a second hard disk which shall be exchangeable to
facilitate rapid exchange of systems and Transaction data in the event
of a system failure other than a hard disk failure.
PIN Pad Firmware Distribution
Fujitsu Services shall provide and maintain firmware distribution facilities to ensure the
distribution of firmware from the Data Centres to PIN Pads. The facility shall meet the
software control requirements of ISOP 9564.
Functional Title of Code
Fujitsu Services shall ensure that each component of the Horizon Service Infrastructure
is clearly marked with a functional title or code so that it can be readily identified in the
relevant documentation and related to its proper place in the Horizon Service
Infrastructure.
NBS SPECIFIC BUSINESS CONTINUITY REQUIREMENTS
Each Data Centre (if required to support the NBS on its own as a result of a failure of
the other Data Centre) shall have the capability in normal operation, with no failures
having occurred:
7.1.4 to support the Contracted Volumes in relation to the NBS and Debit Card as
defined in the CCD entitled "Horizon Capacity Management and Business
Volumes” (PA/PER/033); and
7.1.2 to support Fujitsu Services’ obligations in respect of NBS Service Levels set out
in Annex 3 to Schedule B4.4 without preventing or impairing that Data Centre’s
support for Fujitsu Services’ obligations in respect of the Service Levels for
other Services in existence at the Amendment Date.
The Data Centres (including NBS elements) will be configured such that no single point
of failure within the Data Centres will cause the NBS to fail with both Data Centres in
operation.
Switchover to backup systems within the Data Centres and for the network connections
within the Data Centres:
7.3.1 for real-time elements of the NBS affecting Banking Transactions at Counter
Positions shall be automated with the exception of the persistent store which
shall be manually switched over; and
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7.3.2
for non-real time elements may be automated or manual.
7.4 The Central Network
741
7.4.2
The loss of a major switching node within the Central Network shall not cause
the NBS to fail and should such loss occur Fujitsu Services (in addition to its
other obligations under this Agreement) shall use all reasonable endeavours to
procure that any shortfall in system performance is recovered within seven days
of that loss.
The Central Network shall be configured such that there shall be no single point
of failure within the Central Network.
75 The Alliance & Leicester Circuit
7.5.1
7.5.2
The Alliance & Leicester Circuit shall be configured such that there shall be no
single point of failure (including site failure) within the Alliance & Leicester
Circuit.
The Alliance & Leicester Circuit shall have the capability in normal operation,
with no failures having occurred to that link:
7.5.2 (a) to support the Contracted Volumes for Alliance & Leicester in relation
to the NBS as defined in the CCD entitled "Horizon Capacity
Management and Business Volumes” (PA/PER/033); and
7.5.2 (b) to support Fujitsu Services’ obligations in respect of NBS Service
Levels set out in Annex 3 to Schedule B4.4.
8. ASSOCIATED DOCUMENTS
8.1 The following CCDs are associated with this Schedule B4.3:
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Schedule B4.3 Version @.0
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Document Reference Document Title
1 PA/PER/033 Horizon Capacity Management and Business
Volumes
2 BP/DES/003 Counter Hardware Design Specification
3 CR/SPE/025 Introduction of the Mobile Configuration
4 NB/PDN/O10 PIN Pad Product Specification
5 SD/STD/001 Horizon Office Platform Service Style Guide
6 RS/FSP/001 Security Functional Specification Deleted: 2.
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7 BP/DOC/008 Automated Payments System Client List
8 TWIFS/008 Horizon to Post Office Technical Interface
Specification
9 CS/SIP/002 Business Continuity Framework
10 I BP/PRO/o03 Post Office Site Failure Contingency Procedures
[CAT F]
11 SD/DES/005 Horizon OPS Reports and Receipts - Post Office
Account Horizon Office Platform Service
2 I AP/IFS/030 Pathway to AP Client Generic Technical Interface
Specification
13__I AP/IFS/046 Pathway to CQO Technical Interface
Specification
14 I CRISPE/025 Introduction Of The Mobile Configuration
45 I AP/DOC/004 Software Sub-licence for Smart Card Security
Software
ie _I TO/STDIO04 Generalised API for OPS/TMS Technical Design
Standard
17 IM/SPE/026 Paypole Product Specification
a _I TO/ARC/029 TMS Architecture Specification
19 I CS/PRO/149 Calculating Mean Time Between Failure
20 I ET/FS/003 ETU Technical interface Specification: Horizon to
e-pay
2H NB/IFS/027 EMV Banking and Retail: NBX - POCA Technical
Interface Specification
22 I NB/IFS/028 EMV Banking and Retail: NBX - LINK Technical
Interface Specification
23 I NB/IFS/029 EMV Banking and Retail: NBX— A&L Technical
Interface Specification
24 I AS/IFS/002 Horizon to EDG - Technical interface
Specification for Track and Trace
25 I EA/IFS/030 Technical Interface Specification Impact
Programme: POLFS $80 Technical Interface
Specifications
Schedule B4.3 Version @0
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26 EF/IFS/001 Horizon-Streamline Technical Interface
Specification
27 RS/FSP/003 Statements on Security Objectives and Methods
for the Protection of Siemens Metering Code and
Data
8.2 There are no CRDs associated with this Schedule B4.3.
Schedule B4.3 Version @0
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Data File delivery to POL MIS
In respect of all Transactions undertaken on a particular day, the proportion of
Transaction records delivered to POL MIS in the first Data File and
subsequent Data Files following that day (i.e. Transactions on Day A,
delivery to POL MIS by 03:00 Day B, Day C, Day D and Day J) shall be
measured by Fujitsu Services.
The Service Levels for Data File delivery to POL MIS are as set out in the table
below:
SLT LOT ARL
Transaction Data File I 96% of all I N/A N/A
delivery to POL MIS Transaction
records shall be
delivered to TIP
Gateway by
03:00 hours Day
B;
97% of all
Transaction
records shall be
delivered to TIP
Gateway by
03:00 hours Day
C (ie. 1 Day
after Day B);
98% of all
Transaction
records shall be
delivered to TIP
Gateway by
03:00 hours Day
D (ie. 1 Day
after Day C);
100% of all
Transaction
records shall be
delivered to TIP
Gateway by
03:00 hours Day
J (ie. 6 Days
after Day D).
There are no remedies applicable in the event of a failure to achieve the SLT set out
in paragraph 3.7.2.
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SCHEDULE B5
TRANSITION AND MIGRATION
Version History
ated Tabl
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of
CCN1200
2.0 25/01/07 Baseline copy of 1.1
3.0 09/07/07 Baseline copy of 2.1
4.0 23/02/09 Baseline copy of 3.2
41 13/05/09 Applying changes as per CCN1258
6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu
‘(betetoao—*d
Schedule BS Version 60 /
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SCHEDULE B5
TRANSITION AND MIGRATION
14. [NOT USED]
2. INTRODUCTION
2.1. This Schedule B5:
2.2
23
24
3.4
3.2
Schedule B5 Version 6,0,
2.1.1 records the activities and obligations that are to be performed (and the
Dependencies as at signature of CCN1246 that are to be satisfied) in relation to
Transition and incorporates the HNG-X Programme Plan as at signature of
CCN1246 relating to the performance of those activities and obligations (and the
satisfaction of those Dependencies)
2.1.2 describes certain transitional business continuity arrangements; and
2.1.3 describes the Infrastructure Services and the elements of:
(a) __ the Horizon Service Infrastructure forming part of the Infrastructure; and
(b) the Horizon Applications that will apply;
during the Roll Out Phase.
Provisions relating to performance of the Tasks, and the procedure for reviewing and
making changes to the HNG-X Programme Plan after the date of signature of
CCN1200, are set out in Schedule B6.2.
Fujitsu Services shall carry out Transition in compliance with the Migration and
Implementation Requirements and the HNG-X Migration Assumptions.
The HNG-X Programme Plan and a description of the Dependencies as at the date of
signature of CCN1246 are set out at Parts 2 and 3, respectively, of Annex 1 to this
Schedule. The Parties agree that those parts to that Annex need not be updated to
reflect changes made subsequently to the HNG-X Programme Plan.
ACTIVITIES AND OBLIGATIONS RELATING TO TRANSITION
Introduction
The activities and obligations that are to be performed in relation to Transition fall into
two categories:
3.1.1 _ those activities and obligations that are required exclusively for the purposes of
Project HNG-X ("HNG-X Project Activities"); and
3.1.2. those activities and obligations that effect changes to the Existing Services,
Horizon Applications and Horizon Service Infrastructure that are not required
exclusively for the purposes of Project HNG-X ("Associated Change
Activities’).
HNG-X Project Activities
3.2.1. The HNG-X Project Activities are divided across the following HNG-X Project
Workstreams:
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3.2.2
3.2.3
(a) HNG-X Application development and testing;
(b) Migrate Data Centres to HNG-X Configuration;
(0) HNG-X Application Pilot;
(4) HNG-X Application Rollout;
(ce) Notused;
0) Post Application ADSL Changes; and
(9) Decommission of Horizon equipment situated in the Data Centres.
The HNG-X Project Workstreams are further described in Part 1 of Annex 1 to
this Schedule.
The relationship between the Tasks and Dependencies and the respective
HNG-X Project Workstreams is set out at Level 2 in the HNG-X Programme
Plan.
3.3 Associated Change Activities
3.3.1
3.3.2
3.3.3
The Associated Change Activities are divided across the following Associated
Change Workstreams:
(a) Service Desk Improvements;
(b) _ Next Day Engineering Service;
(c) Branch Network Changes;
(4) AP Clients Migrated to EDG;
(e) Branch router development;
(f) Branch Router Rollout; and
(9) Horizon counter PCI development
The Associated Change Workstreams are further described in Part 1 of Annex 1
to this Schedule.
The relationship between the Tasks and Dependencies and the respective
Associated Change Workstreams is set out at Level 2 in the HNG-X Programme
Plan.
3.4 Trigger Events
The Trigger Events for the transition of the HNG-X Services, other than the BCSF
Service, are set out in Schedule B3.1.
3.5 Migration Assumptions
3.5.1
Schedule B5 Version 6,0,
Page 3 of 34
Where any HNG-X Requirement within the Migration and Implementation
Requirements is inconsistent with an assumption which is (a) related to that
HNG-X Requirement and (b) set out in the HNG-X Migration Assumptions, that
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44
Schedule B5 Version 6,0,
inconsistency shall be dealt with in accordance with paragraph 4.1.2 of
Schedule B6.1.
3.5.2 In the event that:
(a) the outcome of paragraph 3.5.1 is that an HNG-X Requirement is
modified under the HNG-X Programme Requirements Change Control
Process to avoid an inconsistency with the HNG-X Migration
Assumptions and there is a consequent amendment needed to (i) any
Tasks or (ii) any Dependencies related to those Tasks; or
(b) there is any inconsistency between the HNG-X Migration Assumptions
and (i) any Tasks or (ii) any Dependencies related to those Tasks, then
to the extent that such inconsistency is identified before completion of
the Task referred to in the HNG-X Programme Plan as 'HNGXL2_0330°
(‘High-level Design’),
such matters and any amendment necessary to the HNG-X Programme Plan
shall be dealt with under the Change Control Procedure with the intention that:
(c) such adjustment to the Charges for Project HNG-X as may be
necessary shall not include adjustment to any of the Price Thresholds;
and
(4) neither Party shalll be obliged to carry out such Tasks or Dependencies
to the extent of that inconsistency until an appropriate CCN has been
agreed by both Parties.
3.5.3 If the outcome of paragraph 3.5.1 is not that an HNG-X Requirement is
modified, but the Parties agree instead to modify the HNG-X Migration
Assumptions to avoid an inconsistency with that HNG-X Requirement, such
modification and any consequent amendment needed to (i) any Tasks or (ii) any
Dependencies related to those Tasks, shall be dealt with under the Change
Control Procedure with the intention that:
(a) any adjustment to the Charges for Project HNG-X as may be necessary
may include adjustment to the Price Thresholds; and
(6) neither Party shalll be obliged to carry out such Tasks or Dependencies
to the extent of that inconsistency until an appropriate CCN has been
agreed by both Parties.
TRANSITIONAL BUSINESS CONTINUITY, INFRASTRUCTURE AND HORIZON
APPLICATIONS DURING TRANSITION
Annex 2 to this Schedule B5 sets out:
4.1.1 in Part 1 of that Annex, the Infrastructure Services and the elements of the
Horizon Service Infrastructure forming part of the Infrastructure during the Roll
Out Phase;
4.1.2 in Part 2 of that Annex, the elements of the Horizon Applications that shall apply
in each Branch during the Roll Out Phase, prior to the HNG-X Date for that
Branch; and
4.1.3 in Part 3 of that Annex, the business continuity provisions specific to NBS that
shall apply during the Roll Out Phase.
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5. ASSOCIATED DOCUMENTS
51 The following CCDs are associated with this Schedule B5:
Document Reference Document Title
1 REQ/CUS/STG/0001 HNG-X Migration Strategy - Agreed
Assumptions and Constraints
2 SD/STD/001 Horizon Office Platform Service
Style Guide
3 RS/FSP/001 Security Functional Specification
a PAIPER/033 Horizon Capacity Management and
Business Volumes
5 CS/SIP/002 Business Continuity Framework
6 AP/MAN/002 AP-ADC Reference Manual
7 BP/DOC/008 Automated Payments System Client
List
8 BP/DOC/014 POCL Automated Payments
Generic Rules
9 CRIIFS/002 Automated Payments Interface
Specification - EDG / DES
10 CS/PRD/058 Fujitsu Services / Post Office Ltd
Interface Agreement for Operational
Business Change - Reference Data
71 I BP/IFS/010 Application Interface Specification
Reference Data to Fujitsu Services
Limited
12 CS/IFS/003 Fujitsu Services/Post Office Ltd
Operational Business Change —
Branch, Interface Agreement
13 CR/FSP/006 Audit Trail Functional Specification
14 EF/SER/001 Debit Card MoP — Functional
Description
15 SD/DES/005 Horizon OPS Reports and Receipts
- Post Office Account Horizon Office
Platform Service
5.2 There are no CRDs associated with this Schedule B5.
Schedule B5 Version 6,0,
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ANNEX 1
PART 1
HNG-X PROJECT WORKSTREAMS, ASSOCIATED CHANGE WORKSTREAMS AND
RELATED TRIGGER POINTS, ACCEPTANCE POINTS AND PURCHASE POINTS
Lt ILLUSTRATIVE DIAGRAM
1.1 The following diagram shows, for illustrative purposes only, the relationship between
HNG-X Project Activities and Associated Change Activities, and some of the
Dependencies between them. It also indicates the Parties’ views, at the date of
signature of CCN1200, of the key Acceptance Points and the points at which significant
purchases occur.
Schedule BS Annex 1 part 1 Version 41.
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71) Amendment
Date
8) Post Application
‘ADSL Changes
#) Service Desk 12) Sevice
: vnprovenerts Dew Change
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i 72) Next Day
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1X2 Migrate Dla Accom 8
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24) XP P3) Purchase Complete
acceptance yp
7) HNG-X Bedding Point
X7) Decommission of In Complete
Horizon Equipment Purchase
Point
1.2 In the diagram above and elsewhere in this Agreement, references in the form:
as such in the first column in Table 1 in this Annex;
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"Xn": are references to the HNG-X Project Workstreams designated
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1.2.2 “A1", "A2", "An": are references to the Associated Change Workstreams
designated as such in the first column in Table 2 in this Annex;
1.2.3 "Z1","Z2", "Zn": are references to the Acceptance Points designated as such in
the first column in Table 3 in this Annex;
1.2.4 “P1", "P2", "Pn": are references to the Purchase Points designated as such in
the first column in Table 4 in this Annex; and
1.25 "Ti, "T2", "Tn": are references to the Trigger Points designated as such in the
first column in Table 5 in this Annex.
1.3 Where there is an inconsistency between the description of an item in the diagram
above and the description of that item in the Tables in this Part 1 of Annex 1, the
description in those Tables shall prevail.
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2
DESCRIPTIVE TABLES
Table 1 - HNG-X Project Workstreams
# ~~] Name and HNG-X I Description
Programme Plan
Reference
x1] HNG-X Application I Development and testing of the Business Capabilities and Support
development and I Facilities and associated HNG-X Service Infrastructure including
testing any changes required to intercept new functionality released on
the Horizon Service Infrastructure. This work includes purchase
HNGXL2_0175 and building of test environments in the Data Centres. This
environment will later become the production system at the live
Data Centre and the disaster recovery/test system at the disaster
recovery site, each such site being a different Data Centre.
Xta I FS Testing A milestone within HNG-X Project Workstream X1 when Fujitsu
complete Services testing is complete.
HNGXL2_0942
x2. I Migrate Data Migrate the environment used in testing referred to in X1 above to
Centre to HNG-X _I its production configuration.
Configuration
Before this activity can start, the AP Clients need to have been
HNGXL2_0955 migrated to the EDG (A4), the Business Capabilities and Support
Facilities development, testing and acceptance has to complete
(X1, Z2) and branch network changes have to be completed (A3).
Included in this activity is the decommissioning of the Data Centres
at Wigan and Bootle.
x3 I HNG-XPilotand I Pilot of the Business Capabilities and Support Facilities in the
Acceptance Branch estate. Pilot is planned to last for six months.
HNGXL2_0990 Pilot Branches must have had their router installed before they are
migrated and the Data Centre needs to be ready for the HNG-X
System (T5).
x4 I HNG-X Application I Rollout of the Business Capabilities and Support Facilities to the
Rollout
HNGXL2_1005
Branch estate. Before this can take place, Z3 must have occurred.
Rollout is planned to take six months. Rollout will be in
accordance with the HNG-X Migration Assumptions.
Each individual Branch must have had its router installed before it
can be migrated.
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# Name and HNG-X__I Description
Programme Plan
Reference
x5
Not Used
x6 I Post Application Branches on ADSL IPStream Office will be migrated to IPStream
ADSL Changes Home once HNG-X Application Rollout (X4) is complete. This is
planned to take three months.
HNGXL2_1020
x7 I Decommission of I Once HNG-X Application Rollout (X4) is complete, elements of the
Horizon equipment
HNGXL2_1010
Horizon Service Infrastructure remaining at the Data Centres will
be decommissioned. As part of this activity, some software
changes will be made at the Data Centres.
Table 2 - Associated Change Workstreams
# I Name Description
At I Service Desk The migration of the existing help desk dedicated to Post Office to a
Improvements single Service Desk shared with other customers of Fujitsu
Services, such Service Desk to be based in the United Kingdom
HNGXL2_0010 and use Fujitsu Services’ corporate tool set.
‘A2 I Next Day The introduction of ‘next day’ Service Levels in relation to the
Engineering Service I Engineering Service, as set out in the Service Description for the
Engineering Service.
HNGXL2_0025
A8 I Branch Network Changes to the Branch telecommunications network including:
Changes 1) the Branch Network Resilience Service;
HINGXL2_0095 2) ADSL IP Stream for rural Branches;
3) ADSL IP Stream for remaining Branches using ADSL;
4) the replacement of VSAT by ADSLor ISDN,{in accordance
with the HNG-X Migration Assumptions); and
5) the consolidation of ISDN types to single data type.
‘A4 I Confirm all Clients I APS Clients that are currently directly connected to the Horizon
have successfully
Service Infrastructure are migrated to use the EDG instead.
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# I] Name Description
moved to EDG The migration is under the management of Post Office. If there is a
tisk that not all AP Clients will be migrated to the EDG by the time
HNGXL2_1130 X2 is due to commence, written notice must be given by Post Office
to Fujitsu Services by 1 October 2006 in order to allow an
alternative approach to be developed (notification after this date
risks delay to Project HNG-X). Any changes required will be
handled under the Change Control Procedure.
AS I Horizon counter PCI
development
HNGX_941833
Development of the solution to implement agreed changes to
Horizon counters and the HNG-X System for the handling of
Sensitive Authentication Data and Cardholder Data.
A6 I Branch router
development
HNGXL2_0095
Development of the solution to allow a router to be installed in each
Branch to replace the network functionality provided, as at the date
of signature of CCN 1200, by the Branch gateway PCs. These
changes are introduced to improve the Branch network service
(e.g. backup network to almost all Branches) rather than as a cost
reduction. The router replaces the facilities provided by the Branch
Network Resilience Service.
A7 I Branch Router
Rollout
HNGXL2_0135
Rollout of routers to the Branch estate can start once the
development (A6) is complete and the required infrastructure is
commissioned and the activities on weekends known as “b" and "c"
has been completed as part of HNG-X Project Workstream X2. Also
included in this change is migrating, where reasonably possible,
any remaining Branches on ISDN to leased circuits.
The rollout of the routers shall be undertaken in the Horizon
environment through a physical rollout in branches. The router
devices shall be installed by engineers dedicated solely to the
rollout and shall be at no additional cost to Post Office other than as
set out in Schedule D7, paragraph 3.3.3.
Router rollout is planned to start 16 February 2009 and to be
completed by 20 July 2009. As this change is made to the Horizon
Service Infrastructure it will be handled as a Release for the
Horizon Service Infrastructure.
The provisions in this row A7 (as amended by CCN 1246) are
without prejudice to the provisions of CCN1219 or Commercial
Terms (CTs) numbered CT0615¢ and CT0673 which relate to
(amongst other matters) the replacement of Old Style Mobile
Configurations with Replacement Mobile Configurations and the roll
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# I Name Description
out of Replacement Mobile Configurations in connection with the
roll out of routers to Branches.
Table 3 - Acceptance Points
Z1 I HNG-X Acceptance Gateway 1 (Readiness for Router Roll Out) - HNGXL2_0130
Z2 I HNG-X Acceptance Gateway 3 (Readiness for Live Pilot) and subsequent authorisation for
Live Pilot by the RAB - HNGXL2_0945
73 I HNG-X Acceptance Gateway 4 (Readiness for Branch Migration) and subsequent
authorisation for migration by the RAB - HNGXL2_1000
24 I Not Used
Table 4 - Purchase Points
# I Name and HNG-X Description
Programme Plan
Reference
P1 I Order Router Commit to the purchase of the 3G, 4 port routers for Branches.
This needs to occur six months before the rollout of routers (A7)
HNGXL2_0125 to allow for manufacturing. Some units will need to be purchased
before this to support development and testing.
P2 I Purchase CAL Purchase of Microsoft CAL (Client Access Licences) for counter
access to Windows based platforms in the Data Centre. This
HNGXL2_0950 needs to occur before the Live Pilot.
P3
Not Used
P4 I Purchase Screens Purchase of replacement flat screens for the Branch estate. This
HNGXL2_1075
needs to occur by 1 July 2008 so that rollout of such screens
(planned to be done on a flexible basis, in a similar manner to the
rollout of routers (A7)) can begin three months later.
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Table 5 - Trigger Points
# I Name and HNG-X I Description Planned Date
Programme Plan (as at T1 and to
Reference be superseded
by the HNG-X
Programme
Plan)
T1] Amendment Date I The effective date of CCN 1200. 1 April 2006
T2 I Service Desk 1 October 2006
Change
Service Desk changes (A1) complete.
HNGXL2_0020
T3 I Engineering Engineering Service changes (A2) complete. 2 May 2006
Service Change
Complete
HNGXL2_0030
T4 I Wigan/Bootle Data Centres at Wigan and Bootle decommissioned I 30 May 2008
Decommissioned I following move of elements of the Horizon Service
Infrastructure in those Data Centres to alternative Data
HNGXL2_1025 I Centres of Fujitsu Services. The decommissioning is
‘expected to take three months from the point that the
Data Centre is ready for HNG-X (TS).
T5 I Data Centre Ready I Data Centre ready for Live Pilot — which will occur I 4 Jan 2008
for HNG-X when all changes complete for Live Pilot to go ahead.
HNGXL2_0965
Té I Counter Completion of HNG-X Application Rollout (X4) which I 4 April 2009
Application Rollout I will occur when the last Branch is migrated from the
Complete Horizon Applications to the Business Capabilities and
Support Facilities.
HNGXL2_1015
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17 I HNG-X Bedding in
Period Complete
HNGXL2_1070
Twelve months after completion of HNG-X Application
Rollout (X4). This time is to allow the HNG-X System
to bed in fully.
1 April 2010
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ANNEX 1
PART 2
HNG-X PROGRAMME PLAN
X:\COMMERCI\,
Matthew Loughran\C'
The milestone ‘HNGXL2_0005' in the above version of the HNG-X Programme Plan should
have a corresponding activity description as ‘Contract Signature’ rather than 'T1 — Contract
Signature’.
Schedule B5 Annex 1 part 2 Version 8,0
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ANNEX 1
PARTS
DEPENDENCIES
a
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C:\Documents and
Settings\sue.thacker’
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ANNEX 2
PART1
TRANSITIONAL INFRASTRUCTURE
1. INTRODUCTION
11 This Part 1 of Annex 2 provides an overview of:
21
2.2
Schedule B5 Annex 2 part 1 Version 6,0
1.1.1. the elements of the Horizon Service Infrastructure forming part of the
Infrastructure; and
1.1.2 the related Infrastructure Services that Fujitsu Services shall provide to Post
Office,
during the Roll Out Phase.
The provisions of this Part 1 of Annex 2 shall cease to have effect upon the occurrence
of Trigger Point T6: (Counter Application Rollout Complete).
There are four elements to the Infrastructure applicable to Branches awaiting installation
of the Business Capabilities and Support Facilities during the Roll Out Phase:
1.3.1 the Central Infrastructure and Branch Telecom Infrastructure parts of the HNG-X
Service Infrastructure described in paragraphs 1.2 and 1.3.2 of Schedule B3.3;
1.3.2. the Branch Infrastructure part of the HNG-X Service Infrastructure described in
paragraph 2 of Schedule B3.4;
1.3.3 Office Platform Service (OPS) (as defined in this Annex); and
1.3.4 Transaction Management Service (TMS) (as defined in this Annex).
OPS shall cease to be applicable in respect of each Branch upon the installation of the
Business Capabilities and Support Facilities in respect of that Branch and TMS will
cease to be applicable in respect of any Transactions cartied out after such date at each
such Branch.
Unless specified otherwise, all references to Branches and Counter Positions in the
following paragraphs of this Annex shall be construed to mean those Branches and
Counter Positions during the Roll Out Phase where the Business Capabilities and
Support Facilities have not been installed and activated.
OFFICE PLATFORM SERVICE
Purpose
This paragraph 2 details the functions and capabilities provided by the OPS. The OPS is
provided using the Equipment installed in Branches described in Schedule B3.4.
Availability
2.2.1 User access to OPS
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2.2.2
(a)
(b)
(c)
(4)
(e)
Users may only log-on to the OPS in their Branch in accordance with
their defined role. Any access to data or services outside of that
Branch is controlled exclusively by the relevant counter application.
Access to OPS and services offered via OPS to Users working in the
Branches shall be controlled by a mechanism conforming to the CCD
entitled "Horizon Office Platform Service Style Guide” (SD/STD/001),
offering multiple access levels and providing specific identification of
each User. An exception to this is the Mails Application which does not
conform to the “Horizon Office Platform Service Style Guide"
(SD/STD/001).
Authentication of all Users logging on to the OPS in the Branch shalll be
undertaken by the elements of the Infrastructure on which OPS is
based. Full access control and password management facilities shall
be provided. Users shall only access those Applications for which they
have been given permission by the Branch. Each User shall be
identified by a unique User-id and individual password.
The OPS shall provide facilities to enable the Branch Manager to
establish new Users and set an initial password for all Users in a
Branch. Should a User forget their password the Branch Manager shall
be able to reset the password. The same procedure shall apply at
single Counter Position Branches and multiple Counter Position
Branches.
For situations where the sole User (e.g. Branch Manager in a single
Counter Position Branch) has forgotten their password, the OPS shall
provide the facility to generate a unique key as part of the log on to a
specific username. This shall be phoned to the Help Desk who shall
provide the corresponding key which when input to OPS shall allow
access to the administration facilities. The User shall then be able to
reset their User password.
Concurrency
The solution for OPS is based on a PC infrastructure configured such that
multiple activities within a Branch do not significantly impact on each other. In
particular back office processes (e.g. report production) will be operate on a
logically consistent set of data which will not be affected by any concurrent
counter transactions.
2.3 Security
2.3.1
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Security of data and audit trail for OPS
(a)
All data captured at a Branch either as part of a Transaction performed
at a Counter Position or as an administration function shall form part of
a unique Transaction which shalll be given a unique reference number
by Riposte and details stored in the message store. The format of this
message store entry shall vary according to the Transaction type but
will typically contain:
() Post Office ID;
(ii) Counter Position ID;
(ii) unique Transaction ID;
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(b)
()
(a)
(e)
()
(iv) date;
() time;
(vi) User ID;
(vil) Application; and
(vii) Transaction details.
Each Counter Position PC shall contain a journal and all journal entries
shall be automatically replicated to all other members of the work
group. A work group shall include all the Counter Position PCs in the
Branch and one of the correspondence servers, at which TMS is
provided, This correspondence server forms part of a “cluster” of
correspondence servers of which two are located on one Data Centre
site and the remaining two located on the other Data Centre site. All
Transactions associated with one correspondence server are
automatically replicated to the other site. Within each site all
Transactions are reliably mirrored within a multiple disk array which
has no single point of failure.
Once data are stored in the message store they shall never be altered.
New Transactions shall always be appended to the message store.
Retrieval of data using a particular key field shall retrieve all entries
containing that field.
The security of data held within OPS shall not be compromised by any
incident nor when OPS is re-established following any Incident.
Fujitsu Services shall provide synchronisation facilities which shall
automatically check the status of the journal for a node when it is re-
established following failure. Should the journal be out of step (e.g.
through failure of the Counter Position PC) Fujitsu Services shall
automatically synchronise the journal and any data files to the same
state as all other journals in that work group. Synchronisation may
oceur from another Counter Position PC (in a multi-Counter Position
Branch) or from one of the correspondence servers or the second hard
disc referred to in paragraph 4.2.4(b) (in a single Counter Position
Branch).
The operating system supporting the OPS shall provide assurance of
access control and data integrity functions.
2.3.2 OPS Secure Suspension
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(a)
(b)
The OPS and the elements of the Infrastructure on which OPS is
provided shall provide secure time-out facilities for each Counter
Position PC.
Fujitsu Services shall provide a User activated suspension which shall
enable the User to either:
(i) clear the screen and leave the Counter Position PC for a short
period, In such circumstances, the User session shall be
reactivated by the User entering their password. Any
applications which were active shall be left active. The display
presented when the suspension facility is activated shall be
different to any normal desktop or application screen; or
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(c)
(4)
2.3.3
(ii) suspend a customer session and start a second session, and
thereafter swap between the two sessions until one of them has
been completed.
While an individual Transaction is waiting for input from a peripheral, a
pick-list or on-line interaction, or while reports or receipts are printing,
these facilities may be inhibited.
Should the User who initiated the suspension be unable to re-activate
the facility, the following actions may be taken:
(i) after a period of time, during which there is no active session,
the session shall be automatically logged-out. A journal
message will be created indicating this;
(ii) the Branch Manager may assume responsibility for any
uncompleted session, the Stock Unit or share thereof, by
entering his own User name password;
(iii) once the Counter Position PC has logged-out any authorised
User may then use that Counter Position PC; and
(iv) all the above Events shall be written to the journal.
The facility shall allow the User to resume work with the minimum delay
consistent with achieving security in accordance with the provisions
hereof.
Inactivity Time-out
(a)
(b)
()
The OPS and the elements of the Infrastructure on which OPS is
provided shall provide secure inactivity time-out facilities if the Counter
Position PC is inactive for a period defined in reference data for each
Counter Position PC.
Should the User be unable to re-activate the facility, the following
actions may be taken:
(i) after a period of time during which there is no active session the
session shall be automatically logged-out. A journal message
shall be created indicating this;
(ii) the Branch Manager may assume responsibility for any
uncompleted session, the Stock Unit or share thereof, by
entering his own User name / password;
(iii) once the Counter Position PC has logged-out, any authorised
User may then use that Counter Position PC; and
(iv) __ the above events shall be written to the journal.
The facility shall allow the User to resume work with the minimum delay
consistent with achieving security in accordance with the provisions
hereof.
2.3.4 Eneryption Key Management
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2.3.5
(a) The OPS shalll support a reliable and secure means for the storage and
transfer of data. This shall include the use of techniques used
selectively and in agreement between Post Office and Fujitsu Services
as specified in the CCD entitled "Security Functional Specification”
(RS/FSP/001).
(b) With the exception of PIN Pads (in which case paragraph 2.3.4(c) shall
apply), a key management system shalll be in place so the encrypted
data can be deciphered without risk of that cryptographic key being
exposed.
(c) Fujitsu Services shall support the use of PIN Pads and the associated
cryptographic management. PIN Pads shall comply with the
requirements of ISO 9564.
Horizon OPS Style Guide
Any HNG-X Service to be offered via the OPS shall be provided in accordance
with the CCD entitled “Horizon Office Platform Service Style Guide”
(SD/STD/001) which shall set out, among other things, general guidelines for
the Human Computer Interface. An exception to this is the Mails Application
Which does not conform to the “Horizon Office Platform Service Style Guide”
(SD/STD/001).
3. TRANSACTION MANAGEMENT SERVICE
34 Purpose
This paragraph 3 details the functions and capabilities provided by the TMS.
3.2 Overview
3.2.1
3.2.2
The TMS shall provide the interworking between the Branches and the Data
Centres using the Branch Telecom Infrastructure. TMS shalll be provided using
both Branch and correspondence server Equipment, presenting interfaces to the
HNG-X Service Infrastructure for onward transmission to Client systems or the
Post Office Service Environment.
The role of TMS shall be to provide a secure and resilient messaging and
journalling service which shall support the transfer of data between OPS and the
HNG-X Service Infrastructure.
3.3 General Attributes
3.3.1
3.3.2
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Scalability
(a) Fujitsu Services shall provide TMS such that it shall be scaleable to
meet Post Office's future business needs in accordance with the CCD
entitled “Horizon Capacity Management and Business Volumes"
(PAPER/033).
(b) The modular nature of TMS and the Horizon Service Infrastructure shall
be scaleable to enable the workload growth specified in the CCD
entitled “Horizon Capacity Management and Business Volumes"
(PA/PER/033) to be accommodated, subject to the design constraints
of the Horizon Applications.
Data Integrity
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(a)
(b)
A Horizon Application or TMS Agent shall be able to be certain, at
some level, that data have been positively acknowledged as received
by TMS, or a peer application connected to TMS.
Data transfers shall be capable of being despatched as:
(i) immediate;
(ii) background / trickle fed; and
(iii) time deferred.
3.4 General Service description
3.441
Interface support
TMS shall interface with each instance of OPS within each Branch.
3.4.2 Data delivery
(a)
(b)
TMS shall provide for the distribution and collection of both file and
record level data to and from the OPS.
Overnight Fujitsu Services shall produce a report of those Branches
which have not been polled in the last 24 hours (including date of
report, FAD code of each unpolled Branch and the date when that
Branch was last polled), and that report shall be e-mailed to Post
Office's Business Support Unit.
4. GENERAL INFRASTRUCTURE SERVICES REQUIREMENTS
44 Introduction
This paragraph 4 contains characteristics common to both the OPS and TMS.
4.2 Links from OPS to TMS
4.241
General
(a)
(b)
()
Each instance of OPS within Branches shall interface with TMS to allow
the transfer, in both directions, of authorised data files and messages.
The transfer of data between OPS and TMS shall be secure, complete,
accurate and robust.
Within OPS it shall be possible for OPS to identify whether data from
OPS have been received by TMS or not.
4.2.2 Data Replication
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(a)
(b)
Fujitsu Services shall use data replication and synchronisation
techniques to ensure that data transfer between Counter Positions at
which OPS is provided and between instances of OPS at each Counter
Position and the TMS are secure, complete, accurate and robust.
Once a Transaction has been settled at a Counter Position, TMS shall
commit the full Transaction details to that Counter Position PC's
message store. The Transaction details shall simultaneously be
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(c)
(a)
(e)
4.2.3
4.2.4
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automatically replicated to all other Counter Position PCs in the Branch
so that the data are securely captured. In addition, Fujitsu Services
shall automatically replicate Transaction details to a remote server at
which TMS is provided,
The OPS Counter Position PCs and TMS servers are known as
“nodes”.
All data and message transfers from a single node shall be generated
in a strict numbered sequence with a unique node identification. Any
attempt to introduce a fraudulent message shall be automatically
detected and rejected by OPS.
Data and message transfers shall be resilient to either network or node
failure. When the failure condition is resolved the nodes shall
automatically synchronise and complete any data or message transfers
that are required to ensure these nodes are in a consistent state.
Data Integrity
(a)
(b)
()
(a)
Fujitsu Services shall use techniques to ensure data integrity within the
OPS and as part of data/message transfer between OPS and TMS,
including:
(i) cyclic redundancy checks shall be calculated for all journal
records, including Reference Data; and
(ii) data encryption used selectively on certain data fields.
All messages and data shall have a cyclic redundancy check applied
when they are initially committed to the journal and this shall be
checked every time the message or data is accessed. This shall
protect against accidental corruption and casual tampering. Any failure
of a cyclic redundancy check shall cause the message to be rejected
and retrieved from alternate nodes.
In the event that nodes fail, recovery shall take place through the use of
the following techniques: associating of Post Office and
correspondence server nodes, message numbering, marker (message
high and low water marks) exchange message transfers to equalise
water marks.
Fujitsu Services shall automatically detect any attempt to alter data and
shall log such attempts for subsequent investigation by Fujitsu
Services. Details of all such attempts shall be passed to Post Office.
Recovery
(a)
(b)
Fujitsu Services shall perform general recovery processes as specified
in the CCD entitled “Business Continuity Framework” (CS/SIP/002).
The Counter Position PC in all single Counter Position Branches shall
be fitted with a second hard disk which shall be exchangeable to
facilitate rapid exchange of systems and Transaction data in the event
of a system failure other than a hard disk failure.
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PART 2
TRANSITIONAL APPLICATIONS
The following provisions of this Part 2 of Annex 2 will be effective in respect of each Branch until
the HNG-X Date for that Branch.
4
Ww
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EPOsSS
EPOSS is an electronic point of sale service application which provides the following
functions:
1.1.1. onall Counter Positions in all Branches and Other Authorised Locations:
(a) facilities to Counter Clerks in support of Transactions with Customers;
(b) a “till” function; and
(0) a framework within which other applications can be invoked to support
specialised Transactions within a Customer Session;
1.1.2 to Users within Branches including:
(a) __ stock balancing;
(b) Branch cash accounting;
() production of Client summaries; and
(a) User administration tasks;
1.1.3. transfer of data to Post Office systems and services outside the Horizon Service
Infrastructure using the File Management Support Facility; and
1.1.4 management information reporting using the File Management Support Facility.
EPOSS records Transactions to the Riposte message store. These are replicated by
Riposte to the message stores on file servers at the Data Centres. The TMS Agents
extract and reformat Transaction data and present it for further analysis, summarisation
and forwarding by the Business Capabilities and Support Facilities.
Cash, cheque and voucher methods of payment are handled by EPOSS. For payment
using a debit card, EPOSS (from the settlement menu) initiates Debit Card to obtain
authorisation of payment.
APS:
APS js a generic application that enables Post Office to provide a range of bill payment
and pre-payment services to the customers of many Post Office Clients. APS provides
transaction facilities at the counter, integrated into Customer Sessions using facilities
provided by EPOSS. APS also supports transfer of data to and from Post Office Client
systems and Post Office systems via the Business Capabilities and Support Facilities.
APS is available at all Counter Positions in all Branches.
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2.2
2.3
2.4
25
2.6
2.7
Schedule B5 Annex 2 part 2 Version §.0,
APS supports a range of advanced data capture facilities (the "AP-ADC Facility”) which
are controlled and constrained by Post Office Reference Data. These facilities extend
the capabilities of APS and provide support for:
2.2.1 product selection mechanisms using picklists;
2.2.2 a range of data capture and validation routines;
2.2.3 external applications as the Parties may agree under the Change Control
Procedure; and
2.2.4 the use of print templates in support of customised receipt and slip print layouts.
The production of Reference Data by Post Office to make use of the AP-ADC Facility
shall be in accordance with and subject to the provisions of the CCD entitled “AP-ADC
Reference Manual” (AP/MAN/002) once that CCD has been agreed and introduced in
accordance with the provisions of CCN 1131b. Until that CCD has been agreed and
introduced, the production of Reference Data by Post Office to make use of the AP-ADC
Facility shall be in accordance with the document entitled “AP-ADC Reference Manual”
(AP/MAN/002) version 3.2 (or any subsequent version thereot agreed through the
Change Control Procedure).
APS supports the following range of Tokens conforming to the standards in the relevant
CCDs:
2.3.1 magnetic stripe cards; and
2.3.2 bar coded documents.
APS supports the use of desktop buttons, which may be specified as being equivalent to
a manually entered AP barcode Token.
As referred to in paragraph 2.2.3 of this Annex, APS supports access to DVLA POME
for the purpose of vehicle re-licensing Transactions only. DVLA POME is the Driver
Vehicle and Licensing Agency (DVLA) and Post Office MOT enquiry service which is
based on systems that are external to the Horizon Service Infrastructure. The AP-ADC
Facility will perform online interactions with DVLA POME using the DVLA Licensing
capability of the Business Capabilities and Support Facilities during a vehicle re-
licensing Transaction, Such interaction will take place via the DVLA Ontline Link.
Information concerning MOT status and vehicle excise duty as well as other supporting
data will be retrieved during the course of such on-line interaction, as specified by Post
Office Reference Data for the purposes of the re-licensing Transaction. The interaction
with DVLA POME may be configured to deal with scenarios where no response is
received from DVLA POME within designated time periods.
APS handles interaction with customer Tokens and records Transactions in the Riposte
message store. It also passes Transaction details to EPOSS for incorporation into a
Customer Session. Transaction data is replicated by Riposte to the message stores on
file servers at the Data Centres. The APS agents extract and reformat transaction data
and present it for further analysis, summatisation and forwarding by the Business
Capabilities and Support Facilities.
The clients and tokens supported by APS are referred to in the CCD entitled
“Automated Payments System Client List” (BP/DOC/008), Specific payments and the
APS Transactions which support them conform to the relevant AP Client Specification,
which in turn references the CCD entitled “POCL Automated Payments Generic Rules”
(BP/DOC/014) and appropriate Token Technology Specification(s). Data is transferred
to AP Clients using the File Management Support Facility in accordance with the
appropriate Application Interface Specification. Such transfer will either be direct to the
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Schedule B5 Annex 2 part 2 Version §.0,
AP Client in accordance with the relevant automated payment client specification or via
the EDG in accordance with the CCD entitled “Automated Payments Interface
Specification - EDG / DES” (CR/IFS/002).
Post Office will be responsible for:
2.8.1 the design and development of new AP Transactions that use the AP-ADC
Facllity;
2.8.2 (save to the extent that Fujitsu Services is required to facilitate testing of Post
Office Reference Data in accordance with the CCD entitled “Fujitsu Services /
Post Office Ltd Interface Agreement for Operational Business Change -
Reference Data’ (CS/PRD/058)) ensuring that Post Office Reference Data,
intended to introduce those new Transactions, functions correctly within the
Horizon Service Infrastructure (in accordance with any applicable Reference
Data rules) and has the desired business effect; and
2.8.3 defining receipts (for all AP Transactions that use the AP-ADC Facility) that
contain sufficient information to allow manual recovery of a subset of the
transaction data following a system failure, to the extent that such manual data
recovery is required by Post Office.
LFS
The LFS application provides an interface between Branches and the Post Office’s
Advanced Distribution System (SAP/ADS) using the File Management Support Facility
and is at all Branches.
LFS includes an LFS Branch application. This is present on all Counter Positions at all
Branches. It provides:
3.2.1 screen dialogues for inputting relevant data which are written to the Riposte
message store;
3.2.2 facilities for scanning bar coded labels to monitor movement of cash and stock
bags and pouches into and out of the Branch. Data captured from these bar
codes are written to the Riposte message store; and
3.2.3 a facility for viewing specialised messages originated by SAP/ADS and
transmitted to the Branch.
LFS includes an interface to SAP/ADS for the exchange of batch data using the File
Management Support Facility and manages the forwarding to, and receipt from,
Branches of that data. Data created in Branches is extracted from the Riposte message
stores by agent applications.
MESSAGE BROADCAST
The Message Broadcast ("MBS") application provides a mechanism for transmitting
plain text messages to all Branches or to Branches specified in a list.
MBS comprises the MBS Branch application, which provides facilities for managing
messages received, presenting available messages for selection by Users, displaying
messages on the Counter Position screen and printing them to the back-office printer.
This is available at all Counter Positions in all Branches (but messages can only be
received at locations with a data communications link).
MBS utilises the Message Handling Support Facility, which provides facilities for
creating messages by text input (including copying text from other electronic documents
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5.1
5.2
5.3
Schedule B5 Annex 2 part 2 Version §.0,
including emails received by Fujitsu Services from Post Office) and distributing them to
Branches.
NBS
The NBS application supports transaction of banking business in Branches. It is
installed at all Counter Positions in all Branches, but requires an operational data
communications link in order to process Transactions. NBS is invoked from EPOSS.
either by:
5.1.1. a card swipe (or input of card details) where EMV functionality is not supported
in respect of that card; or
5.1.2 a Customer inserting his or her card into the chip card reader in a PIN Pad
where such card supports EMV functionality,
while in serve customer mode other than at the settlement menu.
The following Transaction types are supported by the NBS:
5.2.1 cash deposit;
5.2.2 cash withdrawal,
5.2.3 balance enquiry;
5.2.4 withdraw limit;
5.2.5 change of PIN at PIN Pad; and
5.2.6 cheque deposit.
NBS has the following functional components:
5.3.1 NBS manages reading of data from magnetic stripe bank cards and EMV chip
cards, presentation of screen dialogues to the User and User data input, input of
PIN numbers by customers, and printing of receipts. It also integrates the
banking Transactions into an EPOSS Customer Session. NBS writes data to a
message store, including immediate” messages to initiate message exchange
with the Bank systems, this message exchange being brokered by the Business.
Capabilities and Support Facilities.
5.3.2 NB Authorisation Agent applications run on servers at the Data Centres. Such
servers harvest relevant “immediate” and standard messages. Messages
between the Counter Position and the Bank systems are brokered by the
Business Capabilities and Support Facilities. Standard messages are harvested
by the agents and summarised and forwarded to the Reconciliation Application
within the Business Capabilities and Support Facilities; and
5.3.3 The Reconciliation Application as used by NBS receives data from the NB
Authorisation Agents and from Bank systems and prepares reports reconciling
these data streams and identifying reconciliation exceptions for investigation
and corrective action. These facilities are provided by the Business Capabilities
and Support Facilities.
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61
6.2
6.3
6.4
65
6.6
7.1
7.2
7.3
Schedule B5 Annex 2 part 2 Version §.0,
REFERENCE DATA MANAGEMENT APPLICATION
The Reference Data Management Application is a database application running in the
Data Centre. It receives Reference data from the Post Office Reference Data System in
accordance with the CCD entitled “Application Interface Specification Reference Data to
Fujitsu Services Limited” (BP/IFS/010). It also provides facilities for the manual input of
data by Fujitsu Services’ personnel and incorporation of system generated data from
other parts of the Horizon Service Infrastructure.
Reference Data from Post Office Reference Data System is delivered in separately
identifiable change instructions and loaded into Fujitsu Services’ Reference Data
Management Centre. These change instructions are then made available to a daily
extract process when correct authorisation for each request is received from Post
Office. Details regarding the delivery and authorisation of Reference Data are given in
the following CCDs:
6.2.1 for products, “Fujitsu Services / Post Office Ltd Interface Agreement for
Operational Business Change - Reference Data” (CS/PRD/058); and
6.2.2 for Branches, “Fujitsu Services/Post Office Ltd Operational Business Change —
Branch, Interface Agreement” (CS/IFS/003).
Reference Data Management Application is implemented with the following major
functional components:
6.3.1 Reference Data Management agents running on Data Centre servers;
6.3.2 host database application in the Data Centre; and
6.3.3 _ file transfer capabilities provided by the Central Infrastructure.
Reference Data Management Application provides facilities for version control of
Reference Data including start and end dates for its validity. It manages distribution of
Reference Data to Branches via the Infrastructure.
Reference Data Management Application provides data used by alll the other Initial
Horizon Applications and has the potential to extend this to additional Horizon
Applications running on the Horizon Service Infrastructure.
Reference Data Management Application shall check Reference Data consistency and
report exceptions.
AUDIT FACILITIES
The Audit facilities provide the mechanisms to record and maintain an audit trail of
Transactions and events according to the CCD entitled “Audit Trail Functional
Specification” (CR/FSP/006).
The Audit facilities enable the recording of an operational audit trail and a commercial
audit trail as such terms are referred to in the CCD entitled “Audit Trail Functional
Specification” (CR/FSP/006). These comprise the audit trail associated with the
operation of the Applications operated by Fujitsu Services, and the audit trail of that part
of Fujitsu Services’ internal commercial records to which Post Office's internal auditors
or agents have access.
Data within the operational audit trail will be retained for 18 months, although
transaction data in the TMS journal, including data relating to NBS and Debit Card will
be retained for seven years.
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7.4 Data within the commercial audit trail will be retained for seven years, although some
data will be retained for the term of the Agreement which may be longer.
7.5 Access to audit trail data is provided to authorised Post Office personnel either by
interactive access or through a set of standard reports.
7.6 The storing of audit data and the retrieval of data to satisfy the requests are provided by
the Business Capabilities and Support Facilities.
8. RECONCILIATION FACILITIES
Reconciliation Facilities are provided by the Business Capabilities and Support
Facilities.
9. DEBITCARD
9.1 The Debit Card application supports Transaction of Debit Card payments in Branches.
It is installed at all Counter Positions in all Branches, but requires an operational data
communications link in order to process Transactions. Debit Card can be invoked from
EPOSS either by:
9.1.1 a card swipe (or input of card details) if EMV functionality is not supported in
respect of that card; or
9.1.2 a Customer inserting his or her card into the chip card reader in a PIN Pad
where such card supports EMV functionality,
when EPOSS is at the settlement menu.
9.2 The following Transaction types are supported:
9.2.1 Debit Card purchase;
9.2.2 Debit Card refund; and
9.2.3 Explicit Reversal (as defined in the CCD entitled “Debit Card MoP Functional
Description” (EF/SER/001)) or its equivalent functionality in the Business
Capabilities and Support Facilities.
9.3 Debit Card has the following functional components:
Schedule B5 Annex 2 part 2 Version §.0,
9.3.1 Debit Card manages reading of data from magnetic stripe debit cards and EMV
chip cards, presentation of screen dialogues to the User and User data input,
and printing of receipts. It also integrates the DC Transactions into an EPOSS
customer session. Debit Card writes data to the Riposte message store,
including “immediate” message exchange with the Data Centre, and onwards to
the Merchant Acquirer (this message exchange being brokered by the Business
Capabilities and Support Facilities); and
9.3.2 The DC Authorisation Agents run on servers at the Data Centres. Such servers
harvest relevant “immediate” and standard messages. Messages between the
Counter Position and the Merchant Acquirer are brokered by the Business
Capabilities and Support Facilities. Standard messages are harvested by the
agents and summarised and forwarded to the Reconciliation Application
provided by the Business Capabilities and Support Facilities.
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10. MAILS APPLICATION
10.1 Mails is a postal acceptance application designed to fully automate the service selection
10.2
10.3
10.4
10.5
Schedule B5 Annex 2 part 2 Version §.0,
and pricing of mails items transacted at Counter Positions. Mails provides transaction
facilities at each Counter Position, integrated into the Customer Session using facilities
provided by EPOSS. Mails replaces the scales functionality of EPOSS.
Mails is a standard cashier script application that has been customised for UK use by
the addition / alteration of cashier scripts and the creation of specific Mails Reference
Data. Mails Reference Data is unique to the Mails Application and is supplied by Post
Office Limited. Mails Reference Data contains Client data, typically comprising services,
tariffs, rules and constraints.
Mails accepts manual input of data (weight, destination, service type) as well as
automatic input from electronic weigh scales and barcode readers.
Mails is implemented with the following major functional components:
10.4.1 Mails Application running on every Counter Position;
10.
2 Data Centre support for Reference Data subscription groups;
10.4.3 Mails agents (for Reference Data distribution) running on the Data Centre
servers; and
10.4.4 File transfer facilities supported by the Business Capabilities and Support
Facilities.
Mails supports the following postal acceptance functionality:
10:
1 Mails includes the Clients, their products and services as defined by Mails
Reference Data;
Mails applies conformance to the business rules defined in Mails Reference
Data and only permits users to select those services that are valid for a set of
input variables (weight, destination, value of content, delivery urgency and
signature required);
10.5.3 Mails can be customised by Mails Reference Data;
Mails prints postage labels and receipts as defined in the CCD entitled “Horizon
OPS Reports and Receipts - Post Office Account Horizon Office Platform
Service" (SD/DES/005);
10.5.5 Mails includes on screen help and links to additional Mails help screens in the
form of HTML pages which can be accessed by the Counter Clerk;
10.5.6 Mails accesses the generic Postcode Address File ("PA File") to verify or
complete a destination address on selected services;
Mails captures track and trace barcode information during a mails acceptance
transaction and passes this information along with associated PA File data to
the EDG for onward transfer to Clients by the Business Capabilities and Support
Facilities; and
10.5.8 Mails allows the capture of the track and trace barcode information and
verification of price for pre- franked “bulk mail". The track and trace and item
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details are sent to the EDG for onward transfer to Clients by the Business
Capabilities and Support Facilities.
10.6 Mails records complete postage related details including value, weight, destination,
service(s), track and trace, postcode and label as well as alll other standard transaction
details to the message store.
11. MAILS ADMINISTRATION APPLICATION
11.1. Mails Administration supports the following functions:
W444
11.4.2
11.1.3
11.4.4
Mails despatch and exception handling;
Local collect;
Return of undelivered priority mails items; and
Fast input of "bulk mail” (known as "Speed Bulk").
11.2 Mails despatch
11.24
11.2.2
11.2.3
11.2.4
The despatch process allows the reconciliation between track and trace items
scanned in as part of the acceptance process and those awaiting collection by
the carrier.
For mails items confirmed as available for despatch a record will be created and
sent to the EDG for onward transfer to Clients by the Business Capabilities and
Support Facilities.
The despatch process will include a mechanism for recording if the despatch is
the last for that day.
The despatch process will allow reconciliation errors to be corrected or an
exception report produced prior to the despatch of the remaining items.
11.3 Local collect
11.3.4
11.3.2
11.3.3
The local collect function allows mails items delivered to the Branch for local
collect to be scanned in using the track and trace barcode. A record of barcodes
will be sent to the EDG for onward transfer to Clients by the Business
Capabilities and Support Facilities.
The local collect function allows mails items to be collected by Customers and
will charge either an open or fixed fee. A record of each collected item will be
sent to the EDG for onward transfer to Clients by the Business Capabilities and
Support Facilities.
The local collect function allows items that have not been collected after a
defined period to be scanned out of the Branch. A record of each non collected
item will be sent to the EDG for onward transfer to Clients by the Business
Capabilities and Support Facilities along with a code indicating the reason for
non collection.
11.4 Return of undelivered priority items
Priority mails items not delivered by the carriers delivery agent can be returned to any
Post Office and recorded by scanning the track and trace barcode. A record of each
collected item will be sent to the EDG by the Business Capabilities and Support
Schedule B5 Annex 2 part 2 Version §.0,
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11.5
12.1
12.2
13.1
13.2
13.3
Schedule B5 Annex 2 part 2 Version §.0,
Facilities for onward transfer to Clients along with a code indicating the reason for non
delivery.
Speed Bulk
Pre-franked mails (Bulk Mails) can be scanned in without any weight / price checks. A
record of each collected item will be sent to the EDG for onward transfer to Clients by
the Business Capabilities and Support Facilities.
ETU APPLICATION
The ETU Application supports the Customer purchase or refund of mobile phone related
credits and associated content products (e.g. ring tones), It is installed at all Counter
Positions in all Branches, but requires an operational data communications link in order
to process Transactions. ETU credit products (known as Topup products or PIN
products) are invoked by swiping a card (or input of card details). ETU content products
(known as PIN/e-voucher products) are invoked by selecting an ETU desktop button.
The following Transaction Types are supported:
12.1.1 the purchase of a card based Topup product;
12.1.2 the purchase of card based PIN product;
12.1.3 the purchase of a PIN/e-voucher product;
12.1.4 the refund of a card based Transaction; and
12.1.5 the refund of a PIN/e-voucher Transaction.
The ETU Application manages reading of data from magnetic stripe cards, the selection
of ETU products from menus, the presentation of screen dialogues to the User and User
data input, and the printing of receipts. It also integrates the ETU Transactions into an
EPOSS Customer Session. ETU wiites data to the Riposte message store, including
*immediate” messages to initiate message exchange with the e-pay authorisation
system, provided by Business Capabilities and Support Facilities.
BUREAU APPLICATION
The Bureau Application provides the ability to trade foreign currencies and traveller's
cheques at Counter Positions. The service provided in a particular Branch can range
from none to full bureau de change facilities, depending on the Bureau Type defined in
Reference Data for the Branch in question.
The Bureau Application has the ability to receive Spot Rates Files and Margins Files
from the Post Office using the Business Capabilities and Support Facilities, and to use
the data in these files to control the rates at which currencies and travellers’ cheques
are traded.
The Bureau Application extends EPOSS counter functionality to support, depending on
Bureau Type, for:
13.3.1. buying currency and travellers’ cheques;
13.3.2 selling currency and travellers’ cheques;
13.3.3. remitting currency and travellers’ cheques for sale (but not travellers’ cheques
redeemed) into and out of Branches;
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13.3.4 transferring currency and travellers’ cheques for sale (but not travellers’
cheques redeemed) between Stock Units;
13.3.5. revaluing currency to reflect changes in spot rates; and
13.3.6 declaring the quantities of bureau stock on hand.
14. PAF FACILITY
14.1 The PAF Facility is a generic facility based on QAS Software. The PAF Facility is not
an Horizon Application itself, but may be invoked by a PAF Calling Application.
14.2 The function of the PAF Facility is to:
14.2.1 allow Users to validate an address by entering the details of premises and
postcode or premises, street and town of the address to be validated;
14.2.2 present Users with a validated postal address;
14.2.3 permit Users to enter a postal address manually; and
14.2.4. make available the manually entered postal address for use in the PAF Calling
Application.
14.3 The PAF Facility is provided by the Business Capabilities and Support Facilities.
Schedule BS Annex2part2 Version8Q se s—s—s—‘—sSSSCSCS,
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PART 3
NBS SPECIFIC BUSINESS CONTINUITY REQUIREMENTS
This Part 3 of Annex 2 sets out the business continuity provisions specific to NBS that shall
apply during the Roll Out Phase.
4 NBS
1 Each Data Centre (if required to support the NBS on its own as a result of a failure of
the other Data Centre) shall have the capability in normal operation with no failures
having occurred:
1.1.1 to support the Contracted Volumes in relation to the NBS and Debit Card as
defined in the CCD entitled "Horizon Capacity Management and Business
Volumes” (PA/PER/033); and
1.1.2 to support Fujitsu Services’ obligations in respect of NBS Service Levels set
out in (as the case may be):
(a) Annex 3 to Schedule B4.4; or
(b) paragraph 2.3.4 of the CCD entitled “Branch Network: Service
Description” (SVM/SDM/SD/0011) and paragraph 3.3.4.5 of the
CCD entitled “Data Centre Operations Service: Service
Description” (SVM/SDM/SD/0003),
without preventing or impairing that Data Centre's support for Fujitsu Services’
obligations in respect of the Service Levels for other HNG-X Services in
existence at the Amendment Date.
1.2 The Data Centres (including NBS elements) will be configured such that no single
point of failure within the Data Centres will cause the NBS to fail with both Data
Centres in operation.
1.3 Switchover to backup systems within the Data Centres and for the network
connections within the Data Centres:
1.3.1 for real-time elements of the NBS affecting Banking Transactions at Counter
Positions shall be automated with the exception of the persistent store which
shall be manually switched over; and
1.3.2 for non-real time elements may be automated or manual.
Schedule BS Annex 2 part 3 Version 6,0,
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Version History
SCHEDULE B6.1
HNG-X BUSINESS REQUIREMENTS,
Version No. Date I Comments
1.0 31/08/06 Agreed version at date of signature of
CCN1200
14 26/09/06 Minor corrections by PO
12 11/10/08 Further minor corrections from FS
73 19/01/07 Further minor changes
2.0 25/01/07 Baseline copy of 1.3
6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu
I Schedule B6.1 Version 5.0
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24
2.2
34
SCHEDULE B6.1
HNG-X BUSINESS REQUIREMENTS,
INTRODUCTION
This Schedule B6.1 sets out the HNG-X Requirements (or processes to be followed to
create HNG-X Requirements) for the HNG-X System, the solution to which will be
developed and documented in accordance with Schedule B6.2.
This Schedule B6.1 also envisages that the Parties may introduce changes to the live
Horizon system and that such changes may or may not impact on the Requirements
Definition Process.
THE THREE BASELINES
There are three baselines relevant to the definition of HNG-X Requirements and their
realisation in the development of the HNG-X System:
2.1.1 the “Applicable Horizon Baseline’: the baseline that consists of the Horizon
Applications and the Horizon Service Infrastructure up to and including Release
$92 together with those changes delivered (or to be delivered) after Release
$92 which have been agreed in accordance with the Change Control Procedure
and which are, as at the date of signature of CCN1200, listed in Annex 13 to this
Schedule (as that baseline may be amended in accordance with the provisions
of this Schedule);
2.1.2 the "Requirements Baseline’: the baseline described more fully in paragraph 4
that represents Post Office’s requirements for the HNG-X System as set out in
this Schedule and agreed in accordance with the Requirements Definition
Process (as that baseline may be amended or re-issued in accordance with the
provisions of this Schedule); and
2.1.3 the “Solution Baseline”: the baseline that consists of the HNG-X System as at
the HNG-X Initial Acceptance Date (as that HNG-X System may be modified to
rectify any HNG-X Acceptance Incidents).
For the purpose of the Parties resolving any dispute concerning the Applicable Horizon
Baseline or any part of the Applicable Horizon Baseline (including, without limitation, a
dispute as to the Existing Functionality), the Parties shall refer to the Horizon system
that is in live operation as at the date of the dispute in question and shall (a) exclude the
effects of changes that have only been applied as described in paragraph 3.1 of this
Schedule, and (b) include the effect of changes described in paragraph 3.2 of this
Schedule to the extent they have not been implemented.
THE APPLICABLE HORIZON BASELINE
Changes to the live Horizon system that are requested after the date of signature of
CCN1200 and that introduce changes or functions that are not intended to be replicated
in, or to have any effect upon, the HNG-X System, will be dealt with in accordance with
I Schedule B6.1 Version 8.0
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the Change Control Procedure or through Work Orders but shall be ignored in
determining the Applicable Horizon Baseline.
3.2 Changes to the live Horizon system that are requested after the date of signature of
CCN1200 and that are intended to introduce changes or functions that will be replicated
in, or otherwise affect, the HNG-X System, will be dealt with in accordance with the
Change Control Procedure or through Work Orders. The Change Control Procedure or
the Work Ordering Procedure (as the case may be) will be used to assess the effect of
the changes or new functions on the live Horizon system and (so far as possible at the
time of agreeing the change) on the Requirements Baseline and the changes and new
functions will be taken into account in determining the Applicable Horizon Baseline (and
will be recorded by the Parties in a control log initially formed from the information in
Annex 13 to this Schedule).
4. THE REQUIREMENTS BASELINE
44 Requirements Areas
4.1.1 The Requirements Baseline will be composed of HNG-X Requirements covering
each of the following:
(a) the Functional Requirements;
(b) ‘System Capacity and Performance Requirements’ which, as at the
date of signature of CCN1200, are referred to in Annex 3 to this
Schedule;
(c) ‘User Interface Requirements’ as described in paragraph 4.3;
(d) ‘Training Requirements’ which, as at the date of signature of CCN1200,
are referred to in Annex 4 to this Schedule;
(ce) ‘Operational and Support Service Requirements’ which, as at the date
of signature of CCN1200, are referred to in Annex 5 to this Schedule;
(f) ‘Migration and Implementation Requirements’ which, as at the date of
signature of CCN1200, are referred to in Annex 6 to this Schedule;
(9) ‘Design and Architecture Requirements’ which, as at the date of
signature of CCN1200, are referred to in Annex 7 to this Schedule;
(h) ‘Security Requirements’ which, as at the date of signature of CCN1200,
are referred to in Annex 8 to this Schedule;
0) ‘Development Requirements’ which, as at the date of signature of
CCN1200, are referred to in Annex 9 to this Schedule; and
0 “Testing Requirements’ which, as at the date of signature of CCN1200,
are referred to in Annex 10 to this Schedule.
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4.1.2
4.1.3
4.1.4
Notwithstanding any other provision of this Agreement (including this Schedule),
where any HNG-X Requirement set out or referred to in Annexes 3 to 10 of this
Schedule is inconsistent with an HNG-X Assumption which is (a) related to that
HNG-X Requirement and (b) set out or referred to in the same Annex or in
Annex 12, the HNG-X Assumption shall prevail only to the extent of that
inconsistency such that the HNG-X Requirement shall be modified so as to
avoid that inconsistency (such modification to be dealt with under the HNG-X
Programme Requirements Change Control Process).
Notwithstanding any other provision of this Agreement (including this Schedule),
where the application of the Requirements Definition Process or the application
of the Business Equivalence Principles would produce an HNG-X Requirement
that is inconsistent with the HNG-X Assumption set out in Annex 12, the HNG-X
Assumption shall prevail only to the extent of that inconsistency such that the
HNG-X Requirement shall be modified so as to avoid that inconsistency (such
modification to be dealt with under the HNG-X Programme Requirements
Change Control Process).
HNG-X Requirements will be maintained in the HNG-X Requirements Catalogue
and issued formally to Fujitsu Services at agreed points throughout Project
HNG-X, including at the date of signature of CCN1200, at the end of the
Requirements Stage, and at the end of either or both of HNG-X Requirements
Assurance and HNG-X Solution Assurance (if these result in amendments to the
HNG-X Requirements).
4.2 Functional Requirements
4.21
4.2.2
The Functional Requirements will be generated by following the Functional
Requirements Definition Process. When generating the Functional
Requirements in accordance with the Functional Requirements Definition
Process, the Parties shall at all times observe and apply the following principles
("Business Equivalence Principles’):
(a) other than the Agreed Changes and the Allowed Changes, the
Business Capabilities and Support Facilities will provide such
functionality as results from applying the guidelines in Annex 1 to the
Existing Functionality; and
(b) for the avoidance of doubt, other than the Agreed Changes and the
Allowed Changes, the Business Capabilities and Support Facilities will
not be required to provide any functionality that does not result from
applying the guidelines in Annex 1 to the Existing Functionality.
Agreed Changes
(a) The Agreed Changes are agreed as exclusions from, additions to, and
changes in the Existing Functionality that are to be applied in
generating the Functional Requirements in accordance with the
Functional Requirements Definition Process. Agreed Changes are
exceptions to the Business Equivalence Principles and cannot
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(b)
(c)
(a)
4.2.3
themselves be changed by the application of the Business Equivalence
Principles.
Any specific functional characteristics of Existing Functionality that
have been changed as a direct consequence of applying an Agreed
Change are no longer subject to the Business Equivalence Principles.
The effect that an Agreed Change has on the Existing Functionality
shall be limited to the direct consequence of applying that Agreed
Change to the relevant aspect or aspects of the Existing Functionality.
One of the Agreed Changes is the introduction of Postal Services. The
Parties will develop HNG-X Requirements for Postal Services in
accordance with the Postal Services Definition Process.
Allowed Changes
The “Allowed Changes" are changes to aspects of Existing Functionality in
respect of which the following conditions are fulfilled:
(a)
(b)
()
(a)
(e)
either:
(i) __ the aspect of the Existing Functionality is now assessed by Post
Office as creating operational or procedural problems or
inefficiencies within a Branch; or
(ii) the aspect of the Existing Functionality was previously agreed to
be implemented within certain limitations or constraints and
these limitations or constraints are not present in, or relevant to,
the Solution Architecture or other solution artefact; and
the effect of applying the requested change is assessed by Fujitsu
Services, acting reasonably and in good faith, as having an acceptable
cost / risk / resources impact on Project HNG-X; and
the effect of any such change is to make the manner in which Users
utilise an element of Existing Functionality more efficient without
introducing any completely new functionality into the Existing
Functionality; and
the required change is notified in writing by Post Office to Fujitsu
Services before the end of the Requirements Stage or as part of HNG-
X Requirements Assurance; and
the change has not already been assessed as being an Agreed
Change.
An Allowed Change shall be dealt with in accordance with the HNG-X
Programme Requirements Change Control Process.
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43 Requirements of the HNG-X User Interface
4.3.4
4.3.2
4.3.3
4.3.4
The HNG-X Requirements that the HNG-X User Interface shall support are:
(a) the Functional Requirements; and
(b) the non-functional HNG-X Requirements for the HNG-X User Interface.
The functionality required to be supported by the HNG-X User Interface will be
derived from the Functional Requirements generated through the Requirements
Definition Process. This derived functionality will be an input to the process set
out in the CCD entitled "Establishing and Assuring the HNG-X User Interface"
(REQ/GEN/PRD/0001).
The non-functional HNG-X Requirements for the HNG-X User Interface will be
provided by Post Office after the date of signature of CCN1200 in accordance
with the CCD entitled “Establishing and Assuring the HNG-X User Interface”
(REQ/GEN/PRD/0001).
The HNG-X User Interface design will draw on best practice design from the
retail and banking industries as well as industry standards in graphical user
interface design. The Parties intend that any similarities between the style and
graphical realisation of the HNG-X User Interface and the user interface(s) of
the comparable Horizon Applications as may arise shall only arise as a matter of
coincidence through the proper operation of the Clean Room Rules.
5. REQUIREMENTS DEFINITION PROCESS
The Parties will follow the Requirements Definition Process.
6. DEALING WITH CHANGE
61 Changes to the Applicable Horizon Baseline
Changes to the Applicable Horizon Baseline will be dealt with as set out in paragraphs
3.1 and 3.2.
6.2 Changes to the Requirements Baseline
6.2.1
6.2.2
If a change to an HNG-X Requirement or an additional HNG-X Requirement is
notified in writing to Fujitsu Services after the date of signature of CCN1200 and
prior to the end of the Requirements Stage, it will be dealt with as part of the
HNG-X Programme Requirements Change Control Process.
If a change to an HNG-X Requirement or an additional HNG-X Requirement is
notified in writing to Fujitsu Services as a result of HNG-X Requirements
Assurance or HNG-X Solution Assurance, it will be dealt with as part of the
HNG-X Programme Requirements Change Control Process.
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6.2.3
6.2.4
6.2.5
Subject to paragraph 6.2.2, if a change to an HNG-X Requirement is notified in
writing to Fujitsu Services after the end of the Requirements Stage then, if that
change is:
(a) not the result of the User Interface Definition Process nor the Postal
Services Definition Process, and required in order to correct a
deviation of that HNG-X Requirement from the Business Equivalence
Principles; or
(b) the result of the Postal Services Definition Process and required in
order to correct a deviation of that HNG-X Requirement from the Postal
Services Assessment Guidelines,
it will be dealt with in accordance with the HNG-X Programme Requirements
Change Control Process. Fujitsu Services shall not be entitled to withhold its
consent to the changes to the extent that they are required in order to correct
the deviation from the Business Equivalence Principles or the Postal Services
Assessment Guidelines (as the case may be).
All other changes or additions to HNG-X Requirements proposed after the final
version of the Requirements Baseline has been issued will be dealt with in
accordance with the Change Control Procedure.
As part of any changes to the Requirements Baseline, the Parties shall agree
any necessary changes to the HNG-X Acceptance Method(s) and HNG-X
Acceptance Criteria applicable to the relevant HNG-X Requirement.
6.3 Changes to the Solution Baseline
6.3.1
If a change to the Solution Baseline is notified in writing to Fujitsu Services
within the period of three months after the start of HNG-X Project Workstream
X4 (HNG-X Application Rollout) then, if that change is:
(a) not the result of the User Interface Definition Process nor the Postal
Services Definition Process, and required in order to correct a
deviation of the Solution Baseline from the Business Equivalence
Principles; or
(b) the result of the Postal Services Definition Process and required in
order to correct a deviation of the Solution Baseline from the Postal
Services Assessment Guidelines,
the Parties will meet to agree whether the conditions in paragraph 6.3.1(a) or (b)
have been fulfilled, and if such conditions have been fulfilled:
(°) discuss and agree in good faith the steps required to correct a
deviation of the Solution Baseline from the Business Equivalence
Principles or the Postal Services Assessment Guidelines (as the case
may be); or
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6.3.2
6.3.3
(4) _ determine such other remedial steps as the Parties (acting reasonably)
shall agree; and
such steps, once agreed, shall be documented in accordance with the Change
Control Procedure and Fujitsu Services shall not be entitled to withhold its
consent to the relevant CCN to the extent that it incorporates the steps in
question.
All changes to the Solution Baseline (other than those that fall within paragraph
6.3.1) will be dealt with in accordance with the Change Control Procedure.
The forum for reaching the agreements referred to in paragraphs 6.3.1(c) and
6.3.1(d) shall initially be the Post Office Design Authority and the Fujitsu
Services Design Authority but either Party may escalate any disagreement to a
the ‘Programme Board’ (as referred to in Schedule A2) for Project HNG-X for
discussion and resolution.
qs ASSOCIATED DOCUMENTS
7A The following CCDs are associated with this Schedule B6.1:
Document Reference Document Title
1. I REQIGEN/PRD/0001 Establishing and Assuring the HNG-X User
Interface
2. I REQICUS/STG/0003 HNG-X Counter Reference Data Delivery Strategy
- Agreed Assumptions and Constraints
3. __ I REQICUS/STG/0002 HNG-X Branch Exception Handling Strategy —
Agreed Assumptions and Constraints
4. __ I REQICUS/BRS/0001 Postal Services Business and Operational Context
5. I REQICUS/STG/0004 HNG-X Training Strategy (CTO) - Agreed
Assumptions and Constraints
6. I REQICUS/STG/0001 HING-X Migration Strategy - Agreed Assumptions
and Constraints
7. I ARC/SEC/ARG/0001 ‘Security Constraints
7.2 The following CCDs are also associated with this Schedule B6.1, but only for the
purpose of describing (in the first table in Annex 2 to this Schedule) functionality within
the Applicable Horizon Baseline that will not be carried forward into the HNG-X System:
Document Reference Document Title
‘SU/FS/027 Kent Meters/GEC Meters “Watercard” Payment
System Card Data Encryption Specification
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2. SU/IFS/028
GEC Meters Ltd - “Watercard” Budget Prepayment
System Transaction Terminal Outline Requirements
3. SU/IFS/029
GEC Meters ‘Watercard” Payment System 2K Card
Data Specification (I2C)
4. SU/IFS/034
POCL Token Technology Specification GEC
Watercard
5. AP/IFS/053
Pathway to Client Standard Watercard Application
Interface Specification
6. SU/IFS/024
A Point of Sale Supporting the Quantum Application
Utilising the POCL Secure DLL
7. RS/FSP/003
Statements on Security Objectives and Methods for
the Protection of Siemens Metering Code and Data
8. CR/SPE/023
Automated Payments Client Specification -
Siemens Metering Ltd
9. AP/IFS/042
Pathway to CQO Application Interface Specification
10. I AP/IFS/046
Pathway to CQO Technical Interface Specification
11. BP/SPE/042
Mails Definition
7.3 There are no CRDs associated with this Schedule B6.1.
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ANNEX 1
BUSINESS EQUIVALENCE GUIDELINES
1. It is intended that the Requirements Baseline will define, and the Business Capabilities
and Support Facilities will support, the operation of Post Office business processes in a
manner that achieves the same business outcomes for Post Office and their Clients and
achieves the same operational effect within a Branch as currently provided by the
Existing Functionality.
2. The level of definition in the Functional Requirements and/or the delivered Business
Capabilities and Support Facilities must ensure that:
24
2.2
2.3
24
25
the financial outcome resulting from the operation of a specific Transaction for
the Customer, Post Office, any affected Client(s), and any Other IT Supplier(s)
is identical to the equivalent Transaction carried out using the Existing
Functionality;
the Post Office products that can be traded within a Branch are the same as
those defined in Post Office Reference Data (whether enabled or not) using the
Existing Functionality;
the Business Rules associated with any Business Capability are applied in the
same manner as those used with the equivalent Transaction carried out using
the Existing Functionality;
the Customer and Counter Clerk interactions that relate to the workflow
associated with a particular Use Case and delivered via the HNG-X User
Interface enable:
2.4.1 the same data to be captured using the same format and validation
criteria;
2.4.2 the same initiating Tokens and/or equivalent initiating events to be
used;
2.4.3 equivalent information displays and capture methods via the counter
terminal; and
2.4.4 the same set of user tasks to be performed following an equivalent
logical workflow and enabling the same or, where agreed, alternative
equivalent operational procedures to be carried out,
in each case as compared with the Existing Functionality;
the outputs resulting from the completion of a Transaction are the same or
equivalent and have the same operational effect (in terms of form and
occurrence) as those resulting from the associated Transaction conducted using
the Existing Functionality. The types of outputs shall include:
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2.5.1
2.5.2
2.5.3
2.6
27
28
any information exchange or generated data file which includes
interactions with hosted systems (e.g. PAF, POL-FS) and external
systems (e.g. LINK, DVLA), which shall be the same as that from the
Existing Functionality;
any printed item (e.g. Report, Branch receipt, other forms of Branch
produced collateral), which shall be equivalent to the Existing
Functionality; and
any data, produced or captured, that can be accessed, retrieved by, or
provided to, the Post Office, which shall be the same as that from the
Existing Functionality, provided that the meaning of the data and/or
associated Post Office processes has not changed as a result of the
introduction of the HNG-X System. This will be bounded by the scope
of any specific limitations agreed as part of the HNG-X Services;
the outcome of any aspect of Branch trading or operation results in the same
state of financial integrity and ability to audit as exists using the Existing
Functionality;
the use and interpretation of Post Office Reference Data (in terms of its data
definitions and its use to invoke functionality) will remain the same. Any data
items or Reference Data capabilities currently unused within the Existing
Functionality will remain unused or suppressed as part of the HNG-X System
subject to agreement of Post Office; and
Users must be able to perceive and perform the functions provided via the
changed User Interface such that they can perform the same user tasks,
performing equivalent human and computer interactions.
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ANNEX 2
AGREED CHANGES
1. EXCLUSIONS FROM HORIZON FUNCTIONALITY
The following table describes the functionality within the Applicable Horizon Baseline at
the date of signature of CCN1200 that will not be carried forward into the HNG-X
System.
# Excluded Description
Functionality
1 Session Transfer
A facility that enables a Branch User to log-on at another
counter without having to log-off at their previous counter. This
facility will automatically log-out the Branch User at their
previous counter and move any current activity onto their new
counter. This facility is also known as “Session Mobility" or
“Session Migration”. This facility is not available during certain
operations.
2 I Session Suspend
A facility that enables a Branch User to ‘Suspend’ and
subsequently ‘Resume’ a desktop session. Only one session
can be suspended in this way. During the suspension the
Branch User is presented with a new main desktop menu and
may carry out any of the system functions (including serving
another customer) while the original session is suspended.
Each of the two sessions (the suspended and the current) can
be ‘toggled’ by selection of the ‘suspend/swap’ button. The
two sessions will remain in existence until the user returns one
of the sessions to the ‘Desk Top’ and then swaps to the other
session. This facility is not available during certain operations.
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#~ I Excluded
Functionality
Description
3 Watercard
4 I Signature variants of
Banking transactions
Watercard comprises a smart token processed as part of the
Automated Payments Service and is referenced in section
2.2.3(c)({i) of Schedule B4.2.
Itis defined via the following CCDs: -
* SU/IFS/027 - Kent Meters/GEC Meters “Watercard”
Payment System Card Data Encryption Specification;
* SU/IFS/028 - GEC Meters Ltd - ‘Watercard” Budget
Prepayment System Transaction Terminal Outline
Requirements;
* SU/IFS/029 - GEC Meters ‘Watercard” Payment
System 2K Card Data Specification (I2C);
* SU/IFS/034 - POCL Token Technology Specification
GEC Watercard; and
* AP/IFS/053 - Pathway to Client Standard Watercard
Application Interface Specification.
Signature verification comprises one of the NB Customer
Verification methods and is referenced in: -
* BP/SPE/035 — NBS Definition - Section 5.7.3.1 - 2"
and 3" bullet and items (b) and (c); and
* NB/SPE/003 — Network Banking: Counter Dialogue -
Activity & Screen Flows in section 4.1.2 and then in: -
o Sections 4.3.1.1, 4.3.1.2 (Cash Withdrawal -
transaction type 13 & 14 (with balance);
© Sections 4.3.3.1, 4.3.3.2 (Balance Enquiry
transaction type 11);
o Sections 4.3.4.1, 4.3.4.2 (Withdraw Limit
transaction type 15);
Section 6.1.1 (Receipts and Reporting); and
© Section 6.2 (Receipt layouts).
°
5 I Counter Clerk copy of
AP receipts
Horizon automatically produces a Counter Clerk (or Branch)
copy receipt for all Automated Payment transactions together
with the customer receipt.
Customer receipts will continue to be produced on the HNG-X
System, but the automatic production of the Counter Clerk
receipt will cease.
6 I Bubble Help
Bubble Help comprises a facility that enables a Branch User to
display a short help text display associated with a desktop
button.
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#~ I Excluded
Functionality
Description
7 Quantum
Quantum comprises a smart token processed as part of the
Horizon Automated Payments Service and is referenced in
section 2.2.3 (c) (i) of Schedule B4.2.
Itis defined via the following CCDs: -
* — SU/IFS/024 - A Point of Sale Supporting the Quantum
Application Utilising the POCL Secure DLL;
* SU/IFS/026 - CQO/Service Providers Interfaces;
* RS/FSP/003 - Statements on Security Objectives and
Methods for the Protection of Siemens Metering Code
and Data;
* CR/SPE/023 - Automated Payments Client
Specification - Siemens Metering Ltd;
* AP/IFS/042 - Pathway to CQO Application Interface
Specification; and
* AP/IFS/046 - Pathway to CQO Technical Interface
Specification.
8 I POLO card
functionality
Post Office Logon (POLO) allows an authorised Branch User
to gain access to the Horizon counter system and is used in
any of the following circumstances:
* when the system is first started after installation or
after a workstation has been replaced;
* when a workstation processor is switched back on
after being powered off or is restarted; and
* when the Branch Manager needs to restart the office
following the delivery of new security data.
The procedure involves the use of a memory card called a
“PMMC (PostMaster’s Memory Card)” and a PIN (Personal
Identity Number comprising a string of alphanumeric
characters).
9 I Mails Application
The Mails Application is described in paragraph 4.1 of
Schedule B4.2 and in the CCD entitled "Mails Definition”
(BP/SPE/042).
10 I Talexus
Talexus comprises a smart token processed as part of the
Automated Payment Service and is referenced in paragraph
2.2.3 (¢) (ii) of Schedule B4.2. Post Office's ability to deploy
Talexus via CCN 798 will not be cartied forward to the HNG-X
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Excluded Description
Functionality
System.
2.
The following table describes functionality that is new to the Applicable Horizon Baseline as at
ADDITIONS TO HORIZON FUNCTIONALITY
the date of signature of CCN1200 that will be delivered by the HNG-X System.
#
Title
Description
1
Foreign currency revaluation
The calculation that is currently performed to
revalue foreign currency on hand shall be
automatically applied during office end of day
processing.
Postal Services
As described in the CCD entitled “Postal
Services Business and Operational Context"
(REQ/CUS/BRS/0001).
Context Sensitive Help.
A context sensitive help mechanism (to
replace the current ‘Bubble Help’) will be
implemented which will be consistent with the
CCD entitled “HNG-X Style Guide”
(DES/APP/STD/0001).
This will utilise agreed POL or FS reference
data to determine the access points from
which the Branch User may invoke relevant
help text. This help mechanism will support
the structuring of and access to different
levels of help text where more detailed help
text is specified.
The exact approach for the context sensitive
help mechanism, including appropriate
interface definitions to allow Post Office to
specify the help text and structure, will be
agreed as pait of the detailed design work.
Note that it may be necessary for Post Office
to provide help text for the HNG-X System
separately to help text for Horizon during the
rollout of the HNG-X System (dual entry). This
will be dependent on the interface definition
agreed with Post Office.
Help Desk Calls
The ability to log help desk calls via the
counter application.
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3.
The following table describes changes to functionality within the Applicable Horizon Baseline as
AGREED CHANGES TO HORIZON FUNCTIONALITY
at the date of signature of CCN1200 that will be implemented in the HNG-X System.
#
Title
Description
1
Report simplifications
Report consolidation for the HNG-X System
will be achieved through decoupling the call
for data about reports from the central
database, from the user production and
analysis of reports. Reports will be grouped
into a small number of categories, such as
“Last Post’, “End Of Day” and “Ad-hoc”. A
revised counter sequence will be design to
enable the user to work through the report
set, printing and cutting off as appropriate.
Post Office confirms that this does not have
an adverse impact on branches as the
process is similar to present and it also
provides a way for single counter position
branches to be able to exit to continue
customer service if required.
Any consolidation and/or rationalisation of
reports on top of this solution would not
necessarily impact the load on the database
from report production as those reports will be
contained within the bundles of data called in
the one data call. However, it is recognised
that it would be good practice for Post Office
to consolidate and rationalise reports anyway
as a house-keeping exercise to improve
efficiency at the counter and reduce
consumables. This exercise will be cartied
out in conjunction with the analysis of the
functional requirements. The Fujitsu Services
baseline assumption for contract is that the
following reports will be removed:
* Counter Daily
© APS Transaction Listing
© OIL Balance Enquiries
© O/L Cash Deposits
© O/L Cheque Deposits
o O/L Cash Withdrawals
(signature and PIN)
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Title
Description
* Counter weekly
© O/L Balance Enquiries
© O/L Cash Deposits
© O/L Cheque Deposits
o O/L Cash Withdrawals
(signature and PIN)
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# Title Description
2 Changes to the session settlement The HNG-X session settlement model will
model
change from Horizon as a consequence of
the on-line architecture, the classification of
transactions as either ‘Recoverable’ or
‘Cancellable'’, and changes to the production
of some receipt printing.
The primary areas of difference are: -
* Transactions will be classed as either
‘Recoverable' or ‘Cancellable';
* the settlement process is now an on-
line dialogue supported by some new
Counter Clerk dialogues;
* certain receipts will now be printed
during the settlement process,
completing after session data is
secured at the Data Centre;
eo oa new settlement transaction
sequence will handle transient time-
outs to the Data Centre. This will
comprise automatic retries and then
Counter Clerk managed dialogues
supporting Retry’ and ‘Cancel’
options;
* certain failure conditions will result in
the settlement process having to be
cancelled. New Counter Clerk
dialogues will manage this exception
process with respect to the settlement
of the ‘Recoverable' transactions and
the cancellation of the ‘Cancellable’
transactions. A new ‘Session
Recovery’ receipt will be produced.
Following the printing of the revised
session receipts, the Counter Clerk
will be logged off; and
* a new recovery process will be
initiated on subsequent log-on to the
original terminal. New Counter Clerk
dialogues will manage this recovery
process with respect to the final
‘outcome of the failed session.
Further details will be contained in the
Working Document ‘HNG-X — Session
Settlement Process’.
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# Title
Description
3 __ I Changes to way various Exception
conditions are handed
As described in the CCD entitled ‘HNG-X
Branch Exception Handling Strategy - Agreed
Assumptions and Constraints”
(REQ/CUS/STG/0002).
4 I Changes to the management and
distribution of POL Reference Data
As described in the CCD entitled “HNG-X
Counter Reference Data Delivery Strategy -
Agreed Assumptions and Constraints”
(REQ/CUS/STG/0003).
3 I Training capability provided in the
Counter Training Offices
As described in Annex 4 of this Schedule.
6 __ I Changes to Confirmation processing
model
Confirmation messages for _ online
transactions will only be harvested in batch
mode at end of day. This means that the
Transaction Enquiry Service will not receive
C2 messages in near real time, and
Streamline payment file(s) will only be
produced overnight.
7 __I PIN Pad required for Banking Deposits
To protect against replay attacks, banking
deposit transactions will use a MAC
generated by the PIN Pad. This will require
the presence of a PIN Pad (a change from
Horizon). For the avoidance of doubt, this will
not require a PIN to be entered by the
customer.
8 I Change to End of Day
Branch end of day will be declared for all
branches at 19:00 each day. This will be the
same time for all Branches (i.e. there will be
no ability to have different Branches with
different end of day times). End of day will be
declared whether or not those Branches are
operating or connected to the Data Centre.
9 Ad-hoc transaction report for AP PANs
The HNG-X System shall allow the production
of an ad-hoc transaction report containing the
PAN reference number from the AP token
and the AP sequence number, where they are
agreed to be part of the transaction and not
restricted for security reasons. Fujitsu
Services and Post Office will agree the exact
structure of this report during the design
stage.
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ANNEX 3
SYSTEM CAPACITY AND PERFORMANCE REQUIREMENTS
1. The System Capacity and Performance Requirements as at the date of signature of
CCN1200 are contained in document ‘HNG-X System Capacity and Performance
Requirements” version 0.2 dated 15 August, 2006, which forms part of the HNG-X
Requirements Catalogue Draft at Contract.
2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these Requirements are categorised as “Type A’.
3. AI HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:
3.1. glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and
3.3 explanatory text.
4. The Business Equivalence Principles do not apply to the System Capacity and
Performance Requirements or associated Service Levels, but it is accepted that the
performance characteristics of the HNG-X System counter applications and associated
infrastructure must be acceptable to the Post Office. This specific aspect of the Solution
Baseline will be assessed to determine that the HNG-X System counter performance
delivers equivalent or better performance characteristics to the Applicable Horizon
Baseline, based on the following principles:
4.1 Post Office and Fujitsu Services will jointly agree an assessment process that
will:
(a) define and agree sets of representative Transaction types and a
measurement period;
(b) establish system component benchmark measurements for these
Transaction types on the Horizon system and on the HNG-X System
(taking account of any changed processes or UI characteristics that
may be present in the HNG-X Transaction); and
(c) allow Post Office to request that the set of Transaction types is
augmented (agreement to such requests not to be unreasonably
withheld by Fujitsu Services) if anomalous HNG-X Transaction
performance characteristics are identified prior to the commencement
of the HNG-X Project Workstream X4 (HNG-X Application Rollout).
4.2 Acceptance by Post Office of the HNG-X System counter performance will be
based on the average system component benchmark measurements for each of
the agreed sets of representative Transaction types for the HNG-X System
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being no worse than the comparable measurements for each of the Transaction
types within the Applicable Horizon Baseline or where comparison is not
applicable, to their agreed design targets.
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ANNEX 4
TRAINING REQUIREMENTS
1. The Training Requirements as at the date of signature of CCN1200 are contained in
document "HNG-X Training High Level Requirements” version 0.2 dated 15 August,
2006, which forms part of the HNG-X Requirements Catalogue Draft at Contract.
2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type B”.
3. As described in Paragraph 4.1.2 of this Schedule, these HNG-X Requirements are
subject to the assumptions and constraints contained in the CCD entitled “HNG-X
Training Strategy (CTO) - Agreed Assumptions and —_ Constraints”
(REQ/CUS/STG/0004).
4. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:
4.1 glossary applicable to the HNG-X Requirements contained in this Annex;
4.2 chapter headings; and
4.3 explanatory text.
Deleted: 22
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ANNEX 5
OPERATIONAL AND SUPPORT SERVICE REQUIREMENTS
1, The Operational and Support Service Requirements as at the date of signature of
CCN1200 are contained in document "HNG-X Operational and Support Service
Requirements” version 0.2 dated 15 August, 2006, which forms part of the HNG-X
Requirements Catalogue Draft at Contract.
2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.
3. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:
3.1. glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and
3.3 explanatory text.
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ANNEX 6
MIGRATION AND IMPLEMENTATION REQUIREMENTS
4 The Migration and Implementation Requirements as at the date of signature of
CCN1200 are contained in document ‘HNG-X Migration and Implementation
Requirements” version 0.2 dated 15 August, 2006, which forms part of the HNG-X
Requirements Catalogue Draft at Contract.
2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.
3. As described in Paragraph 4.1.2 of this Schedule, these HNG-X Requirements are
subject to the assumptions and constraints contained in CCD entitled “HNG-X Migration
Strategy - Agreed Assumptions and Constraints" (REQ/CUS/STG/0001).
4. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:
4.1 glossary applicable to the HNG-X Requirements contained in this Annex;
4.2 chapter headings; and
4.3 explanatory text.
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ANNEX 7
DESIGN AND ARCHITECTURE REQUIREMENTS
t The Design and Architecture Requirements as at the date of signature of CCN1200 are
contained in document “HNG-X Design and Architecture Requirements” version 0.2
dated 15 August, 2006, which forms part of the HNG-X Requirements Catalogue Draft
at Contract.
2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.
3. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:
3.1. glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and
3.3 explanatory text.
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ANNEX 8
SECURITY REQUIREMENTS
1. The Security Requirements as at the date of signature of CCN1200 are contained in
document “HNG-X Secutity Requirements” version 0.2 dated 15 August, 2006, which
forms part of the HNG-X Requirements Catalogue Draft at Contract.
2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A’.
3. As described in Paragraph 4.1.2 of this Schedule, these HNG-X Requirements are
subject to the assumptions and constraints contained in CCD entitled “Security
Constraints” (ARC/SEC/ARC/0001).
4, All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:
4.1. glossary applicable to the HNG-X Requirements contained in this Annex;
4.2 chapter headings; and
4.3 explanatory text.
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ANNEX 9
DEVELOPMENT REQUIREMENTS
1. The Development Requirements as at the date of signature of CCN1200 are contained
in document “HNG-X Development Requirements” version 0.2 dated 15 August, 2006,
which forms part of the HNG-X Requirements Catalogue Draft at Contract.
2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A”.
3. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:
3.1 glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and
3.3 explanatory text.
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ANNEX 10
TESTING REQUIREMENTS
4 The Testing Requirements as at the date of signature of CCN1200 are contained in
document “HNG-X Testing Requirements” version 0.2 dated 15 August, 2006, which
forms part of the HNG-X Requirements Catalogue Draft at Contract.
2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as “Type A’.
3. All HNG-X Requirements are shown in tabular format with a unique identifier, HNG-X
Acceptance Methods and HNG-X Acceptance Criteria. In some cases these HNG-X
Requirements will be contained within textual information which gives a contextual
setting. This context is provided merely to help the reader and can contain:
3.1 glossary applicable to the HNG-X Requirements contained in this Annex;
3.2 chapter headings; and
3.3 explanatory text.
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ANNEX 11
REQUIREMENTS DEFINITION PROCESS.
PART 1 — FUNCTIONAL REQUIREMENTS DEFINITION PROCESS
1. INTRODUCTION AND SCOPE
b I Project HNG-X will commence with the Requirements Stage, which includes
specification and assurance activities, and which will be directed by the Requirements
Definition Process.
1.2 Part 1 of this Annex 11 is concerned with the definition and assurance processes to
establish a baseline of Functional Requirements.
1.3 This process will focus on the specification of the business process and data
requirements of the Business Capabilities and Support Facilities. Any of the existing
non-functional HNG-X Requirements that relate to specific requirements, artefacts or
capabilities will also be applied at this stage.
1.4 HNG-X Requirements Assurance will be conducted as a joint activity comprising both
business content assurance and the inclusion of any agreed optimisation or
improvement opportunities that would facilitate solution design. Both these aspects of
HNG-X Requirements Assurance will involve Fujitsu Services and will occur
progressively and prior to the final issuing to Fujitsu Services of the Functional
Requirements.
2. PRINCIPLES
The principles that will apply during the definition and assurance process, in particular
concerning the interchange of HNG-X Requirements artefacts between Post Office and
Fujitsu Services are as follows:
2.1. DOORS (as configured within Post Office for Project HNG-X) is the master
repository of all HNG-X Requirements;
2.2 the intention is to be able to compartmentalise the HNG-X Requirements so that
each group of HNG-X Requirements has its own life and own versioning;
2.3 functional Use Cases will be grouped into convenient business areas which will
be made available to Fujitsu Services at relevant points to enable early visibility
and a more interactive approach to solution design; and
2.4 to ensure integrity of the HNG-X Requirements as a whole set there will be a
number of assurance steps which begin at the start of a piece of work in each
business area and complete with the handover of a completed HNG-X
Requirements set. Fujitsu Services are fully involved in this approach from the
beginning of the process through to final baselining of the HNG-X Requirements
set, and will assist in optimising the overall Use Case model so that constraints
applicable to the existing Horizon architecture are not unnecessarily carried
forward into the HNG-X System.
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34
3.2
44
4.2
REQUIREMENT ANALYSIS METHOD
Analyst teams from both Parties will progressively develop the Use Case specifications
required for each business area, initially assessing the proposed Use Case goals and
descriptions and the various source materials to determine their status and relevance.
The required business processes and logical operations will be described as Use
Cases, with each being developed through normal flow and then variant and exception
paths with interaction at key stages with the HNG-X Requirements Assurance process.
Certain Use Cases relate to functionality that Fujitsu Services has proposed will be
delivered by solution components that are retained from Horizon. These are classified
as “Retained Functionality” Use Cases and it has been agreed that these Use Cases
will only require a minimum level of functional specification.
HNG-X REQUIREMENTS ASSURANCE
Introduction
HNG-X Requirements Assurance represents a significant and necessary stage in the
HNG-X solution lifecycle, providing the means by which Post Office and Fujitsu Services
can progressively gain confidence in the scope, capabilities and impact of the emerging
HNG-X Requirements and solution artefacts. The assurance role will involve both
business and functional content assurance and ‘solution design’ assurance. Fujitsu
Services will support Post Office in both of these activities — initially through the
provision of knowledgeable personnel to assist in minimising the risk of functional
omission and subsequently to work with Post Office to verify and improve various
aspects of the emergent solution, both in terms of solution optimisation and economic
rationalisation of HNG-X Requirements.
Assurance Steps
The approach is underpinned by a series of assurance steps which cover:
4.2.1 content assurance: gradually moving towards a series of fully dressed Use
Cases through a series of assurance stages which verify them on an
incremental basis;
4.2.2. optimisation and completion:
(a) ensuring all Use Cases ate up to date with all relevant Horizon or
HNG-X changes and are collectively consistent; and
(b) giving visibility of the HNG-X Requirements to Fujitsu Services in order
to obtain feedback from a solution perspective on any optimisation or
improvement opportunities. It is recognised that these HNG-X
Requirements are still subject to change and that any solution activities
based on this material may be impacted once the final Requirements
Baseline has been issued.
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4.2.3 further Requirements Baseline: if the above process results in amendments to
the HNG-X Requirements, the Requirements Baseline will either be revised or
re-issued,
4.3 Roles
The assurance role will encompass the need to:
4.3.1 ensure compliance — by supporting the business analyst teams of both Parties
in following the Requirements Definition Process and their use of the underlying
tools and standards, and in producing deliverables that meet the defined quality
standards;
4.3.2 achieve assurance — by reviewing the business content of the HNG-X
Requirements artefacts for accuracy and completeness, and by enabling
effective dialogue, optimisation and handover activities with the Fujitsu Services
Design Authority;
4.3.3 ensure integrity and consistency — by applying ‘whole service’ and ‘cross
service’ assessments of HNG-X Requirement definitions, shared or common
specifications, and the relationship between newly specified and retained
functionality; and
4.3.4 maintain the Requirements Baseline — by establishing processes for identifying
the various sources of change that will occur throughout Project HNG-X and
managing their application to the Requirements Baseline.
This participative approach will however recognise the overriding roles and
responsibilities of Post Office (in terms of HNG-X Requirements Assurance) and Fujitsu
Services (in terms of solution definition, build and implementation) in this process.
PART 2 - HNG-X REQUIREMENTS BASELINING PROCESS.
1. An initial version of the full set of Functional Requirements will be provided to Fujitsu
Services as part of Post Office issuing an initial Requirements Baseline at the end of the
Requirements Stage. As HNG-X Requirements Assurance may not have been
completed at this point, further amendments to the initial Requirements Baseline may be
required in order to take account of amendments, additions or deletions to HNG-X
Requirements as a result of HNG-X Requirements Assurance. Where the overall impact
of such changes is significant, the Requirements Baseline shall be re-issued by Post
Office. Where the impact is minimal, there would be no need to re-issue the
Requirements Baseline and any amendments shall be dealt with in accordance with
paragraph 6.2 of this Schedule B6.1.
2. Individual HNG-X Requirements that are not produced as part of the Functional
Requirements Definition Process described in Annex 11 Part 1 may be baselined prior
to establishing the final Requirements Baseline. This approach will enable Fujitsu
Services to make design or solution decisions with more certainty where necessary. At
the date of signature of CCN1200, the HNG-X Requirements are as described in
Annexes 3 to 10 to this Schedule B6.1 and will be marked as baselined at version 0.2.
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HNG-X Requirements which become individually baselined after this date will be
marked as such in DOORS and formally handed over to Fujitsu Services ahead of the
full HNG-X Requirements set.
3. For the avoidance of doubt, Fujitsu Services shall not be entitled to reject or refuse an
HNG-X Requirement that complies with the provisions of this Schedule B6.1 other than
in accordance with Clause 34.5.
PART 3 — NON-FUNCTIONAL HNG-X REQUIREMENTS RELATING TO THE USER
INTERFACE DEFINITION PROCESS
1 The non-functional HNG-X Requirements relating to the HNG-X User Interface will be
established and assured in accordance with the CCD entitled “Establishing and
Assuring the HNG-X User Interface” (REQ/GEN/PRD/0001).
2. For the purposes of the HNG-X Programme Requirements Change Control Process,
these HNG-X Requirements are categorised as "Type B".
PART 4 — HNG-X REQUIREMENTS RELATING TO THE POSTAL SERVICES DEFINITION
PROCESS
1. The Functional Requirements relating to the Postal Services will be generated by
following the Functional Requirements Definition Process set out in Part 1 of this Annex
but will be established and assured as defined in the CCD entitled “Postal Services
Business and Operational Context” (REQ/CUS/BRS/0001) by following the Postal
Services Assessment Guidelines in place of the guidelines in Annex 1.
2. The non-functional HNG-X Requirements relating to the Postal Services will be
established and assured in accordance with the CCD entitled “Postal Services Business
and Operational Context” (REQ/CUS/BRS/0001).
PART 5 - HNG-X PROGRAMME REQUIREMENTS CHANGE CONTROL PROCESS
4 INTRODUCTION
1.1 The HNG-X Programme Requirements Change Control Process is owned by the Post
Office HNG-X Programme Manager and the Fujitsu Services’ HNG-X Programme
Manager, and is intended as a mechanism which applies a discretionary level of control
to the scope of the HNG-X Requirements without invoking the Change Control
Procedure.
1.2 An HNG-X Programme Change Authority will be established with representation from
the Fujitsu Services' Design Authority and the Post Office Design Authority who will be
responsible for the initial impact assessment of proposed changes and for
recommending to the Post Office HNG-X Programme Manager and the Fujitsu Services’
HNG-X Programme Manager whether a change can be dealt with within their level of
authority, Final responsibility for this decision remains with the Post Office HNG-X
Programme Manager and the Fujitsu Services’ HNG-X Programme Manager.
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1.3 The treatment of a proposed change will differ depending on whether the HNG-X
Requirement to which the change is proposed has been baselined, has been baselined
at high level, or is still under development. These are categorised respectively as “Type
A’, “Type B" and “Type C” HNG-X Requirements, with their treatment described in
paragraph 2 of this Part 5 of this Annex. New HNG-X Requirements are categorised as
“Type D”.
1.4 Subject to paragraph 1.5, the HNG-X Programme Requirements Change Control
Process will cease to operate after the end of the Requirements Stage, after which
changes to HNG-X Requirements will be dealt with through the Change Control
Procedure.
1.5 After the end of the Requirements Stage, the HNG-X Programme Requirements
Change Control Process shall continue to apply to:
1.5.1 the management of changes or additions to the HNG-X Requirements as a
result of HNG-X Requirements Assurance or HNG-X Solution Assurance in
accordance with paragraph 6.2.2 of this Schedule;
1.5.2 the management of a deviation of a Postal Services Requirement from the
Postal Services Assessment Guidelines in accordance with paragraph 6.2.3(b)
of this Schedule;
1.5.3 for any HNG-X Requirement other than a Postal Services Requirement, the
management of a deviation from the Business Equivalence Principles in
accordance with paragraph 6.2.3(a) of this Schedule; and
1.5.4 for any HNG-X Requirement, the management of an inconsistency between that
HNG-X Requirement and (a) an HNG-X Assumption related to that HNG-X
Requirement (and set out or referred to in the same Annex to this Schedule as
that HNG-X Requirement) or (b) the HNG-X Assumption set out in Annex 12, in
accordance with paragraph 4.1.2 or 4.1.3 of this Schedule (as the case may be).
2. TREATMENT OF DIFFERENT TYPES OF HNG-X REQUIREMENTS
24 Non Baselined Functional Requirements (Requirement Type C)
2.1.1. Any Functional Requirement which has not been individually baselined and
which does not depart from the Business Equivalence Principles is regarded as
under development and is not subject to the Change Control Procedure or
HNG-X Programme Change Assessment.
2.1.2 Where the generation of a Functional Requirement deviates from the Business
Equivalence Principles (as recognised by the author of the HNG-X Requirement
or as identified during HNG-X Requirements Assurance) and is not the result of
an Agreed Change, an assessment will be made by the HNG-X Programme
Change Authority against the conditions for an Allowed Change as set out in
paragraph 4.2.3 of this Schedule B6.1 as follows:
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(a) where the HNG-X Requirement is agreed as fullilling the conditions of
an Allowed Change, the agreement will be logged by the HNG-X
Programme Change Authority as an Allowed Change and the HNG-X
Requirement may continue to be developed without recourse to the
Change Control Procedure or HNG-X Programme Change
Assessment; and
(b) where the HNG-X Requirement does not fulfil the conditions of an
Allowed Change, the HNG-X Requirement must be passed for HNG-X
Programme Change Assessment or reverted to a definition which
accords with the Business Equivalence Principles.
2.2 Requirements Baselined at High Level including Agreed Changes (Requirement
Type B)
2.21
HNG-X Requirements, including Agreed Changes, which are baselined at high
level may be described or elaborated in more detail within the scope of the high
level HNG-X Requirement without recourse to the Change Control Procedure or
HNG-X Programme Change Assessment. However, where the elaboration of
the HNG-X Requirement extends the scope (as recognised by the author of the
HNG-X Requirement or as identified during HNG-X Requirements Assurance or
HNG-X Solution Assurance, and which for Postal Services Requirements shall
be assessed against the scope defined in section 4 of the CCD entitled “Postal
Services Business and Operational Context” (REQ/CUS/BRS/0001) using the
Postal Services Assessment Guidelines), an assessment will be made by the
HNG-X Programme Change Authority as to whether the extension of scope
fulfils the conditions that it must have an acceptable cost, time, risk and
resourcing impact on Project HNG-X and appropriate actions will be taken as
follows:
(a) where the extension of scope is agreed as fulfilling the above
conditions, the extension of scope will be adopted under the
governance of the HNG-X Programme Change Authority and the HNG-
X Requirement or Agreed Change may continue to be developed
without recourse to the Change Control Procedure or HNG-X
Programme Change Assessment; and
(b) where the extension to scope does not fulfil the above conditions, the
extension to scope must be passed for HNG-X Programme Change
Assessment or reverted to a definition within the scope of the higher
level HNG-X Requirement.
2.3 Baselined Requirements (Requirement Type A)
Once an HNG-X Requirement has been agreed and individually baselined, any
proposed change to that HNG-X Requirement will be passed for HNG-X Programme
Change Assessment. Following the formal handover of the final Requirements Baseline
any HNG-X Requirements which have been assessed as deviating from the Business
Equivalence Principles (in the case of all HNG-X Requirements other than Postal
Services Requirements) or the Postal Services Assessment Guidelines (in the case of
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Postal Services Requirements) shall also be passed for HNG-X Programme Change
Assessment.
2.4 New Requirements (Requirement Type D)
New HNG-X Requirements will be initially assessed by the HNG-X Programme Change
Authority to determine whether they fall within the definition of an Allowed Change.
When the HNG-X Requirement is not assessed as an Allowed Change it will be passed
for HNG-X Programme Change Assessment. When the HNG-X Requirement is
assessed as an Allowed Change it will be processed as an HNG-X Requirement Type C
in accordance with paragraph 2.1 of Part 5 of this Annex.
2.5 Fujitsu Services may propose that any additional or new HNG-X Requirement be
subject to a caveat detailing any exceptions to full compliance in respect of that
particular HNG-X Requirement only (and not in respect of any HNG-X Requirement
already forming part of the HNG-X Requirements Catalogue) and the Parties shall,
acting reasonably and in good faith, agree whether to adopt that caveat in respect of
that particular HNG-X Requirement.
3. HNG-X PROGRAMME CHANGE ASSESSMENT
3.1 Proposed changes to HNG-X Requirements, new HNG-X Requirements and any
changes or additions to the non-functional HNG-X Requirements relating to the HNG-X
User Interface or Postal Services which are passed for HNG-X Programme Change
Assessment will be initially assessed by the HNG-X Programme Change Authority to
determine whether the change is likely to impact time or cost beyond the level of
authority of the Post Office HNG-X Programme Manager and the Fujitsu Services’ HNG-
X Programme Manager, or whether there is likely to be any impact outside of Project
HNG-X.
3.2 Where the change will clearly exceed this authority or will clearly have an impact outside
the Project HNG-X, the change will be dealt with under the Change Control Procedure
(or agreed with the author to be rejected).
3.3 Where the change appears likely to have minimal impact such that, considered with
other proposed changes, it can be managed within the level of authority of the Post
Office HNG-X Programme Manager and the Fujitsu Services’ HNG-X Programme
Manager and has no impact external to the Project HNG-X, the change will be passed
to the appropriate team within Fujitsu Services or Post Office to undertake further
impact assessment (under the control of the HNG-X Programme Change Authority).
3.4 If the further impact assessment referred to in paragraph 3.3 of this Part 5 confirms the
initial assessment, the change will be approved and the HNG-X Requirement can be
updated accordingly, subject to the final approval of the Post Office HNG-X Programme
Manager and the Fujitsu Services’ HNG-X Programme Manager. Once approved, if the
change relates to a Functional Requirement, the change shall be deemed to be an
Agreed Change. The baselined status (as indicated by the Requirement Type A, B C or
D) of the HNG-X Requirement will not be changed by this process, but the version
number of the HNG-X Requirement will be updated accordingly.
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3.5 If the further impact assessment referred to in paragraph 3.3 of this Part 5 rejects the
initial assessment, the change will be dealt with under the Change Control Procedure
(or agreed with the author to be rejected).
4. RECORDING OF CHANGES
All changes which are agreed as “Allowed Changes” or “Agreed Changes” shalll be logged as
such by the HNG-X Programme Change Authority. This log shall initially be formed from the
information in Annex 2 to this Schedule as at the date of signature of CCN1200 and
subsequently maintained by the HNG-X Programme Change Authority throughout Project HNG-
x.
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ANNEX 12
GENERAL ASSUMPTION
Only one assumption has been identified as being of general application to the HNG-X
Requirements. This is stated below:
General Assumption 01
The existing Horizon Icon Design Service will not be continued for the HNG-X System. There
will be a limited set of icons agreed during the HNG-X User Interface design phase, which may
be re-used as appropriate in the HNG-X User Interface. Any proposed changes or additions to
the agreed set will be dealt with in accordance with the Change Control Procedure.
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Schedule B6.1 Annex 12 Version §.0
Page 37of 39
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ANNEX 13
CHANGES DELIVERED (OR TO BE DELIVERED) AFTER RELEASE S92 AGREED AS
PART OF THE APPLICABLE HORIZON BASELINE
POL CR ref. Change Work Summary description
Package ref.
PSO_FSL_CR00968_FS — PWY_CWP_530__I Receipt Template for Automation of
Travellers Cheques ADC Product
PSO_FSL_CR00680
PWY_CWP_525
(Note: Subject to
being approved)
Including figures for cash in pouches in
Flexible Planning input
PSO_FSL_CR00956 PWY_CWP_520 _I Gift Voucher Shop Receipts
PSO_FSL_CR00950_FSv2 I PWY_CWP_517__I Generic Branch Receipt Template
PSO_FSL_CR00326 PWY_CWP_404 _I Provision of DR capability to connect
POLFS users to POLFS when NDC is not
available.
PSO_FSL_CR00925_FS
PWY_CWP_508
Cessation of the BBC AP interfaces
PSO_FSL_CRo0921v2 PWY_CWP_505__I PostShop Receipt Template
PSO_FSL_CR0893 PWY_CWP_496__I Implement changes to XI as identified in the
changed functional spec
PSO_FSL_CR00786 PWY_CWP_481 I A&L Sequential Referencing onto ADC
PSO_FSL_CR00754 PWY_CWP_471__ I Shopping Basket Finance Integration
(Flowers and Travel Insurance)
PSO_FSL_CR00744 PWY_CWP_466__I Transmit PDR data from Horizon to POLFS
and MI system.
PSO_FSL_CR00734 PWY_CWP_457 I Amend Horizon to accept 5 digit item
numbers
POLCC_FSL_CR0077 — PWY_CWP_453_I BAU - New Barcode range for P6097
Labels
POLCC_FSL_CR0693
PwyY_CWP_437
Removal of a line on the Despatch Report
PSO_FSL_CR00531 PWY_CWP_414 I Quantity function in Smartpost to operate
when PAF is optional and not selected.
PSO_FSL_CR00584 PWY_CWP_410__ I New despatch report for existing client
PSO_FSL_CR00583 PWY_CWP_409 _I Country of destination on T& T message
I Schedule B6.1 Annex 13 Version .0
Page 380f 39
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POL CR ref. Change Work Summary description
Package ref.
POLCC_FSL_CR00S47 » PWY_CWP_393_I New Algorithm Condition permissible in
Field Validation
PSO_FSL_CR00873 PWY_CWP_494__I New AP-ADC Data Type - StackLookup
PSO_FSL_CR00781v2_FS PWY_CWP_480__I Mails Receipt changes
PSO_FSL_CR00756 PWY_CWP_474__I Allow today's date to be used in selecting
the date range on the Office Weekly Sales
Report
PSO_FSL_CR00728
PWY_CWP_456
Cut Off facility for the Office Weekly
Postage Labels report
I Schedule B6.1 Annex 13 Version 5.0
Page 390f 39
PSO_FSL_CR00727 PWY_CWP_455 _I Date Range for Daily Rem reports
POLCC_FSL_CR0073 PWY_CWP_439 _I Rejected Postage Label Report
POLCC_FSL_CR0071 PWY_CWP_423 _I Printing Retailer Logos on Retailer branded
Orders
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Version History
SCHEDULE B6.2
HNG-X DESIGN AND BUILD
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of
CCN1200
Ww 26/09/06 Minor corrections
2.0 25/01/07 Baseline copy of 1.1
24 19/03/07 Applying CCN 1206
2.2 24/10/07 ‘Anomaly: omission of text in paragraph 13.1
3.0 25/10/07 Baseline copy of 2.2
4.0 23/02/09 Baseline copy of 3.1
6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Eujitsu
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2.2
34
SCHEDULE B6.2
HNG-X DESIGN AND BUILD
INTRODUCTION
This Schedule deals with:
1.1. an overview of the manner in which the HNG-X Requirements set out in
or generated by the process in Schedule B6.1 will be logged and
confirmed;
1.2 the agreed processes for design and development in support of the
solution specification, build and test stages of the lifecycle of the HNG-X
Development, including offshore development. The Parties acknowledge
that Post Office is embarking on a project management methodology
referred to as RMG Harmony. This methodology is in development at the
date of signature of CCN1200. As such this Schedule may or may not
align with RMG Harmony. In the event that Post Office requires changes
to this Schedule to better align it with RMG Harmony those changes will
be dealt with in accordance with the Change Control Procedure;
1.3 an overview of the Solution Baseline Documentation Set;
1.4 maintenance of the HNG-X Programme Plan and associated budgeting
and reporting; and
1.5 other matters relating to the conduct of Project HNG-X and the
Associated Changes.
HNG-X REQUIREMENTS
The HNG-X Requirements that will form the Requirements Baseline are referred
to in, or will be generated in the manner defined in, Schedule B6.1.
Fujitsu Services will establish a method of requirements traceability against the
Requirements Baseline for use during the HNG-X Development Period. Fujitsu
Services will provide Post Office with a completed compliance matrix for all HNG-
X Requirements listed in the Requirements Baseline by the milestone entitled
“Requirements Compliance Matrix Baselined” in the HNG-X Programme Plan.
SOLUTION BASELINE DOCUMENTATION SET
Fujitsu Services shall develop a set of documents and other artefacts that
accurately reflects the Solution Baseline (the “Solution Baseline Documentation
Set’). The Solution Baseline Documentation Set will consist of updated
versions of Schedules B3.2, B3.3 and B3.4, the Solution Architecture, and more
detailed information (which may be based on aspects of the Requirements
Baseline and/or a set of architectural and design artefacts). The Parties shall
work together throughout the two month period following the end of the
Requirements Stage to agree by the end of that period the list of documents
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3.2
44
4.2
5.1
5.2
5.3
and other artefacts that will form the Solution Baseline Documentation Set
(together with a summary description for each such document and artefact).
Changes to components or component usage explicitly described in the
Solution Architecture, or in other documents and artefacts of the Solution
Baseline Documentation Set which have been agreed between the Parties as
requiring Post Office approval, shall be approved by Post Office and Fujitsu
Services.
ARCHITECTURE & DESIGN
Fujitsu Services will create and maintain, for the duration of the HNG-X
Development Period, an architectural solution description, which shall be
developed from the Solution Architecture and shall take account of relevant
HNG-X Requirements (the "Architectural Solution Description"). The Architectural
Solution Description will be used to support HNG-X Solution Assurance in the
manner described in paragraph 5.4.2 and the Parties shall agree, in accordance
with paragraph 3, which elements of the Architectural Solution Description shall
form part of the Solution Baseline Documentation Set.
The Architectural Solution Description will consist of a number of architectural
and design artefacts that capture the design characteristics of the component
sub-systems of the solution. The architectural and design artefacts will take a
number of forms, dependent on the nature of the sub-system but typically
dictated by whether the component is to be newly created or retained or
enhanced legacy. Architectural and design artefact production will be tracked
through the HNG-X Programme Plan. Fujitsu Services shall work with Post Office
to agree, such agreement not to be unreasonably withheld, the form of the
architectural and design artefacts by the date for such agreement set out in the
HNG-X Programme Plan.
HNG-X SOLUTION ASSURANCE
HNG-X Solution Assurance is a significant and necessary activity in the HNG-X
solution lifecycle providing the means by which Post Office and Fujitsu Services
will progressively gain confidence in the emerging solution.
HNG-X Solution Assurance will continue the engagement between Post Office
and Fujitsu Services that was established to conduct Requirements Assurance
as a pre-cursor to establishing the Requirements Baseline.
The objectives of HNG-X Solution Assurance are to enable:
5.3.1 Post Office and Fujitsu Services to develop a common and shared
understanding of the Requirements Baseline;
5.3.2 Post Office to amplify, explain or clarify any points of difficulty in the
interpretation of the Requirements Baseline as requested by Fujitsu
Services;
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5.3.3
5.3.4
5.3.5
5.3.6
5.4 HNG-X Solution Assurance Roles and Responsi
5.4.1
5.4.2
5.4.3
5.4.4
5.4.5
Post Office and Fujitsu Services to monitor the progress of the Solution
Baseline towards satisfying the Requirements Baseline;
Post Office and Fujitsu Services to progressively gain confidence in the
completeness and integrity of the Solution Baseline;
Fujitsu Services to confirm to Post Office the operational effect of
applying the HNG-X Assumptions to the Architectural Solution
Description; and
Fujitsu Services to advise Post Office of potential operational or
functional implications which may arise in the development of the
Architectural Solution Description and for Post Office to consider
appropriate actions, such actions to be agreed between the Parties.
Such advice shall not include operational implications relating to the
usability characteristics of the HNG-X User Interface or the user interface
of the CSRDE, where such implications would be specific to Post Office’s
business operations and practices.
The HNG-X Solution Assurance role will be led by the Post Office Design
Authority and his team, supported by Fujitsu Services.
Fujtsu Services will demonstrate, through discussion and by the
provision of appropriate architectural and design artefacts, how the
Design and Architecture Requirements are met. In addition, Fujitsu
Services will, through the provision of an appropriate compliance matrix,
demonstrate the incorporation of all of the HNG-X Requirements in the
Requirements Baseline against relevant solution artefacts.
During HNG-X Solution Assurance Post Office will not specify any design
or design component to Fujitsu Services but will provide feedback where
it does not reasonably believe that the solution design will correctly meet
the Requirements Baseline, or where it believes that the solution
outcome would result in unacceptable implications.
HNG-X Solution Assurance will be carried out via a joint design forum
and ad-hoc discussions provided that the workings of the design forum or
the holding of such ad-hoc discussions do not adversely impact progress
against the HNG-X Programme Plan. Where Fujitsu Services believes
that such an adverse impact has occurred or is likely to occur, then this
issue shall be raised with both the Post Office HNG-X Programme
Manager and the Fujitsu Services’ HNG-X Programme Manager for
resolution and such impact shall be assessed via the mechanisms
described in paragraph 13.1.
This participative approach will recognise the respective and overriding
roles and responsibilities of Post Office (in terms of HNG-X Requirements
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6.2
6.3
6.4
6.5
Assurance) and of Fujitsu Services (in terms of solution definition, build
and implementation) in this process.
DEVELOPMENT
Fujitsu Services will develop the components of the solution using a combination
of “waterfall”, iterative and prototyping development methods as appropriate to
the component or sub-system being created. In general:
6.1.1 the ‘waterfall” approach will typically be used for retained “legacy” in the
Data Centre and those components that are related to the internal
workings of the solution (not business/user visible);
6.1.2 iterative methods will typically be used to deliver subsets of business
functionality earlier in the lifecycle (to support incremental testing); and
6.1.3 prototyping will typically be deployed where the requirements are not
clearly understood or where Fujitsu Services and Post Office jointly agree
that this is the correct approach for the creation of a particular aspect of
the system.
Fujitsu Services will agree with Post Office, such agreement not to be
unreasonably withheld, which development method will be used for each sub-
system or component of the solution.
Fujitsu Services will act in accordance with the Fujtsu Services “Solution
Framework” methodologies, as enhanced by the Fujitsu Services team to support
the needs of the development stream and this will be captured in revisions to the
Working Document “Development Strategy for HNG-X" (DEV/MGT/STG/0001),
which will be shared with Post Office. Decisions on which development tooling
and development methodologies are to be used will be driven out of the
programme and implemented within the project lifecycle as indicated by Level 2
key milestones in the HNG-X Programme Plan.
Each Party shall comply with its obligations set out in Annex 2 to this Schedule
with regard to the HNG-X Development.
Fujitsu Services shall provide a measurement mechanism which can be used to
estimate the functional size and complexity of software components and which
can be used to estimate the functional size and complexity of future software
changes.
In accordance with agreed Work Order(s), Fujitsu Services shall support Post
Office in activities necessary for Post Office to achieve:
6.5.1 certification, accreditation or assurance with its Clients or other third
parties; and
6.5.2 re-certification or re-accreditation with its Clients or other third parties.
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6.6
7A
7.2
7.3
7.4
Fujitsu Services shall allow Post Office training development staff access to the
pre-release solution as is becomes available, to facilitate the development by
Post Office of accurate training material.
TESTING
Project HNG-X will follow a jointly developed, jointly agreed testing strategy that
has been created to exploit the benefits of the re-engineered solution to be
delivered by a service oriented architecture (as that term is described in the
Solution Architecture) and an object oriented development approach. From the
agreed testing strategy, revisions to the generic testing processes will be drawn.
The approach will re-balance the testing lifecycle to strengthen the earlier stages
of testing and thus reduce the tisk of significant issues emerging in the later
stages. To ensure that each stage of testing delivers the appropriate contribution
to the programme it is important to establish and manage the commencement
(trends, stability, readiness) and completion (coverage, completeness, closure)
ctiteria for each testing stage.
Each test stage will have associated, documented quality gates (QGs) that will
support the readiness review process to decide whether it is appropriate to enter
or leave the stage of testing to which the QGs relate. The entry QG will be based
on objective entry criteria, drawn from generic checklists, to support the
assessment of readiness, timeliness, worth and risk.
Independent testing of the solution will be carried out by a jointly resourced and
managed team where each organisation takes leadership of an individual test
stage as agreed between the Parties. The scheduling of tests shall take account
of, and be consistent with, the HNG-X Acceptance Plan.
The Parties will use reasonable endeavours to jointly agree, by the touchpoint in
the HNG-X Programme Plan entitled ‘HNG-X Testing Approach Agreed’, such
agreement not to be unreasonably withheld, a CCD entitled “Testing Approach
for HNG-X" (TST/GEN/STG/0002) which will define the joint approach to be used
for testing. Such CCD will be based on the then current version of the Working
Document "HNG-X Testing Strategy’, the version at the date of signature of
CCN1200 being version 1.0 (March 2006).
ACCEPTANCE
The HNG-X Acceptance Process will be managed in accordance with Schedule
B6.3 by the respective HNG-X Acceptance Managers of Post Office and Fujitsu
Services for the period to HNG-X Initial Acceptance and by the Post Office
Acceptance Manager and Fujitsu Services Post Office Account service
management team for the period from HNG-X Initial Acceptance to HNG-X Final
Acceptance.
HNG-X PROGRAMME PLAN
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9.2
9.3
9.4
9.5
Fujitsu Services shall maintain the HNG-X Programme Plan for the fulfilment of
its obligations under this Agreement in relation to Project HNG-X and the
Associated Change Activities.
The HNG-X Programme Plan maintained by Fujitsu Services shall comprise
three Levels. The Level 2 elements of the HNG-X Programme Plan, as at the
date of signature of CCN1246, are set out in Part 2 of Annex 1 to Schedule B5.
The Level 3 elements of the HNG-X Programme Plan shall be at a level of detail
equivalent to those elements described as such in Annex 1 to this Schedule (this
is included for illustrative purposes only).
Within eight Working Days of the start of each Planning Period following the date
of signature of CCN 1200, Fujitsu Services shall issue a revised version of the
HNG-X Programme Plan which shall contain:
9.4.1 the Tasks required for completion of Project HNG-X and the Associated
Change Activities;
9.4.2 until 31st October 2006, the Level 3 elements of the HNG-X Programme
Plan associated with such FS Tasks as are scheduled to take place up to
30" November 2006;
9.4.3 from 1“ November 2006, the Level 3 elements of the HNG-X Programme
Plan required for completion of Project HNG-X and those Level 3
elements that are recorded in the HNG-X Programme Plan that are
related to the Associated Change Activities; and
9.4.4 the milestone dates for Post Office Tasks and, so far as reasonably
practicable, Post Office’s other obligations under this Agreement, on
which the commencement or completion of an FS Task is dependent (a
“Development Dependency’).
Any revised version of the HNG-X Programme Plan issued pursuant to this
paragraph shalll only become effective in accordance with the terms of paragraph
13.
In respect of each version of the HNG-X Programme Plan provided in
accordance with paragraph 9.4, each Level 3 element on the HNG-X Programme
Plan to be performed by Fujitsu Services:
9.5.1 having a deliverable to be produced as a result of that element, shall
have a summary description of that deliverable; and
9.5.2 if related to HNG-X Development, shall have a HNG-X T&M Budget
associated with it.
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9.6
9.7
9.8
9.9
10.1
10.2
10.3
10.4
10.5
10.6
Fujitsu Services shall complete each of its Tasks, using its reasonable
endeavours to do so by the date shown for the completion of that Task in the
HNG-X Programme Plan.
Post Office shall achieve each of its Development Dependencies, using its
reasonable endeavours to do so by the date shown for the achievement of that
Development Dependency in the HNG-X Programme Plan.
The initial version of the HNG-X Programme Plan at Level 2 (as set out in Part 2
of Annex 1 to Schedule BS) will be baselined at the date of signature of CCN
1246 such that any changes to costs, effort and timescales can be managed in
accordance with this Schedule B6.2.
Part 1 of Annex 1 to Schedule BS (excluding the diagram) contains references to
certain dates in the initial version of the HNG-X Programme Plan for the key
milestones and touchpoints between Fujitsu Services and Post Office or third
parties for the delivery of Project HNG-X and the Associated Changes.
REPORTING AND OBLIGATIONS IF DELAY OCCURS.
From the date of signature of CCN 1200, Fujitsu Services shall report to Post
Office in respect of each Planning Period its progress in achieving its Tasks set
out in the HNG-X Programme Plan for that Planning Period and on its
management of the work set out in that plan, such reporting to include eamed
value analysis.
Fujitsu Services shall report to Post Office in accordance with paragraph 10.1 not
later than the eighth Working Day after the end of the Planning Period to which
the report relates.
From the date of signature of CCN 1200, Post Office shall report to Fujitsu
Services in respect of each Planning Period its progress in achieving the
Development Dependencies for that Planning Period and on its management of
the work relating to those Development Dependencies.
Post Office shalll report to Fujitsu Services in accordance with paragraph 10.3 not
later than the fifth Working Day after the end of the Planning Period to which the
report relates.
If at any time an FS Task has not been, or Fujitsu Services forecasts that it may
not be, started or completed by the date set for that event in the HNG-X
Programme Plan, Fujitsu Services shall notify Post Office forthwith and shall
provide a report to Post Office with a red, amber, green colour coding system
(‘RAG Report") to highlight that FS Task.
If at any time a Development Dependency has not been, or Post Office forecasts
that it may not be, achieved by the date set for that Development Dependency in
the HNG-X Programme Plan, Post Office shall notify Fujitsu Services forthwith
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10.7
10.8
10.9
WW
and shall provide a RAG Report to Fujitsu Services to highlight that Development
Dependency.
If at any time an FS Task has a change in the effort required for its completion
based on the effort for that event in the HNG-X Programme Plan, Fujitsu
Services shall notify Post Office forthwith and shall provide a RAG Report to
highlight FS Tasks for which the effort has changed. Any change to the effort
required for completion of an FS Task will only take effect in the HNG-X
Programme Plan in accordance with paragraph 13.1.
If a failure or delay to carry out (a) an FS Task or (b) a Level 3 element set out in
the HNG-X Programme Plan to be performed by Fujitsu Services:
10.8.1 affects (a) any key milestone or touchpoint referred to in paragraph 9.9 or
(b) any Development Dependency (in both cases as set out in or derived
from the HNG-X Programme Plan), Fujitsu Services shall as soon as
reasonably practicable provide proposals to mitigate the failure or delay;
or
10.8.2 does not affect (a) any key milestone or touchpoint referred to in
paragraph 9.9 or (b) any Development Dependency (in both cases as set
out in or derived from the HNG-X Programme Plan), Fujitsu Services
shall take such action as is necessary to mitigate the failure or delay and
shall report such action to Post Office in accordance with paragraph 10.1.
Any proposal provided by Fujitsu Services under paragraph 10.8.1 shall be
agreed with Post Office before it is implemented.
If there is a failure or delay to (a) achieve a Development Dependency or (b)
carry out a Level 3 element set out in the HNG-X Programme Plan to be
performed by Post Office, Post Office shall take such action as is necessary to
mitigate the failure or delay and shall report such action to Fujitsu Services in
accordance with paragraph 10.3.
BUDGET REPORT AND SUPPORTING INFORMATION FOR INVOICES
Fujitsu Services shall provide together with the reports to be provided under
paragraph 10.1:
11.4.1 a report in spreadsheet form providing, in respect of HNG-X
Development work only, the amount invoiced or due to be invoiced up to
the end of the Planning Period to which the report relates, an estimate of
Fujitsu Services Charges to completion of HNG-X Development and the
aggregate HNG-X T&M Budget at such completion, together with an
assessment of Gain Share which may be payable and/or a comparison of
the figures given in the report against the Lower Target Price, Upper
Target Price, Soft Cap and/or Hard Cap, in each case in accordance with
the provisions of Schedule D8; and
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11.2
12.1
12.2
13.1
11.1.2 a document setting out for the invoicing period to which the reports relate
supporting information giving, in respect of each Level 3 element
identified in the HNG-X Programme Plan to be performed by Fujitsu
Services during that invoicing period, details of the number of hours
worked by each grade of resource in respect of that Level 3 element.
The format of the reports and supporting information to be provided in
accordance with paragraphs 10.1, 10.3 and 11.1, shall be agreed by the Parties,
such agreement not to be unreasonably withheld.
CONTRACTOR PERSONNEL
From the date of signature of CCN 1200 until the HNG- Initial Acceptance Date,
Fujitsu Services shall supply (and update when changes occur) the name, job
title, project role and grade for those Fujitsu Services personnel working on HNG-
X Development including those personnel that are off-shored.
From the date of signature of CCN 1200 until the HNG- Initial Acceptance Date,
Fujitsu Services shall produce organisational charts showing Fujitsu Services
personnel working on HNG-X Development including those personnel that are
off-shored. Fujitsu Services shall provide revised versions of those charts to Post
Office when there are material changes to them.
CHANGING THE HNG-X PROGRAMME PLAN
Changes to scheduling of, or the effort required for, Tasks or Development
Dependencies that the Parties consider will not cause the 108.5 Band to be
exceeded and to which paragraph 13.5 does not apply shall require the written
agreement of both Parties at HNG-X Authority Level 1 (such agreement not to be
unreasonably withheld by either Party) and shall take effect immediately upon
that written agreement. Changes to scheduling of, or the effort required for,
Tasks or Development Dependencies that the Parties consider will cause the
108.5 Band to be exceeded and to which paragraph 13.5 does not apply shall be
dealt with under the Change Control Procedure. All changes that impact any of
the dates set out in the HNG-X Programme Plan for any of the key milestones
and touchpoints listed in Part 1 of Annex 1 to Schedule BS (excluding the
diagram) will be managed under the Change Control Procedure. The Parties
agree that Part 1 of Annex 1 to Schedule B5 need not be updated to reflect
changes made subsequently to the HNG-X Programme Plan and that the HNG-X
Programme Plan shall have precedence over the dates in that Annex.
13.1.1 Without prejudice to the generality of paragraph 13.1 and subject to that
paragraph, in order to manage (after the date of signature of CCN1246) any
further increases in the chargeable man day estimates provided by Fujitsu
Services to complete the HNG-X Development and/or Associated Change
Development:
(a) Fujitsu Services HNG-X Programme Director shall notify Post Office HNG-X
Programme Manager in writing of any change in the aggregate number of man
days budgeted (as chargeable to Post Office) to complete the HNG-X
Development or Associated Change Development (“a man-day change’);
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13.2
13.3
13.4
13.4.1
13.4.2
(b) In relation to any such man-day change of 20 days or less, Post Office shall
be deemed to have approved such change unless it notifies Fujitsu Services
within 2 working days of receipt (unless such man-day change coupled with all
other man-day changes in that month exceeds 100 man-days);
(c)_ for any man-day change not within sub-paragraph (b) above, the Fujitsu
HNG-X Programme Director and the Post Office HNG-X Programme Manager
shall promptly meet to agree in writing the approach to be taken in relation to
such proposed change;
(d) all man-day changes within a calendar month will be discussed at a monthly
meeting to be combined with the last Joint Supply Board of each month.
If the Parties fail to reach agreement at HNG-X Authority Level 1 on a change of
the type described in the first sentence of paragraph 13.1, the dispute shall be
referred to HNG-X Authority Level 2. If the Parties fail to reach such agreement
at HNG-X Authority Level 2, the dispute shall be referred for resolution at the
Executive Review level of the DRP and if not resolved shall (unless the Parties
agree otherwise) be escalated further in accordance with the DRP.
Fujitsu Services shall be entitled at its discretion to reschedule the Level 3
elements of the HNG-X Programme Plan within the period bounded by the start
and completion dates for the associated Task in the HNG-X Programme Plan.
Failure to complete a Task due to Fujitsu Services’ Default
To the extent that a failure by Fujitsu Services to cary out an FS Task by the
completion date for that Task in the HNG-X Programme Plan is due to a Default
of Fujitsu Services, then:
13.4.1.1 Fujitsu Services shall not be entitled to extend the period for the
completion of that FS Task or revise the HNG-X T&M Budget for that
FS Task without the agreement of Post Office in accordance with the
provisions of paragraph 13.1; and
13.4.1.2. the cost of preparing reports and proposals and taking any mitigating
action in accordance with paragraph 10 shall be bore by Fujitsu
Services.
To the extent that a failure by Post Office to achieve a Development Dependency
by the achievement date for that Development Dependency in the HNG-X
Programme Plan is due to a Default of Fujitsu Services, then:
13.4.2.1 if the Development Dependency is not achieved by the date specified
for that Development Dependency in the HNG-X Programme Plan, the
period for achieving that delayed Development Dependency shall be
extended by the period reasonably necessary for that Development
Dependency to be achieved, taking into account:
(a) whether the reasons for delay, to the extent they can be
identified, are likely to continue to cause delay;
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(b) the availability of appropriate resources (both existing Post
Office resources and any available to Post Office to buy in);
(c) _ the nature of the Development Dependency to be achieved; and
(4) other Development Dependencies which have not yet been
achieved,
provided that Post Office shall use reasonable endeavours to redeploy
any resources allocated to achieve that Development Dependency
throughout the period of delay so as to minimise that period of
extension;
13.4.2.2 the length of the time extensions to Development Dependencies in
accordance with paragraph 13.4.2.1 shall require written agreement at
HNG-X Authority Level 1 (such agreement not to be unreasonably
withheld by either Party) and shall take effect immediately subject to
written confirmation at HNG-X Authority Level 2 (which shalll be given
or refused within one week of such agreement);
13.4.2.3. if the Parties fail to reach such agreement at HNG-X Authority Level 1
or HNG-X Authority Level 2, for the purposes of establishing the
effective ongoing HNG-X Programme Plan, Fujitsu Services shall be
entitled to determine on the basis of and taking into account the factors
set out in paragraph 13.4.2.1 the amount of time by which each
delayed Development Dependency shall be extended. Post Office shall
work to that revised HNG-X Programme Plan but shall be entitled to
seek a further extension of time for such Development Dependencies
through the dispute resolution process referred to in paragraph
13.4.2.4; and
13.4.2.4 Disputes as to:
(a) whether or to what extent a Default by Post Office or some other
failure has caused a Development Dependency to be delayed;
or
(b) _ the amount by which the time for a Development Dependency
should be extended,
shall be referred for resolution at the Executive Review level of the DRP.
and if not resolved shall (unless the Parties agree otherwise) be
escalated further in accordance with the DRP.
13.5 Failure to complete a Task not due to Fujitsu Services’ Default
13.5.1 The provisions of this paragraph 13.5 shall only apply if and to the extent
that a failure by Fujitsu Services to cary out an FS Task by the
completion date for that FS Task in the HNG-X Programme Plan is due to
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13.5.2
13.5.3
13.5.4
13.5.5
a failure by Post Office or any of its agents or sub-contractors to (i)
achieve any Development Dependencies by the date shown for the
achievement of them set out in the HNG-X Programme Plan, or (ii) fulfil
its other obligations under this Agreement, provided that Fujitsu Services
notified Post Office of its failure to fulfil that obligation and its effect on
Fujitsu Services’ ability to perform the FS Task.
If an FS Task is not completed by the date specified for that FS Task in
the HNG-X Programme Plan, the period for completing that delayed FS
Task shall be extended by the period reasonably necessary for that FS
Task to be completed, taking into account:
(a) whether the reasons for delay, to the extent they can be
identified, are likely to continue to cause delay;
(>) the availability of appropriate resources (both existing Fujitsu
Services resources and any available to Fujitsu Services to buy
in);
(c) the nature of the FS Task to be completed; and
(d) _ other FS Tasks which remain incomplete,
provided that Fujitsu Services shall use reasonable endeavours to
redeploy any resources allocated to that FS Task throughout the period
of delay so as to minimise that period of extension.
Fujitsu Services shall revise the HNG-X T&M Budget for completing each
of its delayed FS Tasks to the extent reasonably necessary to reflect:
(a) any additional work required; and/or
(b) additional resource required to be allocated to that FS Task,
for it to be completed within the period of extension described in
paragraph 13.5.2, provided that Fujitsu Services shall use reasonable
endeavours to redeploy any resources allocated to that FS Task
throughout the period of delay.
The length of the time extensions to FS Tasks in accordance with
paragraph 13.5.2 shall require written agreement at HNG-X Authority
Level 1 (such agreement not to be unreasonably withheld by either Party)
and shall take effect immediately subject to written confirmation at HNG-
X Authority Level 2 (which shall be given or refused within one week of
such agreement).
If the Parties fail to reach such agreement at HNG-X Authority Level 1 or
HNG-X Authority Level 2, for the purposes of establishing the effective
ongoing HNG-X Programme Plan, Post Office shall be entitled to
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13.6
14.1
13.5.6
determine on the basis of and taking into account the factors set out in
paragraph 13.5.2 the amount of time by which each delayed FS Task
shall be extended. Fujitsu Services shall work to that revised HNG-X
Programme Plan but shall be entitled to seek a further extension of time
for such FS Tasks through the dispute resolution process referred to in
paragraph 13.5.6.
Disputes as to:
(a) whether or to what extent a Default by Fujitsu Services or some
other failure has caused an FS Task to be delayed;
(b) the amount by which the time for an FS Task should be
extended; or
() the increase (if any) to the HNG-X T&M Budget to reflect the
additional work or resource required to complete a delayed or
extended FS Task,
shall be referred for resolution at the Executive Review level of the DRP.
and if not resolved shall (unless the Paities agree otherwise) be
escalated further in accordance with the DRP.
Notwithstanding anything to the contrary in Clauses 57 and 68, written
agreements and confirmations referred to in paragraphs 13.1 to 13.5 may be
effected by written agreement including, without limitation, email exchange or
agreed meeting minutes.
OFFSHORE DEVELOPMENT
Appointment and Induction of Offshore Development Partner
14.1.4
14.1.2
Fujitsu Services has appointed Zensar Technologies UK Limited as an
HNG-X Sub-contractor, in the role of offshore development partner (the
“Offshore Development Partner’). This paragraph 14 sets out the
circumstances in which Fujitsu Services may use the Offshore
Development Partner, its management of the Offshore Development
Partner and Post Office's role in that process. It is without prejudice to
Fujitsu Services obligations under Clause 58.2.
Fujitsu Services will agree the appointment, by the Offshore
Development Partner, of a Fujitsu Services’ Offshore Project Manager
and a Fujitsu Services’ Offshore Design Authority to oversee the Offshore
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14.1.3
14.1.4
14.1.5
Development Partner's contribution to HNG-X Development work. These
appointments will be notified to Post Office by Fujitsu Services as soon
as reasonably practicable.
Fujitsu Services will ensure that the Fujitsu Services’ Offshore Project
Manager and the Fujitsu Services’ Offshore Design Authority appointed
by the Offshore Development Partner have a full understanding of both
the technical solution proposed and the business environment within Post
Office sufficient to fulfil Fujitsu Services’ obligations in respect of offshore
activities.
The Fujitsu Services’ Offshore Project Manager and the Fujitsu Services’
Offshore Design Authority will ensure that such induction information is
communicated within the Offshore Development Partner's teams through
mandatory briefings and a record will be maintained to demonstrate all
individuals have received this communication. Post Office will agree the
content of this communication in advance, such agreement not to be
unreasonably withheld.
The Parties will agree Post Office's involvement in the activities, including
any support to be provided to Fujitsu Services, set out in paragraphs
14.1.3 and 14.1.4, such agreement not to be unreasonably withheld by
either Party.
14.2 Use of Offshore Development Partner
14.2.1
14.2.2
14.2.3
Fujitsu Services will propose which components of the solution are to be
produced offshore on a case-by-case basis and which aspects of
development (design, development, test) are to be produced by the
Offshore Development Partner. Fujitsu Services shall provide reasonable
notice to Post Office to consider such proposals and shall seek Post
Office agreement to these proposals before they are implemented, such
agreement not to be unreasonably withheld. The decision to offshore the
development of a component will be based on information that will
include architectural considerations, skills availability, development
knowledge, support constraints and security measures.
Before Fujitsu Services proposes to Post Office, pursuant to paragraph
14.2.1, that any HNG-X Development work be undertaken by the
Offshore Development Partner, Fujitsu Services shall, at no cost to the
Post Office, carry out an assessment of the potential risks involved in
such work being undertaken offshore by the Offshore Development
Partner. Such assessment shall consider any potential risks arising from
the physical, logical and management secutity standards to be followed
by the Offshore Development Partner in undertaking such work.
Fujitsu Services shall disclose to Post Office (a) the results of the
assessment referred to in paragraph 14.2.2 and (b) details of the
processes, procedures, systems and controls it has or intends to put in
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14.2.4
14.2.5
14.2.6
place to address the risks identified in that assessment. The
commencement of any offshore HNG-X Development work by the
Offshore Development Partner shall be conditional on Post Office
confirming to Fujitsu Services that it is satisfied with such assessment
and such processes, procedures, systems and controls.
Fujitsu Services will enter into contractual arrangements with the
Offshore Development Partner that will entitle it to require the Offshore
Development Partner to put in place the following security measures in
respect of any HNG-X Development work undertaken by it offshore:
(a) physically isolating the Offshore Development Partner's
development environment for HNG-X Development from other
areas, with access restiicted to only those resources of the
Offshore Development Partner who are carrying out such
activities; and
(b) __ isolating the Offshore Development Partner's networks for such
development environment from other areas and other networks
including data security, network security, server security,
document security and web security.
As a result of an assessment conducted pursuant to paragraph 14.2.2 or
otherwise, the Parties may agree in writing that the Offshore
Development Partner implement the measures referred to in. this
paragraph in relation to HNG-X Development work. As pait of any such
agreement, the Parties shall also agree any additional charges to be paid
by Post Office for those measures, such charges to reflect any additional
costs incurred by the Offshore Development Partner in implementing
those measures.
Fujitsu Services shall be responsible for ensuring that the Offshore
Development Partner implements and observes any security measures
disclosed to Post Office pursuant to paragraph 14.2.3 (to the extent they
are relevant to the Offshore Development Partner) or agreed by the
Parties pursuant to paragraph 14.2.4. Other than as referred to in
paragraph 14.2.4, the cost of such secutity measures shall be borne by
Fujitsu Services.
The requirements for the components of the solution that are to be
developed offshore will be passed to the Offshore Development Partner
under the control of the Fujitsu Services’ ‘Requirements and Acceptance’
team, in accordance with established Project HNG-X practice. The
Fujitsu Services’ Offshore Design Authority will actively participate in the
review, interpretation and assurance of these requirements. Fujitsu
Services will arrange reviews involving the Fujitsu Services Design
Authority, the Fujitsu Services’ Offshore Design Authority and the Post
Office Design Authority where it believes significant clarification or better
understanding of an HNG-X Requirement is needed. Post Office may
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14.3
request Fujitsu Services to arrange such a review if it reasonably
believes a review to be necessary for specific HNG-X Requirements.
14.2.7 The independent testing stages of Project HNG-X will be supported by
the Offshore Development Partner's personnel working on and offshore
and it is anticipated that there will be regular contact with the joint Post
Office and Fujitsu Services testing team with respect to offshore
developed technology where this touches the business/user environment.
A series of two way visits is envisaged.
Programme Management of Offshore development
14.3.1 Fujitsu Services has appointed the Fujitsu Services Project Manager,
who is a senior project management professional, to oversee the
relationship with the Offshore Development Partner to ensure that
synergy with the programme is maintained and pro-actively managed.
The Fujitsu Services Project Manager will ensure alll risks associated with
the offshore development are managed, such risks and their associated
action plans to be shared with Post Office.
14.3.2 Offshore activities will be included within the HNG-X Programme Plan
(Levels 1, 2 and 3) and weekly time recording will be supported within
Fujitsu Services’ standard RTR toolset, in accordance with agreed
reporting processes for Project HNG-X. Offshore activities will be
included within Project HNG-X reporting in accordance with this Schedule
B6.2.
14.3.3 Fujitsu Services will hold all offshore generated artefacts within the
nominated repositories for Project HNG-X and knowledge share will be
supported by the continued involvement of offshore staff within their
respective programme communities (design, development and test).
14.3.4 Fujitsu Services will ensure that all risks and issues that originate or are
identified offshore are managed through the appropriate programme
registers and processes. Such risks and issues will be made visible to
Post Office who will be invited to participate in their resolution.
14.3.5 Fujitsu Services will work with the Offshore Development Partner to put in
place measures, equivalent to those set out at Clause 41 (Fujitsu
Services Key Personnel) of this Agreement, aimed at ensuring that the
Fujitsu Services’ Offshore Project Manager and the Fujitsu Services’
Offshore Design Authority are retained as key personnel.
14.3.6 For the avoidance of doubt, the Offshore Development Partner's
compliance with the provisions of this paragraph 14 and its performance
of any of Fujitsu Services’ obligations under this Agreement shall be
subject to the same rights of audit as if those obligations were performed
by Fujitsu Services and Fujitsu Services shall ensure that the Offshore
Development Partner maintains Records and cooperates with, and
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provides assistance and info
rmation in relation to, any audit, in each case
in accordance with Clause 25 (Audit).
15. ASSOCIATED DOCUMENTS
15.1 The following CCDs are associated with this Schedule B.6.2:
Document Reference
Document Title
REQ/CUS/BRS/0001 Postal Services Business and Operational
Context
TSTIGEN/STG/0002 Testing Approach for HNG-X
15.2 There are no CRDs associated with
this Schedule B6.2.
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ANNEX 1
HNG-X PROGRAMME PLAN: LEVEL 3 ELEMENTS
For
lustrative purposes onl
C:\Documents and
Settings\vd02\Desktc
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ANNEX 2
DEVELOPMENT RULES
DEFINITIONS
For the purposes of this Annex only, the following terms shall have the following meanings:
Clean Room
means the separate operational environment
where the Clean Room Team will work during
the development lifecycle for production of the
Clean Room Outputs;
Clean Room Outputs
means the Ul and CSRDE outputs for the
HNG-X business application developed by
Fujitsu Services in the Clean Room;
Clean Room Rules:
means the set of operational processes and
practices used by the Clean Room Team to
work on the Clean Room Outputs as set out in
Section C of this Annex;
Clean Room Team
means all individuals engaged on Project
HNG-X by Fujitsu Services who are based in
the Clean Room;
Fujitsu Filter Team
means the identified individuals in the General
Development Team (and outside the Clean
Room) responsible for the interface with the
Clean Room Team;
General Development Team
means all individuals engaged on Project
HNG-X by Fujitsu Services who are involved in
the creation or use of IPR; and
General Development Team Rules
means the rules set out in Section B of this
Annex.
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24
a2
2.3
2.4
25
SECTION A: GENERAL
BACKGROUND
Fujitsu Services does not intentionally engage in the production of software or
systems which unlawfully copy the proprietary works of others. Nor does it
intentionally misuse confidential information to assist such production.
In addition Fujitsu Services takes appropriate steps to ensure the potential risk of
inadvertent copying of proprietary works is minimised.
As a result of Post Office's business decisions not to continue using the parts of
the current Horizon systems from Fujitsu Services’ existing subcontractor there is a
possibility that Fujitsu Services will be required to produce evidence that the
replacement software did not benefit either from the unlawful copying by Fujitsu
Services of proprietary material or the misuse of third party confidential
information.
APPROACH
This document sets out the approach agreed between Fujitsu Services and Post
Office:
24.1 to control the risk of infringement of third party rights during the
development of HNG-X; and
2.1.2 to enable Fujitsu Services to demonstrate that Fujitsu Services design and
code outputs are based upon the HNG-X Requirements not the unlawful
copying or misuse by Fujitsu Services of third party rights in existing
systems.
The use of the Clean Room is to produce Clean Room Outputs based only on the
Post Office's HNG-X Requirements and not created as a result of any unlawful
copying or misuse by Fujitsu Services of third party rights in existing systems.
Post Office acknowledges that it has a role to play to assist Fujitsu Services in
avoiding the tisk of infringement of that third party IPR and Section D of this Annex
sets out details of the actions and responsibilities of Post Office in this respect.
The rules applicable to the Clean Room are not intended to replace those
applicable to the General Development Team. The General Development Team
Rules shall unless modified by the Clean Room Rules also apply to the Clean
Room Team.
Neither the Clean Room Rules nor the General Development Team Rules shall
replace Fujitsu Services’ other applicable general development or quality
assurance obligations. Rather the Clean Room Rules and the General
Development Team Rules are intended to bring specific focus and awareness in
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34
3.2
44
4.2
43
5.1
5.2
5.3
areas where these need to be modified or augmented to meet identified risks of
IPR infringement.
SCOPE
The Parties have agreed that where there are real risks of actual IPR infringement
Fujitsu Services shall put in place a system where part of its team (the “Clean
Room Team’) will work in isolation to prevent such infringement.
For the purpose of this Annex the additional rules applicable to the Clean Room
Team are called the Clean Room Rules.
SECTION B: GENERAL DEVELOPMENT TEAM RULES
GENERAL
These rules apply to alll of the activities undertaken by Fujitsu Services for Post
Office involving the creation or use of IPR.
General Development Team shall not use, copy or adapt (from any other
programming language) or reverse engineer any third party proprietary software or
software tool (and its related documentation) unless they have first satisfied
themselves that:
4.2.1 _ they know the origin of the same; and
4.2.2 Fujitsu Services is licensed or otherwise authorised to make use of such
IPR in this way.
For the avoidance of doubt in respect of the General Development Team there
shall be no separation physical or functional outside the Clean Room of ongoing
maintenance and other work in respect of Horizon and the development of HNG-X.
INDIVIDUALS ENGAGED
Members of the General Development Team (other than the Clean Room Team)
may have background knowledge of Horizon and access to Horizon code and
Escher APIs.
All members of the General Development Team shall have been biiefed
appropriately on the General Development Team Rules and of the need to ensure
that all contact with the Clean Room Team is through the Fujitsu Filter Team.
‘Adherence by the General Development Team to the General Development Team
Rules shall be through normal supervision by Fujitsu Services line management.
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7A
7.2
O41
9.2
9.3
RECORDS
The General Development Team shall maintain such records as ate required
through its normal development procedures and good industry practice.
AUDIT AND COMPLIANCE
Fujitsu Services will implement appropriate controls to check compliance with the
General Development Team Rules through its management organisation.
Compliance with the General Development Rules and the Clean Room Rules shall
be subject to the standard Fujitsu Services’ company quality audit procedure.
CHANGES TO THE GENERAL DEVELOPMENT TEAM RULES
Fujitsu Services shall retain the ability to control changes to the General
Development Team Rules and to modify and update such General Development
Team Rules provided any such changes are good industry practice.
SECTION C: CLEAN ROOM RULES
IDENTIFYING THE NEED FOR ACLEAN ROOM PROCESS
Fujitsu Services does not intend to unlawfully copy third party proprietary material
included in the existing Horizon system or otherwise.
To ensure that this is not done inadvertently and to assist in proving that the
development of HNG-X took place lawfully Fujitsu Services shall ensure that work
or parts of work needed to create certain HNG-X elements are performed by
Fujitsu Services under Clean Room Rules by a separate development team
located in a Clean Room with inputs and outputs suitably monitored and recorded.
In order to avoid any infringement or risk of infringement the following elements of
the project need to be created in the separate environment to which these Clean
Room Rules shall apply:
A. Work to create UI Clean Room Outputs
. UI Construct Catalogue to create new constructs defined by UI Clean
Room Team;
. Ul Prototypes for use in Usability Trials;
. HNG-X Style Guide being the final formal documentation of Ul Clean
Room Outputs; and
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9.4
10.2
10.3
B. Work to create CSRDE Clean Room Outputs
. Carrier Services technical data model, including schema, to meet the
Postal Services Requirements;
. CSRDT;
. the design of the user interface for using the CSRDT; and
. the design and prototype of the code to access the CSRDE from the
Postal Services Functional Requirements.
The Parties will jointly keep under review through the governance arrangements
set out in Schedule A2 and the Change Control Procedure and Work Ordering
Procedure the risks of infringement of any other aspects or third party rights and
the action required including the creation of Clean Room conditions for such
additional elements.
CLEAN ROOM TEAM
Fujitsu Services shall make arrangements for the creation at a location physically
separated from its main development team of a group (initially eight to ten people)
who will be responsible for creating the UI and CSRDE Clean Room Outputs.
Fujitsu Services shall ensure that the development personnel in the Clean Room
Team are selected by Fujitsu Services so as to avoid the use of individuals with
prior knowledge of any relevant third party materials and software. For the HNG-X
UI Clean Room process Fujitsu Services shall select only those personnel who
have not had significant experience of, or any access to the source materials of,
the existing Horizon Ul. For the CSRDE Clean Room process, Fujitsu Services
shall select only those personnel who have not had significant experience of, or
any access to the source materials of, the existing Escher Mails data editor.
Members of the Clean Room Team shall be requested to confirm that they have
not had such experience or access.
After their selection, Fujitsu Services shall ensure that the Clean Room Team shall
not have any access to any relevant third party materials and software used in the
Horizon system. For the HNG-X UI Clean Room process, Fujitsu Services shall
ensure that the relevant personnel shall continue not to have access to the source
materials of the existing Horizon UI. For the CSRDE Clean Room process, Fujitsu
Services shall ensure that the relevant personnel shall continue not to have access
to the existing Escher Mails data editor.
Fujitsu Services shall ensure that members of the Clean Room Team do not have
knowledge of or access to any relevant Escher materials and software (including
the source materials) and that they do not attempt to obtain such knowledge or
access.
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10.5
10.6
10.7
44
11.2
11.3
11.4
Fujitsu Services shall restrict access by Clean Room Team to personnel outside of
the Clean Room whether in General Development Team or elsewhere that might
have such knowledge or materials so that the isolation of the Clean Room Team
does not become ineffective.
Fujitsu Services shall make and keep suitable records of the input of information
software and materials to the Clean Room.
Each member of the Clean Room Team shall be responsible for keeping suitable
personal records of their Clean Room activity.
FUJITSU FILTER TEAM
Communication with the Clean Room Team shall be via a nominated set of
individuals (the “Fujitsu Filter Team”) external to the Clean Room Team who shall
be responsible for recording and vetting of inputs to the Clean Room Team.
All communication between the Clean Room Team and either Post Office or the
remainder of the HNG-X development team shall be controlled by a Fujitsu Filter
Team. The responsibility of the Fujitsu Filter Team is to ensure that the terms of
reference for the Clean Room Team are not inadvertently compromised by the
inputs to it.
The Fujitsu Filter Team consists of a senior technical manager appointed by the
Fujitsu Services' HNG-X Programme Manager along with one or more assistants.
The Fujitsu Filter Team is part of the HNG-X project team outside the Clean Room
Team, and is responsible for the following:
11.3.1. Production of the Terms of Reference for the Ul and Postal Services
(CSRDE) Clean Room Teams, including synopsis / contents list for the Ul
Style Guide, Counter Architecture and Interfaces;
11.3.2 Identification of individual Process Steps from the sample Post Office
Business Use Cases for prototyping of UI scenarios and CSRDE specific
Process Steps;
11.3.3 Recording and review of other Post Office and Fujitsu Services’ inputs to
the Clean Rooms;
11.3.4 Communicating any Fujitsu Services feedback to the Clean Room Team
and ensuring any feed back provided to the Clean Room Team relates only
to the above referenced inputs to the Clean Room and not to replication of
existing systems;
The Fujitsu Filter Team shall also raise any issues of concern, or refer any such
issues raised by the Clean Room Team to Fujitsu Services’ legal advisers.
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11.5
11.6
124
12.2
12.3
12.4
12.5
All feedback correspondence originating from Fujitsu Services or Post Office
should include an identifier which clearly identifies the correspondence as
containing feedback intending to lead to a change in the outputs of the Clean
Room Team.
Fujitsu Services shall from time to time inform Post Office of the members of the
Fujitsu Filter Team and shall promptly upon each change to the Fujitsu Filter Team
personnel inform Post Office of that change.
SECTION D: RELATED POST OFFICE OBLIGATIONS
Post Office shall prepare its HNG-X Requirements in a format that where
reasonably possible avoids dictating a specific solution or design which in the
reasonable opinion of Post Office might infringe third party IPR.
Post Office shall as soon as reasonably practicable respond to reasonable
requests for information from Fujitsu Services aimed at establishing the bona fides
of any source of its HNG-X Requirement.
Post Office shall ensure that all its inputs for the Clean Room Team are submitted
via the Fujitsu Filter Team.
Post Office shall (at Fujitsu Services’ cost) take all steps reasonably requested by
Fujitsu Services to assist Fujitsu Services in establishing and operating its General
Development Team Rules or Clean Room Rules but only to the extent such steps
relate to the actions of Post Office's employees, agents or contractors under this
Agreement.
Post Office shall as soon as reasonably practicable notify Fujitsu Services of any
matters which come to its attention that might reasonably result in a breach by
Fujitsu Services of the General Development Team Rules or Clean Room Rules.
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Version History
SCHEDULE B6.3
HNG-X ACCEPTANCE PROCESS
Version No. I Date Reason for Issue
1.0 31/08/06 Agreed version as at date of signature of CCN1200
1 26/09/06 Minor corrections
2.0 25/01/07 Baseline copy of 1.1
6.0 16/06/09 Moving all schedules to V6.0 as agreed with Fujitsu
Schedule B6.3Version8.0
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SCHEDULE B6.3
HNG-X ACCEPTANCE PROCESS
1. INTRODUCTION
1.1 The purpose of this Schedule is to describe a clear, agreed process that enables
21
2.2
objective confirmation (or otherwise) of the fulfilment of Fujitsu Services’ delivery
obligations in respect of Project HNG-X and certain of the Associated Change Activities.
The process includes a mechanism for managing any and all rectification activities
identified in order to complete the fulfilment of any HNG-X Acceptance Criteria that have
not been met.
DEFINITIONS
Acceptance
2.1.1. The HNG-X Acceptance Process will enable Post Office and Fujitsu Services to
provide:
2.1.1.1. confirmation that the deliverables are fit to proceed to the next stage in
the HNG-X Acceptance Process; and
2.1.1.2 confirmation that Fujitsu Services has met the HNG-X Requirements,
and any related contractual obligations, in an agreed manner.
2.1.2 HNG-X Initial Acceptance will be achieved on progressing through HNG-X
Acceptance Gateway 4.
2.1.3 HNG-X Final Acceptance will be achieved once all HNG-X Acceptance
Gateways have been passed through.
HNG-X Acceptance Process Stages
2.2.1 A series of HNG-X Acceptance Gateways exists for the HNG-X Acceptance
Process. The HNG-X Acceptance Gateways are each numbered but such
numbering does not imply that the HNG-X Acceptance Gateways must be
achieved in strict sequential order. The series of numbered HNG-X Acceptance
Gateways for HNG-X is stated below, with the corresponding “Z#” point (as
defined in Schedule BS) stated alongside:
2.2.1.1 HNG-X Acceptance Gateway 1 - Readiness for Router Roll Out
(Acceptance Point Z1);
2.2.1.2 HNG-X Acceptance Gateway 2 - Readiness for Data Centre Migration;
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2.2.2
2.2.3
2.2.4
2.25
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2.2.1.3 HNG-X Acceptance Gateway 3 — Readiness for Live Pilot (Acceptance
Point 22);
2.2.1.4 HNG-X Acceptance Gateway 4 — Readiness for Branch Migration
(Acceptance Point Z3);
2.2.1.5 HNG-X Acceptance Gateway 5 -— Readiness for XP Roll-Out
(Acceptance Point 24); and
2.2.1.6 HNG-X Acceptance Gateway 6 — End of Live Monitoring.
HNG-X Acceptance Gateways 1 and 2 must both be passed through as pre-
requisites for passing through HNG-X Acceptance Gateway 3. HNG-X
Acceptance Gateways 1 and 2 may be passed through in any order (the actual
order to be agreed and documented in the HNG-X Programme Plan).
HNG-X Acceptance Gateway 5 shall be passed through at any point in time
following HNG-X Acceptance Gateway 3 and prior to HNG-X Acceptance
Gateway 6 (the planned point in time to be agreed and documented in the HNG-
X Programme Plan).
A series of HNG-X Acceptance Process Stages exist, delineated by specific
HNG-X Acceptance Gateways as follows:
2.2.4.1 HNG-X Acceptance Process Stage “Test and Validation” is from delivery
of the agreed HNG-X Acceptance Plan to HNG-X Acceptance Gateway
3;
2.2.4.2 HNG-X Acceptance Process Stage “Live Pilot” is from HNG-X
Acceptance Gateway 3 to HNG-X Acceptance Gateway 4; and
2.2.4.3 HNG-X Acceptance Process Stage “Live Monitoring” is from HNG-X
Acceptance Gateway 4 to HNG-X Acceptance Gateway 6.
The HNG-X Acceptance Gateways and the HNG-X Acceptance Process Stages
can be represented diagrammatically as follows (HNG-X Acceptance Gateways
depicted as “AG”:
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AGI
AG3
AG2
Test &
Validation
2.2.6 The HNG-X Acceptance Plan will document, inter alia, which HNG-X
Acceptance Criteria have been agreed between the Parties as needing to be
achieved during Live Monitoring and the period of Live Monitoring agreed
accordingly. The HNG-X Acceptance Process from AG4 to HNG-X Final
Acceptance will be managed for Fujitsu Services by its Post Office Account
Service Management team.
2.3 HNG-X Acceptance Criterion
2.3.1 An HNG-X Acceptance Criterion is a clear, objective and unambiguous
statement against which fulfilment (with supporting evidence) of an HNG-X
Requirement using an HNG-X Acceptance Method can be determined. There
will be one HNG-X Acceptance Criterion against each instance of an allocated
HNG-X Acceptance Method. There may be HNG-X Requirements that are, in
themselves, measurable and unambiguous. In such cases, the HNG-X
Acceptance Criterion may be marked ‘as per the HNG-X Requirement’. Where
the HNG-X Requirement is expressed as a Use Case, the HNG-X Acceptance
Criterion will be the fulfilment of the Use Case pre-condition and post-condition
except where explicitly stated.
2.3.2 HNG-X Acceptance Criteria will be documented by Post Office in DOORS and
extracted by Post Office into the HNG-X Requirements Catalogue at appropriate
points during Project HNG-X, including at the date of signature of CCN1200 and
at the end of the Requirements Stage.
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2.3.3 Fujitsu Services is responsible for producing, within the timescale agreed
between the Parties, evidence to demonstrate that the relevant HNG-X
Acceptance Criterion has been met.
2.3.4 Further details of the presentation and status of HNG-X Acceptance Criteria are
set out in the table below:
HNG-X ACCEPTANCE
CRITERIA FOR:
Functional
Requirements (general)
Development approach
for HNG-X Acceptance
Criteria
Functional Requirements will be specified through Use
Cases.
Use Cases in themselves will not have HNG-X
Acceptance Methods and HNG-X Acceptance Criteria
as they are at a different level of specification and form
the starting point for test scripts. However, Use Cases
will each contain pre-conditions, minimal guarantees
and success guarantees, i.e. what is required to be true
before the Use Case is activated and what is expected
after the Use Case has been activated for both the main
flow and any variant paths.
Acceptance of each Use Case will therefore be fulfilled
when all paths have been exercised, and the pre-
conditions, minimal guarantees and success guarantees
have been met. At the end of the Requirements Stage
these will be described within DOORS, and a version-
controlled extract will be provided by Post Office in the
HNG-X Requirements Catalogue, version 1. Further
version-controlled extracts shall be provided by Post
Office following any amendments to, or re-issuing of,
HNG-X Requirements in accordance with Schedule
B6.1.
Position at the date of
signature of CCN1200
HNG-X Acceptance Criteria not available.
Functional
Requirements (Retained
Functionality)
Development approach
for HNG-X Acceptance
Certain Functional Requirements will be expressed as
Retained Functionality Use Cases which are agreed not
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Criteria
to require main, variant and exception paths. They will
contain, as a minimum, a goal and a description and in
some cases more detail relating to Business Rules and
usage. Acceptance of these Retained Functionality Use
Cases will, as a minimum, be via the HNG-X
Acceptance Methods of HNG-X Solution Test and/or
HNG-X Release Validation and will require traditional
narrative HNG-X Acceptance Criterion statements to be
jointly developed by Post Office and Fujitsu Services
which shall reference existing Horizon test materials
where relevant.
Development of HNG-X Acceptance Methods and HNG-
X Acceptance Criteria will not be complete for Retained
Functionality Use Cases by the end of the
Requirements Stage. These will be agreed by the joint
test teams following the end of the Requirements Stage
and, following such agreement, will be included in any
subsequent versions of the Requirements Baseline
issued by Post Office to Fujitsu Services.
Position at the date of
signature of CCN1200
HNG-X Acceptance Criteria not available.
Functional
Requirements (Postal
Services)
Development approach
for HNG-X Acceptance
Criteria
The approach to acceptance for Postal Services will be
as described for Functional Requirements (general)
except where HNG-X Requirements are provided in
narrative form and have narrative HNG-X Acceptance
Criteria.
Position at the date of
signature of CCN1200
The scope of Postal Services and the materials to be
provided at contract will be described in the CCD
entitled “Postal Services Business and Operational
Context” (REQ/CUS/BRS/0001).
Training Requirements
Development approach
for HNG-X Acceptance
Criteria
High level pre-contract HNG-X Acceptance Methods
and HNG-X Acceptance Criteria (in narrative form) to
support high level training requirements have been
created. These will be further developed after the date
of signature of CCN1200.
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The position at the end of the Requirements Stage will
be that updated HNG-X Acceptance Criteria and HNG-X
Acceptance Methods will be provided by Post Office
within DOORS. A version-controlled extract will be
provided by Post Office in the HNG-X Requirements
Catalogue, version 1. Further version-controlled extracts
shall be provided by Post Office following any
amendments to, or re-issuing of, HNG-X Requirements
in accordance with Schedule B6.1.
Position at the date of HNG-X Acceptance Methods and HNG-X Acceptance
signature of CCN1200 _I Criteria will be provided by Post Office within the HNG-X
Requirements Catalogue Draft at Contract. The HNG-X
Requirements Catalogue Draft at Contract will identify
which of these HNG-X Acceptance Methods and HNG-X
Acceptance Criteria have and have not been agreed
between the Parties at the date of signature of
CCN1200. Any such HNG-X Acceptance Methods and
HNG-X Acceptance Criteria not so agreed will be
documented as areas for agreement and detailed work
after the date of signature of CCN1200.
The User Interface
Development approach I The functionality required to be supported by the HNG-
for HNG-X Acceptance I X User Interface will be derived from the Functional
Criteria Requirements generated through the Requirements
Definition Process. No HNG-X Acceptance Criteria or
HNG-X Acceptance Methods are required to additionally
and specifically accept these HNG-X Requirements in
terms of their presence within the HNG-X User Interface
as this is a fundamental pre-requisite to testing for
acceptance of the Functional Requirement.
Non-functional HNG-X Requirements for the HNG-X
User Interface will be created in the traditional narrative
style and will include HNG-X Acceptance Criteria and
HNG-X Acceptance Methods. A high level view of the
acceptance events which relate to these HNG-X
Requirements are described in the CCD entitled
“Establishing and Assuring the HNG-X User Interface”
(REQ/GEN/PRD/0001).
Position at the date of HNG-X Acceptance Criteria not available and not
signature of CCN1200 I required.
System Capacity and Performance; Migration and Implementation; Operational and
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Support Services; Design and Architecture; Security; Development; and Testing
Requirements
Development approach I HNG-X Acceptance Methods and HNG-X Acceptance
for HNG-X Acceptance Criteria are being created for all HNG-X Requirements.
Criteria The position at the end of the Requirements Stage will
be that updated HNG-X Acceptance Criteria and HNG-X
Acceptance Methods will be provided by Post Office
within DOORS. A version-controlled extract will be
provided by Post Office in the HNG-X Requirements
Catalogue, version 1. Further version-controlled extracts
shall be provided by Post Office following any
amendments to, or re-issuing of, HNG-X Requirements
in accordance with Schedule BE.1.
Position at the date of HNG-X Acceptance Methods and HNG-X Acceptance
signature of CCN1200 _I Criteria will be provided by Post Office within the HNG-X
Requirements Catalogue Draft at Contract. These HNG-
X Acceptance Methods and HNG-X Acceptance Criteria
will not have been agreed between the Patties at the
date of signature of CCN1200 and will be areas for
agreement and detailed work after that date.
2.4 HNG-X Acceptance Methods
2.4.1 HNG-X Acceptance Methods are an agreed set of pre-defined techniques by
which HNG-X Requirements can be objectively measured as fulfilled or not,
each against one or more agreed HNG-X Acceptance Criteria. HNG-X
Acceptance Methods are described in more detail at Annex C to this Schedule.
2.4.2 _ Ingeneral, an HNG-X Requirement will be allocated one or more HNG-
X Acceptance Methods. The objectives in allocating HNG-X Acceptance
Method(s) to HNG-X Requirements are to progress toward overall
HNG-X Final Acceptance as efficiently as possible, but subject to also
being able to identify and resolve defects (non-compliances) as early
as possible in the HNG-X Acceptance Process, to reduce overall
development costs and risks.
2.4.3 In summary, the relationships are:
2.4.3.1 each HNG-X Requirement will have one or more HNG-X Acceptance
Methods; and
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25
2.6
27
2.8
2.9
2.10
2.4.3.2 each HNG-X Acceptance Method for an HNG-X Requirement will have
one HNG-X Acceptance Criterion.
2.4.4 The agreed HNG-X Acceptance Method(s) allocated against each HNG-X
Requirement will be documented by Post Office in DOORS and extracted by
Post Office into the HNG-X Requirements Catalogue.
HNG-X Acceptance Tracking
2.5.1 HNG-X Acceptance Tracking will be achieved through the production of a single
HNG-X Acceptance Tracking Document that will be initially derived from the
HNG-X Requirements Catalogue. During the HNG-X Acceptance Process, the
HNG-X Acceptance Tracking Document will be incrementally updated with the
outcomes of the various activities that form part of the HNG-X Acceptance
Process.
2.5.2 The HNG-X Acceptance Tracking Document will be produced and maintained by
Post Office and a summarised version shared with Fujitsu Services.
HNG-X High Level Test Plans
HNG-X High Level Test Plans (HNG-X HLTPs) identify those functions and conditions
that are mapped against the HNG-X Acceptance Criteria and that are required to
support the HNG-X Acceptance Process. HNG-X HLTPs will be produced by Post Office
or Fujitsu Services in accordance with HNG-X Programme Plan and are subject to joint
review.
HNG-X Acceptance Incident
An HNG-X Acceptance Incident is raised when the HNG-X Acceptance Method fails to
prove that an HNG-X Acceptance Criterion has been met. HNG-X Acceptance Incidents
are classified according to Annex A to this Schedule.
HNG-X Acceptance Incident Collection
An HNG-X Acceptance Incident Collection is a facility in PEAK whereby fault reports
deemed to be HNG-X Acceptance Incidents will be grouped for management and
reporting purposes.
HNG-X Acceptance Dispute
For the purposes of the HNG-X Acceptance Process, an ' HNG-X Acceptance Dispute’
is defined in paragraph 7.1. An HNG-X Acceptance Dispute is not a Dispute in the
broader context of the overall Agreement between Post Office and Fujitsu Services.
HNG-X Acceptance Plan
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The HNG-X Acceptance Plan will define which HNG-X Acceptance Criteria will be
assessed during which HNG-X Acceptance Process Stage. This plan will be produced
by the Post Office HNG-X Acceptance Manager and agreed by the Fujitsu Services’
HNG-X Acceptance Manager, such agreement not to be unreasonably withheld.
3. HNG-X ACCEPTANCE PROCESS.
34 Roles and Responsibilities
3.14
3.1.2
HNG-X Acceptance Manager
The primary responsibility for managing the HNG-X Acceptance Process rests
with the HNG-X Acceptance Managers. This may be a specified individual or,
more likely, a role adopted by the respective HNG-X Programme Managers.
HNG-X Acceptance Board
‘An HNG-X Acceptance Board will be nominated and the primary function of this
board shall be to settle any HNG-X Acceptance Disputes that cannot be
resolved by the HNG-X Acceptance Managers. The HNG-X Acceptance Board
shall be constituted, deal with the matters and meet at the intervals as set out in
Annex B to this Schedule.
3.2 Changes to the Agreement
3.2.1
3.2.2
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After the end of the HNG-X Requirements Baselining Process and prior to HNG-
X Final Acceptance, where either Party requests a change to any provision of
this Agreement relating to HNG-X Requirements or the HNG-X solution, the
Change Control Procedure will be followed and both Fujitsu Services and Post
Office will review the HNG-X Acceptance Criteria to determine whether any
changes are required. Such changes may include:
3.2.1.1 deletion of HNG-X Acceptance Criteria that were derived from deleted
provisions;
3.2.1.2 addition of new HNG-X Acceptance Criteria relating to new or extended
provisions; and/or
3.2.1.3 modification of HNG-X Acceptance Criteria relating to changed
provisions.
If changes are made to tests that are already in progress or have been
completed then, unless both Parties agree otherwise, or the results of those
changed tests can be derived from the results of tests already carried out, those
tests shall be repeated.
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44
4.2
4.3
44
45
PROGRESSING THROUGH THE HNG-X ACCEPTANCE PROCESS
Paragraph 2.2.4 identifies the three key stages during which the HNG-X Acceptance
Process takes place, namely Test and Validation, Live Pilot and Live Monitoring.
Progression from one stage to the next is controlled by an HNG-X Acceptance Gateway
that has to be passed through.
HNG-X Acceptance Gateways have parameters associated with them that are
configured to meet the specific arrangements agreed between Post Office and Fujitsu
Services, The parameters are:
4.2.1 as detailed in paragraph 4.6;
4.2.2 the number and status of HNG-X High Severity Acceptance Incidents;
4.2.3 the number and status of HNG-X Medium Severity Acceptance Incidents; and
4.2.4 the number and status of HNG-X Low Severity Acceptance Incidents.
The three key HNG-X Acceptance Gateways controlling progression through the HNG-X
Acceptance Process Stages are HNG-X Acceptance Gateways 3, 4 and 6 respectively
as described in paragraph 4.5.
[NOT USED]
Achieving HNG-X Stage Progression and Progression through an HNG-X Acceptance
Gateway
4.5.1 From Test and Validation to Live Pilot (HNG-X Acceptance Gateway 3)
4.5.11
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Progression through HNG-X Acceptance Gateway 3 shall occur once
all of the following have been satisfied:
(a)
(b)
subject to paragraph 4.6, all the HNG-X Acceptance Criteria
allocated in the HNG-X Acceptance Plan to Test and Validation
have been achieved;
activities leading to HNG-X Acceptance Gateway 1 (named
“Readiness for Router Roll-Out (Z1)" and HNG-X Acceptance
Gateway 2 (named “Readiness for Data Centre Migration") must
be completed and these two HNG-X Acceptance Gateways
passed through in accordance with paragraph 4.5.4.2 as pre-
requisites to achieve HNG-X Acceptance Gateway 3. Failure to
progress through HNG-X Acceptance Gateway 1 and HNG-X
Acceptance Gateway 2 will not prohibit any other programme
activities from continuing prior to HNG-X Acceptance Gateway
3;
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4.5.2
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4.5.1.2
(c) there are no outstanding HNG-X High Severity Acceptance
Incidents;
(4) the number of outstanding HNG-X Medium Severity Acceptance
Incidents is five or fewer and an agreed workaround exists for
each of them; and
(e) there is an agreed workaround for all outstanding HNG-X Low
Severity Acceptance Incidents except for those which the
Parties agree do not require a workaround,
Notwithstanding progression through HNG-X Acceptance Gateway 3 in
accordance with paragraph 4.5.1.1, Live Pilot shall not commence until
confirmation that it may do so is given in writing to Fujitsu Services by
the Post Office Release Authorisation Board.
Achieving HNG-X Initial Acceptance - From Live Pilot to Live Monitoring (HNG-X
Acceptance Gateway 4)
45.21
4.5.2.2
Achievement of HNG-X Initial Acceptance shall occur on progression
from Live Pilot to Live Monitoring once all of the following have been
satisfied:
(a) subject to paragraph 4.6, all HNG-X Acceptance Criteria
allocated in the HNG-X Acceptance Plan to Live Pilot have been
achieved;
(b) there are no outstanding HNG-X High Severity Acceptance
Incidents;
(c) the number of outstanding HNG-X Medium Severity Acceptance
Incidents is five or fewer;
(4) each HNG-X Medium Severity Acceptance Incident has an
agreed workaround and, subject to paragraph 6.4.2, an agreed
HNG-X Rectification Plan; and
(e) each HNG-X Low Severity Acceptance Incident has, subject to
paragraph 6.4.4, a target timescale for rectification and has an
agreed workaround except those for which the Parties agree
that such a workaround is not required.
Notwithstanding achievement of HNG-X Initial Acceptance in
accordance with paragraph 4.5.2.1, Live Monitoring shall not
commence until confirmation that it may do so is given in writing to
Fujitsu Services by the Post Office Release Authorisation Board.
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4.5.3 Achieving HNG-X Final Acceptance (HNG-X Acceptance Gateway 6)
4.5.3.1 HNG-X Final Acceptance shall occur once all of the following have
been satisfied:
(a)
0)
the earliest planned date as specified in the HNG-X Programme
Plan for completion of Live Monitoring has occurred;
subject to paragraph 4.6, all HNG-X Acceptance Criteria
allocated to Live Monitoring as set out in the HNG-X Acceptance
Plan have been achieved;
there are no outstanding HNG-X High Severity Acceptance
Incidents;
the number of outstanding HNG-X Medium Severity Acceptance
Incidents arising from HNG-X Acceptance Criteria scheduled to
be achieved during Live Monitoring is two or fewer. For the
avoidance of doubt, this means that the total number of HNG-X
Medium Severity Acceptance Incidents at this HNG-X
Acceptance Gateway (including those outstanding from previous
HNG-X Acceptance Gateways) could be seven. However, this
total of seven would be reduced if any of the original HNG-X
Medium Severity Acceptance Incidents have been closed in
accordance with their agreed HNG-X Rectification Plans;
each HNG-X Medium Severity Acceptance Incident has an
agreed workaround and, subject to paragraph 6.4.2, an agreed
HNG-X Rectification Plan; and
each HNG-X Low Severity Acceptance Incident has, subject to
paragraph 6.4.4, a target timescale for rectification and has an
agreed workaround except those for which the Parties agree
such a workaround is not required.
4.5.4 Progressing through HNG-X Acceptance Gateways 1, 2 and 5
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4.5.4.1 Activities leading to HNG-X Acceptance Gateway 5 (named “Readiness
for XP Roll-Out (24)") shalll be started at a time to be agreed after HNG-
X Acceptance Gateway 3 and before HNG-X Acceptance Gateway 6.
Iivespective of the status of achievement of HNG-X Acceptance
Gateway 5, the main HNG-X solution progression may continue.
45.4.2
Progression through HNG-X Acceptance Gateways 1, 2 and 5 shall
occur once all of the following have been satisfied for the HNG-X
Acceptance Criteria allocated to achieving progression through the
respective HNG-X Acceptance Gateway:
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(a) subject to paragraph 4.6, all such HNG-X Acceptance Criteria
have been achieved;
(b) there are no outstanding HNG-X High Severity Acceptance
Incidents;
(©) the number of outstanding HNG-X Medium Severity
Acceptance Incidents, together with any related HNG-X
Rectification Plans or agreed workarounds, are agreed
between the Parties as being acceptable to progress through
the HNG-X Acceptance Gateway; and
(d) the number of outstanding HNG-X Low Severity Acceptance
Incidents, together with any related HNG-X Rectification Plans
or agreed workarounds, are agreed between the Parties as
being acceptable to progress through the HNG-X Acceptance
Gateway.
46 Progressing to the Next Stage or through HNG-X Acceptance Gateways 1, 2 and 5
4.6.1
4.6.2
4.6.3
4.6.4
4.6.5
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If the Parties do not agree whether HNG-X Final Acceptance, HNG-X Stage
Progression or progression through HNG-X Acceptance Gateways 1, 2 or 5 has
occurred, the matter will be resolved through the procedure described in
paragraph 7 for resolving HNG-X Acceptance Disputes.
If, following investigation by Fujitsu Services, an HNG-X Acceptance Incident is
found to have been caused solely by a fault or deficiency in anything other than
those elements of HNG-X provided by Fujitsu Services, it shall not count
towards the thresholds identified in paragraph 4.5.
HNG-X Acceptance Incidents that result from the same failure or deficiency will
be counted as a single HNG-X Acceptance Incident for the purposes of the
thresholds identified in paragraph 4.5.
If, other than as a result of a Default of Fujitsu Services, it is impossible for a
test to be carried out when scheduled in the HNG-X Acceptance Plan then that
test becomes known as a "Deferred Test”. Deferred Tests will be carried out as
soon as reasonably practicable or at such later time as the Parties may agree
(which shall be no later than six months after HNG-X Final Acceptance)
provided that performance on that agreed date does not, other than as a result
of a Default of Fujitsu Services, become impossible (in which event the Deferred
Test shall be carried out as soon as reasonably practicable).
The non-occurrence of a Deferred Test at the time originally scheduled in the
HNG-X Acceptance Plan will not prevent HNG-X Stage Progression, HNG-X
Final Acceptance or progression through HNG-X Acceptance Gateways 1, 2 or
5 each of which will be assessed on the basis of:
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4.6.6
4.6.7
4.6.8
4.6.5.1 those tests scheduled to take place for that HNG-X Stage Progression,
HNG-X Final Acceptance or progression through HNG-X Acceptance
Gateways 1, 2 or 5, as the case may be, which are not Deferred Tests;
and
4.6.5.2 those Deferred Tests which were originally scheduled to take place as
part of a previous HNG-X Stage Progression, HNG-X Final Acceptance
or progression through HNG-X Acceptance Gateways 1, 2 or 5 and
which have been rescheduled in accordance with paragraph 4.6.4 to
take place for that HNG-X Stage Progression, HNG-X Final Acceptance
or progression through HNG-X Acceptance Gateways 1, 2 or 5.
If, when a Deferred Test is carried out after HNG-X Final Acceptance, it is not
successfully completed, that failure shall not of itself constitute a Default under
the Agreement or entitle Post Office to raise an HNG-X Acceptance Incident.
Where a test that was originally scheduled to be cartied out by Fujitsu Services
in the Solution Test Stage becomes a Deferred Test in accordance with
paragraph 4.6.4, the failure of Fujitsu Services to carry out that Deferred Test in
accordance with paragraph 4.6.4 shall constitute a Default under the
Agreement.
Other than as set out in paragraph 4.6.6, nothing in paragraph 4.6 shall reduce
or alter any obligations of Fujitsu Services under this Agreement.
5. HANDLING HNG-X ACCEPTANCE TESTING EVIDENCE
5.1 Evidence (including, without limitation, test results, test observations, data or other
information) provided by Fujitsu Services for review in relation to fulfilment of HNG-X
Acceptance Criteria ("HNG-X Acceptance Testing Evidence") shall by default be
available to all Post Office employees and contractors unless such evidence is:
5.44
5.1.2
Confidential Information, in which case disclosure shall be governed by the
provisions of Clause 61 of the Agreement; or
considered to be or categorised as sensitive in accordance with paragraphs 5.2
or 5.3 of this Schedule, in which case disclosure will be governed by those
provisions (as applicable).
5.2 HNG-X Acceptance Testing Evidence that can reasonably be considered to be
particularly sensitive because access to such information could compromise the security
of the HNG-X or other Post Office Services will be restricted to named employees or
contractors of Post Office who will be nominated by Post Office to review it on Post
Office's behalf. Access to the information will be in accordance with such reasonable
conditions as may be imposed by Fujitsu Services.
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5.3
5.4
5.5
5.6
61
Subject to paragraph 5.4, HNG-X Acceptance Testing Evidence categorised by Fujitsu
Services (acting reasonably) as particularly commercially sensitive to Fujitsu Services
will only be disclosed to named employees or contractors of Post Office (such named
individuals to be approved by Fujitsu Services). Post Office will place such named
employees and contractors under a duty to keep confidential and not disclose Fujitsu
Services’ commercially sensitive information to any other person or Party without Fujitsu
Services’ prior written consent (which consent shall not be unreasonably withheld or
delayed).
Fujitsu Services will not be entitled to categorise any HNG-X Acceptance Testing
Evidence as commercially sensitive where that evidence solely reflects a visible
manifestation or result of the operation of the HNG-X System, as opposed to how the
HNG-X System achieves that manifestation or result.
Sensitive information disclosed as HNG-X Acceptance Testing Evidence pursuant to
paragraphs 5.3 or 5.4 may also be disclosed by Post Office or Fujitsu Services to the
HNG-X Acceptance Board if such disclosure is necessary for the resolution of an HNG-
X Acceptance Dispute.
At Post Office's request Fujitsu Services will supply supporting evidence for the
completion of a test that can reasonably be regarded as necessary for Post Office to
validate whether the HNG-X Acceptance Criteria for that test have been met.
MANAGING HNG-X ACCEPTANCE INCIDENTS
Raising HNG-X Acceptance Incidents
6.1.1 An HNG-X Acceptance Incident will be raised by Fujitsu Services when the
HNG-X Acceptance Method used fails to prove that the HNG-X Acceptance
Criterion has been met. In addition, Fujitsu Services will report to Post Office
any material undesirable occurrences, which are not HNG-X Acceptance
Incidents, observed by it whilst conducting tests.
6.1.2 Post Office may raise an HNG-X Acceptance Incident whenever Post Office
becomes aware of evidence that (a) any of the occurrences referred to in
paragraph 6.1.1 have arisen (b) the HNG-X Acceptance Criteria are not being
met or (c) the introduction of changes arising from Project HNG-X and/or the
Associated Change Activities that are subject to the HNG-X Acceptance
Process has resulted or might reasonably be expected to result in the existing
Horizon Applications or the Horizon Service Infrastructure no longer functioning
or being performed (as the case may be) in accordance with the provisions of
the Agreement.
6.1.3. Where the HNG-X Requirements Catalogue or Annex 2 of Schedule B6.1
expressly states that the application will not permit specified functions or
activities or cause certain specified behaviour, and those functions, activities or
behaviour are observed to occur during testing of the application, then the
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6.1.4
6.1.5
6.1.6
6.1.7
6.1.8
observing Party will (in the case of Fujitsu Services) or may (in the case of Post
Office) raise an HNG-X Acceptance Incident.
Following resolution of an HNG-X Acceptance Incident raised in accordance
with paragraph 6.1.1, 6.1.2 or 6.1.3, a further HNG-X Acceptance Incident can
be raised in accordance with paragraph 6.1.1 if the applicable functions,
activities or behaviour are observed to occur again.
Each Party will raise an HNG-X Acceptance Incident as soon as reasonably
practicable after becoming aware of such incident. However, HNG-X
Acceptance Incidents may not be raised in respect of any HNG-X Acceptance
Criteria before commencement of the testing or assessment of those HNG-X
Acceptance Criteria in accordance with the HNG-X Acceptance Plan. Once
HNG-X Final Acceptance has occurred no new HNG-X Acceptance Incidents
may be raised. For the purposes of this paragraph a "new HNG-X Acceptance
Incident” means an HNG-X Acceptance Incident that occurs after the HNG-X
Final Acceptance Date or which occurs on or before that date, but is not
reported to Fujitsu Services before the HNG-X Final Acceptance Date. Once
HNG-X Initial Acceptance has occurred no additional HNG-X Acceptance
Incidents will be classified as HNG-X Acceptance Incidents in respect of HNG-X
Initial Acceptance.
An HNG-X Acceptance Incident manifests itself as a PEAK fault report that has
been allocated to the HNG-X Acceptance Incident Collection. PEAK fault reports
will be allocated to the HNG-X Acceptance Incident Collection following review
and agreement by the test team managers from both Parties.
A PEAK fault report that is allocated to the HNG-X Acceptance Incident
Collection can only be closed with the agreement of both test team managers.
If a dispute arises whereby agreement cannot be reached between the test
team managers as to the status of a PEAK fault report in the HNG-X
Acceptance Incident Collection the matter will be escalated to the HNG-X
Acceptance Managers for resolution. If the HNG-X Acceptance Managers
cannot agree as to such status, the matter will be escalated according to the
procedure described in paragraph 7 for resolving HNG-X Acceptance Disputes.
6.2 Analysing and Classifying HNG-X Acceptance Incidents
6.2.1
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HNG-X Acceptance Incidents will be jointly analysed by Fujitsu Services and
Post Office and a written report produced which will record:
6.2.1.1 initially, the agreed (such agreement not to be unreasonably withheld
by either Party) severity classification of the HNG-X Acceptance
Incident as identified in Annex A to this Schedule; and subsequently
6.2.1.2 related rectification activities (if applicable); and
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6.2.2
6.2.3
6.2.4
6.2.1.3. re-testing dates/periods (if applicable).
This information will be included in the test report issued at the time of
completing the HNG-X Acceptance Process Stage during which the HNG-X
Acceptance Incident was raised.
For the purpose of paragraph 6.2.1, an HNG-X Acceptance Incident will be
regarded as having been caused by the introduction of changes arising from
Project HNG-X and/or the Associated Change Activities that are subject to the
HNG-X Acceptance Process:
6.2.2.1 if that incident is identified during any of the HNG-X Acceptance
Process Stages; and
6.2.2.2 where the behaviour of Horizon giving rise to that incident (i) has not
been previously observed, or (ii) had been previously observed in
relation to the Horizon Service Infrastructure or the Horizon Application
but such behaviour had been resolved prior to commencement of
testing of HNG-X,
unless following investigation by Fujitsu Services, that incident is found to be
unrelated to the introduction of changes arising from Project HNG-X and/or the
Associated Change Activities that are subject to the HNG-X Acceptance
Process and Fujitsu Services has provided Post Office with reasonable
evidence to demonstrate this.
Where an HNG-X Acceptance Incident can be attributed to faults in HNG-X, the
severity of that incident (for the purposes of HNG-X Final Acceptance and HNG-
X Initial Acceptance) shall be classified with reference to the fault in HNG-X
alone.
Either Party may request that the severity of an HNG-X Acceptance Incident be
re-classified in recognition of new evidence or if it is reasonably believed that
the impact of the HNG-X Acceptance Incident should be re-assessed.
Agreement to such requested re-classification shall not be unreasonably
withheld by either Party.
6.3 Repeat Acceptance Activities
6.3.1
Page 18 of 25
Any failed test may, prior to the end of the agreed Live Monitoring be repeated
as many times as necessary in order for HNG-X Final Acceptance to be
achieved. Dates for such repeat tests will be agreed by the joint test teams
having regard to the overall HNG-X Programme Plan. Post Office will be
responsible for making personnel available to observe repeat testing if required.
Repeat tests will be proposed only when it is reasonably believed a different (i.e.
improved) outcome would result.
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6.3.2
In the case of repeated HNG-X Document Reviews, HNG-X Design
Walkthroughs or HNG-X Monitoring, Post Office will be entitled to the same
elapsed time for the repeated activity as was scheduled for the original failed
activity. Repeat HNG-X Document Reviews or HNG-X Design Walkthroughs will
be proposed only when it is reasonably believed a different (i.e. improved)
outcome would result.
6.4 HNG-X Rectification Plan
6.4.1
6.4.2
6.4.3
6.4.4
For each HNG-X Medium Severity Acceptance Incident outstanding on the
HNG-X Initial Acceptance Date or on the HNG-X Final Acceptance Date, Fujitsu
Services will have prepared a written HNG-X Rectification Plan that includes:
6.4.1.1 a statement of the operational impact and any necessary temporary
procedures to be adopted by Users;
6.4.1.2 a description of how rectification is to be achieved; and
6.4.1.3 a timetable for rectification.
Post Office shall not unreasonably withhold its agreement to any such HNG-X
Rectification Plan and neither Party shall unreasonably withhold its agreement
to any workaround referred to in this Schedule.
It is acknowledged by the Parties that exceptionally they may agree that such a
HNG-X Rectification Plan is not required for each outstanding HNG-X Medium
Severity Acceptance Incident.
For each HNG-X Low Severity Acceptance Incident outstanding on the HNG-X
Initial Acceptance Date or on the HNG-X Final Acceptance Date, Fujitsu
Services will identify a target timescale for rectification.
It is acknowledged by the Patties that they may agree that such a target
timescale for rectification is not required for each outstanding HNG-X Low
Severity Acceptance Incident.
ca HNG-X ACCEPTANCE DISPUTE PROCESS
7A General
If Post Office and Fujitsu Services do not agree on any matters relating to this Schedule
including:
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7.1.1 the form or content of the HNG-X tests as defined in the HNG-X HLTPs;
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7A2
TAB
TAA
7AS
716
TAT
TAB
719
changes to HNG-X Acceptance Criteria, HNG-X tests, or the HNG-X
Acceptance Plan arising from changes to the provisions of the HNG-X
Requirements Catalogue;
whether any tests, HNG-X Document Reviews, HNG-X Design
Walkthroughs or HNG-X Monitoring should be repeated pursuant to
paragraph 6.3 as a consequence of changes to the HNG-X tests;
results of HNG-X tests;
whether an event or occurrence is an HNG-X Acceptance Incident;
classification of severity of HNG-X Acceptance Incidents;
whether progression through an HNG-X Acceptance Gateway or from
one HNG-X Acceptance Process Stage to another has occurred or
should proceed;
whether an HNG-X Acceptance Incident has been caused by a
deficiency or fault in a component of the HNG-X System (for which
Fujitsu Services is responsible) or a deficiency or fault in other services,
systems or data (including, without limitation, Reference Data) of Post
Office or a third party (for which Post Office is responsible); or
adequacy of HNG-X Rectification Plans,
the Parties will refer such dispute (an "HNG-X Acceptance Dispute") to the
HNG-X Acceptance Board for resolution.
7.2 HNG-X Acceptance Dispute Resolution
7.2.1 The HNG-X Acceptance Board is required to use all reasonable endeavours to
reach an agreed resolution on any HNG-X Acceptance Dispute that is referred
to it.
7.2.2. If the HNG-X Acceptance Dispute is resolved by the HNG-X Acceptance Board,
the decision of the HNG-X Acceptance Board will be final and binding on the
Parties.
7.2.3. In the event that an HNG-X Acceptance Dispute cannot be resolved by the
HNG-X Acceptance Board it will be escalated for Executive Review and dealt
with in accordance with the Dispute Resolution Procedure.
8. ASSOCIATED DOCUMENTS
8.1 The following CCDs are associated with this Schedule B6.3:
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[Document Reference
Document Title
1 REQ/CUS/BRS/0001
Postal Services Business
and Operational Context
2 REQ/GEN/PRD/0001
Establishing and Assuring
the HNG-X User Interface
8.2 There are no CRDs associated with this Schedule B6.3.
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Severity Des n
High
ANNEX A: HNG-X ACCEPTANCE INCIDENT SEVERITY MATRIX
The HNG-X Acceptance Incident was caused by the introduction of
changes arising from Project HNG-X and/or the Associated Change
Activities that are subject to the HNG-X Acceptance Process and results
in a defect that would render a key element of one or more of the
Business Capabilities and Support Facilities or a key element of the
Infrastructure unfit for operational use, which could include:
a) not allowing Post Office to undertake one or more Transaction
types;
b) not allowing Post Office to undertake one or more Transaction types
using the required business inputs or generating the required
business outcome;
c) creating system performance issues which are in, or are likely to
cause a, breach of Service Level Targets.
Medium
The HNG-X Acceptance Incident was caused by the introduction of
changes arising from Project HNG-X and/or the Associated Change
Activities that are subject to the HNG-X Acceptance Process and results
in a defect that would not prevent operation of one or more of the
Business Capabilities and Support Facilities or elements of the
Infrastructure, but would cause problems in the operational use of one or
more Transaction types.
Low
The HNG-X Acceptance Incident was caused by the introduction of
changes arising from Project HNG-X and/or the Associated Change
Activities that are subject to the HNG-X Acceptance Process and results
in a defect that does not cause any adverse operational impact in the
use of the Business Capabilities and Support Facilities or an element of
the Infrastructure, or the HNG-X Acceptance Incident can be addressed
by a Fujitsu Services workaround without any adverse operational
impact for Post Office.
Non
Incident
An incident raised by either Party which, following investigation is found:
> notto be a defect;
> not to have resulted from the introduction of changes arising from
Project HNG-X and/or the Associated Change Activities that are
subject to the HNG-X Acceptance Process; or
» not to fall within the high, medium or low categories set out in this
column.
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ANNEX B : HNG-X ACCEPTANCE BOARD
Board HNG-X Acceptance Board
Purpose To consider and resolve HNG-X Acceptance Disputes.
Starting Date I After the date of signature of CCN1200, in accordance with HNG-X
Acceptance Plan.
Frequency _I As required to resolve HNG-X Acceptance Disputes.
Post Office Mandatory attendees :
Attendees I stead of Change and IS (Chait)
HNG-X Programme Manager
Senior Contracts and Service Manager
Optional attendees :HNG-X Acceptance Manager
HNG-X Design Authority
Testing Manager
Fujitsu Mandatory attendees :
ceces SI Director
Commercial Director
HNG-X Programme Manager
Optional attendees :
HNG-X Acceptance Manager
HNG-X Solution Architect
Testing Manager
Schedule B6.3 Annex B Version §.0
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CONFIDENTIAL
Type
HNG-X
Document
Review
ANNEX C : HNG-X ACCEPTANCE METHODS
Deset
HNG-X Acceptance Criteria that cannot be objectively verified by a test of
HNG-X may be satisfied by Post Office undertaking a HNG-X Document
Review. The outcome of any such review will be documented by Post Office
in the HNG-X Acceptance Tracking Document. Fujitsu Services will supply a
list of documents (and any specific references within such documents) for
Post Office review, which may satisfy the agreed HNG-X Acceptance
Criteria.
HNG-X
Design
Walkthrough
HNG-X Acceptance Criteria may be satisfied by Post Office participating in
an HNG-X Design Walkthrough led by Fujitsu Services of the Fujitsu
Services’ design. The outcome of any such HNG-X Design Walkthrough will
be documented by Post Office in the HNG-X Acceptance Tracking
Document.
HNG-X
Solution Test
Tests that are owned and managed by Fujitsu Services with significant
collaborative support from Post Office, for the purpose of verifying that the
Fujitsu Services’ solution for the HNG-X System satisfies the relevant HNG-X
Acceptance Criteria. The collaborative team will produce a joint test report
presenting the results of the tests.
HNG-X
Release
Validation
Tests that are run and managed by Post Office with significant collaborative
support from Fujitsu Services, for the purpose of verifying that the HNG-X
Release satisfies the relevant HNG-X Acceptance Criteria, The combined
team will produce a joint test report presenting the results of the tests and
provide evidence on any areas of non conformance.
HNG-X
Monitoring
Post Office shall specify any need beyond the level of support that Fujitsu
Services are required to provide under normal operational practice (such as
a report etc). Duration, nature and characteristics to be agreed in advance
between Post Office and Fujitsu Services and will take place during Live Pilot
‘or exceptionally during Live Monitoring. The total duration of HNG-X
Monitoring and the obligations on Fujitsu Services to produce data/reports to
support Post Office monitoring to be agreed between Post Office and Fujitsu
Services (each acting reasonably and in good faith) for a particular HNG-X
Requirement.
HNG-X
Statement of
Fact
Where the solution to an HNG-X Acceptance Criterion is self-evident and
does not lend itself to formal proving.
HNG-X Relates to HNG-X Acceptance Criterion that represents an ongoing
Statement of I contractual obligation for HNG-X.
Obligation
Other Used by exception, to be agreed between the Parties.
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SCHEDULE C1
SERVICE LEVEL PRINCIPLES AND REMEDIES
Version History
1.0 31/08/06 Agreed version as at date of signature of CCN
1200
1 26/09/06 Minor corrections
2.0 25/01/07 Baseline copy of 1.1
6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu
Deleted: 2
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CONFIDENTIAL
SCHEDULE C1
SERVICE LEVEL PRINCIPLES AND REMEDIES
14. INTRODUCTION
1.1. This Schedule sets out the Service Level principles and remedies that apply from the
24
2.2
2.3
commencement of the relevant Trigger Event as set out within the tables in Schedule
B3.1. Prior to the commencement of the relevant Trigger Event as set out within the
tables in Schedule 83.1, the provisions of Schedule B4.4 shall apply.
This Schedule defines up to three thresholds in respect of each Service Level as
follows:
1.2.1 the level of Service (“Service Level Target” or “SLT’) required from Fujitsu
Services by Post Office;
1.2.2 _ the level of Service which, if not achieved by Fujitsu Services, shall give rise to
payment of liquidated damages by Fujitsu Services (the “Liquidated Damage
Threshold” or “LDT’). Payment of liquidated damages notwithstanding, a
failure of any LDT shall not (on its own) constitute a Default; and
1.2.3 the level of Service below the SLT and (if applicable) the LDT which if not
achieved by Fujitsu Services shall give tise to payment by Fujitsu Services of
Post Office’s Additional Costs or liquidated damages as described (where
relevant) in this Schedule and each relevant Service Description (the
“Additional Remedy Level” or “ARL”).
For the avoidance of doubt, the Parties agree that not all SLT failures shall give rise to
payment of liquidated damages. The SLT failures that do not give rise to payment of
liquidated damages are set out in each relevant Service Description.
GENERAL PRINCIPLES
The purpose of remedies (liquidated damages or any other additional remedy specified
in a Service Description) is that Post Office shall not be disadvantaged by failures of
Fujitsu Services to provide the HNG-X Services to the agreed specification and
reliability.
For the avoidance of doubt, liquidated damages shall be based upon the applicable
fixed amounts or rates stated in the relevant Service Descriptions.
The performance of the HNG-X Services (other than the BCSF Service) against the
SLT, LDT and ARL applicable in respect of each Service Level shall be measured and
reported and success or failure against each shall be judged over Service Level
Measurement Periods defined for each HNG-X Service (other than the BCSF Service).
Additionally, all levels of service shall be monitored on a weekly and monthly basis and
any failure to meet a Service Level assessed over that month shall be reported to Post
Schedule C1 Version 8.0
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24
25
2.6
2.7
28
Office by means of the Service Review Book produced on a monthly basis detailing all
Service Levels and the actual levels of service achieved during that month.
In respect of any SLT that has a Service Level Measurement Period equivalent to a SLT
Calendar Year or a Service Level Measurement Period that is otherwise defined with
reference to a SLT Calendar Year, in the event that the remainder of the term of the
Agreement after the last SLT Calendar Year of the term of the Agreement in relation to
that SLT (Final Period’) is less than six (6) months then Fujitsu Services shall:
2.4.1 continue to measure and report performance against that SLT during the Final
Period; and
2.5.2 not be obliged to take any remedial action should that SLT fail to be achieved at
any time during the Final Period.
The values applicable to each SLT are set out in the relevant Service Description.
Subject to any provisions to the contrary in a Service Description in respect of a particular
Service Level, where Service Levels are expressed in terms of performance required by a
particular “Day”:
2.6.1 “Day A” means the day of the specified triggering event (such as the date of a
Transaction);
2.6.2 “Day B” means the day following Day A; and
2.6.3 “Day C” means the day following Day B and so on.
Liquidated Damages
2.7.1 The total cumulative sums payable by Fujitsu Services for liquidated damages
in respect of the Counter Availability SLT shall not exceed £2,000,000 (two
million pounds) in any Financial Year.
2.7.2. The liquidated damages payable by Fujitsu Services in respect of any Failure
Event in respect of the Counter Availability SLT shall not exceed £400,000 (four
hundred thousand pounds).
2.7.3 The aggregate limit on Fujitsu Services’ liability referred to in Clause 44.4 shall
apply.
If the Parties agree to suspend any of the Services in accordance with the CCD
entitled "Service Level Target & Liquidated Damages Exclusions"
(SVM/SDM/PRO/0006), Fujitsu Services shall, for the period of such suspension, be
released from its obligation to comply with any Service Levels and/or LDTs to the
extent they relate to the suspended Service(s), save where the suspension is due to
Fujitsu Services Default.
Schedule C1 Version 8.0
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34
3.2
44
5.1
5.2
5.3
5.4
SERVICE LEVELS
Subject to paragraph 3.2, the relevant Service Description for the HNG-X Service will
define the SLTs, LDTs and ARLs.
Save as provided in paragraph 6.1 of Schedule C1 and section 3.6.1 of the CCD
entitled "Service Integration Service, Service Description" (SVM/SDM/SD/0010), the
provisions of this Schedule C1 shall otherwise not apply to the PostShop Solution.
SERVICE LEVEL RELIEF - VOLUMETRIC LIMITS
Where appropriate each Service Description sets out the limits for an HNG-X Service
(the “Volumetric Limits") which if exceeded over a specified period (the “Relevant
Period’) will entitle Fujitsu Services to adjust the measurements of performance in
respect of the Service Levels (SLTs and (if applicable) the LDTs and ARLs) affected by
that excess (the “Affected Service Levels’). Such adjustment, where applicable, shall
be made on the basis set out in the relevant Service Description.
SERVICE LEVEL/OBLIGATION RELIEF —- BUSINESS VOLUMES CCD
The CCD entitled ‘Horizon Capacity Management and Business Volumes”
(PA/PER(/033) (the “Business Volumes CCD") defines various limits on numbers of
Transactions or instances of Service as “Contracted Volumes” or ‘Design Limits” for
Point of Sale Business Capability, In/Out Payment Business Capability, Cash and Stock
Management Business Capability, Message Broadcast Service, Reference Data
Management Service, Banking Business Capability, Payment Management Business
Capability and on-line Transactions.
On each day that any of the Contracted Volumes referred to in the Business Volumes
CCD is exceeded, the measures of Fujitsu Services’ performance for the Service Levels
(SLTs and (if applicable) the LDTs and ARLs) listed in the Business Volumes CCD shall
be disregarded and replaced with an average measurement for that day (based upon
actual performance measurements over the previous three calendar months, or
otherwise as agreed by the Parties (acting reasonably).
If the Contracted Volumes referred to in the Business Volumes CCD are exceeded, Post
Office and Fujitsu Services shall jointly consider the reasons for such excess and
whether it is temporary or is or is likely to be continuing. If such excess is or is likely to
be continuing Fujitsu Services shall be entitled to make a reasonable and proportionate
adjustment to the relevant Contracted Volume and/or the affected Service Levels or
obligations specified in the Business Volumes CCD, such adjustment to be agreed with
Post Office under the Change Control Procedure.
If any of the Design Limits specified in the Business Volumes CCD are exceeded then
the measures of Fujitsu Services’ performance for any Service Level or other service
target involving data processing (requiring either automated or manual processing or
both) shall be disregarded to the extent that Fujitsu Services can demonstrate to Post
Office's satisfaction (Post Office acting reasonably) that failure to meet the Service
Level and/or service target, as the case may be, occurred as a result of a Design Limit
Schedule C1 Version 8.0
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6.1
6.2
6.3
7A
7.2
7.3
7.4
being exceeded. Fujitsu Services shall use reasonable endeavours to meet those
Service Levels and/or service targets during the period when the measures of Fujitsu
Services’ performance are disregarded.
OTHER SERVICE LEVEL/OBLIGATION RELIEF
The Parties shall agree (such agreement not to be unreasonably withheld) appropriate
relief from Service Levels if any new facilities or products introduced, by agreement,
with less testing than would otherwise be required to safeguard Fujitsu Services’
position,
For the periods in which any of the Business Capabilities and/or Support Facilities are
suspended in accordance with paragraph 2.8 of the CCD entitled “Service Management
Service: Service Description’ (SVM/SDM/SD/0007), measurements of Fujitsu Services’
performance in respect of all Service Levels detrimentally affected by such suspension
(in respect of those Business Capabilities and/or Support Facilities) shall be disregarded
and Fujitsu Services shall be released from those of its obligations in respect of those
Business Capabilities and/or Support Facilities which it is unable to perform as a result
of such suspension.
If Fujitsu Services fails to achieve any Service Level or service target (as the case may
be) and can demonstrate to Post Office's reasonable satisfaction that such failure
occurred as a result of a fault or problem within the QAS Software, such fault or problem
requiring the Third Line Software Support Service or Application Support Service
(Fourth Line) in order to be resolved, then the measures of Fujitsu Services’
performance in respect of such Service Level and other service target shall be
disregarded for the period affected by the QAS Software fault or problem.
RECTIFICATION PLAN
In the event that an ARL specified in the relevant Service Description is failed, Fujitsu
Services and Post Office shall agree a method of rectification and timetable for the
resolution of the cause of that failure (a “Rectification Plan”). For the avoidance of
doubt, Fujitsu Services shall remain liable for financial remedies payable in accordance
with the Service Description in respect of that failure.
In the event that the Rectification Plan involves a change to the provision of the
Services, such change shall be agreed under the Change Control Procedure and shall
be made at no charge to Post Office.
Without prejudice to Post Office's rights to remedies provided in this Agreement, during
the period the Rectification Plan is being implemented Fujitsu Services shall maintain
performance of all other Services in accordance with the Service Levels specified in
each relevant Service Description unless otherwise agreed with Post Office as part of
the Rectification Plan.
In the event that the Rectification Plan is not agreed by the Parties (acting reasonably)
within three (3) calendar months of the occurrence of an ARL failure or the Rectification
Schedule C1 Version §.0
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Plan fails to resolve the cause of the ARL failure to which it relates, such that the ARL
failure occurs again and is persistent, the following provisions shall apply:
741
74.2
7.4.3
Post Office shall have the right to conduct, and require Fujitsu Services to co-
operate and assist with (including by Fujitsu Services providing such information
as it would have been required to under paragraph 6.6 of Schedule D6), a
tender process for sub-contracting by Fujitsu Services of the Operational
Services in relation to which the ARL failure has occurred (and where the ARL
failure has occurred in relation to an Operational Service which, together with
one or more other Operational Services, constitutes a Testable Service, such
Operational Services will be tendered together) to an alternative service
provider at Fujitsu Services’ cost (the “Service Provider’), If the Parties agree
that it would be more appropriate for Fujitsu Services to conduct, and Post
Office to co-operate with, the tender process, then the Parties shall procure the
same.
Without prejudice to the generality of the foregoing, Fujitsu Services shall
disclose to any bona fide potential Service Provider (subject to the same
executing an Agreed Form NDA or any other form of non-disclosure agreement
mutually agreed by Post Office, Fujitsu Services and such bona fide potential
Service Provider) Confidential Information to the extent that such disclosure is
reasonably required to enable any potential Service Provider to prepare a
reasonably detailed tender proposal.
If the outcome of any tender process is that Fujitsu Services were to sub-
contract the Operational Services in question (and where the ARL failure has
occurred in relation to an Operational Service which, together with one or more
other Operational Services, constitutes a Testable Service, such Operational
Services will be tendered together) to a Service Provider identified in the tender
process, the performance in respect of the failed ARL for that Operational
Service (and where the ARL failure has occurred in relation to an Operational
Service which, together with one or more other Operational Services,
constitutes a Testable Service, such Operational Services will be tendered
together) would be improved then Post Office shall have the right to require
Fujitsu Services to sub-contract such Operational Service (and where the ARL
failure has occurred in relation to an Operational Service which, together with
one or more other Operational Services, constitutes a Testable Service, such
Operational Services will be tendered together) to such Service Provider at no
higher cost to Post Office than was previously the case.
8. DISPUTE RESOLUTION
Any dispute arising in connection with the application of this Schedule shall be resolved
in accordance with the Dispute Resolution Procedure.
9. ASSOCIATED DOCUMENTS
O41 The following CCDs are associated with this Schedule C1:
Schedule C1 Version §.0
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Document Reference
Document Title
1 SVM/SDM/SD/0010.
Service Integration Service, Service
Description
2 PA/PER/033
Horizon Capacity Management and Business
Volumes
3 SVM/SDM/SD/0007
Service Management Service: Service
Description
4 SVM/SDM/PRO/0006
Service Level Target & Liquidated Damages
Exclusions
5 CS/PER/041
Definition of Remote and Intermediate
Locations
9.2 There are no CRDs associated with this Schedule C1.
Schedule C1 Version §.0
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SCHEDULE C2
SUB-CONTRACTORS
Version History
. Formatted Table
VersionNo. I Date Comments
II 1.0 31/08/06 Agreed version as at date of signature of CCN
1200
[14 08/05/07 Applying CCN1209
I[ 3.0 09/07/07 Baseline copy of 1.1
I[ 4.0 23/02/09 Baseline copy of 3.2
Ix 12/05/09 ‘Applying changes as per CCN1256 (Deleted: 4.1 )
\[42 15/06/09 Applying changes as per CCN1263
6.0 (06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu
I SCHEDULE C2 Version 6,0 j
Page 1 of 4
CONFIDENTIAL.
SCHEDULE C2
SUB-CONTRACTORS
1. Table of Fujitsu Services’ Sub-contractors
Fujitsu Services’ Sub-contractors, together with a description of their areas of
responsibility, are listed in the following table:
Communications
Limited (a Cable &
Wireless Group
Company)
services including
- IP Connect Services
~ Intercampus links - Wigan & Bootle
- ISDN
SUB-CONTRACTOR I SCOPE OF SUBCONTRACTED SERVICES I TERM OF
SUBCONTRACT
Energis Provision of telecommunications lines and I 31 March 2010
The Escher Group
Limited
Licensing,_of Riposte, WebRiposte, Asset
Manager, Framework and Mails
Riposte,
WebRiposte,
Asset
Manager, Framework
and Mails
licences
on a perpetual basis
Geller Business
Equipment Limited
Licensing and provision of maintenance and
data processing services as part of the
PostShop Solution
Supply and
agreement
services
extends
to 31 March 2010
Hypercom Financial
Terminals AB
PIN Pad design, development and supply.
Software support
Purchase Agreement
initial term 5 years
and 3 months from
22/05/2002
then
terminable by either
party on 6
months’
notice. See Note
below.
Licence
for
associated software
is perpetual.
Infinite Computer
Systems
Service Management Centre Services.
Initial term 3 years
from 1%
2008
October
I SCHEDULE C2 Version 6,0
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Deleted: Subcontract for
support and maintenance
expires 31 March 20104
Deleted: , support and
maintenance of Riposte,
WebRiposte, Asset Manager,
Framework and Mails
Deleted: 0
Deleted: 2
CONFIDENTIAL.
SUB-CONTRACTOR
SCOPE OF SUBCONTRACTED SERVICES.
TERM OF
SUBCONTRACT
Infinite Data Systems
Ltd.(Subsidiary of
Infinite Computer
Systems Ltd.)
SMC Support
3 years to 30th
November 2011
QAS Limited
Provision of third and fourth line support for
QAS Software
Expires upon the
earlier of:
(a) expiry or
termination
of this
Agreement;
(b) removal
under the
Change
Control
Procedure of
Fujitsu
Services’
obligations in
this
Agreement
in respect of
support of
Qas
Software;
and
(c) expiry or
termination
of Post
Office's
licence from
QAS Limited
to.use the
Qas
Software.
Note: Hypercom are obliged to give twelve months’ notice of their intention to cease production
of the PIN Pads in question to enable a last time buy for spares to be made. If they terminate
the spares repair agreement, they are obliged to transfer the tools and know-how required to
enable Fujitsu Services or its designated repairer to carry out such spares repair.
SCHEDULE C2 Version 6,0
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Deleted: 2
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2 Table of Fujitsu Services’ HNG-X Sub-contractors
Fujitsu Services’ HNG-X Sub-contractors, together with a description of their areas of
responsibility, are listed in the following table:
Zensar Technologies I Design, develop and test components of the I Expires upon the
UK Limited Solution Baseline in accordance with I earlier of
Schedule B6.2 termination or
expiry of this.
Agreement.
3. Associated Documents
34 There are no CCDs associated with this Schedule C2.
3.2 There are no CRDs associated with this Schedule C2.
I SCHEDULE C2Version6.0 °° eee, Fr
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SCHEDULE C3
Licences
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of
signature of CCN 1200
2.0 25/01/07 Baseline copy of 1.2
3.0 23/02/09 Baseline copy of 2.1
6.0 16/06/09 Moving all schedules to V6.0 as
agreed with Fujitsu
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CONFIDENTIAL
1.2
SCHEDULE C3
LICENCES
HNG-X THIRD PARTY SOFTWARE
Table 1 below lists HNG-X Third Party Software licensed to Post Office in accordance
with the applicable provisions of Clause 30 of this Agreement.
Table 1: HNG-X Third Party Software
Description and Product
Name
Interstage Java Virtual
Machine
Scope & purpose
Class
HNG-X Third Party
Software (Fujitsu
Corporation Limited).
Hypercom PIN Pad
Software
The software used to
support the operation of
PIN Pads.
HNG-X Third Party
Software (Hypercom).
Geller Touch v8.10.12
Retail sales application for
use by Post Office on the
PostShop Branch
Infrastructure.
HNG-X Third Party
Software.
PC Anywhere v.11
Communication software
used on the PostShop
Branch Infrastructure.
Licensed to the Post Office
by the third party licensor
subject to and solely,
notwithstanding anything to
the contrary in Clause 30 of
this Agreement, on the
basis of the licensor's
standard terms.
Table 2 below lists the software which Post Office sub-licenses or grants rights to use to
Fujitsu Services in accordance with Clause 31 of this Agreement.
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Table 2: Software provided by Post Office
Original supplier Purpose and Sub-licence (SL) Any additional
and Software applicable or right to use restrictions on the
product name Service (RTU) sub-licence
QAS Limited Provides name RTU The specific terms
and address and conditions
Name: capture, recodes including any further
“QuickAddress postcodes, rights and
Name Tracer”
performs name
validation and
keyword searching
~ for integration
into the BCSF
Service.
QAS Limited I Provides validation
of proof of address
Name: documents,
“QuickAddress address validation
Validator” and fraud
prevention — for
integration into the
BCSF Service.
QAS Limited As “QuickAddress
Name Tracer”
Name: above but using
“QuickAddress Pro
with Welsh PAF”
Welsh postal
address data
restrictions are
specified in the
CCD entitled "QAS
Software Right to
Use and Data Sub-
Licence”
(SU/CON/038)
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Original supplier © Purpose and Sub-licence (SL) Any additional
and Software applicable or right to use restrictions on the
product name Service (RTU) sub-licence
SAP UK Limited I Purpose: RTU The specific terms
Facilitates and and conditions
mySAP.com supports the including any further
Solution Suite configuration of rights and
version 4.7 and Configured POL restrictions are
SAP NetWeaver I FS by Post Office sipncitenl bs on
Master Data ora third party on CCD entitled: “SAP
Management behalf of Post
Software Right to
version 3.0(and Office
any updates to or Use and
new versions Service: POL FS Maintenance
thereof provided Services Agreement for
by Post Office for Fujitsu Services”
use by Fujitsu (CF/CON/001)
Services)
SAP UK Limited Purpose: the RTU The specific terms
Name: DB for SAP
versions 9.2.04
and 9.2.05 (and
any updates to or
new versions
thereof provided
by Post Office for
use by Fujitsu
Services)
database engine
used in
conjunction with
the SAP Software
Service: POL FS.
Service
and conditions
including any further
rights and
restrictions are
specified in the
CCD entitled: "SAP
Software Right to
Use and
Maintenance
Agreement for
Fujitsu Services”
(CF/CON/001)
1.3 Table 2A below lists the Third Party Data that Post Office sub-licenses to Fujitsu
Services in accordance with Clause 31 to this Agreement.
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Table 2A.
Data source and data Purpose and applicable Any additional
product name Service/Application restrictions on the
sub-licence
CACI Limited Purpose: Subject to agreement The specific terms
under the Change Control and conditions
Name: “Electoral Roll Procedure, data used to identify including any rights
Database” names associated with address and restrictions are
details specified in the
CCD entitled “QAS
Application: PAF Calling Software Right to
Application Use and Data Sub-
Licence”
Royal Mail Purpose: Data used to validate (SU/CON/036)
posteodes and identify/contirm
Name: “PAF” address details.
Application: PAF Calling
Application
1.4 As at the date of signature of CCN1246 and as envisaged by paragraph 15A.1 of
Schedule D1, the Parties intend that the Microsoft NT operating system in use at
Counter Positions will be upgraded to an alternative operating system. Whichever Party
acquires the licences for that upgrade, the appropriate licensing terms will be agreed by
the Parties and the Agreement amended under the Change Control Procedure to reflect
these terms.
1.5 In the event that:
1.5.1. the licence terms agreed pursuant to paragraph 1.4 involve Post Office or any
other member of the Royal Mail Group (any such member being for the
purposes of this paragraph 1.5 ‘the relevant Post Office company") procuring
the operating system third party software listed in table 3 below from the
provider of that software;
1.5.2 the terms of the licence agreement provide, or an arrangement between the
Parties exists, that Fujitsu Services pays to the software provider the charges
payable under the licence agreement; and
1.5.3. the terms of the licence agreement provide that the relevant Post Office
company is ultimately responsible or in any way liable for the charges payable
under that agreement,
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then to the extent that Fujitsu Services determines not to pay, or fails to pay, any
amounts in respect of the software provider's charges by the due date for payment
(‘Unpaid Amounts"), Fujitsu Services shall:
1.5.3.1. forthwith provide to Post Office in writing a reasonably detailed explanation as to why
such determination was made and/or such amounts were not paid; and
1.5.3.2. forthwith upon request by Post Office return to Post Office all such amounts as shall
24
have been paid by Post Office to Fujitsu Services in respect (and to the extent) of the
Unpaid Amounts,
and the Parties shall cooperate and agree (acting reasonably) what further action need
be taken by each of them with respect to procuring the operating system third party
software and the payment or non-payment (as the case may be) of the software
provider's charges.
Table 3: Operating system third party software
Description and Product Name I Scope & purpose
To be agreed
ESCHER UPGRADE SOFTWARE
Table 4 below lists the Escher Upgrade Software which as from Trigger Point T6
(Counter Application Rollout Complete) shall no longer constitute Third Party Software.
For the avoidance of doubt, the provisions set out in paragraphs 2.2 to 2.4 of this
Schedule C3 shall continue to apply.
Table 4
Description and Product Name I Scope & purpose
WebRiposte An enhanced version of Riposte providing
additional services based upon web-enabled
functionality
Asset Manager ‘A component of Riposte providing
mechanisms for managing financial
information and accessing transaction data
Framework A bespoke set of software components
facilitating the development of Horizon
financial transactions
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Description and Product Name I Scope & purpose
Mails Product Escher Mails product (version 3.3) allows the
introduction of country specific services and
charges and the future implementation of size
based pricing for non-standard letters and
packets, including track and trace facilities.
2.2 Confidentiality
2.2.1
2.2.2
2.2.3
2.2.4
2.2.5
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Post Office agrees that any information disclosed to it in connection with the
Escher Upgrade Software which is designated by Fujitsu Services as “Escher
Confidential Information” shall be kept in strictest confidence and not disclosed
to any party except as permitted under this paragraph 2 of Schedule C3 and
paragraph 2 of Schedule B4.1.
Escher Confidential Information shall not comprise Confidential Information for
the purposes of this Agreement and, accordingly, the provisions of Clause 61
shall not apply to Escher Confidential Information.
Post Office shall:
(a) __ take all reasonable precautions to protect the confidentiality of
Escher Confidential Information;
(b) not duplicate or reproduce Escher Confidential Information
except as necessary for the purposes of this Agreement; and
(c) _upon termination of the Existing Licences, immediately return to
Fujitsu Services all documents and other materials which
contain or relate to Escher Confidential Information.
The non-disclosure and confidentiality provisions contained in this paragraph 2
of this Schedule C3 will survive the termination of any or alll of its other
provisions but shall expire 20 years after the expiry or termination of this
Agreement. Post Office acknowledges and agrees that Fujitsu Services and
any third party are, in addition to other remedies, entitled to seek an injunction
to prevent Post Office from disclosing Escher Confidential Information in breach
of this paragraph 2 of this Schedule C3 and/or paragraph 2 of Schedule B4.1.
Post Office may with Fujitsu Services’ written consent disclose Escher
Confidential Information to third parties. If Fujitsu Services agrees to allow Post
Office to disclose Escher Confidential Information to a third party, prior to
making any such disclosure, Post Office shall first obtain such third party's
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2.2.6
2.2.7
2.2.8
2.2.9
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written agreement to comply with all non-disclosure and confidentiality terms
herein.
Post Office shall keep a record of all disclosures by it of Escher Confidential
Information to third parties including the names of the persons to whom Escher
Confidential Information was disclosed by Post Office and a description of the
Escher Confidential Information disclosed.
Post Office may disclose Escher Confidential Information:
(a) if and to the extent required by law, regulation or by order of a
court of competent jurisdiction provided, however, that Post
Office shall in each case notify Fujitsu Services in advance of
such disclosure;
(b) tots professional advisers for the purposes of audit or receiving
professional advice;
(c) to employees and staff of Royal Mail Group ple to the extent
that such disclosure is necessary for such employees or staff to
perform functions relating to the development, operation, receipt
or management of the Existing Services;
(d) where such information was already in the public domain at the
time it was disclosed or otherwise received by the other party;
(e) where such information becomes part of the public domain after
disclosure by means other than breach of the confidentiality
obligations contained in this paragraph 2.2 of this Schedule C3;
or
(f) where such information came into a party's possession lawfully
from a third party that was, itself, lawfully in possession of that
information and entitled to distribute it.
Where Escher Confidential Information is disclosed under paragraphs 2.2.7(b)
or 2.2.7(c) of this Schedule C3, Post Office shall procure that the third parties
referred to in those paragraphs shall not disclose that Escher Confidential
Information without the prior written consent of Fujitsu Services.
The Existing Licences and their contents are deemed Escher Confidential
Information and, subject to paragraph 2.2.7 of this Schedule C3, Post Office
may not disclose the Existing Licences to a third party without the express
written consent of Fujitsu Services, except that Post Office may disclose those
elements of the Existing Licences which relate to the use of the Escher Upgrade
Software to the operator replacing Fujitsu Services in the event a direct licence
is to be granted to that replacement operator under paragraph 2.2.3.4 of
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Schedule B4.1 provided that such operator has, in advance of such disclosure,
entered into substantially equivalent confidentiality provisions with Post Office
as are set out in this paragraph 2 of this Schedule C3.
2.2.10 Escher Upgrade Software related documentation, defect reports, and all other
non-public information related to the Escher Upgrade Software, are and shall be
deemed Escher Confidential Information.
23 Breach
2.3.1 If either Party believes the other to be in breach of any obligation imposed by
paragraph 2 of Schedule B4.1 and/or this paragraph 2 of this Schedule C3, the
non-breaching Party shall provide written notice of such breach to the other.
2.3.2 Upon receipt of such notice, if such breach exists, the recipient shall have
twenty (20) days to remedy such breach or provide assurances in a form
reasonably acceptable to the non-breaching Party that the breach will be
corrected within such longer period as the non-breaching Party may specify.
24 Termination
2.4.1 If a breach by Post Office of any obligation imposed by paragraph 2 of Schedule
B4.1 and/or this paragraph 2 of this Schedule C3 has not within the twenty (20)
day period provided under paragraph 2.3.2 of this Schedule C3 been remedied
or assurances, in a form reasonably acceptable to Fujitsu Services, provided to
Fujitsu Services that the breach will be corrected within such longer period as
Fujitsu Services may specify, Fujitsu Services may by notice in writing to Post
Office terminate the rights granted by paragraph 2.2.1 of Schedule B4.1 and
Fujitsu Services shall be relieved of its obligations under paragraph 2.2.3.4 of
Schedule B4.1.
2.4.2 Upon the earlier of (i) termination under paragraph 2.4.1 of this Schedule C3 of
the rights granted to Post Office by paragraph 2.2.1 of Schedule B4.1 or (ii)
Trigger Point Té (Counter Application Rollout Complete), Post Office shall cease
to use the Escher Upgrade Software and shalll, as directed by Fujitsu Services,
either return or destroy all copies of such software.
3. ASSOCIATED DOCUMENTS
34 The following CCDs are associated with this Schedule C3:
Document Reference Document Title
1 SU/CONTO36 ‘GAS Software Right to Use and Data Sub-
Licence
2 CFICONTOO SAP Software Right to Use and
Maintenance Agreement for _ Fujitsu
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Document Reference
Document Title
Services
3.2 There are no CRDs associated with this Schedule C3.
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SCHEDULE D1
CHARGES
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN 1200
2.0 25/01/07 Baseline copy of 1.4
3.0 09/07/07 Baseline copy of 2.6
4.0 14/04/08 Baseline copy of v3.4
5.0 23/02/09 Baseline copy of 4.2
5.1 19/05/09 RPI Increase 2009
5.2 12/06/09 Applying changes as per CCN 1253
5.3 15/06/09 Applying changes as per CCN1252a
6.0 06/07/09 Moving all schedules to V6.0 as agreed with Fujitsu
Schedule D1 Version 6.0
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SCHEDULE D1
CHARGES
GENERAL
All amounts set out in this Schedule are before adjustment for RPI as set out in
paragraph 16 and exclusive of VAT.
All annual Charges set out in this Schedule D1, unless otherwise stated, relate to
Financial Years. All monthly Charges relate to calendar months. All Charges shall,
unless stated otherwise, become due for payment on a monthly basis in accordance
with the provisions of Schedule D2.
Where during the term of this Agreement any charge under this Schedule D1 is
amended by approved CCN the Parties shall set out in the table contained in Annex E to
this Schedule D1 the number of the approved CCN, the amount of the variation and the
date on which the revised charge becomes effective.
In consideration for the provision by Fujitsu Services of the relevant Services, Post
Office shall pay to Fujitsu Services the following:
1.4.1. Operational Charges in accordance with paragraph 2 as varied in accordance
with paragraphs 4 and 5;
1.4.2 additional Operational Charges in accordance with paragraph 6;
1.4.3 Call Off Charges in accordance with paragraph 7;
1.4.4 Charges for Service Integration Services in accordance with paragraph 8;
1.4.5 Third Party Management Service Charges in accordance with paragraph 9;
1.4.6 Development Charges in accordance with paragraph 10;
1.4.7. SIP Charges in accordance with paragraph 11;
1.4.8 Transfer Charges in accordance with paragraph 12;
1.4.9 Capacity Addition Costs in accordance with paragraph 13;
1.4.10 PIN Pad Procurement Charges in accordance with paragraph 14;
1.4.11. Charges for Hardware in accordance with paragraph 15; and,
1.4.12 the Gain Share payments set out in Annex G..
The Charges have been based on an assumption that the numbers of Branches,
Counter Positions, Old Style Mobile Configurations, New Style Mobile Configurations,
CTOs and New CTO Configurations in each Financial Year will not exceed the numbers.
Schedule D1 Version 6.0
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241
22
corresponding to that Financial Year as set out in the Table entitled “Branch and Counter
Position Limits” in Part 1 of Annex A. Should this assumption not be satisfied, as
evidenced by:
1.5.1 Post Office providing a forecast of numbers of Branches, Counter Positions, Old
Style Mobile Configurations, New Style Mobile Configurations, CTOs or New
CTO Configurations which exceed the limits set out in that Table for that
Financial Year; or
1.5.2 the actual number of Branches, Counter Positions or CTOs exceeding the
applicable limits in any three consecutive months,
the Parties shall agree changes to the Charges or Service Descriptions under the
Change Control Procedure to deal with additional equipment required by Fujitsu
Services to perform its obligations under this Agreement or the lack of availability of
such equipment for spares, maintenance or Operational Business Change purposes.
Services which cause or would cause the limits in the Table in Part 2 of Annex A to be
exceeded or the conditions specified in that Table not to be satisfied shall be subject to
the Change Control Procedure.
In this Schedule D1, unless stated otherwise, any reference to a paragraph or Annex is
to the relevant paragraph of, or annex to, this Schedule D1.
Without prejudice to any Charges which shall have become due to be paid by Post
Office to Fujitsu Services, and subject to paragraphs 9.2 and 9.3, if any Terminable
Service is subject to Partial Termination, the Operational Charges in respect of each
Service comprised within that Terminable Service shall not be payable in respect of the
period after the date of such Partial Termination.
THE OPERATIONAL CHARGES
In consideration for the provision of each of the Operational Services, Post Office shall
pay to Fujitsu Services in respect of such time as such Operational Service is being
provided an amount per month calculated as follows (subject to adjustment in
accordance with paragraphs 4 and 5 of this Schedule D1):
In respect of each of the following Operational Services:
2.2.1 Central Network Service;
2.2.2 Reference Data Management Service;
2.2.3 Management Information Service;
2.2.4 Reconciliation Service;
2.2.5 Application Support Service (Fourth Line);
2.2.6 CMT Service,
Schedule D1 Version 6.0
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2.3
24
25
the Post Office shall pay to Fujitsu Services in respect of each month the Operational
Fixed Charge for that Operational Service for that month;
2.2.7 Operational Business Change (Branch Change) Service,
the Post Office shall pay to Fujitsu Services in respect of each month other than
December in each Financial Year the Operational Fixed Charge for that Operational
Service for that month.
In respect of each of the following Operational Services:
2.3.1 Service Desk Service;
2.3.2 Engineering Service; and
2.3.3 Systems Management Service,
the Post Office shall pay to Fujitsu Services in respect of each month the aggregate of
the following:
2.3.4 the Operational Fixed Charge for that Operational Service in respect of that
month; plus
2.3.5 an amount equal to the Operational Unit Charge for that Operational Service in
respect of that month multiplied by the number of Counter Positions in operation
at the beginning of that month; plus
2.3.6 an amount equal to the Margin Rate for that Operational Service in respect of
that month multiplied by the number of Counter Positions in operation at the
beginning of that month.
In respect of the Security Management Service the Post Office shall pay to Fujitsu
Services in respect of each month the aggregate of the following:
2.4.1 the Operational Fixed Charge for the Security Management Service in respect
of that month; plus
2.4.2 an amount equal to the Operational Unit Charge for the Security Management
Service in respect of that month multiplied by the number of Branches in
operation at the beginning of that month; plus
2.4.3 an amount equal to the Margin Rate for the Security Management Service in
respect of that month multiplied by the number of Branches in operation at the
beginning of that month.
In respect of the Data Centre Operations Service the Post Office shall pay to Fujitsu
Services in respect of each month the aggregate of the following:
2.5.1 the Operational Fixed Charge for the Data Centre Operations Service in respect
of that month; minus
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2.6
27
28
2.5.2 an amount equal to the Operational Unit Charge for the Data Centre Operations
Service in respect of that month multiplied by the Volume Forecast Reduction;
and the result of paragraph 2.5.1 minus paragraph 2.5.2 then added to:
2.5.3 an amount equal to the Margin Rate for the Data Centre Operations Service in
respect of that month multiplied by a percentage equal to 100 minus the Volume
Forecast Reduction.
After any Volume Forecast Reduction shall have been made, each of the Operational
Unit Charge and Margin Rate for the Data Centre Operations Service for each month
after that in which such Volume Forecast Reduction takes effect shall be reduced by
multiplying it by the percentage calculated by subtracting that Volume Forecast
Reduction from 100; the resultant new Operational Unit Charge and Margin Rate shall
be restated in this Schedule under the Change Control Procedure.
In respect of the Third Line Software Support Service the Post Office shall pay to Fujitsu
Services in respect of each month the aggregate of the following:
2.7.1 the Operational Fixed Charge for the Third Line Software Support Service in
respect of that month; plus
2.7.2 an amount equal to the Operational Unit Charge for the Third Line Software
Support Service in respect of that month multiplied by the number of POL
Service Types in operation at the beginning of that month; plus
2.7.3. an amount equal to the Margin Rate for the Third Line Software Support Service
in respect of that month multiplied by the number of POL Service Types in
operation at the beginning of that month.
In respect of the Service Management Service the Post Office shall pay to Fujitsu
Services in respect of each month the aggregate of the following:
2.8.1 the Operational Fixed Charge for the Service Management Service in respect of
that month; plus
2.8.2 an amount equal to the Operational Unit Charge per Branch for the Service
Management Service in respect of that month multiplied by the number of
Branches in operation at the beginning of that month; plus
2.8.3 an amount equal to the Operational Unit Charge per POL Service Type for the
Service Management Service in respect of that month multiplied by the number
of POL Service Types in operation as at the beginning of that month; plus
2.8.4 an amount equal to the Margin Rate per Branch for the Service Management
Service in respect of that month multiplied by the number of Branches in
operation at the beginning of that month; plus
2.8.5 an amount equal to the Margin Rate per POL Service Type for the Service
Management Service in respect of that month multiplied by the number of POL
Service Types in operation at the beginning of that month.
Schedule D1 Version 6.0
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2.9
2.10
3.1
3.2
3.3
In respect of the Branch Network Service the Post Office shall pay to Fujitsu Services:
2.9.1 in respect of each month during the Financial Year 2006/7 the Operational Fixed
Charge for the Branch Network Service in respect of that month; and
2.9.2 in respect of each subsequent month, the aggregate of:
(a) the Operational Fixed Charge for the Branch Network Service in respect
of that month; and
(b) an amount per month equal to:
(i) the aggregate of the amounts charged to Fujitsu Services in
respect of that month by the providers of network connections to
Branches; plus
(ii) the margin thereon, calculated by multiplying such amount in
2.9.2(b)(i) by 5 divided by 95.
Fujitsu Services shall provide Post Office at the beginning of each Financial Year with
an estimate of the Operational Charges for the Branch Network Service in that Financial
Year and the remaining Financial Years during the term of this Agreement based for
each Financial Year upon Post Office's then current forecast of numbers of Branches
and Fujitsu Services’ forecast of the mix of technology types for network connections
and the unit prices for each such technology type.
MARGIN PROTECTION
If in any of the Financial Years 2008/9 to 2011/12 (inclusive) the aggregate amount of all
the Operational Charges calculated in respect of that Financial Year by reference to a
Margin Rate (excluding, for the avoidance of doubt and for the purposes of this
paragraph, any "Late Cost to Post Office" applicable in respect of such Margin Rates in
accordance with paragraph 4.2.3) (plus the margin calculated in respect of that
Financial Year in accordance with paragraph 2.9.2(b)(i)) shall be less than the Protected
Margin for that Financial Year, then Post Office shall pay to Fujitsu Services an amount
equal to the difference.
The amount paid by Post Office in accordance with paragraph 3.1 in respect of any
Financial Year shall be available to Post Office as a credit to be applied against the
margin on any new Services agreed under the Change Control Procedure which Post
Office obtains from Fujitsu Services in that Financial Year, provided such new Service is
provided for longer than twelve months.
Any credit available to Post Office pursuant to paragraph 3.2 shall be made available
monthly throughout the Financial Year in question based on estimates made on a year
to date basis in respect of each month. As soon as reasonably practicable following the
end of each such Financial Year the actual amount available by way of credit during that
Financial Year shall be calculated. If the amount available as a credit in respect of the
Financial Year as so calculated is greater than the aggregate of the monthly credits
actually made available to Post Office during that Financial Year the difference shall be
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41
441A
4.2
made available to the Post Office as an additional credit on the basis set out in
paragraph 3.2. If the amount available as a credit in respect of the Financial Year as so
calculated is less than the aggregate of the monthly credits actually utilised by Post
Office during that Financial Year then the Post Office shall repay to Fujitsu Services an
amount equal to that shortfall.
VARIATION OF OPERATIONAL CHARGES — TRIGGER POINTS
Assumptions have been made by the Parties about the timing of certain events set out
in the Trigger Point Table (referred to as "Trigger Points") in settling the amounts of the
Operational Charges.
For the avoidance of doubt, the planned dates in the Trigger Point Table shall not be
changed to reflect any changes that might be made to the HNG-X Programme Plan and
no adjustment shall be made to the Operational Charges in relation to Trigger Points
other than pursuant to paragraphs 4.2.3 or 4.2.4, unless the Parties agree otherwise
under the Change Control Procedure.
The principles that shall apply for adjustment to the Operational Fixed Charges and
Operational Unit Charges when Trigger Points occur early or late are as follows:
4.2.1 Not Used
4.2.2 In the event that Project HNG-X is terminated either pursuant to (i) Clause 47.15
(but only as a consequence of the Agreement terminating pursuant to Clause
47.4 or 47.7) or (ii) Clause 47.11.2, then the dates stated in the Trigger Point
Table for such of the Trigger Points that are planned to occur after HNG-X Initial
Acceptance (being, for the avoidance of doubt, Trigger Point T6 (Counter
Application Roll Out Complete) only) shall be put back (for the purposes of this
paragraph 4 only) to the date of the expiry or earlier termination of the
Agreement, provided that in each case such termination of Project HNG-X
occurred prior to HNG-X Initial Acceptance.
4.2.3 The Operational Fixed Charges and/or Operational Unit Charges (as specified
in the final column of the Trigger Point Table) for the Operational Services
corresponding to the Trigger Points (if any) adjusted in accordance with
paragraph 4.2.2 shall each be increased in each complete calendar month in
the period by which such Trigger Points are put back, by the amount of the "Late
Cost to Post Office" (if any) specified in the Trigger Point Table.
4.2.4 If any of the Trigger Points are delayed beyond the planned dates specified in
the Trigger Point Table, then to the extent that the delay was:
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(a) caused by a Default or delay of Post Office or any of its employees,
agents or subcontractors, then Fujitsu Services shall be entitled to
increase the Operational Fixed Charges and/or Operational Unit
Charges (as specified in the final column of the Trigger Point Table) for
the Operational Services corresponding to that Trigger Point (as
identified in the Trigger Point Table) in each complete calendar month
during the period of that delay or Default by the amount of the “Late
Cost to Post Office” (if any) specified in the Trigger Point Table;
b) not caused by a Default or delay of Post Office, or any of its employees,
agents or subcontractors, then, without prejudice to any other right or
remedy of Post Office, Fujitsu Services shall continue to charge Post
Office the relevant Operational Charges in Annex C of this Schedule D1
without any adjustment.
5 VARIATION OF OPERATIONAL UNIT CHARGES AND OPERATIONAL FIXED
CHARGES
Engineering Service
51 In the event that the Incident Priority Allocation Table set out in the CCD entitled
“Engineering Service: Service Description” (SVM/SDM/SD/0002) is amended from time
to time in accordance with the Change Control Procedure so as to result in the re-
allocation of one or more pieces of Hardware as between Priorities and a change in the
proportion of Incidents in each category of Priorities (A, B and C) (each a "Proportion
Change"), then:
5.1.1
5.1.3
the Operational Unit Charge per Counter Position and Margin Rate per Counter
Position (if any) applicable in respect of the Engineering Service for each month
following such re-allocation of Hardware taking effect shall be varied in
accordance with the Table set out in Annex F to the extent of the Proportion
Change (expressed in percentage terms) in each category of Priorities;
the Proportion Change (expressed in percentage terms) in each category of
Priorities shall be rounded to the nearest one decimal place in determining the
extent of a variation to an Operational Unit Charge or Margin Rate; and
variations to the Operational Unit Charges and the Margin Rates pursuant to
paragraph 5.1.1 in each Financial Year shall be documented in the Operational
Charges Table under the Change Control Procedure and with effect from the
date such changes to the Operational Charges Table take effect, paragraph
5.1.1 shall cease to apply in respect of the Proportion Change that gave rise to
such changes.
Operational Business Change (Branch Change) Service
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5.2
5.3
5.4
5.5
5.6
The Operational Fixed Charge in the Operational Charges Table for the Operational
Business Change (Branch Change) Service is for a pre-paid level of Operational
Business Change. The amounts paid by way of such Operational Fixed Charge shall be
deducted from any amounts payable by Post Office for Operational Business Change
under paragraph 7.1. Any amount by which the Operational Fixed Charge in any month
is greater than the charge payable under paragraph 7.1 shall not be carried forward.
Data Centre Operations Service
If the number of SAP Basis Calls per month exceeds 30 in any three months within a six
month period and Fujitsu Services demonstrates to the satisfaction of Post Office
(acting reasonably) that it will as a result thereafter require additional resource to
manage SAP Basis Calls above 30 per month, the Parties shall agree under the
Change Control Procedure (such agreement not to be unreasonably withheld)
adjustments to:
5.3.1 the Operational Fixed Charge for the Data Centre Operations Service and the
number of SAP Basis Calls included within that Charge, as necessary to reflect
such additional resource requirement; and
5.3.2 the Charge per SAP Basis Call and threshold from which that Charge applies,
as set out in paragraph 6.1.
XP Support
The Operational Fixed Charge for the Systems Management Service is based on the
assumption that XP will be supported by Microsoft until expiry of this Agreement. If this
assumption is not satisfied, the Charges and/or Service Description for the Systems
Management Service shall be adjusted under the Change Control Procedure.
NBS Audit Record Queries
If Post Office exercises its option under the CCD entitled “Service Description for the
Security Management Service” (CS/SER/016), when that CCD is in effect, or the CCD
entitled "Security Management Service: Service Description" (SVM/SDM/SD/0017),
when that CCD is in effect, to vary the maximum number of Audit Record Queries which
Fujitsu Services is required to carry out, the Operational Fixed Charge in respect of the
Security Management Service shall, with effect from the date on which that revised
maximum becomes effective, be increased by £184.05 per Audit Record Query by
which such maximum is increased.
Reference Data Processes
For every month after the Amendment Date during which the Reference Data processes
have not been improved by Post Office (or its agents or subcontractors) performing the
work necessary to achieve the following aims:
5.6.1. reduce errors and rework by streamlining the end-to-end Reference Data
processes and simplifying/rationalising the business rules around different
Reference Data types and their sources/validation;
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5.7
5.8
5.9
5.10
6.1
6.2
5.6.2 introduce a generic model of product data to minimise the number of product
types, eliminate “special” product features and increase use of "soft" reference
data methods in lieu of "hard" application coding; and
5.6.3 apply Reference Data consistently across all elements of end-to-end solution,
Post Office shall pay to Fujitsu Services £20,153 as an addition to the Operational Fixed
Charge for the Reference Data Management Service due in respect of that month.
Services introduced by CCN
Post Office may terminate the Services introduced by (i) CCN641a and (ii) CCN807 and
CCN1163 (as listed in the CCN Service List), by raising a CCN to terminate such
Service, subject to Fujitsu Services being entitled to reimbursement by Post Office of its
reasonable costs incurred in the termination of such Service by raising an invoice in
accordance with Schedule D2 in respect of such costs as they arise. If such Services
are so terminated, an amount per month equal to the monthly charge value for each
such Service (as set out in column three of the CCN Service List for the CCN
introducing the Service in question) shall be deducted from the Operational Fixed
Charge for the Data Centre Operations Service.
All of the Services introduced by CCN (as listed in the CCN Service List), other than
CCN641a, CCN807 and CCN1163, shall terminate in sequence with the migration of the
related Client systems from their existing interfaces with the Infrastructure to the EDG.
If following notice given by Post Office and development of an alternative approach in
accordance with row A4 in Table 2 of Annex 1 to Schedule B5 any of the Client systems
referred to in paragraph 5.8 shall not have been migrated to the EDG by the date of
completion of HNG-X Project Workstream X2 (Migrate Data Centre to HNG-X
configuration), the Services introduced by CCN (as listed in the CCN Service List)
related to those Client systems shall continue and, with effect from that date, the
Charges for those Services set out in the CCN Service List shall be payable by Post
Office to Fujitsu Services until the relevant Client systems have been migrated to the
EDG.
Periodic review of the CCN Service List to update it for additions and deletions shall be
managed by the Commercial Leads.
ADDITIONAL OPERATIONAL CHARGES
Additional Charges in respect of the Data Centre Operations Service
As an additional monthly Charge for the Data Centre Operations Service, if the number
of SAP Basis Calls per month exceeds ten, Post Office shall pay to Fujitsu Services
£172.00 for each such SAP Basis Call in excess of ten per month.
Additional Charges following termination for convenience
If Project HNG-X is terminated pursuant to (i) Clause 47.15, but only as a consequence
of the Agreement terminating pursuant to Clause 47.4 or 47.7, or (ii) Clause 47.11.2,
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6.3
6.4
6.5
Post Office shall pay to Fujitsu Services, in respect of the period (if any) between 31
March 2010 and the earlier of termination or expiry of this Agreement an amount equal
to:
6.2.1 the costs incurred by Fujitsu Services in respect of hardware and/or software
maintenance and support additional to those allowed for in the Charges plus
margin thereon, calculated together by multiplying such costs by 100 divided by
78; and
6.2.2 the costs incurred by Fujitsu Services in respect of additional hardware,
software or other equipment required in the Data Centres plus margin thereon,
calculated together by multiplying such costs by 100 divided by 95,
in each case where such maintenance, support, hardware, software or equipment is
necessary in Fujitsu Services' reasonable opinion for the provision of Services in
accordance with this Agreement. All such costs shall be subject to Open Book
verification (which, in the case of paragraph 6.2.1, shall be by reference to HNG-X
Baseline Open Book Information), and shall be invoiced by Fujitsu Services in
accordance with Schedule D2 after such verification has been undertaken.
Branch Network Resilience
In respect of BNR the Post Office shall pay to Fujitsu Services in respect of each month
an amount equal to the aggregate of:
6.3.1. the Non-Router Proportion multiplied by £16,667 (during the Financial Year
2006/7) or £19,172 (in each subsequent Financial Year);
6.3.2 16.98 pence per minute for each call made using a GSM Connection, the
number of such GSM Connections being subject to the limits set out in
paragraph 6.5; and
6.3.3 7.11 pence per minute for each call made using a GSM CSD Connection.
The amount of 16.98 pence referred to in paragraph 6.3.2 shall be varied by Fujitsu
Services by an amount equal to the extent of the changes in its GSM supplier costs.
The total number of GSM Connections available is limited in accordance with the CCD
entitled “Branch Network Resilience Service Description” (CS/SER/031). The number of
new GSM Connections that can be made in a rolling four week period shall not exceed
an amount (rounded up to the nearest whole number) equal to 92 multiplied by the Non-
Router Proportion, with the weekly target of new GSM Connections being an amount
equal to 23 multiplied by the Non-Router Proportion. In the event that an engineer is
despatched to establish a GSM Connection as described in the CCD entitled “Branch
Network Resilience Service Description” (CS/SER/031) and is denied access to the
Branch through no fault of Fujitsu Services, that attempted visit shall count (as a GSM
Connection) towards the limit for the four week period in question. For the purposes of
these limits the four week periods shall commence on the Working Day following the
completion of the BNR pilot.
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6.6
7A
7.2
73
Where Fujitsu Services would have been obliged to arrange and undertake a Recovery
Visit (as defined in paragraph 3.1.2.2 of the CCD entitled “Engineering Service: Service
Description” (SVM/SDM/SD/0002)) and as a result of a GSM Connection having been
established such Recovery Visit is not necessary, Post Office shall be entitled to a credit
of £70.12 against the Charges set out in paragraph 6.3 for the month in which the
Recovery Visit would have taken place.
CHARGES FOR THE CALL-OFF SERVICES
Operational Business Change (Branch Change) Service
Post Office shall pay Fujitsu Services for the Operational Business Change (Branch
Change) Service at the prices set out in, as applicable in accordance with the provisions
of Schedule B3.1, the CCD entitled “Operational Business Change — Branch, Service
Descriptions and Schedule of Service Prices” (CS/PDN/015) or the CCD entitled
"Operational Business Change (Branch Change) Service: Service Description"
(SVM/SDM/SD/0014). Fujitsu Services shall invoice such Charges on a quarterly basis
in arrear. For the purposes of applying the monthly pre-paid amounts referred to in
paragraph 5.2, Fujitsu Services shall set out within each such invoice, the Charges
payable for Operational Business Change (Branch Change) Service in each month in
that quarter.
New entries to the CCDs referred to in paragraph 7.1 shall be priced on the following
time and materials cost basis:
Operational Business Rate/price
Change categories
Service engineer Post Office Core Day: £37.58 per person per
hour
Outside Post Office Core Day: £90.59 per
person per hour
Public holidays: £101.02 per person per hour
Call-out charge: £134.66
Electrician £40.39 per person per hour
Administrator £28.27 per person per hour
Project manager £908.02 per day
Materials Price set to produce a margin calculated by
dividing the Fujitsu Service Cost by nine and
multiplying by ten.
Message Broadcast Service
In respect of the Message Broadcast Service, Post Office shall pay to Fujitsu Services:
7.3.1 during the period that the CCD "Message Broadcast: Service Description"
(CS/SER/004) is effective in accordance with the provisions of Schedule B3.1,
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7.3.2
£124.59 per message plus 1 pence per Branch to which it is successfully
delivered as requested; and
during the period that the CCD "Message Broadcast Service: Service
Description" (SVM/SDM/SD/0018) is effective in accordance with the provisions
of Schedule B3.1, £124.59 per message.
Training Counter Update Service
74 Off-line upgrades to Old CTO Configurations shall be provided as follows:
741
74.2
74.3
7.4.4
74.5
Fujitsu Services shall provide ad hoc software and related reference data
upgrades to Old CTO Configurations. For the avoidance of doubt Head Office
Counter Positions do not require off-line upgrade.
Post Office shall provide Fujitsu Services with not less than 13 weeks written
notice of a requirement to deliver a new software and related reference data
build to Old CTO Configurations. Post Office may request this service up to four
times per Financial Year, provided that a request is not made before
implementation of the previous build is complete.
If notice is given by Post Office in accordance with paragraph 7.4.2, Post Office
and Fujitsu Services shall agree which elements, as set out in the CCD entitled
“Counter Training Offices Strategy" (IM/STR/056), shall form part of the required
software and reference data build.
The software upgrade shall be carried out in accordance with the CCD entitled
“Counter Training Offices Strategy" (IM/STR/056).
The price that shall be paid by Post Office to Fujitsu Services for the Training
Counter Update Service for each upgrade of Old CTO Configurations shall be
the aggregate of:
(a) a fixed charge of £36008.54;
(b) a variable charge of £18.39 multiplied by the number of terminals being
upgraded; and
(c) a variable charge of £122.83 multiplied by the number of locations (if
any) in excess of 47 locations at which upgrades are to be carried out.
Additional Charges in respect of the Data Centre Operations Service
75 As an additional Charge for the Data Centre Operations Service, Post Office shall pay
Fujitsu Services for AP Client File Re-Send Service at the prices set out in, as
applicable in accordance with the provisions of Schedule B3.1, the CCD entitled
“Service Description for AP Client File Resend Service” (CS/SER/013) or Annex A to the
ccD
entitled "Service Description for Data Centre Operations Service"
(SVM/SDM/SD/0003).
Additional Charges in respect of the Reference Data Management Service
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7.6
77
78
7.9
8.1
As an additional Charge for the Reference Data Management Service, Post Office shall
pay Fujitsu Services for:
7.6.1 Client Take-On Service at the prices set out in, as applicable in accordance with
the provisions of Schedule B3.1, the CCD entitled “Service Description for AP
Client Take-On Service” (CS/SER/011) or Annex A to the CCD entitled
"Reference Data Management Service: Service Description"
(SVM/SDM/SD/0013); and
7.6.2 AP Client Delivery Agreement Change Service at the prices set out in, as
applicable in accordance with the provisions of Schedule B3.1, the CCD entitled
“Service Description for AP Client Delivery Agreement Change Service”
(CS/SER/012) or Annex B to the CCD entitled "Service Description for
Reference Data Management Service" (SVM/SDM/SD/0013).
Horizon Icon Service
If Post Office require additional icons to be included in new Releases for (i) the Horizon
Service Infrastructure or (ii) the elements of the Horizon Service Infrastructure used
during the Roll Out Phase, the price that Post Office shall pay to Fujitsu Services for
such icons shall be as set out in the CCD entitled “Horizon Icon Service Prices”
(CS/PDN/019).
New Extract Definition Requests
If Post Office requests New Extract Definitions pursuant to the CCD entitled “APOP
Definition” (BP/SPE/046) the price that Post Office shall pay to Fujitsu Services for each
such New Extract Definition provided shall be £4366.58.
If Post Office requests additional or amended receipt templates for Horizon pursuant to
the CCD entitled “Receipt Template Service: Service Description” (SVM/SDM/SD/0022)
the price that Post Office shall pay to Fujitsu Services for such receipt templates shall
be as set out in that CCD.
CHARGES FOR THE SERVICE INTEGRATION SERVICES
PostShop Service Charges
8.1.1 In consideration of the provision by Fujitsu Services of each of the PostShop
Services referred to in the following table, Post Office shall pay to Fujitsu
Services in respect of each month during which such service is provided:
(a) an amount equal to £31.83 for each PostShop Solution EPOS terminal
situated at a Branch at the end of that month; plus
(b) one twelfth of the amount referred to in the following Table as the Fixed
Charge for that service for the Financial Year in which that month falls.
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2007 2008 2009 2010
f's
PostShop Services Fixed Charge 47,692.65 I 49,791.13 51,782.78 I 52,248.83
(other than PostShop
data centre services)
PostShop data centre Fixed Charge 76,959.67 80,345.90 83,559.74 84,311.78
services
8.2
9.1
9.2
9.3
10
The Parties are responsible for their own telephony charges incurred in respect of the
operation of the PostShop Solution.
CHARGES FOR THIRD PARTY MANAGEMENT SERVICES
Subject to paragraphs 9.2 and 9.3, the Charges payable by Post Office to Fujitsu
Services for the provision of the Third Party Management Services shall be agreed
under the Change Control Procedure in respect of each third party that the Parties
agree shall be managed by Fujitsu Services as part of that Service.
In the event of Partial Termination of any Terminable Service pursuant to Clause 47.10.1
or 47.10.2 and the Parties agree or Post Office directs (where Post Office is entitled to
direct pursuant to paragraph 2.5 of Schedule E) that Fujitsu Services shall be
responsible for the management of the provision by a third party to the Post Office of
services equivalent to that Terminable Service, the Charges which shall be paid by Post
Office to Fujitsu Services for the provision of the Third Party Management Service in
respect of such equivalent services shall, subject to paragraph 9.3, be equivalent to the
Service Management Element which would have been payable had that Terminable
Service not been terminated.
In the event that Partial Termination of any Terminable Service occurs pursuant to
Clause 47.10.1 or 47.10.2 and the specification of the third party services (if any) that
Fujitsu Services is directed by Post Office or agrees to manage as part of the Third
Party Management Service is different to the specification that applied to that
Terminable Service as referred to in Schedule B3.1, the Charges payable by Post Office
under paragraph 9.2 shall be increased by an amount equivalent to the Interface
Operational Costs reasonably incurred by Fujitsu Services which would not have been
incurred but for such differences in specification plus margin thereon calculated by
multiplying such Interface Operational Costs by 22 divided by 78 or, in the case only of
network connections provided by a third party, 5 divided by 95.
CHARGES FOR DEVELOPMENT SERVICES
Pre-Paid Development Charges
In consideration of the provision by Fujitsu Services of the Development Services, Post
Office shall pay to Fujitsu Services on the first day of each month an amount equal to
one twelfth of the amount set out in the following Table in respect of the Financial Year
in which such month falls.
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Pre-paid Development Charges (£ millions) in Financial Years ending 31 March:
2007 2008 2009 2010 2011 2012 2013 2014 2015
6.7 5.53 462 4.66 0 0 0 0 0
10.2 Each monthly payment made in accordance with paragraph 10.1 shall be available to
10.3
10.4
Post Office as a credit to offset against the following Charges due that month:
10.2.1 firstly against the Charges for HNG-X Development and Associated Change
Development (if any due that month in accordance with the provisions of
Schedule D8); and
10.2.2 secondly, if any balance of such payment remains, against the Charges due that
month for any Development Services (but not the SIP) undertaken by Fujitsu
Services pursuant to a Work Order.
If any balance of such payment remains after the amounts applied in accordance with
paragraphs 10.2.1 and 10.2.2, such balance shall not, subject to paragraph 12.2 of this
Schedule D1 and paragraph 2.6 of Schedule D8, be offset against any other Charges
nor shall it be carried forward.
Development Resources
Unless otherwise agreed, if in any Financial Year Post Office requires Fujitsu Services
to provide resources for Development Services pursuant to Schedule B1.1, Post Office
shall pay Fujitsu Services for such services on a time-cost basis according to the
following rates:
Rate per hour Rate per hour Rate per hour
Grade
On Shore Near Shore Offshore (India)
Systems Engineer £70.02 £84.47 £32.57
Senior System Engineer I£84.69 £87.69 £34.46
Lead System Engineer £99.64 £94.14 £37.67
Unit Leader 2111.93 £110.42 £52.28
Consultant £128.80 Not applicable Not applicable
Senior Consultant, 1
Manager £144.05 Not applicable Not applicable
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Rate per hour Rate per hour Rate per hour
On Shore Near Shore Offshore (India)
Grade
Senior Manager, Principal
Specialist £169.22 Not applicable Not applicable
10.5 The Development Charges shall be due for payment monthly in arrear.
10.6 The Charges calculated in accordance with paragraph 10.4 in respect of work
undertaken for that day by each:
10.6.1 Consultant, shall not exceed £952 in total per day;
10.6.2 Senior Consultant Manager, shall not exceed £1,067in total per day; and
10.6.3 Senior Manager, Principal Specialist shall not exceed £1,252 in total per day.
10.7 Fujitsu Services will be entitled to be reimbursed by the Post Office for all reasonable
expenses incurred by it in providing Development Services, including (without limitation)
travel and subsistence expenses. Fujitsu Services shall notify Post Office in advance of
any unusual anticipated expenses, such as international travel.
10.8 Fujitsu Services shall, unless otherwise agreed, be entitled to charge for materials,
equipment, licences, support and other third party charges reasonably incurred by
Fujitsu Services in performing Development Services so as to make a 10% margin in
relation to those bought in elements of Fujitsu Service Cost (which for this purpose shall
not include any Fujitsu Services labour costs).
10.9 An amount equivalent to £6,470,827.99 in aggregate shall be available to Post Office as
a credit to offset against the Charges for Development Services that may be agreed by
the Parties under the Work Ordering Procedure or Change Control Procedure. Of that
£6,470,827.99:
10.9.1 £4,200,577.99 shall be available in Financial Year ending 31 March 2010 of
which £2,182,577.99 shall be available to offset against any Charges for
Development Services and £2,018,000 shall be available to offset against the
testing hardware and software and testing resource components of any Charges
for Development Services (but not any other components of those Charges);
and
10.9.2 £2,270,250 shall be available in Financial Year ending 31 March 2011 which
shall be available to offset against any Charges for Development Services.
The amount available in each Financial Year shall be available from the start of that
Financial Year and offset against the applicable Development Charges or component of
those Development Charges for Development Services due each month in that
Financial Year until that amount is exhausted. If any of the available credit is not used in
the Financial Year in question, it shall be carried forward to the next Financial Year (and
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10.10
10.11
10.12
11
11.2
applied in the same way). The credit offsets described in this paragraph shall be
available to offset against the Development Charges for Development Services relating
to software releases subsequent to the release that is the subject of HNG-X Initial
Acceptance and HNG-X Final Acceptance, amongst any other Development Charges
for Development Services.
In each Financial Year, the credits available to Post Office under paragraph 10.2 shall be
applied to the fullest extent capable of application before applying any credits available
to Post Office under paragraph 10.9. For the avoidance of doubt paragraph 10.3 does
not apply in relation to the credits in paragraph 10.9.
Fixed Price Basis
If a fixed price basis is used for Development Services, Fujitsu Service Cost may include
a level of contingency and the fixed price will be assessed and agreed in advance on an
Open Book basis as set out in Schedule D4.
Gain Share
Gain Share may apply in relation to the provision of Development Services in
accordance with the principles set out in Schedule D3.
SIP CHARGES
Unless otherwise agreed, if in any Financial Year Fujitsu Services provides members of
the SIP Team pursuant to Schedule B1.2, Post Office shall pay Fujitsu Services for such
provision on a time-cost basis, being rates equal to the cost to Fujitsu Services (on a
break-even basis) of employing the relevant individuals, taking into account for the
purposes of calculating that cost any averaging required where the relevant individual's
grade encompasses more than one professional community grade within Fujitsu
Services’ organisational structure. Such cost shall be certified by Fujitsu Services in
accordance with paragraph 1.5 of Schedule D4.
During the Financial Year 2006/7 the charges for each grade of Fujitsu Services staff in
the SIP shall, unless paragraph 11.4 applies, be calculated according to the rates for
non-committed resource set out in the following table:
Grade Rate per working _ Rate per working
day (non- ly (committed
committed resource)
resource)
On Shore in Shore
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11.6
Grade Rate per working _‘IRate per working
day (non- \day (committed
icommitted resource)
resource)
On Shore (On Shore
Systems Engineer Not applicable Not applicable
Senior System Engineer Not applicable Not applicable
Lead System Engineer Not applicable INot applicable
Consultant, Unit Leader £487.13 £444.14
Senior Consultant, Manager £632.87 £575.64
Senior Manager, Principal Specialist £799.86 £728.05
The number of hours charged in accordance with paragraph 11.2 for any individual for
any day shall not exceed 7.4
The rate per working day for the relevant grade of committed resource in the table
above shall apply in respect of each Fujitsu Services SIP Team Member of that grade
where Post Office notifies Fujitsu Services by 30 September 2006 that it will commit to
utilising the specified role in which an individual of that grade is engaged for at least 100
days of the remainder of Financial Year 2006/7. If by the end of Financial Year 2006/7
Post Office has not utilised that specified role for 100 days or more, the charges for the
individual performing that role shall be recalculated using the applicable rate for non-
committed resource and Post Office shall pay to Fujitsu Services an amount equal to
the difference.
The Charges for resources for the SIP shall become due for payment monthly in arrear.
The rates for each grade set out in the table in paragraph 11.2 shall be varied in each
subsequent Financial Year to reflect the costs to Fujitsu Services referred to in
paragraph 11.1 (the component elements of which costs are as set out in the table
“Breakdown of Day Rate Calculation - Example Grades” referred to in paragraph 2 of
the CCD entitled “HNG-X Baseline Open Book Information” (COM/MGT/PRO/0002)) for
that Financial Year as applicable in respect of each such grade, taking into account any
averaging required where that grade encompasses more than one professional
community grade within Fujitsu Services organisational structure. For the purposes of
the rates for each grade of committed resource in the table in paragraph 11.2, such
variation shall be on the basis that Post Office commits at the beginning of the Financial
Year to utilising that grade of resource for 204 days in that Financial Year. Paragraph
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12
124
12.2
12.3
13
13.1
13.2
13.3
11.4 shall apply in respect of each Financial Year after 2006/7 with the necessary
changes deemed to be made to it to reflect such 204 day commitment applying from the
beginning of the Financial Year rather than the 100 days referred to applying from
September 2006.
In each case where a Fujitsu Services SIP Team Member is unable to perform a
specified role due to illness, injury or any other reason outside Post Office’s control, the
number of days for which he is unable to perform that role shall be deemed to be
included within a period of utilisation of that role for the purposes of determining whether
Post Office has not utilised a specified role.
CHARGES FOR TRANSFER SERVICES
Post Office shall pay Fujitsu Services for all Transfer Services provided in the event of
Partial Termination, termination of Project HNG-X, termination of the Agreement or
expiry of the Agreement on a time-cost basis according to the rates set out in the Table
in paragraph 10.4 (but subject to paragraph 10.6) and on the basis set out in paragraph
10.5.
If Transfer Services are provided prior to 31 March 2010, any unused balance at the end
of each month of the pre-payment referred to in paragraph 10.3 may, at Post Office's
option, be offset as a credit against the Charges due that month for such Transfer
Services in accordance with paragraph 12.1.
Fujitsu Services’ Charges in respect of materials and expenses in connection with the
provision of Transfer Services shall be calculated in the same way as they are
calculated for Development Services as set out in paragraphs 10.7 and 10.8.
CAPACITY ADDITIONS
The capacity planning and performance and volume monitoring carried out as part of
the Service Management Service may from time to time identify that forecast volumes of
Post Office business are likely to exceed those allowed for and the consequent need to
add capacity to an element of Infrastructure (Branch equipment, communications
network or Data Centre) so as to maintain Fujitsu Services’ capability to achieve Service
Levels.
Such additions will be supported by analysis carried out in accordance with the CCD
entitled “Horizon Capacity Management and Business Volumes” (PA/PER/033) and be
subject to the Change Control Procedure.
Fujitsu Services shall be entitled to recover from Post Office its reasonably incurred,
increased direct costs and expenses of performing its obligations under this Agreement
to the extent that such increased direct costs and expenses were the result of a Design
Limit being exceeded. Fujitsu Services shall use all reasonable endeavours to mitigate
the amounts payable in accordance with this paragraph and shall provide an Open Book
statement of such increased direct costs and expenses incurred for approval by Post
Office, such approval not to be unreasonably withheld.
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13.4
14
14.1
14.2
14.3
14.4
14.5
Other enhancements to the Infrastructure may be required from time to time in
accordance with the Work Ordering Procedure or Change Control Procedure, as
applicable. Unless otherwise agreed, the pricing principles are as follows:
13.4.1 Fujitsu Services shall be entitled to Charge for the work undertaken by it in
relation to such enhancements on the time and materials basis set out under the
heading "Development Resources" in paragraph 10.4 (but subject to paragraph
10.6).
13.4.2 If a fixed price basis is to be used in relation to such work, such fixed price will
be assessed and agreed between Post Office and Fujitsu Services in advance
on an Open Book basis. In arriving at such fixed price, Fujitsu Services shall be
entitled to include a level of contingency above Fujitsu Service Cost.
13.4.3 As an alternative to the charging mechanisms described in this paragraph, Gain
Share may be considered in accordance with the principles of Schedule D3.
PIN PADS AND PAYPOLE PROCUREMENT
Additional Paypoles
Post Office shall be responsible for installation and maintenance of Paypoles.
Post Office may, on giving Fujitsu Services at least 100 days’ prior written notice, require
Fujitsu Services to procure further Paypoles.
In the event that Post Office serves notice on Fujitsu Services in accordance with
paragraph 14.2, Fujitsu Services shall procure the number of Paypoles specified in the
notice and shall use reasonable endeavours to do so within that 100 day notice period.
Fujitsu Services’ Charge for procuring each additional Paypole (including box for
delivery) shall be £49.60 and shall become due for payment upon delivery of such
Paypole. This Charge is subject to the proviso that each notice for additional Paypoles
given by Post Office under paragraph 14.2 is for no more than 1000 Paypoles.
Additional PIN Pads and PIN Pad OBC Stock
In the event that the PIN Pad OBC Stock is reduced to 100 PIN Pad Units or less,
Fujitsu Services shall notify Post Office of such in writing or by email.
Post Office shall within five Working Days of receipt of such notification from Fujitsu
Services confirm to Fujitsu Services in writing or by email (a "PIN Pad OBC Stock
Notice") whether or not it requires Fujitsu Services to increase the PIN Pad OBC Stock.
Where Fujitsu Services receives a PIN Pad OBC Stock Notice stating that the PIN Pad
OBC Stock should not be increased, Fujitsu Services shall be relieved of its obligations
to supply and install PIN PADs set out in either of the CCDs entitled "Fujitsu
Services/Post Office Ltd Operational Business Change - Branch Interface Agreement"
(CS/IFS/003) or "Operational Business Change (Branch Change) Service: Service
Description” (SVM/SDM/SD/0014) to the extent that it does not have the necessary PIN
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14.8
14.10
15
15A
15A.1
Pad OBC Stock. Such relief shall apply until Fujitsu Services receives the required PIN
Pad Units to be added to PIN Pad OBC Stock (following written notification from Post
Office to Fujitsu Services that it requires Fujitsu Services to increase the PIN Pad OBC
Stock).
Where a PIN Pad OBC Stock Notice requires Fujitsu Services to augment the PIN Pad
OBC Stock, Fujitsu Services shall procure the required number of PIN Pad Units and
shall use reasonable endeavours to do so within 100 days of receipt of the PIN Pad
OBC Stock Notice.
Fujitsu Services’ Charge for each additional PIN Pad Unit procured shall be £335.87
and shall become due for payment upon delivery of such PIN Pad Unit. This Charge is
subject to the proviso that each PIN Pad OBC Stock Notice for additional PIN Pad Units
given by Post Office under paragraph 14.6 is for no more than 1000 PIN Pad Units.
For the avoidance of doubt, the Charges specified in paragraph 14.9 shall be in addition
to any Charges agreed in respect of PIN Pad related services set out in the CCD
entitled “Operational Business Change — Branch, Service Descriptions and Schedule of
Service Prices" (CS/PDN/015) or "Operational Business Change (Branch Change)
Service: Service Description” (SVM/SDM/SD/0014) (as applicable).
CHARGES FOR NBX HARDWARE
In respect of Hardware procured by Fujitsu Services pursuant to Commercial Terms
numbered CT 176A, the sum of £24,923.50 shall become due for payment by Post
Office to Fujitsu Services on the first day of each calendar month between the
Amendment Date and 31 March 2010.
In the event that this Agreement is terminated prior to 31 March 2010, the aggregate of
the payments that would, but for such termination, have become due for payment in
accordance with paragraph 15.1 shall instead become due for payment by Post Office
to Fujitsu Services upon such termination.
OPERATING SYSTEM UPGRADE
Fujitsu Services undertakes to upgrade the Windows NT operating system used at
Counter Positions to a new operating system, at dates to be determined in accordance
with the Change Control Procedure, and at the same time as another major
development e.g. Pin Pad upgrade and to fund the cost of the operating system
upgrade to a maximum value of £2 million (as adjusted for RPI indexation in accordance
with paragraph 16 in each Financial Year up to the Financial Year in which those costs
are incurred). This value shall be consumed on a time and cost basis at a value
equivalent to the rates set out in paragraph 3.5 of Schedule D8. To the extent that the
actual costs are:
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15A.1.1 less than £2 million (as adjusted above) (the upgrade having been carried out),
Fujitsu Services shall allow Post Office credit which will be available to Post
Office against future Development Charges; or
15A.1.2 more than £2 million (as adjusted above), Post Office shall pay those costs on a
time and cost basis at a value equivalent to the rates set out in paragraph 3.5
of Schedule D8.
16 INDEXATION
16.1 Each of:
16.1.1 the fixed charges and charging rates contained in this Schedule, its
Annexes and those in the CCDs referred to in paragraph 5, 6 and 7 (but
not any other CCDs);
16.1.2 the daily limits referred to in paragraph 10.6, and
other than:
16.1.3 with effect from the date of signature of CCN 1246, the maximum
amount of the upgrade costs set out in paragraph 15A.1; and
16.1.4 all amounts allowable as credits unexpended under paragraph 10.9,
16.1.5 the rates set out in the Table in paragraph 11.2, the Charge for NBX
Hardware referred to in paragraph 15.1; and
16.1.6 the Charges for each of the Services in the Table in Annex D which are
marked “Not Indexed” in the column of the table headed “Indexation
Provision”,
are referred to in this paragraph 16.1 as the Indexed Charges.
16.2 In respect of each Financial Year subsequent to the Financial Year ending 31 March
2006, each of the Indexed Charges other than the Near Shore and Offshore Rates
contained in the table set out in paragraph 10.4 shall be multiplied by a percentage
equal to 100+ the RPI Percentage applicable to that Financial Year. Such calculations
shall be carried out before the start of each new Financial Year and the Indexed
Charges as so adjusted shall be recorded in revised versions of this Schedule D1 and
relevant CCDs. The adjustment described in this paragraph 16.2 shall be made for the
first time in respect of the Indexed Charges referred to in paragraphs 16.1.3 and 16.1.4
so as to be effective in respect of those Indexed Charges in Financial Year ending 31
March 2010.
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16.3
The RPI Percentage applicable to the Indexed Charges other than the Near Shore and
Offshore Rates contained in the table set out in paragraph 10.4 in respect of any
Financial Year means the difference, expressed as a percentage, between the level of
the Retail Prices Index in respect of the December in the previous Financial Year and
the level of the Retail Prices Index in respect of the December falling in the Financial
Year immediately preceding that previous Financial Year.
In respect of each Financial Year (“Year Z”) subsequent to the Financial Year ending 31
March 2006, each of the Near Shore and Offshore Rates contained in the table set out
in paragraph 10.4 shall be adjusted as follows:
16.4.1 converted into Rupees at the Relevant Exchange Rate prevailing in respect of
December in Year X (as defined in paragraph 16.4.2 below);
16.4.2 multiplied by a percentage equal to 100 plus the difference, expressed as a
percentage, between the level of the Relevant Indian Index in respect of the
December in the previous Financial Year (“Year Y”) and the level of the Relevant
Indian Index in respect of the December falling in the Financial Year immediately
preceding that previous Financial Year (“Year X"); and
16.4.3 converted back into sterling at the Relevant Exchange Rate prevailing in respect
of December in the previous Financial Year (“Year Y”).
For this purpose:
16.5.1 the Relevant Indian Index shall mean the all-India Consumer Price index
(UNME) published by the Government of India Ministry of Statistics and
Programme Implementation. In the event that such index is no longer published
and the Parties fail to agree a suitable substitute index it shall mean such index
as is recommended as a suitable alternative by expert determination in
accordance with Schedule A2; and
16.5.2 the Relevant Exchange Rate in respect of any December shall be the
arithmetical mean of all the daily spot exchange rates published by the Bank of
England in respect of that December on its website (www.bankofengland.co.uk)
under reference “Rupee to Sterling Daily Spot Rate - XUDLBK97”.
For the avoidance of doubt, any Service provided in one Financial Year but not invoiced
until a subsequent Financial Year shall be invoiced at the fixed charge or charging rate
applicable to such Service at the time it was supplied.
The rates at which liquidated damages are payable in respect of Service Level
Measurement Periods shall be increased in each of the Financial Years set out in the
following table by the RPI Adjustment Factor for that Financial Year, being the
difference, expressed as a percentage, between the level of RPI in respect of the
December in the year immediately preceding that Financial Year and the level of RPI in
respect of December 2005.
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Financial Years ending 31 March
2007
2008 I 2009
2010
2011 2013 I 2014 2015
4.43
RPI %
Adjustment
Factor (%)
8.6%
9.58
%
The RPI Adjustment Factors in respect of the Financial Years set out in the above table shall be
inserted in the table when ascertained.
17 ASSOCIATED DOCUMENTS
A7A
The following CCDs are associated with this Schedule D1:
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Document Reference
Document Title
1 SVM/SDM/SD/0002
Engineering Service: Service
Description
2 CS/SER/031
Branch Network Resilience Service
Description
3 CS/PDN/015
Operational Business Change —
Branch, Service Descriptions and
Schedule of Service Prices
4 SVM/SDM/SD/0014
Operational Business Change
(Branch Change) Service: Service
Description
5 CS/SER/004
Message Broadcast Service: Service
Description
6 SVM/SDM/SD/0018
Message Broadcast: Service
Description
7 IM/STR/056
Counter Training Offices Strategy
8 SVM/SDM/SD/0003
Service Description for Data Centre
Operations Service
9 CS/SER/011
Service Description for AP Client
Take-On Service
10 I SVM/SDM/SD/0013 Reference Data Management
Service: Service Description
11 I CS/SER/012 Service Description for AP Client
Delivery Agreement Change Service
12 I CS/PDN/019 Horizon Icon Service Prices
13 I PA/PER/033 Horizon Capacity Management and
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Business Volumes
14 I CS/IFS/003
Fujitsu Services/Post Office Ltd
Operational Business Change —
Branch, Interface Agreement
15 I SVM/SDM/SD/0014
Operational Business Change
(Branch Change) Service: Service
Description
16 I CS/IFS/012
ADSL Roll Out Interface
Specification
17 I CS/SER/016
Service Description for the Security
Management Service
18 I SVM/SDM/SD/0017
Security Management Service:
Service Description
19 I CS/SER/013
Service Description for AP Client
File Resend Service
20 I BP/SPE/046
APOP Definition
21 I COM/MGT/PRO/0002
HNG-X Baseline Open Book
Information
17.2 There are no CRDs associated with this Schedule D1.
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ANNEX A
Part 1
BRANCH AND COUNTER POSITION LIMITS
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No.
Financial Years ending 31 March
2007
2008
2009
2010
2011
2012
2013
2014
2015
Maximum
number of
Branches
14257
14059
13843
13640
13441
13241
13038
12838
12638
Maximum
number of
(Counter
Positions
35617
35330
35068
34812
34553
34253
33953
33653
33353
(Old Style
Mobile
(Configurations
(included in
rows 1 and 2)
273
283
284
284
284
284
284
284
284
New Style
Mobile
(Configurations
(included in
rows 1 and 2)
40
40
40
40
40
40
40
40
40
(CTOs (included
lin row 1)
57
57
57
57
57
57
57
57
57
New CTO
Configurations
(included in row
2)
374
374
374
374
374
374
374
374
374
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CONFIDENTIAL
Part 2
OTHER LIMITS
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ROW ITEM
LIMIT
CONDITIONS
1. Branch geography
United Kingdom
2. Single position
gateway
configurations
installed (each
Within the overall limits in
the Branch and Counter
Positions Limits Table:
With an additional float of 15 single
position gateway configurations for
Operational Business Change
purposes.
configurations; and
Single position
gateway
configurations
installed
(each having a
communications
card)
16,715
having two hard 7,200
disks anda Limit applies until completion of
communications Associated Change Activity A7.
card)
3. Sum of: Within the overall limits in With an additional float of 35 multi-
the Branch and Counter position gateway configurations for
Multi-position Positions Limits Table: Operational Business Change
gateway Purposes.
Limit applies until completion of
Associated Change Activity A7.
4. PostShop Solution I 300
EPOS terminals
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ANNEX B
OPERATIONAL CHARGES TABLE
Operational Charges Table
Months falling within Financial Years ending 31 March:
Operational I Charge Type 2007 2008 2009 2010 2011 2012 2013 2014 2015
Service
(£ per month (or per Financial Year in respect of Protected Margin))
Service Desk I Fixed 11,552 12,060 12,542 I 12,654.88 I 12,654.88 I 12,654.88 I 12,654.88 I 12,654.88 I 12,654.88
Service Charges
Unit Charge 5.89 5.59 4.39 3.41 3.14 3.06 3.98 4.09 3.96
per Counter
Position
Service 0.33 0.31 0.25 0.26 0.26 0.26 0.34 0.35 0.35
Management
Element
Margin Rate Nil Nil 1.66 1.29 1.20 1.16 Nil Nil Nil
per Counter
Position
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Months falling within Financial Years ending 31 March:
Operational I Charge Type 2007 2008 2009 2010 2011 2012 2013 2014 2015
Service
(£ per month (or per Financial Year in respect of Protected Margin))
Engineering Fixed 51,787 52,060 54.096 I 51,381 50,994 50,043 I 50,355 49,429 49,732
Service Charges
Unit Charge 28.81 24.87 17.12 15.66 15.85 16.42 20.62 23.19 24.29
per Counter
Position
Service 0.76 0.75 0.66 0.78 0.81 0.84 1.08 I 1.15 1.24
Management
Element
Margin Rate Nil Nil 6.05 4.27 419 4.02 Nil I Nil Nil
per Counter
Position
Operational Fixed 46,333 44,498 46,836 15,890 15,545 14,098 10,837 I 10,575 9,357
Business Charges
Change
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Months falling within Financial Years ending 31 March:
Operational I Charge Type 2007 2008 2009 2010 2011 2012 2013 2014 2015
Service
(£ per month (or per Financial Year in respect of Protected Margin))
(Branch Service 9,469 8,965 8,522 6,942 7,442 7,073 6,399 6,328 5,389
Change) Management
Service Element
Data Centre Fixed 961,090 I 1,177,669 858,771 479,117 557,407 549,540 600,971 586,566 579,063
Operations Charges
Service
Unit Charge 4,805 I 5,888.41 3,232.91 I 2,352.21 I 2,274.56 I 2,235.73 2,912.49 I 2,842.09 2,803.26
per 1%
Volume
Forecast
Reduction
Service 323 394 223 208 210 203 256 247 226
Management
Element
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Months falling within Financial Years ending 31 March:
Operational I Charge Type 2007 2008 2009 2010 2011 2012 2013 2014 2015
Service
(£ per month (or per Financial Year in respect of Protected Margin))
Margin Rate Nil Nil 1076.25 702.90 823.43 825.77 Nil Nil Nil
per 1%
Volume
Forecast
Reduction
Branch Fixed 844,394 210,694 172,562 124,893 114,898 109,753 97,702 100,265 98,789.2
Network Charges
Service
Service 20,303 16,825 13,236 14,308 14,191 14,011 17,540 17,968 17,704
Management
Element
Central Fixed 326,282 I 317,239 255,226 183,643 168,638 160,919 142,823 I 146,670 144,457
Network Charges
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CONFIDENTIAL
Months falling within Financial Years ending 31 March:
Operational I Charge Type 2007 2008 2009 2010 2011 2012 2013 2014 2015
Service
(£ per month (or per Financial Year in respect of Protected Margin))
Service Service 20,303 16,825 13,236 14,308 14,191 14,011 17,540 17,968 I 17,704
Management
Element
Systems Fixed 86,395 73,405 70,683 71,299 71,299 71,299 71,299 71,299 71,299
Management Charges
Service
Unit Charge 13.43 10.67 7A9 4.42 5.18 4.00 5.48 7A2 5.63
per Counter
Position
Service 0.30 0.24 0.18 0.17 0.20 0.17 0.24 0.29 0.26
Management
Element
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Months falling within Financial Years ending 31 March:
Operational I Charge Type 2007 2008 2009 2010 2011 2012 2013 2014 2015
Service
(£ per month (or per Financial Year in respect of Protected Margin))
Margin Rate Nil Nil 2.72 1.67 1.96 1.51 Nil Nil Nil
per Counter
Position
Reference Fixed 59,724 62,215 65,734 65,159 59,020 58,248 56,164 56,502 53,962
Data Charges
Management
Service Service 11393.43 I 11679.08 10969.49 I 11429.28 I 11434.78 I 10441.67 8777.36 8153.95 I 7801.11
Management
Element
Third Line Fixed 349,999 349,885 420,039 81,366 80,578 80,005 78,162 79,469 79,171
Software Charges
Support
Service Unit Charge 6074.60 5211.75 4724.71 3635.88 2570.04 2307.72 2276.22 2288.96 I 1953.89
per POL
Service Type
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CONFIDENTIAL
Months falling within Financial Years ending 31 March:
Operational I Charge Type 2007 2008 2009 2010 2011 2012 2013 2014 2015
Service
(£ per month (or per Financial Year in respect of Protected Margin))
Service
Management 1058.00 910.17 842.68 554.88 470.86 409.09 401.17 362.25 362.89
Element
Margin Rate Nil Nil 524.96 403.98 285.57 256.41 Nil Nil Nil
per POL
Service Type
Management I Fixed
. 50,787 58,052 59,686 35,576 34,787 34,256 32,799 24,622 23,015
Information Charges
Service
Service
Management 8058.57 7849.95 7623.29 5811.70 5722.85 5171.62 4198.53 3759.57 I 3643.93
Element
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Months falling within Financial Years ending 31 March:
Operational I Charge Type 2007 2008 2009 2010 2011 2012 2013 2014 2015
Service
(£ per month (or per Financial Year in respect of Protected Margin))
Service Fixed
50,458 52,678 61,004 61,497 61,497 61,497 61,497 61,497 61,497
Management I Charges
Service
Unit Charge
per POL 3211.66 3226.26 1991.31 1913.47 1039.43 1011.89 1230.29 1119.17 993.22
Service Type
alt Shard 5.20 5.29 4.04 3.95 2.17 2.15 2.65 245) 2.21
per Branch
Margin Rate Nil Nil 1.28 1.25 0.70 0.69 Nil Nil Nil
per Branch
Margin Rate Nil Nil 628.84 604.25 328.24 319.54 Nil Nil Nil
per POL
Service Type
Reconciliation I Fixed Charge 25,824 25,439 26182 17788 17394 17128 16399 16633 14576
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Months falling within Financial Years ending 31 March:
Operational I Charge Type 2007 2008 2009 2010 2011 2012 2013 2014 2015
Service
(£ per month (or per Financial Year in respect of Protected Margin))
Service Service
Management 5440.63 5255.64 5218.62 4690.80 4640.02 4375.17 3891.64 3775.96 I 3461.74
Element
Security Fixed Charge 48,272 49,395 51,321 52,455 52,455 52,455 53,506 51,444 52,455
Management
Seng Unit Charge 3.64 3.94 3.20 1.83 1.76 172 2.04 213I 1.92
per Branch
Service
Management 0.80 0.80 0.63 0.63 0.64 0.59 0.71 0.67 0.58
Element
Margin Rate Nil Nil 0.99 0.59 0.57 0.55 Nil Nil Nil
per Branch
Application
Support Fixed Charge 807,428 788,032 922,270 646,712 681,673 670,011 654,872 662,537 I 642,227
Service
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CONFIDENTIAL
Months falling within Financial Years ending 31 March:
Operational I Charge Type 2007 2008 2009 2010 2011 2012 2013 2014 2015
Service
(£ per month (or per Financial Year in respect of Protected Margin))
(Fourth Line)
CMT Service I Fixed Charge 27,991 29,223 31,170 31,451 31,451 31,451 31,451 31,451 31,451
Protected Nil Nil I 6,716,417 I 4,735,740 I 4,670,287 I 4,361,816 Nil Nil Nil
Margin (per
Financial
Year) (1/4/08
to 31/03/12)
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ANNEX C
TRIGGER POINT TABLE
Operational Trigger Point (Code Planned Date Charge I Late Costto Post I Charge to be adjusted
Service given in Schedule B5, (as at CCN1246) element I Office (cost and (Operational Fixed
Annex 1, Part 1) margin) Charge or Operational
(for the purposes Unit Charge):
of the Operational
Charges) £ per calendar
month
Service Desk Counter Application Roll I 18 September 2009 I Cost Unit Charge per
Service Out Complete (T6) Counter Position
Price 1.40 I Unit Charge per
Counter Position
Engineering Counter Application Roll Price 3,203 I Fixed Charges
Service Out Complete (76) 18 September 2009 I Cost Unit Charge per
Counter Position
Price 6.28 I Unit Charge per
Counter Position
Data Centre Data Centre Ready for 6 March 2009 Price 475,276.05 I Fixed Charges
Operations Service I HNG-X (T5) Cc
‘ost Unit Charge per 1% Volume
Price 3990.52 I Unit Charge per 1% Volume.
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Forecast Reduction
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Operational Trigger Point (Code Planned Date Charge I Late Costto Post I Charge to be adjusted
Service given in Schedule B5, (as at CCN1246) element I Office (cost and (Operational Fixed
Annex 1, Part 1) margin) Charge or Operational
(for the purposes Unit Charge):
of the Operational
Charges) £ per calendar
month
Data Centre Counter Application Roll I 18 September 2009 I Price 220,160.19 I Fixed Charges
Operations Service I Out Complete (T6)
Cost Unit Charge per 1% Volume
Forecast Reduction
Price 1292.33 I Unit Charge per 1% Volume
Forecast Reduction
Central Network Wigan/Bootle 23 February 2010 Price 103,007 I Fixed Charges
Service
Decommissioned (T4)
Management
Service
Out Complete (T6)
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Third Line Software I Counter Application Roll I 18 September 2009 I Price 342,454 I Fixed Charges
Support Service Out Complete (T6) Cost Unit Charge per POL
Service Type
Price 1,256 I Unit Charge per POL
Service Type
Application Support I Counter Application Roll I 18 September 2009 I Price 283858.52 I Fixed Charges
Service (Fourth Out Complete (T6)
Line)
Reference Data Counter Application Roll I 18 September 2009 I Price 1,166 I Fixed Charges
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Operational Trigger Point (Code Planned Date Charge I Late Costto Post I Charge to be adjusted
Service given in Schedule B5, (as at CCN1246) element I Office (cost and (Operational Fixed
Annex 1, Part 1) margin) Charge or Operational
(for the purposes Unit Charge):
of the Operational
Charges) £ per calendar
month
Reconciliation Counter Application Roll I 18 September 2009 I Price 8,630 I Fixed Charges
Service Out Complete (T6)
Operational Counter Application Roll I 18 September 2009 I Price 31,368 I Fixed Charges
Business Change
(Branch Change)
Service
Systems
Management
Service
Service
Management
Service
Out Complete (T6)
Counter Application Roll
Out Complete (T6)
Counter Application Roll
Out Complete (T6)
Schedule D1 Annex C Version 6.0
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18 September 2009
18 September 2009
Cost
Price
Cost
Price
3.91
126.00
Price
0.176
Unit Charge per
Counter Position
Unit Charge per
Counter Position
Unit Charge per POL
Service Type
Unit Charge per Branch
Unit Charge per POL
Service Type
Unit Charge per Branch
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CONFIDENTIAL
ANNEX D
CCN SERVICE LIST
CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: which Provision
value charge per I Monthly
event Charge
first
becomes
payable
CCN641a I Disaster recovery for
Huthwaite Gateway:
Equipment rental £917.00 January Not
2003 indexed
Maintenance and support £2,223.63 January Subject to
2003 RPI
CCN733b I Automated Payments Client
Spec. for DVLNI
Equipment maintenance & £101.00 January Not
ISDN rental 2003 indexed
Administration & support £154.44 January Subject to
2003 RPI
CCN739 I Introduce Standard Life As An
AP Client With A Direct
Connection To Fujitsu
Services
Equipment maintenance & £101.00 January Not
ISDN rental 2003 Indexed
Administration & support £154.44 January Subject to
2003 RPI
CCN800 I Connection to Girobank
Disaster Recovery site
Equipment maintenance and I £94.00 January Not
ISDN rental 2003 indexed
Administration and support £153.54 January Subject to
2003 RPI
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CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: which Provision
value charge per I Monthly
event Charge
first
becomes
payable
Preparation and operation of Up to 10 Subject to
regular test (max two per man days RPI
year) at £772.55
per day
CON6O7 Changes to AP Client take-on
an vn 9
CCN1163 and Token Verification
services
Client Take on Facility January Subject to
2003 PPI
£2,110.85
Client Take on (regression) £1,214.37 February Subject to
Facility 2003 RPI
CCN832 I Introduce Quantrill as an APS
Client with a Direct Interface
to Fujitsu Services
Equipment maintenance and I £94.00 January Not
ISDN rental 2003 indexed
Administration and support £153.54 January Subject to
2003 RPI
CCN869b I Introduce AON Ltd as an APS
Client with a Direct Interface
to Fujitsu Services
Equipment maintenance £30.65 January Subject to
2003 RPI
ISDN Rental £69.00 January Not
2003 indexed
Administration and support £230.46 January Subject to
2003 RPI
CCN872 Introduce ESP as an APS
Client with a Direct Interface
to Fujitsu Services
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CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: which Provision
value charge per I Monthly
event Charge
first
becomes
payable
Equipment maintenance £30.65 January Subject to
2003 RPI
ISDN Rental £69.00 January Not
2003 indexed
Administration and support £230.46 January Subject to
2003 RPI
CCN937 Introduce First Rate as an
APS Client with a Direct
Interface to Fujitsu Services
Equipment maintenance £30.65 January Subject to
2003 RPI
ISDN Rental £69.00 January Not
2003 indexed
Administration and support £230.46 January Subject to
2003 RPI
CCN799 I Introduce DVLA as an APS
Client with a Direct Interface
to Fujitsu Services
Equipment maintenance and £94 January Not
ISDN rental 2003 indexed
Administration and support £204.70 January Subject to
2003 RPI
CCN972 I Introduce CAPO as an APS
Client with a Direct Interface
to Fujitsu Services
Equipment maintenance £60.36 January Subject to
2003 RPI
ISDN rental £130.33 January Not
2003 indexed
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CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: which Provision
value charge per I Monthly
event Charge
first
becomes
payable
Administration and support £193.36 January Subject to
2003 RPI
Annual DR test Up to 8 Subject to
man days RPI
at £772.55
per day
CCN1102 I Complete Introduction of
b National Savings and
Investments as an APS Client
Equipment maintenance and £181.90 August Not
ISDN rental 2003 indexed
Administration and support £313.20 August Subject to
2003 RPI
Annual Disaster Recovery Up to 5 Subject to
Test man days RPI
at £772.55
per day
CCN1120 I Complete introduction of
a Prudential as an APS Client
Equipment Maintenance £30.65 March Subject to
2004 RPI
ISDN Rental £69.00 March Not
2004 indexed
Administration and support £193.28 March Subject to
2004 RPI
CCN1138 I Introduction file transfer
interfaces to DES / EDG
Equipment Maintenance £48.25 October Subject to
2004 RPI
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CCN Description of charge Monthly Ad hoc Month in Indexation
charge services: which Provision
value charge per I Monthly
event Charge
first
becomes
payable
Administration and support £193.24 October Subject to
2004 RPI
Annual DR Test Up to 5 Subject to
man days RPI
at £772.55
per day
CCN1223 I Charges for execution of Up to 2 Subject to
Business Continuity tests man days RPI
at £772.55
per day
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ANNEX E
VARIATIONS IN MONTHLY CHARGES.
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Number of CCN.
Row Changed in
Annex B
(Description)
Value (£) of
Change
Effective Date of
Change
CCN1208
Unit Charge per
Counter Position for
the year 2007
Engineering Service;
£0.13
01/11/2006
CCN1202
Data Centre
Operations Service:
Fixed Charges
£5,517 per month
01/07/2007
CCN1202
Data Centre
Operations Service:
Unit Charge per 1%
Volume Forecast
Reduction
£27.59 per month
01/07/2007
CCN1213
-£0.03 per month
01/04/2007
CCN1219
£0.46 per month
01/01/2008
CCN1235a
Data Centre
Operations Service:
Fixed Charges
£1,427.74 per
month
01/10/2007
CCN1235a
Data Centre
Operations Service:
Unit Charge per 1%
Volume Forecast
Reduction
£7.13 per month
01/10/2007
CCN1235a
Central Network
Service: Fixed
Charges
£48.43 per month
01/10/2007
CCN1235a
Third Line Software
Support Service:
£1,843.44 per
month
01/10/2007
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Fixed Charges
CCN1243 Third Line Software I £1,132 per month 01/11/2008
Support Service:
Fixed Charges
CCN 1244a Branch Network £ 4,526.37 per 01/10/2008
Service: Fixed month
Charges
CCN 1244 CMT Service: £ 785.00 per month 01/01/2009
Fixed Charges
CCN1246 Data Centre Ops (£83,333 per 01/04/2008
Service: month)
Fixed Charges
CCN1246 Data Centre Ops ( minus £84,083 01/04/2009
Service: per month)
Fixed Charges
CCN 1253 Central Network £1,150.00 per 1 January 2008
Service: Fixed month
Charges
CCN 1252a Data Centre £20,640 per month 1 February 2009
Operations Service:
Fixed Charges
CCN 1252a Central Network £1,866 per month 1 February 2009
Service: Fixed
Charges
CCN 1252a Systems Management I £2,239 per month 1 February 2009
Service: Fixed
Charges
CCN 1252a Service Management I £6,219 per month 1 February 2009
Service: Fixed
Charges
CCN 1252a Security Management I £622 per month 1 February 2009
Service: Fixed Charge
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ANNEX F
VARIATIONS IN ENGINEERING SERVICE CHARGES
Incident Priority Change Change in £ per 1% Proportion Change to the Operational Unit Charge per Counter Position
("UC") and Margin Rate per Counter Position (if any) ("MR") in Financial Years ending 31 March:
From To 2007 I 2008 2009 2010 2011 2012 2013 I 2014 I 2015
uc uc uc MR uc MR uc MR uc MR uc uc uc
Priority B Priority A +0.36 I +0.40 I +0.34 I +0.09 I +0.31 I +0.07 I +0.32 I +0.08 I +0.34 I +0.08 I +0.46 I +0.49 I +0.52
Priority A Priority B -0.36 I -0.40 I -0.34 I -0.09 I -0.31 I -0.07 I -0.32 I -0.08 I -0.34 I -0.08 I -0.46 I -0.49 I -0.52
Priority B Priority C -0.33 I -0.37 I -0.30 I -0.09 I -0.33 I -0.09 I -0.34 I -0.10 I -0.36 I -0.10 I -0.50 I -0.54 I -0.58
Priority C Priority B +0.33 I +0.37 I +0.30 I +0.09 I +0.33 I +0.09 I +0.34 I +0.10 I +0.36 I +0.10 I +0.50 I +0.54 I +0.58
Priority C Priority A +0.70 I +0.76 I +0.67 I +0.20 I +0.65 I +0.18 I +0.70 I +0.19 I +0.73 I +0.20 I +0.98 I +1.04 I +1.10
Priority A Priority C -0.70 I -0.76 I -0.67 I -0.20 I -0.65 I -0.18 I -0.70 I -0.19 I -0.73 I -0.20 I -0.98 I -1.04 I -1.10
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Gain Share Payments Table
AANNEX G GAIN SHARE
Months falling within Financial Years ending 31 March:
CCN No. Month when 2007 2008 2009 2010 2011 2012 2013 2014 2015
Gain Share
payments Gain Share payments in £ per month
commence:
CCN1204a April 2008 . 34,948 14,252 12,131 6,770 6,214 -6,870 -4,052
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CCN1204a referred to in the table above relates to Post Office's initial order for 10,000 replacement counter printers. The Parties anticipate that Post Office
may, in its discretion, order additional counter printers and that, when the changes to the Agreement necessary in respect of such additional printers are
introduced under the Change Control Procedure, adjustments will be made in respect of the figures in the table above so that they are all positive. In the
event that no further printers are ordered by Post Office, beyond the initial order for 10,000 printers, the negative figures in the table above represent amounts
that shall be paid on a monthly basis in the Financial Years in question by Fujitsu Services to Post Office. The above figures have been calculated on the
basis of an agreed estimate of the value of consumables which will be required in respect of the replacement counter printers and therefore, on or about 1
April 2008, Post Office and Fujitsu Services shall review the above Gain Share payments in the light of the actual cost of such consumables and those
payments may be amended by agreement between Post Office and Fujitsu Services (such agreement not to be unreasonably withheld or delayed by either
party) in accordance with Change Control Procedure.
Months falling within Financial Years ending 31 March:
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CCN No. Month when 2007 2008 2009 2010 2011 2012 2013 2014 2015
Gain Share
payments Gain Share payments in £ per month
commence:
coNt212 April 2008 71,633 19,407 21,188 23,171 22,862 12,443 19,367
CCN1212 referred to in the table above relates to Post Office's additional order for 16,000 replacement counter printers. The above figures have been
calculated on the basis of an agreed estimate of the value of consumables which will be required in respect of the replacement counter printers and therefore,
on or about 1 April 2008, Post Office and Fujitsu Services shall review the above Gain Share payments in the light of the actual cost of such consumables and
those payments may be amended by agreement between Post Office and Fujitsu Services (such agreement not to be unreasonably withheld or delayed by
either party) in accordance with Change Control Procedure
Months falling within Financial Years ending 31 March:
CCN No. Month when 2007 2008 2009 2010 2011 2012 2013 2014 2015
Gain Share
payments Gain Share payments in £ per month
commence:
coNt213 April 2008 4,947 6,773 1,777 8,965 8,814 3,547 7,184
CCN1213 referred to in the table above relates to Post Office's additional order for 9,000 replacement counter printers. The above figures
calculated on the basis of an agrt
either party) in accordance with Change Control Procedure.
Months falling within Financial Years ending 31 March:
eed estimate of the value of consumables which will be required in respect of the replacement counter printers an
on or about 1 April 2008, Post Office and Fujitsu Services shall review the above Gain Share payments in the light of the actual cost of such consu!
those payments may be amended by agreement between Post Office and Fujitsu Services (such agreement not to be unreasonably withheld or
have been
id therefore,
imables and
delayed by
CCN No.
Month when
Gain Share
2007
2008
2009
2010
2011
2012
2013
2014
2015
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Gain Share payments in £ per month
CCN1219
January 2008
-9,766
-2,650
1,591
1,650
1,619
1,805
1,777
1,996
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Version History
SCHEDULE D2
ORDERING INVOICING AND PAYMENT
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN 1200
2.0 25/01/07 Baseline copy of 1.2
3.0 09/07/07 Baseline copy of 2.1
4.0 23/02/09 Baseline copy of 3.1
6.0 16/06/09 Moving all schedules to V6.0 as agreed with Fujitsu
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SCHEDULE D2
ORDERING INVOICING AND PAYMENT
1. PURPOSE
141 This Schedule sets out the procedures for:
44
4.2
43
1.1.4 the ordering of Call Off Services;
1.1.2 the ordering of Consumables;
1.1.3 the ordering of Work Packages;
1.1.4 the raising and issuing of invoices by Fujitsu Services; and
1.1.5 the payment of all invoices by Post Office.
ORDERING OF CALL OFF SERVICES
The ordering process and ordering points for each Call Off Service shall be as set out
in Service Description for that Service.
ORDERING OF POST OFFICE CONSUMABLES.
In the event that Post Office exercises its option to obtain Consumables from Fujitsu
Services, Post Office shall inform Fujitsu Services of the nominated ordering point(s)
for ordering such Consumables. The terms and conditions on which such
Consumables are supplied are set out in Clause 14.
ORDERING OF WORK PACKAGES
All Work Packages and Work Package Elements must be ordered by means of one or
more Work Orders.
A Work Order consists of:
4.2.1 the Agreed Form Commercial Terms signed by both Parties in accordance
with this Schedule D2, being a single document comprising:
(a) agreed Commercial Terms; and
(b) an agreed description of the Work Package or Work Package
Element which is the subject of the Work Order;
4.2.2 a Purchase Order issued by Post Office; and, where required,
4.2.3 asigned CCN in accordance with paragraph 4.6.
The description of a Work Package comprising only Professional Services may consist
solely of a description of:
4.3.1 the number of man days of effort by grade;
4.3.2 the start and end dates required; and
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4.4
45
4.6
5.1
5.2
5.3
4.3.3 the nature of the task enabling the appropriate skill set to be identified.
The Commercial Terms for a Work Package or Work Package Element shall specify:
441 the terms and conditions, or in the case of Development Services, the set of
Agreed Form Terms & Conditions which shall apply to that Work Package
Element and any variations applicable to the Work Package or Work
Package Element in question;
44.2 any conditions to which the conclusion of the Work Order will be subject (for
example, any dependencies on the Post Office, and any acceptance
criteria);
4.4.3. any estimated resources which will be required;
4.4.4 the gross price of the Work Package or Work Package Element;
44.5 where required, the number of the related CCN; and
4.4.6 the offer expiry date (the "Expiry Date").
Where a Work Package is broken down into a number of constituent Work Package
Elements, a master Agreed Form Commercial Terms may be agreed for the Work
Package as a whole so that the Work Orders for its individual Work Package Elements
may incorporate, or be made subject to, such master Agreed Form Commercial Terms
by reference.
Where the carrying out of a Work Order would require an amendment to this
Agreement, the related CCN must be agreed by the Parties and signed before the
Work Order is placed.
PROCESS FOR AGREEING WORK ORDERS, MAJOR CHANGES TO WORK
ORDERS AND ADMINISTRATION
The process for agreeing Work Orders set out in this Schedule D2 and, in relation to
Development Services, also in Schedule B1.1:
5.1.1 may be used, subject to paragraph 5.2, for ordering any goods and services
as the Parties so agree; and
5.1.2 shall be used for ordering the Development Services referred to in paragraph
3.1 of Schedule B1.1. Unless agreed otherwise by the Parties in the
Commercial Relationship, the Work Ordering Procedure shall be the only
method by which Development Services can be procured by Post Office
from Fujitsu Services.
Work Orders shall not be used for:
5.2.1 Operational Business Change (except for multiple Operational Business
Changes that the Parties wish to undertake in a single exercise);
5.2.2 work required in respect of subject information requests under the Data
Protection Act 1998, as to which the provisions of paragraph 2.4.7 of
Schedule A4 shall apply; or
5.2.3 Consumables.
The processes set out in Schedule B1.1 and this Schedule D2 are subject to the
governance arrangements set out in Schedule A2.
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54
5.5
5.6
5.7
5.8
5.9
Requests for Work Packages, Agreed Form Commercial Terms and Purchase Orders
shall be sent by Post Office to the address notified to it by Fujitsu Services in
accordance with Clause 57 or as otherwise agreed by the Parties.
Proposals for Work Packages and Agreed Form Commercial Terms shall be sent by
Fujitsu Services to the Post Office Change Control Manager.
Fujitsu Services’ authorised representative shall, subject to paragraph §.7, within three
weeks of receipt of a request for a Work Package from Post Office in accordance with
paragraph 5.4 or where this is not possible, within such other reasonable timeframe as
Fujitsu Services may notify the Post Office Change Control Manager, offer to carry out
Work Packages on the Commercial Terms by signing a proposed Agreed Form Terms
& Conditions in relation thereto and delivering it to the Post Office Change Control
Manager, 3rdFloor, 148Old Street, London, EC1V 9HQ. If a CCN is required, a copy
of the completed CCN signed by Fujitsu Services shall accompany the proposed
Agreed Form Commercial Terms. The offer may be taken up by Post Office in the
manner described in paragraph 5.8 up to midnight on the Expiry Date.
In relation to any requests for a Work Package that involve software development
received from Post Office in accordance with paragraph 5.4 that, in order to provide a
detailed response, would require analysis to be undertaken by Fujitsu Services after
31 March 2010, Fujitsu Services’ obligation under paragraph 5.6 shall be for its
authorised representative to provide Post Office within three weeks of receipt of that
Work Package request with a high level response indicating the charges that would be
payable by Post Office to Fujitsu Services for providing a detailed response to the
Work Package request. Such high level response shall set out:
5.7.1 the number of man days of effort required by grade;
5.7.2 _ lead times, start and end dates for the work required; and
5.7.3 the nature of the task envisaged, to enable the appropriate skill set to be
identified.
Following review of such high level response, Post Office shall, within a reasonable
period, notify Fujitsu Services whether it wishes Fujitsu Services to respond to the
request for Work Package on the terms proposed by Fujitsu Services (or such other
terms as the Parties may agree) and if so shall authorise Fujitsu Services to produce a
detailed response on those terms and otherwise in accordance with paragraph 5.6.
To place the Work Order for the Work Package on the basis of the Commercial
Terms, Post Office Change Control Manager shall:
5.8.1 _counter-sign the proposed Agreed Form Terms & Conditions;
5.8.2 where a CCNis required, counter-sign the CCN;
5.8.3 raise a Purchase Order in the amount of the gross price for the Work
Package or Work Package Element and enter the Purchase Order number
on to the signature sheet of the Agreed Form Terms & Conditions; and
5.8.4 deliver them to Fujitsu Services at the address referred to in paragraph 5.4
before midnight on the Expiry Date.
If a Work Order is received after the Expiry Date, Fujitsu Services may return the Work
Order to Post Office within five Working Days clearly marked "rejected", in which case
it shall be of no effect. If not so returned, it shall be deemed accepted notwithstanding
that it was received after the Expiry Date.
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5.10
5.11
5.12
5.13
6.1
If following the placing of a Work Order one or other Party discovers that it involves
changes to the Agreement such that a CCN should have been agreed beforehand,
that Party shall notify the other immediately and the Commercial Leads shall discuss
the matter as soon as possible. If the Parties are unable to agree a CCN or a
restriction of scope of the Work Order to avoid the need for a CCN, the Work Order
shall be suspended and the costs committed on the Work Order up to that date shall
be apportioned between the Parties equally.
Except where some other basis of charging has been agreed in the relevant
Commercial Terms, actual charges in relation to Work Orders in respect of Work
Packages for Development Services shall be calculated in accordance with paragraph
8 of Schedule D1 on the basis of actual hours recorded.
Changes to the description of a Work Package or Work Package Element, the
Commercial Terms or other documents in approved form that are the subject of or
incorporated in a Work Order that do not involve:
5.12.1 anetincrease to the relevant budget;
5.12.2 an overall extension of Release timescales; or
5.12.3 any significant increase to the risks assumed by Fujitsu Services or Post
Office in the delivery or receipt of Services, prospective Services or the
performance of work pursuant to a Work Order,
may be made in accordance with the Change Control Procedure.
The following provisions shall apply in relation to changes to the description of a Work
Package or Work Package Element, the Commercial Terms or other documents in
approved form that are the subject of or incorporated in a Work Order (the "Original
Work Order’) that cannot be made in accordance with paragraph 5.12:
5.13.1 the request by Post Office or proposal by Fujitsu Services for that change
shall be dealt with in the same manner and in the same timescales as a
Tequest or proposal for Work Package, as described in paragraphs 5.1 to
5.9; and
5.13.2 the outcome of that request or proposal shall, if the change is approved by
both Parties, be a new Work Order related to the Original Work Order.
FREQUENCY AND TIMING OF INVOICES
Schedule D1 Monthly Charges
6.1.1 Fujitsu Services shall raise invoices calendar monthly in arrear for the:
Operational Charges; the PostShop Service Charges; the pre-paid
Development Charges set out in paragraph 10.1 of Schedule D1; the
Charges for Fujitsu Services’ members of the SIP set out in paragraph 11 of
Schedule D1; the Gain Share payments set out in Annex G to Schedule D1;
and the Charges for Hardware set out in paragraph 15 of Schedule D1.
6.1.2 Additionally, Fujitsu Services shall raise invoices for the Charges set out in
following paragraphs of Schedule D1 as they arise, calendar monthly in
arrear: 3.1 (Charges for margin protection); 5.9 (Charges for CCN services);
7, other than paragraph 7.1 (Charges for Call Off Services); 12 (Charges for
Transfer Services); 13 (Charges for capacity additions) and 14 (Charges for
additional Paypoles and PIN Pads).
6.1.3 For the purposes of this Schedule D2 each calendar month shall constitute
an “Invoicing Period” and each Invoicing Period shall commence on the first
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(1st) day of the relevant calendar month and end on the last day of that
calendar month.
6.2 Operational Business Change (Branch Change) Service
Fujitsu Services shall raise invoices for the Charges for the Operational Business
Change (Branch Change) Service under paragraph 7.1 of Schedule D1 quarterly in
arrear.
6.3 Third Party Management Services
Unless the Parties agree otherwise in the relevant CCN, Fujitsu Services shall invoice
calendar monthly in arrear for its Charges in respect of each addition to the Third
Party Management Service introduced under the Change Control Procedure.
6.4 Work Orders
6.4.1 Fujitsu Services shall raise invoices for Work Orders in accordance with the
charging mechanism and payment schedule set out in the applicable
Commercial Terms.
6.4.2 In the event that the Commercial Terms do not contain this information:
(a) payment for Work Orders where the Work Package or Work
Package Element consists of the provision of Professional
Services shall be made monthly as each month's work is
completed;
() payment for other Work Orders shall be made once the Work
Package or Work Package Element has been completed and Post
Office has confirmed in writing that all specified acceptance criteria
have been satisfied; and
) the payment terms set out in paragraph 10 shall apply to any such
payment.
6.4.3 A Work Order (but not any CCN forming part of that Work Order) shall be
deemed to be “closed”;
(a) when:
0) the Work Package or Work Package Element which is
the subject matter of that Work Order has been
completed and, if acceptance criteria are specified in the
Work Order, Post Office has confirmed in writing that alll
those criteria have been satisfied; or
(ii) Post Office terminates or cancels the Work Order (where
itis entitled to do so); or
(ii) any specified period for carrying out the work in the Work
Order expires; and
) when Fujitsu Services has confirmed in wiiting that all invoices for
that Work Order (which will be listed by Fujitsu Services) have
been raised; and
) when Post Office has confirmed in writing that none of those
invoices are disputed,
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65
66
6.7
7A
Tm
7.3
6.4.4 Once a Work Order has been closed no further invoices may be raised for
that Work Order. Invoices may continue to be raised for any Charges due to
be paid in respect of any CCN forming part of a closed Work Order.
Consumables
Fujitsu Services shall raise invoices for Consumables following the acceptance of the
Consumables by Post Office's designated delivery point.
Other amounts
To the extent not otherwise provided for under paragraph 6, Fujitsu Services shall
raise invoices for any Charges, reimbursement of costs and/or expenses and/or other
amounts due under this Agreement in accordance with the relevant provisions of this
Agreement. Payment in respect of the reimbursement of any costs and/or expenses
incurred by Fujitsu Services (together with any margin thereon to which Fujitsu
Services is entitled) shall be due once such costs and/or expenses have been
incurred by Fujitsu Services and subject to paragraph 10.2.
Discrete invoices and Delivery Point
Fujitsu Services shall invoice separately for each of the above and deliver all invoices
and credit notes as scanned documents electronically to:
POLContractManagement@royalmail.com For the avoidance of doubt, paper copies
will not be sent to Post Office Ltd.
INVOICE DESIGN
Fujitsu Services shall ensure that the invoice design conforms to the Customs and
Excise requirements for VAT purposes.
The Charges on each invoice shall be exclusive of VAT and the VAT shown as a
separate amount and the prevailing rate expressed in percentage terms. The total
sum payable inclusive of VAT must also be shown.
Fujitsu Services shall include, as a minimum, the following information on each invoice
submitted:
7.3.1 invoice date;
7.3.2 such Purchase Order number as may have been supplied by Post Office to
Fujitsu Services;
7.3.3 Work Package number (if relevant);
7.3.4 Invoicing Period;
7.3.5 Fujitsu Services’ address and reference number for ACT purposes;
7.3.6 Fujitsu Services’ VAT number;
7.3.7 the Post Office invoice address;
7.3.8 the total charge per Service;
7.3.9 discounts for early invoice settlement; and
7.3.10 other adjustments made.
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74
75
91
9.2
9.3
9.4
10.1
10.2
Fujitsu Services shall separately identify the amount charged in respect of each
individual Operational Charge in the Operational Charges Table in Annex B to
Schedule D1 on each invoice raised and shall supply supporting information to explain
all adjustments made in accordance with Schedule D1.
Fujitsu Services shall include on each invoice for Operational Business Change those
additional invoice details set out in the CCD entitled “Operational Business Change —
Branch, Service Descriptions and Schedule of Service Prices" (CS/PDN/015).
APPLICATION OF LIQUIDATED DAMAGES AND POST OFFICE ADDITIONAL
COSTS
Payment of liquidated damages and Post Office Additional Costs shall be dealt with by
the issue of credit notes (or, at Post Office’s discretion, the payment of cash) in the
manner set out in Clause 18.
FINAL YEAR RETENTION
For the penultimate and pre-penultimate invoices in the final three months of this
Agreement, Fujitsu Services shall:
9.1.1 submit to Post Office documentation supporting 100% (one hundred
percent) of the Charges payable in accordance with this Schedule; and
9.1.2 submit to Post Office an invoice equal to 80% (eighty percent) of the
Charges calculated in accordance with sub-paragraph 9.1.1 above (the
balance of 20% being referred to in this paragraph 9 as a “Retention’).
Post Office shall pay to Fujitsu Services the value of the invoice submitted in
accordance with sub-paragraph 9.1.2 plus VAT at the prevailing rate.
The final invoice for the final Financial Year of the Agreement shall include:
9.3.1 acalculation of all moneys outstanding to Fujitsu Services (including the two
Retentions referred to in paragraph 9.1.2);
9.3.2 less any adjustments in respect of discounts and remedies;
9.3.3 plus an amount equal to interest on the Retentions at a rate per annum
equal to LIBOR plus 1 per cent for the periods of the Retentions;
9.3.4 plus VAT at the prevailing rate.
Post Office shall pay to Fujitsu Services the value of the invoice submitted in
accordance with paragraph 9.3.
PAYMENT OF INVOICES
The Contract Manager shall review the invoices and shall authorise valid invoices for
payment.
Payment of Charges in relation to the Services, HNG-X Development and Associated
Change Development performed under this Agreement and any other amounts duly
payable by Post Office under this Agreement shall be made within 30 days (or such
other period as is specified in this Agreement in respect of a particular Charge or other
amount duly payable) after:
10.2.1 receipt by Post Office (at its nominated address for invoices) of an invoice for
such amounts which complies with paragraph 7 and is validly raised in
accordance with paragraph 6; or
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10.3
10.4
14
13.1
13.2
10.2.2 _ in the case of an invoice for such amounts which complies with paragraph 7
and is submitted early in accordance with paragraph 10.3, the date that
invoice could have been validly raised in accordance with paragraph 6.
Each invoice may be submitted by Fujitsu Services to Post Office’s nominated
address for invoices no earlier than one week before it may be validly raised in
accordance with paragraph 6.
Payments will be made by Post Office to Fujitsu Services by Automated Credit
Transfer (ACT) unless otherwise specified by Post Office.
REPORTS TO THE POST OFFICE
Fujitsu Services shall use reasonable endeavours to provide, within 21 days of the
end of each month, a report to Post Office showing the current status as at the end of
that month of all current Work Orders and invoices relating to them. These reports will
be sent as scanned documents electronically to
POLContractManagement¢_ “}and paper copies will not be sent. (For this
purpose, a Work Order shail be current if Fujitsu Services expects to raise future
invoices relating to it, or if there are invoices raised and not yet paid relating to it).
This report shall be in the form of a spreadsheet and shall show for each current Work
Order:
11.1.1. invoices raised and paid, with amounts, dates of invoice, dates of payment
and relevant Purchase Order number;
11.1.2 invoices raised and not yet paid with amounts, dates of invoice, due dates of
payment and relevant Purchase Order number;
11.1.3 invoices disputed with amounts, dates of invoice and relevant Purchase
Order number; and
11.1.4. forecast amounts, dates of future invoices and relevant Purchase Order
number (if relevant).
DISPUTES ARISING FROM INVOICES
In the event of any dispute relating to an invoice, either Party may invoke the Dispute
Resolution Procedure.
ASSOCIATED DOCUMENTS
The following CCDs are associated with this Schedule D2:
Document Document Title
Reference
1 CS/PDN/015 Operational Business Change — Branch, Service
Descriptions and Schedule of Service Prices
2 BP/STD/003 Standard Terms and Conditions for Work Orders
There are no CRDs associated with this Schedule D2.
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SCHEDULE D3
GAIN SHARE
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN
1200
6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu
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SCHEDULE D3
GAIN SHARE
1. INTRODUCTION
14 Where, in accordance with the provisions of this Agreement, in particular those
relating to the governance and functions of the SIP set out in Schedules A2 and
B1.2, the Parties agree to share the benefit resulting from a cost saving initiative
or future development work:
Wt the principles set out in this Schedule D3 (referred to in this
Agreement as "Gain Share") shall govern the arrangements for
sharing that benefit; and
1.1.2 the details of the arrangement shall be agreed on a case by case
basis under a CCN or Work Order or otherwise agreed in writing.
2. BENEFITS ELIGIBLE FOR GAIN SHARE
24 The benefits from future initiatives or developments that shall be eligible for Gain
Share (subject to agreement in accordance with paragraph 1.1.2) ("Benefits") are
as follows:
2.1.1. net savings in Fujitsu Services’ costs of delivering the HNG-X
Services:
(a) excluding those resulting from any Partial
Termination;
(b) excluding those resulting from measures taken by
Fujitsu Services to reduce the costs in its business
generally (except to the extent those measures have
been taken specifically in order to generate savings
in the provision of Services to Post Office);
(©) __ as adjusted to allow for variations in the number of
Branches, Counter Positions and all other variables
referred to in Schedule D1; and
(4) subject to paragraph 5.3, achieved without changing
the HNG-X Services, the Service Levels or other
provisions of this Agreement;
2.1.2 net savings in Post Office's costs, achieved by involving the SIP, in
respect of future IT developments;
2.1.3 net savings in Post Office's non-IT costs that result from initiatives
brought to the SIP by Fujitsu Services; and
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2.1.4 Post Office's increase in profits or reduction in losses arising from
new additional revenues from product developments that result from
initiatives brought to the SIP by Fujitsu Services. This shall be net of
any contribution that is displaced by the new product.
2.2 Where the Parties identify potential initiatives or developments that may result in
Benefits arising:
2.2.1
2.2.2
the most appropriate Party shall produce a reasonably detailed
business case in writing analysing the potential initiative or
development, amounts proposed for investment and the potential
Benefits arising. Information from each Party required to produce
such a business case that is obtainable through operation of the
provisions of Schedule D4 shall be used in such business case; and
such business case shall be presented to the Systems Integration
Partnership and Executive Relationship at the earliest opportunity
which shall be responsible for determining as soon as reasonably
practicable whether and how to implement the relevant initiative or
development. The Parties shall only proceed with an initiative or
development where they agree that sufficient Benefits will arise from
the relevant initiative or development to provide an adequate return to
enable each Party to obtain approval for their respective business
cases in accordance with internal policies then in force.
2.3 In relation to Benefits within the scope of paragraphs 2.1.2, 2.1.3 or 2.1.4, these
shall only be shared by the Parties if the initiative or development work in
question is included in the Working Document managed by the Systems
Integration Partnership and Executive Relationship referred to in Annex 1 to
Schedule A2.
3. PAYMENT/CREDIT
34 Benefits may be apportioned between the Parties by:
3.44 sharing (in accordance with the principles set out in this Schedule) the
Page 3 of 7
cost savings that arise from the cost saving initiative or development
in question and:
(a) _ inthe case of cost savings made by Fujitsu Services,
reducing the Charges under the Change Control
Procedure to reflect Post Office's share of those cost
savings; and/or
(b) in the case of cost savings made by Post Office,
agreeing the payments that will be made by Post
Office to Fujitsu Services to reflect Fujitsu Services’
share of those savings,
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3.2
3.3
3.4
44
4.2
in each case, provided that each party has carried out those actions
that it agreed to undertake in order to achieve the relevant Benefits;
and/or
3.1.2 sharing (in accordance with the principles set out in this Schedule)
Post Office's increase in profits or reduction in losses atising from
new additional revenues that result from the initiative or future
development in question.
If the Parties agree that paragraph 3.1.1(b) or 3.1.2 apply, Post Office shall pay
Fujitsu Services’ agreed share of the Benefits which, unless otherwise agreed,
shall be invoiced monthly in arrear in accordance with the provisions of Schedule
D2.
The amount of the Benefits from each initiative or development available for Gain
Share by each Party shall be ascertained in accordance with the provisions of
Schedule D4.
Any agreed share of Benefits duly payable to Fujitsu Services under this
Schedule D3 shall continue beyond termination or expiry of the entire
Agreement, and the Open Book provisions in Schedule D4 shall continue to
apply to enable verification of the Benefits available.
GAIN SHARE PRINCIPLES
Subject to paragraph 5, the Benefits resulting from each initiative or development
shall be shared between the Parties according to the following principles:
Investment Recovery
4.21 Each Party shall be entitled to recover:
(a) __ its actual investment in the initiative or development;
plus
(b) sufficient additional amounts to deliver an internal
rate of return equal to the official Bank of England
rate plus 2% per annum,
to the extent the aggregate of (a) and (b) is less than or equal to the
Benefits (such amount being the “Investment Recovery’).
4.2.2 Investment Recovery by each Party shall be achieved over the life of
the assets acquired for the initiative or development or the duration of
the initiative or development (as applicable) and shall be phased such
that Investment Recovery is paid for out of the Benefits.
4.2.3 The amount of the Benefits utilised for Investment Recovery shall (if
possible) be a fixed proportion (to be agreed on a case by case basis)
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4.2.4
of the Benefits in each of the years over the life of the assets acquired
for the initiative or development or the duration of the initiative or
development (as applicable),
Each Party's Investment Recovery as a share of the Benefits shall be
in proportion to the amount actually invested by that Party in the
initiative or development as compared to the amount actually invested
by the other Party in that initiative or development.
43 Additional Benefits
4.3.1
4.3.2
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Subject to paragraph 4.4.1, where Fujitsu Services provides actual
investment entitling it to an Investment Recovery under paragraph
4.2, the proportion of the Benefits remaining after that allocated for
Investment Recovery in accordance with paragraph 4.2 (“Additional
Benefits") shall, subject to paragraph 4.3.2, be allocated between the
Parties as follows:
(a) in the first twelve calendar months of Investment
Recovery, Additional Benefits shall be allocated 70%
to Fujitsu Services and 30% to Post Office;
(b) in the twelve calendar months after (a), Additional
Benefits shall be allocated 50% to Fujitsu Services
and 50% to Post Office;
() in the twelve calendar months after (b), Additional
Benefits shall be allocated 30% to Fujitsu Services
and 70% to Post Office; and
(d) in subsequent years all Additional Benefits shall be
allocated to Post Office.
If the initiative or development in question is implemented in stages or
is phased, the Additional Benefits resulting from each such stage or
phase shall be treated separately and shared in accordance with the
provisions above in this paragraph 4.3 with effect from the date of
implementation of that stage or phase.
If Fujitsu Services’ anticipated return, being calculated as the internal
rate of return of a cash flow at constant prices (i.e. without adjustment
for inflation) and before tax, comprising (i) its investment (as a
negative amount) and (ji) its Investment Recovery and (ii) its share of
the Additional Benefits (each of (ii) and (iii) as positive amounts):
(a) is less than 13% per annum then Fujitsu Services’
share of the Additional Benefits shall be increased
and Post Office's share decreased such that Fujitsu
Services’ total return on investment is above its
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anticipated total return on investment but no more
than the lesser of:
0) 13% per annum; and
(ii) the level at which Fujitsu Services’ and Post Office’s
similarly calculated anticipated total internal rates of
return on investment are equal; or
(b) exceeds 30% per annum then Fujitsu Services’
share of the Additional Benefits shall be decreased
and Post Office's share increased such that Fujitsu
Services’ total return on investment is equal to 30%
per annum.
In the case of both (a) and (b) any such adjustments to the share of
Additional Benefits will be on a basis that takes into account the years
in which the investment is made and the extent of investment made in
each year.
44 Alternative Approach
4.41
4.4.2
4.4.3
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Where Fujitsu Services does not provide any actual investment
entitling it to an Investment Recovery in relation to an initiative or
development resulting in Benefits or if the application of the principles
set out in this paragraph 4.4 in respect of any Additional Benefits
would result in Fujitsu Services having a greater share of those
Additional Benefits than it would do under paragraph 4.3, then the
principles set out in this paragraph 4.4 shall apply instead of those in
paragraph 4.3.
In relation to each initiative or development resulting in Benefits, any
Additional Benefits (which, if Fujitsu Services does not provide any
actual investment, shall be the proportion of the Benefits remaining
after that allocated for Investment Recovery to Post Office only) shall
be allocated between the Parties as follows:
(a) in the first thirty six calendar months of Investment
Recovery, Additional Benefits shall be allocated 10%
to Fujitsu Services and 90% to Post Office; and
(b) in subsequent years all Additional Benefits shall be allocated
to Post Office.
If the initiative or development in question is implemented in stages or
is phased, the Additional Benefits resulting from each such stage or
phase shall be treated separately and shared in accordance with the
provisions above in this paragraph 4.4 with effect from the date of
implementation of that stage or phase.
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45
54
5.2
5.3
61
6.2
For Benefits of the type described in paragraph 2.1.1, if during the periods
referred to in paragraphs 4.3.1(a) to (c) (inclusive) and 4.4.2(a) in which
Additional Benefits are apportioned (as adjusted in accordance with paragraph
4.3.2, where applicable) it is established through Benchmarking that the Charges
for delivering an HNG-X Service (excluding the Gain Share payments (if any) in
respect of that HNG-X Service) are above the target price range (as described in
paragraph 3.8 of Schedule D6) the Gain Share payments being made to Fujitsu
Services in respect of that HNG-X Service shall cease.
ALTERNATIVE GAIN SHARE APPROACHES.
The Parties acknowledge and agree that the Gain Share principles set out in this
Schedule in relation to the Benefits eligible for Gain Share and the means of
sharing those benefits may not be applicable or appropriate to every Gain Share
initiative or development.
Each Party shall consider and shall not unreasonably withhold or delay its
agreement to any reasonable modified or altemative Gain Share arrangement
proposed by the other Party in relation to a particular initiative or development.
Such matters shall be dealt with by the Systems Integration Partnership and
Executive Relationship.
The parties acknowledge and agree that in exceptional circumstances it may be
beneficial to consider proposals which generate savings in the Charges but only
if the HNG-X Services, Service Levels or other provisions of this Agreement are
changed. Any Gain Share payable in such cases shall be agreed on a case by
case basis following the general approach set out above.
ASSOCIATED DOCUMENTS
There are no CCDs associated with this Schedule D3.
There are no CRDs associated with this Schedule D3.
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SCHEDULE D4
OPEN BOOK
Version History
1.0 31/08/06 Agreed version as at date of signature of CCN
1200
11 26/09/06 Minor corrections by PO.
1.2 11/10/06 Further minor corrections from FS
2.0 25/01/07 Baseline copy of 1.2
6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu
Deleted: 2
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SCHEDULE D4
OPEN BOOK
1. INTRODUCTION
1.1 The purpose of this Schedule D4 is to define and set out the principles of Open Book
cost verification and reporting in relation to HNG-X Development Charges and Migration
Charges.
1.2 Fujitsu Services warrants to Post Office that the HNG-X Baseline Open Book
Information is, and undertakes that all other information supplied pursuant to this
Schedule D4 will be, to the best of the knowledge and belief of Fujitsu Services, having
taken reasonable steps to verify the same, true, accurate and not misleading as at the
date at which it is supplied and prepared on the same basis, and with the same data, as
used by Fujitsu Services for its own accounting records and planning processes.
1.3 Open Book will apply to any information which Post Office reasonably requests to:
1.3.1
1.3.2
1.3.3
1.3.4
1.3.5
verify any proposed vatiations to the Charges, prior to agreement to such
variations under the Change Control Procedure and limited to those items which
relate to the parts of the Charges intended to be amended;
investigate through the SIP all cost reduction opportunities, either as part of a
specific project or as part of a review of business and technical strategies;
verify that cost savings generated that will be eligible for Gain Share are being
stated accurately and in full (including in relation to the amount of Benefits);
verify the Migration Charges;
verify the costs of reinstatement of Horizon Applications in Branches, where
Fujitsu Services is entitled to charge Post Office for such costs under Clause
47.13.2; and
verify the following:
(a) costs associated with the procurement of associated activities from
third parties in accordance with paragraph 5.2 of Schedule At (if
Fujitsu Services is appointed as the Preferred Systems Integrator);
(b) charge to Post Office of the Fujitsu Service Cost, as referred to in
paragraph 2.1.1 of Schedule A4;
C) additional Operational Charges in the period from 31 March 2010 if
Project HNG-X is terminated for convenience, as referred to in
paragraph 6.2 of Schedule D1;
Schedule D4 Version 5.0
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(a)
(e)
()
(9)
(h)
0)
ti)
(Ky)
the basis of any fixed price proposed by Fujitsu Services for
Development Services (prior to agreement upon such price) as
referred to in paragraph 10.9 of Schedule D1;
cost to Fujitsu Services of employment of Fujitsu Services SIP
Team Members, as referred to in paragraph 11.1 of Schedule D1;
costs incurred by Fujitsu Services as a result of a Design Limit
being exceeded as referred to in paragraph 13.3 of Schedule D1;
the basis of any fixed price proposed by Fujitsu Services for
enhancements to the Infrastructure (prior to agreement upon such
price) as referred to in paragraph 13.4.2 of Schedule D1;
the adjustment in costs incurred by Fujitsu Services as a result of
the applicable limits on the volumes of monthly calls to the Service
Desk being exceeded or not being reached as referred to in
paragraph 2.4.2.1 of the CCD entitled "Service Desk: Service
Description" (SVM/SDM/SD/0001);
the adjustment in costs incurred by Fujitsu Services as a result of
any increase to the percentage of Incidents logged via a Web
Interface as referred to in paragraph 2.4.2.3 of the "Service Desk:
Service Description” (SVM/SDM/SD/0001);
the basis of any price proposed in connection with a proposed
change to a level of service as referred to in paragraph 2.4.2.4 of
the CCD entitled “Service Desk: Service Description"
(SVM/SDM/SD/0001); and
the costs associated with an extension pursuant to Clause 10.8 of
the PostShop Service, as the basis for revising the Charges for the
PostShop Service pursuant to that Clause.
1.4. Any information requested by Post Office in accordance with this Schedule D4 shall be
provided by Fujitsu Services in relation to the costs, Charges or prices in question:
1.4.1 subject to paragraph 2.1, in a form which reasonably demonstrates the basis
upon which the costs have been or are forecast to be incurred by Fujitsu
Services.
1.4.2 in the form of such financial, accounting and other information as Post Office
may reasonably require to verify those costs; and
1.4.3 as soon as reasonably practicable.
1.5 Where the cost item to be verified in accordance with this Schedule D4 relates to a
product or service which is to be provided by Fujitsu Services in the performance of its
obligations under this Agreement and such product or service is procured from within
Schedule D4 Version §.0
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the Fujitsu Services Group, Fujitsu Services shall provide a certificate executed by
Fujitsu Services’ Chief Financial Officer confirming that:
1.5.1 such product or service has been provided within the Fujitsu Services Group on
a break-even basis; and
1.5.2 the costs of such products or services, as reflected in the Charges to Post
Office, are consistent with those that are or would be reflected in the charges to
other customers of Fujitsu Services if such customers do or were to receive the
benefit of the same or substantially similar products or services.
2. COST INFORMATION IN RELATION TO VARIED CHARGES
2.1 For the purpose set out in paragraph 1.3.1, the information that Post Office shall be
entitled to request from Fujitsu Services shall be:
2.1.1 in relation to any proposed variations of any of the following services, the
following cost information:
(a)
(b)
()
Schedule D4 Version §.0
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Service Desk Service
@
(i)
(ii
(v)
(v)
Total headcount;
Total number of help desk workstations;
Total headcount related costs and itemisation of what
these comprise;
‘Seat! costs, for example the software, hardware, support
and maintenance required to provide the Horizon Service
Desk environment; and
Service management headcount and headcount costs.
Engineering Service
0)
ti)
(i)
w)
(v)
Cost of repairs;
Number of engineering visits;
Total cost of engineering visit;
Total cost of router and battery deployment and portable
appliance testing; and
Service management headcount and headcount costs.
Operational Business Change (Branch Change) Service
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(a)
(e)
()
(9)
Schedule D4 Version 6.0
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Headcount.
Data Centre Operations Service
(i)
(i)
(ii
(v)
Total headcount related costs;
Total hardware maintenance;
Total hosting costs; and
Service management headcount and headcount costs.
Systems Management Service
0)
ti)
di)
wy)
)
Headcount;
Total headcount related costs;
Number of seats;
Total cost of seats; and
Systems management third party software support costs.
Network related Services
i)
(i)
(iii)
(v)
Branch Network Service: number of lines and cost per
line per service;
Central Network Service:
(1) Circuit details and costs; and
(2) Network hardware component maintenance;
and
Network management:
(1) Total headcount related costs; and
(2) Third party service management.
Service management headcount and headcount costs.
Reference Data Management Service
0)
Headcount; and
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Schedule D4 Version 5.0
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(h)
i)
0
(k)
0)
(m)
(n)
(0)
(ii) Total headcount related costs.
Third Line Software Support Service
(0) Headcount; and
(ii Total headcount related costs.
Management Information Service
() Headcount; and
(ii) Total headcount related costs.
Service Management Service
0) Headcount; and
(ii Total headcount related costs.
Reconciliation Service
(0) Headcount; and
(ii Total headcount related costs.
Security Management Service
(i) Headcount; and
(ii) Total headcount related costs.
Application Support Service (Fourth Line)
0) Headcount;
(ii) Total Headcount related costs; and
(i Third party costs.
Service Integration Service
(0) Headcount;
(ii) Total headcount related costs; and
(ii) Third party costs; and
Third Party Management Service
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2.2
34
44
42
() Headcount;
(ii) Total headcount related costs; and
(ii Third party costs.
2.1.2 in relation to any modified or additional non-annualised Charges, details of
proposed new or modified capital expenditure in relation to Project HNG-X, the
Associated Changes or future projects, such details shall include the quantities,
specification, model number, price for each major hardware item, and
associated software licences.
Information provided in accordance with paragraph 2.1 shall be provided in the same
format and at the same level of detail as the corresponding information in the HNG-X
Baseline Open Book Information.
OTHER FUJITSU INFORMATION
In respect of any Charge for services or goods which is stated in Schedule D1 to be
priced on an Open Book basis, information provided in accordance with paragraph 1.4
shall include (without limitation) copies of invoices and estimates from suppliers and
subcontractors providing those services or goods to Fujitsu Services and details of
Fujitsu Services’ own costs in similar detail to the HNG-X Baseline Open Book
Information for the relevant services.
POST OFFICE INFORMATION
Post Office shall, upon the request of Fujitsu Services, provide information to Fujitsu
Services which reasonably demonstrates the basis upon which any Gain Share has
been calculated by Post Office (but not in relation to net savings in Fujitsu Services’
costs of delivering the HNG-X Services in respect of each SIP initiative).
Any information requested by Fujitsu Services in accordance with paragraph 4.1 shall
be provided by Post Office:
4.2.1 in the form of such financial, accounting and other information as Fujitsu
Services may reasonably require to verify the costs incurred by Post Office or
otherwise verify the basis on which Gain Share has been calculated;
4.2.2 as soon as reasonably practicable; and
4.2.3 accompanied by a certificate from Post Office's Finance Director stating the
information supplied is, to the best of his knowledge and belief, having made
reasonable enquires to verify the same, true, accurate and not misleading but
only to the extent this can be achieved using the management accounting and
costing systems normally used by Post Office.
Schedule D4 Version 6.0
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5. ASSOCIATED DOCUMENTS
51 The following CCDs are associated with this Schedule D4:
Document Reference
Document Title
COM/MGT/PRO/0002
HNG-X Baseline Open
Information
5.2 The foll
lowing CRDs are associated with this Schedule D4:
Document Reference
Document Title
No CRDs Applicable
Schedule D4 Version 5.0
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SCHEDULE DS
AUDIT
Version History
1.0 31/08/06 Agreed version as at date of signature of CCN
1200
1.2 11/10/06 Minor corrections by FS
2.0 25/01/07 Baseline copy of 1.2
6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu
Deleted: 2
Schedule D5 Version6.000 ea
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SCHEDULE D5
AUDIT
1. SCOPE
11 This Schedule identifies:
24
34
3.2
3.3
3.4
1.1.1 in paragraphs 2 to 6 (inclusive) the audit requirements with which Fujitsu
Services and its sub-contractors shall comply in connection with Post Office’s
rights set out in Clause 25 to audit Fujitsu Services’ compliance with this
Agreement; and
1.1.2 in paragraph 7, provisions of this Agreement dealing with the audit trail of
Transactions.
POST OFFICE'S AGENTS
For the purpose of this Schedule, Post Office's Agents shall mean:
2.1.1 Post Office;
2.1.2 internal auditors of Post Office or of the Royal Mail Group;
2.1.3 statutory or regulatory auditors of Post Office;
2.1.4 external auditors appointed by Post Office; and
2.1.5 authorised agents or successors of the persons listed in paragraphs 2.1.1 to
2.1.4 (inclusive) above.
RECORD KEEPING
Fujitsu Services shall maintain or shall cause to be maintained an audit trail of all
Transactions and Events in strict conformance to the relevant standards contained in
the documents referred to in paragraph 4.1.4 of Schedule A4.
Paragraph 3.1 shall not apply in respect of the PostShop Solution.
The audit trail of Records to which Post Office's Agents may have access in accordance
with Clause 25 and paragraph 4 is referred to as the commercial audit trail in the CCD
entitled “Audit Trail Functional Specification” (CR/FSP/006).
The exclusion in the CCD entitled “Audit Trail Functional Specification” (CR/FSP/006) of
any items from the Records shalll not prevent Post Office from receiving those items (or
information relating to the same) where Post Office is entitled to such items or
information in accordance with the provisions of Schedule D4, To the extent that Post
Office duly requests and receives Open Book information from Fujtsu Services in
accordance with the provisions of Schedule D4 then, notwithstanding any such
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41
4.2
4.3
4.4
5.1
exclusions in the CCD entitled “Audit Trail Functional Specification” (CR/FSP/006), Post
Office Agents shall have access to that Open Book information as part of the Records,
but shall not be entitled to any additional material pursuant to paragraph 4 as a result of
that Open Book information being part of the Records.
ACCESS
Fujitsu Services shall provide Post Office's Agents with access to such additional
material as may be reasonably required to support the Records. Such access shall
include access to:
4.1.1 premises;
4.1.2 facilities;
4.1.3 services;
4.1.4 documentation;
4.1.5 information (magnetic or otherwise);
4.1.6 — staff;
4.1.7 procedures; and
4.1.8 timesheets and other data used directly as a basis for charging,
4.1.9 belonging to Fujitsu Services, which relate to the provision of the Services.
Fujitsu Services shall provide reasonable assistance at all times during the currency of
this Agreement for the purposes of allowing Post Office to obtain such information as is
necessary to fulfil Post Office's obligations to supply information for parliamentary,
judicial, regulatory or administrative purposes.
On notification of an audit as specified in paragraph 5 Fujitsu Services shall provide
Post Office's Agents with reasonable access to the audit trail referred to in paragraph
3.1 and the facility to interrogate that audit trail using reasonably selected criteria.
Post Office shall require Post Office's Agents to comply with Fujitsu Services’
reasonable security requirements whilst on the Fujitsu Services’ premises, the scope of
which Fujitsu Services shall notify to Post Office's Agents directly on notification of audit.
NOTIFICATION OF AUDIT
Subject to Clause 25.3 (Audit), Fujitsu Services and Post Office shall from time to time
agree arrangements (such agreement not to be unreasonably withheld or delayed),
including timescales, for audits required by Post Office.
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5.2
641
6.2
6.3
6.4
With respect to Clause 25.3 (Audit), where the investigations find no evidence of
fraudulent activity or other impropriety by Fujitsu Services or Fujitsu Services’ agents,
then at the discretion of Post Office, Fujitsu Services may be paid reasonable additional
charges for its assistance.
RESPONSE TO AUDITS
General
6.1.1 Post Office's Agents may produce reports to Post Office indicating areas of
non-compliance with the Agreement or any other reports they deem
appropriate. Post Office's Agents may also make recommendations.
6.1.2 Following each audit Post Office shall provide, to Fujitsu Services, a report
approved by Post Office's Agents indicating:
6.1.2.1 any areas of non-compliance with this Agreement which Fujitsu
Services is required to rectify; and
6.1.2.2 any audit recommendation with which Post Office requests Fujitsu
Services to comply.
6.1.3 Post Office shall give Fujitsu Services a minimum of 30 days to review the
factual issues relevant to Fujitsu Services which are raised by the audit reports
and to comment upon the recommendations.
6.1.4 In the event that Fujitsu Services disputes the findings of any audit then the
Dispute Resolution Procedure shall be invoked.
Action on agreed Non-Compliance
Any agreed non-compliance shall constitute a Default and Fujitsu Services shall at
Fujitsu Services’ own expense, implement any changes necessary to remedy areas of
non-compliance with the terms of the Agreement as identified by Post Office's Agents.
Action on Recommendations
Post Office may request Fujitsu Services to implement audit recommendations in
accordance with the provisions of the Change Control Procedure.
Evidence
Fujitsu Services shall provide, in accordance with the timescales agreed in the
implementation plan for any change arising from an audit, evidence, either documentary
or demonstrative, of changes required by Post Office in accordance with paragraphs 6.2
and 6.3 above, and shall, if required, provide access to the representatives of Post
Office, to permit Post Office's Agents to monitor and confirm the implementation of such
changes.
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th AUDIT TRAIL OF TRANSACTIONS
7.1 The Business Capabilities and Support Facilities provided by Fujitsu Services relating to
the audit trail of Transactions undertaken in Branches are provided for in Schedule B3.2
and the provisions dealing with the operational audit trail set out in the CCD entitled
“Audit Trail Functional Specification” (CR/FSP/006).
7.2 Fujitsu Services shall ensure that Post Office's Agents can gain access in each Branch
to the Post Office Data in respect of that Branch held by Fujitsu Services to enable
internal Post Office audit requirements to be met.
7.3 Paragraph 7.2 shalll not apply in respect of the PostShop Solution.
8. ASSOCIATED DOCUMENTS
8.1 The following CCDs are associated with this Schedule DS:
Document Reference Document Title
1 CR/FSP/006 Audit Trail Functional Specification
8.2 The following CRDs are associated with this Schedule D5:
Document Reference Document Title
NO CRDs APPLICABLE
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SCHEDULE D6
MARKET TESTING
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN
1200
Ww 26/09/06 Minor corrections
2.0 25/01/07 Baseline copy of 1.1
6.0 16/06/09 Moving all schedules to V6.0 as agreed with
Fujitsu
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SCHEDULE D6
MARKET TESTING
1. OVERVIEW
11 This Schedule D6 defines the processes available to the Parties for Market Testing the
21
a2
2.3
3.1
3.2
3.3
3.4
Schedule D6 Version §.
Testable Services.
MARKET TESTING METHODS
Subject to paragraphs 5.1 and 6.1, the Market Testing method for all Testable Services
shall be Benchmarking.
Fujitsu Services may not increase any Charges, decrease any Services Levels or
(unless required by Post Office pursuant to paragraph 4.3) cease providing any
Services in connection with or as a consequence of Market Testing save where Fujitsu
Services participates in Competitive Tendering and is appointed by Post Office as the
winning tenderer, in which case the Agreement shall be amended under the Change
Control Procedure to reflect Fujitsu Services’ tender as described in paragraph 4.3.3(a).
Governance in respect of Market Testing in terms of monitoring, review and reporting of
events and progress and issue resolution shall be managed by the Commercial
Relationship and overseen by the Systems Integration Partnership and Executive
Relationship, as described in Schedule A2.
BENCHMARKING
The purpose of Benchmarking (the "Benchmark Purpose") is to compare the value for
money of the Benchmark Services with Equivalent Services. The focus shall be on
comparing the price of the Benchmark Services with market prices, but taking account
of current technologies at the time of Benchmarking, and not restricted to the same
technical solution as is used in the HNG-X Services.
The target price range for each Benchmark Service shall be as described in paragraph
3.8.
The Charges for the Benchmark Service to be used in Benchmarking comparisons are
the Charges then set out in paragraph 2 of Schedule D1 (as adjusted in accordance
with paragraph 4 of Schedule D1) for that Service for the remaining term of the
Agreement, applying the volumes (in relation to any variable Charges) then forecast in
the CCD entitled "Horizon Capacity Management and Business Volumes”
(PA/PER/033), excluding (i) the Service Management Element, and (ii) any Gain Share
payments that may be payable to Fujitsu Services in relation to cost savings in respect
of that Service.
Fujitsu Services shall, unless paragraph 5.1.2 applies, initiate Benchmarking and unless
any of paragraphs 5.1.1, 5.1.3, 6.1.1 or 6.1.3 apply procure that Benchmarking is
completed in respect of each Testable Service referred to in the Benchmarking timetable
in Annex 2 (as such timetable is varied in accordance with paragraph 3.5) in each
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3.5
3.6
3.7
Schedule D6 Version §.
Financial Year in which that Service is due to be Benchmarked as set out in that
timetable.
The Benchmarking timetable in Annex 2 may be revised and any Testable Services set
out in Annex 1 may be added to that timetable by written agreement between the
Parties, subject to the following provisions:
3.5.1 no more than two Testable Services shall be timetabled for Benchmarking in any
Financial Year;
3.5.2 no Testable Service shall be timetabled for Benchmarking more than once every
three Financial Years; and
3.5.3 no Testable Service shall be Benchmarked before the Service first becomes
eligible for Benchmarking as set out in Annex 1.
If no revisions are agreed to the timetable in Annex 2 then, subject to paragraph 3.5.3,
that shall be the timetable for Benchmarking. The date in the Benchmarking timetable
by which a Benchmarking is due to be completed shall be put back, day for day, to the
extent that Post Office unreasonably withholds or delays its agreement under paragraph
3.7.8 to the Benchmarker's proposed approach for that Benchmarking.
Fujitsu Services shall procure Benchmarking from the Benchmarking consultancy who
ordinarily provides benchmarking services to Fujitsu Services, provided that that person
is an independent and generally recognised, within the IT industry, benchmarking
consultancy in the United Kingdom (the "Benchmarker’). The Parties acknowledge that
at the date of this Agreement Fujitsu Services uses Gartner Consulting or Compass
Management Consulting as its benchmarking consultant, either of which may be used
by Fujitsu Services as the Benchmarker so long as it remains an independent and
generally recognised, within the IT industry, benchmarking consultancy in the United
Kingdom. Any alternative benchmarking consultancy used to undertake Benchmarking
that meets the requirements of the first sentence of this paragraph shall be notified by
Fujitsu Services to Post Office.
Fujitsu Services shall procure that:
3.7.1. the Benchmarker shall select services for the Benchmark Group of an
appropriate standard, quality and relevance to the Benchmark Services in order
to achieve the Benchmark Purpose having due regard to all relevant factors,
including the nature and type of service concerned and the requirement of the
service recipient in relation thereto. The Benchmark Group shall (where such
services are available in the market) include examples of services which meet
the same business requirements as a Benchmark Service, but which utilise
more recent technology than that used to deliver the relevant Benchmark
Service;
3.7.2 no later than 30 Working Days before the date notified by Fujitsu Services to
Post Office when each Benchmarking is due to commence, Post Office shalll be
provided with the Benchmarker’s proposed approach to Benchmarking,
including the Benchmark Group that is proposed and the metrics to be used in
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3.8
3.9
Schedule D6 Version §.
adjusting benchmark data so that comparisons can be made on a like-for-like
basis;
3.7.3 without prejudice to Post Office's right under paragraph 6.1.3, the Benchmarker
shall make such changes to the approach as the Parties and the Benchmarker
consider and agree to be reasonable, such changes to the approach to be
agreed no later than 20 Working Days before the Benchmarking is due to
commence. Either Party may include within such changes as are requested a
request that the Benchmark Group includes a service that meets the same
business requirements as the Benchmark Service, irrespective of the
technology used to deliver that service;
3.7.4 within 30 Working Days following the date on which a particular Benchmarking
is due to be completed in accordance with the timetable referred to in paragraph
3.4, the Benchmarker shall deliver a benchmarking report to each Party (a
“Benchmarking Report’). The Benchmarking Report shall contain the
documented findings and recommendations of the Benchmarker, including any
key financial and technical information supporting such recommendations; and
3.7.5 Post Office is given such direct access to the Benchmarker and the data and
information underlying the Benchmarking Report as Post Office may reasonably
require in order to discuss and understand the Benchmarking Report and its
assumptions.
If the Charges for the Benchmark Services (as described in paragraph 3.3) are greater
than the amount "A" calculated using the following formula those Charges shall be
deemed to be above the target price range, that range, for the purposes of this
Schedule D6, being the range between the lowest price service in the Benchmark
Group and the amount "A".
A= ((0.375N ~ Z) x (P2—P1)) + PA
where
Nis the total number of services in the Benchmark Group;
Zis the integer part of 37.5% of N;
P1, having put the services in the Benchmark Group in ascending order by price (such
prices having been adjusted pursuant to any agreed weighting mechanism applied by
the Benchmarker) and numbered those services consecutively starting at one for the
service with the lowest price, is the price for the service numbered Z; and
P2 is the price for the service numbered Z + 1, such price having been adjusted
pursuant to any agreed weighting mechanism applied by the Benchmarker.
If, pursuant to paragraph 3.8, the Charges for the Benchmark Service are deemed to be
above the target price range, within 30 days of the issue of the Benchmarking Report
Fujitsu Services shall:
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3.9.1
3.9.2
3.9.3
either adjust its price for the Benchmark Service so that it falls within the target
price range and continue to provide the Benchmark Service as previously; or
initiate Competitive Tendering in accordance with paragraph 5 to appoint a new
sub-contractor to Fujitsu Services in respect of the Benchmark Service so that
the Benchmark Service may be provided more cost-effectively; or
notify Post Office that (i) it does not consider it possible to provide the
Benchmark Service at a price that is within the target price range and achieve
an adequate gross margin on that Benchmark Service and (li) its reasons for
this conclusion.
4. COMPETITIVE TENDERING
4.1 The purpose of Competitive Tendering is to identify potential alternative suppliers of
Competitive Tendering Services (either as potential sub-contractors to Fujitsu Services
or as direct suppliers of the service to Post Office) who can offer improved value for
money in providing the Competitive Tendering Services.
4.2 Competitive Tendering may be carried out either:
4.24
4.2.2
by Fujitsu Services (for the purpose of finding a new sub-contractor), in the
circumstances described in paragraph 5.1; or
by Post Office (for the purpose of finding a new direct supplier) pursuant to
paragraph 6.1.
4.3 Following Competitive Tendering, Post Office may decide at its sole option:
43.1
4.3.2
4.3.3
Schedule D6 Version §.
Page 5 of 13
to continue with the current Service from Fujitsu Services at the current prices;
in the case of Competitive Tendering undertaken by Fujitsu Services where the
‘outcome of the tender process is such that, if Fujitsu Services was to sub-
contract all or pait of the Competitive Tendering Service in question to an
alternative service provider identified in the tender process a downward revision
to the Charges would be, in the mutual opinion of the Post Office and Fujitsu
Services, deliverable, to require Fujitsu Services to sub-contract such
Competitive Tendering Service to such alternative service provider and revise its
Charges accordingly so that the Charge for that Competitive Tendering Service
shall be equivalent to the sum of: (i) the costs to Fujitsu Services of that sub-
contract (which may include Interface Establishment Costs allocated to such
alternative service provider), (ii) the Relevant Margin thereon, and (ii) the
Service Management Element; or
in the case of Competitive Tendering undertaken by Post Office:
(a) where Fujitsu Services is the winning tenderer, to continue with the
Competitive Tendering Service from Fujitsu Services on a revised basis
to be agreed under the Change Control Procedure, to reflect the
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44
51
Schedule D6 Version §.
specification and charges for that service tendered by Fujitsu Services,
as amended and agreed with Post Office; or
(b) where the outcome of the tender process is that an Equivalent Service
to the Competitive Tendering Service is available at a price which is less
than the Charges for that Competitive Tendering Service (excluding (i)
the Service Management Element, and (ii) any Gain Share payments
that may be payable to Fujitsu Services in relation to cost savings in
respect of that Service) either:
() to invite Fujitsu Services to appoint the winning tenderer as a
new subcontractor within 60 Working Days (or such other period
as the Parties may agree) of such invitation and to revise its
Charges for the Competitive Tendering Service on the same
basis as such Charges may be revised under paragraph 4.3.2;
or
(i) to appoint the winning tenderer as a direct supplier to Post
Office and terminate that Competitive Tendering Service (as a
Terminable Service) in accordance with Clause 47.10.1 of the
Agreement.
In the event that Post Office exercises its option pursuant to paragraph 4.3.3(b)(i) and
either:
4.4.1 Fujitsu declines to appoint such winning tenderer; or
4.4.2. the time limit specified in paragraph 4.3.3(b)\i) expires prior to Fujitsu Services
appointing the winning tenderer,
Post Office may, at its sole option, exercise its rights under paragraph 4.3.3(b)(i), failing
which paragraph 4.3.1 shall apply.
COMPETITIVE TENDERING BY FUJITSU SERVICES
Fujitsu Services shall undertake Competitive Tendering where:
5.1.1. subject to paragraph 6.1.3, the Benchmarker notifies the Parties that, in the
Benchmarker’s reasonable opinion, due to the lack of availability of suitable
services for inclusion in the Benchmark Group or other reasons in connection
with the Benchmarking process or criteria, it will not be or has not been possible
to perform a satisfactory Benchmarking for that Service and the Parties agree
that Competitive Tendering by Fujitsu Services may result in a downward
revision to the Charges for the Testable Service in question; or
5.1.2 the Parties have agreed that the Testable Service is one which should be
provided by Fujitsu Services through sub-contractors, with the aim that each
such subcontract should be of no more than four years’ duration; or
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5.2
5.3
5.4
5.5
Schedule D6 Version §.
5.1.3 Fujitsu Services fails to initiate Benchmarking of a Testable Service in
accordance with paragraph 3.4, and Post Office notifies Fujitsu Services that
Fujitsu Services shall initiate a competition in respect of that Testable Service in
accordance with this paragraph 5; or
5.1.4 paragraph 3.9.2 applies,
and in each case Fujitsu Services shall initiate Competitive Tendering within three
months.
When paragraph 5.1 applies Fujitsu Services shall carry out, or procure that an
Independent Adviser (such Independent Adviser to be agreed with Post Office and such
agreement not to be unreasonably withheld or delayed) conducts, Competitive
Tendering in each case with a view to appointing a new sub-contractor to Fujitsu
Services in respect of the Service in question so that the Service may be provided more
cost-effectively.
Fujitsu Services shall ensure that:
5.3.1. once initiated in accordance with paragraph 5.1, Competitive Tendering shall be
actively continued and in any event completed within six months or in
accordance with any timetable agreed in writing between the Parties;
5.3.2 alll invitations to tender and other key tender documents are submitted to Post
Office for its approval (such approval not to be unreasonably withheld or
delayed) prior to being provided to potential tenderers; and
5.3.3 Post Office is provided with copies of all tenders received, subsequent related
correspondence and documentation and valuation assumptions or processes
adopted from time to time throughout the tendering process and, in the event an
Independent Adviser is used, is given the opportunity to discuss the tenders with
that Independent Adviser.
The three month period referred to in paragraph 5.1 and the six month period referred to
in paragraph 5.3.1 shall each be extended, day for day, to the extent that Post Office
unreasonably withholds or delays its approval of the tender documentation referred to in
paragraph 5.3.2 or otherwise delays the Competitive Tendering by Fujitsu Services in
accordance with paragraphs 5.2 and 5.3.
Fujitsu Services shall disclose to any bona fide potential sub-contractor of Competitive
Tendering Services (subject to the same executing an Agreed Form NDA or any other
form of non-disclosure agreement mutually agreed by Post Office, Fujitsu Services and
such potential sub-contractor) Confidential Information to the extent that such disclosure
is reasonably required to enable that potential sub-contractor to prepare a reasonably
detailed tender proposal, including an anonymised list providing details of the terms and
conditions of employment of all Fujitsu Services personnel (and those personnel of its
relevant sub-contractors) who are then wholly or mainly employed or engaged in the
performance of the Competitive Tendering Services, to the extent such personnel may
be subject to the Transfer of Undertakings (Protection of Employment) Regulations 2006
if such Services were transferred (including, as a minimum, information on (i) numbers
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61
6.2
6.3
Schedule D6 Version §.
of personnel (employees, contractors and temporaty staff), (ji) salaries and other
benefits, bonuses and pensions arrangements, (iii) where readily available to Fujitsu
Services, skills sets and employment grades, (iv) age and length of service profile, (v)
locations of personnel and (vi) such key employee policies as shall be generally known
to the relevant employees and relevant to their terms of employment or reasonable
expectations).
COMPETITIVE TENDERING BY POST OFFICE
Subject to paragraph 6.2, Post Office shall be entitled if:
6.1.1 Benchmarking by Fujitsu Services pursuant to paragraph 3.4 in respect of any
Testable Service is not initiated in accordance with the Benchmarking timetable
in Annex 2 (as adjusted in accordance with paragraph 3.5) or Fujitsu Services
fails to procure the outputs required by paragraph 3.7 to achieve such
Benchmarking or Fujitsu Services fails to comply with its obligations under
paragraph 3.9 and Fujitsu Services fails to comply with written notice delivered
by Post Office to Fujitsu Services within 60 days of such notice to initiate such
Benchmarking or procure such outputs or comply with such obligations, or
6.1.2 following Benchmarking, Fujitsu Services gives notice to Post Office in
accordance with paragraph 3.9.3; or
6.1.3 it does not agree on a reasonable ground to the Benchmarking approach to be
used by the Benchmarker; or
6.1.4 Competitive Tendering by Fujitsu Services is not initiated within the period
specified in paragraph 5.1 (as may be adjusted in accordance with paragraph
5.4); or
6.1.5 there is a Default by Fujtsu Services in relation to its Competitive Tendering
obligations in paragraph 5.3.1 (the six month period therein as may be adjusted
in accordance with paragraph 5.4),
to initiate a competition within six months respectively of (i) expiry of the 60 day notice
period referred to in paragraph 6.1.1, (ii) receipt of notice under paragraph 3.9.3, (iil) the
date the Benchmarking was due to commence or (iv) expity of the period referred to in
paragraph 5.1 or (v) Fujitsu Services’ Default in relation to its obligations in paragraph
5.3.1 (as the case may be), to find an alternative supplier of Equivalent Services to the
Testable Service in question. The exercise, by Post Office, of any of its rights under
paragraphs 6.1.1, 6.1.4 and 6.1.5 shall be without prejudice to any other rights or
remedies available to Post Office in such circumstances.
Post Office may choose to appoint an Independent Adviser to run such a competition on
its behalf, such Independent Adviser to be agreed with Fujitsu Services (such
agreement not to be unreasonably withheld or delayed).
Fujitsu Services shall (subject to any applicable legislation or regulations) be entitled to
participate as a tenderer in any such competition. If it participates in such competition,
Fujitsu Services shall submit its tender in the same way and to the same timescale as
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6.4
6.5
6.6
Schedule D6 Version §.
other tenderers and shall not have access to the financial information in respect of any
other tender.
Unless Fujitsu Services exercises or intends to exercise its right under paragraph 6.3 to
participate as a tenderer in the competition, Fujitsu Services shall provide Post Office or
the Independent Adviser (as the case may be) with such assistance as may reasonably
be required to facilitate such a competition, including managing all or any part of the
competition should Post Office or the Independent Adviser ask it to do so.
Fujitsu Services shall disclose to any bona fide potential replacement provider of
Competitive Tendering Services (subject to the same executing an Agreed Form NDA or
any other form of non-disclosure agreement mutually agreed by Post Office, Fujitsu
Services and such potential replacement provider) Confidential Information to the extent
that such disclosure is reasonably required to enable that potential replacement
provider to prepare a reasonably detailed tender proposal.
Where in accordance with this paragraph 6 Post Office seeks a tender or tenders for a
third party contractor to provide Equivalent Services to those of a Competitive Tendering
Service, Fujitsu Services shall:
6.6.1 to the extent it can reasonably do so in advance (not knowing which provider
will be the winning tenderer) provide to Post Office its best estimate of any
Interface Establishment Costs likely to be incurred by Post Office in connection
with such services on the basis that the specification of the Competitive
Tendering Service and its intended replacement service are the same;
6.6.2 to the extent that any proposed third party replacement service does not meet
the specification of the Competitive Tendering Service, Fujitsu Services shall, in
a timescale consistent with the tender process, advise Post Office of the
Interface Costs likely to be incurred by Post Office in relation to the proposed
replacement service; and
6.6.3 provide to Post Office an anonymised list with details of the terms and
conditions of employment of all Fujitsu Services personnel (and those personnel
of its relevant sub-contractors) who are then wholly or mainly employed or
engaged in the performance of the Competitive Tendering Services, to the
extent such personnel may be subject to the Transfer of Undertakings
(Protection of Employment) Regulations 2006 if such Services were transferred
(including, as a minimum, information on (i) numbers of personnel (employees,
contractors and temporary staff), (ji) salaries and other benefits, bonuses and
pensions arrangements, (ii) where readily available to Fujitsu Services, skills
sets and employment grades, (iv) age and length of service profile, (v) locations
of personnel and (vi) such key employee policies as shall be generally known to
the relevant employees and relevant to their terms of employment or reasonable
expectations).
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7. COSTS OF MARKET TESTING
7.1 Unless expressly provided otherwise in paragraph 7.2 or 7.3 below, each Party shall
bear its own costs (including, in the case of Fujitsu Services, the costs of the
Benchmarker) in relation to Market Testing.
7.2 The costs of undertaking Competitive Tendering incurred by each Party shall be borne
solely by Fujitsu Services if:
7.21
7.2.2
the Competitive Tendering is undertaken pursuant to paragraph 6.1.2 and the
outcome of that Competitive Tendering is that an Equivalent Service to the
Competitive Tendering Service is available at a price which is less than the
Charges for that Competitive Tendering Service (excluding ()) the Service
Management Element, and (i) any Gain Share payments that may be payable
to Fujitsu Services in relation to cost savings in respect of that Service); or
the Competitive Tendering is undertaken pursuant to paragraph 6.1.1, 6.1.4 or
6.1.5.
7.3 The costs of undertaking Competitive Tendering incurred by each Party shall be borne
solely by Post Office if:
7.34
7.3.2
the Competitive Tendering is undertaken pursuant to paragraph 6.1.2 and the
outcome of that Competitive Tendering is that an Equivalent Service to the
Competitive Tendering Service is not available at a price which is less than the
Charges for that Competitive Tendering Service (excluding (i) the Service
Management Element, and (ii) any Gain Share payments that may be payable
to Fujitsu Services in relation to cost savings in respect of that Service); or
the Competitive Tendering is undertaken pursuant to paragraph 6.1.3.
8. PARTIAL TERMINATION, INTERFACE COSTS AND CHARGES
In the event of termination by Post Office of one or more Terminable Service(s) pursuant to
paragraph 4.3.3(b)(i), the provisions of Clause 48, Schedule E and paragraphs 9.1 and 9.2 of
Schedule D1 shalll apply.
9. DISPUTES
Any dispute arising in relation to this Schedule D6 (including in relation to the suitability of the
Benchmarker or Independent Adviser) shall be dealt with in accordance with Schedule A2 to this
Agreement.
10. ASSOCIATED DOCUMENTS
10.1 The following CCDs are associated with this Schedule D6:
Document Reference Document Title
Schedule D6 Version §.
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1 PA/PER/033
Horizon Capacity Management and
Business Volumes
10.2 The following CRDs are associated with this Schedule D6:
Document Reference
Document Title
No CRDs Applicable
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ANNEX 1
TESTABLE SERVICES
TESTABLE SERVICE EARLIEST DATE FOR MARKET TESTING
Branch Network Service
1 April 2007
Service Desk Service
six months after Trigger Point T6 (Counter Application Rollout
Complete)
Engineering Service
Upon Trigger Point Té (Counter Application Rollout Complete)
Reference Data Management
twelve months after Trigger Point Té (Counter Application
Service Rollout Complete)
Third Line Software Support Service 1 April 2010
Application Support Service (Fourth 1 April 2010
Line)
Data Centre Operations Service and
Central Network Service (both
services together constituting one
Testable Service)
six months after Trigger Point T6 (Counter Application Rollout
Complete)
Systems Management Service
six months after Trigger Point T6 (Counter Application Rollout
Complete)
Operational Business Change
(Branch Change) Service
twelve months after Trigger Point T6 (Counter Application
Rollout Complete)
Reconciliation Service
twelve months after Trigger Point Té (Counter Application
Rollout Complete)
Management Information Service
twelve months after Trigger Point T6 (Counter Application
Rollout Complete)
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ANNEX 2
BENCHMARKING TIMETABLE
Financial
Year Testable Services
ending 31
March: First Market Test in Year Second Market Test in Year
2007 None
2008 Branch Network Service None
2009 None
2010 Engineering Service Service Desk Service
2011 Data Centre Operations Service and Branch Network Service
Central Network Service (both services
together constituting one Testable
Service)
2012 Application Support Service (Fourth _I Third Line Software Support Service
Line)
2013 Systems Management Service Engineering Service
2014 Service Desk Service Branch Network Service
2015 None (unless contract extended beyond 31 March 2015 in which case
additions/alterations to be agreed)
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SCHEDULE D7
MIGRATION CHARGES
Version History
ated Tabl
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN
1200
3.0 09/07/07 Baseline copy of 1.2
4.0 14/04/08 Baseline copy of 3.1
5.0 23/02/09 Baseline copy of 4.1
5.1 20/03/09 Applying CCN 1251
5.2 20/05/09 Applying RPI for 2009
6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Eujitsu
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2.2
SCHEDULE D7
MIGRATION CHARGES
INTRODUCTION
This Schedule sets out the Charges for hardware and software to be procured
for installation in:
tt Data Centres as part of Project HNG-X; and
14.2 Branches as part of Project HNG-X or the Associated Change
Activities,
which shall be paid by Post Office to Fujitsu Services.
This Schedule also sets out details of the amount payable by Post Office to
Fujitsu Services for the conversion of Old CTO Configurations to New CTO
Configurations as part of Project HNG-X.
All amounts set out in this Schedule are exclusive of VAT and shall be invoiced
and paid in accordance with Schedule D2.
DATA CENTRE CHARGES
Data Centre hardware and software Charges for Financial Year ending 31
March 2007
In consideration for the installation of hardware and software in Data Centres as
part of Project HNG-X, Post Office shall pay to Fujitsu Services on the first day of
each calendar month in the Financial Year ending 31 March 2007 the sum of
£847,795.58.
Data Centre Software Charge for Financial Year ending 31 March 2008
2.2.1 Prior to Purchase Point P2, Post Office shall notify Fujitsu Services of any
variations forecast by Post Office to the forecast numbers of Branches and
Counter Positions set out in the Table entitled “Branch and Counter
Position Limits” in Part 1 of Annex A to Schedule D1 and a pro rata
adjustment to the quantity of 35,000 Microsoft Client Access Licences
required by Post Office shall be agreed under the Change Control
Procedure.
2.2.2 Fujitsu Services shall at Purchase Point P2 procure on behalf of Post
Office 35,000 Microsoft Client Access Licences or such other number of
such licences as may be agreed pursuant to paragraph 2.2.1.
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2.4
25
2.2.3 In consideration for the installation of software in Data Centres as part of
Project HNG-X, an amount equal to the aggregate number of Microsoft
Client Access Licences to be so procured by Fujitsu Services multiplied by
the unit cost to Fujitsu Services of each such Microsoft Client Access
Licence, multiplied by 100 and divided by 95, shall be invoiceable in full by
Fujitsu Services as and from the date of Purchase Point P2 for payment by
Post Office.
2.2.4 The indicative aggregate charge for the installation of software in Data
Centres under paragraph 2.2.3 is £863,211. This indicative amount
assumes a quantity of 35,000 Microsoft Client Access Licences for a
Branch estate based on the forecast numbers of Branches and Counter
Positions set out in the Table entitled “Branch and Counter Position Limits”
in Part 1 of Annex A to Schedule D1.
Additional Data Centre Hardware Charges for Financial Year ending 31 March 2008
In consideration for the installation of hardware and software in Data Centres for
the handling of Sensitive Authentication Data and Cardholder Data as introduced
by CCN 1202, Post Office shall pay to Fujitsu Services the sum of £430,622 which
shall be payable on 30 June 2007.
Additional Data Centre Hardware Charges for Financial Year ending 31 March 2009
In consideration for additional hardware and software to be installed in Data Centres
in Financial Year ending 31 March 2009, Post Office shall pay to Fujitsu Services
the sum of £2,000,000 which shall be payable on 30th September 2008.
Additional Charges for Removal of the Weekend D approach to Data Centre
Migration
In_ consideration for the removal of the weekend D approach to Data Centre
34
migration as documented in CCN1251, Post Office shall pay to Fujitsu Services the
sum of £500,000 which shall be payable on 27th February 2009.
BRANCH CHARGES
Indicative quantities of certain items of hardware and software to be installed in
Branches as part of Project HNG-X and/or pursuant to the CCD entitled
“Engineering Service: Service Description" (SVM/SDM/SD/0002) are set out in
Table 1 below. The quantities set out in Table 1 are based on the forecast
numbers of Branches and Counter Positions set out in the Table entitled “Branch
and Counter Position Limits” in Part 1 of Annex A to Schedule D1. Prior to:
344 Purchase Point P1, in respect of the 3G, 4 port routers; and
3.1.2 Purchase Point P4, in respect of the replacement flat screens.
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Post Office shalll notify Fujitsu Services of any variations forecast by Post Office to
the forecast numbers of Branches and Counter Positions set out in the Table
entitled “Branch and Counter Position Limits” in Part 1 of Annex A to Schedule D1
and pro rata adjustments to the quantities specified in Table 1 shall be agreed
under the Change Control Procedure accordingly.
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3.2 The Charges for hardware and software referred to in Table 1 below shall be
calculated by Fujitsu Services and paid by Post Office to Fujitsu Services on a
monthly basis, as described in paragraphs 3.3, 3.4 and 3.5.
Table 1 Financial Years ending 31 March
2007 2008 2009 2010 2011 2012 2013
Hardware for
Branches
3G, 4 Port Router
Quantity 9,668 5,045
‘Annual Charge £2,849,650 £1,709,800
Flat Screen
replacement
Quantity 980 2,427 I 2.956 I 3,535 4,176
‘Annual Charge £283,585 I £702,420 I £855,628 /£1,023,195 /£1,208,732
3.3 In respect of the 3G, 4 port routers:
3.3.1 Fujitsu Services shall procure the quantities in each Financial Year
specified in Table 1 above, as adjusted pursuant to paragraph 3.1; and
3.3.2 the total Charge for such routers in each Financial Year in which the
quantities referred to in paragraph 3.3.1 are procured shall be an amount
equal to the aggregate number of 3G, 4 port routers to be procured by
Fujitsu Services in that Financial Year multiplied by the unit cost to Fujitsu
Services of each such 3G, 4 port router, multiplied by 100 and divided by
95. The amount that shall become due for payment on:
(a) 1 July 2007 and on the first day of each successive calendar
month thereafter up to and including 1 April 2008 (on each
such date the payment due being in respect of 3G, 4 port
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3.3.3
routers procured for the previous month) shall be 1/10 of the
total Charge for 3G, 4 port routers in Financial Year ending 31
March 2008; and
(b) 1 May 2008 and on the first day of each successive calendar
month thereafter up to and including 1 October 2008 (on each
such date the payment due being in respect of 3G, 4 port
routers procured for the previous month) shall be 1/6 of the
total Charge for 3G, 4 port routers in the Financial Year
ending 31 March 2009.
Post Office has agreed to pay Fujitsu Services’ costs up to a maximum
amount of £100,000 to provide an enhanced solution in relation to branch
routers and resultant network coverage. Fujitsu will provide Post Office
with evidence before Post Office commits to this additional expenditure
that reasonably satisfies the Post Office of the benefits that this enhanced
solution would provide. Where, without prejudice to the future operation of
paragraph 1.5 of Schedule D1, Fujitsu Services needs to bear any
additional costs (in excess of the sum payable by Post Office) necessary
for Fujitsu Services to meet any existing related contractual obligations
(as amended by relevant correspondence, if any) relating to branch
routers and network coverage, this shall be set out in a CCN. If Post
Office is not satisfied that Fujitsu has proved the value of the enhanced
solution it shall not be obliged to incur this additional expenditure and both
parties shall revert to their respective rights and obligations prior to this
CCN in these respects.
3.4 In respect of the flat screen replacements:
3.4.1
3.4.2
Fujitsu Services shall procure the quantities in each Financial Year
specified in Table 1 above, as adjusted pursuant to paragraph 3.1; and
the total Charge for such flat screen replacements in each Financial Year
in which the quantities referred to in paragraph 3.4.1 are procured shall be
an amount equal to the aggregate number of flat screens to be procured by
Fujitsu Services in that Financial Year multiplied by the unit cost to Fujitsu
Services of each such flat screen, multiplied by 100 and divided by 95. The
amount that shall become due for payment on:
(a) 1 November 2008 and on the first day of each successive
calendar month thereafter up to and including 1 April 2009 (on
each such date the payment due being in respect of flat
screen replacements procured for the previous month) shall
be 1/6 of the total Charge for flat screen replacements in
Financial Year ending 31 March 2009; and
(6) the first day of each successive calendar month commencing
1 May 2009 and ending 1 April 2013, on each such date the
payment due being in respect of flat screen replacements
procured for the previous month (each a "Procurement
Month") shall be 1/12 of the total Charge for flat screen
replacements in the Financial Year in which the Procurement
Month occurs.
3.5 Not Used
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3.6
The indicative annual charges for 3G, 4 Port Routers and, flat screen
replacements that are set out in Table 1 above are on the basis of the quantities of each
of those items set out in Table 1 (which are based on the numbers of Branches and
Counter Positions set out in the Table entitled “Branch and Counter Position Limits” in
Part 1 of Annex A to Schedule D1).
64
6.2
INDEXATION
The Charges referred to in paragraph 5 in this Schedule D7 shall be adjusted for
RPI in the same manner and at the same times as the Indexed Charges (other
than the Near Shore and Offshore Rates) are adjusted for RPI, as set out in
paragraph 16 of Schedule D1. The charges and rates so adjusted shall be
recorded in a new version of this Schedule D7. Charges for hardware in this
Schedule D7 are not subject to RP! adjustment.
HNG-X CTOs
Fujitsu Services has agreed to install 374 New CTO Configurations within 57 CTOs
and shall complete such installation no later than Trigger Point Té (Counter
Application Rollout Complete). In consideration of Fujitsu Services carrying out
such installations, Post Office shall pay to Fujitsu Services the sum of £76,687
which sum shall be invoiced by Fujitsu Services following completion of all such
installations. Any third party charges in respect of such installations shall be
payable by Post Office.
ASSOCIATED DOCUMENTS
The following CCDs are associated with this Schedule D7:
Document Reference Document Title
1 I Horizon Capacity Management and I PA/PER/033
Business Volumes
2 Engineering Service: Service I SVM/SDM/SD/0002
Description
The following CRDs are associated with this Schedule D7:
Document Reference Document Title
NO CRDs APPLICABLE
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SCHEDULE D8
HNG-X AND ASSOCIATED CHANGE DEVELOPMENT CHARGES
Version History
atted Tabi
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN
1200
2.0 25/01/07 Baseline copy of 1.2
3.0 09/07/07 Baseline copy of 2.3
4.0 14/04/08 Baseline copy of 3.4
5.0 23/02/09 Baseline copy of 4.2
5.1 20/05/09 Applying RPI for 2009
6.0 06/07/09 Moving all schedules to V6.0 as agreed with
Fujitsu
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SCHEDULE D8
HNG-X AND ASSOCIATED CHANGE DEVELOPMENT CHARGES
1. INTRODUCTION
11 This Schedule sets out the Charges for HNG-X Development and Associated Change
Development which shall be paid by Post Office to Fujitsu Services.
1.2 All amounts set out in this Schedule:
1.21 are before adjustment for RPI, as described in paragraph 5, and before VAT;
and
1.2.2 _ shall be invoiced and paid in accordance with Schedule D2.
1.3 In this Agreement the following expressions shall have the following meanings:
1.34 “Lower Target Price” means £35,021,485.02 (as amended from time to
time under the Change Control Procedure or pursuant to paragraph 4 of
Schedule D8 and as adjusted for RP! pursuant to paragraph 5 of Schedule
D8);
1.3.2 “Upper Target Price” means the sum of £1,095,532 (as adjusted for RPI
pursuant to paragraph 5 of Schedule D8) and the Lower Target Price;
1.3.3 “Soft Cap” means the sum of the Upper Target Price and 10 percent. of the
Lower Target Price;
1.3.4 “Hard Cap” means the sum of the Soft Cap and 10 percent. of the Lower
Target Price; and
1.3.5 “105 Band” means all man days deployed by Fujitsu Services between
105,001 and 108,500 on HNG-X Development and Associated Change
Development (as amended from time to time under Change Control
Procedure or pursuant to paragraph 4 of Schedule D8); and
1.3.6 “108.5 Band” means all man days deployed by Fujitsu Services between
108,501 and 112,000 on HNG-X Development and Associated Change
Development (as amended from time to time under Change Control
Procedure or pursuant to paragraph 4 of Schedule D8).
2. HNG-X DEVELOPMENT AND ASSOCIATED CHANGE DEVELOPMENT CHARGES
24 The sum of £744,000 shall be invoiced by Fujitsu Services to Post Office at any time on
or after the date of signature of CCN 1200 for work carried out prior to commencement
of HNG-X Development.
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2.2 Post Office shall, in addition, pay for HNG-X Development and Associated Change
Development undertaken on and after the Amendment Date on a time-cost basis,
subject to paragraphs 3.3, 3.4 and 3.5, according to the following rates:
Rate per hour Rate per hour Rate per hour
Grade
(On Shore INear Shore Offshore (India)
Deleted: 69.40
Systems Engineer 70.02 pp4.47 $32.57
<a
Deleted: 27.05
Senior System Engineer Iep4.69 eg769 ega4g I .
Lead System Engineer fega64 eoa.ta eaze7 I '
~ (Deleted: 98.75
; Deleted: 78.19
Unit Leader e193 lett0.42 e52.08 i Saeenaiae
Consultant 129.60 : :
Senior Consultant, 14405 Ro I
Senior Manager, Principal Deleted: 167.71
Specialist ae eas eer eres -
2.3 The D8 Charges shall be payable monthly in arrear.
2.4 The D8 Charges calculated in accordance with paragraph 2.2 in respect of work
undertaken for that day by each of a Consultant, Senior Consultant, Manager and
Senior Manager, Principal Specialist shall in each case not exceed 7.4 multiplied by the
applicable hourly rate in total per day (rounded downwards to the nearest whole pound).
25 Post Office shall be entitled on a monthly basis, in accordance with paragraph 10.2 of
Schedule D1, to offset pre-paid Development Charges as a credit against the D8
Charges.
2.6 Notwithstanding paragraph 10.3 of Schedule D1, in the Financial Years ending 31
March 2009 and 31 March 2010, if (a) the cumulative D8 Charges reach the Lower
Target Price and (b) any payments of pre-paid Development Charges have not been
offset as a credit against the Charges referred to in paragraph 10.2 of Schedule D1,
Post Office shall be entitled to carry forward any balance of such payments and apply
the same as credits to offset against the Charges for HNG-X Development and
Associated Change Development to the extent that they exceed the Lower Target Price
and do not exceed the Upper Target Price.
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3.2
3.3
3.4
SHARED RISK/GAIN SHARE ARRANGEMENT
If the total D8 Charges calculated in accordance with paragraph 2 are less than the
Lower Target Price, Post Office shall pay Fujitsu Services an additional amount
equivalent to the lesser of:
3.1.1 50 percent. of the difference between the Lower Target Price (as adjusted
pursuant to paragraph 4) and the total D8 Charges; and
3.1.2 50 percent. of 10% of the Lower Target Price (as adjusted pursuant to
paragraph 4).
The amount (if any) payable in accordance with paragraph 3.1 shall be invoiced on or
after the HNG-X Final Development Charge Date.
If the cumulative D8 Charges calculated in accordance with paragraph 2 reach the
Lower Target Price, the Charges for further HNG-X Development and Associated
Change Development between the Lower Target Price and the Soft Cap shall be
calculated as follows:
3.3.1 at the hourly rates set out in paragraph 2.2, to the extent that the application of
such tates results in the cumulative amount of such Charges being not more
than the Upper Target Price; and
3.3.2 to the extent that the cumulative D8 Charges exceed the Upper Target Price, at
the rates set out in paragraph 2.2 but applying the following discounts:
3.3.2.1. to the extent that the cumulative D8 Charges exceed the Upper Target
Price by 10% or less of the Soft Cap Range - a discount of 3.85%;
3.3.2.2 to the extent that the cumulative D8 Charges exceed the Upper Target
Price by more than 10% but not more than 30% of the Soft Cap Range
- a discount of 11.56%;
3.3.2.3 to the extent that the cumulative D8 Charges exceed the Upper Target
Price by more than 30% but not more than 60% of the Soft Cap Range
- a discount of 23.11%; and
3.3.2.4 to the extent that the cumulative D8 Charges exceed the Upper Target
Price by more than 60% of the Soft Cap Range - a discount of 38.52%.
Paragraphs 2.4 shall apply in relation to the calculation of such Charges.
If the cumulative D8 Charges calculated in accordance with paragraph 2 and paragraph
3.3 reach the Soft Cap, there shall be no Charges for further HNG-X Development or
Associated Change Development until the cumulative D8 Charges reach the Hard Cap.
For the purpose of calculating the cumulative D8 Charges, HNG-X Development and
Associated Change Development between the Soft Cap and the Hard Cap, though not
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actually charged for, shall be deemed to have been charged for according to the rates,
and on the basis, set out in paragraphs 2.2 and 2.4 (for the avoidance of doubt, without
discount pursuant to paragraph 3.3).
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3.5 If the cumulative D8 Charges calculated in accordance with paragraphs 2, 3.3 and 3.4
reach the Hard Cap, the Charges for all further HNG-X Development and Associated
Change Development shall be calculated according to the following rates:
Rate perhour [Rate perhour __ IRate per hour
Grade
On Shore [Near Shore Offshore (India)
Deleted: 35.96
Syste E 6.28 46.114 19.05 Ce I
ystems Engineer 36.28 RABAT 19.05 I Poe
[Senior System Engineer I£53.27 $51.59 £21.03 Deleted: 52.79
Lead System Engineer Igg2.73 57.54 eo3.21
Deleted: 62.17
Deleted: 47.79
Unit Leader 68.73 iep7.46 0 [a a
Consultant ezo.st ; F
[Senior Consultant, £91.90 :
Manager Deleted: 91.08
Senior Manager, Principal Deleted: 117.12
[Specialist MB1Z _______ inaaneese nanan ;
Paragraphs 2.4 shalll apply in relation to the calculation of such Charges.
3.6 Subject to paragraph 3.8 below, Post Office shall pay for HNG-X Development and
Associated Change Development in accordance with paragraph 3.5 of Schedule D8
for man days deployed by Fujitsu Services in the 105 Band.
37 Subject to paragraph 3.8 below, there shall be no Charges for HNG-X Development or
Associated Change Development in the 108.5 Band.
3.8 if the HNG-X Development and Associated Change Development is completed for less
than 112,000 man days (chargeable to Post Office including man days covered under
paragraphs 3.4 and 3.7), then Fujitsu Services shall promptly apply a credit to the
Charges as follows:
Credit = (112,000—H) xR
2
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3.9
44
4.2
where:
H = the cumulative chargeable man days deployed on HNG-X Development and
Associated Change Development including man days covered under paragraphs 3.4
and 3.7
R = the average man day rate for all man days in the 105 Band and the 108.5 Band.
For the purposes of this definition, the rates in the 108.5 Band shall be deemed to be
those in the table at paragraph 3.5.
If either party knows or has reason to believe that the HNG-X Development or
Associated Change Development may not be completed within 112,000 man days,
then the Parties shall meet to discuss and agree the way forward. Unless agreed
otherwise and where the 112,000 man days threshold is exceeded then without
prejudice to any other rights or remedies of Post Office:
3.9.1 where it is identified that Fujitsu Services is liable for workin excess of the
112,000 man days threshold then Fujitsu shall not be entitled to recover
Charges for such additional work; and
3.9.2 where it is identified that Post Office is liable for any Charges for work in excess
of the 112,000 man days threshold then Fujitsu shall be entitled to recover
Charges at no more than the rates specified in paragraph 3.5 of Schedule D8.
For clarity, the preceding paragraphs 3.9.1 and 3.9.2 envisage circumstances where
Post Office will be liable for Charges as well as circumstances where it will not.
ADJUSTMENT
On each occasion that Fujitsu Services is entitled to an adjustment to the HNG-X T&M
Budget in accordance with the provisions of paragraph 13.5 of Schedule B6.2:
4.1.1 the Lower Target Price shall be increased by an amount equal to the aggregate
of the increases, in accordance with paragraph 13.5.3 of Schedule B6.2, to the
HNG-X T&M Budget for completing each of its delayed FS Tasks and the Upper
Target Price, Soft Cap and Hard Cap shall each be adjusted accordingly; and
4.1.2 All Fujitsu Services’ Charges for HNG-X Development and Associated Change
Development invoiced up to the date of such adjustment to the Price Thresholds
shall be re-calculated in accordance with the provisions of this Schedule D8
using the Price Thresholds as revised in accordance with paragraph 4.1.1. If
the re-calculated Charges are more than the aggregate of the Charges then
paid and due to be paid by Post Office to Fujitsu Services for HNG-X
Development and Associated Change Development work an amount equal to
the difference shall be paid by Post Office to Fujitsu Services following receipt of
an invoice for the same raised in accordance with Schedule D2.
The Price Thresholds specified in this Schedule D8 shall each be deemed to be
amended on each occasion that an adjustment is made pursuant to paragraph 4.1 and
amendments to this Schedule under the Change Control Procedure shall not be
necessary for that adjustment to have effect.
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5A
5.2
5.3
Paragraphs 4.1 and 4.2 shall apply to the 105 Band and the 108.5 Band in the same
way as they apply to the Lower Target Price and the other Price Thresholds, such that
the upper and/or lower limits (as applicable) of each of those bands will be increased to
reflect increases to the HNG-X T&M Budget pursuant to paragraph 13.5.3 of Schedule
B6.2.
INDEXATION
Al hourly and daily rates specified in this Schedule D8 shall be adjusted in the same
manner and at the same times as the rates set out in paragraph 10.4 of Schedule D1
are adjusted pursuant to paragraph 16 of Schedule D1.
With regard to the Price Thresholds:
the Lower Target Price shall be adjusted for RPI at the same time as the Indexed
Charges (other than the Near Shore and Offshore Rates) are adjusted for RPI, as set
out in paragraph 16 of Schedule D1 except that the indexation shall only be applied to
the unused balance of the Lower Target Price at the end of the Financial Year in
question;
the amount to be adjusted for RPI referred to in paragraph 1.3.2 shall be adjusted for
RPI at the same time and in the same manner as the Indexed Charges (other than the
Near Shore and Offshore Rates) are adjusted for RPI, as set out in paragraph 16 of
Schedule D1; and
the other Price Thresholds shall be adjusted accordingly.
The rates and Price Thresholds so adjusted shall be recorded in a new version of this
Schedule D8.
RETENTIONS
Post Office shall, subject to paragraph 6.7, be entitled to make the following retentions
from amounts payable to Fujitsu Services in respect of HNG-X Development Charges:
Initial Acceptance Retention Amount
6.1 _ if, at the HNG-X Initial Acceptance Date, there are any outstanding HNG-X
Medium Severity Acceptance Incidents, Post Office shall be entitled to withhold
from the amount or amounts first payable by it relating to HNG-X Development
Charges following the HNG-X Initial Acceptance Date an amount of £500,000
(the “Initial Acceptance Retention Amount’);
6.2 subject to paragraph 6.3, the Initial Acceptance Retention Amount shall be
retained until all HNG-X Medium Severity Acceptance Incidents referred to in
paragraph 6.1 shall have been closed (all agreed Rectification Plans and agreed
workarounds having been successfully implemented) at which point the Initial
Acceptance Retention Amount shalll be paid to Fujitsu Services by Post Office
following receipt of an invoice for the same raised in accordance with Schedule
D2;
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if, at the time at which the Initial Acceptance Retention Amount would otherwise
have been paid pursuant to paragraph 6.2, any HNG-X High Severity Acceptance
Incident or HNG-X Medium Severity Acceptance Incident raised during live
monitoring remains outstanding, the Initial Acceptance Retention Amount shall
not be paid but shall instead be applied as the Final Acceptance Retention
Amount;
Final Acceptance Retention Amount
6.4
6.5
6.6
67
if paragraph 6.3 applies, Post Office shall be entitled to retain the Initial
Acceptance Retention Amount as the Final Acceptance Retention Amount;
if paragraph 6.3 does not apply then if, at the HNG-X Final Acceptance Date,
any HNG-X Medium Severity Acceptance Incident raised during live monitoring
but after release of the Initial Acceptance Retention Amount remains
outstanding, Post Office shall be entitled to withhold (by way of the credit note
referred to in paragraph 6.7) from any sums due under this Agreement an
amount of £500,000 (the “Final Acceptance Retention Amount”);
the Final Acceptance Retention Amount shall be retained until all HNG-X
Medium Severity Acceptance Incidents raised on or before the HNG-X Final
Acceptance Date shall have been closed (all agreed Rectification Plans and
agreed workarounds having been successfully implemented) at which point the
Final Acceptance Retention Amount shall be paid to Fujitsu Services by Post
Office following receipt of an invoice for the same raised in accordance with
Schedule D2; and
if paragraph 6.3 does not apply, Fujitsu Services shall issue to Post Office a
credit note for the Final Acceptance Retention Amount in accordance with the
provisions of Schedule D2 which Post Office shall be able to apply against any
other sums due under this Agreement.
7. ASSOCIATED DOCUMENTS
7A The following CCDs are associated with this Schedule D8:
Document Reference Document Title
NO CCDs APPLICABLE
7.2 The following CRDs are associated with this Schedule D8:
Document Reference Document Title
NO CRDs APPLICABLE
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SCHEDULE E
TERMINATION AND THE EXIT PLAN
Version History
Version No. Date Comments
1.0 31/08/06 Agreed version as at date of signature of CCN 1200
Ww 26/09/06 Minor corrections by PO
1.2 11/10/06 Further minor corrections from FS.
1.3 05/12/06 Minor corrections by PO
2.0 25/01/07 Baseline copy of 1.3
24 22/05/07 Applying CCN1210a
3.0 09/07/07 Baseline copy of 2.1
6.0 16/06/09 Moving all schedules to V6.0 as agreed with Fujitsu
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SCHEDULE E
TERMINATION AND THE EXIT PLAN
14. INTRODUCTION
1.1 This Schedule E covers the principles, responsibilities and payments related to
termination of this Agreement, Partial Termination and termination of Project HNG-X.
1.2 Termination of this Agreement
1.2.1 For the purpose of this Schedule E, termination of this Agreement includes:
(a) termination of this Agreement before its expiry due to Fujitsu Services’
Default pursuant to Clause 47.2;
(b) termination of this Agreement before its expiry without Fujitsu Services’
Default; and
(©) _ termination of this Agreement at its expiry.
1.3 Partial Termination
1.3.1 For the purpose of this Schedule E, Partial Termination includes:
(a) termination by Post Office of one or more Terminable Service(s) in
relation to Market Testing pursuant to Clause 47.10.1 (where paragraph
4.3.3(b)\li) of Schedule D6 applies); and
(b) termination by Post Office of one or more Terminable Service(s) for
convenience pursuant to Clause 47.10.2;
1.4 Termination of Project HNG-X
1.4.1 For the purpose of this Schedule E, termination of Project HNG-X includes:
(a) termination of Project HNG-X due to Fujitsu Services’ Default pursuant
to Clause 47.11.1;
(b) termination of Project HNG-X for convenience pursuant to Clause
47.11.25
(c) automatic termination of Project HNG-X in accordance with Clause
47.15.
1.5 In any of the termination scenarios set out in paragraphs 1.2 and 1.3 (but not in the
case of termination of Project HNG-X as referred to in paragraph 1.4) Post Office may
seek to obtain the delivery of Replacement Services under this Agreement or seek to
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2.2
continue the Relevant Services after termination, in each case either by performing
them itself or by means of the Next Supplier.
The Parties acknowledge that it is their overall objective in relation to termination of the
Agreement and Partial Termination to procure, so far as is reasonable and practicable,
that there shall be an orderly transfer of responsibilities for the delivery of the Relevant
Services provided under this Agreement or an orderly and efficient transition from the
provision of the Relevant Services to the provision of Replacement Services (as the
case may be) to the Next Supplier and that any tisk to or adverse effect on the
continuity and quality of the Services during such transfer shall be minimised.
The purpose of this Schedule E is to:
1.7.1 set out certain principles governing Partial Termination;
1.7.2 set out the main steps to be followed on termination of this Agreement, Partial
Termination and/or termination of Project HNG-X;
1.7.3. set out the assistance that Fujitsu Services shall provide to Post Office and/or its
Next Supplier with the intention of helping them (if it is Post Office’s chosen
strategy to do so) put themselves in a position to commence performance of
Replacement Services promptly upon expiry of this Agreement or as soon as
reasonably practicable after completion of any period of notice of termination
given by Post Office to Fujitsu Services; and
1.7.4 set out the Paities’ obligations with respect to the development and
maintenance of the Exit Strategy and the Exit Plans.
Notwithstanding any provisions of this Schedule E to the contrary, if this Agreement is
terminated for Post Office Default under Clause 47.4, Fujitsu Services shall not be
obliged to develop or implement the General Exit Plan or the HNG-X Exit Plan.
PARTIAL TERMINATION
Partial Termination Principles
Post Office shall not be entitled to terminate any Terminable Service under Clause
47.10.1 or 47.10.2 prior to the date or event specified in relation to that Terminable
Service in the column headed “Date or Event from which Termination Notice can be
given” in the table set out in Annex 1 of this Schedule E.
Following service of a notice duly served under Clause 47.10.1 or 47.10.2, the Parties
shall assess the impact of the relevant Partial Termination upon the rest of this
Agreement in order to agree under the Change Control Procedure (such agreement not
to be unreasonably withheld or delayed) any consequential changes to this Agreement
necessary to deliver the Services continuing after such Partial Termination including,
without limitation, the changes necessary to address:
2.2.1 the relevant indicative impacts listed in the table at Annex 1 to this Schedule E;
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2.4
2.2.2 relevant dependencies and interfaces with other Operational Services identified
in the CCD (referred to in Schedule B3.1) that describes the Terminable Service
to be terminated;
2.2.3. the impact on Fujitsu Services’ ability to achieve any Service Level or other
obligations the achievement of which is linked to or dependent upon the
Terminable Service to be terminated;
2.2.4 any dependencies that Post Office shall fulfil or responsibilities that Post Office
shall perform in relation to the impacts referred to in paragraphs 2.2.1, 2.2.2 or
2.2.3;
2.2.5 the transfer pursuant to Clause 48 of ownership of any Project Assets from
Fujitsu Services to Post Office or the Next Supplier, the removal of such assets
from the Infrastructure and any consequent transfer of liability or risk in respect
of such Project Assets;
2.2.6 as contemplated by Clause 43.4, any qualifications and/or exceptions to Clause
43.1 necessary to reflect the transfer of risk and/or control in relation to system
or operational security from Fujitsu Services to Post Office or the Next Supplier
taking into account:
(a) any new security related responsibilities taken on by Post Office
pursuant to paragraph 2.2.4; and
(b) the level of security provided by the Replacement Interfaces; and
2.2.7 the matters referred to in paragraph 2.5.2, if Post Office shall have given a
direction pursuant to paragraph 2.5.
In the case of Partial Termination pursuant to Clause 47.10.1 (where paragraph
4.3.3(b)(ii) of Schedule D6 applies), the objective of paragraph 2.2 shall insofar as it
relates to this Agreement be to give effect to the supply by the winning tenderer to Post
Office of Replacement Services and documenting the technical and operational
interfaces between those Replacement Services and the continuing Services provided
by Fujitsu Services based on the specifications for such interfaces that formed part of
the tender process and were prepared with Fujitsu Services’ input and assistance
pursuant to paragraphs 6.4 to 6.6 (inclusive) of Schedule D6.
If and to the extent that the Parties fail to reach agreement under the Change Control
Procedure pursuant to paragraph 2.2 by the date the Terminable Service in question is
terminated:
2.4.1 the Parties shall each use all reasonable endeavours to reach agreement such
that all the matters referred to in paragraph 2.2 are addressed;
2.4.2 with effect from the date of such termination, Fujitsu Services shall perform the
obligations and achieve the Service Levels applicable in relation to all continuing
Services ("Continuing Obligations") to the extent it reasonably can do so, taking
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into account those aspects of the performance of that Terminable Service upon
which Fujitsu Services’ performance of the Continuing Obligations depends; and
to the extent such failure to reach agreement is in relation to the qualifications or
exceptions to Clause 43.1 referred to in paragraph 2.2.6 or security related
responsibilities to be performed by Post Office, with effect from the date of such
termination Post Office shall be responsible for ensuring to the extent that it or a
Next Supplier:
(a) establishes the Replacement Interfaces, that the Replacement
Interfaces are secure; and/or
(b) operates or provides technical or service linkages to the Replacement
Interfaces, that such operation and linkages are performed in a secure
manner,
in each case in accordance with the levels of secutity and the standards of skill,
care and diligence that would be reasonably expected to be applied in relation
to the relevant Replacement Service taken on by a supplier of IT services using
good industry practice and adopting any enhanced secutity measures that such
a supplier could reasonably be expected to adopt if such supplier provided an
indemnity to Post Office in the same form as that set out in Clause 43.1 (but
subject to the same limitations or exclusions of liability set out in Clauses 43 and
44) in respect of the provision of that Replacement Service.
Any Disputes in relation to this paragraph 2.4 shall be resolved in accordance with the
Dispute Resolution Procedure.
2.5 In the case of Partial Termination pursuant to Clause 47.10.1 (where paragraph
4.3.3(b)\li) of Schedule Dé applies) the Parties may agree or Post Office may direct that
Fujitsu Services as the provider of the Third Party Management Services shall be
responsible for the management of the provision by the winning tenderer of the
Replacement Services, in which case:
2.5.1
2.5.2
the Charges which shall be paid by Post Office to Fujitsu Services for the
provision of the Third Party Management Services in respect of such
Replacement Services shall be as set out in paragraph 9 of Schedule D1; and
any variations that may be required to the provisions in this Agreement relating
to the Third Party Management Services to give effect to such direction by Post
Office shall be agreed under the Change Control Procedure. In the absence of
such agreement the provisions of the CCD entitled "Third Party Management
Service: Service Description" (SVM/SDM/SD/0021) shall apply.
Interface Costs
2.6 Interface Costs incurred following Partial Termination shall be borne as follows:
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2.6.1
in the case of Partial Termination under Clause 47.10.1 (Market Testing), where
Replacement Services are provided by Post Office or a third party:
(a) alll Interface Establishment Costs reasonably incurred by Fujitsu
Services shall be reimbursed by Post Office to Fujitsu Services; and
(b) where Fujitsu Services manages the provision of those Replacement
Services as part of the Third Party Management Service, all Interface
Operational Costs shall, subject to paragraph 9.3 of Schedule D1, be
borne by Fujitsu Services; and
in the case of Partial Termination under Clause 47.10.2 (Convenience), where
Replacement Services are provided by Post Office or a third party:
(c) an amount equal to all Interface Establishment Costs reasonably
incurred by Fujitsu Services, multiplied by 100 and divided by 78, shall
be paid by Post Office to Fujitsu Services; and
(4) where Fujitsu Services manages the provision of those Replacement
Services as part of the Third Party Management Services, all Interface
Operational Costs shall, subject to paragraph 9.3 of Schedule D1, be
borne by Fujitsu Services.
2.7 Any reference in this Schedule E to Fujitsu Services bearing Interface Costs shall be
without prejudice to any right that Fujitsu Services may have under Schedule D1 to
charge the Charges payable by Post Office in connection with the management by
Fujitsu Services of any Replacement Services.
3. ASSET REGISTER, EXIT STRATEGY AND EXIT PLANS
3.1 The Asset Register, Exit Strategy and Exit Plans shall be developed and maintained in
two phases as follows:
3.2 Phase One
3.24
3.2.2
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Between the date of signature of CCN 1200 and 31 March 2007 and again
between 1 April 2007 and three months after the date of commencement of
HNG-X Project Workstream X3 (HNG-X Pilot and Acceptance), Fujitsu Services
shall (which in respect of the Terminable Services individually, shall mean to the
extent reasonably possible) update the list of assets in each of the categories of
assets identified in the CCD entitled “Transfer Asset Register”
(COM/MGT/REP/0001) (the “Asset Register’) at the level of detail and giving
such information in each case as envisaged by version 5.0 of that CCD and
Clause 48.6;
Within six months of the date of signature of CCN 1200:
(a) Fujitsu Services shall update the Exit Strategy to include all of the
matters set out in paragraph 3.2.3; and
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3.2.3
3.2.4
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(b) the Parties shall, in light of the Exit Strategy updated in accordance with
paragraph 3.2.2(a), consider the Exit Plans in Annexes 2 and 3 to this
Schedule and update them to identify at a high level any additional
activities which the Parties agree are required in relation to termination
of this Agreement, Partial Termination and/or termination of Project
HNG-X, the detail of such activities to be included in the appropriate Exit
Plan in Phase Two.
The Exit Strategy shall:
(a) set out a generic description of all probable post termination scenarios
relevant to this Agreement (each an “Exit Scenario”) including, without
limitation, the following:
() full or partial continuation of services substantially the same as
the Relevant Services by the Next Supplier;
(ii) full or partial provision of equivalent services by the Next
Supplier fully or partially utilising the Infrastructure;
(ii) full or partial provision of equivalent services by the Next
Supplier utilising an entirely new infrastructure; and
(iv) continued provision of the Services by Fujitsu Services following
termination of Project HNG-X;
(6) identity the major factors which are common to all the Exit Scenarios
and those which occur in some only of the Exit Scenarios;
(c) _setout the roles and responsibilities of the Parties in the development of
the Exit Plans in Phase Two;
(4) __ set out in broad and general terms:
(i) the categories of information that will be required for exit,
distinguishing between those categories which will be required
in all probable Exit Scenarios and those which will be required
only in particular Exit Scenarios; and
(ii) the sources of such information and how it will be provided.
After the Asset Register has been updated in accordance with paragraph 3.2.1
and the Exit Strategy established in accordance with paragraph 3.2.2, the
Parties shall thereafter jointly review and update the Asset Register and/or the
Exit Strategy once in every twelve months or if the Commercial Leads decide it
is necessary to do so as a result of significant changes to the Services. If the
Asset Register or the Exit Strategy is brought up to date following a change to
the Services, then that document need not be brought up to date for a further
twelve months unless the Commercial Leads decide otherwise.
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3.3 Phase Two
3.3.4
3.3.2
3.3.3
3.3.4
3.3.5
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At the request of Post Office (such request not to be made by Post Office earlier
than (i) 24 months prior to the expiry date of this Agreement or (ii) within one
week after notice of earlier termination of this Agreement, a Terminable Service
or Project HNG-X, as the case may be) Fujitsu Services shall provide
reasonable assistance to Post Office for the purposes of determining the
implications at that time of the Exit Scenarios.
Within three months of making the request referred to in paragraph 3.3.1, or
within four weeks after notice of early termination of this Agreement, a
Terminable Service or Project HNG-X, Post Office shall give Fujitsu Services its
view as to which of the Exit Scenarios and other matters in the Exit Strategy will
be relevant in relation to Relevant Services (the “Proposed Exit Strategy’).
No later than two months after receipt of the views of Post Office in accordance
with paragraph 3.3.2, Fujitsu Services shall produce an updated Exit Plan for
agreement with Post Office in respect of the Proposed Exit Strategy, such
update to:
(a) __ include all of the matters referred to in paragraph 3.3.5; and
(b) be documented in a CCD which, in respect only of the Relevant
Services to which it relates, shall supersede and replace Annexes 2 and
3 to this Schedule E.
Fujitsu Services shall ensure that once the updated Exit Plan referred to in
paragraph 3.3.3 has been approved, and for as long as it remains applicable, it
is kept up-to-date on a general basis and takes account of any significant
changes to this Agreement.
The updated Exit Plan referred to in paragraph 3.3.3 shall, in the circumstances
of the Proposed Exit Strategy, cover:
(a) the duties, roles and responsibilities of the Patties;
(b) the practical steps needed to be taken by Fujitsu Services and Post
Office;
(c) the relevant time scales and milestones;
(4) _in the case of termination or expiry of the Agreement or termination of a
Terminable Service, each of the matters set out in Annex 2 to this
Schedule E;
(e) _ in the case of termination of Project HNG-X, each of the matters set out
in Annex 3 to this Schedule E; and
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in all cases to the extent not covered by the matters referred to in (d) or
(e) (as applicable), each of the matters referred to in paragraph 3.3.6
which are applicable to the Proposed Exit Strategy.
3.3.6 Matters for inclusion in the Exit Plan
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(a)
(b)
(c)
(a)
the Post Office’s procurement exercises (if any) associated with the
Proposed Exit Strategy (if and to the extent that Post Office shall have
provided details of such exercises to Fujitsu Services);
information about all of the matters covered by Clause 48 (at a level
adequate to enable structured planning and transition) including:
() transfer and/or return (as appropriate) of the various assets
(including Project Assets) and Property of any member of the
Royal Mail Group;
(ii) granting of licences by Fujitsu Services;
(iii) transfer of agreements potentially to be assigned, novated or
otherwise transferred;
(iv) access to such source code as Post Office is entitled to have
access upon termination of the Relevant Services and
documentation;
(v) provision of assistance by Fujitsu Services up to the date of
termination of this Agreement, the Terminable Service(s) in
question or Project HNG-X (as applicable);
(vi) provision of assistance to the Next Supplier (if any) by Fujitsu
Services after the date of termination of this Agreement or the
Terminable Service in question; and
(vil) the handling of Fujitsu Services employees to whom
employment is to be offered under Clause 48.4.3 and those
employees who shall transfer pursuant to the Transfer of
Undertakings (Protection of Employment) Regulations 2006,
including (as a minimum) information on employee terms of
employment in relation to each employee to whom the offer is
made and those to whom the Transfer of Undertakings
(Protection of Employment) Regulations 2006 applies;
procedures and arrangements (if any) that are reasonably necessary to
decommission the Infrastructure and/or Relevant Services or elements
thereof in order to effect an orderly transfer on termination;
run-down of Relevant Services and transition from the Relevant
Services to Replacement Services;
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3.4
3.5
3.6
3.7
3.8
44
4.2
(e) responsibilities in relation to handling any due diligence exercises to be
carried out by potential Next Suppliers, including access to information,
the relevant Infrastructure and Fujitsu Services and Fujitsu Services’
sub-contractor personnel;
(f) provision of information relating to on-going performance and issues in
relation to the Relevant Services (including performance statistics and
details of any outstanding Incidents); and
(9) _ in the event of termination of a Terminable Service, the changes to this
Agreement (if any) necessary to enable Fujitsu Services to continue
providing the remaining Services and the identification of any
dependencies that will need to be satisfied by Post Office or the Next
Supplier for the continued provision of the remaining Services, all of
which shall be dealt with under the Change Control Procedure as
described in paragraph 2.2.
The Exit Strategy and the Exit Plans shall at all times during Phase One and Phase Two
be developed and revised by agreement between the Parties under the Change Control
Procedure such that they are consistent with the principles set out in this Schedule E
{as it may be amended from time to time under the Change Control Procedure).
Each Party shall act and negotiate reasonably in agreeing the contents of the Exit
Strategy and the Exit Plans and shall not unreasonably require the exclusion of matters
which the other Party reasonably requests should be included or the inclusion of
matters which the other Party reasonably requests should be excluded.
Any failure to agree the Exit Strategy or a revision to the Exit Plans shall not prejudice
the rights and/or obligations of either Party pursuant to this Schedule.
Fujitsu Services and Post Office will discharge their respective responsibilities and
perform their obligations as set out in this Schedule and, when required by the Exit
Strategy or Exit Plans, in accordance with that document.
To the extent that there is an inconsistency between the terms of the Exit Strategy or
Exit Plans and this Schedule then, unless expressly stated otherwise in this Schedule,
the terms of this Schedule shall prevail.
NEXT SUPPLIERS
Subject to Post Office procuring that each prospective Next Supplier enters into an
Agreed Form NDA or any other form of non-disclosure agreement mutually agreed by
Post Office, Fujitsu Services and such prospective Next Supplier, Fujitsu Services will
provide Post Office with reasonable information and assistance in relation to Post
Office's tender process conducted for the provision of services to replace the Relevant
Services or the performance of the Relevant Services by a replacement contractor.
Post Office may at any time by notice to Fujitsu Services nominate the Person to be the
Next Supplier. Post Office shall procure that on each occasion it appoints a Next
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44
5.1
5.2
5.3
Supplier, such Next Supplier shall enter into an Agreed Form NDA or any other form of
non-disclosure agreement mutually agreed by Post Office, Fujitsu Services and such
Next Supplier. Fujitsu Services shall not be liable for any breach of this Agreement to
the extent caused by the Next Supplier.
Where Post Office appoints or intends to appoint a Next Supplier, Post Office shall be
responsible for liaising with and ensuring the co-operation of such Next Supplier in all
planning and handover activities in respect of exit transition and where obligations in the
General Exit Plan which fall to Post Office are due to be performed by or with the co-
operation of the Next Supplier, such obligation will be deemed to include an obligation
on the Post Office to procure such performance or co-operation from the Next Supplier.
Where, following Partial Termination, Relevant Services are provided by a Next Supplier
and managed by Fujitsu Services pursuant to the Third Party Management Service,
Post Office shall procure that all information reasonably required by Fujitsu Services to
perform its obligations in respect of such Third Party Management Service is provided
to Fujitsu Services as soon as reasonably practicable.
OTHER EXIT ASSISTANCE
Fujitsu Services shall use all reasonable endeavours to procure an orderly and efficient
transition from the provision of the Relevant Services to the provision of Replacement
Services (as the case may be) to the Next Supplier and shall co-operate with the Next
Supplier as required in order to fulfil the obligations under this Schedule E.
Where, other than in accordance with paragraph 6 of Schedule Dé, the Post Office is
seeking a tender or tenders for a third party contractor to provide a Replacement
Service for any Terminable Service to which Partial Termination applies or where Post
Office intends to provide such Replacement Services itself, Fujitsu Services shall:
5.2.1 to the extent it can reasonably do so in advance of such Replacement Services
being provided, provide to Post Office its best estimate of any Interface
Establishment Costs likely to be incurred by Post Office in connection with such
Replacement Service on the basis that the specification of the Terminable
Service being terminated and the Replacement Service are the same; and
5.2.2 to the extent that any proposed Replacement Service does not meet the
specification of the Terminable Service being terminated, Fujitsu Services shall
as soon as reasonably practicable (in a timescale consistent with the tender
process, if any) advise Post Office of its likely Interface Costs in relation to the
proposed Replacement Service.
Fujitsu Services shall provide reasonable assistance at all times for a period of six years
after the date of Partial Termination or date of termination or expiry of this Agreement,
as applicable, for the purposes of allowing Post Office to obtain or have access to such
historic records connected with the performance of the Relevant Services as may have
been retained by Fujitsu Services after termination as is necessary to fulfil Post Office’s
obligations to supply information for parliamentary, judicial, or administrative purposes.
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6.2
Post Office shall pay Fujitsu Services its reasonable costs directly incurred in providing
such assistance after Partial Termination and/or termination of this Agreement provided
that Fujitsu Services proves such costs to the reasonable satisfaction of Post Office.
TERMINATION CHARGE
The Termination Charge, Partial Termination Charge and HNG-X Termination Charge
are each intended to represent a good faith recognition of the loss of revenues Fujitsu
Services may reasonably have planned for in establishing the Relevant Services, the
supporting infrastructure and/or Project HNG-X. Such charges shall not be applicable
(i) where the Agreement or Project HNG-X is terminated in accordance with this
Agreement for Default by Fujitsu Services or (ii) in the case of Partial Termination
arising in relation to Market Testing.
Where a Termination Charge, Partial Termination Charge or HNG-X Termination Charge
is payable to Fujitsu Services, such payment shalll be equal to A + B + C where:
6.2.1 Ashall be equal to the aggregate of all costs, reasonably incurred, associated
with the termination and, where relevant, transfer of the Relevant Services,
including but not limited to the termination of its personnel plus any termination
charges payable to suppliers and sub-contractors (in all cases Fujitsu Services
being required to take reasonable steps to mitigate such exposure); or
6.2.2 _B shall be an allowance for lost profit which:
(a) _ in the case of termination of Project HNG-X, shall be an amount equal to
15 percent. of the amount (if any) by which the HNG-X Development
Charges due for payment by Post Office up to the date of termination of
Project HNG-X are less than the Lower Target Price; or
(b) _ in the case of Partial Termination, shall be the Lost Profit; or
(c) _ inthe case of termination of the Agreement, shalll be the aggregate of:
(i) an amount equal to the profit element of the HNG-X Termination
Charge calculated in accordance with paragraph 6.2.2(a), or
zero if such termination of the Agreement occurs after HNG-X
Initial Acceptance or the HNG-X Termination Charge has
already been paid by Post Office; plus
(i) the Lost Profit;
6.2.3 C shall:
(a) _ inthe case of (i) Partial Termination or (i) termination of the Agreement,
after all Migration Charges have become due for payment, be zero;
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(b)
in the case of termination of the Agreement before all Migration Charges
have become due for payment or in the case of termination of Project
HNG-X be an amount equal to:
i the aggregate of all Migration Charges due or which may
become due to be paid by Post Office in accordance with the
provisions of Schedule D7 if the Agreement or Project HNG-X
had not been terminated; minus
(ii) all amounts paid by Post Office in respect of such Migration
Charges and all of Fujitsu Services’ costs (and associated
margin) in relation to such Migration Charges that Fujitsu
Services is able to avoid or mitigate (having taken reasonable
steps to do so).
6.2.4 All costs forming part of the Termination Charge, Partial Termination Charge or
HNG-X Termination Charge shall be determined in accordance with Fujitsu
Services’ standard accounting practice, supported by proper vouchers and
records and verified by Fujitsu Services’ auditors.
6.2.5
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For the purposes of this paragraph 6.2:
(a)
(b)
“Lost Profit" means the present value of the lost profit that would have
been due to Fujitsu Services during the remainder of the term of the
Agreement:
i) in the case of termination of the Agreement, in relation to all
Relevant Services; or
(ii) in the case of Partial Termination, in relation to the Relevant
Service that has been terminated,
in each case calculated as at the date of termination of the Agreement
or Partial Termination, as the case may be, according to the following
formula:
Lost Profit = APy + AP,/(1+1) + APz/(1+1)° + [series to continue on same
calculation basis until] + APpn/(1 +1)";
“nn” means the numbering applied to Financial Years, where in respect of
the Financial Year in which termination occurs, nn = 0; in respect of the
next Financial Year, nn = 1; for the Financial Year after that nn = 2 and
so on for each successive Financial Year in the period after such
termination to 31 March 2015;
“AP pn” means annual profit in the Financial Year numbered nn which:
(i) __ in the case of termination of the Agreement, is the aggregate of:
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(a)
(e)
(1)
(2)
(3)
(4)
as applied to each and aggregated for all Relevant
Services, an amount equal to the Operational Fixed
Charge applicable in respect of each Relevant Service
in that Financial Year multiplied by the Month Number or
OBC Month Number (as applicable) multiplied by
10/100; plus
an amount equal to 10/100 multiplied by the aggregate
of the “Late Cost to Post Office" (as referred to in
paragraph 4.2.3 of Schedule D1) that would have been
payable (if any) pursuant to paragraphs 4.2.3 and 4.2.4
‘of Schedule D1 as an increment to the applicable
Operational Fixed Charge and/or Operational Unit
Charges between the date of such termination and 31
March 2015; plus either
in respect of each Financial Year from (and including)
2008/9 to (and including) 20011/2012, the Protected
Margin for that Financial Year; or
in respect of Financial Years 2006/07 and 2007/08 and
all Financial Years after 20011/2012, as applied to each
and aggregated for all Relevant Services, an amount
equal to the Operational Variable Charge in respect of
each Relevant Service in that Financial Year multiplied
by the Applicable Margin; or
(i) in the case of Partial Termination of a Relevant Service, is the
aggregate of:
(1)
(2)
an amount equal to the Operational Fixed Charge
applicable in respect of that Relevant Service in that
Financial Year multiplied by the Month Number
multiplied by 10/100; plus
an amount equal to the Operational Variable Charge in
respect of that Relevant Service in that Financial Year
multiplied by the Applicable Margin;
"Month Number" means, in the Financial Year in which termination of
the Agreement or Partial Termination (other than in respect of the
Operational Business Change (Branch Change) Service) occurs, the
number of calendar months remaining in that Financial Year after the
date of such termination (which shall be deemed to include the month in
which such termination occurs) or 12 in all subsequent Financial Years;
“OBC Month Number” means, in the Financial Year in which Partial
Termination of the Operational Business Change (Branch Change)
Service occurs, the number of calendar months remaining (excluding
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()
(9)
(h)
December) in that Financial Year after the date of such termination
(which shall be deemed to include the month in which such termination
occurs, save where that month is December in which case it shall be
deemed to include the January immediately following) or 11 in all
subsequent Financial Years;
“Applicable Margin” means 5/100 in the case of the Branch Network
Service or 10/100 in the case of all other Relevant Services; and
“Operational Variable Charge” means in each Financial Year:
() in the case of the Branch Network Service, an amount equal to
the Charges forecast by Fujitsu Services to be payable that
Financial Year by Post Office pursuant to paragraph 2.9.2(b) of
Schedule D1, such forecast being the latest provided by Fujitsu
Services under paragraph 2.10 of Schedule D1; or
(ii) in the case of all other Relevant Services, the element of the
Operational Charges payable in respect of that Relevant Service
in that Financial Year calculated using all Operational Unit
Charges and Margin Rates applicable in respect of that
Relevant Service and the relevant volumes in that Financial
Year forecast in the CCD "Horizon Capacity Management and
Business Volumes" (PA/PER/033) (such volumes being
adjusted as necessary so as to be expressed as monthly
volumes); and
“r" means the base rate, expressed as an annual percentage, of
Barclays Bank Plc prevailing on the date on which termination of this
Agreement or Partial Termination (as the case may be) takes place
multiplied by 1/100. For example, if the base rate is 5.1 percent. "r" will
be 5.1 x 1/100 = 0.051.
& TRANSFER PAYMENT
7A In the event of termination:
744
72
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in circumstances in which a Termination Charge, Partial Termination Charge or
HNG-X Termination Charge is payable, then should Post Office wish to exercise
its option under Clause 48.1, the Transfer Payment shall be £1; and
in all other cases, should Post Office wish to exercise its option under Clause
48.1, the Transfer Payment shall be the greater of £1 or a sum equivalent to
such Charges as are due or which may become due to be paid by Post Office in
respect of those Project Assets which Post Office is entitled and wishes to
acquire, to the extent that such Charges have not already been paid by Post
Office to Fujitsu Services.
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8. ASSOCIATED DOCUMENTS
84 The following CCDs are associated with this Schedule E:
Document Reference
Document Title
1 I SVM/SDM/SD/0021 Third Parly Management Service:
Service Description
2 I COMMGT/REP/O001 Transfer Asset Register
3 I PA/PER/033 Horizon Capacity Management and
Business Volumes
4__I BP/STRIO36 Exit Strategy
8.2 The following CRDs are associated with this Schedule E:
Document Reference
Document Title
NO CRDs APPLICABLE
Page 16 of 33
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ANNEX 1
Terminable Termination Date or Event from Indicative Impacts
Service category which Termination
Notice can be given
Operational I Terminable as I Signature by both I Process and toolset implications on
Business an individual Parties of CCN 1200 Engineering Service, Branch Network
Change Service Service and Data Centre Operations
(Branch Service
Change)
Service
Engineering I Terminable as I Signature by both I Process, toolset, SLT and operational
Service an individual Parties of CCN 1200 service threshold implications on
Service Service Desk Service and Operational
Business Change (Branch Change)
Service and on availability SLTs
Service Desk I Terminable as October 2006 Impacts on Engineering Service SLTs
Service an individual and on process and toolset interfaces to
Service the Systems Management Service,
Branch Network Service, Data Centre
Operations Service, Central Network
Service, Third Line Software Support
Service and Service Management
Service
Branch Terminable as I April 2007 Impacts on Engineering Service,
Network an individual Service Desk SLTs and availability and
Service Service reliability SLTs (amongst others).
Process and toolset implications for
Service Desk Service.
Implications on development if a
different technology is used
Reconciliation
Service
Terminable as
an_ individual
Service
Trigger Point = T6.
(Counter Application
Roll out Complete)
Implications on the Third Line Software
Support Service which provides back-up
to the Reconciliation Service on
reconciliation incidents where specialist
technical support is required.
Reference
Data
Management
Service
Terminable as
an individual
Service
Trigger Point ~—-T6.
(Counter Application
Roll out Complete)
Implications on process and toolset for
Data Centre Operations Service
especially.
Third Line
Software
Support
Terminable as
an_ individual
Service
Trigger Point ~—T6.
(Counter Application
Roll out Complete)
Impacts on all SLT (though only
minimally on Service Desk Service and
Engineering Service SLTs)
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CONFIDENTIAL
Terminable I Termination I Date or Event from Indicative Impacts
Service category which Termination
Notice can be given
Service Process and toolset implications on
Service Desk Service, Systems
Management Service, Data Centre
Operations Service, Application Support
Service (Fourth Line), Reconciliation
Service and Management Information
Service
Data Centre I Service Trigger Point —-‘T6 I Termination of Data Centre Operations
Operations I terminable I (Counter_~—Application I Service and Central Network Service
Service and _I jointly (not as I Roll out Complete) impacts on the Reconciliation Service,
Central individual Reference Data Management Service,
Network Services) and "multi-service" SLTs (such as
Service Branch and Counter_—_Position
availability), Banking Transaction times
and data file delivery SLTs.
Systems Terminable as I Trigger Point T6 I Termination of Systems Management
Management I an individual (Counter Application I Service impacts on most SLTs. Process
Sewice Service Roll out Complete) and toolset impacts on many other
Services.
Application I Terminable as I Trigger Point ~—‘T6 I Implications on POA — ongoing
Support an individual I (Counter Application I development capability as links between
Service Service Roll out Complete) the two are very significant.
(Fourth Line)
Process and toolset implications on
Third Line Software Support Service.
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ANNEX 2
General Exit Plan
Row No
Activity and Responsi
Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any
reason is six months or less
Notice of termination for any reason
is more than six months, or in the
event of expiry of this Agreement
1. Post Office shall appoint a manager responsible for implementing the I One day. One day.
General Exit Plan.
2. At the request of Post Office, Fujitsu Services shall appoint a manager I Three days. Five days
who shall be responsible for implementing the General Exit Plan, to
include but not be limited to:
* participating in the planning and resourcing of transferring
responsibility for the provision of the Relevant Services or
equivalent services to the Next Supplier;
* managing Fujitsu Services’ involvement in that process and
committing their resources to it, and managing the timescales
concerned; and
* organising Fujitsu Services’ management and control for the
processes described below.
3. At the request of Post Office, Fujitsu Services shall procure that its I As and when reasonably requested I As and when reasonably requested
sub-contractors used in the provision of the Relevant Services shall
by Post Office after notice of
by Post Office after notice of
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Row No
Activity and Responsil
Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any
reason is six months or less
Notice of termination for any reason
is more than six months, or in the
event of expiry of this Agreement
meet with Post Office to discuss, in as co-operative manner as is
reasonably practicable, the ongoing provision of the Relevant Services
with a view to achieving the results of the General Exit Plan.
termination given.
termination given or in the event of
expiry of this Agreement.
all internal documentation available to Fujitsu Services which are used
for support of the Relevant Services and relevant Applications,
Business Capabilities and/or Support Facilities.
4. Fujitsu Services shall deliver to Post Office for its approval a detailed I No later than two months after No later than two calendar months
transition plan to enable transition of the Relevant Services to the I receipt of the views of Post Office in I after receipt of the views of Post
Replacement Services. Such plan shall include, but not be limited to a I accordance with paragraph 3.3.2 of I Office in accordance with
timetable of events, resources, assumptions, dependencies, activities, I Schedule E. paragraph 3.3.2 of Schedule E.
and responsibilities.
5. Fujitsu Services shall deliver to Post Office the most recent versions of I 7 days. 14 days.
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Row No
Activity and Responsil
Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any
reason is six months or less
Notice of termination for any reason
is more than six months, or in the
event of expiry of this Agreement
6. Fujitsu Services shall make available to Post Office on reasonable I No later than two months after No later than two months after
notice appropriate expert staff who shall provide to Post Office such I notice of termination given. ration of Nerniization given,
explanations to Post Office as are reasonably necessary to facilitate
Post Office’s understanding of the documentation referred to in row 5.
7. Fujitsu Services shall deliver to Post Office the following: Within one month from notice of At least four months prior to
* an inventory of the Post Office Data, plus any other related data
available for transfer or deletion;
* the definition of all data available for transfer or deletion;
* aproposed physical transfer method and method of deletion; and
* a proposed method for testing the integrity and completeness of
the data transferred and the completeness of the data deleted.
In the case of Partial Termination this only applies to the extent that
such Post Office Data relates to the Relevant Service or is reasonably
relevant for the provision of Replacement Services for the Relevant
Service.
termination of this Agreement.
termination or expiry of this
Agreement.
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Row No
Activity and Responsil
Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any
reason is six months or less
Notice of termination for any reason
is more than six months, or in the
event of expiry of this Agreement
8. Fujitsu Services shall deliver to Post Office an up to date version of the I Within one month from notice of At least four months prior to
Asset Register together with: termination of this Agreement. termination or expiry of this
* alist of all assets eligible for transfer to Post Office in accordance Agreement.
with Clause 48.1 and the relevant terms of such transfer; and
* a list identifying all other assets, other than human resources, skills
and know how, that are ineligible for transfer but which are
essential to the delivery of the Relevant Services. The purpose of
each component shall be included in the list.
9. Post Office to deliver notification to Fujitsu Services of specific data it I Within one month from date of Within two months from date of
wishes to be transferred in accordance with the provisions of row 7, I delivery of the items set out in row delivery of the items set out in row
and Post Office and Fujitsu Services to enter into good faith I 7. 7.
discussions to develop a data transfer plan.
10. Post Office to deliver notification to Fujitsu Services of specific assets it I As soon as reasonably practicable I Within three months from date of
wishes to be transferred in accordance with Clause 48.1, and Post
Office and Fujitsu Services to enter into good faith discussions to
develop a plan for asset transfer. Such plan shall cover both passing of
title to assets and any physical transfer required.
from date of delivery of the list of all
assets eligible for transfer to Post
Office referred to in row 8.
delivery of the list of all assets
eligible for transfer to Post Office
referred to in row 8.
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Row No
Activity and Responsil
Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any
reason is six months or less
Notice of termination for any reason
is more than six months, or in the
event of expiry of this Agreement
1. Post Office and Fujitsu Services to enter into good faith negotiations to I As soon as reasonably practicable I Within one month from delivery of
identify and specify any training requirements related to the transfer of I from delivery of both the list of both the list of assets and of data
data and/or assets pursuant to rows 9 and 10 above. Such training I assets and of data referred to in referred to in rows 7 and 8.
shall include, at Post Office's request, technical training in respect of: rows 7 and 8.
development;
networks;
operations;
configuration and change management;
system administration;
platform management; and
security.
12. Fujitsu Services to produce and Post Office to approve in respect of the I Within one month from notice of At least three months prior to
Relevant Services:
* a training strategy, which details the required courses and their
objectives;
* training materials (include assessment criteria); and
termination of this Agreement.
termination or expiry of this
Agreement.
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Row No
Activity and Responsil
Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any
reason is six months or less
Notice of termination for any reason
is more than six months, or in the
event of expiry of this Agreement
* a training plan of the required training events.
Fujitsu Services and Post Office shall co-operate in commencing
testing and proving the data transfer and deletion plan in respect of the
Relevant Services, such that transfer may be concluded in accordance
with the agreed plan. In the case of termination or expiry of the
Agreement or (in accordance with Post Office's reasonable directions)
of a Terminable Service, once the transfer of Post Office Data to Post
Office in accordance with this requirement is complete, all remaining
Post Office Data to which this requirement applies and held by Fujitsu
Services shall either be destroyed in the case of termination and expiry
of the Agreement or, in the case of termination or expiry of a
Terminable Service, only destroyed in accordance with Post Office's
reasonable directions, For the purpose of this requirement, "destroyed"
means physical destruction of the media upon which such data are
held or irretrievable deletion of data from such media (including, without
limitation, by reformatting those media).
As soon as reasonably practicable
after agreement of the data transfer
plan referred to in row 9.
The later of five months after the
date of notice of termination and
three months after agreement of
the data transfer plan referred to in
row 9.
At the request of Post Office, Fujitsu Services shall:
* in the case of properties owned or controlled by Fujitsu Services,
Throughout the period between
commencement of implementation
of the General Exit Plan and
completion of transition to the Next
Throughout the Exit Term.
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Deleted:
CONFIDENTIAL
Row No
Activity and Responsil
Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any
reason is six months or less
Notice of termination for any reason
is more than six months, or in the
event of expiry of this Agreement
permit Post Office and its appointed agents; and
* in the case of properties not owned or controlled by Fujitsu
Services, use reasonable endeavours to arrange,
reasonable access to such properties used by Fujitsu Services to
provide the Relevant Services.
Supplier (“Exit Term’).
At the request of Post Office, Fujitsu Services shall provide all
reasonable assistance and allow for the decommissioning and transfer
of the relevant assets listed in the Asset Register (as updated in
accordance with the provisions of row 8) and those notified by Post
Office in accordance with the provisions of row 10 that are located on
Fujitsu Services’ premises (including premises leased or licensed by
Fujitsu Services) in accordance with Post Office’s reasonable
instructions to Post Office's specified location in the UK (or the location
of any Next Supplier), including but not limited to physical access to
such assets.
Throughout the Exit Term.
Throughout the Exit Term.
Fujitsu Services shall transfer data in an agreed electronic format
(where possible) or such other available format to Post Office and
On satisfactory completion of the
relevant testing mentioned in
On satisfactory completion of the
relevant testing mentioned in
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Row No
Activity and Responsibility
Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any
reason is six months or less
Notice of termination for any reason
is more than six months, or in the
event of expiry of this Agreement
make the same available at Post Office's request to the Next Supplier.
row 13.
row 13.
17. Fujitsu Services shall: Following a reasonable interval Following a reasonable interval
following termination of this following termination of this
* make available two copies in the agreed electronic format of all I Agreement. Such interval to be Agreement. Such interval to be
back-up, archival and operational data including, without limitation I agreed by the Parties during Phase I agreed by the Parties during Phase
all databases developed in relation to the Relevant Services which I One. One.
are licensed for use by Post Office pursuant to this Agreement or in
which Post Office owns the Intellectual Property Rights; and
* make and deliver up to Post Office printouts of Post Office Data as
Post Office may reasonably require and which Fujitsu Services can
reasonably produce in respect of the Relevant Services.
18. Fujitsu Services shall transfer to Post Office the scripts used by the I One month before termination of _ I Two months before termination of
Service Desk, all existing work arounds to known problems, its problem
management records and its incident management records (in each
case as relevant to the Relevant Services and relevant Applications,
Business Capabilities and Support Facilities) in a format to be agreed
between the Parties.
this Agreement with an update of
such information up to and
including the date of termination of
this Agreement to be sent to Post
Office in the agreed format within
one month of the date of
this Agreement with an update of
such information up to and
including the date of termination of
this Agreement to be sent to Post
Office in the agreed format within
one month of the date of
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Row No
Activity and Responsil
Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any
reason is six months or less
Notice of termination for any reason
is more than six months, or in the
event of expiry of this Agreement
termination of this Agreement.
termination of this Agreement.
19. Fujitsu Services shall provide reasonable office accommodation for
three Post Office or Next Supplier personnel.
Throughout the Exit Term.
Throughout the Exit Term.
20. Fujitsu Services shall destroy or return to Post Office (as directed by
Pos’
t Office):
all manuals and all other materials supplied by Post Office to
Fujitsu Services (relating to the Relevant Services) and
subsequently updated in enabling them to service Post Office's
requirements; and
all tapes and disks and other equipment and related software
supplied to Fujitsu Services by Post Office during the provision of
the Relevant Services,
to the extent such manuals, materials, tapes, disks, equipment and/or
software relate to the Relevant Services and are not required for the
provision by Fujitsu Services of any continuing Services.
Following a reasonable interval
following termination of this
Agreement. Such interval to be
agreed by the Parties during Phase
One.
Following a reasonable interval
following termination of this
Agreement. Such interval to be
agreed by the Parties during Phase
One.
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Row No
Activity and Responsil
Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any
reason is six months or less
Notice of termination for any reason
is more than six months, or in the
event of expiry of this Agreement
21. Post Office shall notify Fujitsu Services of any transition requirements I At least two months prior to At least two months prior to
to be provided to Next Supplier after the date of Partial Termination or I termination of this Agreement. termination or expiry of this
date of termination of this Agreement, as applicable. Agreement.
22. Fujitsu Services shall transfer to Post Office its relevant configuration I At least one month prior to At least one month prior to
management information in a format to be agreed between the Parties. I termination of this Agreement. termination or expiry of this
Agreement.
23. Fujitsu Services shall provide to Post Office an anonymised list with I As soon as possible following In the case of early termination of
details of the terms and conditions of employment of all Fujitsu
Services personnel (and those personnel of its relevant sub-
contractors) who are then wholly or mainly employed or engaged in the
performance of the Relevant Services, to the extent such personnel
may be subject to the Transfer of Undertakings (Protection of
Employment) Regulations 2006 if such Services were transferred
(including, as a minimum, information on (i) numbers of personnel
(employees, contractors and temporary staff), (ji) salaries and other
benefits, bonuses and pensions arrangements, (ili) where readily
available to Fujitsu Services, skills sets and employment grades, (iv)
age and length of service profile, (v) locations of personnel and (vi)
such key employee policies as shall be generally known to the relevant
employees and relevant to their terms of employment or reasonable
notice of termination being given.
this Agreement or Partial
Termination, as soon as possible
following notice of termination being
given.
In the case of expiry of this
Agreement, no later than three
months priory to the date of expiry.
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Deleted
CONFIDENTIAL
Row No I Activity and Responsibility
Time Scales (Working Days or period from start of implementation of
General Exit Plan or other specified event)
Notice of termination given for any _I Notice of termination for any reason
reason is six months or less is more than six months, or in the
event of expiry of this Agreement
expectations).
For the avoidance of doubt, this provision is without prejudice to any
statutory obligations of Fujitsu Services to provide information on
employee liabilities and other employee information to Post Office in
the event of termination or expiry of this Agreement where the Transfer
of Undertakings (Protection of Employment) Regulations 2006 apply.
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ANNEX 3
HNG-X Exit Plan
Row No
Activity and Responsibility
Time Scales (Working Days or period from start of
implementation of HNG-X Exit Plan or other specified event)
1. Post Office shall appoint a manager responsible for implementing the HNG-X I One day.
Exit Plan.
2. At the request of Post Office, Fujitsu Services shall appoint a manager who shall I Three days.
be responsible for implementing the HNG-X Exit Plan, to include but not be
limited to organising Fujitsu Services' management and control for the
processes described below.
3. If Project HNG-X is terminated after commencement of HNG-X Project I No later than two months after receipt of the views of Post Office
Workstream X3 (HNG-X Pilot and Acceptance) and before HNG-X Initial
Acceptance Fujitsu Services shall deliver to Post Office for its approval a plan for
the reinstatement of the Horizon Applications in any pilot Branches. Such plan
shall include, but not be limited to a timetable of events, resources, assumptions,
dependencies, activities, and responsibilities.
in accordance with paragraph 3.3.2 of Schedule E.
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Row No
Activity and Responsil
Time Scales (Working Days or period from start of
implementation of HNG-X Exit Plan or other specified event)
Fujitsu Services shall make available to Post Office on reasonable notice
appropriate expert staff who shall provide to Post Office such explanations to
Post Office as are reasonably necessary to facilitate Post Office's understanding
of the documentation provided by Fujitsu Services in accordance with Clause
27.3.
No later than two months after notice of termination given.
Fujitsu Services shall deliver to Post Office such of the following as were
provided to Fujitsu Services by Post Office or generated by Fujitsu Services, in
each case for the purposes only of Project HNG-X and excluding all Transaction
data:
* an inventory of the Post Office Data, plus any other related data available for
transfer or deletion;
* the definition of all data available for transfer or deletion;
* aproposed physical transfer method and method of deletion; and
* a proposed method for testing the integrity and completeness of the data
transferred and the completeness of the data deleted.
Fujitsu Services shall deliver to Post Office an up to date version of the Asset
Register together with:
* alist of all assets eligible for transfer to Post Office pursuant to Clause 48.1
Within one month of notice of termination of Project HNG-X
Within one month from notice of termination of Project HNG-X.
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Row No
Activity and Responsil
Time Scales (Working Days or period from start of
implementation of HNG-X Exit Plan or other specified event)
and the relevant terms of such transfer; and
* a list identifying all other assets, other than human resources, skills and
know how, that were produced or procured by or on behalf of Fujitsu
Services for Project HNG-X that are ineligible for transfer. The purpose of
each component shall be included in the list.
Post Office to deliver notification to Fujitsu Services of specific data it wishes to
be transferred, and Post Office and Fujitsu Services to enter into good faith
discussions to develop a data transfer plan.
Within one month from date of delivery of the items set out in row
5.
Post Office to deliver notification to Fujitsu Services of specific assets it wishes
to be transferred to Post Office pursuant to Clause 48.1, and Post Office and
Fujitsu Services to enter into good faith discussions to develop a plan for asset
transfer. Such plan shall cover both passing of title to assets and any physical
transfer required.
As soon as reasonably practicable from date of delivery of the list
of all assets eligible for transfer to Post Office referred to in row
6.
Fujitsu Services and Post Office shall co-operate in commencing testing and
proving the data transfer and deletion plan, such that transfer may be concluded
in accordance with the agreed plan. Once the transfer of Post Office Data to
Post Office in accordance with this requirement is complete, all remaining Post
Office Data to which this requirement applies held by Fujitsu Services shall be
destroyed. For the purpose of this requirement, “destroyed” means physical
destruction of the media upon which such data are held or irretrievable deletion
of data from such media (including, without limitation, by reformatting those
As soon as reasonably practicable after agreement of the data
transfer plan referred to in row 8.
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Row No
Activity and Responsibility
Time Scales (Working Days or period from start of
implementation of HNG-X Exit Plan or other specified event)
media).
10. Fujitsu Services shall transfer data in the format (electronic or otherwise) in I On satisfactory completion of the relevant testing mentioned in
which it exists at the time it becomes eligible for transfer. row 9.
"1 Fujitsu Services shall destroy or return to Post Office (as directed by Post I Following a reasonable interval following termination of Project
Office): HNG-X. Such interval to be agreed by the Parties during Phase
One.
* all manuals and all other materials supplied by Post Office to Fujitsu
Services (relating to Project HNG-X only) and subsequently updated in
enabling them to service Post Office’s requirements; and
* all tapes and disks and other equipment and related software supplied to
Fujitsu Services by Post Office during the development of Project HNG-X for
the purposes of Project HNG-X only.
12 Fujitsu Services shall transfer to Post Office its configuration management I At least one month prior to termination of Project HNG-X.
information, to the extent it relates to Project HNG-X, in a format to be agreed
between the Parties.
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